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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________
Form 10-K
(Mark One)
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended December 31, 2015
OR
o
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 1-13232 (Apartment Investment and Management Company)
Commission File Number 0-24497 (AIMCO Properties, L.P.)
 
Apartment Investment and Management Company
AIMCO Properties, L.P.
(Exact name of registrant as specified in its charter)
Maryland (Apartment Investment and Management Company)
 
84-1259577
 
Delaware (AIMCO Properties, L.P.)
 
84-1275621
 
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
 
 
 
 
4582 South Ulster Street, Suite 1100
 
 
 
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
  
Name of Each Exchange on Which Registered
 
Class A Common Stock (Apartment Investment and Management Company)
  
New York Stock Exchange
 
Class A Cumulative Preferred Stock (Apartment Investment and Management Company)
 
New York Stock Exchange
 
Class Z Cumulative Preferred Stock (Apartment Investment and Management Company)
  
New York Stock Exchange
 
Securities registered pursuant to Section 12(b) of the Act:
 
 
None (Apartment Investment and Management Company)
Partnership Common Units (AIMCO Properties, L.P.)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act.
 
Apartment Investment and Management Company : Yes x     No o
AIMCO Properties, L.P. : Yes x     No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
 
Apartment Investment and Management Company : Yes o     No x
AIMCO Properties, L.P. : Yes o     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.
 
Apartment Investment and Management Company : Yes x     No o
AIMCO Properties, L.P. : Yes x     No o
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 Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
 
Apartment Investment and Management Company : Yes x     No o
AIMCO Properties, L.P. : Yes x     No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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.
 
Apartment Investment and Management Company : Yes x     No o
AIMCO Properties, L.P. : Yes x     No o


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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,” “non-accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Apartment Investment and Management Company :
 
Large accelerated filer
x
 
Accelerated filer
o
 
Non-accelerated filer
o
(Do not check if a smaller reporting company)
Smaller reporting company
o
 
AIMCO Properties, L.P. :
 
Large accelerated filer
o
 
Accelerated filer
x
 
Non-accelerated filer
o
(Do not check if a smaller reporting company)
Smaller reporting company
o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
 
Apartment Investment and Management Company : Yes o     No x
AIMCO Properties, L.P. : Yes o     No x
The aggregate market value of the voting and non-voting common stock of Apartment Investment and Management Company held by non-affiliates of Apartment Investment and Management Company was approximately $5.7 billion as of June 30, 2015. As of February 25, 2016, there were 156,599,775 shares of Class A Common Stock outstanding.
As of February 25, 2016, there were 164,453,698 shares of Partnership Common Units outstanding.
_______________________________________________________
Documents Incorporated by Reference
Portions of Apartment Investment and Management Company’s definitive proxy statement to be issued in conjunction with Apartment Investment and Management Company’s annual meeting of stockholders to be held April 26, 2016, are incorporated by reference into Part III of this Annual Report.
 


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EXPLANATORY NOTE
This filing combines the Annual Reports on Form 10-K for the fiscal year ended December 31, 2015 , of Apartment Investment and Management Company, or Aimco, and AIMCO Properties, L.P., or the Aimco Operating Partnership. Where it is important to distinguish between the two entities, we refer to them specifically. Otherwise, references to “we,” “us” or “our” mean collectively Aimco, the Aimco Operating Partnership and their consolidated entities.
Aimco, a Maryland corporation, is a self-administered and self-managed real estate investment trust, or REIT. Aimco, through wholly-owned subsidiaries, is the general and special limited partner of and, as of December 31, 2015 , owned a 95.2% ownership interest in the common partnership units of, the Aimco Operating Partnership. The remaining 4.8% interest is owned by limited partners. As the sole general partner of the Aimco Operating Partnership, Aimco has exclusive control of the Aimco Operating Partnership’s day-to-day management.
The Aimco Operating Partnership holds all of Aimco’s assets and manages the daily operations of Aimco’s business. Pursuant to the Aimco Operating Partnership agreement, Aimco is required to contribute to the Aimco Operating Partnership any assets which it may acquire including all proceeds from the offerings of its securities. In exchange for the contribution of these assets, Aimco receives additional interests in the Aimco Operating Partnership with similar terms (e.g., if Aimco contributes proceeds of a stock offering, Aimco receives partnership units with terms substantially similar to the stock issued by Aimco).
We believe combining the periodic reports of Aimco and the Aimco 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 since a substantial portion of the disclosures apply to both Aimco and the Aimco Operating Partnership; and
We save time and cost through the preparation of a single combined report rather than two separate reports.
We operate Aimco and the Aimco Operating Partnership as one enterprise, the management of Aimco directs the management and operations of the Aimco Operating Partnership, and the members of the Board of Directors of Aimco are identical to those of the Aimco Operating Partnership.
We believe it is important to understand the few differences between Aimco and the Aimco Operating Partnership in the context of how Aimco and the Aimco Operating Partnership operate as a consolidated company. Aimco has no assets or liabilities other than its investment in the Aimco Operating Partnership. Also, Aimco is a corporation that issues publicly traded equity from time to time, whereas the Aimco Operating Partnership is a partnership that has no publicly traded equity. Except for the net proceeds from stock offerings by Aimco, which are contributed to the Aimco 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 Aimco Operating Partnership generates all remaining capital required by its business. These sources include the Aimco 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 consolidated financial statements of Aimco and those of the Aimco Operating Partnership. Interests in the Aimco Operating Partnership held by entities other than Aimco, which we refer to as OP Units, are classified within partners’ capital in the Aimco Operating Partnership’s financial statements and as noncontrolling interests in Aimco’s financial statements.
To help investors understand the differences between Aimco and the Aimco Operating Partnership, this report provides separate consolidated financial statements for Aimco and the Aimco Operating Partnership; a single set of consolidated notes to such financial statements that includes separate discussions of each entity's stockholders' equity or partners' capital, 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.
This report also includes separate Part II, Item 9A. Controls and Procedures sections and separate Exhibits 31 and 32 certifications for Aimco and the Aimco Operating Partnership in order to establish that the requisite certifications have been made and that Aimco and the Aimco 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 INVESTMENT AND MANAGEMENT COMPANY
AIMCO PROPERTIES, L.P.
TABLE OF CONTENTS
ANNUAL REPORT ON FORM 10-K
For the Fiscal Year Ended December 31, 2015
 
 
 
Item
 
Page
 
 
1.
1A.
1B.
2.
3.
4.
 
 
 
 
 
5.
6.
7.
7A.
8.
9.
9A.
9B.
 
 
 
 
 
10.
11.
12.
13.
14.
 
 
 
 
 
15.



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FORWARD-LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements in certain circumstances. Certain information included in this Annual Report contains or may contain information that is forward-looking, within the meaning of the Federal securities laws, including, without limitation, statements regarding: our ability to maintain current or meet projected occupancy; rental rates and property operating results; the effect of acquisitions, dispositions, developments and redevelopments; our ability to meet budgeted costs and timelines, and achieve budgeted rental rates related to our development and redevelopment investments; expectations regarding sales of our apartment communities and the use of proceeds thereof; and our ability to comply with debt covenants, including financial coverage ratios.
Actual results may differ materially from those described in these forward-looking statements and, in addition, will be affected by a variety of risks and factors, some of which are beyond our control, including, without limitation: real estate 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 the pace of job growth and the level of unemployment; the amount, location and quality of competitive new supply; financing risks, including the availability and cost of capital markets financing and the risk that our cash flows from operations may be insufficient to meet required payments of principal and interest; the risk that our earnings may not be sufficient to maintain compliance with debt covenants; the terms of governmental regulations that affect us and interpretations of those regulations; the competitive environment in which we operate; the timing of acquisitions, dispositions, redevelopments and developments; insurance risk, including the cost of insurance; natural disasters and severe weather such as hurricanes; litigation, including costs associated with prosecuting or defending claims and any adverse outcomes; energy costs; and 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 us. 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 and depends on our ability to meet the various requirements imposed by the Internal Revenue Code, through actual operating results, distribution levels and diversity of stock ownership.
Readers should carefully review our financial statements and the notes thereto, as well as the section entitled “Risk Factors” described in Item 1A of this Annual Report and the other documents we file from time to time with the Securities and Exchange Commission.
PART I

Item 1. Business
The Company
Apartment Investment and Management Company, or Aimco, is a Maryland corporation incorporated on January 10, 1994. Aimco is a self-administered and self-managed real estate investment trust, or REIT. AIMCO Properties, L.P., or the Aimco Operating Partnership, is a Delaware limited partnership formed on May 16, 1994, to conduct our business, which is focused on the ownership, management, redevelopment and limited development of quality apartment communities located in the largest coastal and job growth markets of the United States.
Aimco, through its wholly-owned subsidiaries, AIMCO-GP, Inc. and AIMCO-LP Trust, owns a majority of the ownership interests in the Aimco Operating Partnership. Aimco conducts all of its business and owns all of its assets through the Aimco Operating Partnership. Interests in the Aimco Operating Partnership that are held by limited partners other than Aimco are referred to as “OP Units.” OP Units include common partnership units, high performance partnership units and partnership preferred units, which we refer to as common OP Units, HPUs and preferred OP Units, respectively. We also refer to HPUs as common partnership unit equivalents. At December 31, 2015 , after eliminations for units held by consolidated entities, the Aimco Operating Partnership had 164,179,533 common partnership units and equivalents outstanding. At December 31, 2015 , Aimco owned 156,326,416 of the common partnership units ( 95.2% of the outstanding common partnership units and equivalents of the Aimco Operating Partnership) and Aimco had outstanding an equal number of shares of its Class A Common Stock, which we refer to as Common Stock.
As of December 31, 2015 , our real estate portfolio consisted of 196 apartment communities with 49,149 apartment homes.

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Business Overview
Our business activities are defined by a commitment to our core values of integrity, respect, collaboration, performance and a focus on our customers. These values and our corporate mission, “to consistently provide quality apartment homes in a respectful environment delivered by a team of people who care,” shape our culture. In all of our interactions with residents, team members, business partners, lenders and equity holders, we aim to be the best owner and operator of apartment communities and an outstanding corporate citizen.
Our principal financial objective is to provide predictable and attractive returns to our equity holders, as measured by growth in Economic Income and Adjusted Funds From Operations (each defined under the Non-GAAP Performance and Liquidity Measures heading in Item 7). Our business plan to achieve this objective is to:
operate our portfolio of desirable apartment homes with valued amenities, with a high level of focus on customer selection and customer satisfaction, and in an efficient manner that realizes the benefits of our corporate systems and local management expertise;
improve our geographically diversified portfolio of apartment communities, which average “B/B+” in quality (defined under the Portfolio Management heading below) by selling lower rated apartment communities and investing the proceeds from such sales through property upgrades, redevelopment, development and acquisition of higher-quality apartment communities;
provide financial leverage primarily by the use of non-recourse, long-dated, fixed-rate property debt and perpetual preferred equity, a combination which reduces our refunding and re-pricing risk and which provides a hedge against increases in interest rates; and
emphasize a collaborative, respectful, and performance-oriented culture while maintaining high morale and team engagement.
Our long-standing business is organized around our strategic areas of focus: excellence in property operations; adding value through redevelopment and limited development; upgrading our portfolio through disciplined portfolio management; maintaining a safe and liquid balance sheet; and fostering a performance culture. Our strategic areas of focus are described in more detail below. Recent accomplishments in the execution of such strategies are discussed in the Executive Overview in Item 7.
Property Operations
We own and operate a diversified portfolio of conventional apartment communities. We also operate a portfolio of affordable apartment communities, which consists of apartments with rents that are generally paid, in whole or part, by a government agency. As the tax credit delivery or compliance periods for our affordable apartment communities expire, between 2016 and 2023, we expect to sell these apartment communities and reinvest the proceeds in our conventional portfolio. Our conventional and affordable portfolios comprise our reportable segments.
Our property operations are organized into two geographic areas, the East and West. To manage our portfolio more efficiently and to increase the benefits from our local management expertise, we give direct responsibility for operations within each area to area operations leaders with regular senior management reviews. To enable the area operations leaders to focus on sales and service, as well as to improve financial control and budgeting, we have dedicated area financial officers who support the operations leaders. Additionally, with the exception of routine maintenance and purchases and installation of equipment and other capital assets, we have specialized teams that manage capital spending related to larger capital and construction projects, thus reducing the need for the area operations leaders to spend time on oversight of such projects.
We seek to improve our property operations by: employing service-oriented, well-trained employees; upgrading systems; standardizing business processes, operational measurements and internal reporting; and enhancing financial controls over field operations. We focus on the following areas:
Customer Satisfaction. Our operating culture is focused on our residents and we regularly monitor and evaluate our performance through a customer satisfaction tracking system. Our goal is to provide our residents with a high level of service in clean, safe and attractive communities. We have automated certain aspects of our on-site operations to enable our current and future residents to interact with us using methods that are efficient and effective for them, such as making on-line requests for service work, taking self-guided apartment community tours and executing leases and lease renewals on-line. In addition, we emphasize the quality of our on-site employees through recruiting, training and retention programs, which we believe contributes to improved customer service and leads to increased occupancy rates and enhanced operational performance.

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Resident Selection and Retention. In apartment communities, neighbors are a meaningful part of the value provided, together with the location of the community and the physical quality of the apartment homes. Part of our property operations strategy is to focus on attracting and retaining credit-worthy residents who are also good neighbors. We have structured goals and coaching for all of our sales personnel, a tracking system for inquiries and a standardized renewal communication program. We have standardized residential financial stability requirements and have policies and monitoring practices to maintain our resident quality.
Revenue Management and Ancillary Services. For our conventional apartment communities, we have a centralized revenue management system that leverages people, processes and technology to work in partnership with our area operational management teams to develop rental rate pricing. We seek to increase revenue, net operating income and free cash flow by optimizing the balance between rental and occupancy rates, as well as taking into consideration the cost of preparing an apartment home for a new resident. We are also focused on careful measurements of on-site operations, as we believe that timely and accurate collection of apartment community performance and resident profile data will enable us to maximize revenue through better property management and leasing decisions. We maximize rental revenue with timely data and analysis of new and renewal pricing for each apartment home, thereby enabling us to respond quickly to changes in supply and demand. We also generate incremental revenue by providing services to our residents, including, at certain apartment communities, telecommunications services, appliance rental, carport, premier parking, garage and storage space rental.
Controlling Expenses. Cost controls are accomplished by local focus at the area level; taking advantage of economies of scale at the corporate level; and through electronic procurement. Refer to the Results of Operations discussion within Item 7 for further information regarding our cost controls.
Maintaining and Improving Apartment Community Quality. We believe that the physical condition and amenities of our apartment communities are important factors in our ability to maintain and increase rental rates. We invest in the maintenance and improvement of our apartment communities primarily through: Capital Improvements, which are non-redevelopment capital additions that are made to enhance the value, profitability or useful life of an asset from its condition at the date of our purchase; Capital Replacements, which are capital additions made to replace capital assets consumed during our ownership; and Property Upgrades, which may include kitchen and bath remodeling, energy conservation projects, and investments in longer-lived materials designed to reduce turnover costs, such as simulated wood flooring and granite countertops.
Redevelopment and Development
We invest in the redevelopment of certain apartment communities in superior locations, when we believe the investment will yield risk-adjusted returns in excess of those from apartment communities sold in paired trades or in excess of the cost of equity issued to fund the equity component of the redevelopments. We have historically undertaken a range of redevelopment projects: from those in which buildings or exteriors are renovated without the need to vacate apartment homes; to those in which significant renovation of apartment homes may be accomplished upon lease expiration; and to those in which an entire building or community is wholly vacated. We primarily execute our redevelopment projects using a phased approach, where we renovate portions of an apartment community in stages, which allows additional flexibility in project costs and the ability to tailor our product offerings to customer response and rent achievement. Redevelopment and development work may include seeking entitlements from local governments, which, for redevelopments, enhance the value of our existing portfolio by increasing density, that is, the right to add apartment homes to a site. We have a specialized Redevelopment and Construction Services team which oversees these projects and uses third party contractors with expertise in the local markets.
On a more limited basis, we may undertake ground-up development, either directly in connection with the redevelopment of an existing apartment community or at a new location. In the very limited instances where we elect to complete ground-up development in a new location (such as our One Canal development in Boston, Massachusetts), we have done so with a third party development partner with expertise in the local market and where such partner has accepted or substantially mitigated entitlement and construction risks.
Portfolio Management
Portfolio management involves the ongoing allocation of investment capital to meet our geographic and product type goals. We target geographic diversification in our portfolio in order to optimize risk-adjusted returns and to avoid the risk of undue concentration in any particular market. We seek to balance the portfolio by owning communities that offer apartment homes with a range of prices so as to diversify our exposure to economic downturns and to competitive new building supply. We also seek to own properties with the potential for profitable redevelopment.
Our portfolio strategy seeks predictable rent growth from a portfolio of “A,” “B” and “C+” quality conventional apartment communities, averaging “B/B+” in quality, and diversified among the largest coastal and job growth markets in the United States,

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as measured by total apartment value. We measure conventional apartment community quality by comparing the average rents of our apartment homes to local market average rents as reported by a third-party provider of commercial real estate performance and analysis. Under this rating system, we classify as “A” quality apartment communities those earning rents greater than 125% of the local market average, as “B” quality apartment communities those earning rents between 90% and 125% of the local market average; “C+” quality assets are those with rents greater than $1,100 per month, but lower than 90% of local market average; and “C” quality assets are those with rents less than $1,100 per month and lower than 90% of local market average. We classify as “B/B+” quality a portfolio that on average earns rents between 100% and 125% of the local market average rents where the portfolio is located. Although some companies and analysts within the multifamily real estate industry use apartment community class ratings of “A,” “B” and “C,” some of which are tied to local market rent averages, the metrics used to classify apartment community quality as well as the timing for which local markets 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 multifamily real estate industry.
Our portfolio strategy is to sell each year the 5% to 10% of our portfolio with lower projected returns, lower operating margins, and lower expected future rent growth, and reinvest the sale proceeds in apartment communities already in our portfolio, through property upgrades and redevelopment, or through the purchase of other apartment communities and, in limited situations, the development of apartment communities. We execute our strategy through paired trades when the investment will yield risk-adjusted returns in excess of those of the apartment community sold and when portfolio quality is enhanced. Whenever possible, we structure transactions in a tax-efficient manner to preserve our invested capital.
Balance Sheet and Liquidity
Our leverage strategy seeks to increase financial returns while using leverage with appropriate caution. We target the ratio of Debt plus Preferred Equity to Adjusted EBITDA to be below 7.0x and we target the ratio of Adjusted EBITDA Coverage of Interest and Preferred Dividends to be greater than 2.5x. We also focus on the ratios of Debt to Adjusted EBITDA and Adjusted EBITDA Coverage of Interest.
The majority of our leverage, approximately 93% at December 31, 2015 , consists of property-level, non-recourse, long-dated debt, and 6% at December 31, 2015 , consists of perpetual preferred equity, a combination which reduces our refunding and re-pricing risk. The majority of our property-level debt is fixed-rate, which provides a hedge against increases in interest rates, capitalization rates and inflation. Although our primary sources of leverage are property-level, non-recourse, long-dated, fixed-rate, amortizing debt and perpetual preferred equity, we also have a revolving credit arrangement which we use for working capital and other short-term purposes.
Culture
Our culture is the key to our success. Our emphasis on a collaborative, respectful, and performance-oriented culture is what enables the continuing transformation of the Aimco business. In 2015, Aimco was recognized by the Denver Post as a Top Work Place for the third consecutive year.
Competition
In attracting and retaining residents to occupy our apartment communities we compete with numerous other housing alternatives. Our apartment communities compete directly with other rental apartments as well as condominiums and single-family homes that are available for rent or purchase in the markets in which our apartment communities are located. Principal factors of competition include rent or price charged, attractiveness of the location and apartment community and quality and breadth of services. The number of competitive apartment communities relative to demand in a particular area has a material effect on our ability to lease apartment homes at our communities and on the rents we charge. In certain markets there exists an oversupply of single-family homes and condominiums relative to consumer demand, which affect the pricing and occupancy of our rental apartments.
We also compete with other real estate investors, including other apartment REITs, pension and investment funds, partnerships and investment companies in acquiring, redeveloping, managing, obtaining financing for and disposing of apartment communities. This competition affects our ability to acquire apartment communities we want to add to our portfolio and the price that we pay in such acquisitions; our ability to finance or refinance communities in our portfolio and the cost of such financing; and our ability to dispose of communities we no longer desire to retain in our portfolio and the timing and price for which we dispose of such communities.

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Taxation
Aimco
Aimco has elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended, which we refer to as the Code, commencing with our taxable year ended December 31, 1994, and intends to continue to operate in such a manner. Aimco’s current and continuing qualification as a REIT depends on its ability to meet the various requirements imposed by the Code, which relate to organizational structure, distribution levels, diversity of stock ownership and certain restrictions with regard to owned assets and categories of income. If Aimco continues to qualify for taxation as a REIT, Aimco will generally not be subject to United States Federal corporate income tax on its taxable income that is currently distributed to stockholders. This treatment substantially eliminates the “double taxation” (at the corporate and stockholder levels) that generally results from an investment in a corporation.
Even if Aimco continues to qualify as a REIT, Aimco may be subject to United States Federal income and excise taxes in various situations, such as on its undistributed income. Aimco also will be required to pay a 100% tax on any net income on non-arm’s length transactions between Aimco and a taxable REIT subsidiary (described below) and on any net income from sales of apartment communities that were held for sale to customers in the ordinary course. In addition, Aimco could also be subject to the alternative minimum tax, or AMT, on items of tax preference. State and local tax laws may not conform to the United States Federal income tax treatment, and Aimco may be subject to state or local taxation in various state or local jurisdictions, including those in which Aimco transacts business. Any taxes imposed on Aimco reduce our operating cash flow and net income.
Certain of Aimco’s operations or a portion thereof, including property management, asset management and risk management are conducted through taxable REIT subsidiaries, each of which we refer to as a TRS. A TRS is a subsidiary C-corporation that has not elected REIT status and, as such, is subject to United States Federal corporate income tax. We use TRS entities to facilitate our ability to offer certain services and activities to our residents and investment partners that cannot be offered directly by a REIT. We also use TRS entities to hold investments in certain apartment communities.
The Aimco Operating Partnership
The Aimco Operating Partnership is treated as a “pass-through” entity for United States Federal income tax purposes and is not subject to United States Federal income taxation. Each of its partners, however, is subject to tax on his or her allocable share of partnership tax items, including partnership income, gains, losses, deductions and credits, or Partnership Tax Items, for each taxable year during which he or she is a partner, regardless of whether he or she receives any actual distributions of cash or other property from the Aimco Operating Partnership during the taxable year. Generally, the characterization of any particular partnership tax item is determined by us, rather than at the partner level, and the amount of a partner’s allocable share of such item is governed by the terms of the Aimco Operating Partnership’s Partnership Agreement. AIMCO-GP, Inc., the general partner, is our “tax matters partner” for United States Federal income tax purposes. The tax matters partner is authorized, but not required, to take certain actions on behalf of the Aimco Operating Partnership with respect to tax matters. The Aimco Operating Partnership is subject to tax in certain states.
Regulation
General
Apartment communities and their owners are subject to various laws, ordinances and regulations, including those related to real estate broker licensing and regulations relating to recreational facilities such as swimming pools, activity centers and other common areas. Changes in laws increasing the potential liability for environmental conditions existing on apartment communities or increasing the restrictions on discharges or other conditions, as well as changes in laws affecting development, construction and safety requirements, may result in significant unanticipated expenditures, which would adversely affect our net income and cash flows from operating activities. In addition, future enactment of rent control or rent stabilization laws, such as legislation that has been considered in New York and certain cities in California, or other laws regulating multifamily housing may reduce rental revenue or increase operating costs in particular markets.
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 at an apartment community. These materials may include lead-based paint, asbestos, polychlorinated biphenyls, and petroleum-based fuels. Such laws often impose liability without regard to fault or whether the owner or operator knew of, or was responsible for, the release or presence of such materials. In connection with the ownership, operation and management of apartment communities, we could potentially be liable for environmental liabilities or costs associated with our current apartment communities, communities we acquire or manage in

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the future, or communities we previously owned or operated in the past. These and other risks related to environmental matters are described in more detail in Item 1A, “Risk Factors.”
Insurance
Our primary lines of insurance coverage are property, general liability, and workers’ compensation. We believe that our insurance coverages adequately insure our apartment communities against the risk of loss attributable to fire, earthquake, hurricane, tornado, flood, terrorism and other perils, and adequately insure us against other risk. Our coverage includes deductibles, retentions and limits that are customary in the industry. We have established loss prevention, loss mitigation, claims handling and litigation management procedures to manage our exposure.
Employees
At December 31, 2015 , we had 1,591 employees, of which 1,108 were at the apartment community level, performing various on-site functions, with the balance managing corporate and area operations, including investment and debt transactions, legal, financial reporting, accounting, information systems, human resources and other support functions. As of December 31, 2015 , unions represented 89 of our employees. We have never experienced a work stoppage and believe we maintain satisfactory relations with our employees.
Available Information
Our combined Annual Report on Form 10-K, our combined Quarterly Reports on Form 10-Q, Current Reports on Form 8-K filed by Aimco or the Aimco Operating Partnership and any amendments to any of those reports that we file with the Securities and Exchange Commission are available free of charge as soon as reasonably practicable through Aimco’s website at www.aimco.com . The information contained on Aimco’s website is not incorporated into this Annual Report. Aimco’s Common Stock is listed on the New York Stock Exchange under the symbol “AIV.” In 2015 , Aimco’s chief executive officer submitted his annual corporate governance listing standards certification to the New York Stock Exchange, which certification was unqualified.
Item 1A. Risk Factors
The risk factors noted in this section and other factors noted throughout this Annual Report, describe certain risks and uncertainties that could cause our actual results to differ materially from those contained in any forward-looking statement.
Redevelopment, development and construction risks could affect our profitability.
We are currently redeveloping, and we intend to continue to redevelop, certain of our apartment communities. Additionally, we are developing a 12-story apartment building in Boston, Massachusetts. During 2016, we expect to invest approximately $180 million to $220 million in conventional redevelopment and development activities. Redevelopment and development activities are subject to the following risks:
we may be unable to obtain, or experience delays in obtaining, necessary zoning, occupancy, or other required governmental or third party permits and authorizations, which could result in increased costs or the delay or abandonment of opportunities;
we may incur costs that exceed our original estimates due to increased material, labor or other costs, such as litigation;
we may be unable to complete construction and lease up of an apartment community on schedule, resulting in increased construction and financing costs and a decrease in expected rental revenues;
occupancy rates and rents at an apartment community may fail to meet our expectations for a number of reasons, including changes in market and economic conditions beyond our control and the development by competitors of competing communities;
we may be unable to obtain financing with favorable terms, or at all, which may cause us to delay or abandon an opportunity;
we may abandon opportunities that we have already begun to explore for a number of reasons, including changes in local market conditions or increases in construction or financing costs, and, as a result, we may fail to recover costs already incurred in exploring those opportunities;
we may incur liabilities to third parties during the redevelopment or development process;
unexpected events or circumstances may arise during the redevelopment or development process that affect the timing of completion and the cost and profitability of the project; and
loss of a key member of a project team could adversely affect our ability to deliver projects on time and within our budget.

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If we are not successful in our acquisition of apartment communities, our results of operations could be adversely affected.
The selective acquisition of apartment communities is a component of our strategy. However, we may not be able to complete transactions successfully in the future. Although we seek to acquire apartment communities when such acquisitions increase our Net Asset Value, Adjusted Funds From Operations, Pro forma Funds From Operations and property net operating income, such transactions may fail to perform in accordance with our expectations. In particular, following acquisition, the value and operational performance of an apartment community may be diminished if obsolescence or neighborhood changes occur before we are able to redevelop or sell the community.
Acquisitions of under development or unoccupied apartment communities may fail to perform as expected.
We may acquire apartment communities that are under development or otherwise unoccupied at the time of acquisition, and we may not be able to achieve expected occupancy levels or rental rates for these communities, resulting in lower than expected net operating income. Additionally, we may underestimate the costs necessary to bring such communities up to expected occupancy levels, which may result in lower than expected net operating income for these communities.
Because real estate investments are relatively illiquid, we may not be able to sell apartment communities when appropriate.
Real estate investments are relatively illiquid and cannot always be sold quickly. REIT tax rules also restrict our ability to sell apartment communities. Thus, we may not be able to change our portfolio promptly in response to changes in economic or other market conditions. Our ability to dispose of apartment communities in the future will depend on prevailing economic and market conditions, including the cost and availability of financing. This could have a material adverse effect on our financial condition or results of operations.
Competition could limit our ability to lease apartment homes or increase or maintain rents.
Our apartment communities compete for residents with other housing alternatives, including other rental apartments and condominiums, and, to a lesser degree, single-family homes that are available for rent, as well as new and existing condominiums and single-family homes for sale. Competitive residential housing as well as household formation and job creation in a particular area could adversely affect our ability to lease apartment homes and to increase or maintain rental rates.
Failure to generate sufficient net operating income may adversely affect our liquidity, limit our ability to fund necessary capital expenditures or adversely affect our ability to pay dividends or distributions .
Our ability to fund necessary capital expenditures on our apartment communities depends on, among other things, our ability to generate net operating income in excess of required debt payments. If we are unable to fund capital expenditures on our apartment communities, we may not be able to preserve the competitiveness of our communities, which could adversely affect our net operating income and long term value.
Our ability to make payments to our investors depends on our ability to generate net operating income in excess of required debt payments and capital expenditure requirements. Our net operating income and liquidity may be adversely affected by events or conditions beyond our control, including:
the general economic climate;
an inflationary environment in which the costs to operate and maintain our communities increase at a rate greater than our ability to increase rents, which we can only do upon renewal of existing leases or at the inception of new leases;
competition from other apartment communities and other housing options;
local conditions, such as loss of jobs, unemployment rates or an increase in the supply of apartments, that might adversely affect apartment occupancy or rental rates;
changes in governmental regulations and the related cost of compliance;
changes in tax laws and housing laws, including the enactment of rent control laws or other laws regulating multifamily housing; and
changes in interest rates and the availability of financing.

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Our existing and future debt financing could render us unable to operate, result in foreclosure of our apartment communities, prevent us from making distributions on our equity or otherwise adversely affect our liquidity.
We are subject to the risk that our cash flow from operations will be insufficient to make required payments of principal and interest, and the risk that existing indebtedness may not be refinanced or that the terms of any refinancing will not be as favorable as the terms of existing indebtedness. If we fail to make required payments of principal and interest on our non-recourse debt, our lenders could foreclose on the apartment communities and other collateral securing such debt, which would result in loss of income and asset value to us. As of December 31, 2015 , the majority of our apartment communities were encumbered by debt. Our organizational documents do not limit the amount of debt that we may incur, and we have significant amounts of debt outstanding. Payments of principal and interest may leave us with insufficient cash resources to operate our communities or pay distributions required to be paid in order to maintain Aimco’s qualification as a REIT.
Disruptions in the financial markets could affect our ability to obtain financing and the cost of available financing and could adversely affect our liquidity.
Our ability to obtain financing and the cost of such financing depends on the overall condition of the United States credit markets. During periods of economic uncertainty, the United States credit markets may experience significant liquidity disruptions, which may cause the spreads on debt financings to widen considerably and make obtaining financing, both non-recourse property debt and corporate borrowings, such as our Credit Agreement, more difficult.  Additionally, Federal Home Loan Mortgage Corporation, or Freddie Mac, and Federal National Mortgage Association, or Fannie Mae, have historically provided significant capital at a relatively low cost to finance multifamily properties. Freddie Mac and Fannie Mae are under conservatorship by the Housing Finance Agency, and their future role in the housing finance market is uncertain. If there is any significant reduction in Freddie Mac’s or Fannie Mae’s level of involvement in the secondary credit markets, it may adversely affect the pricing at which we may obtain non-recourse property debt financing.
If our ability to obtain financing is adversely affected, we may be unable to satisfy scheduled maturities on existing financing through other sources of liquidity, which could result in lender foreclosure on the apartment communities securing such debt and loss of income and asset value, each of which would adversely affect our liquidity.
Increases in interest rates would increase our interest expense and reduce our profitability.
As of December 31, 2015 , on a consolidated basis, we had approximately $111.9 million of variable-rate indebtedness outstanding. We estimate that an increase in 30-day LIBOR of 100 basis points with constant credit risk spreads would result in our net income and the amount of net income attributable to our common security holders (including Aimco common stockholders and the Aimco Operating Partnership’s common unitholders) being reduced (or the amounts of net loss and net loss attributable to our common equity holders being increased) by approximately $0.9 million , on an annual basis.
At December 31, 2015 , we had approximately $137.7 million in cash and cash equivalents and restricted cash, a portion of which bear interest at variable rates indexed to LIBOR-based rates, and which may mitigate the effect of an increase in variable rates on our variable-rate indebtedness discussed above.
Covenant restrictions may limit our ability to make payments to our investors.
Some of our debt and other securities contain covenants that restrict our ability to make distributions or other payments to our investors unless certain financial tests or other criteria are satisfied. Our Credit Agreement provides, among other things, that we may make distributions to our investors during any four consecutive fiscal quarters in an aggregate amount that does not exceed the greater of 95% of our Funds From Operations for such period, subject to certain non-cash adjustments, or such amount as may be necessary to maintain Aimco’s REIT status. Our outstanding classes of preferred stock or preferred units prohibit the payment of dividends on our Common Stock or common partnership units if we fail to pay the dividends to which the holders of the preferred stock or preferred units are entitled.
Our subsidiaries may be prohibited from making distributions and other payments to us.
All of Aimco’s apartment communities are owned, and all of Aimco’s operations are conducted, by the Aimco Operating Partnership. Further, many of the Aimco Operating Partnership’s apartment communities are owned by other subsidiaries. As a result, Aimco depends on distributions and other payments from the Aimco Operating Partnership, and the Aimco Operating Partnership depends on distributions and payments from its subsidiaries in order to satisfy our collective financial obligations and make payments to our investors. The ability of the Aimco Operating Partnership and its subsidiaries to make such distributions and other payments depends on their earnings and cash flows and may be subject to statutory or contractual limitations. As an equity investor in the Aimco Operating Partnership and its subsidiaries, our right to receive assets upon their liquidation or reorganization will be effectively subordinated to the claims of their creditors. To the extent that we are recognized as a creditor

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of such subsidiaries, our claims may still be subordinate to any security interest in or other lien on their assets and to any of their debt or other obligations that are senior to our claims.
Potential liability or other expenditures associated with potential environmental contamination may be costly.
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. Potentially hazardous materials may include polychlorinated biphenyls, petroleum-based fuels, lead-based paint, or asbestos. 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, damages to natural resources and for potential fines or penalties in connection with such damage or with respect to the improper management of hazardous materials. Moreover, private plaintiffs may potentially make claims for investigation and remediation costs they incur or personal injury, disease, disability or other infirmities related to the alleged presence of hazardous materials at an apartment community. 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.
Laws benefiting disabled persons may result in our incurrence of unanticipated expenses.
Under the Americans with Disabilities Act of 1990, or ADA, all places intended to be used by the public are required to meet certain Federal requirements related to access and use by disabled persons. The Fair Housing Amendments Act of 1988, or FHAA, requires apartment communities first occupied after March 13, 1991, to comply with design and construction requirements for disabled access. For those projects receiving Federal funds, the Rehabilitation Act of 1973 also has requirements regarding disabled access. These and other Federal, state and local laws may require modifications to our apartment communities, or affect renovations of the communities. Noncompliance with these laws could result in the imposition of fines or an award of damages to private litigants and also could result in an order to correct any non-complying feature, which could result in substantial capital expenditures. Although we believe that our apartment communities are substantially in compliance with present requirements, we may incur unanticipated expenses to comply with the ADA, the FHAA and the Rehabilitation Act of 1973 in connection with the ongoing operation or redevelopment of our apartment communities.
Moisture infiltration and resulting mold remediation may be costly.
Although we are proactively engaged in managing moisture intrusion and preventing the presence of mold at our apartment communities, it is not unusual for periodic moisture intrusion issues to cause mold in isolated locations within an apartment community. We have implemented policies, procedures and training, and include a detailed moisture intrusion and mold assessment during acquisition due diligence. We believe these measures will manage mold exposure at our apartment communities and will minimize the effects that mold may have on our residents. To date, we have not incurred any material costs or liabilities relating to claims of mold exposure or to abate mold conditions. We have only limited insurance coverage for property damage claims arising from the presence of mold and for personal injury claims related to mold exposure. Because the law regarding mold is unsettled and subject to change, we can make no assurance that liabilities resulting from the presence of or exposure to mold will not have a material adverse effect on our consolidated financial condition or results of operations.
We may be subject to litigation associated with partnership transactions that could increase our expenses and prevent completion of beneficial transactions.
We have engaged in, and may continue to engage in, the selective acquisition of interests in partnerships controlled by us that own apartment communities. In some cases, we have acquired the general partner of a partnership and then made an offer to acquire the limited partners’ interests in the partnership. In these transactions, we may be subject to litigation based on claims that we, as the general partner, have breached our fiduciary duty to our limited partners or that the transaction violates the relevant partnership agreement or state law. Although we intend to comply with our fiduciary obligations and the relevant partnership agreements, we may incur costs in connection with the defense or settlement of this type of litigation. In some cases, this type of litigation may adversely affect our desire to proceed with, or our ability to complete, a particular transaction. Any litigation of this type could also have a material adverse effect on our financial condition or results of operations.

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Government housing regulations may limit the opportunities at some of our apartment communities and failure to comply with resident qualification requirements may result in financial penalties and/or loss of benefits, such as rental revenues paid by government agencies. Additionally, the government may cease to operate or reduce funding for government housing programs which would result in a loss of benefits.
We own equity interests in consolidated and unconsolidated entities that own certain apartment communities that benefit from governmental programs intended to provide housing to people with low or moderate incomes. These programs, which are usually administered by the United States Department of Housing and Urban Development, or HUD, or state housing finance agencies, typically provide one or more of the following: mortgage insurance; favorable financing terms; tax-exempt interest; historic or low-income housing tax-credits; or rental assistance payments to the apartment community owners. As a condition of the receipt of assistance under these programs, the apartment communities must comply with various requirements, which typically limit rents to pre-approved amounts and limit our choice of residents to those with incomes at or below certain levels. Failure to comply with these requirements may result in financial penalties or loss of benefits. We are usually required to obtain the approval of HUD in order to acquire or dispose of a significant interest in or manage a HUD-assisted apartment community. We may not always receive such approval.
Additionally, there is no guarantee that the government will continue to operate these programs or that the programs will be operated in a manner that generates benefits consistent with those received in the past. Any cessation of or change in the administration of benefits from these government housing programs may result in our loss or reduction in the amount of the benefits we receive under these programs, including rental subsidies. During 2015 , 2014 and 2013 , for continuing and discontinued operations, our rental revenues include $73.4 million, $74.6 million and $88.4 million, respectively, of subsidies from government agencies. Of the 2015 subsidies, approximately 14.5% related to communities benefiting from housing assistance contracts that expired in late 2015 or expire in 2016, which we are in the process of renewing or anticipate renewing, and the remainder related to communities benefiting from housing assistance contracts that expire after 2016 and have a weighted average term of 8.2 years. Any loss or reduction in the amount of these benefits may adversely affect our liquidity and results of operations.
Although we are insured for certain risks, the cost of insurance, increased claims activity or losses resulting from casualty events may affect our operating results and financial condition.
We are insured for a portion of our consolidated apartment communities’ exposure to casualty losses resulting from fire, earthquake, hurricane, tornado, flood and other perils, which insurance is subject to deductibles and self-insurance retention. We recognize casualty losses or gains based on the net book value of the affected apartment community and the amount of any related insurance proceeds. In many instances, the actual cost to repair or replace the apartment community may exceed its net book value and any insurance proceeds. We recognize the uninsured portion of losses as casualty losses in the periods in which they are incurred. In addition, we are self-insured for a portion of our exposure to third-party claims related to our employee health insurance plans, workers’ compensation coverage and general liability exposure. With respect to our exposure to claims of third parties, we establish reserves at levels that reflect our known and estimated losses. The ultimate cost of losses and the impact of unforeseen events may vary materially from recorded reserves, and variances may adversely affect our operating results and financial condition. We purchase insurance to reduce our exposure to losses and limit our financial losses on large individual risks. The availability and cost of insurance are determined by market conditions outside our control. No assurance can be made that we will be able to obtain and maintain insurance at the same levels and on the same terms as we do today. If we are not able to obtain or maintain insurance in amounts we consider appropriate for our business, or if the cost of obtaining such insurance increases materially, we may have to retain a larger portion of the potential loss associated with our exposures to risks.
Natural disasters and severe weather may affect our operating results and financial condition.
Natural disasters such as earthquakes and severe weather such as hurricanes may result in significant damage to our apartment communities. The extent of our casualty losses and loss in operating income in connection with such events is a function of the severity of the event and the total amount of exposure in the affected area. When we have geographic concentration of exposures, a single catastrophe (such as an earthquake) or destructive weather event (such as a hurricane) affecting a region may have a significant adverse effect on our financial condition and results of operations. We cannot accurately predict natural disasters or severe weather, or the number and type of such events that will affect us. As a result, our operating and financial results may vary significantly from one period to the next. Although we anticipate and plan for losses, there can be no assurance that our financial results will not be adversely affected by our exposure to losses arising from natural disasters or severe weather in the future that exceed our previous experience and assumptions.
We depend on our senior management.
Our success depends upon the retention of our senior management, including Terry Considine, our chief executive officer. We have a succession planning and talent development process that is designed to identify potential replacements and develop our team members to provide depth in the organization and a bench of talent on which to draw. However, there are no assurances that

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we would be able to find qualified replacements for the individuals who make up our senior management if their services were no longer available. The loss of services of one or more members of our senior management team could have a material adverse effect on our business, financial condition and results of operations. We do not currently maintain key-man life insurance for any of our employees.
Aimco may fail to qualify as a REIT.
If Aimco fails to qualify as a REIT, Aimco will not be allowed a deduction for dividends paid to its stockholders in computing its taxable income, and will be subject to United States Federal income tax at regular corporate rates, including any applicable AMT. This would substantially reduce our funds available for distribution to our investors. Unless entitled to relief under certain provisions of the Code, Aimco also would be disqualified from taxation as a REIT for the four taxable years following the year during which it ceased to qualify as a REIT. In addition, Aimco’s failure to qualify as a REIT would place us in default under our Credit Agreement.
We believe that Aimco operates, and has since its taxable year ended December 31, 1994 operated, in a manner that enables it to meet the requirements for qualification as a REIT for United States Federal income tax purposes. Aimco’s continued qualification as a REIT will depend on its satisfaction of certain asset, income, investment, organizational, distribution, stockholder ownership and other requirements on a continuing basis. Aimco’s ability to satisfy the asset tests depends upon our analysis of the fair market values of our assets, some of which are not susceptible to a precise determination, and for which we do not obtain independent appraisals. Aimco’s compliance with the REIT income and quarterly asset requirements also depends upon our ability to manage successfully the composition of our income and assets on an ongoing basis. Moreover, the proper classification of an instrument as debt or equity for United States Federal income tax purposes may be uncertain in some circumstances, which could affect the application of the REIT qualification requirements. Accordingly, there can be no assurance that the Internal Revenue Service, or the IRS, will not contend that our interests in subsidiaries or other issuers constitutes a violation of the REIT requirements. Moreover, future economic, market, legal, tax or other considerations may cause Aimco to fail to qualify as a REIT, or Aimco’s Board of Directors may determine to revoke its REIT status.
REIT distribution requirements limit our available cash.
As a REIT, Aimco is subject to annual distribution requirements. As Aimco’s operating partnership, the Aimco Operating Partnership pays distributions intended to satisfy Aimco’s distribution requirements. This limits the amount of cash available for other business purposes, including amounts to fund our growth. Aimco generally must distribute annually at least 90% of its REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gain, in order for its distributed earnings not to be subject to United States Federal corporate income tax. We intend to make distributions to Aimco’s stockholders to comply with the requirements of the Code. However, differences in timing between the recognition of taxable income and the actual receipt of cash could require us to sell apartment communities or borrow funds on a short-term or long-term basis to meet the 90% distribution requirement of the Code.
Aimco may be subject to federal and state income taxes, in certain circumstances.
Even if Aimco qualifies as a REIT, Aimco may be subject to United States Federal income and excise taxes in various situations, such as on its undistributed income. Aimco could also be required to pay a 100% tax on any net income on non-arm's length transactions between Aimco and a taxable REIT subsidiary and on any net income from sales of apartment communities that were held for sale to customers in the ordinary course. In addition, Aimco could be subject to alternative minimum tax, or AMT, on items of tax preference. State and local tax laws may not conform to the United States Federal income tax treatment, and Aimco may be subject to state or local taxation in various state or local jurisdictions, including those in which Aimco transacts business. Any taxes imposed on Aimco would reduce our operating cash flow and net income and could negatively impact our ability to pay dividends and distributions.
Recent Tax Legislation Impacts Certain U.S. Federal Income Tax Rules Applicable to REITs
The recently enacted Protecting Americans from Tax Hikes Act of 2015, or PATH Act, contains changes to certain aspects of the U.S. federal income tax rules applicable to REITs.  The PATH Act modifies various rules that apply to a REIT’s ownership of and business relationship with its TRS entities and reduces (beginning in 2018) the value of a REIT’s assets that may be in TRS entities from 25% to 20%.  The PATH Act makes permanent the reduction of the period (from ten years to five years) during which a REIT is subject to corporate-level tax on the recognition of built-in gains in assets of an acquired corporation.  The PATH Act also makes multiple changes related to the Foreign Investment in Real Property Tax Act, expands prohibited transaction safe harbors and qualifying hedges, and repeals the preferential dividend rule for publicly-offered REITs.  Lastly, the PATH Act adjusts the way a REIT calculates earnings and profits in certain circumstances to avoid double taxation at the shareholder level, and expands the types of assets and income treated as qualifying for purposes of the REIT requirements.  Investors are urged to consult their tax advisors with respect to these changes and the potential impact on their investment in our common stock and debt securities.

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Limits on ownership of shares in Aimco’s charter may result in the loss of economic and voting rights by purchasers that violate those limits.
Aimco’s charter limits ownership of Common Stock by any single stockholder (applying certain “beneficial ownership” rules under the Federal securities laws) to 8.7% (or up to 12.0% upon a waiver from Aimco’s Board of Directors) of outstanding shares of Common Stock, or 15% in the case of certain pension trusts, registered investment companies and Mr. Considine (or up to 18.0% for such pension trusts or registered investment companies upon a waiver from Aimco’s Board of Directors). Aimco’s charter also limits ownership of Aimco’s Common Stock and preferred stock by any single stockholder to 8.7% of the value of the outstanding Common Stock and preferred stock, or 15% in the case of certain pension trusts, registered investment companies and Mr. Considine. The charter also prohibits anyone from buying shares of Aimco’s capital stock if the purchase would result in Aimco losing its REIT status. This could happen if a transaction results in fewer than 100 persons owning all of Aimco’s shares of capital stock or results in five or fewer persons (applying certain attribution rules of the Code) owning 50% or more of the value of all of Aimco’s shares of capital stock. If anyone acquires shares in excess of the ownership limit or in violation of the ownership requirements of the Code for REITs:
the transfer will be considered null and void;
we will not reflect the transaction on Aimco’s books;
we may institute legal action to enjoin the transaction;
we may demand repayment of any dividends received by the affected person on those shares;
we may redeem the shares;
the affected person will not have any voting rights for those shares; and
the shares (and all voting and dividend rights of the shares) will be held in trust for the benefit of one or more charitable organizations designated by Aimco.
Aimco may purchase the shares of capital stock held in trust at a price equal to the lesser of the price paid by the transferee of the shares or the then current market price. If the trust transfers any of the shares of capital stock, the affected person will receive the lesser of the price paid for the shares or the then current market price. An individual who acquires shares of capital stock that violate the above rules bears the risk that the individual:
may lose control over the power to dispose of such shares;
may not recognize profit from the sale of such shares if the market price of the shares increases;
may be required to recognize a loss from the sale of such shares if the market price decreases; and
may be required to repay to us any distributions received from us as a result of his or her ownership of the shares.
Aimco’s charter may limit the ability of a third party to acquire control of Aimco.
The 8.7% ownership limit discussed above may have the effect of delaying or precluding acquisition of control of Aimco by a third party without the consent of Aimco’s Board of Directors. Aimco’s charter authorizes its Board of Directors to issue up to 510,587,500 shares of capital stock. As of December 31, 2015 , 500,787,260 shares were classified as Common Stock, of which 156,326,416 were outstanding, and 9,800,240 shares were classified as preferred stock, of which 6,391,643 were outstanding. Under Aimco’s charter, its Board of Directors has the authority to classify and reclassify any of Aimco’s unissued shares of capital stock into shares of capital stock with such preferences, conversion or other rights, voting power restrictions, limitations as to dividends, qualifications or terms or conditions of redemptions as the Board of Directors may determine. The authorization and issuance of a new class of capital stock could have the effect of delaying or preventing someone from taking control of Aimco, even if a change in control were in Aimco’s stockholders’ best interests.
The Maryland General Corporation Law may limit the ability of a third party to acquire control of Aimco.
As a Maryland corporation, Aimco is subject to various Maryland laws that may have the effect of discouraging offers to acquire Aimco and increasing the difficulty of consummating any such offers, even if an acquisition would be in Aimco’s stockholders’ best interests. The Maryland General Corporation Law, specifically the Maryland Business Combination Act, restricts mergers and other business combination transactions between Aimco and any person who acquires, directly or indirectly, beneficial ownership of shares of Aimco’s stock representing 10% or more of the voting power without Aimco’s Board of Directors’ prior approval. Any such business combination transaction could not be completed until five years after the person acquired such voting power, and generally only with the approval of stockholders representing 80% of all votes entitled to be cast and 66-2/3% of the votes entitled to be cast, excluding the interested stockholder, or upon payment of a fair price. The Maryland General Corporation

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Law, specifically the Maryland Control Share Acquisition Act, provides generally that a person who acquires shares of Aimco’s capital stock representing 10% or more of the voting power in electing directors will have no voting rights unless approved by a vote of two-thirds of the shares eligible to vote. Additionally, the Maryland General Corporation Law provides, among other things, that the board of directors has broad discretion in adopting stockholders’ rights plans and has the sole power to fix the record date, time and place for special meetings of the stockholders. To date, Aimco has not adopted a stockholders’ rights plan. In addition, the Maryland General Corporation Law provides that a corporation that:
has at least three directors who are not officers or employees of the entity or related to an acquiring person; and
has a class of equity securities registered under the Securities Exchange Act of 1934, as amended,
may elect in its charter or bylaws or by resolution of the board of directors to be subject to all or part of a special subtitle that provides that:
the corporation will have a staggered board of directors;
any director may be removed only for cause and by the vote of two-thirds of the votes entitled to be cast in the election of directors generally, even if a lesser proportion is provided in the charter or bylaws;
the number of directors may only be set by the board of directors, even if the procedure is contrary to the charter or bylaws;
vacancies may only be filled by the remaining directors, even if the procedure is contrary to the charter or bylaws; and
the secretary of the corporation may call a special meeting of stockholders at the request of stockholders only on the written request of the stockholders entitled to cast at least a majority of all the votes entitled to be cast at the meeting, even if the procedure is contrary to the charter or bylaws.
To date, Aimco has not made any of the elections described above.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
Our portfolio includes garden style, mid-rise and high-rise apartment communities located in 22 states and the District of Columbia. Our geographic allocation strategy focuses on the largest coastal and job growth markets in the United States. The following table sets forth information on all of our apartment communities as of December 31, 2015 :
 
Number of Apartment Communities
 
Number of Apartment Homes
 
Average Ownership
Conventional:
 
 
 
 
 
Atlanta
8

 
1,497

 
99
%
Bay Area
11

 
2,169

 
100
%
Boston
15

 
4,689

 
100
%
Chicago
10

 
3,246

 
100
%
Denver
8

 
2,065

 
98
%
Greater DC
14

 
6,547

 
100
%
Greater LA
15

 
5,313

 
88
%
Miami
5

 
2,571

 
100
%
New York
18

 
1,040

 
100
%
Philadelphia
6

 
3,525

 
98
%
San Diego
12

 
2,423

 
97
%
Seattle
2

 
239

 
100
%
Total target markets
124

 
35,324

 
97
%
Other markets
16

 
5,140

 
98
%
Total conventional owned and managed
140

 
40,464

 
98
%
Affordable
56

 
8,685

 
95
%
Total
196

 
49,149

 
97
%

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At December 31, 2015 , we owned an equity interest in and consolidated within our financial statements 185 apartment communities containing 48,320 apartment homes. These consolidated apartment communities contain, on average, 261 apartment homes, with the largest community containing 2,113 apartment homes. These apartment communities offer residents a range of amenities, including resort pools with cabanas, grills and other amenities, clubhouses, spas, fitness centers, dog parks and large open spaces. Many of the apartment homes offer features such as granite countertops, wood flooring and cabinets, stainless steel appliances, fireplaces, spacious closets, washer and dryer connections, and balconies and patios. Some of our premier apartment communities also offer premium features including designer kitchens and bathroom finishes. Additional information on our consolidated apartment communities is contained in “Schedule III - Real Estate and Accumulated Depreciation” in this Annual Report on Form 10-K. At December 31, 2015 , we held an equity interest in and did not consolidate within our financial statements 11 apartment communities containing 829 apartment homes.
The majority of our consolidated apartment communities are encumbered by property debt. At December 31, 2015 , 157 of our consolidated apartment communities were encumbered by, in aggregate, $3.8 billion of property debt with a weighted average interest rate of 5.01% and a weighted average maturity of 8.1 years, respectively. Each of the non-recourse property debt instruments comprising this total are collateralized by one of our apartment communities, without cross-collateralization, with an aggregate gross book value of $6.9 billion . Refer to Note 5 to the consolidated financial statements in Item 8 for additional information regarding our property debt. As of December 31, 2015 , we had an unencumbered pool that included 25 consolidated apartment communities and had an estimated fair value of $1.8 billion . At December 31, 2015 , we also had two recently acquired consolidated apartment communities which we anticipate encumbering but for which financing was not yet in place.
Item 3. Legal Proceedings
As further discussed in Note 7 to the consolidated financial statements in Item 8, we are engaged in discussions with regulatory agencies regarding environmental matters at apartment communities we, or predecessor entities, previously owned. Although the outcome of the process we are undergoing for these environmental matters is uncertain, we do not expect the resolution to have a material adverse effect on our consolidated financial condition, results of operations or cash flows.
Item 4. Mine Safety Disclosures
Not applicable.

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PART II

Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Aimco
Aimco’s Common Stock has been listed and traded on the NYSE under the symbol “AIV” since July 22, 1994. The following table sets forth the quarterly high and low sales prices of our Common Stock, as reported on the NYSE, and the dividends declared in the periods indicated:
Quarter Ended
High
 
Low
 
Dividends
Declared
(per share)
December 31, 2015
$
40.83

 
$
35.88

 
$
0.30

September 30, 2015
40.43

 
34.71

 
0.30

June 30, 2015
39.66

 
36.52

 
0.30

March 31, 2015
41.55

 
36.59

 
0.28

 
 
 
 
 
 
December 31, 2014
$
38.53

 
$
31.62

 
$
0.26

September 30, 2014
34.87

 
31.51

 
0.26

June 30, 2014
32.76

 
28.95

 
0.26

March 31, 2014
31.28

 
25.52

 
0.26

Aimco’s Board of Directors determines and declares its dividends. In making a dividend determination, Aimco’s Board of Directors considers a variety of factors, including: REIT distribution requirements; current market conditions; liquidity needs and other uses of cash, such as for deleveraging and accretive investment activities. Aimco’s Board of Directors targets a dividend payout ratio of approximately 65% of Adjusted Funds From Operations (which is defined in Item 7). In January 2016, Aimco’s Board of Directors declared a cash dividend of $0.33 per share on its Common Stock. On an annualized basis, this represents an increase of 12% compared to the dividends paid in 2015 . This dividend is payable on February 29, 2016, to stockholders of record on February 19, 2016. Aimco’s Board of Directors anticipates similar per share quarterly cash dividends for the remainder of 2016. However, the Board of Directors may adjust the dividend amount or the frequency with which the dividend is paid based on then prevailing facts and circumstances.
On February 25, 2016 , the closing price of the Common Stock was $36.62 per share, as reported on the NYSE, and there were 156,599,775 shares of Common Stock outstanding, held by 1,958 stockholders of record. The number of holders does not include individuals or entities who beneficially own shares but whose shares are held of record by a broker or clearing agency, but does include each such broker or clearing agency as one recordholder.
As a REIT, Aimco 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.
From time to time, Aimco may issue shares of Common Stock in exchange for common and preferred OP Units tendered to the Aimco Operating Partnership for redemption in accordance with the terms and provisions of the agreement of limited partnership of the Aimco Operating Partnership. Such shares are issued based on an exchange ratio of one share for each common OP Unit or the applicable conversion ratio for preferred OP Units. Additionally, from time to time, Aimco may also issue shares of Common Stock in exchange for limited partnership units in consolidated real estate partnerships that are tendered to the Aimco Operating Partnership for redemption in accordance with the terms and provisions of the related limited partnership agreement. The shares are generally issued in exchange for OP Units or limited partnership units in private transactions exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(2) thereof. During the year ended December 31, 2015 , we did not issue any shares of Common Stock in exchange for common OP Units or preferred OP Units. During the year ended December 31, 2015 , we did not issue any shares of Common Stock in exchange for limited partnership interests in consolidated real estate partnerships.
Aimco’s Board of Directors has, from time to time, authorized Aimco to repurchase shares of its outstanding capital stock. There were no repurchases of Aimco shares during the year ended December 31, 2015 . As of December 31, 2015 , Aimco was authorized to repurchase approximately 19.3 million shares. This authorization has no expiration date. These repurchases may be made from time to time in the open market or in privately negotiated transactions.

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Performance Graph
The following graph compares cumulative total returns for Aimco’s Common Stock, the MSCI US REIT Index, the Standard & Poor’s 500 Total Return Index (the “S&P 500”), and the NAREIT Apartment Index. The MSCI US REIT Index is published by Morgan Stanley Capital International Inc., a provider of equity indices. The NAREIT Apartment Index is published by The National Association of Real Estate Investment Trusts, or NAREIT, a representative of real estate investment trusts and publicly traded real estate companies with interests in United States real estate and capital markets. The MSCI REIT Index reflects total shareholder return for a broad range of REITs and the NAREIT Apartment Index provides a more direct multifamily peer comparison of total shareholder return. The indices are weighted for all companies that fit the definitional criteria of the particular index and are calculated to exclude companies as they are acquired and add them to the index calculation as they become publicly traded companies. All companies of the definitional criteria in existence at the point in time presented are included in the index calculations. The graph assumes the investment of $100 in Aimco’s Common Stock and in each index on December 31, 2010, and that all dividends paid have been reinvested. The historical information set forth below is not necessarily indicative of future performance.
 
For the fiscal years ended December 31,
Index
2010
2011
2012
2013
2014
2015
Aimco (1)
$
100.00

$
90.39

$
109.99

$
108.83

$
161.12

$
179.08

MSCI US REIT (1)
100.00

108.69

128.00

131.17

171.01

175.32

S&P 500 (1)
100.00

102.11

118.45

156.82

178.28

180.75

NAREIT Apartment Index (2)
100.00

115.10

123.08

115.45

161.20

187.72

(1) Source: SNL Financial LC, Charlottesville, VA © 2016
(2) Source: National Association of Real Estate Investment Trusts
The Performance Graph will not be deemed to be incorporated by reference into any filing by Aimco under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that Aimco specifically incorporates the same by reference.
The information required by Item 5 with respect to securities authorized for issuance under equity compensation plans set forth below in Part III, Item 12 of this Annual Report, is incorporated herein by reference.

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The Aimco Operating Partnership
There is no public market for the Aimco Operating Partnership’s common partnership units, including OP Units, and we have no intention of listing the common partnership units on any securities exchange. In addition, the Aimco Operating Partnership’s Partnership Agreement restricts the transferability of common partnership units, including OP Units. The following table sets forth the distributions declared per common partnership unit in each quarterly period during the two years ended December 31, 2015 and 2014 :
Quarter Ended
 
2015
 
2014
December 31
 
$
0.30

 
$
0.26

September 30
 
0.30

 
0.26

June 30
 
0.30

 
0.26

March 31
 
0.28

 
0.26

We intend for the Aimco Operating Partnership’s future distributions per common partnership unit to be equal to Aimco’s Common Stock dividends.
At February 25, 2016 , there were 164,453,698 common partnership units and equivalents outstanding ( 156,599,775 of which were held by Aimco) that were held by 2,806 unitholders of record.
The Aimco Operating Partnership’s Partnership Agreement generally provides that after holding common OP Units for one year, limited partners other than Aimco have the right to redeem their common OP Units for cash, subject to our prior right to cause Aimco to acquire some or all of the common OP Units tendered for redemption in exchange for shares of Aimco Common Stock. Common OP Units redeemed for shares of Aimco Common Stock are exchanged on a one-for-one basis (subject to antidilution adjustments).
No common OP Units or preferred OP Units held by Limited Partners were redeemed in exchange for shares of Aimco Common Stock during the year ended December 31, 2015 .
The following table summarizes the Aimco Operating Partnership’s repurchases of common OP Units for the three months ended December 31, 2015 :
Fiscal period
 
Total Number of Units Purchased
 
Average Price Paid per Unit
 
Total Number of Units Purchased as Part of Publicly Announced Plans or Programs (1)
 
Maximum Number of Units that May Yet Be Purchased Under Plans or Programs (1)
October 1 - October 31, 2015
 
34,064

 
$
35.98

 
N/A
 
N/A
November 1 - November 30, 2015
 
5,436

 
39.69

 
N/A
 
N/A
December 1 - December 31, 2015
 
3,920

 
37.39

 
N/A
 
N/A
Total
 
43,420

 
$
36.57

 
 
 
 
(1)
The terms of the Aimco 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 the Aimco Operating Partnership’s Partnership Agreement, the Aimco Operating Partnership has no publicly announced plans or programs of repurchase. However, whenever Aimco repurchases its Common Stock, it is expected that Aimco will fund the repurchase with a concurrent repurchase by the Aimco Operating Partnership of common partnership units held by Aimco at a price per unit that is equal to the price per share paid for the Common Stock. Refer to the preceding discussion of Aimco’s authorization for equity repurchases.
Dividend and Distribution Payments
Our Credit Agreement includes customary covenants, including a restriction on dividends and other restricted payments, but permits dividends and distributions during any four consecutive fiscal quarters in an aggregate amount of up to 95% of Aimco’s Funds From Operations for such period, subject to certain non-cash adjustments, or such amount as may be necessary to maintain Aimco’s REIT status.

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Item 6. Selected Financial Data
The following selected financial data is based on audited historical financial statements of Aimco and the Aimco Operating Partnership. This information should be read in conjunction with such financial statements, including the notes thereto, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included herein or in previous filings with the Securities and Exchange Commission.
 
For The Years Ended December 31,
 
2015
 
2014
 
2013
 
2012
 
2011
 
(dollar amounts in thousands, except per share data)
OPERATING DATA:
 
 
 
 
 
 
 
 
 
Total revenues
$
981,310

 
$
984,363

 
$
974,053

 
$
958,511

 
$
914,355

Income (loss) from continuing operations (1)
91,390

 
67,475

 
34,596

 
(18,756
)
 
(136,237
)
Earnings (loss) per common share - basic and diluted:
 
 
 
 
 
 
 
 
 
Income (loss) from continuing operations attributable to Aimco common stockholders
$
1.52

 
$
2.06

 
$
0.29

 
$
(0.60
)
 
$
(1.22
)
 
 
 
 
 
 
 
 
 
 
BALANCE SHEET INFORMATION:
 
 
 
 
 
 
 
 
 
Total assets
$
6,144,194

 
$
6,097,028

 
$
6,079,413

 
$
6,401,380

 
$
6,871,862

Total indebtedness
3,873,160

 
4,135,139

 
4,388,185

 
4,413,083

 
4,488,822

 
 
 
 
 
 
 
 
 
 
OTHER INFORMATION:
 
 
 
 
 
 
 
 
 
Dividends declared per common share (2)
$
1.18

 
$
1.04

 
$
0.96

 
$
0.76

 
$
0.48


(1)
Effective January 1, 2014, we adopted ASU 2014-08, which revised the definition of a discontinued operation. In the selected financial data presentation above, the results of operations for apartment communities sold or classified as held for sale during 2015 and 2014 are reflected within income from continuing operations for all periods presented. The Aimco Operating Partnership's loss from continuing operations for the year ended December 31, 2011, was $134.4 million, which differed from Aimco due to interest income earned by the Aimco Operating Partnership on notes receivable from Aimco. The notes were repaid in late 2011 and the interest amounts were eliminated within Aimco's consolidated financial statements.
(2)
The Aimco Operating Partnership’s distributions declared per common unit equaled the Aimco dividends declared per common share for the years ended December 31, 2012-2015. During the year ended December 31, 2011, the Aimco Operating Partnership's distributions per common included a $0.15 per unit special distribution.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Executive Overview
Aimco and the Aimco Operating Partnership are focused on the ownership, management, redevelopment and limited development of quality apartment communities located in the largest coastal and job growth markets in the United States. Our business and strategic areas of focus are described in more detail within the Business Overview in Item 1. Execution of our goals within our strategic areas of focus drove good results for Aimco in 2015, summarized below.
In Property Operations, across our diversified conventional same store portfolio, new and renewal rent growth was 4.9% in 2015, higher than in 2014 by 50 basis points.
In Redevelopment, strong consumer demand for our redeveloped apartment homes drove: the lease up of Ocean House on Prospect in La Jolla, one quarter earlier than expected; absorption above seasonal expectations at Park Towne Place and The Sterling in Philadelphia; and second generation rent increases averaging 13% for our occupancy-stabilized redevelopments at Lincoln Place, Pacific Bay Vistas and Preserve at Marin.
In Portfolio Management, fourth quarter 2015 average revenue per apartment home was up 10% from fourth quarter 2014, reaching $1,840, a record high for Aimco.
On the Balance Sheet, at December 31, 2015 , we had approximately $675 million of cash and restricted cash on-hand and credit available on our revolving credit facility. Leverage, as measured by the ratio of Debt plus Preferred Equity to Adjusted EBITDA (defined under the Non-GAAP Performance and Liquidity Measures heading), was down year-over-year by 11%.
Further information about the accomplishments in each of these strategic areas of focus is included in the sections that follow.
Property Operations
We own and operate a diversified portfolio of conventional apartment communities. At December 31, 2015 , our conventional portfolio included 140 apartment communities with 40,464 apartment homes in which we held an average ownership of approximately 98% . We also operate a portfolio of affordable apartment communities, which consists of apartments with rents that are generally paid, in whole or part, by a government agency. At December 31, 2015 , our affordable portfolio consisted of 56 apartment communities with 8,685 apartment homes in which we held an average ownership of approximately 95% . Our conventional and affordable portfolios comprise our reportable segments and generated 90% and 10% , respectively, of our proportionate property net operating income (defined below under the Results of Operations – Real Estate Operations heading) during the year ended December 31, 2015 .
For the year ended December 31, 2015 , our conventional portfolio provided 67% operating margins and 60% free cash flow margins. Free cash flow and average revenue per effective apartment home are both defined under the Non-GAAP Performance and Liquidity Measures heading.
Redevelopment and Development
During the year ended December 31, 2015 , we invested approximately $118 million in redevelopment projects, enhancing seven communities with a total of more than 2,500 apartment homes. During the year, we completed construction on our multi-year redevelopments at Lincoln Place, located in Venice, California, and Preserve at Marin, located in Marin County, California. We also completed construction at 2900 on First, in Seattle, Washington, and Ocean House on Prospect, located in La Jolla, California. During the year, we also continued the phased redevelopment of two Center City Philadelphia, Pennsylvania communities, Park Towne Place and The Sterling.
At Park Towne Place, 2015 saw the near completion of the redevelopment of one of the four towers that comprise the community, as well as the town center. At the end of January 2016, we had leased 83% of the completed apartment homes in this tower, with rents above underwriting, and we have now completed construction of the remaining apartment homes in this tower. Based on these successful results, we approved a plan during 2015 to redevelop a second tower at Park Towne Place with 245 apartment homes. We began de-leasing this tower during the fourth quarter and construction is underway. We anticipate construction completion for the second tower in the fourth quarter of 2016. By the end of January 2016, we had signed leases for 55% of the 12,560 square feet of commercial space in the community, at rents above underwriting.
At The Sterling, during 2015, we completed renovation of the common areas and retail space, at a cost consistent with underwriting. Based on the success of the lease-up pace and pricing of the apartment homes that have been completed, in the fourth quarter 2015, we approved a plan to expand the phased redevelopment of The Sterling with another five floors containing

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130 apartment homes. By the end of January 2016, 62% of the 409 apartment homes approved for redevelopment were complete, at a cost consistent with underwriting, and we had leased 97% of the completed apartment homes, with rents above underwriting. We had also signed leases for 84% of the 19,845 square feet of retail space at rents above underwriting.
During 2015, we also invested a total of $116 million in development, about $100 million of which was in our One Canal property in Boston. We expect completion of construction for One Canal in April 2016 and we are pre-leasing now. We also invested $16 million in the completion of Vivo, a community we acquired in Cambridge mid-year while under construction. We saw our first move-ins at Vivo in October and at the end of January 2016, the community was 48% leased at rents above underwriting.
See below under the Liquidity and Capital Resources – Redevelopment and Development heading for additional information regarding our ongoing redevelopment and development projects at December 31, 2015 .
Portfolio Management
Average revenue per effective apartment home for our conventional portfolio increased by 10% , from $1,669 for the three months ended December 31, 2014 , to $1,840 for the three months ended December 31, 2015 , as a result of year-over-year revenue growth of 4.5% for our conventional same store apartment communities, the sale of conventional apartment communities during 2015 with average revenues per home lower than the apartment communities in our retained portfolio and the reinvestment of the sales proceeds through redevelopment and acquisition of apartment communities with better prospects and higher rents.
In total, we sold 11 apartment communities with 3,855 apartment homes during the year ended December 31, 2015 . These sales represented roughly 4% of our beginning of year real estate asset value. Eight of these communities were from our conventional portfolio, with average monthly revenues per apartment home of $1,043 , 43% below the average of our retained conventional portfolio. Among the properties sold, was the last one we held in Phoenix. We also continued the sell-down of our affordable portfolio with the sale of three communities.
Consistent with our paired-trade discipline, proceeds from these sales were reinvested in redevelopment and development projects described above, acquisitions, and property upgrades with a weighted average Free Cash Flow internal rate of return (defined under the Non-GAAP Performance and Liquidity Measures heading) approximately 350 basis points higher than the communities sold to fund them.
In addition to our acquisition of the under construction community, Vivo, which is described under the Redevelopment and Development heading above, during 2015, we purchased two other communities: Mezzo, an operating community in Atlanta; and Axiom, a lease-up community in Cambridge. Our total purchase price for these three communities was $129 million .
At the end of January 2016, Axiom was 89% leased at rents above underwriting. We expect to reach occupancy stabilization on this community during the second quarter of 2016.
In addition to the acquisitions of these three communities, during the year we entered into a contract to acquire an apartment community currently under construction in Northern California for $320 million.  The acquisition is expected to close upon completion of construction in the summer of 2016. We intend to fund the acquisition through a ten-year property loan, with the balance funded primarily by proceeds from the sale of two apartment communities: one in Alexandra, Virginia; and our last community in Phoenix, which sale closed in December 2015.
Through our disciplined execution of our portfolio management strategy, over the three year period from December 31, 2012 to December 31, 2015, we:
increased our period-end conventional portfolio average revenue per apartment home by 35% to $1,840 . This rate of growth reflects the impact of market rent growth, and more significantly, the impact of portfolio management through dispositions, redevelopment and acquisitions;
increased our conventional portfolio Free Cash Flow margin by 9% through the sale of lower-rated communities and reinvestment in communities of greater quality commanding higher rents; and
increased to 91% the percentage of our conventional property net operating income earned in our target markets.
As a result of these efforts, as of September 30, 2015, the most recent period for which market information is available, approximately 51%, 32% and 17% of Aimco's portfolio is invested in “A,” “B” and “C+” quality apartment homes, respectively, as measured under our portfolio quality rating system discussed in the Portfolio Management heading in Item 1.
As we continue to execute our portfolio strategy, we expect to continue to increase conventional portfolio average revenue per apartment home at a rate greater than market rent growth; to increase further Free Cash Flow margins; to sell our lower rated

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apartment communities; and to increase to 95% or more the percentage of our conventional property net operating income earned in our target markets.
Balance Sheet and Liquidity
Our leverage strategy seeks to increase financial returns while using leverage with appropriate caution. We target the ratio of Debt plus Preferred Equity to Adjusted EBITDA to be below 7.0x and we target the ratio of Adjusted EBITDA Coverage of Interest and Preferred Dividends to be greater than 2.5x.  We also focus on the ratios of Debt to Adjusted EBITDA and Adjusted EBITDA Coverage of Interest. Proportionate Debt, Adjusted EBITDA and Adjusted Interest, as used in these ratios, are non-GAAP financial measures, which are further discussed and reconciled under the Non-GAAP Performance and Liquidity Measures - Leverage Ratios heading. Preferred Equity represents Aimco's preferred stock and the Aimco Operating Partnership's preferred OP units.
Our leverage ratios for the trailing twelve month periods ended December 31, 2015 and 2014 , are presented below:
 
Trailing Twelve Months Ended December 31,
 
Pro-forma Trailing Twelve Months Ended December 31,
 
2015
 
2014
 
2014 (1)
Proportionate Debt to Adjusted EBITDA
6.4x
 
7.1x
 
6.5x
Proportionate Debt plus Preferred Equity to Adjusted EBITDA
6.8x
 
7.6x
 
7.0x
Adjusted EBITDA to Adjusted Interest
3.1x
 
2.7x
 
2.9x
Adjusted EBITDA to Adjusted Interest and Preferred Dividends
2.8x
 
2.5x
 
2.7x
(1)
During January 2015, Aimco completed a Common Stock offering resulting in net proceeds of approximately $367 million. The pro-forma ratios presented for the trailing twelve months ended December 31, 2014, have been adjusted to reflect the following: a) Repayment of $112.3 million of outstanding borrowings under our Credit Agreement at December 31, 2014 ; b) Repayment of $102.2 million of property debt; c) Redemption of $27.0 million of Aimco’s CRA Preferred Stock; and d) Investment of the remaining proceeds from the common offering. Refer to Note 9 to the consolidated financial statements in Item 8 for additional information regarding this stock offering.
We expect future leverage reduction from both earnings growth, especially as apartment communities now being redeveloped or developed are completed and leased, and from regularly scheduled property debt amortization repaid from operating cash flows. As of December 31, 2015 , we had an unencumbered pool that included 25 consolidated apartment communities and had an estimated fair value of approximately $1.8 billion .
Two credit rating agencies rate our creditworthiness, using different methodologies and ratios for assessing our credit. In 2015, both of these agencies upgraded our credit rating and outlook to BBB- (stable), an investment grade rating. In addition to lowering the cost of borrowings under our line of credit, an improvement to an investment grade rating may lower the cost of any future preferred equity issuance, provide additional flexibility for sources of capital, and provide other intangible benefits. Although some of the ratios they use are similar to those we use to measure our leverage, there are differences in our methods of calculation and therefore our leverage ratios disclosed above are not indicative of the ratios that may be calculated by these agencies. While an investment grade rating provides for ready access to the issuance of corporate debt, we do not anticipate doing so.
At December 31, 2015, we had $675 million of cash and restricted cash on hand and credit available on our Senior Secured Credit Agreement.
Culture
Our culture is the key to our success. Our emphasis on a collaborative, respectful, and performance-oriented culture is what enables the continuing transformation of the Aimco business. In 2015, Aimco was recognized by the Denver Post as a Top Work Place for the third consecutive year.
Key Financial Indicators
Key financial indicators that we use in managing our business and in evaluating our financial condition and operating performance include: Economic Income, Net Asset Value and Adjusted Funds From Operations. In addition to these indicators, we also use Pro forma Funds From Operations; Free Cash Flow, Free Cash Flow internal rate of return, Free Cash Flow capitalization rate, net operating income, or NOI, capitalization rate, same store property operating results, proportionate property net operating income, average revenue per effective apartment home, financial coverage ratios, and leverage as shown on our balance sheet to evaluate our operating performance and financial condition. Most of these financial indicators are non-GAAP financial measures, which are defined, further described and, for certain of the measures, reconciled to comparable GAAP-based measures, under the Non-GAAP Performance and Liquidity Measures heading.

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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 redevelop, acquire and dispose of our apartment communities affect 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 consolidated financial statements in Item 8.
Overview
2015 compared to 2014
Net income attributable to Aimco and net income attributable to the Aimco Operating Partnership decreased by $60.5 million and $64.3 million , respectively, during the year ended December 31, 2015 , as compared to the year ended December 31, 2014 . The decrease in income was principally due to a decrease in gains on dispositions, partially offset by the effect of various other items further discussed below.

2014 compared to 2013
Net income attributable to Aimco and net income attributable to the Aimco Operating Partnership increased by $102.0 million and $106.2 million , respectively, during the year ended December 31, 2014 , as compared to the year ended December 31, 2013 . The increase in income was principally due to an increase in gains on dispositions and a decrease in interest expense.
The following paragraphs discuss these and other items affecting the results of operations of Aimco and the Aimco Operating Partnership in more detail.
Property Operations
As described under the preceding Executive Overview heading, our owned real estate portfolio consists primarily of conventional apartment communities, and we also operate a portfolio of affordable apartment communities. Our conventional and affordable real estate operations comprise our reportable segments.
Due to the diversity of our economic ownership interests in our apartment communities, our chief executive officer, who is our chief operating decision maker, uses proportionate property net operating income to assess the operating performance of our apartment communities. Proportionate property net operating income reflects our share of rental and other property revenues less direct property operating expenses, including real estate taxes, for the consolidated and unconsolidated apartment communities that we own and manage. Accordingly, the results of operations of our conventional and affordable segments discussed below are presented on a proportionate basis and exclude the results of four conventional apartment communities with 142 apartment homes and nine affordable apartment communities with 779 apartment homes that we do not manage.
We do not include property management revenues, offsite costs associated with property management or casualty-related amounts, in our assessment of segment performance. Accordingly, these items are not allocated to our segment results discussed below. Refer to Note 15 in the consolidated financial statements in Item 8 for further discussion regarding our reportable segments, including a reconciliation of these proportionate amounts to consolidated rental and other property revenues and property operating expenses.
Conventional Real Estate Operations
Our conventional segment consists of apartment communities we classify as Conventional Same Store, Conventional Redevelopment and Development, Conventional Acquisition and Other Conventional apartment communities. Conventional Same Store apartment communities are those we manage, that have reached and maintained a stabilized occupancy (greater than 90%) during the current year and prior year periods, and that are not expected to be sold within 12 months. Conventional Redevelopment and Development apartment communities are those in which a substantial number of available apartment homes have been vacated for major renovations or have not been stabilized in occupancy during the current year or prior year periods, due to ongoing or completed renovations, such as exteriors, common areas or apartment home improvements, as well as those being constructed from the ground up. Conventional Acquisition apartment communities are those we have acquired since January 1, 2014. Other Conventional apartment communities includes conventional apartment communities that have significant rent control restrictions; apartment communities that had not reached and maintained a stabilized level of occupancy during the current year or prior year periods, often due to a casualty event; the operations of properties that are not multifamily, such as fitness centers; and those

23


apartment communities we expect to sell in the next 12 months, but that have not yet met the criteria to be classified as held for sale.
As of December 31, 2015 , as defined by our segment performance metrics, our conventional portfolio consisted of the following:
107 Conventional Same Store apartment communities with 33,149 apartment homes;
nine Conventional Redevelopment and Development apartment communities with 3,301 apartment homes;
eight Conventional Acquisition apartment communities with 1,391 apartment homes; and
11 Other Conventional apartment communities with 2,385 apartment homes.
From December 31, 2014 , to December 31, 2015 , on a net basis, our Conventional Same Store portfolio increased by four apartment communities and decreased by 3,571 apartment homes. This change consisted of:
two apartment communities with 83 apartment homes that were reclassified from our Conventional Acquisition portfolio after being owned by Aimco for both periods;
one apartment community with 488 apartment homes that was reclassified from our Other Conventional portfolio upon maintaining stabilized occupancy following increased vacancy associated with the termination of corporate housing leases; and
eight New York apartment communities with 230 apartment homes that were reclassified from our Other Conventional portfolio upon determination that the prospective rental rates for these communities are expected to be more comparable to market rental rate growth in that market, independent of government regulation.
These increases were offset by the removal of six apartment communities with 3,150 apartment homes that were sold during the period and one apartment community with 1,222 apartment homes that is expected to be sold within 12 months, but does not yet meet the criteria to be classified as held for sale in accordance with GAAP.
Our conventional portfolio results for the years ended December 31, 2015 and 2014 , as presented below, are based on the apartment community populations as of December 31, 2015 .
 
Year Ended December 31,
(in thousands)
2015
 
2014
 
$ Change
 
% Change
Rental and other property revenues:
 
 
 
 
 
 
 
Conventional Same Store
$
646,693

 
$
618,990

 
$
27,703

 
4.5
%
Conventional Redevelopment and Development
69,186

 
51,452

 
17,734

 
34.5
%
Conventional Acquisition
27,003

 
4,555

 
22,448

 
492.8
%
Other Conventional
55,439

 
54,660

 
779

 
1.4
%
Total
798,321

 
729,657

 
68,664

 
9.4
%
Property operating expenses:
 
 
 
 
 
 
 
Conventional Same Store
203,603

 
199,463

 
4,140

 
2.1
%
Conventional Redevelopment and Development
24,943

 
20,579

 
4,364

 
21.2
%
Conventional Acquisition
10,759

 
1,692

 
9,067

 
535.9
%
Other Conventional
24,268

 
23,530

 
738

 
3.1
%
Total
263,573

 
245,264

 
18,309

 
7.5
%
Property net operating income:
 
 
 
 
 
 
 
Conventional Same Store
443,090

 
419,527

 
23,563

 
5.6
%
Conventional Redevelopment and Development
44,243

 
30,873

 
13,370

 
43.3
%
Conventional Acquisition
16,244

 
2,863

 
13,381

 
467.4
%
Other Conventional
31,171

 
31,130

 
41

 
0.1
%
Total
$
534,748

 
$
484,393

 
$
50,355

 
10.4
%
For the year ended December 31, 2015 , as compared to 2014 , our conventional segment’s proportionate property net operating income increased $50.4 million , or 10.4% .
For the year ended December 31, 2015 , as compared to 2014 , Conventional Same Store proportionate property net operating income increased by $23.6 million , or 5.6% . This increase was primarily attributable to a $27.7 million , or 4.5% , increase in rental

24


and other property revenues due to higher average revenues (approximately $75 per effective home), comprised of increases in rental rates, utility reimbursements and other fees including parking. Rental rates on new leases transacted during the year ended December 31, 2015 , were 4.4% higher than expiring lease rates, and renewal rates were 5.5% higher than expiring lease rates. The increase in Conventional Same Store rental and other property revenues was partially offset by a $4.1 million , or 2.1% , increase in property operating expenses, primarily due to increases in real estate taxes and repairs and maintenance. During the year ended December 31, 2015 , as compared to 2014 , controllable operating expenses, which exclude utility costs, real estate taxes and insurance, increased by $2.2 million or 2.4%.
Our Conventional Redevelopment and Development proportionate property net operating income increased by $13.4 million during the year ended December 31, 2015 , as compared to 2014 , primarily due to increases in net operating income associated with higher revenues per occupied home and higher average daily occupancy associated with apartment homes placed into service following completion of construction activities. During 2015, as compared to 2014, average daily occupancy associated with our Lincoln Place, The Preserve at Marin and Pacific Bay Vistas redevelopment communities increased by 440 basis points, 560 basis points and 200 basis points, to 90%, 79% and 95%, respectively. Additionally, these communities generated significant increases in average revenue per apartment home as construction on these projects was completed. These communities contributed an increase in property net operating income of $16.9 million from 2014 to 2015. This increase in property net operating income contribution was partially offset by a reduction in revenue associated with approximately 375 apartment homes taken out of service at our Park Towne Place and The Sterling redevelopments.
Our Conventional Acquisition proportionate property net operating income increased by $13.4 million during the year ended December 31, 2015 , as compared to 2014 , due to apartment communities we acquired during 2015 and 2014.
As of December 31, 2014 , our conventional portfolio consisted of the following:
98 Conventional Same Store apartment communities with 34,058 apartment homes;
seven Conventional Redevelopment apartment communities with 2,891 apartment homes;
eight Conventional Acquisition apartment communities with 1,256 apartment homes; and
18 Other Conventional apartment communities with 1,353 apartment homes.
Our conventional portfolio results for the years ended December 31, 2014 and 2013 , as presented below, are based on the apartment community populations as of December 31, 2014 (excluding amounts related to apartment communities sold or classified as held for sale during 2015 ).
 
Year Ended December 31,
(in thousands)
2014
 
2013
 
$ Change
 
% Change
Rental and other property revenues:
 
 
 
 
 
 
 
Conventional Same Store
$
630,175

 
$
603,654

 
$
26,521

 
4.4
%
Conventional Redevelopment
51,452

 
35,768

 
15,684

 
43.8
%
Conventional Acquisition
7,300

 
992

 
6,308

 
635.9
%
Other Conventional
40,730

 
39,008

 
1,722

 
4.4
%
Total
729,657

 
679,422

 
50,235

 
7.4
%
Property operating expenses:
 
 
 
 
 
 
 
Conventional Same Store
202,814

 
198,161

 
4,653

 
2.3
%
Conventional Redevelopment
20,579

 
16,479

 
4,100

 
24.9
%
Conventional Acquisition
3,156

 
573

 
2,583

 
450.8
%
Other Conventional
18,715

 
17,970

 
745

 
4.1
%
Total
245,264

 
233,183

 
12,081

 
5.2
%
Property net operating income:
 
 
 
 
 
 
 
Conventional Same Store
427,361

 
405,493

 
21,868

 
5.4
%
Conventional Redevelopment
30,873

 
19,289

 
11,584

 
60.1
%
Conventional Acquisition
4,144

 
419

 
3,725

 
889.0
%
Other Conventional
22,015

 
21,038

 
977

 
4.6
%
Total
$
484,393

 
$
446,239

 
$
38,154

 
8.6
%

25


For the year ended December 31, 2014 , as compared to 2013 , our conventional segment’s proportionate property net operating income increased $38.2 million , or 8.6% .
For the year ended December 31, 2014 , as compared to 2013 , Conventional Same Store proportionate property net operating income increased by $21.9 million , or 5.4% . This increase was primarily attributable to a $26.5 million , or 4.4% , increase in rental and other property revenues due to higher average revenues (approximately $65 per effective home), comprised of increases in rental rates, utility reimbursements, and other fees including parking, and a 20 basis point increase in average daily occupancy. Rental rates on new leases transacted during the year ended December 31, 2014 , were 3.7% higher than expiring lease rates, and renewal rates were 5.2% higher than expiring lease rates. The increase in Conventional Same Store rental and other property revenues was partially offset by a $4.7 million , or 2.3% , increase in property operating expenses, primarily due to an increase in utilities and real estate taxes, partially offset by a decrease in insurance costs. During the year ended December 31, 2014 , as compared to 2013 , controllable operating expenses, which exclude utility costs, real estate taxes and insurance, increased by $0.5 million or 0.5%.
Our Conventional Redevelopment proportionate property net operating income increased by $11.6 million during the year ended December 31, 2014 , as compared to 2013 , primarily due to increases in net operating income associated with apartment homes placed into service following completion of construction activities. From December 31, 2013 to December 31, 2014 , we placed an additional 632, 308 and 72 apartment homes into service at our Lincoln Place, Pacific Bay Vistas and The Preserve at Marin redevelopment communities, respectively.
Our Conventional Acquisition proportionate property net operating income increased by $3.7 million during the year ended December 31, 2014 , as compared to 2013 , due to apartment communities we acquired in 2014 and the latter part of 2013 .
Our Other Conventional proportionate property net operating income increased by $1.0 million , or 4.6% , during the year ended December 31, 2014 , as compared to 2013 , primarily due to recovery of previously recognized bad debts related to one of our apartment communities in New York City.
Affordable Real Estate Operations
Our affordable segment consists of apartment communities we classify as Affordable Same Store or Other Affordable. Affordable Same Store apartment communities are those we manage that are subject to tax credit agreements and that have reached and maintained a stabilized occupancy (greater than 90%) during the current year and prior year-to-date periods. Other Affordable apartment communities are those that do not meet the Affordable Same Store apartment community definition because they have not maintained a stabilized level of occupancy, often due to a casualty event, we do not manage them, or they are not subject to tax credit agreements.
At December 31, 2015 , as defined by our segment performance metrics, our affordable portfolio consisted of 45 Affordable Same Store apartment communities with 7,311 apartment homes and two Other Affordable apartment communities with 595 apartment homes.
From December 31, 2014 , to December 31, 2015 , on a net basis, our Affordable Same Store portfolio increased by one apartment community with 200 apartment homes that was reclassified to our Affordable Same Store portfolio upon maintaining a stabilized level of occupancy following a casualty event.

26


Our affordable results for the years ended December 31, 2015 and 2014 , presented below are based on the apartment community populations at December 31, 2015 .
 
Year Ended December 31,
(in thousands)
2015
 
2014
 
$ Change
 
% Change
Rental and other property revenues:
 
 
 
 
 
 
 
Affordable Same Store
$
88,376

 
$
86,441

 
$
1,935

 
2.2
 %
Other Affordable
8,173

 
8,060

 
113

 
1.4
 %
Total
96,549

 
94,501

 
2,048

 
2.2
 %
Property operating expenses:
 
 
 
 
 
 
 
Affordable Same Store
35,063

 
35,089

 
(26
)
 
(0.1
)%
Other Affordable
3,421

 
3,318

 
103

 
3.1
 %
Total
38,484

 
38,407

 
77

 
0.2
 %
Property net operating income:
 
 
 
 
 
 
 
Affordable Same Store
53,313

 
51,352

 
1,961

 
3.8
 %
Other Affordable
4,752

 
4,742

 
10

 
0.2
 %
Total
$
58,065

 
$
56,094

 
$
1,971

 
3.5
 %
For the year ended December 31, 2015 , as compared to 2014 , our affordable segment’s proportionate property net operating income increased $2.0 million , or 3.5% . The increase was attributable to a $2.0 million increase in rental income driven primarily by higher rental rates of $22 per month on apartment homes.
At December 31, 2014 , our affordable portfolio consisted of 44 Affordable Same Store apartment communities with 7,111 apartment homes and three Other Affordable apartment communities and 795 apartment homes.
Our affordable results for the years ended December 31, 2014 and 2013 presented below are based on the apartment community populations at December 31, 2014 (excluding amounts related to apartment communities sold or classified as held for sale during 2015 ).
 
Year Ended December 31,
(in thousands)
2014
 
2013
 
$ Change
 
% Change
Rental and other property revenues:
 
 
 
 
 
 
 
Affordable Same Store
$
84,816

 
$
83,332

 
$
1,484

 
1.8
 %
Other Affordable
9,685

 
9,701

 
(16
)
 
(0.2
)%
Total
94,501

 
93,033

 
1,468

 
1.6
 %
Property operating expenses:
 
 
 
 
 
 
 
Affordable Same Store
34,182

 
33,176

 
1,006

 
3.0
 %
Other Affordable
4,225

 
4,257

 
(32
)
 
(0.8
)%
Total
38,407

 
37,433

 
974

 
2.6
 %
Property net operating income:
 
 
 
 
 
 
 
Affordable Same Store
50,634

 
50,156

 
478

 
1.0
 %
Other Affordable
5,460

 
5,444

 
16

 
0.3
 %
Total
$
56,094

 
$
55,600

 
$
494

 
0.9
 %
For the year ended December 31, 2014 , as compared to 2013 , the proportionate property net operating income of our affordable apartment communities increased $0.5 million , or 0.9% . The increase in proportionate property net operating income was primarily attributable to an increase in rental income driven by higher rental rates, partially offset by an increase in utilities expense.
Non-Segment Real Estate Operations
Real estate operations net operating income amounts not attributed to our conventional or affordable segments include property management revenues, offsite costs associated with property management, and casualty losses, reported in consolidated amounts, which we do not allocate to our conventional or affordable segments for purposes of evaluating segment performance (see Note 15 to the consolidated financial statements in Item 8). We also exclude the results of apartment communities sold and classified as held for sale from our conventional or affordable segments for purposes of evaluating segment performance.

27


For the years ended December 31, 2015 , 2014 and 2013 , property management expenses, which include offsite costs associated with managing apartment communities we own (both our share and the share that we allocate to the limited partners in our consolidated partnerships), totaled $24.7 million , $25.3 million and $30.7 million , respectively. The decrease in property management expenses in these periods was primarily due to reductions in personnel and related costs based on the reduction in the number of apartment communities we own and manage.
For the years ended December 31, 2015 , 2014 and 2013 , casualty losses totaled $8.3 million , $11.8 million and $6.7 million , respectively. Casualty losses during the year ended December 31, 2015 , included losses resulting from property damage and snow removal costs associated with the severe snow storms in the Northeast. Casualty losses during the year ended December 31, 2014 , included losses from the severe weather associated with the 2014 “Polar Vortex,” which affected many of our apartment communities in the Northeast and Midwest, as well damage to one of our apartment communities resulting from a severe hail storm.
Tax Credit and Asset Management Revenues
We sponsor certain consolidated partnerships that acquire, develop and operate qualifying affordable housing apartment communities and are structured to provide for the pass-through of tax credits and deductions to their partners. We recognize income associated with the delivery of tax credits and benefits associated with these partnerships to their partners.
For the year ended December 31, 2015 , as compared to the year ended December 31, 2014 , tax credit and asset management revenues decreased $7.2 million . This decrease was attributable to a decrease in amortization of deferred tax credit income due to delivery of substantially all of the tax credits on various apartment communities during 2014 and 2015, and a decrease in disposition and other transactional fees earned in 2015 as compared to 2014.
For the year ended December 31, 2014 , as compared to the year ended December 31, 2013 , tax credit and asset management revenues decreased $3.3 million . This decrease was attributable to a decrease in amortization of tax credit income, and a decrease in disposition and other transactional fees earned in 2014, as compared to 2013.
Certain of the apartment communities within our tax credit partnerships have delivered substantially all of the tax credits, or are anticipated to deliver substantially all of the tax credits during 2016. As the tax credit delivery and compliance periods for these apartment communities expire, amortization of deferred income associated with the delivery of tax credits and benefits decreases. We expect amortization of deferred tax credit income to decrease from $24.1 million in the year ended December 31, 2015 , to approximately $19 million for the year ending December 31, 2016.
Investment Management Expenses
For the year ended December 31, 2015 , compared to the year ended December 31, 2014 , investment management expenses decreased $1.5 million primarily due to decreases in acquisition and other costs, partially offset by an increase in personnel and related costs.
For the year ended December 31, 2014 , compared to the year ended December 31, 2013 , investment management expenses increased $3.0 million primarily due to increases in acquisition and other costs, partially offset by a decrease in personnel and related costs.
Depreciation and Amortization
During the years ended December 31, 2015 , 2014 and 2013 , depreciation and amortization totaled $306.3 million , $282.6 million and $291.9 million , respectively. The $23.7 million increase from 2014 to 2015 was primarily due to assets placed into service as we completed apartment homes in our redevelopment projects, and assets we acquired in 2014 and 2015, partially offset by decreases associated with apartment communities sold. The $9.3 million decrease from 2013 to 2014 was primarily due to assets that became fully depreciated and apartment community sales, partially offset by an increase associated with our redevelopment apartment communities as completed apartment homes were placed into service.
Provision for Real Estate Impairment Losses
Based on periodic tests of recoverability of long-lived assets, during the year ended December 31, 2014 , we recognized a $1.8 million provision for real estate impairment loss related to an asset that was sold during the year ended December 31, 2014 . The impairment loss was driven by inclusion of estimated costs to sell, inclusive of a debt prepayment penalty, in the impairment calculation when the property became held for sale.

28


General and Administrative Expenses
In recent years, we have worked toward simplifying our business, including winding down the portion of our business that generates transaction-based activity fees and reducing the number of partnerships that own our conventional apartment communities by acquiring the noncontrolling interests in these partnerships, which allowed us to reduce overhead and other costs associated with these activities. These and other simplification activities, along with our scale reductions have allowed us to reduce our offsite costs, which consist of general and administrative expenses as well as property management and investment management expenses, by $23.4 million, or 24%, over the last three years.
For the year ended December 31, 2015 , compared to the year ended December 31, 2014 , general and administrative expenses decreased $0.9 million , or 2.1% , primarily due to reductions in personnel and related costs, partially offset by an increase in administrative costs, including travel and consulting costs.
For the year ended December 31, 2014 , compared to the year ended December 31, 2013 , general and administrative expenses decreased $1.6 million , or 3.5% , primarily due to reductions in personnel and related costs.
Other Expenses, Net
Other expenses, net includes franchise taxes, costs associated with our risk management activities, partnership administration expenses and certain non-recurring items.
For the year ended December 31, 2015 , compared to the year ended December 31, 2014 , other expenses, net decreased by $2.2 million . The decrease was primarily due to lower legal and other costs as well as the favorable resolution of certain legal matters in 2015, partially offset by higher environmental costs associated with an apartment community we no longer own.
For the year ended December 31, 2014 , compared to the year ended December 31, 2013 , other expenses, net increased by $5.1 million . The net increase was primarily due to an increase in legal and other costs and due to certain nonrecurring recoveries recognized during 2013.
Interest Income
Interest income consists primarily of interest on notes receivable, accretion of discounts on certain notes receivable, interest on cash and restricted cash accounts and interest on investments in debt securities of a securitization that holds certain of our property debt, which investments are classified within other assets in our consolidated balance sheets.
For the year ended December 31, 2015 , as compared to the year ended December 31, 2014 , interest income increased by less than $0.1 million .
For the year ended December 31, 2014 , as compared to the year ended December 31, 2013 , interest income decreased by $11.1 million . Interest income decreased by $4.5 million due to accretion income recognized in 2013 related to an apartment community sale for which the net proceeds available for repayment of partnership loans exceeded the amounts previously anticipated. Interest income also decreased by $4.7 million due to interest on certain property loans we purchased in 2013 and held for approximately six months prior to their repayment.
Interest Expense
For the year ended December 31, 2015 , compared to the year ended December 31, 2014 , interest expense, which includes the amortization of deferred financing costs and prepayment penalties incurred on debt refinancings, decreased by $21.3 million , or 9.6% . The decrease was primarily the result of lower average outstanding balances on non-recourse property debt for our existing apartment communities, decreases in property debt resulting from apartment community dispositions and higher prepayment penalties incurred in 2014. These decreases in interest expense were partially offset by increases related to our acquisition of apartment communities and on three of our redevelopment projects which reached completion of construction and therefore ceased capitalization of related interest expense.
For the year ended December 31, 2014 , compared to the year ended December 31, 2013 , interest expense decreased by $16.1 million , or 6.8% . The decrease was primarily the result of lower average outstanding balances on non-recourse property debt for our existing apartment communities and from sales, partially offset by an increase in interest expense on three of our redevelopment projects nearing or reaching completion and an increase in corporate interest due to higher average borrowings.

29


Other, Net
Other, net includes gains or losses on disposition of interests in unconsolidated real estate partnerships, our equity in the income or loss of unconsolidated real estate partnerships, and the results of operations related to our legacy asset management business, which we account for under the profit sharing method, as further discussed in Note 3 to the consolidated financial statements in Item 8.
During the years ended December 31, 2015 , 2014 and 2013 , other, net primarily consisted of $0.2 million of net income, $0.8 million of net losses, and $1.8 million of net income, respectively, related to our legacy asset management business. After income taxes and noncontrolling interest allocations, our share of the net losses and income of the legacy asset management business totaled $3.6 million of net income, $1.2 million of net losses and $22.5 million of net income for the years ended December 31, 2015 , 2014 and 2013 , respectively (see Note 3 to the consolidated financial statements in Item 8).
Income Tax Benefit
Certain of our operations or a portion thereof, including property management, asset management and risk management are conducted through TRS entities. Income taxes related to the results of continuing operations of our TRS entities (before gains on dispositions) are included in income tax benefit in our consolidated statements of operations.
Prior to December 15, 2014, the interests in our tax credit business were owned through TRS entities. On December 15, 2014, our TRS entities sold the interests held in our tax credit business to the Aimco Operating Partnership. Through the date of sale the income resulting from these interests was subject to income taxes. The Federal tax liabilities resulting from the sale were substantially offset through the utilization of net operating loss carry forwards and historic and other tax credits. In accordance with GAAP applicable to income tax accounting for intercompany transactions, net tax expense associated with the sale, totaling approximately $3.5 million , has been deferred within our consolidated balance sheet, and is being recognized in earnings as the assets of the tax credit business affect our GAAP income or loss, through depreciation, impairment losses, or sales to third party entities. Subsequent to the sale of the tax credit business, the income resulting from interests held in the tax credit business will not result in Federal income tax liability to the Aimco Operating Partnership.
For the year ended December 31, 2015 , compared to the year ended December 31, 2014 , income tax benefit increased by $7.5 million , from $20.0 million to $27.5 million , primarily due to the taxable income generated by our tax credit business prior to the intercompany sale of this business in late 2014 to the Aimco Operating Partnership, and an increase in historic tax credits.
For the year ended December 31, 2014 , compared to the year ended December 31, 2013 , income tax benefit increased by $18.1 million , from $2.0 million to $20.0 million , primarily due to a $7.6 million increase in the tax benefit associated with historic tax credits earned from the redevelopment of our Lincoln Place apartment community as well as an increase in taxable losses recognized by our TRS entities.
Income from Discontinued Operations, Net
Effective January 1, 2014, we adopted ASU 2014-08, which generally eliminates the requirement that we classify within discontinued operations the results of operations and any gain or loss on sale related to apartment communities sold or classified as held for sale commencing in 2014. Based on the prospective application of the new accounting standard, the net earnings for any consolidated apartment communities sold through December 31, 2013, are included within income from discontinued operations. The components of net earnings that were classified as discontinued operations included all property-related revenues and operating expenses, depreciation expense recognized prior to the sale, property-specific interest expense and debt extinguishment gains and losses to the extent there was debt on the apartment community. In addition, any impairment losses on assets sold or held for sale and the net gain or loss on the disposal of apartment communities held for sale are reported in discontinued operations for the year ended December 31, 2013.
For the year ended December 31, 2013 , income from discontinued operations totaled $203.2 million . During the year ended December 31, 2013 , we sold 29 consolidated apartment communities for an aggregate sales price of $515.8 million, resulting in net proceeds of $233.1 million and a net gain of approximately $200.6 million (which is net of $11.8 million of related income taxes).

30


Gain on Dispositions of Real Estate, Net of Tax
As discussed above, commencing in 2014, the results of operations (both for current and prior periods) and gain or loss on sale for apartment communities sold or classified as held are generally no longer required to be classified within income from discontinued operations. During the year ended December 31, 2015 , we sold 11 consolidated apartment communities for an aggregate sale price of $404.3 million , resulting in net proceeds of $229.4 million , and a net gain of $180.6 million (which is net of $1.8 million of related income taxes). During the year ended December 31, 2014, we sold 30 consolidated apartment communities for an aggregate sales price of $735.6 million, resulting in net proceeds of $456.6 million and a net gain of approximately $288.6 million (which is net of $36.1 million of related income taxes).
NOI capitalization rate and Free Cash Flow capitalization rate are common benchmarks used in the real estate industry for relative comparison of real estate valuations, including for apartment community sales, and are defined and further described under the Non-GAAP Performance and Liquidity Measures heading. The NOI and Free Cash Flow capitalization rates for our conventional and affordable apartment community sales during the years ended December 31, 2015 , 2014 and 2013 , were as follows:
 
2015
 
2014
 
2013
NOI capitalization rate:
 
 
 
 
 
Conventional
6.1
%
 
6.8
%
 
7.6
%
Affordable
3.8
%
 
6.3
%
 
5.8
%
Free Cash Flow capitalization rate:
 
 
 
 
 
Conventional
4.9
%
 
5.3
%
 
5.8
%
Affordable
2.7
%
 
5.3
%
 
4.8
%
The apartment communities sold during 2015 , 2014 and 2013 were primarily outside of our target markets or in less desirable locations within our target markets and had average revenues per apartment home significantly below those of our retained portfolio. Accordingly, the NOI and Free Cash Flow capitalization rates for these properties may not be indicative of those of our retained portfolio.
Noncontrolling Interests in Consolidated Real Estate Partnerships
Noncontrolling interests in consolidated real estate partnerships reflects the results of our consolidated real estate partnerships allocated to the owners who are not affiliated with Aimco. The amounts of income or loss of our consolidated real estate partnerships that we allocate to owners not affiliated with Aimco include their share of property management fees, interest on notes and other amounts that we charge to these partnerships.
For the years ended December 31, 2015 and 2014 , we allocated net income of $4.8 million and $24.6 million , respectively, to noncontrolling interests in consolidated real estate partnerships, a decrease of $19.8 million . The amounts of net income allocated to noncontrolling interests decreased primarily due to a decrease in the amount of gains on dispositions allocated to noncontrolling interests in our consolidated real estate partnerships, as well as a decrease in the amount of income allocated to noncontrolling interests due to deferred asset management fees recognized by the legacy asset management business during the year ended December 31, 2015 .
For the years ended December 31, 2014 and 2013 , we allocated net income of $24.6 million and $12.5 million , respectively, to noncontrolling interests in consolidated real estate partnerships, an increase of $12.1 million . Income allocable to noncontrolling interests in the legacy asset management business increased by $19.5 million, primarily due to the sales of interests in or dissolution of partnerships (see Note 3 to the consolidated financial statements in Item 8). The amounts of net income allocated to noncontrolling interests in other Aimco apartment communities decreased by $7.4 million, primarily due to a reduction in the amount of allocatable gains.
Noncontrolling Interests in Aimco Operating Partnership
In Aimco’s consolidated financial statements, noncontrolling interests in Aimco Operating Partnership reflects the results of the Aimco Operating Partnership that are allocated to the holders of OP Units. The amount of the Aimco Operating Partnership’s income allocated to holders of preferred OP Units is equal to the amount of distributions they receive, which totaled $6.9 million , $6.5 million and $6.4 million for the years ended December 31, 2015 , 2014 and 2013 , respectively.
Aimco allocates the Aimco Operating Partnership’s income or loss to the holders of common OP Units and equivalents based on the weighted average number of these units (including those held by Aimco) outstanding during the period.
For the years ended December 31, 2015 , 2014 and 2013 , income allocated to common noncontrolling interests in the Aimco Operating Partnership were $11.6 million and $15.8 million and $11.6 million , respectively.

31


Net Income Attributable to Aimco Preferred Stockholders and the Aimco Operating Partnership’s Preferred Unitholders
Net income attributable to Aimco preferred stockholders and the Aimco Operating Partnership’s preferred unitholders increased by $3.8 million and $4.3 million , respectively, during the year ended December 31, 2015 , as compared to the year ended December 31, 2014 . These increases were primarily due to the issuance during May 2014 of $125.0 million of preferred securities with a 6.875% dividend/distribution rate, and were also partly attributable to the write-off of previously deferred issuance costs in connection with our March 2015 redemption of preferred securities.
Net income attributable to Aimco preferred stockholders and the Aimco Operating Partnership’s preferred unitholders increased by $5.1 million and $5.2 million , respectively, during the year ended December 31, 2014 , as compared to the year ended December 31, 2013 , primarily due to the May 2014 issuance of preferred securities discussed above. See Notes 9 and 10 to the consolidated financial statements in Item 8 for further discussion of our preferred securities.
Critical Accounting Policies and Estimates
We prepare our consolidated financial statements in accordance with GAAP, which requires us to make estimates and assumptions. We believe that the following critical accounting policies involve our more significant judgments and estimates used in the preparation of our consolidated financial statements.
Impairment of Long-Lived Assets
Real estate and other long-lived assets to be held and used are stated at cost, less accumulated depreciation and amortization, unless the carrying amount of the asset is not recoverable. If events or circumstances indicate that the carrying amount of an apartment community may not be recoverable, we make an assessment of its recoverability by comparing the carrying amount to our estimate of the undiscounted future cash flows, excluding interest charges, of the apartment community. If the carrying amount exceeds the estimated aggregate undiscounted future cash flows, we recognize an impairment loss to the extent the carrying amount exceeds the estimated fair value of the apartment community.
Our portfolio strategy is to sell each year the 5% to 10% of our portfolio with lower projected returns, lower operating margins, and lower expected future rent growth, and reinvest the sale proceeds in apartment communities already in our portfolio, through property upgrades and redevelopment, or through the purchase of other apartment communities and, in limited situations, the development of apartment communities. As we execute this strategy, we evaluate alternatives to sell or reduce our interest in apartment communities that do not align with our long-term investment strategy, although there is no assurance that we will sell or reduce our investment in such apartment communities during the desired time frame. For any apartment communities that are sold or meet the criteria to be classified as held for sale during the next 12 months, the reduction in the estimated holding period for these apartment communities may result in impairment losses.
Capitalized Costs
We capitalize costs, including certain indirect costs, incurred in connection with our capital additions activities, including redevelopment, development and construction projects, other tangible apartment community improvements and replacements of existing apartment community components. Included in these capitalized costs are payroll costs associated with time spent by site employees in connection with the planning, execution and control of all capital additions activities at the apartment community level. We characterize as “indirect costs” an allocation of certain department costs, including payroll, at the area operations and corporate levels that clearly relate to capital additions activities. We also capitalize interest, property taxes and insurance during periods in which redevelopment, development and construction projects are in progress. We commence capitalization of costs, including certain indirect costs, incurred in connection with our capital addition activities, at the point in time when activities necessary to get apartment communities ready for their intended use begin. These activities include when apartment communities or apartment homes are undergoing physical construction, as well as when apartment homes are held vacant in advance of planned construction, provided that other activities such as permitting, planning and design are in progress. We cease the capitalization of costs when the assets are substantially complete and ready for their intended use, which is typically when construction has been completed and apartment homes are available for occupancy. We charge costs including ordinary repairs, maintenance and resident turnover costs to property operating expense, as incurred. Refer to the discussion of investing activities within the Liquidity and Capital Resources section for a summary of costs capitalized during the periods presented.
Non-GAAP Performance and Liquidity Measures
Various of the 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 annual report, reconciliations of the non-GAAP measures to the most comparable financial measure computed in accordance with GAAP are provided.

32


Economic Income represents the annual change in Net Asset Value per share plus cash dividends per share. Net Asset Value is the estimated fair value of our assets, net of liabilities, noncontrolling interests and preferred equity.
Funds from Operations, Pro forma Funds From Operations and Adjusted Funds From Operations are non-GAAP financial measures, which are defined and further described below under the Funds From Operations and Adjusted Funds From Operations heading.
Free Cash Flow, as calculated for our retained portfolio, represents an apartment community’s property net operating income, less spending for capital replacements (further discussed under the Liquidity and Capital Resources heading). Free Cash Flow internal rate of return represents the rate of return generated from an apartment community’s Free Cash Flow and the proceeds from its eventual sale.
Free Cash Flow capitalization rate and NOI capitalization rate are common benchmarks used in the real estate industry for relative comparison of real estate valuations, including for apartment community sales. For purposes of calculating such capitalization rates for apartment community sales, Free Cash Flow capitalization rate represents an apartment community’s trailing twelve month NOI prior to sale, less $1,200 of assumed annual capital replacement spending, divided by gross proceeds, and NOI capitalization rate represents an apartment community’s trailing twelve month NOI prior to sale, less a management fee equal to 3% of revenue, divided by gross proceeds.
Same store property operating results and proportionate property net operating income are defined and further described under the preceding Results of Operations – Real Estate Operations heading. Average revenue per effective apartment home represents rental and other property revenues divided by the number of occupied apartment homes multiplied by our ownership interest in the apartment community as of the end of the current period.
Funds From Operations and Adjusted Funds From Operations
Funds From Operations, or FFO, is a non-GAAP financial 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 generally appreciates over time or maintains residual value to a much greater extent than do other depreciable assets such as machinery, computers or other personal property. The National Association of Real Estate Investment Trusts, or NAREIT, defines FFO as net income or loss computed in accordance with GAAP, excluding gains from sales of, and impairment losses recognized with respect to, depreciable property, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures are calculated on the same basis to determine FFO. We calculate FFO attributable to Aimco common stockholders (diluted) by subtracting, if dilutive, redemption or repurchase related preferred stock issuance costs and dividends on preferred stock, and adding back dividends/distributions on dilutive preferred securities and premiums or discounts on preferred stock redemptions or repurchases.
In addition to FFO, we compute Pro forma FFO and Adjusted FFO, or AFFO, which are also non-GAAP financial measures that we believe are helpful to investors in understanding our performance. Pro forma FFO represents FFO attributable to Aimco common stockholders (diluted), excluding preferred equity redemption-related amounts (adjusted for noncontrolling interests). Preferred equity redemption-related amounts (gains or losses) are items that periodically affect our operating results and we exclude these items from our calculation of Pro forma FFO because such amounts are not representative of our operating performance. AFFO represents Pro forma FFO reduced by Capital Replacements (also adjusted for noncontrolling interests), which represents our estimation of the capital additions made to replace capital assets consumed during our ownership. When we make capital additions at an apartment community, we evaluate whether the additions enhance the value, profitability or useful life of an asset as compared to its condition at the time we purchased the asset. We classify as Capital Improvements those capital additions that meet these criteria and we classify as Capital Replacements those that do not. AFFO is a key financial indicator we use to evaluate our operational performance and is used to help determine the amounts of our dividend payments.
FFO, Pro forma FFO and AFFO should not be considered alternatives to net income (loss) or net cash flows from operating activities, as determined in accordance with GAAP, as indications of our performance or as measures of liquidity. Although we use these non-GAAP measures for comparability in assessing our performance against other REITs, not all REITs compute these same measures. Additionally, computation of AFFO is subject to definitions of capital spending, which are subjective. Accordingly, there can be no assurance that our basis for computing these non-GAAP measures is comparable with that of other REITs.

33


For the years ended December 31, 2015 , 2014 and 2013 , Aimco’s FFO, Pro forma FFO and AFFO are calculated as follows (in thousands):
 
2015
 
2014
 
2013
Net income attributable to Aimco common stockholders (1)
$
235,966

 
$
300,220

 
$
203,673

Adjustments:
 
 
 
 
 
Depreciation and amortization, net of noncontrolling partners’ interest
298,880

 
275,175

 
282,235

Depreciation and amortization related to non-real estate assets, net of noncontrolling partners’ interest
(10,269
)
 
(9,627
)
 
(11,273
)
Gain on dispositions and other, net of income taxes and noncontrolling partners’ interest
(173,694
)
 
(265,358
)
 
(19,321
)
Provision for impairment losses related to depreciable real estate assets, net of noncontrolling partners’ interest
655

 
2,197

 

Discontinued operations:
 
 
 
 
 
Gain on dispositions and depreciation of rental property, net of noncontrolling partners’ interest

 

 
(152,567
)
Common noncontrolling interests in Aimco Operating Partnership’s share of above adjustments (2)
(5,548
)
 
(777
)
 
(5,346
)
Amounts allocable to participating securities
(473
)
 
(5
)
 
(377
)
FFO attributable to Aimco common stockholders – diluted
$
345,517

 
$
301,825

 
$
297,024

Preferred equity redemption related amounts
658

 

 

Pro forma FFO attributable to Aimco common stockholders – diluted
$
346,175

 
$
301,825

 
$
297,024

Capital Replacements, net of common noncontrolling interests in Aimco Operating Partnership and participating securities
(53,925
)
 
(56,051
)
 
(75,067
)
AFFO attributable to Aimco common stockholders – diluted
$
292,250

 
$
245,774

 
$
221,957

 
 
 
 
 
 
Weighted average common shares outstanding – diluted (FFO, Pro forma FFO and AFFO) (3)
155,570

 
146,002

 
145,532

(1)
Represents the numerator for calculating Aimco’s earnings per common share in accordance with GAAP (see Note 13 to the consolidated financial statements in Item 8).
(2)
During the years ended December 31, 2015 , 2014 and 2013 , the Aimco Operating Partnership had outstanding 7,656,626, 7,723,822 and 7,965,431 common OP Units and equivalents.
(3)
Represents the denominator for Aimco’s earnings per common share – diluted, calculated in accordance with GAAP, plus common share equivalents that are dilutive for FFO, Pro forma FFO and AFFO.
For the year ended December 31, 2015 as compared to the 2014 , Pro forma FFO increased 8% (on a diluted per share basis) primarily as a result of improved property operating results and increased contribution from redevelopment and acquisition communities, offset by the loss of income from apartment communities that were sold. For the same period, AFFO increased 12% (on a diluted per share basis), as a result of the Pro forma FFO growth as well as a decrease in Capital Replacements spending as a percentage of net operating income. As we concentrate our investment capital in higher quality, higher price-point apartment communities, our free cash flow margins are increasing and contributing to higher AFFO. Refer to the Liquidity and Capital Resources section for further information regarding our Capital Replacements and other capital investing activities.
The Aimco Operating Partnership does not separately compute or report FFO, Pro forma FFO or AFFO. However, based on Aimco’s method for allocation of amounts of FFO, Pro forma FFO and AFFO to noncontrolling interests in the Aimco Operating Partnership, as well as the limited differences between Aimco’s and the Aimco Operating Partnership’s net income amounts during the periods presented, FFO, Pro forma FFO and AFFO amounts on a per unit basis for the Aimco Operating Partnership would be expected to be substantially the same as the corresponding per share amounts for Aimco.
Leverage Ratios
As discussed under the Balance Sheet and Liquidity heading, as part of our leverage strategy, we target the ratio of Proportionate Debt and Preferred Equity to Adjusted EBITDA to be below 7.0x and we target the ratio of Adjusted EBITDA to Adjusted Interest and Preferred Dividends to be greater than 2.5x. We believe these ratios are important measures as they 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.
Proportionate Debt, as used in our leverage ratios, is a non-GAAP measure and represents our share of the debt obligations recognized in our consolidated financial statements, as well as our share of the debt obligations of our unconsolidated partnerships,

34


reduced by our share of the cash and restricted cash of our consolidated and unconsolidated partnerships, and also by our investment in the subordinate tranches of a securitization that holds certain of our property debt (essentially, our investment in our own non-recourse property loans). In our Proportionate Debt computation, we reduce our recorded debt obligations by the amounts of cash and restricted cash on-hand (such restricted cash amounts being primarily restricted under the terms of our property debt agreements), assuming these amounts would be used to reduce our outstanding leverage. We further reduce our recorded debt obligations by the value of our investment in a securitization that holds certain of our property debt, as our payments of principal and interest associated with such property debt will ultimately repay our investments in the trust. 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, as used in our leverage ratios, represents the redemption amounts for Aimco’s preferred stock and the Aimco Operating Partnership’s preferred OP Units. Preferred Equity, although perpetual in nature, is another component of our overall leverage.
Adjusted EBITDA is a non-GAAP performance measure. We believe Adjusted EBITDA provides investors relevant and useful information because it allows investors to view income from our operations on an unleveraged basis, before the effects of taxes, depreciation and amortization, gains or losses on sales of and impairment losses related to real estate, and various other items described below. The items excluded from Adjusted EBITDA are generally non-cash items included in net income computed in accordance with GAAP that do not affect our ability to service our debt obligations or preferred equity requirements.
Adjusted EBITDA represents Aimco’s share of the consolidated amount of our net income, adjusted to exclude the effect of the following items for the reasons set forth below:
interest, 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;
income taxes, to allow investors to measure our performance independent of income taxes, which may vary significantly from other companies within our industry due to leverage and tax planning strategies, among other drivers;
depreciation and amortization, gains or losses on dispositions and impairment losses related to real estate, for similar reasons to those set forth in our discussion of FFO and AFFO in the preceding section;
provisions for (or recoveries of) losses on notes receivable, gains on dispositions of non-depreciable assets and non-cash stock-based compensation, as these are items that periodically affect our operations but that are not necessarily representative of our ability to service our debt obligations;
the interest income we earn on our investment in the subordinate tranches of a securitization that holds certain of our property debt, as this income is being generated indirectly from our payments of principal and interest associated with the property debt held by the trust and such amounts will ultimately repay our investment in the trust; and
EBITDA amounts related to our legacy asset management business, including the debt obligations and associated interest expense for the legacy asset management business, as we are not responsible for the operation of this portfolio and associated interest payments are not funded from our operations.
While Adjusted EBITDA is a relevant measure of performance, it does not represent net income as defined by GAAP, and should not be considered as an alternative to net income in evaluating our performance.  Further, our computation of Adjusted EBITDA may not be comparable to similar measures reported by other companies.

Adjusted Interest, as calculated in our leverage ratios, is a non-GAAP measure that we believe is meaningful for investors and analysts as it presents our current recurring interest requirements associated with leverage. Our calculation of Adjusted Interest is set forth in the table below. We exclude from our calculation of Adjusted Interest:
debt prepayment penalties, which are items that, from time to time, affect our operating results, but are not representative of our scheduled interest obligations;
the amortization of deferred financing costs, as these amounts have already been expended in previous periods and are not representative of our current or prospective debt service requirements; and
the income we receive on our investment in the securitization that holds certain of our property debt, as this income is being generated indirectly from interest we pay with respect to property debt held by the trust.
Preferred Dividends represents the preferred dividends paid on Aimco’s preferred stock and the preferred distributions paid on the Aimco Operating Partnership’s preferred OP Units, exclusive of preferred equity redemption related amounts. We add Preferred

35


Dividends to Adjusted Interest for a more complete picture of the interest and dividend requirements of our leverage, inclusive of perpetual preferred equity.
For the years ended December 31, 2015 and 2014 , reconciliations of the most closely related GAAP measures to our calculations of Proportionate Debt, Preferred Equity, Adjusted EBITDA, Adjusted Interest and Preferred Dividends, as used in our leverage ratios, are as follows (in thousands):
 
December 31,
 
 
2015
 
2014
 
Total indebtedness
$
3,873,160

 
$
4,135,139

 
Adjustments:
 
 
 
 
Proportionate share adjustments related to debt obligations of consolidated and unconsolidated partnerships
(139,295
)
 
(117,827
)
 
Cash and restricted cash
(137,745
)
 
(120,416
)
 
Proportionate share adjustments related to cash and restricted cash held by consolidated and unconsolidated partnerships
2,893

 
2,103

 
Securitization investment and other
(65,449
)
 
(66,074
)
 
Proportionate Debt
$
3,533,564

 
$
3,832,925

 
 
 
 
 
 
Preferred stock
$
159,126

 
$
186,126

 
Preferred OP Units
87,926

 
87,937

 
Preferred Equity
247,052

 
274,063

 
Proportionate Debt plus Preferred Equity
$
3,780,616

 
$
4,106,988

 
 
Year Ended December 31,
 
 
2015
 
2014
 
Net income attributable to Aimco Common Stockholders
$
235,966

 
$
300,220

 
Adjustments:
 
 
 
 
Interest expense, net of noncontrolling interest
195,934

 
216,882

 
Income tax benefit
(29,549
)
 
(20,026
)
 
Depreciation and amortization, net of noncontrolling interest
298,880

 
275,175

 
Gains on disposition and other, net of income taxes and noncontrolling partners' interests
(173,694
)
 
(265,358
)
 
Interest income received on securitization investment
(6,092
)
 
(5,697
)
 
Other items, net
32,631

 
36,075

 
Adjusted EBITDA
$
554,076

 
$
537,271

 

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Year Ended December 31,
 
 
2015
 
2014
 
Interest expense
$
199,685

 
$
220,971

 
Adjustments:
 
 
 
 
Proportionate share adjustments related to interest of consolidated and unconsolidated partnerships
(5,262
)
 
(6,064
)
 
Debt prepayment penalties and other non-interest items
(6,068
)
 
(9,231
)
 
Amortization of deferred loan costs
(4,227
)
 
(3,674
)
 
Interest income received on securitization investment
(6,092
)
 
(5,697
)
 
Adjusted Interest
$
178,036

 
$
196,305

 
 
 
 
 
 
Preferred stock dividends
$
11,794

 
$
7,947

 
Preferred stock redemption related amounts
(695
)
 

 
Preferred OP Unit distributions
6,943

 
6,497

 
Preferred Dividends
18,042

 
14,444

 
Adjusted Interest and Preferred Dividends
$
196,078

 
$
210,749

 

Liquidity and Capital Resources
Liquidity is the ability to meet present and future financial obligations. Our primary source of liquidity is cash flow from our operations. Additional sources are proceeds from sales of apartment communities, proceeds from refinancings of existing property debt, borrowings under new property debt, borrowings under our Credit Agreement and proceeds from equity offerings.
Our principal uses for liquidity include normal operating activities, payments of principal and interest on outstanding property debt, dividends paid to stockholders, distributions paid to noncontrolling interest partners and acquisitions of, and investments in, apartment communities, including redevelopment, development and other capital spending. 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 cover our short-term liquidity needs, we have additional means, such as short-term borrowing availability and proceeds from apartment community sales and refinancings. We may use our Credit Agreement 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, such as debt maturities and apartment community acquisitions, through long-term borrowings, primarily non-recourse, the issuance of equity securities (including OP Units), the sale of apartment communities, and cash generated from operations.
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. Currently, interest rates are low compared to historical levels and many lenders are active in the market. However, 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, fixed-rate property debt. However, if financing options become unavailable for our further debt needs, we may consider alternative sources of liquidity, such as reductions in capital spending or proceeds from asset dispositions.
At December 31, 2015 , approximately 93% of our leverage consisted of property-level, non-recourse, long-dated debt, 1% consisted of borrowings under our revolving credit agreement and 6% consisted of perpetual preferred equity, a combination which reduces our refunding and re-pricing risk. The weighted average maturity of our property-level debt was 8.1 years, with 6.7% of our unpaid principal balances maturing during 2016 and, on average, 9.0% of our unpaid principal balances maturing each year from 2017 through 2019. Approximately 98% of our property-level debt is fixed-rate, which provides a hedge against increases in interest rates, capitalization rates and inflation.
Although our primary sources of leverage are property-level, non-recourse, long-dated, fixed-rate, amortizing debt and perpetual preferred equity, we also have a Senior Secured Credit Agreement with a syndicate of financial institutions, which we refer to as our Credit Agreement. The Credit Agreement provides for $600.0 million of revolving loan commitments, which we use for working capital and other short-term purposes. Borrowings under the Credit Agreement bear interest at a rate set forth on a pricing grid, which rate varies based on our leverage (initially either at LIBOR, plus 1.35%, or, at our option, Prime plus 0.35% ). At December 31, 2015 , we had $27.0 million of outstanding borrowings under the Credit Agreement, and we had the capacity to

37


borrow $536.6 million , net of the outstanding borrowings and $36.4 million for undrawn letters of credit backed by the Credit Agreement. The interest rate on our outstanding borrowings was 1.59% at December 31, 2015 .
Under the Credit Agreement, we have agreed to maintain Debt Service and Fixed Charge Coverage ratios of 1.50x and 1.40x , respectively, as well as other covenants customary for similar revolving credit arrangements. For the year ended December 31, 2015 , our Debt Service and Fixed Charge Coverage ratios were 2.01x and 1.89x , respectively, compared to ratios of 1.82x and 1.73x , respectively, for the year ended December 31, 2014 . We expect to remain in compliance with these covenants during the next 12 months.
At December 31, 2015 , we had $50.8 million in cash and cash equivalents and $87.0 million of restricted cash, an increase of $21.8 million and a decrease of $4.5 million , respectively, from December 31, 2014 . Restricted cash primarily consists of reserves and escrows held by lenders for bond sinking funds, capital additions, property taxes and insurance, and escrows related to resident security deposits.
The following discussion relates to changes in cash due to operating, investing and financing activities, which are presented in our consolidated statements of cash flows in Item 8.
Operating Activities
For the year ended December 31, 2015 , our net cash provided by operating activities of $359.9 million was primarily related to operating income from our consolidated apartment communities, which is affected primarily by rental rates, occupancy levels and operating expenses related to our portfolio of apartment communities, in excess of payments of operating accounts payable and accrued liabilities. Cash provided by operating activities for the year ended December 31, 2015 , increased by $38.5 million as compared to the year ended December 31, 2014 , primarily due to an increase in the net operating income of apartment communities in our retained portfolio, primarily due to improved operating results as well as increased contribution from redevelopment apartment communities, and a decrease in cash paid for interest, partially offset by a decrease in the net operating income of apartment communities we sold during 2015 and 2014.
Investing Activities
For the year ended December 31, 2015 , our net cash used in investing activities of $170.9 million consisted primarily of capital expenditures and purchases of real estate, partially offset by proceeds from dispositions of real estate. Capital expenditures totaled $367.2 million , $367.3 million and $350.3 million during the years ended December 31, 2015 , 2014 and 2013 , respectively. We generally fund capital additions with cash provided by operating activities and cash proceeds from apartment community sales.
We categorize our capital spending broadly into six primary categories:
capital replacements, which represents our estimation of the capital additions made to replace capital assets consumed during our ownership;
capital improvements, which are non-redevelopment capital additions that are made to enhance the value, profitability or useful life of an asset from its original purchase condition;
property upgrades, which may include kitchen and bath remodeling, energy conservation projects, and investments in longer-lived materials designed to reduce turnover costs, all of which are generally lesser in scope than redevelopment additions and do not significantly disrupt property operations;
redevelopment additions, which represent capital additions intended to enhance the value of the apartment community through the ability to generate higher average rental rates, and may include costs related to entitlement, which enhance the value of a community through increased density, and costs related to renovation of exteriors, common areas or apartment homes;
development additions, which represent construction and related capitalized costs associated with our ground-up development projects; and
casualty replacements spending, which represent capitalized costs incurred in connection with the restoration of an asset after a casualty event such as a hurricane, tornado or flood.
We exclude from these measures the amounts of capital spending related to apartment communities sold or classified as held for sale at the end of the period. Note that we deduct capital replacements from Pro-forma FFO to calculate AFFO, which we use to help determine the amounts of our dividend payments.

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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 consolidated statements of cash flow for the years ended December 31, 2015 , 2014 and 2013 , are presented below (dollars in thousands):
 
2015
 
2014
 
2013
Capital replacements
$
49,432

 
$
48,791

 
$
62,536

Capital improvements
21,988

 
25,029

 
55,259

Property upgrades
49,433

 
49,287

 
32,709

Redevelopment additions
117,820

 
181,951

 
178,287

Development additions
115,638

 
46,928

 
15,898

Casualty replacements
7,004

 
5,800

 
6,650

Total capital additions
361,315

 
357,786

 
351,339

Plus: additions related to apartment communities sold or held for sale
1,633

 
9,668

 
24,699

Consolidated capital additions
362,948

 
367,454

 
376,038

Plus: net change in accrued capital spending
4,232

 
(130
)
 
(25,700
)
Capital expenditures per consolidated statement of cash flows
$
367,180

 
$
367,324

 
$
350,338

For the years ended December 31, 2015 , 2014 and 2013 , we capitalized $11.7 million , $14.2 million and $17.6 million of interest costs, respectively, and $28.2 million , $29.2 million and $33.2 million of other direct and indirect costs, respectively.
Redevelopment and Development
Information regarding our ongoing redevelopment and development projects at December 31, 2015 , are presented below (dollars in millions):
 
 
 
 
Schedule
 
Total Number
of Apartment Homes at Completion
Estimated Net 
Investment at Completion
Inception-to-Date Net
Investment
Construction
Start
Initial
Occupancy
Stabilized Occupancy
Stabilized NOI
Redevelopment
 
 
 
 
 
 
 
Park Towne Place
948

$
97.0

$
62.7

Multiple
3Q 2015
1Q 2017
2Q 2018
The Sterling
535

62.5

47.1

Multiple
Multiple
3Q 2016
4Q 2017
Subtotal
1,483

$
159.5

$
109.8

 
 
 
 
 
 
 
 
 
 
 
 
Development
 
 
 
 
 
 
 
One Canal
310

$
195.0

$
162.7

4Q 2013
2Q 2016
3Q 2017
4Q 2018
Total
1,793

$
354.5

$
272.5

 
 
 
 
 
 
 
 
 
 
 
 
Redevelopment
Construction Completed
 
 
 
 
 
 
 
Lincoln Place
795

$
360.0

$
359.0

Multiple
Multiple
2Q 2015
3Q 2016
The Preserve at Marin
126

124.0

123.4

4Q 2012
1Q 2014
3Q 2015
4Q 2016
2900 on First Apartments
135

15.2

14.7

1Q 2014
1Q 2014
2Q 2015
3Q 2016
Ocean House on Prospect
53

14.8

14.6

4Q 2014
3Q 2015
4Q 2015
1Q 2017
Subtotal
1,109

$
514.0

$
511.7

 
 
 
 
 
 
 
 
 
 
 
 
Development
Construction Completed
 
 
 
 
 
 
 
Vivo
91

$
45.0

$
43.8

n/a
4Q 2015
3Q 2016
4Q 2017
Total Completed 2015
1,200

$
559.0

$
555.5

 
 
 
 
Stabilized Occupancy represents the period in which we expect the apartment communities being developed or redeveloped to achieve targeted physical occupancy, generally greater than 90%. Stabilized NOI represents the period in which we expect the communities to achieve stabilized rents and operating costs, generally five quarters after Stabilized Occupancy.

39


During the year ended December 31, 2015 , we invested $117.8 million in our redevelopment projects, and we completed construction at four redevelopment projects. Lincoln Place, in Venice, California, and The Preserve at Marin, in Corte Madera, California, were completed in the first quarter and, as of December 31, 2015 , were 96% and 94% occupied, respectively. 2900 on First in Seattle, Washington, was completed during the second quarter and, as of December 31, 2015 , was 90% occupied. Ocean House on Prospect, in La Jolla, California, was completed in the fourth quarter and, as of December 31, 2015 , was 94% occupied.
Redevelopment of Park Towne Place includes significant renovation of existing commercial space, upgrading common areas and amenities, and the phased redevelopment of apartment homes. The first phase included redevelopment of the commercial space, common areas and amenities, and the apartment homes in the South Tower, one of the four residential towers that comprise the community. The estimated net investment for this first phase of redevelopment of $60 million, reflects a gross investment of $71 million, reduced by $11 million of historic tax credits. At the end of the year, 85% of the 229 apartment homes in the South Tower had been redeveloped and rent achievement to date is in excess of Aimco’s underwriting. Redevelopment of the remaining apartment homes in the South Tower, along with the common areas and amenities have since been substantially completed. Redevelopment of the 245 apartment home East Tower, approved in the third quarter 2015, is underway. This phase represents a net investment of $37 million, reflecting an estimated gross investment of $45.5 million reduced by approximately $8.5 million of historic tax credits. In total, 474 apartment homes at Park Towne Place have been approved for redevelopment. As of the end of January 2016, we had leased 83% of the apartment homes in the South Tower and signed leases for 55% of the 12,560 square feet of commercial space in the community, at rents above underwriting.
Redevelopment of The Sterling includes significant renovation of existing retail space, upgrading common areas, and the phased redevelopment of apartment homes. Renovation of the common areas and retail space was completed in second quarter 2015, at a cost consistent with underwriting. Based on the success of the lease-up pace and pricing of the apartment homes that have been completed, Aimco approved the redevelopment of an additional five floors, containing 130 apartment homes. The estimated net investment for the additional apartment homes is $13 million. At the end of fourth quarter, 58% of the 409 apartment homes approved for redevelopment were complete, at a cost consistent with underwriting and as of the end of January 2016, we had leased 97% of the completed apartment homes, with rents above underwriting and had signed leases for 84% of the 19,845 square feet of retail space at rents above underwriting.
During the year ended December 31, 2015 , we invested $115.6 million in our development projects. This included an investment of $99.7 million in the development of One Canal in the historic Bulfinch Triangle neighborhood of Boston’s West End. One Canal will include 310 apartment homes and 22,000 square feet of commercial space. During the three months ended December 31, 2015 , we approved a $5.0 million increase in scope, comprised of additional tenant improvements, enhanced penthouse units, improved kitchen layouts and common area enhancements. The additional tenant improvements are based on the execution of a 15-year lease for all of the commercial space. This lease commences in Spring 2016, approximately three and a half years earlier than contemplated in the project underwriting. We anticipate the completion of construction in April, with the commencement of leasing shortly thereafter. Our investment in One Canal has been and will be funded in part by a $114.0 million non-recourse property loan, of which $27.8 million was available to draw at December 31, 2015 .
Our development spending during the year ended December 31, 2015 , also included $15.9 million at Vivo, the eight-story, 91-apartment home near Kendall Square in Cambridge, Massachusetts, under construction at the time we acquired it during the second quarter of 2015. Vivo is located two blocks from Axiom Apartment Homes, which we also acquired during the second quarter of 2015, and is contiguous to a large life science complex now under construction, the completion of which is planned for late spring or early summer 2016. At closing, we paid $27.9 million and agreed to fund the remaining construction costs. We expect a total investment of $45.0 million in this community, of which $43.8 million has been invested through December 31, 2015 . Construction was completed during the third quarter, in line with plan. Leasing activity during the fourth quarter was in-line with underwriting. Amenity finishes, including completion of a fitness center and finishes to an outdoor rooftop terrace, are scheduled to be completed in the summer of 2016.
We expect our total redevelopment and development spending to range from $180 million to $220 million for the year ending December 31, 2016.
Financing Activities
For the year ended December 31, 2015 , our net cash used in financing activities of $167.2 million was primarily attributed to principal payments on property loans, dividends paid to common security holders and distributions paid to noncontrolling interests, partially offset by proceeds from our issuance of common securities and proceeds from property loans.

40


Principal payments on property loans during the year totaled $514.3 million , and included $79.8 million of scheduled principal amortization, $166.0 million related to the expansion of our unencumbered asset pool, and the remainder primarily related to debt payoffs in connection with dispositions. We like the discipline of financing our investments in real estate through the use of amortizing, fixed-rate property debt, as the amortization gradually reduces our leverage, reduces our refunding risk and the fixed-rate provides a hedge against increases in interest rates. Our net cash used in financing activities also includes $252.6 million of payments to equity holders, as further detailed in the table below.
Equity and Partners’ Capital Transactions
The following table presents our dividend and distribution activity during the year ended December 31, 2015 (dollars in thousands):
 
2015
Cash distributions paid by the Aimco Operating Partnership to holders of noncontrolling interests in consolidated real estate partnerships
$
43,757

Cash distributions paid by the Aimco Operating Partnership to preferred unitholders (1)
18,042

Cash distributions paid by the Aimco Operating Partnership to common unitholders (2)
190,783

Total cash distributions paid by the Aimco Operating Partnership
$
252,582

 
 
Cash distributions paid by Aimco to holders of noncontrolling interests in consolidated real estate partnerships
$
43,757

Cash distributions paid by Aimco to holders of common OP Units
13,644

Cash dividends paid by Aimco to preferred stockholders
11,099

Cash dividends paid by Aimco to common stockholders
184,082

Total cash dividends and distributions paid by Aimco
$
252,582

 
 
(1)
$11.1 million represented distributions to Aimco, and $6.9 million represented distributions paid to holders of OP Units.
(2)
$184.1 million represented distributions to Aimco, and $6.7 million represented distributions paid to holders of OP Units.

Pursuant to an At-The-Market offering program active at December 31, 2015 , Aimco has the capacity to issue up to 3.5 million shares of its Common Stock. In the event of any such issuances, Aimco would contribute the net proceeds to the Aimco Operating Partnership in exchange for a number of partnership common units equal to the number of shares issued and sold. Additionally, the Aimco Operating Partnership and Aimco have a shelf registration statement that provides for the issuance of debt securities by the Aimco Operating Partnership and equity securities by Aimco.
During January 2015, Aimco completed a public offering resulting in the sale of 9,430,000 shares of its Common Stock, par value $0.01 per share, in an underwritten public offering, generating net proceeds of approximately $366.6 million .  Aimco contributed the net proceeds from the sale of Common Stock to the Aimco Operating Partnership in exchange for a number of common partnership units equal to the number of shares of Common Stock issued.
Contractual Obligations
This table summarizes information contained elsewhere in this Annual Report on Form 10-K regarding payments due under contractual obligations and commitments as of December 31, 2015 (in thousands):
 
Total
Less than One Year
2-3 Years
4-5 Years
More than Five Years
Long-term debt (1)
$
3,846,160

$
325,973

$
682,639

$
952,213

$
1,885,335

Interest related to long-term debt (2)
1,082,198

190,390

320,217

219,171

352,420

Office space lease obligations
6,863

3,061

3,423

379


Ground lease obligations (3)
72,987

795

1,890

2,426

67,876

Construction obligations (4)
110,000

100,286

9,714



Total
$
5,118,208

$
620,505

$
1,017,883

$
1,174,189

$
2,305,631

 
 
 
 
 
 
(1)
Includes scheduled principal amortization and maturity payments related to our long-term debt.
(2)
Includes interest related to both fixed rate and variable rate debt. Interest related to variable rate debt is estimated based on the rate effective at December 31, 2015 . Refer to Note 5 to the consolidated financial statements in Item 8 for a description of average interest rates associated with our debt.
(3)
These ground leases mature in years ranging from 2037 to 2084.

41


(4)
Represents estimated obligations pursuant to construction contracts related to our development, redevelopment and other capital projects. Refer to Note 7 to the consolidated financial statements in Item 8 for additional information regarding these obligations.
In addition to the amounts presented in the table above, at December 31, 2015 , we had $159.8 million (liquidation value) of perpetual preferred stock outstanding with a weighted average annual dividend yield of 6.9% and $87.9 million (liquidation value) of redeemable preferred OP Units of the Aimco Operating Partnership outstanding with annual distribution yields ranging from 1.9% to 8.8% . The dividends and distributions that accrue on the perpetual preferred stock and redeemable preferred OP Units are cumulative. As of December 31, 2015 , we had no accrued dividends or distributions related to these securities.
Additionally, we may enter into commitments to purchase goods and services in connection with the operations of our apartment communities. Those commitments generally have terms of one year or less and reflect expenditure levels comparable to our historical expenditures.
Future Capital Needs
In addition to the items set forth in “Contractual Obligations” above, we expect to fund any future acquisitions, redevelopment and development projects, and other capital spending principally with proceeds from apartment community sales (including tax-free exchange proceeds), short-term borrowings, debt and equity financing and operating cash flows. Our near-term business plan does not contemplate the issuance of equity.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Our primary market risk exposure is to the availability of property debt or other cash sources to refund maturing property debt and to changes in base interest rates and credit risk spreads. Our liabilities are not subject to any other material market rate or price risks. We use predominantly long-term, fixed-rate non-recourse property debt in order to avoid the refunding and repricing risks of short-term borrowings. We use short-term debt financing and working capital primarily to fund short-term uses and acquisitions and generally expect to refinance such borrowings with cash from operating activities, proceeds from apartment community sales, long-term debt or equity financings. We make limited use of other derivative financial instruments and we do not use them for trading or other speculative purposes.
As of December 31, 2015 , on a consolidated basis, we had approximately $111.9 million of variable-rate indebtedness outstanding. We estimate that an increase in 30-day LIBOR of 100 basis points with constant credit risk spreads would result in our net income and the amount of net income attributable to our common security holders (including Aimco common stockholders and the Aimco Operating Partnership’s common unitholders) being reduced (or the amounts of net loss and net loss attributable to our common equity holders being increased) by approximately $0.9 million , on an annual basis.
At December 31, 2015 , we had approximately $137.7 million in cash and cash equivalents and restricted cash, a portion of which bear interest at variable rates and may mitigate the effect of an increase in variable rates on our variable-rate indebtedness discussed above.
We estimate the fair value for our debt instruments as described in Note 6 to the consolidated financial statements in Item 8. The estimated aggregate fair value of our consolidated total indebtedness was approximately $4.0 billion at December 31, 2015 . The combined carrying value of our consolidated debt was $3.9 billion at December 31, 2015 . If market rates for our fixed-rate debt were higher by 100 basis points with constant credit risk spreads, the estimated fair value of our debt discussed above would have decreased from $4.0 billion to $3.9 billion. If market rates for our debt discussed above were lower by 100 basis points with constant credit risk spreads, the estimated fair value of our fixed-rate debt would have increased from $4.0 billion to $4.1 billion.
Item 8. Financial Statements and Supplementary Data
The independent registered public accounting firm’s reports, consolidated financial statements and schedule listed in the accompanying index are filed as part of this report and incorporated herein by this reference. See “Index to Financial Statements” on page F-1 of this Annual Report.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
None.

42



Item 9A. Controls and Procedures
Aimco
Disclosure Controls and Procedures
Aimco’s management, with the participation of Aimco’s chief executive officer and chief financial officer, has evaluated the effectiveness of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, Aimco’s chief executive officer and chief financial officer have concluded that, as of the end of such period, Aimco’s disclosure controls and procedures are effective.
Management’s Report on Internal Control Over Financial Reporting
Aimco’s management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act as a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets;
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of Aimco’s internal control over financial reporting as of December 31, 2015 . In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013 Framework).
Based on their assessment, management concluded that, as of December 31, 2015 , Aimco’s internal control over financial reporting is effective.
Aimco’s independent registered public accounting firm has issued an attestation report on Aimco’s internal control over financial reporting.
Changes in Internal Control Over Financial Reporting
There has been no change in Aimco’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter of 2015 that has materially affected, or is reasonably likely to materially affect, Aimco’s internal control over financial reporting.


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Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of
Apartment Investment and Management Company
We have audited Apartment Investment and Management Company’s (the “Company”) internal control over financial reporting as of December 31, 2015 , based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) (the COSO criteria). The Company’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015 , based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of the Company as of December 31, 2015 and 2014 , and the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2015 , and our report dated February 26, 2016 expressed an unqualified opinion thereon.
/s/ ERNST & YOUNG LLP

Denver, Colorado
February 26, 2016


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The Aimco Operating Partnership
Disclosure Controls and Procedures
The Aimco Operating Partnership’s management, with the participation of the chief executive officer and chief financial officer of Aimco, who are the equivalent of the Aimco Operating Partnership’s chief executive officer and chief financial officer, respectively, has evaluated the effectiveness of the Aimco Operating Partnership’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, the chief executive officer and chief financial officer of Aimco have concluded that, as of the end of such period, the Aimco Operating Partnership’s disclosure controls and procedures are effective.
Management’s Report on Internal Control Over Financial Reporting
Management of the Aimco Operating Partnership is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act as a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets;
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of the Aimco Operating Partnership’s internal control over financial reporting as of December 31, 2015 . In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013 Framework).
Based on their assessment, management concluded that, as of December 31, 2015 , the Aimco Operating Partnership’s internal control over financial reporting is effective.
The Aimco Operating Partnership’s independent registered public accounting firm has issued an attestation report on the Aimco Operating Partnership’s internal control over financial reporting.
Changes in Internal Control Over Financial Reporting
There has been no change in the Aimco 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 fourth quarter of 2015 that has materially affected, or is reasonably likely to materially affect, the Aimco Operating Partnership’s internal control over financial reporting.



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Report of Independent Registered Public Accounting Firm

The Partners of
AIMCO Properties, L.P.
We have audited AIMCO Properties, L.P.’s (the “Partnership”) internal control over financial reporting as of December 31, 2015 , based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) (the COSO criteria). The Partnership’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Partnership’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015 , based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of the Partnership as of December 31, 2015 and 2014 , and the related consolidated statements of operations, comprehensive income, partners’ capital, and cash flows for each of the three years in the period ended December 31, 2015 , and our report dated February 26, 2016 expressed an unqualified opinion thereon.
/s/ ERNST & YOUNG LLP

Denver, Colorado
February 26, 2016

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Item 9B. Other Information
None.
PART III

Item 10. Directors, Executive Officers and Corporate Governance
Each member of the board of directors of Aimco also is a director of the general partner of the Aimco Operating Partnership. The officers of Aimco are also the officers of the general partner of the Aimco Operating Partnership and hold the same titles. The information required by this item for both Aimco and the Aimco Operating Partnership is presented jointly under the captions “Board of Directors and Executive Officers,” “Corporate Governance Matters - Code of Ethics,” “Other Matters - Section 16(a) Beneficial Ownership Reporting Compliance,” “Corporate Governance Matters - Nominating and Corporate Governance Committee,” “Corporate Governance Matters - Audit Committee” and “Corporate Governance Matters - Audit Committee Financial Expert” in the proxy statement for Aimco’s 2016 annual meeting of stockholders and is incorporated herein by reference.
Item 11. Executive Compensation
The information required by this item is presented under the captions “Compensation Discussion & Analysis,” “Compensation and Human Resources Committee Report to Stockholders,” “Summary Compensation Table,” “Grants of Plan-Based Awards in 2015 ,” “Outstanding Equity Awards at Fiscal Year End 2015 ,” “Option Exercises and Stock Vested in 2015 ,” “Potential Payments Upon Termination or Change in Control” and “Corporate Governance Matters - Director Compensation” in the proxy statement for Aimco’s 2016 annual meeting of stockholders and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item, for both Aimco and the Aimco Operating Partnership, is presented under the captions “Security Ownership of Certain Beneficial Owners and Management” and “Securities Authorized for Issuance Under Equity Compensation Plans” in the proxy statement for Aimco’s 2016 annual meeting of stockholders and is incorporated herein by reference. In addition, as of February 25, 2016 , Aimco, through its consolidated subsidiaries, held 95.2% of the Aimco Operating Partnership’s common partnership units outstanding.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this item is presented under the caption “Certain Relationships and Related Transactions” and “Corporate Governance Matters - Independence of Directors” in the proxy statement for Aimco’s 2016 annual meeting of stockholders and is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services
The information required by this item is presented under the caption “Principal Accountant Fees and Services” in the proxy statement for Aimco’s 2016 annual meeting of stockholders and is incorporated herein by reference.
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a)(1)
The financial statements listed in the Index to Financial Statements on Page F-1 of this report are filed as part of this report and incorporated herein by reference.
(a)(2)
The financial statement schedule listed in the Index to Financial Statements on Page F-1 of this report is filed as part of this report and incorporated herein by reference.
(a)(3)
The Exhibit Index is incorporated herein by reference.

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INDEX TO EXHIBITS (1) (2)
EXHIBIT NO.
DESCRIPTION
3.1
Charter (Exhibit 3.1 to Aimco’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2015, is incorporated herein by this reference)
3.2
Amended and Restated Bylaws (Exhibit 3.1 to Aimco’s Current Report on Form 8-K dated January 26, 2016, is incorporated herein by this reference)
10.1
Fourth Amended and Restated Agreement of Limited Partnership of the Aimco Operating Partnership, dated as of July 29, 1994, as amended and restated as of February 28, 2007 (Exhibit 10.1 to Aimco’s Annual Report on Form 10-K for the year ended December 31, 2006, is incorporated herein by this reference)
10.2
First Amendment to Fourth Amended and Restated Agreement of Limited Partnership of the Aimco Operating Partnership, dated as of December 31, 2007 (Exhibit 10.1 to Aimco’s Current Report on Form 8-K, dated December 31, 2007, is incorporated herein by this reference)
10.3
Second Amendment to the Fourth Amended and Restated Agreement of Limited Partnership of the Aimco Operating Partnership, dated as of July 30, 2009 (Exhibit 10.1 to Aimco’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2009, is incorporated herein by this reference)
10.4
Third Amendment to the Fourth Amended and Restated Agreement of Limited Partnership of the Aimco Operating Partnership, dated as of September 2, 2010 (Exhibit 10.1 to Aimco’s Current Report on Form 8-K, dated September 3, 2010, is incorporated herein by this reference)
10.5
Fourth Amendment to the Fourth Amended and Restated Agreement of Limited Partnership of the Aimco Operating Partnership, dated as of July 26, 2011 (Exhibit 10.1 to Aimco’s Current Report on Form 8-K, dated July 26, 2011, is incorporated herein by this reference)
10.6
Fifth Amendment to the Fourth Amended and Restated Agreement of Limited Partnership of the Aimco Operating Partnership, dated as of August 24, 2011 (Exhibit 10.1 to Aimco’s Current Report on Form 8-K, dated August 24, 2011, is incorporated herein by this reference)
10.7
Sixth Amendment to the Fourth Amended and Restated Agreement of Limited Partnership of the Aimco Operating Partnership, dated as of December 31, 2011 (Exhibit 10.1 to Aimco’s Current Report on Form 8-K, dated December 31, 2011, is incorporated herein by this reference)
10.8
Seventh Amendment to the Fourth Amended and Restated Agreement of Limited Partnership of the Aimco Operating Partnership, dated as of May 13, 2014 (Exhibit 10.1 to Aimco’s Current Report on Form 8-K, dated May 15, 2014, is incorporated herein by this reference)
10.9
Eighth Amendment to the Fourth Amended and Restated Agreement of Limited Partnership of the Aimco Operating Partnership, dated as of October 31, 2014 (Exhibit 10.1 to Aimco’s Current Report on Form 8-K, dated November 4, 2014, is incorporated herein by this reference)
10.10
Senior Secured Credit Agreement, dated as of December 13, 2011, among Aimco, the Aimco Operating Partnership, AIMCO/Bethesda Holdings, Inc., the lenders from time to time party thereto, KeyBank National Association, as administrative agent, swing line lender and a letter of credit issuer, Wells Fargo Bank, N.A., as syndication agent and Bank of America, N.A. and Regions Bank, as co-documentation agents (Exhibit 10.1 to Aimco’s Current Report on Form 8-K, dated December 13, 2011, is incorporated herein by this reference)
10.11
First Amendment to Senior Secured Credit Agreement, dated as of April 5, 2013, by and among Aimco, the Aimco Partnership, AIMCO/Bethesda Holdings, Inc., Keybank National Association, as Agent for itself and the other lenders from time to time a party to the Senior Secured Credit Agreement (Exhibit 10.1 to Aimco’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2013, is incorporated herein by this reference)
10.12
Second Amendment to Credit Agreement and Joinder to Guaranty, dated as of September 30, 2013, among Aimco, the Aimco Operating Partnership, AIMCO/Bethesda Holdings, Inc., the guarantors party thereto, the lenders party thereto and KeyBank National Association, as administrative agent (Exhibit 10.1 to Aimco’s Current Report on Form 8-K, dated September 30, 2013, is incorporated herein by this reference)
10.13
Master Indemnification Agreement, dated December 3, 2001, by and among Aimco, the Aimco Operating Partnership., XYZ Holdings LLC, and the other parties signatory thereto (Exhibit 2.3 to Aimco’s Current Report on Form 8-K, dated December 6, 2001, is incorporated herein by this reference)
10.14
Tax Indemnification and Contest Agreement, dated December 3, 2001, by and among Aimco, National Partnership Investments, Corp., and XYZ Holdings LLC and the other parties signatory thereto (Exhibit 2.4 to Aimco’s Current Report on Form 8-K, dated December 6, 2001, is incorporated herein by this reference)
10.15
Employment Contract executed on December 29, 2008, by and between the Aimco Operating Partnership and Terry Considine (Exhibit 10.1 to Aimco’s Current Report on Form 8-K, dated December 29, 2008, is incorporated herein by this reference)*
10.16
Apartment Investment and Management Company 1997 Stock Award and Incentive Plan (October 1999) (Exhibit 10.26 to Aimco’s Annual Report on Form 10-K for the year ended December 31, 1999, is incorporated herein by this reference)*

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10.17
Form of Restricted Stock Agreement (1997 Stock Award and Incentive Plan) (Exhibit 10.11 to Aimco’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1997, is incorporated herein by this reference)*
10.18
Form of Incentive Stock Option Agreement (1997 Stock Award and Incentive Plan) (Exhibit 10.42 to Aimco’s Annual Report on Form 10-K for the year ended December 31, 1998, is incorporated herein by this reference)*
10.19
2007 Stock Award and Incentive Plan (Appendix A to Aimco’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 20, 2007 is incorporated herein by this reference)*
10.20
Form of Restricted Stock Agreement (2007 Stock Award and Incentive Plan) (Exhibit 10.2 to Aimco’s Current Report on Form 8-K, dated April 30, 2007, is incorporated herein by this reference)*
10.21
Form of Non-Qualified Stock Option Agreement (2007 Stock Award and Incentive Plan) (Exhibit 10.3 to Aimco’s Current Report on Form 8-K, dated April 30, 2007, is incorporated herein by this reference)*
10.22
2007 Employee Stock Purchase Plan (Appendix B to Aimco’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 20, 2007, is incorporated herein by this reference)*
10.23
2015 Stock Award and Incentive Plan (Appendix A to Aimco’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 13, 2015, is incorporated herein by this reference)*
10.24
Form of Performance Restricted Stock Agreement (2015 Stock Award and Incentive Plan)
10.25
Form of Restricted Stock Agreement (2015 Stock Award and Incentive Plan)
10.26
Form of Non-Qualified Stock Option Agreement ( 2015 Stock Award and Incentive Plan)
21.1
List of Subsidiaries
23.1
Consent of Independent Registered Public Accounting Firm - Aimco
23.2
Consent of Independent Registered Public Accounting Firm - Aimco Operating Partnership
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 - Aimco
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 - Aimco
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 - Aimco 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 - Aimco Operating Partnership
32.1
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Aimco
32.2
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Aimco
32.3
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Aimco Operating Partnership
32.4
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Aimco Operating Partnership
99.1
Agreement re: disclosure of long-term debt instruments - Aimco
99.2
Agreement re: disclosure of long-term debt instruments - Aimco Operating Partnership
101
XBRL (Extensible Business Reporting Language). The following materials from Aimco’s and the Aimco Operating Partnership’s combined Annual Report on Form 10-K for the year ended December 31, 2015, formatted in XBRL: (i) consolidated balance sheets; (ii) consolidated statements of operations; (iii) consolidated statements of comprehensive income; (iv) consolidated statements of equity and consolidated statements of partners’ capital; (v) consolidated statements of cash flows; (vi) notes to the consolidated financial statements; and (vii) financial statement schedule (3).
(1)
Schedule and supplemental materials to the exhibits have been omitted but will be provided to the Securities and Exchange Commission upon request.
(2)
The Commission file numbers for exhibits is 001-13232 (Aimco) and 0-24497 (the Aimco Operating Partnership), and all such exhibits remain available pursuant to the Records Control Schedule of the Securities and Exchange Commission.
(3)
As provided in Rule 406T of Regulation S-T, this information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934.
*
Management contract or compensatory plan or arrangement

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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 INVESTMENT AND
MANAGEMENT COMPANY
 
 
By:
/s/ TERRY CONSIDINE    
 
Terry Considine
 
Chairman of the Board and
Chief Executive Officer
Date:
February 26, 2016
AIMCO PROPERTIES, L.P.
 
 
By:
AIMCO-GP, Inc., its General Partner
 
 
By:
/s/ TERRY CONSIDINE    
 
Terry Considine
 
Chairman of the Board and
Chief Executive Officer
Date:
February 26, 2016

50

Table of Contents

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of each registrant and in the capacities and on the dates indicated.

Signature
 
Title
Date
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
 
 
 
 
 
AIMCO PROPERTIES, L.P.
 
By:AIMCO-GP, Inc., its General Partner
 
 
 
 
 
 
/s/ TERRY CONSIDINE
 
Chairman of the Board and
February 26, 2016
Terry Considine
 
Chief Executive Officer
(principal executive officer)
 
 
 
 
 
/s/ PAUL BELDIN
 
Executive Vice President and
February 26, 2016
Paul Beldin
 
Chief Financial Officer
(principal financial officer)
 
 
 
 
 
/s/ ANDREW HIGDON
 
Senior Vice President and
February 26, 2016
Andrew Higdon
 
Chief Accounting Officer
(principal accounting officer)
 
 
 
 
 
/s/ JAMES N. BAILEY
 
Director
February 26, 2016
James N. Bailey
 
 
 
 
 
 
 
/s/ THOMAS L. KELTNER
 
Director
February 26, 2016
Thomas L. Keltner
 
 
 
 
 
 
 
/s/ J. LANDIS MARTIN
 
Director
February 26, 2016
J. Landis Martin
 
 
 
 
 
 
 
/s/ ROBERT A. MILLER
 
Director
February 26, 2016
Robert A. Miller
 
 
 
 
 
 
 
/s/ KATHLEEN M. NELSON
 
Director
February 26, 2016
Kathleen M. Nelson
 
 
 
 
 
 
 
/s/ MICHAEL A. STEIN
 
Director
February 26, 2016
Michael A. Stein
 
 
 


51

Table of Contents

APARTMENT INVESTMENT AND MANAGEMENT COMPANY
AIMCO PROPERTIES, L.P.


INDEX TO FINANCIAL STATEMENTS

 
Page
Financial Statements:
 
 
 
 
 
 
 
 
 
Financial Statement Schedule:
 
 
 
All other schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.
 


F-1

Table of Contents


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


The Board of Directors and Stockholders of
Apartment Investment and Management Company

We have audited the accompanying consolidated balance sheets of Apartment Investment and Management Company (the “Company”) as of December 31, 2015 and 2014 , and the related consolidated statements of operations, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2015 . Our audits also included the financial statement schedule listed in the accompanying Index to Financial Statements. These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company at December 31, 2015 and 2014 , and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2015 , in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.
As discussed in Note 2 to the consolidated financial statements, the Company changed its method for reporting of discontinued operations effective January 1, 2014.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2015 , based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) and our report dated February 26, 2016 , expressed an unqualified opinion thereon.    
/s/ ERNST & YOUNG LLP
Denver, Colorado
February 26, 2016


F-2

Table of Contents

APARTMENT INVESTMENT AND MANAGEMENT COMPANY
CONSOLIDATED BALANCE SHEETS
As of December 31, 2015 and 2014
(In thousands, except share data)

 
2015
 
2014
ASSETS
 
 
 
Buildings and improvements
$
6,446,326

 
$
6,259,318

Land
1,861,157

 
1,885,640

Total real estate
8,307,483

 
8,144,958

Accumulated depreciation
(2,778,022
)
 
(2,672,179
)
Net real estate ($335,129 and $360,160 related to VIEs)
5,529,461

 
5,472,779

Cash and cash equivalents ($18,852 and $17,108 related to VIEs)
50,789

 
28,971

Restricted cash ($33,835 and $36,196 related to VIEs)
86,956

 
91,445

Other assets ($168,519 and $182,108 related to VIEs)
473,918

 
476,727

Assets held for sale
3,070

 
27,106

Total assets
$
6,144,194

 
$
6,097,028

LIABILITIES AND EQUITY
 
 
 
Non-recourse property debt ($325,203 and $336,471 related to VIEs)
$
3,846,160

 
$
4,022,809

Revolving credit facility borrowings
27,000

 
112,330

Total indebtedness
3,873,160

 
4,135,139

Accounts payable
36,123

 
41,919

Accrued liabilities and other ($173,689 and $135,644 related to VIEs)
318,975

 
279,077

Deferred income
64,052

 
81,882

Liabilities related to assets held for sale
53

 
28,969

Total liabilities
4,292,363

 
4,566,986

Preferred noncontrolling interests in Aimco Operating Partnership
87,926

 
87,937

Commitments and contingencies (Note 7)

 

Equity:
 
 
 
Perpetual Preferred Stock (Note 9)
159,126

 
186,126

Common Stock, $0.01 par value, 500,787,260 shares authorized, 156,326,416 and 146,403,274 shares issued/outstanding at December 31, 2015 and 2014, respectively
1,563

 
1,464

Additional paid-in capital
4,064,659

 
3,696,143

Accumulated other comprehensive loss
(6,040
)
 
(6,456
)
Distributions in excess of earnings
(2,596,917
)
 
(2,649,542
)
Total Aimco equity
1,622,391

 
1,227,735

Noncontrolling interests in consolidated real estate partnerships
151,365

 
233,296

Common noncontrolling interests in Aimco Operating Partnership
(9,851
)
 
(18,926
)
Total equity
1,763,905

 
1,442,105

Total liabilities and equity
$
6,144,194

 
$
6,097,028












See notes to the consolidated financial statements.

F-3

Table of Contents

APARTMENT INVESTMENT AND MANAGEMENT COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years Ended December 31, 2015 , 2014 and 2013
(In thousands, except per share data)

 
2015
 
2014
 
2013
REVENUES:
 
 
 
 
 
Rental and other property revenues
$
956,954

 
$
952,831

 
$
939,231

Tax credit and asset management revenues
24,356

 
31,532

 
34,822

Total revenues
981,310

 
984,363

 
974,053

OPERATING EXPENSES:
 
 
 
 
 
Property operating expenses
359,393

 
373,654

 
375,710

Investment management expenses
5,855

 
7,310

 
4,341

Depreciation and amortization
306,301

 
282,608

 
291,910

Provision for real estate impairment losses

 
1,820

 

General and administrative expenses
43,178

 
44,092

 
45,670

Other expenses, net
10,368

 
12,529

 
7,403

Total operating expenses
725,095

 
722,013

 
725,034

Operating income
256,215

 
262,350

 
249,019

Interest income
6,949

 
6,878

 
17,943

Interest expense
(199,685
)
 
(220,971
)
 
(237,048
)
Other, net
387

 
(829
)
 
2,723

Income before income taxes and discontinued operations
63,866

 
47,428

 
32,637

Income tax benefit
27,524

 
20,047

 
1,959

Income from continuing operations
91,390

 
67,475

 
34,596

Income from discontinued operations, net of tax (Note 12)

 

 
203,229

Gain on dispositions of real estate, net of tax (Note 12)
180,593

 
288,636

 

Net income
271,983

 
356,111

 
237,825

Noncontrolling interests:
 
 
 
 
 
Net income attributable to noncontrolling interests in consolidated real estate partnerships
(4,776
)
 
(24,595
)
 
(12,473
)
Net income attributable to preferred noncontrolling interests in Aimco Operating Partnership
(6,943
)
 
(6,497
)
 
(6,423
)
Net income attributable to common noncontrolling interests in Aimco Operating Partnership
(11,554
)
 
(15,770
)
 
(11,639
)
Net income attributable to noncontrolling interests
(23,273
)
 
(46,862
)
 
(30,535
)
Net income attributable to Aimco
248,710

 
309,249

 
207,290

Net income attributable to Aimco preferred stockholders
(11,794
)
 
(7,947
)
 
(2,804
)
Net income attributable to participating securities
(950
)
 
(1,082
)
 
(813
)
Net income attributable to Aimco common stockholders
$
235,966

 
$
300,220

 
$
203,673

Earnings attributable to Aimco per common share – basic and diluted:
 
 
 
 
 
Income from continuing operations
$
1.52

 
$
2.06

 
$
0.29

Income from discontinued operations

 

 
1.11

Net income
$
1.52

 
$
2.06

 
$
1.40

Weighted average common shares outstanding – basic
155,177

 
145,639

 
145,291

Weighted average common shares outstanding – diluted
155,570

 
146,002

 
145,532






See notes to the consolidated financial statements.

F-4

Table of Contents

APARTMENT INVESTMENT AND MANAGEMENT COMPANY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Years Ended December 31, 2015 , 2014 and 2013
(In thousands)

 
2015
 
2014
 
2013
 
 
 
 
 
 
Net income
$
271,983

 
$
356,111

 
$
237,825

Other comprehensive income (loss):
 
 
 
 
 
Unrealized (losses) gains on interest rate swaps
(1,299
)
 
(2,306
)
 
1,734

Losses on interest rate swaps reclassified into interest expense from accumulated other comprehensive loss
1,678

 
1,685

 
1,678

Unrealized gains (losses) on debt securities classified as available-for-sale
214

 
(1,192
)
 
(4,188
)
Other comprehensive income (loss)
593

 
(1,813
)
 
(776
)
Comprehensive income
272,576

 
354,298

 
237,049

Comprehensive income attributable to noncontrolling interests
(23,450
)
 
(46,903
)
 
(30,819
)
Comprehensive income attributable to Aimco
$
249,126

 
$
307,395

 
$
206,230







































See notes to the consolidated financial statements.

F-5

Table of Contents

APARTMENT INVESTMENT AND MANAGEMENT COMPANY
CONSOLIDATED STATEMENTS OF EQUITY
For the Years Ended December 31, 2015 , 2014 and 2013
(In thousands)
 
 
Preferred Stock
 
Common Stock
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Shares Issued
 
Amount
 
Shares Issued
 
Amount
 
Additional Paid-in Capital
 
Accumulated Other Comprehensive Loss
 
Distributions in Excess of Earnings
 
Total Aimco Equity
 
Noncontrolling Interests
 
Total Equity
Balances at December 31, 2012
 
1,274

 
$
68,114

 
145,564

 
$
1,456

 
$
3,712,684

 
$
(3,542
)
 
$
(2,863,287
)
 
$
915,425

 
$
239,469

 
$
1,154,894

Redemption of Aimco Operating Partnership units
 

 

 

 

 

 

 

 

 
(3,085
)
 
(3,085
)
Amortization of share-based compensation cost
 

 

 
33

 

 
5,915

 

 

 
5,915

 

 
5,915

Exercises of stock options
 

 

 
44

 

 
993

 

 

 
993

 

 
993

Contributions from noncontrolling interests
 

 

 

 

 

 

 

 

 
1,630

 
1,630

Effect of changes in ownership for consolidated entities
 

 

 

 

 
(19,805
)
 

 

 
(19,805
)
 
2,130

 
(17,675
)
Change in accumulated other comprehensive loss
 

 

 

 

 

 
(1,060
)
 

 
(1,060
)
 
284

 
(776
)
Other, net
 

 

 
276

 
3

 
1,552

 

 

 
1,555

 
693

 
2,248

Net income
 

 

 

 

 

 

 
207,290

 
207,290

 
24,112

 
231,402

Distributions to noncontrolling interests
 

 

 

 

 

 

 

 

 
(59,946
)
 
(59,946
)
Common Stock dividends
 

 

 

 

 

 

 
(140,052
)
 
(140,052
)
 

 
(140,052
)
Preferred Stock dividends
 

 

 

 

 

 

 
(2,804
)
 
(2,804
)
 

 
(2,804
)
Balances at December 31, 2013
 
1,274

 
68,114

 
145,917

 
1,459

 
3,701,339

 
(4,602
)
 
(2,798,853
)
 
967,457

 
205,287

 
1,172,744

Issuance of Preferred Stock
 
5,117

 
128,012

 

 

 
(4,460
)
 

 

 
123,552

 

 
123,552

Repurchase of Preferred Stock
 

 
(10,000
)
 

 

 
257

 

 
227

 
(9,516
)
 

 
(9,516
)
Redemption of Aimco Operating Partnership units
 

 

 

 

 

 

 

 

 
(7,756
)
 
(7,756
)
Amortization of share-based compensation cost
 

 

 
33

 

 
6,139

 

 

 
6,139

 

 
6,139

Exercises of stock options
 

 

 
303

 
3

 
765

 

 

 
768

 

 
768

Contributions from noncontrolling interests
 

 

 

 

 

 

 

 

 
11,559

 
11,559

Effect of changes in ownership for consolidated entities
 

 

 

 

 
(8,097
)
 

 

 
(8,097
)
 
8,809

 
712

Change in accumulated other comprehensive loss
 

 

 

 

 

 
(1,854
)
 

 
(1,854
)
 
41

 
(1,813
)
Other, net
 

 

 
150

 
2

 
200

 

 

 
202

 
(21
)
 
181

Net income
 

 

 

 

 

 

 
309,249

 
309,249

 
40,365

 
349,614

Distributions to noncontrolling interests
 

 

 

 

 

 

 

 

 
(43,914
)
 
(43,914
)
Common Stock dividends
 

 

 

 

 

 

 
(151,991
)
 
(151,991
)
 

 
(151,991
)
Preferred Stock dividends
 

 

 

 

 

 

 
(8,174
)
 
(8,174
)
 

 
(8,174
)
Balances at December 31, 2014
 
6,391

 
186,126

 
146,403

 
1,464

 
3,696,143

 
(6,456
)
 
(2,649,542
)
 
1,227,735

 
214,370

 
1,442,105

Issuance of Common Stock
 

 

 
9,430

 
94

 
366,486

 

 

 
366,580

 

 
366,580

Repurchase of Preferred Stock
 

 
(27,000
)
 

 

 
695

 

 
(695
)
 
(27,000
)
 

 
(27,000
)
Redemption of Aimco Operating Partnership units
 

 

 

 

 

 

 

 

 
(4,181
)
 
(4,181
)
Amortization of share-based compensation cost
 

 

 
27

 

 
7,096

 

 

 
7,096

 

 
7,096

Exercises of stock options
 

 

 
144

 
2

 
265

 

 

 
267

 

 
267

Effect of changes in ownership for consolidated entities
 

 

 

 

 
(6,008
)
 

 

 
(6,008
)
 
4,189

 
(1,819
)
Change in accumulated other comprehensive loss
 

 

 

 

 

 
416

 

 
416

 
177

 
593

Other, net
 

 

 
322

 
3

 
(18
)
 

 
100

 
85

 

 
85

Net income
 

 

 

 

 

 

 
248,710

 
248,710

 
16,330

 
265,040

Distributions to noncontrolling interests
 

 

 

 

 

 

 

 

 
(89,371
)
 
(89,371
)
Common Stock dividends
 

 

 

 

 

 

 
(184,391
)
 
(184,391
)
 

 
(184,391
)
Preferred Stock dividends
 

 

 

 

 

 

 
(11,099
)
 
(11,099
)
 

 
(11,099
)
Balances at December 31, 2015
 
6,391

 
$
159,126

 
156,326

 
$
1,563

 
$
4,064,659

 
$
(6,040
)
 
$
(2,596,917
)
 
$
1,622,391

 
$
141,514

 
$
1,763,905



See notes to the consolidated financial statements.

F-6

Table of Contents

APARTMENT INVESTMENT AND MANAGEMENT COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2015 , 2014 and 2013
(In thousands)
 
2015
 
2014
 
2013
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
 
 
Net income
$
271,983

 
$
356,111

 
$
237,825

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
 
Depreciation and amortization
306,301

 
282,608

 
291,910

Provision for real estate impairment losses

 
1,820

 

Other, net
(387
)
 
829

 
(2,723
)
Gain on dispositions of real estate, net of tax
(180,593
)
 
(288,636
)
 

Income tax benefit
(27,524
)
 
(20,047
)
 
(1,959
)
Share-based compensation expense
6,640

 
5,781

 
5,645

Amortization of deferred loan costs and other
5,186

 
3,814

 
4,915

Adjustments to net income from discontinued operations

 

 
(186,068
)
Changes in operating assets and operating liabilities:
 
 
 
 
 
Accounts receivable and other assets
619

 
9,039

 
4,592

Accounts payable, accrued liabilities and other
(22,334
)
 
(29,895
)
 
(28,541
)
Total adjustments
87,908

 
(34,687
)
 
87,771

Net cash provided by operating activities
359,891

 
321,424

 
325,596

CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
 
 
Purchases of real estate and deposits related to purchases of real estate
(169,447
)
 
(284,041
)
 
(51,291
)
Capital expenditures
(367,180
)
 
(367,324
)
 
(350,338
)
Proceeds from dispositions of real estate
367,571

 
640,044

 
357,314

Purchases of corporate assets
(6,665
)
 
(8,479
)
 
(10,863
)
Purchase of property loans

 

 
(119,101
)
Proceeds from repayment of property loans and option value

 

 
215,517

Changes in restricted cash
(429
)
 
26,315

 
3,003

Other investing activities
5,253

 
7,163

 
20,951

Net cash (used in) provided by investing activities
(170,897
)
 
13,678

 
65,192

CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
 
 
Proceeds from non-recourse property debt
352,602

 
188,503

 
232,965

Principal repayments on non-recourse property debt
(514,294
)
 
(513,599
)
 
(472,276
)
Net (repayments) borrowings on revolving credit facility
(85,330
)
 
61,930

 
50,400

Proceeds from issuance of Common Stock
366,580

 

 

Proceeds from issuance of Preferred Stock

 
123,551

 

Redemptions and repurchases of Preferred Stock
(27,000
)
 
(9,516
)
 

Proceeds from Common Stock option exercises

 
768

 
993

Payment of dividends to holders of Preferred Stock
(11,099
)
 
(7,073
)
 
(2,804
)
Payment of dividends to holders of Common Stock
(184,082
)
 
(152,002
)
 
(140,052
)
Payment of distributions to noncontrolling interests
(57,401
)
 
(49,972
)
 
(63,766
)
Purchases of noncontrolling interests in consolidated real estate partnerships

 

 
(16,775
)
Other financing activities
(7,152
)
 
(4,472
)
 
(8,135
)
Net cash used in financing activities
(167,176
)
 
(361,882
)
 
(419,450
)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
21,818

 
(26,780
)
 
(28,662
)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
28,971

 
55,751

 
84,413

CASH AND CASH EQUIVALENTS AT END OF PERIOD
$
50,789

 
$
28,971

 
$
55,751










See notes to the consolidated financial statements.

F-7

Table of Contents

APARTMENT INVESTMENT AND MANAGEMENT COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2015 , 2014 and 2013
(In thousands)

 
2015
 
2014
 
2013
SUPPLEMENTAL CASH FLOW INFORMATION:
 
 
 
 
 
Interest paid
$
207,087

 
$
231,887

 
$
273,635

Cash paid for income taxes
2,033

 
1,657

 
629

Non-cash transactions associated with the acquisition or disposition of real estate:
 
 
 
 
 
Non-recourse property debt assumed in connection with our acquisition of real estate

 
65,200

 
14,767

Non-recourse property debt assumed by buyer in connection with our disposition of real estate
6,068

 
58,410

 
126,663

Non-recourse, subordinate debt of the disposed legacy asset management business forgiven in connection with the disposition of real estate

 

 
8,149

Issuance of preferred OP Units in connection with acquisition of real estate

 
9,117

 

Other non-cash investing and financing transactions:
 
 
 
 
 
Issuance of common OP Units for acquisition of noncontrolling interests in consolidated real estate partnerships

 

 
416

Accrued capital expenditures
43,725

 
45,701

 
45,571

Accrued dividends on TSR restricted stock (Note 11)
309

 

 




































See notes to the consolidated financial statements.

F-8

Table of Contents


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


The Partners of
AIMCO Properties, L.P.
 
We have audited the accompanying consolidated balance sheets of AIMCO Properties, L.P. (the “Partnership”) as of December 31, 2015 and 2014 , and the related consolidated statements of operations, comprehensive income, partners’ capital and cash flows for each of the three years in the period ended December 31, 2015 . Our audits also included the financial statement schedule listed in the accompanying Index to Financial Statements. These financial statements and schedule are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Partnership at December 31, 2015 and 2014 , and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2015 , in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.
As discussed in Note 2 to the consolidated financial statements, the Partnership changed its method for reporting of discontinued operations effective January 1, 2014.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Partnership’s internal control over financial reporting as of December 31, 2015 , based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) and our report dated February 26, 2016 , expressed an unqualified opinion thereon.    
/s/ ERNST & YOUNG LLP
Denver, Colorado
February 26, 2016





F-9

Table of Contents

AIMCO PROPERTIES, L.P.
CONSOLIDATED BALANCE SHEETS
As of December 31, 2015 and 2014
(In thousands)

 
2015
 
2014
ASSETS
 
 
 
Buildings and improvements
$
6,446,326

 
$
6,259,318

Land
1,861,157

 
1,885,640

Total real estate
8,307,483

 
8,144,958

Accumulated depreciation
(2,778,022
)
 
(2,672,179
)
Net real estate ($335,129 and $360,160 related to VIEs)
5,529,461

 
5,472,779

Cash and cash equivalents ($18,852 and $17,108 related to VIEs)
50,789

 
28,971

Restricted cash ($33,835 and $36,196 related to VIEs)
86,956

 
91,445

Other assets ($168,519 and $182,108 related to VIEs)
473,918

 
476,727

Assets held for sale
3,070

 
27,106

Total assets
$
6,144,194

 
$
6,097,028

LIABILITIES AND EQUITY
 
 
 
Non-recourse property debt ($325,203 and $336,471 related to VIEs)
$
3,846,160

 
$
4,022,809

Revolving credit facility borrowings
27,000

 
112,330

Total indebtedness
3,873,160

 
4,135,139

Accounts payable
36,123

 
41,919

Accrued liabilities and other ($173,689 and $135,644 related to VIEs)
318,975

 
279,077

Deferred income
64,052

 
81,882

Liabilities related to assets held for sale
53

 
28,969

Total liabilities
4,292,363

 
4,566,986

Redeemable preferred units
87,926

 
87,937

Commitments and contingencies (Note 7)

 

Partners’ Capital:
 
 
 
Preferred units (Note 10)
159,126

 
186,126

General Partner and Special Limited Partner
1,463,265

 
1,041,609

Limited Partners
(9,851
)
 
(18,926
)
Partners’ capital attributable to the Aimco Operating Partnership
1,612,540

 
1,208,809

Noncontrolling interests in consolidated real estate partnerships
151,365

 
233,296

Total partners’ capital
1,763,905

 
1,442,105

Total liabilities and partners’ capital
$
6,144,194

 
$
6,097,028

















See notes to the consolidated financial statements.

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Table of Contents

AIMCO PROPERTIES, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
As of December 31, 2015 , 2014 and 2013
(In thousands, except per unit data)

 
2015
 
2014
 
2013
REVENUES:
 
 
 
 
 
Rental and other property revenues
$
956,954

 
$
952,831

 
$
939,231

Tax credit and asset management revenues
24,356

 
31,532

 
34,822

Total revenues
981,310

 
984,363

 
974,053

OPERATING EXPENSES:
 
 
 
 
 
Property operating expenses
359,393

 
373,654

 
375,710

Investment management expenses
5,855

 
7,310

 
4,341

Depreciation and amortization
306,301

 
282,608

 
291,910

Provision for real estate impairment losses

 
1,820

 

General and administrative expenses
43,178

 
44,092

 
45,670

Other expenses, net
10,368

 
12,529

 
7,403

Total operating expenses
725,095

 
722,013

 
725,034

Operating income
256,215

 
262,350

 
249,019

Interest income
6,949

 
6,878

 
17,943

Interest expense
(199,685
)
 
(220,971
)
 
(237,048
)
Other, net
387

 
(829
)
 
2,723

Income before income taxes and discontinued operations
63,866

 
47,428

 
32,637

Income tax benefit
27,524

 
20,047

 
1,959

Income from continuing operations
91,390

 
67,475

 
34,596

Income from discontinued operations, net of tax (Note 12)

 

 
203,229

Gain on dispositions of real estate, net of tax (Note 12)
180,593

 
288,636

 

Net income
271,983

 
356,111

 
237,825

Net income attributable to noncontrolling interests in consolidated real estate partnerships
(4,776
)
 
(24,595
)
 
(12,473
)
Net income attributable to the Aimco Operating Partnership
267,207

 
331,516

 
225,352

Net income attributable to the Aimco Operating Partnership’s preferred unitholders
(18,737
)
 
(14,444
)
 
(9,227
)
Net income attributable to participating securities
(950
)
 
(1,082
)
 
(813
)
Net income attributable to the Aimco Operating Partnership’s common unitholders
$
247,520

 
$
315,990

 
$
215,312

Earnings attributable to the Aimco Operating Partnership per common unit – basic and diluted:
 
 
 
 
 
Income from continuing operations
$
1.52

 
$
2.06

 
$
0.29

Income from discontinued operations

 

 
1.11

Net income
$
1.52

 
$
2.06

 
$
1.40

Weighted average common units outstanding – basic
162,834

 
153,363

 
153,256

Weighted average common units outstanding – diluted
163,227

 
153,726

 
153,497









See notes to the consolidated financial statements.

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Table of Contents

AIMCO PROPERTIES, L.P.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Years Ended December 31, 2015 , 2014 and 2013
(In thousands)

 
2015
 
2014
 
2013
 
 
 
 
 
 
Net income
$
271,983

 
$
356,111

 
$
237,825

Other comprehensive income (loss):
 
 
 
 
 
Unrealized (losses) gains on interest rate swaps
(1,299
)
 
(2,306
)
 
1,734

Losses on interest rate swaps reclassified into interest expense from accumulated other comprehensive loss
1,678

 
1,685

 
1,678

Unrealized gains (losses) on debt securities classified as available-for-sale
214

 
(1,192
)
 
(4,188
)
Other comprehensive income (loss)
593

 
(1,813
)
 
(776
)
Comprehensive income
272,576

 
354,298

 
237,049

Comprehensive income attributable to noncontrolling interests
(4,932
)
 
(24,733
)
 
(12,815
)
Comprehensive income attributable to the Aimco Operating Partnership
$
267,644

 
$
329,565

 
$
224,234






































See notes to the consolidated financial statements.

F-12

Table of Contents

AIMCO PROPERTIES, L.P.
CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL
For the Years Ended December 31, 2015 , 2014 and 2013
(In thousands)
 
Preferred
Units
 
General Partner
and Special
Limited Partner
 
Limited Partners
 
Partners’ Capital Attributable to the Partnership
 
Non - controlling Interests
 
Total
Partners’ Capital
 
Balances at December 31, 2012
$
68,114

 
$
847,311

 
$
(31,596
)
 
$
883,829

 
$
271,065

 
$
1,154,894

 
Redemption of partnership units held by non-Aimco partners

 

 
(3,085
)
 
(3,085
)
 

 
(3,085
)
 
Amortization of Aimco share-based compensation

 
5,915

 

 
5,915

 

 
5,915

 
Issuance of common partnership units to Aimco in connection with exercise of Aimco stock options

 
993

 

 
993

 

 
993

 
Contributions from noncontrolling interests

 

 

 

 
1,630

 
1,630

 
Effect of changes in ownership for consolidated entities

 
(19,805
)
 
2,635

 
(17,170
)
 
(505
)
 
(17,675
)
 
Change in accumulated other comprehensive loss

 
(1,060
)
 
(58
)
 
(1,118
)
 
342

 
(776
)
 
Other, net

 
1,555

 
386

 
1,941

 
307

 
2,248

 
Net income

 
207,290

 
11,639

 
218,929

 
12,473

 
231,402

 
Distributions to noncontrolling interests

 

 

 

 
(52,304
)
 
(52,304
)
 
Distributions to common unitholders

 
(140,052
)
 
(7,642
)
 
(147,694
)
 

 
(147,694
)
 
Distributions to preferred unitholders

 
(2,804
)
 

 
(2,804
)
 

 
(2,804
)
 
Balances at December 31, 2013
68,114

 
899,343

 
(27,721
)
 
939,736

 
233,008

 
1,172,744

 
Issuance of preferred units to Aimco
128,012

 
(4,460
)
 

 
123,552

 

 
123,552

 
Repurchase of preferred units held by Aimco
(10,000
)
 
484

 

 
(9,516
)
 

 
(9,516
)
 
Redemption of partnership units held by non-Aimco partners

 

 
(7,756
)
 
(7,756
)
 

 
(7,756
)
 
Amortization of Aimco share-based compensation

 
6,139

 

 
6,139

 

 
6,139

 
Issuance of common partnership units to Aimco in connection with exercise of Aimco stock options

 
768

 

 
768

 

 
768

 
Contributions from noncontrolling interests

 

 

 

 
11,559

 
11,559

 
Effect of changes in ownership for consolidated entities

 
(8,097
)
 
8,888

 
791

 
(79
)
 
712

 
Change in accumulated other comprehensive loss

 
(1,854
)
 
(97
)
 
(1,951
)
 
138

 
(1,813
)
 
Other, net

 
202

 

 
202

 
(21
)
 
181

 
Net income

 
309,249

 
15,770

 
325,019

 
24,595

 
349,614

 
Distributions to noncontrolling interests

 

 

 

 
(35,904
)
 
(35,904
)
 
Distributions to common unitholders

 
(151,991
)
 
(8,010
)
 
(160,001
)
 

 
(160,001
)
 
Distributions to preferred unitholders

 
(8,174
)
 

 
(8,174
)
 

 
(8,174
)
 
Balances at December 31, 2014
186,126

 
1,041,609

 
(18,926
)
 
1,208,809

 
233,296

 
1,442,105

 
Issuance of common partnership units to Aimco

 
366,580

 

 
366,580

 

 
366,580

 
Repurchase of preferred units held by Aimco
(27,000
)
 

 

 
(27,000
)
 

 
(27,000
)
 
Redemption of partnership units held by non-Aimco partners

 

 
(4,181
)
 
(4,181
)
 

 
(4,181
)
 
Amortization of Aimco share-based compensation

 
7,096

 

 
7,096

 

 
7,096

 
Issuance of common partnership units to Aimco in connection with exercise of Aimco stock options

 
267

 

 
267

 

 
267

 
Effect of changes in ownership for consolidated entities

 
(6,008
)
 
10,739

 
4,731

 
(6,550
)
 
(1,819
)
 
Change in accumulated other comprehensive loss

 
416

 
21

 
437

 
156

 
593

 
Other, net

 
85

 

 
85

 


 
85

 
Net income

 
248,710

 
11,554

 
260,264

 
4,776

 
265,040

 
Distributions to noncontrolling interests

 

 

 

 
(80,313
)
 
(80,313
)
 
Distributions to common unitholders

 
(184,391
)
 
(9,058
)
 
(193,449
)
 

 
(193,449
)
 
Distributions to preferred unitholders

 
(11,099
)
 

 
(11,099
)
 

 
(11,099
)
 
Balances at December 31, 2015
$
159,126

 
$
1,463,265

 
$
(9,851
)
 
$
1,612,540

 
$
151,365

 
$
1,763,905

 



See notes to the consolidated financial statements.

F-13

Table of Contents

AIMCO PROPERTIES, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2015 , 2014 and 2013
(In thousands)
 
2015
 
2014
 
2013
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
 
 
Net income
$
271,983

 
$
356,111

 
$
237,825

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
 
Depreciation and amortization
306,301

 
282,608

 
291,910

Provision for real estate impairment losses

 
1,820

 

Other, net
(387
)
 
829

 
(2,723
)
Gain on dispositions of real estate, net of tax
(180,593
)
 
(288,636
)
 

Income tax benefit
(27,524
)
 
(20,047
)
 
(1,959
)
Share-based compensation expense
6,640

 
5,781

 
5,645

Amortization of deferred loan costs and other
5,186

 
3,814

 
4,915

Adjustments to net income from discontinued operations

 

 
(186,068
)
Changes in operating assets and operating liabilities:
 
 
 
 
 
Accounts receivable and other assets
619

 
9,039

 
4,592

Accounts payable, accrued liabilities and other
(22,334
)
 
(29,895
)
 
(28,541
)
Total adjustments
87,908

 
(34,687
)
 
87,771

Net cash provided by operating activities
359,891

 
321,424

 
325,596

CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
 
 
Purchases of real estate and deposits related to purchases of real estate
(169,447
)
 
(284,041
)
 
(51,291
)
Capital expenditures
(367,180
)
 
(367,324
)
 
(350,338
)
Proceeds from dispositions of real estate
367,571

 
640,044

 
357,314

Purchases of corporate assets
(6,665
)
 
(8,479
)
 
(10,863
)
Purchase of property loans

 

 
(119,101
)
Proceeds from repayment of property loans and option value

 

 
215,517

Changes in restricted cash
(429
)
 
26,315

 
3,003

Other investing activities
5,253

 
7,163

 
20,951

Net cash (used in) provided by investing activities
(170,897
)
 
13,678

 
65,192

CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
 
 
Proceeds from non-recourse property debt
352,602

 
188,503

 
232,965

Principal repayments on non-recourse property debt
(514,294
)
 
(513,599
)
 
(472,276
)
Net (repayments) borrowings on revolving credit facility
(85,330
)
 
61,930

 
50,400

Proceeds from issuance of common partnership units to Aimco
366,580

 

 

Proceeds from issuance of preferred partnership units to Aimco

 
123,551

 

Redemption and repurchase of preferred partnership units from Aimco
(27,000
)
 
(9,516
)
 

Proceeds from Aimco Common Stock option exercises

 
768

 
993

Payment of distributions to preferred units
(18,042
)
 
(13,482
)
 
(9,227
)
Payment of distributions to General Partner and Special Limited Partner
(184,082
)
 
(152,002
)
 
(140,052
)
Payment of distributions to Limited Partners
(6,701
)
 
(8,008
)
 
(7,642
)
Payment of distributions to noncontrolling interests
(43,757
)
 
(35,555
)
 
(49,701
)
Purchases of noncontrolling interests in consolidated real estate partnerships

 

 
(16,775
)
Other financing activities
(7,152
)
 
(4,472
)
 
(8,135
)
Net cash used in financing activities
(167,176
)
 
(361,882
)
 
(419,450
)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
21,818

 
(26,780
)
 
(28,662
)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
28,971

 
55,751

 
84,413

CASH AND CASH EQUIVALENTS AT END OF PERIOD
$
50,789

 
$
28,971

 
$
55,751









See notes to the consolidated financial statements.

F-14

Table of Contents

AIMCO PROPERTIES, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2015 , 2014 and 2013
(In thousands)

 
2015
 
2014
 
2013
SUPPLEMENTAL CASH FLOW INFORMATION:
 
 
 
 
 
Interest paid
$
207,087

 
$
231,887

 
$
273,635

Cash paid for income taxes
2,033

 
1,657

 
629

Non-cash transactions associated with the acquisition or disposition of real estate:
 
 
 
 
 
Non-recourse property debt assumed in connection with our acquisition of real estate

 
65,200

 
14,767

Non-recourse property debt assumed by buyer in connection with our disposition of real estate
6,068

 
58,410

 
126,663

Non-recourse, subordinate debt of the disposed legacy asset management business forgiven in connection with the disposition of real estate

 

 
8,149

Issuance of preferred OP Units in connection with acquisition of real estate

 
9,117

 

Other non-cash investing and financing transactions:
 
 
 
 
 
Issuance of common OP Units for acquisition of noncontrolling interests in consolidated real estate partnerships

 

 
416

Accrued capital expenditures
43,725

 
45,701

 
45,571

Accrued dividends on TSR restricted stock awards (Note 11)
309

 

 




































See notes to the consolidated financial statements.

F-15

Table of Contents

APARTMENT INVESTMENT AND MANAGEMENT COMPANY
AIMCO PROPERTIES, L.P.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2015

Note 1 — Organization
Apartment Investment and Management Company, or Aimco, is a Maryland corporation incorporated on January 10, 1994. Aimco is a self-administered and self-managed real estate investment trust, or REIT. AIMCO Properties, L.P., or the Aimco Operating Partnership, is a Delaware limited partnership formed on May 16, 1994, to conduct our business, which is focused on the ownership, management, redevelopment and limited development of quality apartment communities located in the largest coastal and job growth markets in the United States.
Aimco, through its wholly-owned subsidiaries, AIMCO-GP, Inc. and AIMCO-LP Trust, owns a majority of the ownership interests in the Aimco Operating Partnership. Aimco conducts all of its business and owns all of its assets through the Aimco Operating Partnership. Interests in the Aimco Operating Partnership that are held by limited partners other than Aimco are referred to as “OP Units.” OP Units include common partnership units, high performance partnership units and partnership preferred units, which we refer to as common OP Units, HPUs and preferred OP Units, respectively. We also refer to HPUs as common partnership unit equivalents. At December 31, 2015 , after eliminations for units held by consolidated subsidiaries, the Aimco Operating Partnership had 164,179,533 common partnership units and equivalents outstanding. At December 31, 2015 , Aimco owned 156,326,416 of the common partnership units ( 95.2% of the common partnership units and equivalents of the Aimco Operating Partnership) and Aimco had outstanding an equal number of shares of its Class A Common Stock, which we refer to as Common Stock.
Except as the context otherwise requires, “we,” “our” and “us” refer to Aimco, the Aimco Operating Partnership and their consolidated subsidiaries, collectively.
As of December 31, 2015 , we owned an equity interest in 140 conventional apartment communities with 40,464 apartment homes and 56 affordable apartment communities with 8,685 apartment homes. Of these apartment communities, we consolidated 136 conventional apartment communities with 40,322 apartment homes and 49 affordable apartment communities with 7,998 apartment homes. These conventional and affordable apartment communities generated 90% and 10% , respectively, of the proportionate property net operating income (as defined in Note 15 and excluding amounts related to apartment communities sold or classified as held for sale) during the year ended December 31, 2015 .
Note 2 — Basis of Presentation and Summary of Significant Accounting Policies
Principles of Consolidation
Aimco’s accompanying consolidated financial statements include the accounts of Aimco, the Aimco Operating Partnership, and their consolidated subsidiaries. The Aimco Operating Partnership’s consolidated financial statements include the accounts of the Aimco Operating Partnership and its consolidated entities.
We consolidate all variable interest entities for which we are the primary beneficiary. Generally, a variable interest entity, or VIE, is a legal entity in which the equity investors do not have the characteristics of a controlling financial interest or the equity investors lack sufficient equity at risk for the entity to finance its activities without additional subordinated financial support. In determining whether we are the primary beneficiary of a VIE, we consider qualitative and quantitative factors, including, but not limited to: which activities most significantly impact the VIE’s economic performance and which party controls such activities; the amount and characteristics of our investment; the obligation or likelihood for us or other investors to provide financial support; and the similarity with and significance to our business activities and the business activities of the other investors. Significant judgments related to these determinations include estimates about the current and future fair values and performance of real estate held by these VIEs and general market conditions.
As of December 31, 2015 , we were the primary beneficiary of, and therefore consolidated, 61 VIEs, which owned 47 apartment communities with 7,459 apartment homes. Substantially all of these VIEs are partnerships that operate qualifying affordable housing apartment communities and which are structured to provide for the pass-through of low-income housing tax credits and deductions to their partners. Real estate with a net book value of $335.1 million collateralized $325.2 million of debt of those VIEs. Any significant amounts of assets and liabilities related to our consolidated VIEs are identified parenthetically on our accompanying consolidated balance sheets. The creditors of the consolidated VIEs do not have recourse to our general credit.
In addition to the VIEs discussed above, at December 31, 2015 , our consolidated financial statements included certain consolidated and unconsolidated VIEs that are part of the legacy asset management business we sold during 2012, which is

F-16

Table of Contents

discussed in Note 3 . The assets and liabilities related to these consolidated and unconsolidated VIEs are each condensed into single line items within other assets and accrued liabilities and other, respectively, in our consolidated balance sheets.
Generally, we consolidate real estate partnerships and other entities that are not variable interest entities when we own, directly or indirectly, a majority voting interest in the entity or are otherwise able to control the entity. All significant intercompany balances and transactions have been eliminated in consolidation.
Interests in the Aimco Operating Partnership that are held by limited partners other than Aimco are reflected in Aimco’s accompanying balance sheets as noncontrolling interests in Aimco Operating Partnership. Interests in partnerships consolidated into the Aimco Operating Partnership that are held by third parties are reflected in our accompanying balance sheets as noncontrolling interests in consolidated real estate partnerships. The assets of consolidated real estate partnerships owned or controlled by the Aimco Operating Partnership generally are not available to pay creditors of Aimco or the Aimco Operating Partnership.
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.
Acquisition of Real Estate Assets and Related Depreciation and Amortization
We recognize the acquisition of apartment communities or interests in partnerships that own apartment communities at fair value. If the transaction results in consolidation and the apartment community is considered a business, we expense related transaction costs as incurred. If the apartment community is considered an asset (e.g. apartment communities under construction or vacant at time of acquisition), the related transaction costs are capitalized and allocated to the acquired assets. We allocate the cost of acquired apartment communities to tangible assets and identified intangible assets and liabilities based on their fair values. We determine the fair value of tangible assets, such as land, building, furniture, fixtures and equipment, generally using internal valuation techniques that consider comparable market transactions, replacement costs and other available information. We determine the fair value of identified intangible assets (or liabilities), which typically relate to in-place leases, using internal valuation techniques that consider the terms of the in-place leases, current market data for comparable leases, and our experience in leasing similar communities.
The intangible assets or liabilities related to in-place leases are comprised of: (a) the value of the above- and below-market leases in-place, measured over the period, including estimated lease renewals for below-market leases, that the leases are expected to remain in effect; (b) the estimated unamortized portion of avoided leasing commissions and other costs that ordinarily would be incurred to originate the in-place leases; and (c) the value associated with vacant apartment homes during the absorption period (estimates of lost rental revenue during the expected lease-up periods based on market demand and stabilized occupancy levels at the time of acquisition).
Depreciation for all tangible real estate assets is calculated using the straight-line method over their estimated useful lives. Acquired buildings and improvements are depreciated over a useful life based on the age, condition and other physical characteristics of the apartment community. At December 31, 2015 , the weighted average depreciable life of our acquired buildings and improvements was approximately 30 years. Furniture, fixtures and equipment associated with acquired apartment communities are depreciated over five years.
The values of the above- and below-market leases are amortized to rental revenue over the expected remaining terms of the associated leases, which include reasonably assured renewal periods. Other intangible assets related to in-place leases are amortized to depreciation and amortization over the expected remaining terms of the associated leases.
At December 31, 2015 and 2014 , deferred income in our consolidated balance sheets includes below-market lease amounts totaling $12.1 million and $13.8 million , respectively, which are net of accumulated amortization of $31.4 million and $29.7 million , respectively. During the years ended December 31, 2015 , 2014 and 2013 , we included amortization of below-market leases of $1.7 million , $1.3 million and $2.9 million , respectively, in rental and other property revenues in our consolidated statements of operations. In connection with apartment communities sold during the year ended December 31, 2014 , we wrote off $1.8 million of unamortized below-market lease amounts to gain on dispositions of real estate. There were no such write offs during the years ended December 31, 2015 and 2013.
At December 31, 2015 , our below-market leases had a weighted average amortization period of 6.7 years and estimated aggregate amortization for each of the five succeeding years as follows (in thousands):
 
 
2016
 
2017
 
2018
 
2019
 
2020
Estimated amortization
 
$
1,337

 
$
1,239

 
$
1,095

 
$
1,007

 
$
915


F-17

Table of Contents

Capital Additions and Related Depreciation
We capitalize costs, including certain indirect costs, incurred in connection with our capital additions activities, including redevelopment, development and construction projects, other tangible apartment community improvements, and replacements of existing apartment community components. Included in these capitalized costs are payroll costs associated with time spent by site employees in connection with capital additions activities at the apartment community level. We characterize as “indirect costs” an allocation of certain department costs, including payroll, at the area operations and corporate levels that clearly relate to capital additions activities. We also capitalize interest, property taxes and insurance during periods in which redevelopment, development and construction projects are in progress. We commence capitalization of costs, including certain indirect costs, incurred in connection with our capital addition activities, at the point in time when activities necessary to get apartment communities ready for their intended use are in progress. This includes when apartment communities or apartment homes are undergoing physical construction, as well as when apartment homes are held vacant in advance of planned construction, provided that other activities such as permitting, planning and design are in progress. We cease the capitalization of costs when the assets are substantially complete and ready for their intended use, which is typically when construction has been completed and apartment homes are available for occupancy. We charge to property operating expense, as incurred, costs including ordinary repairs, maintenance and resident turnover costs.
We depreciate capitalized costs using the straight-line method over the estimated useful life of the related component or improvement, which is generally 5 , 15 or 30 years. All capitalized site payroll and indirect costs are allocated proportionately, based on direct costs, among capital projects and depreciated over the estimated useful lives of such projects.
Certain homogeneous items that are purchased in bulk on a recurring basis, such as carpeting and appliances, are depreciated using group methods that reflect the average estimated useful life of the items in each group. Except in the case of apartment community casualties, where the net book value of the lost asset is written off in the determination of casualty gains or losses, we generally do not recognize any loss in connection with the replacement of an existing apartment community component because normal replacements are considered in determining the estimated useful lives used in connection with our composite and group depreciation methods.
For the years ended December 31, 2015 , 2014 and 2013 , we capitalized to buildings and improvements $11.7 million , $14.2 million and $17.6 million of interest costs, respectively, and $28.2 million , $29.2 million and $33.2 million of other direct and indirect costs, respectively.
Impairment of Long-Lived Assets
Real estate and other long-lived assets to be held and used are stated at cost, less accumulated depreciation and amortization, unless the carrying amount of the asset is not recoverable. If events or circumstances indicate that the carrying amount of an apartment community may not be recoverable, we make an assessment of its recoverability by comparing the carrying amount to our estimate of the undiscounted future cash flows, excluding interest charges, of the apartment community. If the carrying amount exceeds the aggregate undiscounted future cash flows, we recognize an impairment loss to the extent the carrying amount exceeds the estimated fair value of the apartment property.
Based on periodic tests of recoverability of long-lived assets, for the year ended December 31, 2014 , we recorded a provision for real estate impairment losses of $1.8 million related to sold apartment communities, and we recorded no such provisions during the years ended December 31, 2015 and 2013 .
Cash Equivalents
We classify highly liquid investments with an original maturity of three months or less as cash equivalents. We maintain cash equivalents in financial institutions in excess of insured limits. We have not experienced any losses in these accounts in the past and believe that we are not exposed to significant credit risk because our accounts are deposited with major financial institutions.
Restricted Cash
Restricted cash includes capital replacement reserves, completion repair reserves, bond sinking fund amounts, tax and insurance escrow accounts held by lenders and resident security deposits.

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Other Assets
At December 31, 2015 and 2014 , other assets was comprised of the following amounts (dollars in thousands):
 
2015
 
2014
Deferred financing costs, net
$
26,126

 
$
30,320

Investments in unconsolidated real estate partnerships
15,401

 
16,046

Investments in securitization trust that holds Aimco property debt
65,502

 
61,043

Intangible assets, net
45,447

 
49,441

Deferred tax asset, net (Note 8)
26,117

 
252

Assets related to the legacy asset management business (Note 3)
156,389

 
161,135

Prepaid expenses, accounts and notes receivable, deposits and other
138,936

 
158,490

Other assets per consolidated balance sheets
$
473,918

 
$
476,727

Deferred Costs
We defer lender fees and other direct costs incurred in obtaining new financing and amortize the amounts over the terms of the related loan agreements. Amortization of these costs is included in interest expense.
We defer leasing commissions and other direct costs incurred in connection with successful leasing efforts and amortize the costs over the terms of the related leases. Amortization of these costs is included in depreciation and amortization.
Investments in Unconsolidated Real Estate Partnerships
We own general and limited partner interests in partnerships that either directly, or through interests in other real estate partnerships, own apartment communities. We generally account for investments in real estate partnerships that we do not consolidate under the equity method. Under the equity method, our share of the earnings or losses of the entity for the periods being presented is included in equity in earnings or losses from unconsolidated real estate partnerships (within other, net in our consolidated statements of operations), inclusive of our share of any impairments and disposition gains recognized by and related to such entities.
The excess of the cost of the acquired partnership interests over the historical carrying amount of partners’ equity or deficit is ascribed generally to the fair values of land and buildings owned by the partnerships. We amortize the excess cost related to the buildings over the related estimated useful lives. Such amortization is recorded as a component of equity in earnings or losses from unconsolidated real estate partnerships.
Investments in Securitization Trust that holds Aimco Property Debt
We hold investments in a securitization trust which primarily holds certain of our property debt. These investments were initially recognized at their purchase price and the discount to the face value is being accreted into interest income over the expected term of the securities. We have designated these investments as available for sale securities and we measure these investments at fair value with changes in their fair value, other than the changes attributed to the accretion described above, recognized as an adjustment of accumulated other comprehensive income or loss within equity and partners’ capital. Refer to Note 6 for further information regarding these securities.
Intangible Assets
At December 31, 2015 and 2014 , other assets included goodwill associated with our reportable segments of $43.9 million and $45.1 million , respectively. We perform an annual impairment test of goodwill that compares the fair value of reporting units with their carrying amounts, including goodwill. We determined that our goodwill was not impaired in 2015 , 2014 or 2013 .
During the years ended December 31, 2015 , 2014 and 2013 , we allocated $1.2 million , $3.9 million and $5.5 million , respectively, of goodwill related to our reportable segments (conventional and affordable real estate operations) to the carrying amounts of the apartment communities sold or classified as held for sale. The amounts of goodwill allocated to these apartment communities were based on the relative fair values of the apartment communities sold or classified as held for sale and the retained portions of the reporting units to which the goodwill as allocated.
Intangible assets also includes amounts related to in-place leases as discussed under the Acquisition of Real Estate Assets and Related Depreciation and Amortization heading.

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Capitalized Software Costs
Purchased software and other costs related to software developed for internal use are capitalized during the application development stage and are amortized using the straight-line method over the estimated useful life of the software, generally five years. For the years ended December 31, 2015 , 2014 and 2013 , we capitalized software purchase and development costs totaling $3.6 million , $4.4 million and $3.3 million , respectively. At December 31, 2015 and 2014 , other assets included $16.4 million and $19.7 million of net capitalized software, respectively. During the years ended December 31, 2015 , 2014 and 2013 , we recognized amortization of capitalized software of $6.9 million , $6.7 million and $8.9 million , respectively, which is included in depreciation and amortization in our consolidated statements of operations.
Noncontrolling Interests in Consolidated Real Estate Partnerships
We report the unaffiliated partners’ interests in the net assets of our consolidated real estate partnerships as noncontrolling interests in consolidated real estate partnerships within consolidated equity and partners’ capital. Noncontrolling interests in consolidated real estate partnerships consist primarily of equity interests held by limited partners in consolidated real estate partnerships that have finite lives. We generally attribute to noncontrolling interests their share of income or loss of consolidated partnerships based on their proportionate interest in the results of operations of the partnerships, including their share of losses even if such attribution results in a deficit noncontrolling interest balance within our equity and partners’ capital accounts.
The terms of the related partnership agreements generally require the partnerships to be liquidated following the sale of the underlying real estate. As the general partner in these partnerships, we ordinarily control the execution of real estate sales and other events that could lead to the liquidation, redemption or other settlement of noncontrolling interests. However, as discussed in Note 3 , we continue to consolidate certain partnerships and apartment communities associated with the legacy asset management business for which the derecognition criteria associated with our sale of the portfolio have not been met. We do not control the execution of sales and other events related to the assets that will lead to the to the liquidation of these partnerships and derecognition of the associated noncontrolling interests. The aggregate carrying amount of noncontrolling interests in consolidated real estate partnerships totaled $151.4 million and $233.3 million at December 31, 2015 and 2014 , respectively. These noncontrolling interests included $0.1 million (deficit) and $44.1 million , respectively, associated with the noncontrolling interests in the legacy asset management business at December 31, 2015 and 2014 .
Changes in our ownership interest in consolidated real estate partnerships generally consist of our purchase of an additional interest in or the sale of our entire interest in a consolidated real estate partnership. The effect on our equity and partners’ capital of our purchase of additional interests in consolidated real estate partnerships during the years ended December 31, 2015 , 2014 and 2013 is shown in our consolidated statements of equity and partners’ capital and further discussed in Note 3 . The effect on our equity and partners’ capital of sales of consolidated real estate or sales of our entire interest in consolidated real estate partnerships is reflected in our consolidated financial statements as sales of real estate and accordingly the effect on our equity and partners’ capital is reflected within the the amount of net income attributable to us and to noncontrolling interests. In accordance with FASB Accounting Standards Codification, or ASC, Topic 810, upon our deconsolidation of a real estate partnership following the sale of our partnership interests or liquidation of the partnership following sale of the related apartment community, we derecognize any remaining noncontrolling interest of the associated partnership previously recorded in our consolidated balance sheets.
Noncontrolling Interests in Aimco Operating Partnership
Noncontrolling interests in Aimco Operating Partnership consist of common OP Units, HPUs and preferred OP Units. Within Aimco’s consolidated financial statements, the Aimco Operating Partnership’s income or loss is allocated to the holders of common partnership units and equivalents based on the weighted average number of common partnership units (including those held by Aimco) and equivalents outstanding during the period. During the years ended December 31, 2015 , 2014 and 2013 , the holders of common OP Units and equivalents had a weighted average ownership interest in the Aimco Operating Partnership of 4.7% , 5.0% and 5.2% , respectively. Holders of the preferred OP Units participate in the Aimco Operating Partnership’s income or loss only to the extent of their preferred distributions. See Note 10 for further information regarding the items comprising noncontrolling interests in the Aimco Operating Partnership.
Revenue Recognition
Our apartment communities have operating leases with apartment residents with terms averaging 12 months . We recognize rental revenue related to these leases, net of any concessions, on a straight-line basis over the term of the lease. We recognize revenues from property management, asset management, syndication and other services when the related fees are earned and are realized or realizable.

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Insurance
We believe that our insurance coverages insure our apartment communities adequately against the risk of loss attributable to fire, earthquake, hurricane, tornado, flood, and other perils. In addition, we have insurance coverage for substantial portions of our property, workers’ compensation, health, and general liability exposures. Losses are accrued based upon our estimates of the aggregate liability for uninsured losses incurred using certain actuarial assumptions followed in the insurance industry and based on our experience.
Share-Based Compensation
We issue various forms of share-based compensation, including stock options and restricted stock awards with service conditions and/or market conditions. We recognize share-based employee compensation related to restricted stock awards and employee stock options, based on the grant date fair value and recognize compensation cost, net of forfeitures, over the awards’ requisite service periods. See Note 11 for further discussion of our share-based compensation.
Tax Credit Arrangements
We sponsor certain partnerships that operate qualifying affordable housing apartment communities and are structured to provide for the pass-through of tax credits and deductions to their partners. The tax credits are generally realized ratably over the first ten years of the tax credit arrangement and are subject to the partnership’s compliance with applicable laws and regulations for a period of 15 years . Typically, we are the general partner with a legal ownership interest of one percent or less and unaffiliated institutional investors (which we refer to as tax credit investors or investors) acquire the limited partnership interests ( at least 99% ). At inception, each investor agrees to fund capital contributions to the partnerships and we receive a syndication fee from the partnerships upon the investors’ admission to the partnership.
We have determined that the partnerships in these arrangements are VIEs and, where we are general partner, we are generally the primary beneficiary that is required to consolidate the partnerships. When the contractual arrangements obligate us to deliver tax benefits to the investors, and entitle us through fee arrangements to receive substantially all available cash flow from the partnerships, we account for these partnerships as wholly-owned subsidiaries, recognizing the income or loss generated by the underlying real estate based on our economic interest in the partnerships. Capital contributions received by the partnerships from tax credit investors represent, in substance, consideration that we receive in exchange for our obligation to deliver tax credits and other tax benefits to the investors. We record these contributions as deferred income in our consolidated balance sheet upon receipt, and we recognize these amounts as revenue in our consolidated statements of operations when our obligation to the investors is relieved upon delivery of the tax benefits.
Income Taxes
We have elected to be taxed as a REIT under the Code commencing with our taxable year ended December 31, 1994, and intend to continue to operate in such a manner. Our current and continuing qualification as a REIT depends on our ability to meet the various requirements imposed by the Code, which are related to organizational structure, distribution levels, diversity of stock ownership and certain restrictions with regard to owned assets and categories of income. If we qualify for taxation as a REIT, we will generally not be subject to United States Federal corporate income tax on our taxable income that is currently distributed to stockholders. This treatment substantially eliminates the “double taxation” (at the corporate and stockholder levels) that generally results from an investment in a corporation.
Even if we qualify as a REIT, we may be subject to United States Federal income and excise taxes in various situations, such as on our undistributed income. We also will be required to pay a 100% tax on any net income on non-arm’s length transactions between us and a TRS (described below) and on any net income from sales of apartment communities that were held for sale to customers in the ordinary course. In addition, we could also be subject to the alternative minimum tax, or AMT, on our items of tax preference. The state and local tax laws may not conform to the United States Federal income tax treatment, and we may be subject to state or local taxation in various state or local jurisdictions, including those in which we transact business. Any taxes imposed on us reduce our operating cash flow and net income.
Certain of our operations or a portion thereof, including property management, asset management and risk management, are conducted through taxable REIT subsidiaries, which are subsidiaries of the Aimco Operating Partnership, and each of which we refer to as a TRS. A TRS is a subsidiary C-corporation that has not elected REIT status and as such is subject to United States Federal corporate income tax. We use TRS entities to facilitate our ability to offer certain services and activities to our residents and investment partners that cannot be offered directly by a REIT. We also use TRS entities to hold investments in certain apartment communities.

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For our TRS entities, deferred income taxes result from temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for United States Federal income tax purposes, and are measured using the enacted tax rates and laws that are expected to be in effect when the differences reverse. We reduce deferred tax assets by recording a valuation allowance when we determine based on available evidence that it is more likely than not that the assets will not be realized. We recognize the tax consequences associated with intercompany transfers between the REIT and TRS entities when the related assets affect our GAAP income or loss, generally through depreciation, impairment losses, or sales to third party entities. Refer to Note 8 for further information about our income taxes.
Discontinued Operations
In April 2014, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, or ASU 2014-08. ASU 2014-08 revised the definition of, and the requirements for reporting, a “discontinued operation.” Specifically, ASU 2014-08 revised the reporting requirements to only allow a component of an entity, or group of components of an entity, to be reported in discontinued operations if their disposal represents a “strategic shift that has (or will have) a major effect on an entity’s operations and financial results.”
For public companies, ASU 2014-08 was required to be applied prospectively to disposals of components of an entity or classifications as held for sale of components of an entity that occur in annual periods commencing after December 15, 2014; however, as permitted by the transition provisions, we elected to adopt ASU 2014-08 effective January 1, 2014, for disposals (or classifications as held for sale) that had not been reported in financial statements previously issued.
Under ASU 2014-08, we believe routine sales of apartment communities and certain groups of apartment communities generally do not meet the requirements for reporting within discontinued operations. In accordance with GAAP prior to our adoption of ASU 2014-08, we reported the results of apartment communities that met the definition of a component of an entity and had been sold or met the criteria to be classified as held for sale as discontinued operations. For years ended December 31, 2013, or earlier, and interim periods within those years, we included the results of such apartment communities, including any gain or loss on their disposition, less applicable income taxes, in income from discontinued operations within the consolidated statements of operations. See Note 12 for additional information regarding discontinued operations.
Comprehensive Income or Loss
As discussed under the preceding Investments in Securitization Trust that holds Aimco Property Debt heading, we have investments that are measured at fair value with unrealized gains or losses recognized as an adjustment of accumulated other comprehensive loss within equity and partners’ capital. Additionally, as discussed in Note 6 , we recognize changes in the fair value of our cash flow hedges as an adjustment of accumulated other comprehensive loss within equity and partners’ capital. The amounts of consolidated comprehensive income for the years ended December 31, 2015 , 2014 and 2013 , along with the corresponding amounts of such comprehensive income attributable to Aimco, the Aimco Operating Partnership and to noncontrolling interests, is presented within the accompanying consolidated statements of comprehensive income.
Earnings per Share and Unit
Aimco calculates earnings (loss) per share based on the weighted average number of shares of Common Stock, participating securities, common stock equivalents and dilutive convertible securities outstanding during the period. The Aimco Operating Partnership calculates earnings (loss) per unit based on the weighted average number of common partnership units and equivalents, participating securities and dilutive convertible securities outstanding during the period. The Aimco Operating Partnership considers both common partnership units and HPUs, which have identical rights to distributions and undistributed earnings, to be common units for purposes of the earnings per unit computations. See Note 13 for further information regarding earnings per share and unit computations.
Use of Estimates
The preparation of our 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.
Recent Accounting Pronouncements
In May 2014, the FASB and International Accounting Standards Board issued their final standard on revenue from contracts with customers, which was issued by the FASB as Accounting Standards Update 2014-09, Revenue from Contracts with Customers , or ASU 2014-09. ASU 2014-09, which establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers, supersedes most current GAAP applicable to revenue recognition and converges United States and international accounting standards in this area. The core principle of the new guidance is that revenue shall only be

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recognized when an entity has transferred control of goods or services to a customer and for an amount reflecting the consideration to which the entity expects to be entitled for such exchange.

ASU 2014-09 is effective for public entities for annual reporting periods beginning after December 15, 2017, with early adoption permitted in years beginning after December 15, 2016, and allows for full retrospective adoption applied to all periods presented or modified retrospective adoption with the cumulative effect of initially applying the standard recognized at the date of initial application. We have not yet determined the effect ASU 2014-09 will have on our consolidated financial statements.

In February 2015, the FASB issued Accounting Standards Update 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis , or ASU 2015-02, which significantly changes the consolidation analysis required under GAAP for VIEs. Under this revised guidance, it is less likely that certain fees, such as asset management fees, would be considered variable interests and therefore fewer entities may be considered VIEs. Additionally, limited partnerships may no longer be viewed as VIEs if the limited partners hold certain rights over the general partner. Alternatively, limited partnerships not previously viewed as VIEs may now be considered VIEs in the absence of such rights. For public companies, the guidance in ASU 2015-02 is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015, with early adoption permitted. We will adopt the guidance in ASU 2015-02 in connection with our March 31, 2016, financial statements. We have substantially completed our analysis of the effect adoption of ASU 2015-02 will have on our consolidated financial statements. We anticipate the Aimco Operating Partnership and all non-wholly owned real estate partnerships will meet the revised characteristics of a VIE, resulting in additional disclosure; however, we do not expect to consolidate any presently unconsolidated entities or to deconsolidate any presently consolidated entities as a result of the accounting change.

In April 2015, the FASB issued ASU 2015-03, Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs, or ASU 2015-03, to revise the presentation of debt issuance costs. Under ASU 2015-03, entities generally will present debt issuance costs in their balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the deferred costs will continue to be included in interest expense. In August 2015, the FASB issued ASU 2015-15, Interest—Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements—Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting  (SEC Update), or ASU 2015-15, to clarify the SEC staff’s position regarding the presentation and subsequent measurement of debt issuance costs related to line-of-credit arrangements due to the lack of guidance on this topic in ASU 2015-03. The SEC staff recently announced that it would not object to an entity deferring and presenting debt issuance costs associated with line-of-credit arrangements as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the arrangement, regardless of whether there are any outstanding borrowings under the arrangement.

For public companies, the guidance in ASUs 2015-03 and 2015-15, which is to be applied retrospectively to all prior periods, is effective for fiscal years beginning after December 15, 2015, with early adoption permitted for financial statements that have not been previously issued. We will adopt the guidance in ASUs 2015-03 and 2015-15 in connection with our March 31, 2016, financial statements. We do not expect ASUs 2015-03 and 2015-15 to have a significant effect on our consolidated financial statements.


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Note 3 — Significant Transactions
Acquisitions of Apartment Communities
During the year ended December 31, 2015 , we acquired conventional apartment communities located in Atlanta, Georgia and Cambridge, Massachusetts and during the year ended December 31, 2014 , we acquired conventional apartment communities located in San Jose, California, Aurora, Colorado, Boulder, Colorado, Atlanta, Georgia and New York, New York. Summarized information regarding these acquisitions is set forth in the table below (dollars in thousands):
 
Year Ended December 31,
 
2015
 
2014
Number of apartment communities
3

 
6

Number of apartment homes
300

 
1,182

Acquisition price
$
129,150

 
$
291,925

Non-recourse property debt assumed (outstanding principal balance)

 
65,200

Non-recourse property debt assumed (fair value)

 
64,817

Total fair value allocated to land
10,742

 
70,961

Total fair value allocated to buildings and improvements
118,366

 
217,851

During the year ended December 31, 2014 , we also purchased entities that own 2.4 acres in the heart of downtown La Jolla, California, adjoining and overlooking La Jolla Cove and the Pacific Ocean. The property, which is zoned for multifamily and mixed-use, is currently occupied by three small commercial buildings and a limited-service hotel, which is managed for us by a third party.
Asset Management Business Disposition
On December 19, 2012, we sold the Napico portfolio, our legacy asset management business. The transaction was primarily seller-financed, and the associated notes are scheduled to be repaid from the operation and liquidation of the Napico portfolio and are collateralized by the buyer’s interests in the portfolio. 
In accordance with the provisions of GAAP applicable to sales of real estate or interests therein, for accounting purposes, we have not recognized the sale and are accounting for the transaction under the profit sharing method. Until full payment has been received for the seller-financed notes or we otherwise meet the requirements to recognize the sale for accounting purposes, we will continue to recognize the portfolio’s assets and liabilities, each condensed into single line items within other assets and accrued liabilities and other, respectively, in our consolidated balance sheets, for all dates following the transaction. Similarly, we will continue to recognize the portfolio’s results of operations, also condensed into a single line item within our consolidated statements of operations, for periods subsequent to the transaction. In January 2016, we received final payment on the first of the two seller-financed notes and the buyer was in compliance with the terms of the second seller-financed note.
At December 31, 2015 , the Napico portfolio consisted of 14 partnerships that held investments in 12 apartment communities that were consolidated and 44 apartment communities that were accounted for under the equity or cost methods of accounting. The portfolio’s assets and liabilities included in other assets in our consolidated balance sheets are summarized below (in thousands).

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December 31,
 
2015
 
2014
Real estate, net
$
108,119

 
$
117,851

Cash and cash equivalents
33,725

 
23,133

Investment in unconsolidated real estate partnerships and other assets
14,545

 
20,151

Total assets
$
156,389

 
$
161,135

 
 
 
 
Total indebtedness
$
148,761

 
$
113,641

Accrued and other liabilities
7,055

 
4,417

Total liabilities
155,816

 
118,058

 
 
 
 
Noncontrolling interests in consolidated real estate partnerships
(111
)
 
44,106

Equity attributable to Aimco and the Aimco Operating Partnership
684

 
(1,029
)
Total liabilities and equity
$
156,389

 
$
161,135

During the year ended December 31, 2015 , Napico sold several consolidated apartment communities, resulting in the reduction of real estate, and Napico refinanced several apartment communities, resulting in a significant increase in indebtedness and a corresponding reduction in noncontrolling interests in consolidated real estate partnerships, following the distribution of approximately $38.9 million of such proceeds.
Summarized information regarding the Napico portfolio’s results of operations, including any expense we recognize under the profit sharing method, is shown below in thousands. The net (loss) income related to Napico (before noncontrolling interests) is included in other, net in our consolidated statements of operations.
 
Year Ended December 31,
 
2015
 
2014
 
2013
Revenues
$
26,203

 
$
27,701

 
$
23,711

Expenses
(21,520
)
 
(21,472
)
 
(21,188
)
Equity in earnings or loss of unconsolidated entities, gains or losses on dispositions and other, net
(4,495
)
 
(6,996
)
 
(748
)
Net income (loss) related to legacy asset management business
188

 
(767
)
 
1,775

Income tax (expense) benefit associated with legacy asset management business
(1,967
)
 
3

 
(639
)
Noncontrolling interests in consolidated real estate partnerships
5,420

 
(403
)
 
21,370

Net income (loss) of legacy asset management business attributable to Aimco and the Aimco Operating Partnership
$
3,641

 
$
(1,167
)
 
$
22,506

The results of operations for the consolidated apartment communities sold by the owner of this portfolio through December 31, 2013 , are presented within income from discontinued operations in our consolidated statement of operations for the year ended December 31, 2013 , and are excluded from the summary above. Revenues increased during the year ended December 31, 2014 , as compared to the year ended December 31, 2013 , due to an adjustment to increase subsidized rents to reflect current market rates for one of the apartment communities in this portfolio.
Based on our limited economic ownership in this portfolio, most of the assets and liabilities are allocated to noncontrolling interests and do not significantly affect our consolidated equity or partners’ capital. Additionally, the operating results of this portfolio generally have an insignificant effect on the amounts of income or loss attributable us, except as it relates to the consolidated partnerships within this portfolio that sell their final investments and commence dissolution, which results in the derecognition of all remaining noncontrolling interest balances associated with these partnerships. During 2013, noncontrolling interests in consolidated real estate partnerships reflects a benefit of $20.6 million to Aimco and the Aimco Operating Partnership’s share of net income for the derecognition of such noncontrolling interest balances.
We consolidated the majority of these entities in connection with our adoption of a new accounting principle in 2010, and at that time recognized a large cumulative effect of a change in accounting principle charge to our equity and partners’ capital. This adjustment represented the cumulative charges to earnings we would have recognized for any distributions or losses allocable to noncontrolling interests in excess of the carrying amount of the associated noncontrolling interest balances had we consolidated these entities from the period of our initial involvement.

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Income or loss attributable to these noncontrolling interests will continue to be recognized commensurate with the recognition of the results of operations of the portfolio. If payment is received on the remaining seller-financed note or we otherwise meet the requirements to recognize the sale for accounting purposes, we expect to recognize a gain attributable to Aimco and the Aimco Operating Partnership.
Note 4 — Investments in Unconsolidated Real Estate Partnerships
At December 31, 2015 , 2014 and 2013 , we owned general and limited partner interests in unconsolidated real estate partnerships that owned 11 , 11 and 20 apartment communities, respectively. At December 31, 2015 , our ownership interests in these unconsolidated real estate partnerships ranged from 40% to 67% .
The following table provides selected combined financial information for the unconsolidated real estate partnerships in which we had investments accounted for under the equity method as of and for the years ended December 31, 2015 , 2014 and 2013 (in thousands):
 
2015
 
2014
 
2013
Total assets
$
84,796

 
$
85,492

 
$
93,242

Total liabilities
52,685

 
54,472

 
64,859

Partners’ capital
32,111

 
31,020

 
28,383

Rental and other property revenues
12,193

 
12,978

 
16,268

Property operating expenses
(5,473
)
 
(6,233
)
 
(8,470
)
Depreciation and amortization
(1,841
)
 
(3,081
)
 
(3,300
)
Interest expense
(2,520
)
 
(2,785
)
 
(4,185
)
Gain on sale and impairment losses, net

 

 
36,212

Net income
1,720

 
688

 
35,909

At December 31, 2015 , our aggregate recorded investment in unconsolidated partnerships of $15.4 million was less than our share of the partners' capital or deficit by approximately $0.8 million . At December 31, 2014 , our aggregate recorded investment in unconsolidated partnerships of $16.0 million exceeded our share of the partners’ capital or deficit recognized in the underlying partnerships’ financial statements by approximately $0.4 million .
Note 5 — Non-Recourse Property Debt and Credit Agreement
Non-Recourse Property Debt
We finance our apartment communities primarily using long-dated, fixed-rate borrowings, each of which is collateralized by a single apartment community and is non-recourse to us. The following table summarizes our property debt related to assets classified as held for use at December 31, 2015 and 2014 (dollars in thousands):
 
Principal Outstanding
 
2015
 
2014
Fixed rate property debt
$
3,761,238

 
$
3,902,642

Variable rate property debt
84,922

 
120,167

Total property debt
$
3,846,160

 
$
4,022,809

Fixed rate property debt matures at various dates through February 2061 , and has interest rates that range from 2.28% to 8.50% , with a weighted average interest rate of 5.10% . Principal and interest are generally payable monthly or in monthly interest-only payments with balloon payments due at maturity. At December 31, 2015 , each of our fixed rate loans payable related to apartment communities classified as held for use were secured by one of 153 apartment communities that had an aggregate gross book value of $6.7 billion .
Variable rate property debt matures at various dates through July 2033 , and has interest rates that range from 0.05% to 1.86% , with a weighted average interest rate of 1.55% . Principal and interest on this debt is generally payable in semi-annual installments with balloon payments due at maturity. At December 31, 2015 , our variable rate property debt related to apartment communities classified as held for use were each secured by one of four apartment communities that had an aggregate gross book value of $165.8 million .


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Our non-recourse property debt instruments contain covenants common to the type of borrowing, and at December 31, 2015 , we were in compliance with all such covenants.
As of December 31, 2015 , the scheduled principal amortization and maturity payments for our non-recourse property debt related to apartment communities classified as held for use are as follows (in thousands):
 
Amortization
 
Maturities
 
Total
2016
$
76,798

 
$
249,175

 
$
325,973

2017
75,472

 
325,853

 
401,325

2018
73,698

 
207,616

 
281,314

2019
68,418

 
518,323

 
586,741

2020
61,731

 
303,741

 
365,472

Thereafter
 
 
 
 
1,885,335

 
 
 
 
 
$
3,846,160

As of December 31, 2015 , our unencumbered pool included 25 consolidated apartment communities and had an estimated fair value of $1.8 billion . At December 31, 2015 , we also had two recently acquired consolidated apartment communities which we anticipate encumbering but for which financing was not yet in place.
Credit Agreement
We have a Senior Secured Credit Agreement with a syndicate of financial institutions, which we refer to as the Credit Agreement. Our Credit Agreement provides for $600.0 million of revolving loan commitments. Borrowings under the Credit Agreement bear interest at a rate set forth on a pricing grid, which rate varies based on our leverage (either at LIBOR, plus 1.35%, or, at our option, Prime plus 0.35% at December 31, 2015 ). The Credit Agreement matures in September 2017 , and may be extended for an additional one-year period , subject to certain conditions. The Credit Agreement provides that we may make distributions to our investors during any four consecutive quarters in an aggregate amount that does not exceed the greater of 95% of our Funds From Operations for such period, subject to certain non-cash adjustments, or such amount as may be necessary to maintain Aimco’s REIT status .
As of December 31, 2015 , we had $27.0 million of outstanding borrowings under our Credit Agreement, and we had the capacity to borrow $536.6 million , net of the outstanding borrowings and $36.4 million for undrawn letters of credit backed by the Credit Agreement. The interest rate on our outstanding borrowings was 1.59% at December 31, 2015 . As of December 31, 2014 , we had $112.3 million of outstanding borrowings under our Credit Agreement, and the interest rate on our outstanding borrowings was 2.08% . The proceeds of revolving loans are generally used for working capital and other short-term purposes.
Note 6 — Fair Value Measurements
Recurring Fair Value Measurements
We measure at fair value on a recurring basis our investment in the securitization trust that holds certain of our property debt, which we classify as available for sale (AFS) securities, and our interest rate swaps. Information regarding these items measured at fair value, both of which are classified within Level 2 of the GAAP fair value hierarchy, is presented below (in thousands):
 
AFS Investments
 
Interest Rate Swaps
 
Total
Fair value at December 31, 2013
$
58,408

 
$
(4,604
)
 
$
53,804

Investment accretion
3,827

 

 
3,827

Unrealized losses included in interest expense

 
(48
)
 
(48
)
Losses on interest rate swaps reclassified into interest expense from accumulated other comprehensive loss

 
1,685

 
1,685

Unrealized losses included in equity and partners’ capital
(1,192
)
 
(2,306
)
 
(3,498
)
Fair value at December 31, 2014
$
61,043

 
$
(5,273
)
 
$
55,770

Investment accretion
4,245

 

 
4,245

Unrealized losses included in interest expense

 
(44
)
 
(44
)
Losses on interest rate swaps reclassified into interest expense from accumulated other comprehensive loss

 
1,678

 
1,678

Unrealized gains (losses) included in equity and partners’ capital
214

 
(1,299
)
 
(1,085
)
Fair value at December 31, 2015
$
65,502

 
$
(4,938
)
 
$
60,564


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Our investments classified as AFS are presented within other assets in the accompanying consolidated balance sheets. We hold positions in the securitization which pay interest currently, and we also hold the first loss position in the securitization which accrues interest over the term of the investment. We are accreting the discount to the $100.9 million face value of the investments into interest income using the effective interest method over the remaining expected term of the investments, which, as of December 31, 2015 , was approximately 5.4 years. Our amortized cost basis for these investments, which represents the original cost adjusted for interest accretion less interest payments received, was $67.8 million and $63.6 million at December 31, 2015 and 2014 , respectively.
We estimate the fair value of these investments in accordance with GAAP using an income and market approach with primarily observable inputs, including yields and other information regarding similar types of investments, and adjusted for certain unobservable inputs specific to these investments. The fair value of the positions that pay interest currently, which typically moves in an inverse relationship with the movements in interest rates, exceeded the amortized cost of these investments at the balance sheet dates. The fair value of the first loss position, which is less correlated to movements in interest rates, was less than the amortized cost at the balance sheet dates. We currently expect to hold the investments to their maturity dates and we believe we will fully recover our basis in the investments. Accordingly, we believe the current impairment in the fair value, as compared to the amortized cost basis, of the first loss position is temporary and we have not recognized any of the loss in value in earnings.
For our variable rate debt, we are sometimes required by limited partners in our consolidated real estate partnerships to limit our exposure to interest rate fluctuations by entering into interest rate swap agreements, which moderate our exposure to interest rate risk by effectively converting the interest on variable rate debt to a fixed rate. We estimate the fair value of interest rate swaps using an income approach with primarily observable inputs including information regarding the hedged variable cash flows and forward yield curves relating to the variable interest rates on which the hedged cash flows are based.
As of December 31, 2015 and 2014 , we had interest rate swaps with aggregate notional amounts of $49.9 million and $50.3 million , respectively. As of December 31, 2015 , these swaps had a weighted average remaining term of 5.0 years . We have designated these interest rate swaps as cash flow hedges. The fair value of these swaps is presented within accrued liabilities and other in our consolidated balance sheets, and we recognize any changes in the fair value as an adjustment of accumulated other comprehensive loss within equity and partners’ capital to the extent of their effectiveness.
If the forward rates at December 31, 2015 , remain constant, we estimate that during the next 12 months, we would reclassify into earnings approximately $1.7 million of the unrealized losses in accumulated other comprehensive loss. If market interest rates increase above the 3.43% weighted average fixed rate under these interest rate swaps we will benefit from net cash payments due to us from our counterparty to the interest rate swaps.
Fair Value Disclosures
We believe that the aggregate fair value of our cash and cash equivalents, receivables and payables approximates their aggregate carrying amounts at December 31, 2015 and 2014 , due to their relatively short-term nature and high probability of realization. The estimated aggregate fair value of our consolidated total indebtedness was approximately $4.0 billion and $4.4 billion at December 31, 2015 and 2014 , respectively, as compared to aggregate carrying amounts of $3.9 billion and $4.1 billion , respectively. Substantially all of the difference between the fair value and the carrying value relates to apartment communities we wholly own. We estimate the fair value of our consolidated debt using an income and market approach, including comparison of the contractual terms to observable and unobservable inputs such as market interest rate risk spreads, contractual interest rates, remaining periods to maturity, collateral quality and loan to value ratios on similarly encumbered assets within our portfolio. We classify the fair value of our consolidated debt within Level 3 of the GAAP valuation hierarchy based on the significance of certain of the unobservable inputs used to estimate their fair values.
Note 7 — Commitments and Contingencies
Commitments
In connection with our development, redevelopment and capital improvement activities, we have entered into various construction-related contracts and we have made commitments to complete certain projects, pursuant to financing or other arrangements. As of December 31, 2015 , our commitments related to these capital activities totaled approximately $110.0 million , most of which we expect to incur during the next 12 months. Our commitments related to our One Canal development project will be funded in part by a $114.0 million non-recourse property loan, of which $27.8 million was available to draw at December 31, 2015 .
During July 2015, we entered into a contract to acquire an apartment community currently under construction in Northern California for $320.0 million , for which we have provided a nonrefundable deposit of $25.0 million .  The acquisition is expected

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to close upon completion of construction in the summer of 2016. We intend to fund a portion of the acquisition through a property loan and the balance with proceeds from the sale of two apartment communities.
We enter into certain commitments for future purchases of goods and services in connection with the operations of our apartment communities. Those commitments generally have terms of one year or less and reflect expenditure levels comparable to our historical expenditures.
Tax Credit Arrangements
We are required to manage certain consolidated real estate partnerships in compliance with various laws, regulations and contractual provisions that apply to our historic and low-income housing tax credit syndication arrangements. In some instances, noncompliance with applicable requirements could result in projected tax benefits not being realized and require a refund or reduction of investor capital contributions, which are reported as deferred income in our consolidated balance sheet, until such time as our obligation to deliver tax benefits is relieved. The remaining compliance periods for our tax credit syndication arrangements range from less than one year to 10 years. We do not anticipate that any material refunds or reductions of investor capital contributions will be required in connection with these arrangements.
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.
Limited Partnerships
In connection with our acquisitions of interests in real estate partnerships, we are sometimes subject to legal actions, including allegations that such activities may involve breaches of fiduciary duties to the partners of such real estate partnerships or violations of the relevant partnership agreements. We may incur costs in connection with the defense or settlement of such litigation. We believe that we comply with our fiduciary obligations and relevant partnership agreements. Although the outcome of any litigation is uncertain, we do not expect any such legal actions 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. Potentially hazardous materials may include polychlorinated biphenyls, petroleum-based fuels, lead-based paint, or asbestos. 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, damages to natural resources and for potential fines or penalties in connection with such damage or with respect to the improper management of hazardous materials. 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 at an apartment community. 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 are engaged in discussions with the Environmental Protection Agency, or EPA, regarding contaminated groundwater in a residential area in the vicinity of an Indiana apartment community that has not been owned by us since 2008.  The EPA alleges that we are liable for addressing the contamination in the residential area because a dry cleaner that operated on our former property, prior to our ownership, discharged hazardous materials into the sanitary sewers and the environment. We have undertaken a voluntary remediation of the dry cleaner contamination at our former property under the oversight of the Indiana Department of Environmental Management, or IDEM.  However, IDEM has formally sought to terminate us from the voluntary remediation, and we are presently appealing that termination.  Based on our review of the scientific data, we believe that the presence of hazardous materials in the separate residential area under review by the EPA is attributable to neighboring property owners (including an auto parts manufacturer), and not the dry cleaner.  The EPA is now proposing to list the area on the National Priorities List (i.e., as a Superfund site), which would make the site eligible for additional Federal funding.  We have filed formal comments with the EPA opposing the proposed listing. Were the site to be listed, the EPA could use the funding to further investigate and clean-up the residential area and could then seek to recoup its costs from responsible parties.  Although the outcome of this process

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is uncertain, we do not expect the resolution to have a material adverse effect on our consolidated financial condition, results of operations or cash flows.
We also have been contacted by regulators and the current owner of a property in Lake Tahoe regarding environmental issues allegedly stemming from the historic operation of a dry cleaner on the site.  An entity owned by us was the former general partner of a now-dissolved company that previously owned the dry cleaner site. That entity and the current property owner have been remediating the dry cleaner site since 2009, under the oversight of the Lahontan Regional Water Quality Control Board, or Lahontan. Lahontan, recently tested domestic wells in the area and found two wells with contaminants linked to dry cleaning.  We entered into an agreement with Lahontan and the current owner to pay for an alternative water connection at an insignificant cost and have fulfilled our obligations under that agreement.  During September 2015, Lahontan sent us and the current owner a proposed cleanup and abatement order that, if entered, would require us and the current owner to perform additional groundwater investigation and corrective actions with respect to onsite and offsite contamination. We are currently assessing potential legal and technical grounds for challenging and/or narrowing the scope of the proposed order.  Although the outcome of this process is uncertain, we do not expect the resolution to have a material adverse effect on our consolidated financial condition, results of operations or cash flows.
We have determined that our legal obligations to remove or remediate certain potentially hazardous materials may be conditional asset retirement obligations, as defined in 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 asset retirement obligations cannot be reasonably estimated due to significant uncertainties in the timing and manner of settlement of those obligations. Asset retirement obligations that are reasonably estimable as of December 31, 2015 , are immaterial to our consolidated financial condition, results of operations and cash flows.
Operating Leases
We are obligated under non-cancelable operating leases for office space and equipment. We are also obligated under non-cancelable operating leases for the ground under certain of our apartment communities with remaining terms ranging from 33 years to 69 years . Approximate minimum annual rental payments under operating leases are as follows (in thousands):
 
Office and Equipment Lease Obligations
Ground Lease Obligations
Total Operating Lease Obligations
2016
$
3,061

$
795

$
3,856

2017
2,361

895

3,256

2018
1,062

995

2,057

2019
226

1,095

1,321

2020
153

1,331

1,484

Thereafter

67,876

67,876

Total
$
6,863

$
72,987

$
79,850

Substantially all of the office space subject to the operating leases in the table above is for the use of our corporate offices and area operations. Rent expense recognized totaled $3.2 million , $3.3 million and $4.2 million for the years ended December 31, 2015 , 2014 and 2013 , respectively. Rent expense recognized for the ground leases totaled $0.9 million , $1.0 million and $ 0.9 million for the years ended December 31, 2015 , 2014 and 2013 , respectively and is included within interest expense in the accompanying statements of operations.

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Note 8 — Income Taxes
Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities of the TRS entities for financial reporting purposes and the amounts used for income tax purposes. Significant components of our deferred tax liabilities and assets are as follows (in thousands):
 
December 31,
 
2015
 
2014
Deferred tax liabilities:
 
 
 
Real estate and real estate partnership basis differences
$
31,726

 
$
38,231

 
 
 
 
Deferred tax assets:
 
 
 
Net operating, capital and other loss carryforwards
$
8,024

 
$
6,699

Accruals and expenses
4,917

 
5,430

Tax credit carryforwards
49,036

 
29,714

Management contracts and other
333

 
267

Total deferred tax assets
62,310

 
42,110

Valuation allowance
(4,467
)
 
(3,627
)
Net deferred income tax assets
$
26,117

 
$
252

During the year ended December 31, 2015 , we increased the valuation allowance on a net basis by approximately $0.8 million with a minor effect on the effective tax rate.
A reconciliation of the beginning and ending balance of our unrecognized tax benefits is presented below (in thousands):
 
2015
 
2014
 
2013
Balance at January 1
$
2,286

 
$
2,871

 
$
3,536

Reductions as a result of a lapse of the applicable statutes

 

 
(764
)
Additions (reductions) based on tax positions related to prior years and current year excess benefits related to stock-based compensation
611

 
(585
)
 
99

Balance at December 31
$
2,897

 
$
2,286

 
$
2,871

Because the statute of limitations has not yet elapsed, our United States Federal income tax returns for the year ended December 31, 2011, and subsequent years and certain of our State income tax returns for the year ended December 31, 2011, and subsequent years are currently subject to examination by the IRS or other taxing authorities. Approximately $2.3 million of unrecognized benefit, if recognized, would affect the effective rate.
On March 19, 2014, the IRS notified the Aimco Operating Partnership of its intent to audit the 2011 and 2012 tax years.  This audit remains in process as of December 31, 2015 . We do not believe the audit will have any material effect on our unrecognized tax benefits, financial condition or results of operations.
Our policy is to include any interest and penalties related to income taxes within the income tax line item in our consolidated statements of operations.
In accordance with the accounting requirements for stock-based compensation, we may recognize tax benefits in connection with the exercise of stock options by employees of our TRS entities and the vesting of restricted stock awards. At December 31, 2015 we had $1.6 million in cumulative excess tax benefits from employee stock option exercises and vested restricted stock awards. None of the excess tax benefits have yet been realized.

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Significant components of the income tax benefit or expense are as follows and are classified within income tax benefit in continuing operations, income from discontinued operations, net of tax, and gain on dispositions or real estate, net of tax, in our statements of operations for the years ended December 31, 2015 , 2014 and 2013 (in thousands):
 
2015
 
2014
 
2013
Current:
 
 
 
 
 
Federal
$
1,310

 
$

 
$

State
1,357

 
970

 
63

Total current
2,667

 
970

 
63

 
 
 
 
 
 
Deferred:
 
 
 
 
 
Federal
(27,382
)
 
11,556

 
7,621

State
(1,052
)
 
3,485

 
1,685

Total deferred
(28,434
)
 
15,041

 
9,306

Total (benefit) expense
$
(25,767
)
 
$
16,011

 
$
9,369

Classification:
 
 
 
 
 
Continuing operations
$
(27,524
)
 
$
(20,047
)
 
$
(1,959
)
Discontinued operations
$

 
$

 
$
11,328

Gain on dispositions of real estate
$
1,757

 
$
36,058

 
$

Consolidated income or loss subject to tax consists of pretax income or loss of our TRS entities and gains or losses on certain apartment community sales that are subject to income tax under section 1374 of the Internal Revenue Code. For the year ended December 31, 2015 , our TRS entities had pretax losses of $31.3 million . For the years ended December 31, 2014 and 2013 , our TRS entities had pretax income of $137.0 million and $46.6 million , respectively.
The reconciliation of income tax attributable to continuing and discontinued operations computed at the United States statutory rate to income tax (benefit) expense is shown below (dollars in thousands):
 
2015
 
2014
 
2013
 
Amount
 
Percent
 
Amount
 
Percent
 
Amount
 
Percent
Tax at United States statutory rates on consolidated income or loss subject to tax
$
(10,947
)
 
35.0
 %
 
$
47,950

 
35.0
 %
 
$
16,326

 
35.0
 %
State income tax expense, net of Federal tax (benefit) expense
(361
)
 
1.2
 %
 
4,364

 
3.2
 %
 
1,748

 
3.7
 %
Effect of permanent differences
(27
)
 
0.1
 %
 
(154
)
 
(0.1
)%
 
(296
)
 
(0.6
)%
Tax effect of intercompany transfers of assets between the REIT and TRS entities (1)
(1,515
)
 
4.8
 %
 
(23,969
)
 
(17.5
)%
 
(4,272
)
 
(9.2
)%
Tax credits
(13,583
)
 
43.4
 %
 
(12,271
)
 
(9.0
)%
 
(4,137
)
 
(8.9
)%
Increase in valuation allowance
666

 
(2.1
)%
 
91

 
0.1
 %
 

 
 %
Total income tax (benefit) expense
$
(25,767
)
 
82.4
 %
 
$
16,011

 
11.7
 %
 
$
9,369

 
20.0
 %
(1)
Includes the effect of intercompany asset transfers between the Aimco Operating Partnership and TRS entities, for which tax is deferred and recognized as the assets affect GAAP income or loss, for example, through depreciation, impairment, or upon the sale of the asset to a third party.
Income taxes paid totaled approximately $2.0 million , $1.7 million and $0.6 million , respectively, in the years ended December 31, 2015 , 2014 and 2013 , respectively.
At December 31, 2015 , we had state net operating loss carryforwards, or NOLs, for which the deferred tax asset was approximately $8.0 million , before a valuation allowance of $4.5 million . The NOLs expire in years 2018 to 2032 . Subject to certain separate return limitations, we may use these NOLs to offset a portion of state taxable income generated by our TRS entities. As of December 31, 2015 , we had low-income housing and rehabilitation tax credit carryforwards of approximately $49.5 million for income tax purposes that expire in years 2024 to 2033 . The deferred tax asset related to these credits is approximately $49.0 million .

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For income tax purposes, dividends paid to holders of Common Stock primarily consist of ordinary income, capital gains, qualified dividends and unrecaptured Section 1250 gains, or a combination thereof. For the years ended December 31, 2015 , 2014 and 2013 , dividends per share held for the entire year were estimated to be taxable as follows:
 
2015
 
2014
 
2013
 
Amount
 
Percentage
 
Amount
 
Percentage
 
Amount
 
Percentage
Ordinary income
$
0.36

 
30.2
%
 
$
0.01

 
0.6
%
 
$
0.17

 
17.9
%
Capital gains
0.37

 
31.3
%
 
0.53

 
51.6
%
 
0.13

 
13.9
%
Qualified dividends
0.17

 
14.5
%
 

 
%
 

 
%
Unrecaptured Section 1250 gain
0.28

 
24.0
%
 
0.50

 
47.8
%
 
0.66

 
68.2
%
 
$
1.18

 
100.0
%
 
$
1.04

 
100.0
%
 
$
0.96

 
100.0
%
We designated the per share amounts above as capital gain dividends in accordance with the requirements under the Code. Additionally, we designated as 2015 capital gain dividends, a like portion of preferred dividends.
Note 9 — Aimco Equity
Preferred Stock
At December 31, 2015 and 2014 , Aimco had the following classes of perpetual preferred stock outstanding (dollars in thousands):
 
Redemption
 
Annual Dividend Rate Per Share
(paid quarterly)
 
Balance December 31,
 
Date (1)
 
 
2015
 
2014
Class A Cumulative Preferred Stock, 5,000,000 shares authorized and 5,000,000 shares issued/outstanding
5/17/2019
 
6.88%
 
$
125,000

 
$
125,000

Class Z Cumulative Preferred Stock, 4,800,000 shares authorized and 1,391,643 shares issued/outstanding, respectively
7/29/2016
 
7.00%
 
34,126

 
34,126

Series A Community Reinvestment Act (CRA) Preferred Stock, 240 shares authorized and zero and 54 shares issued/outstanding, respectively
6/30/2011
 
(2)
 

 
27,000

Preferred stock per consolidated balance sheets
 
 
 
 
$
159,126

 
$
186,126

 
 
 
 
 
 
 
 
(1)
All classes of preferred stock are or were redeemable at our option on and after the dates specified.
(2)
The dividend rate was a variable rate per annum equal to the Three-Month LIBOR Rate (as defined in the articles supplementary designating the Series A Community Reinvestment Act Perpetual Preferred Stock, or CRA Preferred Stock) plus 1.25%, calculated as of the beginning of each quarterly dividend period . The rate at December 31, 2014 was 1.48% .
All classes of preferred stock have a $0.01 per share par value, are pari passu with each other and are senior to our Common Stock. The holders of each class of preferred stock are generally not entitled to vote on matters submitted to stockholders. Dividends on all shares of preferred stock are subject to declaration by Aimco’s Board of Directors. Aimco’s Class A Preferred Stock and Class Z Preferred Stock have liquidation preferences per share of $25.00 .
The following table summarizes our issuances of Class A Preferred Stock and Class Z Preferred Stock during the year ended December 31, 2014 (dollars in thousands, except per share amounts):
 
Class A Cumulative Preferred Stock
 
Class Z Cumulative Preferred Stock
Number of shares of preferred stock issued
5,000,000

 
117,400

Price to public per share
$
25.00

 
$
25.65

Underwriting discounts, commissions and transaction costs per share
$
0.85

 
$
0.51

Net proceeds per share
$
24.15

 
$
25.14

Net proceeds to Aimco
$
120,757

 
$
2,901

Issuance costs (primarily underwriting commissions) recognized as an adjustment of additional paid-in capital
$
4,350

 
$
110

In connection with Aimco’s preferred stock issuances, Aimco contributed the net proceeds to the Aimco Operating Partnership in exchange for an equal number of the corresponding class of partnership preferred units. 

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During the year ended December 31, 2015 , Aimco redeemed the remaining outstanding shares, or $27.0 million in liquidation preference, of its CRA Preferred Stock. We reflected $0.7 million of issuance costs previously recorded as a reduction of additional paid-in capital as an adjustment of net income attributable to preferred stockholders for the year ended December 31, 2015 . During the year ended December 31, 2014 , Aimco repurchased 20 shares, or $10.0 million in liquidation preference, of its CRA Preferred Stock for cash totaling $9.5 million . We reflected the $0.5 million excess of the carrying value over the repurchase price, offset by $0.3 million of issuance costs previously recorded as a reduction of additional paid-in capital, as an adjustment of net income attributable to preferred stockholders for the year ended December 31, 2014 . In connection with the redemption and repurchase, the Aimco Operating Partnership repurchased from Aimco a number of Partnership Preferred Units equal to the number of shares redeemed or repurchased by Aimco.
Common Stock
During the year ended December 31, 2015 , Aimco issued 9,430,000 shares of its Common Stock, par value $0.01 per share, in an underwritten public offering, for net proceeds per share of $38.90 . The offering generated net proceeds to Aimco of $366.6 million , net of issuance costs.  Aimco contributed the net proceeds from the sale of Common Stock to the Aimco Operating Partnership in exchange for a number of common partnership units equal to the number of shares of Common Stock issued.
Using the proceeds from this offering, during the year ended December 31, 2015 , we repaid the then outstanding balance on our Credit Agreement, expanded our unencumbered asset pool, funded redevelopment and property upgrades investments that would otherwise have been funded with property debt, and redeemed the remaining outstanding shares of our Series A CRA Preferred Stock.
Registration Statements
Pursuant to an At-The-Market offering program active at December 31, 2015 , Aimco had the capacity to issue up to 3.5 million additional shares of its Common Stock. In the event of any such issuances by Aimco, the Aimco Operating Partnership would issue to Aimco a corresponding number of common partnership units in exchange for the proceeds.
Additionally, Aimco and the Aimco Operating Partnership have a shelf registration statement that provides for the issuance of debt and equity securities by Aimco and debt securities by the Aimco Operating Partnership.
Note 10 — Partners’ Capital
Partnership Preferred Units Owned by Aimco
At December 31, 2015 and 2014 , the Aimco Operating Partnership had outstanding preferred units in classes and amounts similar to Aimco’s Preferred Stock discussed in Note 9 , or Partnership Preferred Units. All of these classes of Partnership Preferred Units were owned by Aimco during the periods presented.
All classes of Partnership Preferred Units are pari passu with each other and are senior to the Aimco Operating Partnership’s common partnership units. None of the classes of Partnership Preferred Units have any voting rights, except the right to approve certain changes to the Aimco Operating Partnership’s Partnership Agreement that would adversely affect holders of such class of units. Distributions on all Partnership Preferred Units are subject to being declared by the General Partner. All classes of the Partnership Preferred Units are redeemable by the Aimco Operating Partnership only in connection with a concurrent redemption by Aimco of the corresponding classes of Aimco Preferred Stock held by unrelated parties.
As discussed in Note 9 , during the years ended December 31, 2015 and 2014 , Aimco completed various Preferred Stock issuances, redemptions and repurchases. In connection with these transactions, the Aimco Operating Partnership issued to Aimco or redeemed or repurchased from Aimco a corresponding number of Partnership Preferred Units.

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Redeemable Partnership Preferred Units
In addition to the Partnership Preferred Units owned by Aimco, the Aimco Operating Partnership has outstanding various classes of redeemable Partnership Preferred Units owned by third parties, which we refer to as preferred OP Units. As of December 31, 2015 and 2014 , the Aimco Operating Partnership had the following classes of preferred OP Units (stated at their redemption values, in thousands, except unit and per unit data):
 
 
Distributions per Annum
 
Units Issued and Outstanding
 
Redemption Values
Class of Preferred Units
 
Percent
 
Per Unit
 
2015
 
2014
 
2015
 
2014
Class One
 
8.75
%
 
$
8.00

 
90,000

 
90,000

 
$
8,229

 
$
8,229

Class Two
 
1.92
%
 
$
0.46

 
18,124

 
18,589

 
453

 
465

Class Three
 
7.88
%
 
$
1.97

 
1,341,289

 
1,341,485

 
33,532

 
33,537

Class Four
 
8.00
%
 
$
2.00

 
644,954

 
644,954

 
16,124

 
16,124

Class Six
 
8.50
%
 
$
2.13

 
790,883

 
790,883

 
19,772

 
19,772

Class Seven
 
7.87
%
 
$
1.97

 
27,960

 
27,960

 
699

 
699

Class Nine
 
6.00
%
 
$
1.50

 
364,668

 
364,668

 
9,117

 
9,117

Total
 
 
 
 
 
3,277,878

 
3,278,539

 
$
87,926

 
$
87,943

Each class of preferred OP Unit is currently redeemable at the holders’ option. The Aimco Operating Partnership, at its sole discretion, may settle such redemption requests in cash or cause Aimco to issue shares of its Common Stock with a value equal to the redemption price.  In the event the Aimco Operating Partnership requires Aimco to issue shares of Common Stock to settle a redemption request, the Aimco Operating Partnership would issue to Aimco a corresponding number of common partnership units. The Aimco Operating Partnership has a redemption policy that requires cash settlement of redemption requests for the redeemable preferred OP Units, subject to limited exceptions. Subject to certain conditions, the Class Four and Class Six preferred OP Units are convertible into common OP Units.
These redeemable units are classified within temporary equity in Aimco’s consolidated balance sheets and within temporary capital in the Aimco Operating Partnership’s consolidated balance sheets.
During the years ended December 31, 2015 , 2014 and 2013 , approximately 700 , 12,600 and 3,600 preferred OP Units, respectively, were tendered for redemption in exchange for cash, and no preferred OP Units were tendered for redemption in exchange for shares of Aimco Common Stock.
The Class Nine preferred OP Units were issued as partial consideration for an asset acquisition during the year ended December 31, 2014.
The following table presents a reconciliation of the Aimco Operating Partnership’s preferred OP Units during the years ended December 31, 2015 , 2014 and 2013 (dollars in thousands).
 
2015
 
2014
 
2013
Balance at January 1
$
87,937

 
$
79,953

 
$
80,046

Preferred distributions
(6,943
)
 
(6,409
)
 
(6,423
)
Redemption of preferred units and other
(11
)
 
(1,221
)
 
(93
)
Issuance of preferred units

 
9,117

 

Net income
6,943

 
6,497

 
6,423

Balance at December 31
$
87,926

 
$
87,937

 
$
79,953

Common Partnership Units
In the Aimco Operating Partnership’s consolidated balance sheets, the common partnership units held by Aimco are classified within Partners’ Capital as General Partner and Special Limited Partner capital and the common OP Units are classified within Limited Partners’ capital. In Aimco’s consolidated balance sheets, the common OP Units are classified within permanent equity as common noncontrolling interests in the Aimco Operating Partnership.
Common partnership units held by Aimco are not redeemable. Common OP Units are redeemable at the holders’ option, subject to certain restrictions, on the basis of one common OP Unit for either one share of Common Stock or cash equal to the fair value

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of a share of Common Stock at the time of redemption. Aimco has the option to deliver shares of Common Stock in exchange for all or any portion of the common OP Units tendered for redemption. When a limited partner redeems a common OP Unit for Common Stock, Limited Partners’ capital is reduced and the General Partner and Special Limited Partners’ capital is increased. The holders of the common OP Units receive distributions, prorated from the date of issuance, in an amount equivalent to the dividends paid to holders of Common Stock.
During the years ended December 31, 2015 , 2014 and 2013 , approximately 112,000 , 268,000 and 105,000 common OP Units, respectively, were redeemed in exchange for cash, and no common OP Units were redeemed in exchange for shares of Common Stock.
HPUs
At December 31, 2015 and 2014 , the Aimco Operating Partnership had outstanding 2,339,950 HPUs. The holders of HPUs may redeem these units commencing after December 31, 2016 , on the basis of one HPU for either one share of Common Stock or cash equal to the fair value of a share of Common Stock at the time of redemption, at Aimco’s option. The holders of HPUs receive the same amount of distributions that are paid to holders of an equivalent number of common OP Units. The HPUs are classified within permanent capital as part of Limited Partners’ capital in the Aimco Operating Partnership’s consolidated balance sheets, and within permanent equity as part of common noncontrolling interests in the Aimco Operating Partnership within Aimco’s consolidated balance sheets.
Note 11 — Share-Based Compensation
We have a stock award and incentive plan to attract and retain officers, key employees and independent directors. In 2015 , our stockholders approved the 2015 Stock Award and Incentive Plan, or the 2015 Plan, to supplement and eventually replace our 2007 Stock Award and Incentive Plan, or the 2007 Plan.  
As of December 31, 2015 , approximately 150,000 shares were available for issuance under the 2007 Plan, and approximately 1.6 million shares were available for issuance under the 2015 Plan.  The total number of shares available for issuance under the 2015 Plan may be increased by an additional 2.3 million shares to the extent of any forfeiture, cancellation, exchange, surrender, termination or expiration of an award outstanding under the 2007 Plan. Awards under the 2015 Plan may be in the form of incentive stock options, non-qualified stock options and restricted stock, or other types of awards as authorized under the plan.
Our plans are administered by the Compensation and Human Resources Committee of Aimco’s Board of Directors. In the case of stock options, the exercise price of the options granted may not be less than the fair market value of a share of Common Stock at the date of grant. The term of the options is generally ten years from the date of grant and the options typically vest over a period of four years from the date of grant.
Total compensation cost recognized for stock based awards was $7.2 million , $6.1 million and $5.9 million for the years ended December 31, 2015 , 2014 and 2013 , respectively. Of these amounts, $0.5 million , $0.3 million and $0.3 million , respectively, were capitalized. At December 31, 2015 , total unvested compensation cost not yet recognized was $11.3 million . We expect to recognize this compensation over a weighted average period of approximately 1.8 years .
Stock Options
The following table summarizes activity for our outstanding stock options, with service conditions (i.e. time-based vesting that requires continuous employment) for the years ended December 31, 2015 , 2014 and 2013 (numbers of options in thousands):
 
2015
 
2014
 
2013
 
Number of Options
 
Weighted
Average
Exercise
Price
 
Number of Options
 
Weighted
Average
Exercise
Price
 
Number of Options
 
Weighted
Average
Exercise
Price
Outstanding at beginning of year
1,640

 
$
28.91

 
2,991

 
$
28.48

 
3,045

 
$
28.39

Granted
239

 
39.05

 

 

 

 

Exercised
(484
)
 
28.33

 
(1,347
)
 
27.97

 
(44
)
 
22.52

Forfeited
(1
)
 
25.78

 
(4
)
 
25.45

 
(10
)
 
27.82

Outstanding at end of year
1,394

 
$
30.85

 
1,640

 
$
28.91

 
2,991

 
$
28.48

Exercisable at end of year
1,155

 
$
29.16

 
1,640

 
$
28.91

 
2,991

 
$
28.48


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The intrinsic value of a stock option represents the amount by which the current price of the underlying stock exceeds the exercise price of the option. Options outstanding at December 31, 2015 , had an aggregate intrinsic value of $13.6 million and a weighted average remaining contractual term of 3.2 years . Options exercisable at December 31, 2015 , had an aggregate intrinsic value of $13.4 million and a weighted average remaining contractual term of 2.0 years . The intrinsic value of stock options exercised during the years ended December 31, 2015 , 2014 and 2013 , was $5.5 million , $10.0 million and $0.3 million , respectively.
We estimated the fair value of options granted during the year ended December 31, 2015 using a Black-Scholes closed-form valuation model using the assumptions set forth in the table below. The expected term of the options was based on historical option exercises and post-vesting terminations. Expected volatility reflects an average of the historical volatility of our Common Stock during the historical period commensurate with the expected term of the options that ended on the date of grant, and the implied volatility is calculated from observed call option contracts closest to the expected term. The expected dividend yield reflects expectations regarding cash dividend amounts per share paid on Aimco’s Common Stock during the expected term of the option and the risk-free interest rate reflects the annualized yield of a zero coupon U.S. Treasury security with a term equal to the expected term of the option. The weighted average fair value of options and our valuation assumptions for the 2015 grants were as follows:
 
2015
Weighted average grant-date fair value
$
6.97

Assumptions:
 
Risk-free interest rate
1.68
%
Expected dividend yield
2.87
%
Expected volatility
25.19
%
Weighted average expected life of options
5.5 years

We recognize compensation expense associated with stock options ratably over the requisite service periods, which are typically four years .
Time-Based Restricted Stock Awards
The following table summarizes activity for restricted stock awards with service conditions, or Time-Based Restricted Stock awards, for the years ended December 31, 2015 , 2014 and 2013 (numbers of shares in thousands):
 
2015
 
2014
 
2013
 
Number of Shares
 
Weighted
Average
Grant-Date
Fair Value
 
Number of Shares
 
Weighted
Average
Grant-Date
Fair Value
 
Number of Shares
 
Weighted
Average
Grant-Date
Fair Value
Unvested at beginning of year
513

 
$
26.34

 
575

 
$
25.28

 
526

 
$
22.69

Granted
145

 
39.39

 
196

 
26.69

 
253

 
27.86

Vested
(259
)
 
27.54

 
(238
)
 
24.07

 
(204
)
 
21.81

Forfeited
(60
)
 
32.29

 
(20
)
 
26.26

 

 

Unvested at end of year
339

 
$
29.96

 
513

 
$
26.34

 
575

 
$
25.28

The aggregate fair value of shares that vested during the years ended December 31, 2015 , 2014 and 2013 was $10.4 million , $6.7 million and $5.7 million , respectively.
We recognize compensation expense associated with Time-Based Restricted Stock awards ratably over the requisite service periods, which are typically four years .
TSR Restricted Stock Awards
During 2015, Aimco’s stockholders approved the 2015 Plan, which provides for grants of performance based compensation. A portion of long-term incentive, or LTI, compensation granted in 2015 was in the form of restricted stock awards conditioned on Aimco’s relative total shareholder return, or TSR, as compared to the NAREIT Apartment Index ( 60% weighting) and the MSCI US REIT Index ( 40% weighting) over a forward looking, performance period of three years .
Earned awards (if any) will vest 50% on the third anniversary of the grant date and 50% on the fourth anniversary of the grant date, based on continued employment. Prior to the vesting, dividends payable on the awards are deferred and subject to the same forfeiture provisions as the awards.

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The following table summarizes activity for TSR Restricted Stock awards for the year ended December 31, 2015 (numbers of shares in thousands):
 
2015
 
Number of Shares
 
Weighted
Average
Grant-Date
Fair Value
Unvested at beginning of year

 
$

Granted
142

 
39.72

Forfeited
(19
)
 
39.72

Unvested at end of year
123

 
$
39.72

The grant date fair value for the TSR Restricted Stock awards, which was calculated using a Monte Carlo model, and certain of the assumptions used in such calculation for awards granted in 2015 are set forth below:
 
 
2015
Grant date fair value
 
$
39.72

Baseline common share value
 
$
39.05

Dividend yield
 
2.87
%
Expected volatility of common shares
 
19.48
%
Risk-free interest rate
 
1.04
%
Derived vesting period
 
3.4 years

We recognize compensation expense related to the TSR Restricted Stock awards, which have graded vesting periods, over the requisite service period for each separate vesting tranche of the award, commencing on the grant date. These awards have market conditions in addition to service conditions that must be met for the awards to vest. The value of the awards takes into consideration the probability that the awards will ultimately vest; therefore previously recorded compensation expense is not adjusted in the event that the market condition is not achieved.
Note 12 — Assets Held for Sale and Discontinued Operations
As discussed in Note 2, during the year ended December 31, 2014, we adopted ASU 2014-08, which revised the definition of, and the requirements for reporting, a “discontinued operation.” Under ASU 2014-08, we believe routine sales of apartment communities and certain groups of apartment communities generally will not meet the requirements for reporting within discontinued operations. Summarized information regarding apartment communities sold during the years ended December 31, 2015 and 2014 is set forth in the table below (dollars in thousands):
 
Year Ended December 31,
 
2015
 
2014
Apartment communities sold
11

 
30

Apartment homes sold
3,855

 
9,067

Income before income taxes and discontinued operations
$
14,191

 
$
55,122

The results of operations for the years ended December 31, 2015 and 2014 , of the apartment communities sold during these periods are reflected within income from continuing operations in our consolidated statements of operations and the related gains on sale are reflected as gain on dispositions of real estate, net of tax, within our consolidated statements of operations. We report gains on disposition net of incremental direct costs incurred in connection with the transactions, including any prepayment penalties incurred upon repayment of property debt collateralized by the apartment communities being sold. Such prepayment penalties totaled $25.8 million for consolidated dispositions during the year ended December 31, 2015 ( $16.6 million of which represented the mark-to-market adjustment), and $25.2 million for consolidated dispositions during the year ended December 31, 2014 ( $16.6 million of which represented the mark-to-mark adjustments).
We are currently marketing for sale certain apartment communities that are inconsistent with our long-term investment strategy. At the end of each reporting period, we evaluate whether such apartment communities meet the criteria to be classified as held for sale. As of December 31, 2015 , we had one apartment community with 96 apartment homes classified as held for sale.

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In accordance with GAAP prior to our adoption of ASU 2014-08, we reported as discontinued operations apartment communities that met the definition of a component of an entity and had been sold or met the criteria to be classified as held for sale. For the year ended December 31, 2013 , we included the results of such apartment communities, including any gain or loss on their disposition, less applicable income taxes, in income from discontinued operations within the consolidated statements of operations. During the year ended December 31, 2013 , we sold 29 consolidated apartment communities with an aggregate of 6,953 apartment homes.
The summary results of operations for the year ended December 31, 2013 , for those apartment communities sold as of December 31, 2013 , and gains related to apartment communities sold during the year ended December 31, 2013 , are included in discontinued operations and are summarized below, along with the related amounts of income from discontinued operations attributable to Aimco, the Aimco Operating Partnership and noncontrolling interests (in thousands).
 
2013
Income before gain on dispositions of real estate and income tax
$
2,098

Gain on dispositions of real estate
212,459

Income tax expense
(11,328
)
Income from discontinued operations, net of tax
$
203,229

Income from discontinued operations attributable to noncontrolling interests in consolidated real estate partnerships
(31,842
)
Income from discontinued operations attributable to the Aimco Operating Partnership
$
171,387

Income from discontinued operations attributable to noncontrolling interests in Aimco Operating Partnership
(9,248
)
Income from discontinued operations attributable to Aimco
$
162,139

Gain on dispositions is net of incremental direct costs incurred in connection with the transactions, including $16.5 million of prepayment penalties incurred upon repayment of property debt collateralized by the apartment communities sold in the year ended December 31, 2013 ( $6.1 million of which represented the mark-to-market adjustments). For periods prior to our adoption of ASU 2014-08, we classified interest expense related to property debt within discontinued operations when the related apartment community was sold or classified as held for sale.

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Note 13 — Earnings (Loss) per Share/Unit
Aimco
The following table illustrates Aimco’s calculation of basic and diluted earnings (loss) per share for the years ended December 31, 2015 , 2014 and 2013 (in thousands, except per share data):
 
2015
 
2014
 
2013
Numerator:
 
 
 
 
 
Income from continuing operations
$
91,390

 
$
67,475

 
$
34,596

Gain on dispositions of real estate, net of tax
180,593

 
288,636

 

(Income) loss from continuing operations and gain on dispositions attributable to noncontrolling interests
(23,273
)
 
(46,862
)
 
10,555

Income attributable to preferred stockholders
(11,794
)
 
(7,947
)
 
(2,804
)
Income attributable to participating securities
(950
)
 
(1,082
)
 
(813
)
Income from continuing operations attributable to Aimco common stockholders
$
235,966

 
$
300,220

 
$
41,534

 
 
 
 
 
 
Income from discontinued operations, net of tax
$

 
$

 
$
203,229

Income from discontinued operations attributable to noncontrolling interests

 

 
(41,090
)
Income from discontinued operations attributable to Aimco common stockholders
$

 
$

 
$
162,139

 
 
 
 
 
 
Net income
$
271,983

 
$
356,111

 
$
237,825

Net income attributable to noncontrolling interests
(23,273
)
 
(46,862
)
 
(30,535
)
Net income attributable to preferred stockholders
(11,794
)
 
(7,947
)
 
(2,804
)
Net income attributable to participating securities
(950
)
 
(1,082
)
 
(813
)
Net income attributable to Aimco common stockholders
$
235,966

 
$
300,220

 
$
203,673

 
 
 
 
 
 
Denominator:
 
 
 
 
 
Weighted average common shares outstanding – basic
155,177

 
145,639

 
145,291

Dilutive potential common shares
393

 
363

 
241

Weighted average common shares outstanding – diluted
155,570

 
146,002

 
145,532

 
 
 
 
 
 
Earnings per common share – basic and diluted:
 
 
 
 
 
Income from continuing operations attributable to Aimco common stockholders
$
1.52

 
$
2.06

 
$
0.29

Income from discontinued operations attributable to Aimco common stockholders

 

 
1.11

Net income attributable to Aimco common stockholders
$
1.52

 
$
2.06

 
$
1.40

 
 
 
 
 
 
Dividends declared per common share
$
1.18

 
$
1.04

 
$
0.96


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The Aimco Operating Partnership
The following table illustrates the Aimco Operating Partnership’s calculation of basic and diluted earnings per common unit for the years ended December 31, 2015 , 2014 and 2013 (in thousands, except per unit data):
 
2015
 
2014
 
2013
Numerator:
 
 
 
 
 
Income from continuing operations
$
91,390

 
$
67,475

 
$
34,596

Gain on dispositions of real estate, net of tax
180,593

 
288,636

 

(Income) loss from continuing operations and gain on dispositions attributable to noncontrolling interests
(4,776
)
 
(24,595
)
 
19,369

Income attributable to the Aimco Operating Partnership’s preferred unitholders
(18,737
)
 
(14,444
)
 
(9,227
)
Income attributable to participating securities
(950
)
 
(1,082
)
 
(813
)
Income from continuing operations attributable to the Aimco Operating Partnership’s common unitholders
$
247,520

 
$
315,990

 
$
43,925

 
 
 
 
 
 
Income from discontinued operations, net of tax
$

 
$

 
$
203,229

Income from discontinued operations attributable to noncontrolling interests

 

 
(31,842
)
Income from discontinued operations attributable to the Aimco Operating Partnership’s common unitholders
$

 
$

 
$
171,387

 
 
 
 
 
 
Net income
$
271,983

 
$
356,111

 
$
237,825

Net income attributable to noncontrolling interests
(4,776
)
 
(24,595
)
 
(12,473
)
Net income attributable to the Aimco Operating Partnership’s preferred unitholders
(18,737
)
 
(14,444
)
 
(9,227
)
Net income attributable to participating securities
(950
)
 
(1,082
)
 
(813
)
Net income attributable to the Aimco Operating Partnership’s common unitholders
$
247,520

 
$
315,990

 
$
215,312

 
 
 
 
 
 
Denominator:
 
 
 
 
 
Weighted average common units outstanding – basic
162,834

 
153,363

 
153,256

Dilutive potential common units
393

 
363

 
241

Weighted average common units outstanding – diluted
163,227

 
153,726

 
153,497

 
 
 
 
 
 
Earnings per common unit – basic and diluted:
 
 
 
 
 
Income from continuing operations attributable to the Partnership’s common unitholders
$
1.52

 
$
2.06

 
$
0.29

Income from discontinued operations attributable to the Partnership’s common unitholders

 

 
1.11

Net income attributable to the Partnership’s common unitholders
$
1.52

 
$
2.06

 
$
1.40

 
 
 
 
 
 
Distributions declared per common unit
$
1.18

 
$
1.04

 
$
0.96

Aimco and the Aimco Operating Partnership
As of December 31, 2015 , the common share or unit equivalents that could potentially dilute basic earnings per share or unit in future periods totaled 1.4 million . These securities represent options to purchase shares of Common Stock, which, if exercised, would result in Aimco’s issuance of additional shares and the Aimco Operating Partnership’s issuance to Aimco of additional common partnership units equal to the number of shares purchased under the options. The effect of these securities was dilutive for the years ended December 31, 2015 , 2014 and 2013 , and accordingly has been included in the denominator for calculating diluted earnings per share and unit during these periods. Participating securities, consisting primarily of unvested time-based awards of restricted shares of Common Stock, receive dividends similar to shares of Common Stock and common partnership units and totaled 0.3 million , 0.5 million and 0.6 million at December 31, 2015 , 2014 and 2013 , respectively. The effect of participating securities is included in basic and diluted earnings (loss) per share and unit computations for the periods presented above using the two-class method of allocating distributed and undistributed earnings.

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As discussed in Note 10 , the Aimco Operating Partnership has various classes of preferred OP Units, which may be redeemed at the holders’ option. The Aimco Operating Partnership may redeem these units for cash or at its option, shares of Common Stock. As of December 31, 2015 , these preferred OP Units were potentially redeemable for approximately 2.2 million shares of Common Stock (based on the period end market price), or cash. The Aimco Operating Partnership has a redemption policy that requires cash settlement of redemption requests for the preferred OP Units, subject to limited exceptions. Accordingly, we have excluded these securities from earnings per share and unit computations for the periods presented above, and we expect to exclude them in future periods.
Note 14 — Unaudited Summarized Consolidated Quarterly Information
Aimco
Aimco’s summarized unaudited consolidated quarterly information for the years ended December 31, 2015 and 2014 , is provided below (in thousands, except per share amounts).
 
 
Quarter
2015
 
First
 
Second
 
Third
 
Fourth
Total revenues
 
$
244,265

 
$
244,783

 
$
246,387

 
$
245,875

Total operating expenses
 
(183,198
)
 
(179,140
)
 
(182,366
)
 
(180,391
)
Operating income
 
61,067

 
65,643

 
64,021

 
65,484

Income from continuing operations
 
18,457

 
23,907

 
23,769

 
25,257

Gain on dispositions of real estate, net of tax
 
85,693

 
44,781

 

 
50,119

Net income
 
104,150

 
68,688

 
23,769

 
75,376

Net income attributable to Aimco common stockholders
 
$
89,344

 
$
60,804

 
$
19,179

 
$
66,639

Earnings per common share - basic:
 
 
 
 
 
 
 
 
Income from continuing operations attributable to Aimco common stockholders
 
$
0.58

 
$
0.39

 
$
0.12

 
$
0.43

Net income attributable to Aimco common stockholders
 
$
0.58

 
$
0.39

 
$
0.12

 
$
0.43

Earnings per common share - diluted:
 
 
 
 
 
 
 
 
Income from continuing operations attributable to Aimco common stockholders
 
$
0.58

 
$
0.39

 
$
0.12

 
$
0.43

Net income attributable to Aimco common stockholders
 
$
0.58

 
$
0.39

 
$
0.12

 
$
0.43

Weighted average common shares outstanding - basic
 
153,821

 
155,524

 
155,639

 
155,725

Weighted average common shares outstanding - diluted
 
154,277

 
155,954

 
156,008

 
156,043

 
 
Quarter
2014
 
First
 
Second
 
Third
 
Fourth
Total revenues
 
$
248,924

 
$
246,418

 
$
246,843

 
$
242,178

Total operating expenses
 
(183,646
)
 
(180,621
)
 
(179,376
)
 
(178,370
)
Operating income
 
65,278

 
65,797

 
67,467

 
63,808

Income from continuing operations
 
12,040

 
17,943

 
18,186

 
19,306

Gain on dispositions of real estate, net of tax
 
69,492

 
66,662

 
126,329

 
26,153

Net income
 
81,532

 
84,605

 
144,515

 
45,459

Net income attributable to Aimco common stockholders
 
$
64,235

 
$
75,010

 
$
124,706

 
$
36,269

Earnings per common share - basic:
 
 
 
 
 
 
 
 
Income from continuing operations attributable to Aimco common stockholders
 
$
0.44

 
$
0.51

 
$
0.86

 
$
0.25

Net income attributable to Aimco common stockholders
 
$
0.44

 
$
0.51

 
$
0.86

 
$
0.25

Earnings per common share - diluted:
 
 
 
 
 
 
 
 
Income from continuing operations attributable to Aimco common stockholders
 
$
0.44

 
$
0.51

 
$
0.85

 
$
0.25

Net income attributable to Aimco common stockholders
 
$
0.44

 
$
0.51

 
$
0.85

 
$
0.25

Weighted average common shares outstanding - basic
 
145,473

 
145,657

 
145,672

 
145,753

Weighted average common shares outstanding - diluted
 
145,681

 
145,985

 
146,104

 
146,238


F-42

Table of Contents

The Aimco Operating Partnership
The Aimco Operating Partnership’s summarized unaudited consolidated quarterly information for the years ended December 31, 2015 and 2014 , is provided below (in thousands, except per unit amounts).
 
 
Quarter
2015
 
First
 
Second
 
Third
 
Fourth
Total revenues
 
$
244,265

 
$
244,783

 
$
246,387

 
$
245,875

Total operating expenses
 
(183,198
)
 
(179,140
)
 
(182,366
)
 
(180,391
)
Operating income
 
61,067

 
65,643

 
64,021

 
65,484

Income from continuing operations
 
18,457

 
23,907

 
23,769

 
25,257

Gain on dispositions of real estate, net of tax
 
85,693

 
44,781

 

 
50,119

Net income
 
104,150

 
68,688

 
23,769

 
75,376

Net income attributable to the Partnership’s common unitholders
 
$
93,742

 
$
63,776

 
$
20,072

 
$
69,930

Earnings per common unit - basic:
 
 
 
 
 
 
 
 
Income from continuing operations attributable to the Partnership’s common unitholders
 
$
0.58

 
$
0.39

 
$
0.12

 
$
0.43

Net income attributable to the Partnership’s common unitholders
 
$
0.58

 
$
0.39

 
$
0.12

 
$
0.43

Earnings per common unit - diluted:
 
 
 
 
 
 
 
 
Income from continuing operations attributable to the Partnership’s common unitholders
 
$
0.58

 
$
0.39

 
$
0.12

 
$
0.43

Net income attributable to the Partnership’s common unitholders
 
$
0.58

 
$
0.39

 
$
0.12

 
$
0.43

Weighted average common units outstanding - basic
 
161,461

 
163,149

 
163,241

 
163,485

Weighted average common units outstanding - diluted
 
161,917

 
163,579

 
163,610

 
163,803

 
 
Quarter
2014
 
First
 
Second
 
Third
 
Fourth
Total revenues
 
$
248,924

 
$
246,418

 
$
246,843

 
$
242,178

Total operating expenses
 
(183,646
)
 
(180,621
)
 
(179,376
)
 
(178,370
)
Operating income
 
65,278

 
65,797

 
67,467

 
63,808

Income from continuing operations
 
12,040

 
17,943

 
18,186

 
19,306

Gain on dispositions of real estate, net of tax
 
69,492

 
66,662

 
126,329

 
26,153

Net income
 
81,532

 
84,605

 
144,515

 
45,459

Net income attributable to the Partnership’s common unitholders
 
$
67,846

 
$
78,745

 
$
131,255

 
$
38,144

Earnings per common unit - basic:
 
 
 
 
 
 
 
 
Income from continuing operations attributable to the Partnership’s common unitholders
 
$
0.44

 
$
0.51

 
$
0.86

 
$
0.25

Net income attributable to the Partnership’s common unitholders
 
$
0.44

 
$
0.51

 
$
0.86

 
$
0.25

Earnings per common unit - diluted:
 
 
 
 
 
 
 
 
Income from continuing operations attributable to the Partnership’s common unitholders
 
$
0.44

 
$
0.51

 
$
0.85

 
$
0.25

Net income attributable to the Partnership’s common unitholders
 
$
0.44

 
$
0.51

 
$
0.85

 
$
0.25

Weighted average common units outstanding - basic
 
153,329

 
153,377

 
153,337

 
153,408

Weighted average common units outstanding - diluted
 
153,537

 
153,705

 
153,769

 
153,893


F-43

Table of Contents

Note 15 — Business Segments
We have two reportable segments: conventional real estate operations and affordable real estate operations. Our conventional real estate reportable segment included 140 apartment communities with 40,464 apartment homes at December 31, 2015 . Our affordable real estate operations consisted of 56 apartment communities with 8,685 apartment homes at December 31, 2015 , with rents that are generally paid, in whole or part, by a government agency.
Due to the diversity of our economic ownership interests in our apartment communities, our chief executive officer, who is our chief operating decision maker, uses proportionate property net operating income to assess the operating performance of our apartment communities. Proportionate property net operating income reflects our share of rental and other property revenues less direct property operating expenses, including real estate taxes, for the consolidated and unconsolidated apartment communities that we own and manage.
The following tables present the revenues, net operating income (loss) and income (loss) from continuing operations of our conventional and affordable real estate operations segments on a proportionate basis (excluding amounts related to apartment communities sold or classified as held for sale, as of December 31, 2015) for the years ended December 31, 2015 , 2014 and 2013 (in thousands):
 
Conventional
Real Estate
Operations
 
Affordable
Real Estate
Operations
 
Proportionate
Adjustments (1)
 
Corporate and
Amounts Not
Allocated to
Segments (2)
 
Consolidated
Year Ended December 31, 2015:
 
 
 
 
 
 
 
 
 
Rental and other property revenues (3)
$
798,321

 
$
96,549

 
$
37,369

 
$
24,715

 
$
956,954

Tax credit and asset management revenues

 

 

 
24,356

 
24,356

Total revenues
798,321

 
96,549

 
37,369

 
49,071

 
981,310

Property operating expenses (3)
263,573

 
38,484

 
13,815

 
43,521

 
359,393

Investment management expenses

 

 

 
5,855

 
5,855

Depreciation and amortization (3)

 

 

 
306,301

 
306,301

General and administrative expenses

 

 

 
43,178

 
43,178

Other expenses, net

 

 

 
10,368

 
10,368

Total operating expenses
263,573

 
38,484

 
13,815

 
409,223

 
725,095

Operating income (loss)
534,748

 
58,065

 
23,554

 
(360,152
)
 
256,215

Other items included in continuing operations

 

 

 
(164,825
)
 
(164,825
)
Income (loss) from continuing operations
$
534,748

 
$
58,065

 
$
23,554

 
$
(524,977
)
 
$
91,390

 
Conventional
Real Estate
Operations
 
Affordable
Real Estate
Operations
 
Proportionate
Adjustments (1)
 
Corporate and
Amounts Not
Allocated to
Segments (2)
 
Consolidated
Year Ended December 31, 2014:
 
 
 
 
 
 
 
 
 
Rental and other property revenues (3)
$
729,657

 
$
94,501

 
$
29,564

 
$
99,109

 
$
952,831

Tax credit and asset management revenues

 

 

 
31,532

 
31,532

Total revenues
729,657

 
94,501

 
29,564

 
130,641

 
984,363

Property operating expenses (3)
245,264

 
38,407

 
8,878

 
81,105

 
373,654

Investment management expenses

 

 

 
7,310

 
7,310

Depreciation and amortization (3)

 

 

 
282,608

 
282,608

Provision for real estate impairment losses (3)

 

 

 
1,820

 
1,820

General and administrative expenses

 

 

 
44,092

 
44,092

Other expenses, net

 

 

 
12,529

 
12,529

Total operating expenses
245,264

 
38,407

 
8,878

 
429,464

 
722,013

Operating income (loss)
484,393

 
56,094

 
20,686

 
(298,823
)
 
262,350

Other items included in continuing operations

 

 

 
(194,875
)
 
(194,875
)
Income (loss) from continuing operations
$
484,393

 
$
56,094

 
$
20,686

 
$
(493,698
)
 
$
67,475


F-44

Table of Contents

 
Conventional
Real Estate
Operations
 
Affordable
Real Estate
Operations
 
Proportionate
Adjustments (1)
 
Corporate and
Amounts Not
Allocated to
Segments (2)
 
Consolidated
Year Ended December 31, 2013:
 
 
 
 
 
 
 
 
 
Rental and other property revenues (3)
$
679,422

 
$
93,033

 
$
66,489

 
$
100,287

 
$
939,231

Tax credit and asset management revenues

 

 

 
34,822

 
34,822

Total revenues
679,422

 
93,033

 
66,489

 
135,109

 
974,053

Property operating expenses (3)
233,183

 
37,433

 
25,192

 
79,902

 
375,710

Investment management expenses

 

 

 
4,341

 
4,341

Depreciation and amortization (3)

 

 

 
291,910

 
291,910

General and administrative expenses

 

 

 
45,670

 
45,670

Other expenses, net

 

 

 
7,403

 
7,403

Total operating expenses
233,183

 
37,433

 
25,192

 
429,226

 
725,034

Operating income (loss)
446,239

 
55,600

 
41,297

 
(294,117
)
 
249,019

Other items included in continuing operations

 

 

 
(214,423
)
 
(214,423
)
Income (loss) from continuing operations
$
446,239

 
$
55,600

 
$
41,297

 
$
(508,540
)
 
$
34,596

(1)
Represents adjustments for the noncontrolling interests in consolidated real estate partnerships’ share of the results of our consolidated apartment communities and the results of consolidated apartment communities that we do not manage, which are excluded from our measurement of segment performance but included in the related consolidated amounts, and our share of the results of operations of our unconsolidated real estate partnerships that we manage, which are included in our measurement of segment performance but excluded from the related consolidated amounts.
(2)
Our basis for assessing segment performance excludes the results of apartment communities sold or classified as held for sale. As discussed in Note 2 , effective January 1, 2014, we adopted ASU 2014-08, which revised the definition of a discontinued operation. In the segment presentation above, the current year and prior years' operating results for apartment communities sold or classified as held for sale during the years ended December 31, 2015 and 2014 , are presented within the Corporate and Amounts Not Allocated to Segments column. The operating results for the year ended December 31, 2013 , for apartment communities sold through December 31, 2013, are presented within discontinued operations and are accordingly excluded from the segment presentation above.
(3)
Proportionate property net operating income, our key measurement of segment profit or loss excludes property management revenues (which are included in rental and other property revenues), property management expenses and casualty gains and losses (which are included in property operating expenses), depreciation and amortization and provision for real estate impairment losses. Accordingly, we do not allocate these amounts to our segments.
The assets of our reportable segments on a proportionate basis, together with the proportionate adjustments to reconcile these amounts to the consolidated assets of our segments, and the consolidated assets not allocated to our segments are as follows (in thousands):
 
December 31,
 
2015
 
2014
Conventional
$
5,107,059

 
$
4,841,402

Affordable
421,932

 
439,488

Proportionate adjustments (1)
175,042

 
179,323

Corporate and other assets (2)
440,161

 
636,815

Total consolidated assets
$
6,144,194

 
$
6,097,028

(1)
Represents adjustments for the noncontrolling interests in consolidated real estate partnerships’ share of the assets of our consolidated apartment communities, which are excluded from our measurement of segment financial condition, and our share of the assets of our unconsolidated real estate partnerships, which are included in our measure of segment financial condition.
(2)
Our basis for assessing segment performance excludes the results of apartment communities sold or classified as held for sale, therefore, assets related to apartment communities sold or classified as held for sale during the periods are included within Corporate and other assets for comparative periods presented.
For the years ended December 31, 2015 , 2014 and 2013 , capital additions related to our conventional segment totaled $350.1 million , $355.4 million and $365.3 million , respectively, and capital additions related to our affordable segment totaled $12.9 million , $12.1 million and $10.7 million , respectively.

F-45

Table of Contents

APARTMENT INVESTMENT AND MANAGEMENT COMPANY
AIMCO PROPERTIES, L.P.
SCHEDULE III: REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2015
(In Thousands Except Apartment Home Data)
 
 
 
 
 
 
(2)
(3)
 
 
 
 
 
 
 
 
(1)
 
 
 
 Initial Cost
 Cost Capitalized
December 31, 2015
 
Apartment
Date
 
 Year
 Apartment
 
 Buildings and
 Subsequent to
 
 Buildings and
(4)
 Accumulated
 Total Cost
 
Apartment Community Name
Type
Consolidated
Location
 Built
 Homes
 Land
 Improvements
 Consolidation
 Land
 Improvements
 Total
 Depreciation (AD)
  Net of AD
 Encumbrances
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Conventional Apartment Communities:
 
 
 
 
 
 
 
 
 
 
 
 
 
100 Forest Place
High Rise
Dec 1997
Oak Park, IL
1987
234

$
2,664

$
18,815

$
7,674

$
2,664

$
26,489

$
29,153

$
(12,726
)
$
16,427

$

118-122 West 23rd Street
High Rise
Jun 2012
New York, NY
1987
42

14,985

23,459

6,171

14,985

29,630

44,615

(4,265
)
40,350

18,726

1582 First Avenue
High Rise
Mar 2005
New York, NY
1900
17

4,281

752

363

4,281

1,115

5,396

(440
)
4,956

2,419

173 E. 90th Street
High Rise
May 2004
New York, NY
1910
72

12,066

4,535

3,008

12,066

7,543

19,609

(2,749
)
16,860

7,120

182-188 Columbus Avenue
Mid Rise
Feb 2007
New York, NY
1910
32

19,123

3,300

3,789

19,123

7,089

26,212

(2,618
)
23,594

13,471

21 Fitzsimons
Mid-Rise
Aug 2014
Aurora, CO
2008
600

12,864

104,720

1,583

12,864

106,303

119,167

(5,055
)
114,112

48,995

234 East 88th Street
Mid-Rise
Jan 2014
New York, NY
1900
20

2,448

4,449

482

2,448

4,931

7,379

(351
)
7,028

3,433

236-238 East 88th Street
High Rise
Jan 2004
New York, NY
1900
43

8,820

2,914

1,789

8,820

4,703

13,523

(1,605
)
11,918

11,587

237-239 Ninth Avenue
High Rise
Mar 2005
New York, NY
1900
36

8,495

1,866

2,820

8,495

4,686

13,181

(1,578
)
11,603

5,909

240 West 73rd Street, LLC
High Rise
Sep 2004
New York, NY
1900
200

68,109

12,140

9,914

68,109

22,054

90,163

(7,797
)
82,366


2900 on First Apartments
Mid Rise
Oct 2008
Seattle, WA
1989
135

19,070

17,518

32,320

19,070

49,838

68,908

(11,931
)
56,977


306 East 89th Street
High Rise
Jul 2004
New York, NY
1930
20

2,680

1,006

525

2,680

1,531

4,211

(522
)
3,689

1,973

311 & 313 East 73rd Street
Mid Rise
Mar 2003
New York, NY
1904
34

5,678

1,609

503

5,678

2,112

7,790

(1,293
)
6,497

4,159

322-324 East 61st Street
High Rise
Mar 2005
New York, NY
1900
40

6,372

2,224

1,175

6,372

3,399

9,771

(1,456
)
8,315

3,628

3400 Avenue of the Arts
Mid Rise
Mar 2002
Costa Mesa, CA
1987
770

57,241

65,506

73,411

57,241

138,917

196,158

(77,731
)
118,427

108,983

452 East 78th Street
High Rise
Jan 2004
New York, NY
1900
12

1,982

608

397

1,982

1,005

2,987

(381
)
2,606

2,708

464-466 Amsterdam & 200-210 W. 83rd Street
Mid Rise
Feb 2007
New York, NY
1910
71

25,553

7,101

5,268

25,553

12,369

37,922

(4,936
)
32,986

19,679

510 East 88th Street
High Rise
Jan 2004
New York, NY
1900
20

3,163

1,002

399

3,163

1,401

4,564

(450
)
4,114

2,902

514-516 East 88th Street
High Rise
Mar 2005
New York, NY
1900
36

6,282

2,168

842

6,282

3,010

9,292

(1,213
)
8,079

3,933

518 East 88th Street
Mid-Rise
Jan 2014
New York, NY
1900
20

2,233

4,315

469

2,233

4,784

7,017

(365
)
6,652

2,974

707 Leahy
Garden
Apr 2007
Redwood City, CA
1973
110

15,444

7,909

5,527

15,444

13,436

28,880

(6,065
)
22,815

9,284

865 Bellevue
Garden
Jul 2000
Nashville, TN
1972
326

3,562

12,037

28,446

3,562

40,483

44,045

(25,489
)
18,556

17,533

1045 on the Park Apartments Homes
Mid Rise
Jul 2013
Atlanta, GA
2012
30

2,793

6,662

139

2,793

6,801

9,594

(592
)
9,002

5,981

Axiom Apartment Homes
Mid Rise
Apr 2015
Cambridge, MA
2015
115


63,612

165


63,777

63,777

(1,580
)
62,197

35,000

Bank Lofts
High Rise
Apr 2001
Denver, CO
1920
125

3,525

9,045

3,632

3,525

12,677

16,202

(6,053
)
10,149

11,181

Bay Parc Plaza
High Rise
Sep 2004
Miami, FL
2000
471

22,680

41,847

9,486

22,680

51,333

74,013

(14,939
)
59,074

44,194

Bay Ridge at Nashua
Garden
Jan 2003
Nashua, NH
1984
412

3,262

40,713

5,300

3,262

46,013

49,275

(18,304
)
30,971

29,820

Bayberry Hill Estates
Garden
Aug 2002
Framingham, MA
1971
424

19,944

35,945

12,765

19,944

48,710

68,654

(22,056
)
46,598

32,051

Bluffs at Pacifica, The
Garden
Oct 2006
Pacifica, CA
1963
64

8,108

4,132

14,672

8,108

18,804

26,912

(9,922
)
16,990

5,694

Boston Lofts
High Rise
Apr 2001
Denver, CO
1890
158

3,446

20,589

5,634

3,446

26,223

29,669

(12,820
)
16,849

16,333

Boulder Creek
Garden
Jul 1994
Boulder, CO
1973
221

754

7,730

20,205

754

27,935

28,689

(16,502
)
12,187

6,708

Broadcast Center
Garden
Mar 2002
Los Angeles, CA
1990
279

29,407

41,244

27,070

29,407

68,314

97,721

(34,668
)
63,053


Broadway Lofts
High Rise
Sep 2012
San Diego, CA
1909
84

5,367

14,442

1,297

5,367

15,739

21,106

(1,862
)
19,244

9,448

Burke Shire Commons
Garden
Mar 2001
Burke, VA
1986
360

4,867

23,617

13,699

4,867

37,316

42,183

(17,380
)
24,803

40,536

Calhoun Beach Club
High Rise
Dec 1998
Minneapolis, MN
1928
332

11,708

73,334

54,533

11,708

127,867

139,575

(67,386
)
72,189

45,050

Canyon Terrace
Garden
Mar 2002
Saugus, CA
1984
130

7,508

6,601

6,024

7,508

12,625

20,133

(7,170
)
12,963

9,708

Cedar Rim
Garden
Apr 2000
Newcastle, WA
1980
104

761

5,218

16,939

761

22,157

22,918

(18,439
)
4,479

7,246

Charlesbank Apartment Homes
Mid Rise
Sep 2013
Watertown, MA
2012
44

3,399

11,726

281

3,399

12,007

15,406

(966
)
14,440

8,214

Chestnut Hall
High Rise
Oct 2006
Philadelphia, PA
1923
315

12,338

14,299

10,196

12,338

24,495

36,833

(13,517
)
23,316

38,940

Chestnut Hill Village
Garden
Apr 2000
Philadelphia, PA
1963
821

6,469

49,316

43,542

6,469

92,858

99,327

(57,694
)
41,633

54,374

Chimneys of Cradle Rock
Garden
Jun 2004
Columbia, MD
1979
198

2,040

8,108

536

2,040

8,644

10,684

(2,889
)
7,795

15,619


F-46

Table of Contents

 
 
 
 
 
 
(2)
(3)
 
 
 
 
 
 
 
 
(1)
 
 
 
 Initial Cost
 Cost Capitalized
December 31, 2015
 
Apartment
Date
 
 Year
 Apartment
 
 Buildings and
 Subsequent to
 
 Buildings and
(4)
 Accumulated
 Total Cost
 
Apartment Community Name
Type
Consolidated
Location
 Built
 Homes
 Land
 Improvements
 Consolidation
 Land
 Improvements
 Total
 Depreciation (AD)
  Net of AD
 Encumbrances
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Columbus Avenue
Mid Rise
Sep 2003
New York, NY
1880
59

35,527

9,450

5,137

35,527

14,587

50,114

(8,251
)
41,863

26,853

Creekside
Garden
Jan 2000
Denver, CO
1974
328

3,189

12,698

5,882

3,189

18,580

21,769

(11,630
)
10,139

12,021

Crescent at West Hollywood, The
Mid Rise
Mar 2002
West Hollywood, CA
1985
130

15,765

10,215

14,535

15,765

24,750

40,515

(17,836
)
22,679


Eastpointe
Garden
Dec 2014
Boulder, CO
1970
140

15,300

2,705

53

15,300

2,758

18,058

(98
)
17,960


Elm Creek
Mid Rise
Dec 1997
Elmhurst, IL
1987
400

5,910

30,830

29,904

5,910

60,734

66,644

(26,752
)
39,892

39,940

Evanston Place
High Rise
Dec 1997
Evanston, IL
1990
190

3,232

25,546

11,823

3,232

37,369

40,601

(16,285
)
24,316

20,005

Farmingdale
Mid Rise
Oct 2000
Darien, IL
1975
240

11,763

15,174

9,766

11,763

24,940

36,703

(11,975
)
24,728

14,979

Flamingo Towers
High Rise
Sep 1997
Miami Beach, FL
1960
1,227

32,430

48,808

267,185

32,434

315,989

348,423

(137,704
)
210,719

109,398

Four Quarters Habitat
Garden
Jan 2006
Miami, FL
1976
336

2,379

17,199

20,843

2,379

38,042

40,421

(21,879
)
18,542

6,781

Foxchase
Garden
Dec 1997
Alexandria, VA
1940
2,113

15,496

96,062

38,356

15,496

134,418

149,914

(73,312
)
76,602

237,881

Georgetown
Garden
Aug 2002
Framingham, MA
1964
207

12,351

13,168

2,700

12,351

15,868

28,219

(6,769
)
21,450

7,863

Georgetown II
Mid Rise
Aug 2002
Framingham, MA
1958
72

4,577

4,057

1,252

4,577

5,309

9,886

(2,595
)
7,291

2,634

Grand Pointe
Garden
Dec 1999
Columbia, MD
1972
325

2,714

16,771

5,977

2,714

22,748

25,462

(11,931
)
13,531


Heritage Park Escondido
Garden
Oct 2000
Escondido, CA
1986
196

1,055

7,565

1,659

1,055

9,224

10,279

(6,112
)
4,167

6,831

Heritage Park Livermore
Garden
Oct 2000
Livermore, CA
1988
167


10,209

1,625


11,834

11,834

(7,036
)
4,798

7,060

Heritage Village Anaheim
Garden
Oct 2000
Anaheim, CA
1986
196

1,832

8,541

1,455

1,832

9,996

11,828

(6,295
)
5,533

8,291

Hidden Cove
Garden
Jul 1998
Escondido, CA
1983
334

3,043

17,616

10,350

3,043

27,966

31,009

(14,817
)
16,192

35,320

Hidden Cove II
Garden
Jul 2007
Escondido, CA
1986
118

12,849

6,530

7,063

12,849

13,593

26,442

(7,274
)
19,168

14,310

Hillcreste
Garden
Mar 2002
Century City, CA
1989
315

35,862

47,216

18,465

35,862

65,681

101,543

(31,011
)
70,532

67,724

Hillmeade
Garden
Nov 1994
Nashville, TN
1986
288

2,872

16,070

12,287

2,872

28,357

31,229

(16,545
)
14,684

16,307

Horizons West Apartments
Mid Rise
Dec 2006
Pacifica, CA
1970
78

8,887

6,377

2,373

8,887

8,750

17,637

(3,752
)
13,885


Hunt Club
Garden
Sep 2000
Gaithersburg, MD
1986
336

17,859

13,149

9,320

17,859

22,469

40,328

(11,993
)
28,335


Hunter's Chase
Garden
Jan 2001
Midlothian, VA
1985
320

7,935

7,915

3,156

7,935

11,071

19,006

(5,032
)
13,974

14,704

Hunters Glen
Garden
Oct 1999
Plainsboro, NJ
1976
896

8,778

47,259

39,501

8,778

86,760

95,538

(63,424
)
32,114

62,228

Hyde Park Tower
High Rise
Oct 2004
Chicago, IL
1990
155

4,731

14,927

5,076

4,731

20,003

24,734

(5,429
)
19,305

13,499

Indian Oaks
Garden
Mar 2002
Simi Valley, CA
1986
254

24,523

15,801

5,323

24,523

21,124

45,647

(10,467
)
35,180


Island Club
Garden
Oct 2000
Oceanside, CA
1986
592

18,027

28,654

16,400

18,027

45,054

63,081

(27,267
)
35,814

58,917

Key Towers
High Rise
Apr 2001
Alexandria, VA
1964
140

1,526

7,050

6,794

1,526

13,844

15,370

(9,988
)
5,382

9,939

Lakeside
Garden
Oct 1999
Lisle, IL
1972
568

5,840

27,937

32,367

5,840

60,304

66,144

(40,623
)
25,521

26,830

Lakeside at Vinings Mountain
Garden
Jan 2000
Atlanta, GA
1983
220

2,111

11,862

15,536

2,111

27,398

29,509

(19,806
)
9,703

13,985

Latrobe
High Rise
Jan 2003
Washington, DC
1980
175

3,459

9,103

16,471

3,459

25,574

29,033

(17,915
)
11,118

28,460

Lincoln Place (5)
Garden
Oct 2004
Venice, CA
1951
795

128,332

10,439

331,935

44,197

342,374

386,571

(41,609
)
344,962

197,449

Lodge at Chattahoochee, The
Garden
Oct 1999
Sandy Springs, GA
1970
312

2,335

16,370

20,826

2,335

37,196

39,531

(24,539
)
14,992

20,530

Malibu Canyon
Garden
Mar 2002
Calabasas, CA
1986
698

69,834

53,438

21,973

69,834

75,411

145,245

(36,536
)
108,709

111,854

Maple Bay
Garden
Dec 1999
Virginia Beach, VA
1971
414

2,597

16,141

28,071

2,597

44,212

46,809

(30,732
)
16,077


Mariner's
Garden
Mar 2002
San Diego, CA
1984
500


66,861

7,956


74,817

74,817

(32,476
)
42,341


Meadow Creek
Garden
Jul 1994
Boulder, CO
1968
332

1,435

24,533

4,863

1,435

29,396

30,831

(15,893
)
14,938


Merrill House
High Rise
Jan 2000
Falls Church, VA
1964
159

1,836

10,831

7,558

1,836

18,389

20,225

(9,281
)
10,944

17,911

Mezzo
High Rise
Mar 2015
Atlanta, GA
2008
94

4,292

34,178

9

4,292

34,187

38,479

(1,153
)
37,326

24,962

Monterey Grove
Garden
Jun 2008
San Jose, CA
1999
224

34,325

21,939

4,178

34,325

26,117

60,442

(9,158
)
51,284


Ocean House on Prospect
Mid Rise
Apr 2013
La Jolla, CA
1970
53

12,528

18,805

14,615

12,528

33,420

45,948

(684
)
45,264

13,906

One Canal
High Rise
Sep 2013
Boston, MA
In process
310


15,873

146,811


162,684

162,684

(1
)
162,683

86,151

Pacific Bay Vistas (5)
Garden
Mar 2001
San Bruno, CA
1987
308

28,694

62,460

36,590

23,354

99,050

122,404

(14,841
)
107,563

70,356

Pacifica Park
Garden
Jul 2006
Pacifica, CA
1977
104

12,970

6,579

4,465

12,970

11,044

24,014

(5,001
)
19,013

11,687

Palazzo at Park La Brea, The
Mid Rise
Feb 2004
Los Angeles, CA
2002
521

48,362

125,464

30,633

48,362

156,097

204,459

(65,684
)
138,775

170,000

Palazzo East at Park La Brea, The
Mid Rise
Mar 2005
Los Angeles, CA
2005
611

72,578

136,503

18,586

72,578

155,089

227,667

(61,475
)
166,192

117,447

Park Towne Place
High Rise
Apr 2000
Philadelphia, PA
1959
948

10,472

47,301

213,782

10,472

261,083

271,555

(59,556
)
211,999


Parkway
Garden
Mar 2000
Willamsburg, VA
1971
148

386

2,834

2,757

386

5,591

5,977

(3,450
)
2,527



F-47

Table of Contents

 
 
 
 
 
 
(2)
(3)
 
 
 
 
 
 
 
 
(1)
 
 
 
 Initial Cost
 Cost Capitalized
December 31, 2015
 
Apartment
Date
 
 Year
 Apartment
 
 Buildings and
 Subsequent to
 
 Buildings and
(4)
 Accumulated
 Total Cost
 
Apartment Community Name
Type
Consolidated
Location
 Built
 Homes
 Land
 Improvements
 Consolidation
 Land
 Improvements
 Total
 Depreciation (AD)
  Net of AD
 Encumbrances
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Pathfinder Village
Garden
Jan 2006
Fremont, CA
1973
246

19,595

14,838

10,266

19,595

25,104

44,699

(11,145
)
33,554

39,604

Peachtree Park
Garden
Jan 1996
Atlanta, GA
1969
303

4,684

11,713

12,506

4,684

24,219

28,903

(13,562
)
15,341

7,301

Peak at Vinings Mountain, The
Garden
Jan 2000
Atlanta, GA
1980
280

2,651

13,660

18,395

2,651

32,055

34,706

(23,516
)
11,190

14,776

Plantation Gardens
Garden
Oct 1999
Plantation ,FL
1971
372

3,773

19,443

19,344

3,773

38,787

42,560

(21,336
)
21,224

21,737

Post Ridge
Garden
Jul 2000
Nashville, TN
1972
150

1,883

6,712

4,557

1,883

11,269

13,152

(7,181
)
5,971

5,465

Preserve at Marin
Mid Rise
Aug 2011
Corte Madera, CA
1964
126

18,179

30,132

81,024

18,179

111,156

129,335

(7,458
)
121,877

38,478

Ravensworth Towers
High Rise
Jun 2004
Annandale, VA
1974
219

3,455

17,157

3,055

3,455

20,212

23,667

(12,328
)
11,339

21,613

Reflections
Garden
Sep 2000
Virginia Beach, VA
1987
480

15,988

13,684

4,840

15,988

18,524

34,512

(9,758
)
24,754

29,352

River Club,The
Garden
Apr 2005
Edgewater, NJ
1998
266

30,579

30,638

3,783

30,579

34,421

65,000

(12,764
)
52,236


Riverloft
High Rise
Oct 1999
Philadelphia, PA
1910
184

2,120

11,286

29,301

2,120

40,587

42,707

(18,171
)
24,536

12,495

Riverside
High Rise
Apr 2000
Alexandria ,VA
1973
1,222

10,854

65,473

91,415

10,854

156,888

167,742

(110,957
)
56,785

114,639

Rosewood
Garden
Mar 2002
Camarillo, CA
1976
152

12,430

8,060

3,600

12,430

11,660

24,090

(5,475
)
18,615

16,697

Royal Crest Estates
Garden
Aug 2002
Warwick, RI
1972
492

22,433

24,095

4,365

22,433

28,460

50,893

(17,152
)
33,741

34,670

Royal Crest Estates
Garden
Aug 2002
Nashua, NH
1970
902

68,230

45,562

11,025

68,230

56,587

124,817

(36,300
)
88,517

32,759

Royal Crest Estates
Garden
Aug 2002
Marlborough, MA
1970
473

25,178

28,786

8,731

25,178

37,517

62,695

(20,443
)
42,252

32,188

Royal Crest Estates
Garden
Aug 2002
North Andover, MA
1970
588

51,292

36,808

21,462

51,292

58,270

109,562

(27,517
)
82,045


Savannah Trace
Garden
Mar 2001
Shaumburg, IL
1986
368

13,960

20,731

5,185

13,960

25,916

39,876

(13,367
)
26,509

24,142

Saybrook Point
Garden
Dec 2014
San Jose, CA
1995
324

32,842

84,457

625

32,842

85,082

117,924

(2,957
)
114,967

64,861

Scotchollow
Garden
Jan 2006
San Mateo, CA
1971
418

49,475

17,756

12,635

49,475

30,391

79,866

(14,101
)
65,765

75,749

Shenandoah Crossing
Garden
Sep 2000
Fairfax, VA
1984
640

18,200

57,198

19,746

18,200

76,944

95,144

(43,570
)
51,574

61,964

Springwoods at Lake Ridge
Garden
Jul 2002
Woodbridge, VA
1984
180

5,587

7,284

2,857

5,587

10,141

15,728

(3,214
)
12,514


Steeplechase
Garden
Sep 2000
Largo, MD
1986
240

3,675

16,111

4,464

3,675

20,575

24,250

(11,298
)
12,952


Sterling Apartment Homes, The
Garden
Oct 1999
Philadelphia, PA
1961
535

8,871

55,365

75,489

8,871

130,854

139,725

(49,401
)
90,324

69,983

Stone Creek Club
Garden
Sep 2000
Germantown, MD
1984
240

13,593

9,347

6,895

13,593

16,242

29,835

(10,321
)
19,514


Timbers at Long Reach Apartment Homes
Garden
Apr 2005
Columbia, MD
1979
178

2,430

12,181

496

2,430

12,677

15,107

(6,704
)
8,403

12,896

Towers Of Westchester Park, The
High Rise
Jan 2006
College Park, MD
1972
303

15,198

22,029

11,982

15,198

34,011

49,209

(13,952
)
35,257

24,952

Township At Highlands
Town Home
Nov 1996
Centennial, CO
1985
161

1,536

9,773

6,618

1,536

16,391

17,927

(10,131
)
7,796

14,738

Tremont
Mid Rise
Dec 2014
Atlanta, GA
2009
78

5,274

18,550

530

5,274

19,080

24,354

(663
)
23,691


Twin Lake Towers
High Rise
Oct 1999
Westmont, IL
1969
399

3,268

18,763

37,876

3,268

56,639

59,907

(41,472
)
18,435

31,110

Vantage Pointe
Mid Rise
Aug 2002
Swampscott, MA
1987
96

4,748

10,089

1,652

4,748

11,741

16,489

(4,312
)
12,177

4,561

Views at Vinings Mountain, The
Garden
Jan 2006
Atlanta, GA
1983
180

610

5,026

12,011

610

17,037

17,647

(15,466
)
2,181


Villa Del Sol
Garden
Mar 2002
Norwalk, CA
1972
120

7,476

4,861

2,284

7,476

7,145

14,621

(4,044
)
10,577

11,237

Village of Pennbrook
Garden
Oct 1998
Levittown, PA
1969
722

10,240

38,222

11,293

10,240

49,515

59,755

(29,580
)
30,175

44,021

Villas at Park La Brea, The
Garden
Mar 2002
Los Angeles, CA
2002
250

8,630

48,871

6,950

8,630

55,821

64,451

(25,367
)
39,084

19,248

Villas of Pasadena
Mid Rise
Jan 2006
Pasadena, CA
1973
92

9,693

6,818

1,978

9,693

8,796

18,489

(3,329
)
15,160

9,689

Vivo
High Rise
Jun 2015
Cambridge, MA
2015
91

6,450

35,974

1,332

6,450

37,306

43,756

(480
)
43,276


Waterford Village
Garden
Aug 2002
Bridgewater, MA
1971
588

29,110

28,101

3,161

29,110

31,262

60,372

(22,639
)
37,733

37,394

Waterways Village
Garden
Jun 1997
Aventura, FL
1994
180

4,504

11,064

6,180

4,504

17,244

21,748

(9,092
)
12,656


Waverly Apartments
Garden
Aug 2008
Brighton, MA
1970
103

7,920

11,347

2,289

7,920

13,636

21,556

(4,422
)
17,134

12,241

Wexford Village
Garden
Aug 2002
Worcester, MA
1974
264

6,349

17,939

1,725

6,349

19,664

26,013

(10,694
)
15,319

9,290

Willow Bend
Garden
May 1998
Rolling Meadows, IL
1969
328

2,717

15,437

26,474

2,717

41,911

44,628

(29,319
)
15,309

18,037

Windrift
Garden
Mar 2001
Oceanside, CA
1987
404

24,960

17,590

19,074

24,960

36,664

61,624

(25,511
)
36,113

41,084

Windsor Park
Garden
Mar 2001
Woodbridge, VA
1987
220

4,279

15,970

5,503

4,279

21,473

25,752

(10,732
)
15,020

17,992

Woods Of Williamsburg
Garden
Jan 2006
Williamsburg, VA
1976
125

798

3,657

1,103

798

4,760

5,558

(3,930
)
1,628


Yacht Club at Brickell
High Rise
Dec 2003
Miami, FL
1998
357

31,362

32,214

9,809

31,362

42,023

73,385

(13,309
)
60,076

47,304

Yorktown Apartments
High Rise
Dec 1999
Lombard, IL
1971
364

3,055

18,162

33,837

3,055

51,999

55,054

(23,181
)
31,873

30,328

Total Conventional Apartment Communities
 
 
 
40,226

1,834,423

3,104,080

2,606,954

1,744,952

5,711,030

7,455,982

(2,371,248
)
5,084,734

3,515,121

 
 
 
 
 
 

 

 

 

 

 

 

 

 

 


F-48

Table of Contents

 
 
 
 
 
 
(2)
(3)
 
 
 
 
 
 
 
 
(1)
 
 
 
 Initial Cost
 Cost Capitalized
December 31, 2015
 
Apartment
Date
 
 Year
 Apartment
 
 Buildings and
 Subsequent to
 
 Buildings and
(4)
 Accumulated
 Total Cost
 
Apartment Community Name
Type
Consolidated
Location
 Built
 Homes
 Land
 Improvements
 Consolidation
 Land
 Improvements
 Total
 Depreciation (AD)
  Net of AD
 Encumbrances
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Affordable Apartment Communities:
 
 
 
 
 
 
 
 
 
 
 
 
 
All Hallows
Garden
Jan 2006
San Francisco, CA
1976
157

1,338

29,770

21,196

1,338

50,966

52,304

(29,359
)
22,945

22,334

Arvada House
High Rise
Nov 2004
Arvada, CO
1977
88

405

3,314

2,289

405

5,603

6,008

(2,602
)
3,406

3,909

Bayview
Garden
Jun 2005
San Francisco, CA
1976
146

582

15,265

17,888

582

33,153

33,735

(20,987
)
12,748

11,604

Beacon Hill
High Rise
Mar 2002
Hillsdale, MI
1980
198

1,094

7,044

6,171

1,094

13,215

14,309

(6,359
)
7,950

6,774

Biltmore Towers
High Rise
Mar 2002
Dayton, OH
1980
230

1,814

6,411

13,114

1,814

19,525

21,339

(12,498
)
8,841

10,257

Butternut Creek
Mid Rise
Jan 2006
Charlotte, MI
1980
100

505

3,617

3,975

505

7,592

8,097

(5,851
)
2,246

4,047

Carriage House
Mid Rise
Dec 2006
Petersburg, VA
1885
118

716

2,886

4,233

716

7,119

7,835

(3,923
)
3,912

1,833

City Line
Garden
Mar 2002
Newport News, VA
1976
200

500

2,014

7,712

500

9,726

10,226

(4,582
)
5,644

4,324

Copperwood I Apartments
Garden
Apr 2006
The Woodlands, TX
1980
150

383

8,373

5,901

383

8,117

8,500

(6,142
)
2,358

5,156

Copperwood II Apartments
Garden
Oct 2005
The Woodlands, TX
1981
150

459

5,553

3,647

459

9,200

9,659

(5,442
)
4,217

5,320

Country Club Heights
Garden
Mar 2004
Quincy, IL
1976
200

676

5,715

5,113

676

10,828

11,504

(6,097
)
5,407

5,472

Crevenna Oaks
Town Home
Jan 2006
Burke, VA
1979
50


5,203

437


5,640

5,640

(3,181
)
2,459

2,492

Fountain Place
Mid Rise
Jan 2006
Connersville, IN
1980
102

378

2,091

3,205

378

5,296

5,674

(2,046
)
3,628

918

Hopkins Village
Mid Rise
Sep 2003
Baltimore, MD
1979
165

549

5,973

3,821

549

9,794

10,343

(4,406
)
5,937

9,100

Ingram Square
Garden
Jan 2006
San Antonio, TX
1980
120

800

3,136

5,899

800

9,035

9,835

(5,559
)
4,276

3,251

Kirkwood House
High Rise
Sep 2004
Baltimore, MD
1979
261

1,337

9,358

9,053

1,337

18,411

19,748

(8,568
)
11,180

16,000

La Salle
Garden
Oct 2000
San Francisco, CA
1976
145

1,866

19,567

17,969

1,866

37,536

39,402

(25,603
)
13,799

17,522

La Vista
Garden
Jan 2006
Concord, CA
1981
75

581

4,449

4,668

581

9,117

9,698

(3,772
)
5,926

4,950

Loring Towers
High Rise
Oct 2002
Minneapolis, MN
1975
230

886

7,445

8,220

886

15,665

16,551

(7,613
)
8,938

9,578

Loring Towers Apartments
High Rise
Sep 2003
Salem, MA
1973
250

187

14,050

7,940

187

21,990

22,177

(10,106
)
12,071

9,978

New Baltimore
Mid Rise
Mar 2002
New Baltimore, MI
1980
101

896

2,360

5,311

896

7,671

8,567

(4,208
)
4,359

1,982

Northpoint
Garden
Jan 2000
Chicago, IL
1921
304

2,510

14,334

15,511

2,510

29,845

32,355

(21,599
)
10,756

17,580

Panorama Park
Garden
Mar 2002
Bakersfield, CA
1982
66

521

5,520

1,210

521

6,730

7,251

(3,547
)
3,704

1,790

Park Place
Mid Rise
Jun 2005
St Louis, MO
1977
242

705

6,327

8,260

705

14,587

15,292

(10,771
)
4,521

8,524

Parkways, The
Garden
Jun 2004
Chicago, IL
1925
446

3,426

23,257

20,768

3,426

44,025

47,451

(25,348
)
22,103

16,953

Pavilion
High Rise
Mar 2004
Philadelphia, PA
1976
296


15,415

2,308


17,723

17,723

(9,034
)
8,689

6,585

Pleasant Hills
Garden
Apr 2005
Austin, TX
1982
100

1,229

2,631

3,859

1,229

6,490

7,719

(3,763
)
3,956

2,951

Plummer Village
Mid Rise
Mar 2002
North Hills, CA
1983
75

666

2,647

1,313

666

3,960

4,626

(2,634
)
1,992

2,336

Riverwoods
High Rise
Jan 2006
Kankakee, IL
1983
125

598

4,931

3,628

598

8,559

9,157

(3,642
)
5,515

3,493

Round Barn Manor
Garden
Mar 2002
Champaign, IL
1979
156

810

5,134

6,130

810

11,264

12,074

(4,111
)
7,963

4,210

San Jose Apartments
Garden
Sep 2005
San Antonio, TX
1970
220

234

5,770

12,398

234

18,168

18,402

(9,917
)
8,485

4,358

San Juan Del Centro
Mid Rise
Sep 2005
Boulder, CO
1971
150

439

7,110

13,147

439

20,257

20,696

(10,729
)
9,967

11,707

Shoreview
Garden
Oct 1999
San Francisco, CA
1976
156

1,476

19,071

19,803

1,476

38,874

40,350

(27,030
)
13,320

18,957

South Bay Villa
Garden
Mar 2002
Los Angeles, CA
1981
80

1,352

2,770

3,556

1,352

6,326

7,678

(5,205
)
2,473

2,752

St. George Villas
Garden
Jan 2006
St. George, SC
1984
40

107

1,025

382

107

1,407

1,514

(1,140
)
374

378

Stonegate Apts
Mid Rise
Jul 2009
Indianapolis, IN
1920
52

122

1,920

764

122

2,684

2,806

(1,478
)
1,328

1,799

Summit Oaks
Town Home
Jan 2006
Burke, VA
1980
50


5,311

444


5,755

5,755

(3,070
)
2,685

2,478

Tamarac Pines Apartments I
Garden
Nov 2004
Woodlands, TX
1980
144

363

2,775

3,366

363

6,141

6,504

(3,396
)
3,108

3,692

Tamarac Pines Apartments II
Garden
Nov 2004
Woodlands, TX
1980
156

266

3,195

4,020

266

7,215

7,481

(3,918
)
3,563

4,000

Terry Manor
Mid Rise
Oct 2005
Los Angeles, CA
1977
170

1,997

5,848

5,265

1,997

11,113

13,110

(8,419
)
4,691

6,254

Tompkins Terrace
Garden
Oct 2002
Beacon, NY
1974
193

872

6,827

14,306

872

21,133

22,005

(10,200
)
11,805

6,613

University Square
High Rise
Mar 2005
Philadelphia, PA
1978
442

702

12,201

13,014

702

25,215

25,917

(8,788
)
17,129


Van Nuys Apartments
High Rise
Mar 2002
Los Angeles, CA
1981
299

3,576

21,226

23,543

3,576

44,769

48,345

(18,832
)
29,513

24,151

Wah Luck House
High Rise
Jan 2006
Washington, DC
1982
153


7,772

661


8,433

8,433

(2,922
)
5,511

5,457

Walnut Hills
High Rise
Jan 2006
Cincinnati, OH
1983
198

826

5,608

5,635

820

11,249

12,069

(5,613
)
6,456

5,117

Washington Square West
Mid Rise
Sep 2004
Philadelphia, PA
1982
132

582

11,169

5,273

582

16,442

17,024

(11,093
)
5,931

3,474

Whitefield Place
Garden
Apr 2005
San Antonio, TX
1980
80

219

3,151

2,128

219

5,279

5,498

(2,989
)
2,509

2,028


F-49

Table of Contents

 
 
 
 
 
 
(2)
(3)
 
 
 
 
 
 
 
 
(1)
 
 
 
 Initial Cost
 Cost Capitalized
December 31, 2015
 
Apartment
Date
 
 Year
 Apartment
 
 Buildings and
 Subsequent to
 
 Buildings and
(4)
 Accumulated
 Total Cost
 
Apartment Community Name
Type
Consolidated
Location
 Built
 Homes
 Land
 Improvements
 Consolidation
 Land
 Improvements
 Total
 Depreciation (AD)
  Net of AD
 Encumbrances
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Winter Gardens
High Rise
Mar 2004
St Louis, MO
1920
112

300

3,072

4,706

300

7,778

8,078

(2,654
)
5,424

3,336

Woodland Hills
Garden
Oct 2005
Jackson, MI
1980
125

320

3,875

3,950

327

7,818

8,145

(4,662
)
3,483

3,265

Total Affordable Apartment Communities
 
 
 
7,998

40,170

373,486

357,110

40,171

724,438

764,609

(405,408
)
359,201

331,039

Other (6)
 
 
 
 

76,034

10,474

384

76,034

10,858

86,892

(1,366
)
85,526


Total
 
 
 
 
48,224

$
1,950,627

$
3,488,040

$
2,964,448

$
1,861,157

$
6,446,326

$
8,307,483

$
(2,778,022
)
$
5,529,461

$
3,846,160

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1) Date we acquired the apartment community or first consolidated the partnership which owns the apartment community.
(2) For 2008 and prior periods, costs to acquire the noncontrolling interest’s share of our consolidated real estate partnerships were capitalized as part of the initial cost.
(3) Costs capitalized subsequent to consolidation includes costs capitalized since acquisition or first consolidation of the partnership/apartment community.
(4) The aggregate cost of land and depreciable property for Federal income tax purposes was approximately $3.8 billion at December 31, 2015.
(5) The current carrying value of the apartment community reflects an impairment loss recognized during prior periods.
(6) Other includes land parcels and certain non-residential properties held for future development.
 
 
 
 
 
 

 

 

 

 

 

 

 

 

 

 
 
 
 
 
 

 

 

 

 

 

 

 

 

 


F-50

Table of Contents

APARTMENT INVESTMENT AND MANAGEMENT COMPANY
AIMCO PROPERTIES, L.P.
SCHEDULE III: REAL ESTATE AND ACCUMULATED DEPRECIATION
For the Years Ended December 31, 2015 , 2014 and 2013
(In Thousands)

 
2015
 
2014
 
2013
Real Estate
Balance at beginning of year
$
8,144,958

 
$
8,214,081

 
$
8,333,419

Additions during the year:
 
 
 
 
 
Acquisitions
147,077

 
379,187

 
66,058

Capital additions
362,948

 
367,454

 
376,038

Casualty and other write-offs (1)
(79,561
)
 
(111,068
)
 
(98,489
)
Amounts related to assets held for sale
(7,036
)
 
(38,744
)
 

Sales
(260,903
)
 
(665,952
)
 
(462,945
)
Balance at end of year
$
8,307,483

 
$
8,144,958

 
$
8,214,081

Accumulated Depreciation
Balance at beginning of year
$
2,672,179

 
$
2,822,872

 
$
2,820,765

Additions during the year:
 
 
 
 
 
Depreciation
285,514

 
265,060

 
288,666

Deductions during the year:
 
 
 
 
 
Casualty and other write-offs (1)
(78,838
)
 
(106,802
)
 
(92,775
)
Amounts related to assets held for sale
(4,427
)
 
(12,304
)
 

Sales
(96,406
)
 
(296,647
)
 
(193,784
)
Balance at end of year
$
2,778,022

 
$
2,672,179

 
$
2,822,872

(1)
Includes the write-off of fully depreciated assets totaling $76.9 million , $106.3 million and $91.9 million , during the years ended December 31, 2015 , 2014 and 2013 , respectively.


F-51



PERFORMANCE RESTRICTED STOCK AGREEMENT
(2015 Stock Award and Incentive Plan)


This PERFORMANCE RESTRICTED STOCK AGREEMENT, dated as of ______________________ (the “ Agreement ”), by and between Apartment Investment and Management Company, a Maryland corporation (the “ Company ”), and _________________ (the “ Recipient ”). Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings set forth in the Apartment Investment and Management Company 2015 Stock Award and Incentive Plan (the “ Plan ”).

WHEREAS, effective ________________________ (the “ Date of Grant ”), the Compensation and Human Resources Committee (the “ Committee ”) of the Board of Directors (the “ Board ”) of the Company granted the Recipient a Performance Restricted Stock Award, pursuant to which the Recipient shall receive shares of the Company’s Class A Common Stock, par value $0.01 per share (“ Common Stock ”), pursuant to and subject to the terms and conditions of the Plan.

NOW, THEREFORE, in consideration of the Recipient’s services to the Company and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Number of Shares and Share Price . The Company hereby grants the Recipient a Performance Restricted Stock Award (the “ Stock Award ”) with a target of _____________ shares of Common Stock (the “ Restricted Stock ”) pursuant to the terms of this Agreement and the provisions of the Plan. The target number of shares subject to this Stock Award (the “ Target Award ”) was determined by dividing $________ by $_______ per share, which was the average closing price of Aimco’s Common Stock on the New York Stock Exchange for the five trading days up to and including the Date of Grant. The Recipient may ultimately vest into more shares of Common Stock or fewer or no shares of Common Stock, as set forth in more detail in this Agreement.

2. Restrictions and Restricted Period .

(a) Restrictions . Shares of Restricted Stock granted hereunder may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of and shall be subject to a risk of forfeiture until the lapse of the Restricted Period (as defined below). The Company shall not be required (i) to transfer on its books any shares of Restricted Stock which shall have been sold or transferred in violation of any of the provisions set forth in this Agreement, or (ii) to treat as owner of such shares or to accord the right to vote as such owner or to pay dividends to any transferee to whom such shares shall have been so transferred.

(b) Lapse of Restrictions; Restricted Period . The restrictions set forth above shall lapse and the Restricted Stock shall become freely transferable ( provided , that such transfer is otherwise in accordance with federal and state securities laws) and non-forfeitable as set forth in this Section 2(b) and on Exhibit A.





(i)      The Company’s total shareholder return (as defined in more detail on Exhibit A, “ TSR ”) over the period beginning on ___________ and ending on ___________ (the “ Performance Period ”), as calculated by comparison to the indices stipulated on Exhibit A to this Agreement (and using the methodology set forth on such Exhibit A), shall be compared to the threshold, target and maximum TSR hurdles set forth on Exhibit A to determine the “ Vesting Portion ” (as defined on Exhibit A) of the Stock Award as a percentage of the Target Award. Such calculations shall be determined by the Committee no later than ___________ (the date of such determination, the “ Determination Date ”). Restrictions with respect to 50% of the related Vesting Portion of the Stock Award set forth on Exhibit A shall lapse as of the later of the Determination Date and the third anniversary of the Date of Grant (the “ Vesting Date ”), with the restrictions on the remaining 50% of such Vesting Portion lapsing on the fourth anniversary of the Date of Grant (the “ Anniversary Date ”).

(ii)      Except as set forth in Section 3, each such lapse of restrictions shall occur only if the Recipient has remained employed by the Company through the Vesting Date or the Anniversary Date, as the case may be (the “ Restricted Period ”). The portion of the Restricted Stock which does not vest as of the Vesting Date (or the Anniversary Date, as the case may be) based on TSR performance, and any related accrued but unpaid dividends that are at that time subject to restrictions as set forth herein, shall, as of the Vesting Date (or the Anniversary Date, as the case may be), be forfeited to the Company without payment of any consideration by the Company, and neither the Recipient nor any of his or her successors, heirs, assigns or personal representatives shall thereafter have any further rights or interests in such shares of Restricted Stock or certificates.

(iii)      In order to enforce the foregoing restrictions, the Committee may (A) require that the certificates representing the shares of Restricted Stock remain in the physical custody of the Company or in book entry until any or all of such restrictions expire or have been removed, and (B) cause a legend or legends to be placed on the certificates or book entry which make appropriate reference to the restrictions imposed under the Plan.

(iv)      All determinations with respect to the calculations pursuant to this Agreement shall be made in the sole discretion of the Committee.

(c) Rights of a Stockholder . From and after the Date of Grant and for so long as the Restricted Stock is held by or for the benefit of the Recipient, the Recipient shall have all the rights of a stockholder of the Company with respect to the Restricted Stock, including but not limited to the right to receive dividends and the right to vote such shares, subject to the provisions of paragraph 2(d) hereof.

(d) Dividends . Stock distributed in connection with a Common Stock split or Common Stock dividend, and other property distributed as a dividend (including cash), shall be subject to restrictions and a risk of forfeiture to the same extent as the Restricted Stock with respect to which such Common Stock or other property has been distributed. Notwithstanding the generality

2



of the foregoing, cash dividends paid on Restricted Stock shall be deferred for payment until the date of vesting (if any) of the related shares of Restricted Stock; provided such deferral is in compliance with Section 409A of the Code, in cash, shares of Common Stock or other property.

3.      Termination of Employment . Except as otherwise set forth in this Agreement, in the event that the Recipient ceases to be employed by the Company for any reason prior to the lapse of the Restricted Period, then the Restricted Stock and any accrued but unpaid dividends that are at that time subject to restrictions set forth herein, shall be forfeited to the Company without payment of any consideration by the Company, and neither the Recipient nor any of his or her successors, heirs, assigns or personal representatives shall thereafter have any further rights or interests in such shares of Restricted Stock or certificates. In the event that the Recipient’s employment with the Company is terminated due to his death or total and permanent disability, then the Restricted Period set forth in Section 2(b) hereof shall immediately lapse and the Restricted Stock shall become immediately and fully vested, with the level of TSR performance calculated as if the date of termination was the final day of the Performance Period, and as if the level of TSR performance as of such date was the higher of (a) target or (b) actual TSR performance as of such date, as determined in the sole discretion of the Committee in accordance with Section 2(b) and Exhibit A. Restricted Stock not vesting in accordance with the foregoing sentence shall be forfeited to the Company without payment of any consideration by the Company, and neither the Recipient nor any of his or her successors, heirs, assigns or personal representatives shall thereafter have any further rights or interests in such shares of Restricted Stock or certificates. For purposes of this Section 3, the Recipient’s employment will have terminated by reason of total and permanent disability if, in the reasonable and good faith judgment of the Committee, the Recipient is totally and permanently disabled and is unable to return to or perform his or her duties on a full-time basis.

4.      Change in Control . The Restricted Stock issued hereunder shall, in addition to any provisions relating to vesting contained in this Agreement, become immediately and fully vested, and the Restricted Period set forth in Section 2(b) hereof shall immediately lapse, upon the termination of the Recipient’s employment with the Company by the Company without Cause or by the Recipient for Good Reason, in either case within twelve (12) months following the occurrence of a Change in Control (as defined below), with the level of TSR performance calculated as if the date of the Change in Control was the final day of the Performance Period, and as if the level of TSR performance as of such date was the higher of (a) target or (b) actual TSR performance as of such date, as determined in the sole discretion of the Committee in accordance with Section 2(b) and Exhibit A.

(a)      For purposes of this Agreement, a “Change in Control” shall mean the occurrence of any of the following events:

(i)      an acquisition (other than directly from the Company) of any voting securities of the Company (the “Voting Securities”) by any “person” (as the term “person” is used for purposes of Section 13(d) or Section 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) immediately after which such person has “beneficial ownership” (within the meaning of Rule 13d‑3 promulgated under the Exchange Act) (“Beneficial Ownership”) of 50% or more of the combined voting power of the Company’s then outstanding Voting Securities; provided, however, in determining whether a Change in Control has occurred, the acquisition of Voting Securities in a Non-Control Acquisition (as

3



hereinafter defined) shall not constitute an acquisition that would cause a Change in Control. “Non-Control Acquisition” shall mean an acquisition (A) by or under an employee benefit plan (or a trust forming a part thereof) maintained by (1) the Company or (2) any corporation, partnership or other person of which a majority of its voting power or its equity securities or equity interest is owned directly or indirectly by the Company or in which the Company serves as a general partner or manager (a “Subsidiary”), (B) by the Company or any Subsidiary, or (C) by any person in connection with a Non-Control Transaction (as hereinafter defined). “Non-Control Transaction” shall mean a merger, consolidation, share exchange or reorganization involving the Company, in which (1) the stockholders of the Company, immediately before such merger, consolidation, share exchange or reorganization, own, directly or indirectly immediately following such merger, consolidation, share exchange or reorganization, at least 50% of the combined voting power of the outstanding voting securities of the corporation that is the successor in such merger, consolidation, share exchange or reorganization (the “Surviving Company”) in substantially the same proportion as their ownership of the Voting Securities immediately before such merger, consolidation, share exchange or reorganization, and (2) the individuals who were members of the Board of Directors of the Company immediately prior to the execution of the agreement providing for such merger, consolidation, share exchange or reorganization constitute at least 50% of the members of the board of directors of the Surviving Company;

(ii)      the individuals who constitute the Board as of the date hereof (the “Incumbent Board”) cease for any reason to constitute at least 50% of the Board; provided, however, that if the election, or nomination for election by the Company’s stockholders, of any new director was approved by a vote of at least two-thirds of the Incumbent Board, such new director shall be considered as a member of the Incumbent Board; provided, further, that no individual shall be considered a member of the Incumbent Board if such individual initially assumed office as a result of either an actual or threatened “election contest” (as described in Rule 14a-11 promulgated under the Exchange Act) (an “Election Contest”) or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board of Directors (a “Proxy Contest”) including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest; or

(iii)      the consummation of any of the following: (A) a merger, consolidation, share exchange or reorganization involving the Company (other than a Non-Control Transaction); (B) a complete liquidation or dissolution of the Company; or (C) the sale or other disposition of all or substantially all of the assets of the Company to any person (other than a transfer to a Subsidiary).

Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because any person (a “Subject Person”) acquired Beneficial Ownership of more than the permitted amount of the outstanding Voting Securities as a result of the acquisition of Voting Securities by the Company that, by reducing the number of Voting Securities outstanding, increases the proportional number of shares Beneficially Owned by such Subject Person, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of Voting Securities by the Company, and after such share acquisition by the Company, such Subject Person becomes the Beneficial Owner of any additional Voting Securities that increases the percentage of the then outstanding Voting Securities Beneficially Owned by such Subject Person, then a Change in Control shall occur.


4



(b)      “Cause” shall mean the termination of the Recipient’s employment because of the occurrence of any of the following events, as determined by the Board in accordance with the procedure below:

(i) the failure by the Recipient to attempt in good faith to perform his or her duties or to follow the lawful direction of the individual to whom the Recipient reports; provided, however, that the Company shall have provided the Recipient with written notice of such failure and the Recipient has been afforded at least fifteen (15) days to cure same;

(ii) the indictment of the Recipient for, or the Recipient’s conviction of or plea of guilty or nolo contendere to, a felony or any other serious crime involving moral turpitude or dishonesty;

(iii) the Recipient’s willfully engaging in misconduct in the performance of his or her duties (including theft, fraud, embezzlement, securities law violations, a material violation of the Company’s code of conduct or a material violation of other material written policies) that is injurious to the Company, monetarily or otherwise, in more than a de minimis manner;

(iv) the Recipient’s willfully engaging in misconduct unrelated to the performance of his or her duties for the Company that is materially injurious to the Company, monetarily or otherwise;

(v) the material breach by the Recipient of any material written agreement with the Company.

For purposes of this Section 4(b), no act, or failure to act, on the part of the Recipient shall be considered “willful” unless done, or omitted to be done, by the Recipient in bad faith and without reasonable belief that his or her action or omission was in the best interest of the Company. Any termination shall be treated as a termination for Cause only if (i) the Recipient is given at least five (5) business days’ written notice of termination specifying the alleged Cause event and shall have the opportunity to appear (with counsel) before the full Board to present information regarding his or her views on the Cause event, and (ii) after such hearing, the Recipient is terminated for Cause by at least a majority of the Board. After providing the notice of termination in the foregoing sentence, the Board may suspend the Recipient with full pay and benefits until a final determination pursuant to this Section 4(b) has been made. Notwithstanding the foregoing provisions of this Section 4(b), if the Recipient is party to an employment agreement with the Company that provides a definition of Cause, such definition shall apply instead of the foregoing provisions of this Section 4(b).

(c)      “Good Reason” shall mean (i) a reduction in the Recipient’s base salary; (ii) a material diminution in the Recipient’s title or responsibilities; or (iii) relocation of the Recipient’s primary place of employment more than fifty miles; provided, however, that the Recipient may only terminate employment for Good Reason by delivering written notice to the Board within ninety (90) days following the date on which the Recipient first knows of the event constituting Good Reason, which notice specifically identifies the facts and circumstances claimed by the Recipient to constitute Good Reason, and the Company has failed to cure such facts and circumstances within thirty (30) days after receipt of such notice; and provided further, however, that if the Recipient is party to an employment agreement with the Company that provides

5



a definition of Good Reason, such definition shall apply instead of the foregoing provisions of this Section 4(c).


5.      Tax Withholding; Tax Treatment .
    
(a)      Tax Withholding . Notwithstanding anything to the contrary, the release of the shares of Restricted Stock hereunder shall be conditioned upon the Recipient making adequate provision for federal, state or other withholding obligations, if any, which may arise upon the vesting of the Restricted Stock.

(b)      Tax Treatment . Set forth below is a brief summary as of the Date of Grant of certain United States federal tax consequences of the award of Restricted Stock. THIS SUMMARY DOES NOT ADDRESS SPECIFIC STATE, LOCAL OR FOREIGN TAX CONSEQUENCES THAT MAY BE APPLICABLE TO THE RECIPIENT. THE RECIPIENT UNDERSTANDS THAT THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE.

To ensure compliance with Treasury Department regulations, we advise you that, unless otherwise expressly indicated, any federal tax advice contained in this Agreement was not intended or written to be used, and cannot be used, for the purpose of (i) avoiding tax-related penalties under the Code or (ii) promoting, marketing or recommending to another party any tax-related matters addressed herein.

The Recipient shall recognize ordinary income at the time or times the Restricted Stock vests in an amount equal to the aggregate Fair Market Value of such shares on each such date.

The Recipient hereby acknowledges and agrees that, with respect to the grant of Restricted Stock, the Recipient will not make an election with the Internal Revenue Service electing pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended (the “ Code ”), to be taxed currently on the aggregate Fair Market Value of the Restricted Stock as of the Date of Grant. The Recipient further acknowledges and agrees that if the Recipient makes such an election, the grant of Restricted Stock shall be immediately forfeited and shall be of no further force or effect.

BY SIGNING THIS AGREEMENT, THE RECIPIENT REPRESENTS THAT HE OR SHE HAS REVIEWED WITH HIS OR HER OWN TAX ADVISORS THE FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THAT HE OR SHE IS RELYING SOLELY ON SUCH ADVISORS AND NOT ON ANY STATEMENTS OR REPRESENTATIONS OF THE COMPANY OR ANY OF ITS AGENTS. THE RECIPIENT UNDERSTANDS AND AGREES THAT HE OR SHE (AND NOT THE COMPANY) SHALL BE RESPONSIBLE FOR ANY TAX LIABILITY THAT MAY ARISE AS A RESULT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

6.      Miscellaneous .

6




(a)      Entire Agreement . This Agreement and the Plan contain the entire understanding and agreement of the Company and the Recipient concerning the subject matter hereof, and supersede all earlier negotiations and understandings, written or oral, between the parties with respect thereto.

(b)      Captions . The captions and section numbers appearing in this Agreement are inserted only as a matter of convenience. They do not define, limit, construe or describe the scope or intent of the provisions of this Agreement.

(c)      Counterparts . This Agreement may be executed in counterparts, each of which when signed by the Company or the Recipient will be deemed an original and all of which together will be deemed the same agreement.

(d)      Notices . Any notice or communication having to do with this Agreement must be given by personal delivery or by certified mail, return receipt requested, addressed, if to the Company or the Committee, to the attention of the General Counsel of the Company at the principal office of the Company and, if to the Recipient, to the Recipient’s last known address contained in the personnel records of the Company.

(e) Succession and Transfer . Each and all of the provisions of this Agreement are binding upon and inure to the benefit of the Company and the Recipient and their permitted successors, assigns and legal representatives.

(f) Amendments . Subject to the provisions of the Plan, this Agreement may be amended or modified at any time by an instrument in writing signed by the parties hereto.

(g) Governing Law . This Agreement and the rights of all persons claiming hereunder will be construed and determined in accordance with the laws of the State of Maryland without giving effect to the choice of law principles thereof.

(h) Plan Controls . This Agreement is made under and subject to the provisions of the Plan, and all of the provisions of the Plan are hereby incorporated by reference into this Agreement. In the event of any conflict between the provisions of this Agreement and the provisions of the Plan, the provisions of the Plan shall govern. By signing this Agreement, the Recipient confirms that he or she has received a copy of the Plan and has had an opportunity to review the contents thereof.

(i) No Guarantee of Continued Service . The Recipient acknowledges and agrees that nothing herein, including the opportunity to make an equity investment in the Company, shall be deemed to create any implication concerning the adequacy of the Recipient’s services to the Company, any Company Subsidiary or any Partnership or Partnership Subsidiary shall be construed as an agreement by the Company, any Company Subsidiary or any Partnership or Partnership Subsidiary, express or implied, to employ the Recipient or contract for the Recipient’s services, to restrict the right of the Company, any Company Subsidiary or any Partnership or Partnership Subsidiary, as applicable, to discharge the Recipient or cease contracting for the Recipient’s services

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or to modify, extend or otherwise affect in any manner whatsoever, the terms of any employment agreement or contract for services that may exist between the Recipient and the Company, any Company Subsidiary or any Partnership or Partnership Subsidiary, as applicable.



IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

APARTMENT INVESTMENT AND
MANAGEMENT COMPANY
 
 
 
By:
 
 
Lisa R. Cohn
 
Executive Vice President and General Counsel
 
 
RECIPIENT:
 
 
By:
 
 
 
Address




8


RESTRICTED STOCK AGREEMENT
(2015 Stock Award and Incentive Plan)


This RESTRICTED STOCK AGREEMENT, dated as of (the“Agreement”), by and between Apartment Investment and Management Company, a Maryland corporation (the “Company”), and (“Recipient”). Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings set forth in the Apartment Investment and Management Company 2015 Stock Award and Incentive Plan (the “Plan”).

WHEREAS, effective (the “Date of Grant”), the Compensation and Human Resources Committee (the “Committee”) of the Board of Directors (the “Board”) of the Company granted the Recipient a Restricted Stock Award, pursuant to which the Recipient shall receive shares of the Company’s Class A Common Stock, par value $0.01 per share (“Common Stock”), pursuant to and subject to the terms and conditions of the Plan.

NOW, THEREFORE, in consideration of the Recipient’s services to the Company and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Number of Shares and Share Price . The Company hereby grants the Recipient a Restricted Stock Award (the “Stock Award”) of shares of Common Stock (the “Restricted Stock”) pursuant to the terms of this Agreement and the provisions of the Plan. Based on the closing price on the Date of Grant, the fair market value of the shares subject to this Stock Award is $ per share.

2. Restrictions and Restricted Period .

(a) Restrictions . Shares of Restricted Stock granted hereunder may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of and shall be subject to a risk of forfeiture until the lapse of the Restricted Period (as defined below). The Company shall not be required (i) to transfer on its books any shares of Restricted Stock which shall have been sold or transferred in violation of any of the provisions set forth in this Agreement, or (ii) to treat as owner of such shares or to accord the right to vote as such owner or to pay dividends to any transferee to whom such shares shall have been so transferred.

(b) Lapse of Restrictions; Restricted Period . The restrictions set forth above shall lapse and the Restricted Stock shall become freely transferable ( provided , that such transfer is otherwise in accordance with federal and state securities laws) and non-forfeitable as follows:as to twenty five percent (25%) of the Restricted Stock on ; as to twenty five percent (25%) of the Restricted Stock on ; as to twenty five percent (25%) of the Restricted Stock on ; and as to twenty five percent (25%) of the Restricted Stock on
(the “Restricted Period”). In order to enforce the foregoing restrictions, the Board may (i) require that the certificates representing the shares of Restricted Stock remain in the physical custody of the Company or in book entry until any or all of such restrictions expire or have been removed,




and (ii) may cause a legend or legends to be placed on the certificates which make appropriate reference to the restrictions imposed under the Plan.

(c) Rights of a Stockholder . From and after the Date of Grant and for so long as the Restricted Stock is held by or for the benefit of the Recipient, the Recipient shall have all the rights of a stockholder of the Company with respect to the Restricted Stock, including but not limited to the right to receive dividends and the right to vote such shares, subject to the provisions of paragraph 2(d) hereof.

(d) Dividends . Dividends paid on Restricted Stock shall be paid at the dividend payment date for the Common Stock, or be deferred for payment to such date as determined by the Committee; provided such deferral is in compliance with Section 409A of the Code, in cash, shares of Common Stock or other property. Stock distributed in connection with a Common Stock split or Common Stock dividend, and other property distributed as a dividend (excluding cash), shall be subject to restrictions and a risk of forfeiture to the same extent as the Restricted Stock with respect to which such Common Stock or other property has been distributed.

3. Termination of Employment . Except as otherwise set forth in this Agreement, in the event that Recipient ceases to be employed by the Company for any reason prior to the lapse of the Restricted Period, then the Restricted Stock and any accrued but unpaid dividends that are at that time subject to restrictions set forth herein, shall be forfeited to the Company without payment of any consideration by the Company, and neither the Recipient nor any of his or her successors, heirs, assigns or personal representatives shall thereafter have any further rights or interests in such shares of Restricted Stock or certificates. In the event that Recipient’s employment with the Company is terminated due to his death or total and permanent disability then the Restricted Period set forth in Section 2(b) hereof shall immediately lapse as to all shares of Restricted Stock and the Restricted Stock shall become immediately fully vested. For purposes of this Section 3, Recipient’s employment will have terminated by reason of total and permanent disability if, in the reasonable and good faith judgment of the Company, the Recipient is totally and permanently disabled and is unable to return to or perform his or her duties on a full-time basis.

4. Change in Control . All unvested shares of Restricted Stock issued hereunder shall, in addition to any provisions relating to vesting contained in this Agreement, become immediately fully vested upon the termination of Recipient’s employment with the Company by the Company without Cause or by Recipient for Good Reason, in either case within twelve (12) months following the occurrence of a Change in Control (as defined below).

(a) For purposes of this Agreement, a “Change in Control” shall mean the occurrence of any of the following events:

(i) an acquisition (other than directly from the Company) of any voting securities of the Company (the “Voting Securities”) by any “person” (as the term“person” is used for purposes of Section 13(d) or Section 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) immediately after which such person has “beneficial ownership” (within the meaning

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of Rule 13d-3 promulgated under the Exchange Act) (“Beneficial Ownership”) of 50% or more of the combined voting power of the Company’s then outstanding Voting Securities; provided, however, in determining whether a Change in Control has occurred, Voting Securities that are acquired in a Non-Control Acquisition (as hereinafter defined) shall not constitute an acquisition that would cause a Change in Control. “Non-Control Acquisition” shall mean an acquisition (A) by or under an employee benefit plan (or a trust forming a part thereof) maintained by (1) the Company or (2) any corporation, partnership or other person of which a majority of its voting power or its equity securities or equity interest is owned directly or indirectly by the Company or in which the Company serves as a general partner or manager (a “Subsidiary”), (B) by the Company or any Subsidiary, or (C) by any person in connection with a Non-Control Transaction (as hereinafter defined). “Non-Control Transaction” shall mean a merger, consolidation, share exchange or reorganization involving the Company, in which (1) the stockholders of the Company, immediately before such merger, consolidation, share exchange or reorganization, own, directly or indirectly immediately following such merger, consolidation, share exchange or reorganization, at least 50% of the combined voting power of the outstanding voting securities of the corporation that is the successor in such merger, consolidation, share exchange or reorganization (the “Surviving Company”) in substantially the same proportion as their ownership of the Voting Securities immediately before such merger, consolidation, share exchange or reorganization, and (2) the individuals who were members of the Board of Directors of the Company immediately prior to the execution of the agreement providing for such merger, consolidation, share exchange or reorganization constitute at least 50% of the members of the board of directors of the Surviving Company;

(ii) the individuals who constitute the Board as of the date hereof (the “Incumbent Board”) cease for any reason to constitute at least 50% of the Board; provided, however, that if the election, or nomination for election by the Company’s stockholders, of any new director was approved by a vote of at least two-thirds of the Incumbent Board, such new director shall be considered as a member of the Incumbent Board; provided, further, that no individual shall be considered a member of the Incumbent Board if such individual initially assumed office as a result of either an actual or threatened “election contest” (as described in Rule 14a-11 promulgated under the Exchange Act) (an “Election Contest”) or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board of Directors (a “Proxy Contest”) including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest; or

(iii) the consummation of any of the following: (A) a merger, consolidation, share exchange or reorganization involving the Company (other than a Non- Control Transaction); (B) a complete liquidation or dissolution of the Company; or (C) an agreement for the sale or other disposition of all or substantially all of the assets of the Company to any person (other than a transfer to a Subsidiary).

Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because any person (a “Subject Person”) acquired Beneficial Ownership of more than the permitted amount of the outstanding Voting Securities as a result of the acquisition of Voting Securities by the Company that, by reducing the number of Voting Securities outstanding, increases the proportional number of shares Beneficially Owned by such Subject Person, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of Voting Securities by the Company, and after such share acquisition by the Company, such Subject Person becomes the Beneficial Owner of any

3



additional Voting Securities that increases the percentage of the then outstanding Voting Securities Beneficially Owned by such Subject Person, then a Change in Control shall occur.

(b) “Cause” shall mean the termination of Recipient’s employment because of the occurrence of any of the following events, as determined by the Board in accordance with the procedure below:

(i) the failure by Recipient to attempt in good faith to perform his or her duties or to follow the lawful direction of the individual to whom Recipient reports; provided, however, that the Company shall have provided Recipient with written notice of such failure and Recipient has been afforded at least fifteen (15) days to cure same;

(ii) the indictment of Recipient for, or Recipient’s conviction of or plea of guilty or nolo contendere to, a felony or any other serious crime involving moral turpitude or dishonesty;

(iii) Recipient’s willfully engaging in misconduct in the performance of his or her duties (including theft, fraud, embezzlement, securities law violations, a material violation of the Company’s code of conduct or a material violation of other material written policies) that is injurious to the Company, monetarily or otherwise, in more than a de minimis manner;

(iv) Recipient’s willfully engaging in misconduct unrelated to the performance of his or her duties for the Company that is materially injurious to the Company, monetarily or otherwise;

(v) the material breach by Recipient of any material written agreement with the Company.

For purposes of this Section 4(b), no act, or failure to act, on the part of Recipient shall be considered “willful” unless done, or omitted to be done, by Recipient in bad faith and without reasonable belief that his or her action or omission was in the best interest of the Company. Any termination shall be treated as a termination for Cause only if (i) Recipient is given at least five (5) business days’ written notice of termination specifying the alleged Cause event and shall have the opportunity to appear (with counsel) before the full Board to present information regarding his or her views on the Cause event, and (ii) after such hearing, Recipient is terminated for Cause by at least a majority of the Board. After providing the notice of termination in the foregoing sentence, the Board may suspend Recipient with full pay and benefits until a final determination pursuant to this Section 4(b) has been made. Notwithstanding the foregoing provisions of this Section 4(b), if Recipient is party to an employment agreement with the Company that provides a definition of Cause, such definition shall apply instead of the foregoing provisions of this Section 4(b).

(c) “Good Reason” mean (i) a reduction in Recipient’s base salary; (ii) a material diminution in Recipient’s title or responsibilities; or (iii) relocation of Recipient’s primary place of employment more than fifty miles; provided, however, that Recipient may only terminate employment for Good Reason by delivering written notice to the Board within ninety (90) days following the date on which Recipient first knows of the event constituting Good Reason, which notice specifically identifies

4



the facts and circumstances claimed by Recipient to constitute Good Reason, and the Company has failed to cure such facts and circumstances within thirty (30) days after receipt of such notice; and provided further, however, that if Recipient is party to an employment agreement with the Company that provides a definition of Good Reason, such definition shall apply instead of the foregoing provisions of this Section 4(c).

5. Tax Withholding; Tax Treatment .

(a) Tax Withholding . Notwithstanding anything to the contrary, the release of the shares of Restricted Stock hereunder shall be conditioned upon the Recipient making adequate provision for federal, state or other withholding obligations, if any, which may arise upon the vesting of the Restricted Stock.

(b) Tax Treatment . Set forth below is a brief summary as of the Date of Grant of certain United States federal tax consequences of the award of Restricted Stock. THIS SUMMARY DOES NOT ADDRESS SPECIFIC STATE, LOCAL OR FOREIGN TAX CONSEQUENCES THAT MAY BE APPLICABLE TO THE RECIPIENT. THE RECIPIENT UNDERSTANDS THAT THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE.

TO ENSURE COMPLIANCE WITH TREASURY DEPARTMENT REGULATIONS, WE ADVISE YOU THAT, UNLESS OTHERWISE EXPRESSLY INDICATED, ANY FEDERAL TAX ADVICE CONTAINED IN THIS AGREEMENT WAS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, FOR THE PURPOSE OF (I) AVOIDING TAX- RELATED PENALTIES UNDER THE CODE OR (II) PROMOTING, MARKETING OR RECOMMENDING TO ANOTHER PARTY ANY TAX-RELATED MATTERS ADDRESSED HEREIN.

Unless the Recipient has filed a Section 83(b) election as discussed below, the Recipient shall recognize ordinary income at the time or times the Restricted Stock vests in an amount equal to the aggregate Fair Market Value of such shares on each such date.

The Recipient hereby acknowledges that he or she has been informed that, with respect to the grant of Restricted Stock, an election may be filed by the Recipient with the Internal Revenue Service, within 30 days of the Date of Grant, electing pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”), to be taxed currently on the aggregate Fair Market Value of the Restricted Stock as of the Date of Grant.

THE RECIPIENT ACKNOWLEDGES THAT IT IS THE RECIPIENT’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b) OF THE CODE, EVEN IF THE RECIPIENT REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON THE RECIPIENT’S BEHALF.


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BY SIGNING THIS AGREEMENT, THE RECIPIENT REPRESENTS THAT HE OR SHE HAS REVIEWED WITH HIS OR HER OWN TAX ADVISORS THE FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THAT HE OR SHE IS RELYING SOLELY ON SUCH ADVISORS AND NOT ON ANY STATEMENTS OR REPRESENTATIONS OF THE COMPANY OR ANY OF ITS AGENTS. THE RECIPIENT UNDERSTANDS AND AGREES THAT HE OR SHE (AND NOT THE COMPANY) SHALL BE RESPONSIBLE FOR ANY TAX LIABILITY THAT MAY ARISE AS A RESULT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

6. Miscellaneous .

(a)     Entire Agreement . This Agreement and the Plan contain the entire understanding and agreement of the Company and the Recipient concerning the subject matter hereof, and supersede all earlier negotiations and understandings, written or oral, between the parties with respect thereto.

(b)     Captions . The captions and section numbers appearing in this Agreement are inserted only as a matter of convenience. They do not define, limit, construe or describe the scope or intent of the provisions of this Agreement.

(c)     Counterparts . This Agreement may be executed in counterparts, each of which when signed by the Company or the Recipient will be deemed an original and all of which together will be deemed the same agreement.

(d)     Notices . Any notice or communication having to do with this Agreement must be given by personal delivery or by certified mail, return receipt requested, addressed, if to the Company or the Committee, to the attention of the General Counsel of the Company at the principal office of the Company and, if to the Recipient, to the Recipient’s last known address contained in the personnel records of the Company.

(e)     Succession and Transfer . Each and all of the provisions of this Agreement are binding upon and inure to the benefit of the Company and the Recipient and their permitted successors, assigns and legal representatives.

(f)     Amendments . Subject to the provisions of the Plan, this Agreement may be amended or modified at any time by an instrument in writing signed by the parties hereto.
(g)     Governing Law . This Agreement and the rights of all persons claiming hereunder will be construed and determined in accordance with the laws of the State of Maryland without giving effect to the choice of law principles thereof.

(h)     Plan Controls . This Agreement is made under and subject to the provisions of the Plan, and all of the provisions of the Plan are hereby incorporated by reference into this Agreement. In the event of any conflict between the provisions of this Agreement and the provisions of the Plan, the provisions of the Plan shall govern. By signing this Agreement, the Recipient confirms that he or she has received a copy of the Plan and has had an opportunity to review the contents thereof.

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(i)     No Guarantee of Continued Service . The Recipient acknowledges and agrees that nothing herein, including the opportunity to make an equity investment in the Company, shall be deemed to create any implication concerning the adequacy of the Recipient’s services to the Company, any Company Subsidiary or any Partnership or Partnership Subsidiary shall be construed as an agreement by the Company, any Company Subsidiary or any Partnership or Partnership Subsidiary, express or implied, to employ the Recipient or contract for the Recipient’s services, to restrict the right of the Company, any Company Subsidiary or any Partnership or Partnership Subsidiary, as applicable, to discharge the Recipient or cease contracting for the Recipient’s services or to modify, extend or otherwise affect in any manner whatsoever, the terms of any employment agreement or contract for services that may exist between the Recipient and the Company, any Company Subsidiary or any Partnership or Partnership Subsidiary, as applicable.



IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

 
APARTMENT INVESTMENT AND
MANAGEMENT COMPANY
 
 
 
 
 
 
By:
 
 
 
Lisa R. Cohn
 
 
Executive Vice President and General Counsel
 
 
 
 
RECIPIENT:
 
 
 
 
By:
 
 
 
 
 
Address


7



NON-QUALIFIED STOCK OPTION AGREEMENT
(2015 Stock Award and Incentive Plan)


NON-QUALIFIED STOCK OPTION AGREEMENT, dated as of ___________, 20__ (the “Agreement”), by and between Apartment Investment and Management Company, a Maryland corporation (the “Company”), and ______________________ (the “Optionee”). Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings set forth in the Apartment Investment and Management Company 2015 Stock Award and Incentive Plan, as amended (the “Plan”).

WHEREAS, on _________________________ (the “Grant Date”) the Compensation and Human Resources Committee (the “Committee”) of the Board of Directors (the “Board”) of the Company awarded the Optionee a non-qualified stock option, exercisable to purchase shares of the Company’s Class A Common Stock, par value $.01 per share (“Common Stock”), pursuant to, and subject to the terms and provisions of, the Plan.

NOW, THEREFORE, in consideration of the Optionee’s services to the Company and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.      Number of Shares and Purchase Price . The Company hereby grants the Optionee a non-qualified stock option (the “Option”) to purchase ____________ shares of Common Stock (the “Option Shares”) at a purchase price per share equal to $_______ the “Exercise Price”), pursuant to the terms of this Agreement and the provisions of the Plan.

2.      Period of Option and Conditions of Exercise.

(a)      Unless the Option is previously terminated pursuant to this Agreement or the Plan, the Option shall terminate on the tenth anniversary of the Date of Grant (the “Expiration Date”). Upon the termination of the Option, all rights of the Optionee hereunder shall cease.

(b)      Subject to the provisions of the Plan and this Agreement, the Option shall become exercisable: (i) as to 25% of the Option Shares on __________________ ; (ii) as to 25% of the Option Shares on __________________ ; (iii) as to 25% of the Option Shares on __________________ ; and (iv) as to 25% of the Option Shares on __________________ .

3.      Change in Control . All unexercised and unvested stock options issued hereunder shall, in addition to any provisions relating to exercisability contained in this Agreement, become immediately fully vested and exercisable by the Optionee upon the termination of Optionee’s employment with the Company by the Company without Cause (as defined below) or by Optionee for Good Reason (as defined below), in either case within 12 months following the occurrence of a Change of Control (as defined below).

    




4.      Termination of Employment. Except as provided in this Section 4, the Option may not be exercised after the Optionee has ceased to be employed by the Company or one of its affiliates. In the event that the Optionee ceases to be employed by the Company or one of its affiliates, the Option may be exercised following such termination, as follows:

(i)      if the Optionee’s termination of employment is due to his or her death or Disability (as defined below), all unexercised and unvested stock options issued hereunder shall become immediately fully vested and exercisable by the Optionee and the Option shall remain exercisable until the Expiration Date for all Option Shares;

(ii)      if the Optionee’s termination of employment is by the Company without Cause or by Optionee for Good Reason, in either case within 12 months following the occurrence of a Change of Control, all unexercised and unvested stock options issued hereunder shall become immediately fully vested and exercisable by the Optionee (as provided for in Section 3) and the Option shall remain exercisable until the Expiration Date for all Option Shares;

(iii)      if the Optionee ceases to be employed by the Company or an affiliate other than under the circumstances described in items (i) and (ii) of this Section 4, the Option shall remain exercisable for a period of 90 days following such termination (but in no event later than the Expiration Date) with respect to all Option Shares for which the Option was otherwise exercisable as of the date of such termination, and shall thereafter terminate; and

(iv)      if the Optionee’s termination is by the Company or one of its affiliates for Cause (as defined below), the Option shall terminate immediately on the date of the such termination.

5.      Exercise of Option .

(a)      The Option may be exercised only by the Optionee or, in the event of the death or incapacity of the Optionee, the Optionee’s successor, heir or legal representative. The Option shall be exercised by delivery to the Company of (i) a written notice, substantially in the form attached hereto as Exhibit A , specify the number of Option Shares for which the Option is being exercised to purchase, and (ii) full payment of the Exercise Price for such number of Option Shares being purchased (in respect of such Option Shares, the “Total Exercise Price”), in the manner provided below, and any transfer or withholding taxes applicable thereto.

(b)      Payment of the Exercise Price for any Option Shares being purchased shall be made as follows:

(i)      The Optionee may satisfy all or any portion of the Total Exercise Price by delivery to the Company of cash, by certified or cashier’s check, or

(ii)      The Optionee may satisfy all of any portion of the Total Exercise Price by (A) assignment, transfer and delivery to the Company, free of any liens, claims or encumbrances, of shares of Common Stock that the Optionee owns, or (B) assignment and transfer to the Company, free of any liens, claims or encumbrances, of common partnership units of AIMCO Properties, L.P. (“OP Units”) that the

2



Optionee owns. If the Optionee pays by assignment, transfer and delivery of shares of Common Stock, the Optionee must include with the notice of exercise the certificates for such shares of Common Stock, either duly endorsed for transfer or accompanied by an appropriately executed stock power in favor of the Company. If the Optionee pays by assignment and transfer of OP Units, the Optionee must include with the notice of exercise a duly executed assignment of all of the Optionee’s interest in such OP Units. For purposes of this Agreement, the value of all such shares of Common Stock delivered by the Optionee will be their Fair Market Value, and the value of all OP Units assigned by the Optionee will be the Fair Market Value of the number of shares of Common Stock for which such OP Units are then subject to exchange upon a redemption of such OP Units. If the value of the shares of Common Stock delivered, or OP Units assigned, by the Optionee exceeds the amount required to be paid pursuant to this Section 5, the Company will provide to the Optionee, as soon as practicable, cash or a check in an amount equal to the value of any fractional portion of a share of Common Stock or OP Unit, and will issue a certificate to the Optionee for any whole share(s) of Common Stock or OP Units exceeding the number of shares of Common Stock or OP Units required to pay the Exercise Price for all Option Shares being purchased; or

(iii)      At the discretion of the Administrator, the Optionee may satisfy all of any portion of the Total Exercise Price by means of a cashless exercise procedure.

(c)      Not less than 100 shares of Common Stock may be purchased at any time upon the exercise of the Option, unless the number of shares of Common Stock so purchased constitutes the total number of Option Shares for which the Option is then exercisable. The Option may be exercised only to purchase whole shares of Common Stock, and in no case may a fractional share of Common Stock be purchased. The right of the Optionee to purchase Option Shares for which the Option is then exercisable may be exercised, in whole or in part, at any time or from time to time, prior to the Expiration Date.

(d)      The Company may require the Optionee to pay, prior to the delivery of any Option Shares to which the Optionee shall be entitled upon exercise of the Option, an amount equal to the Federal, state and local income taxes and other amounts required by law to be withheld by the Company with respect thereto. Alternatively, the Optionee may authorize the Company to withhold from the number of Option Shares he or she would otherwise receive upon exercise of the Option, that number of Option Shares having a Fair Market Value equal to the minimum statutory withholding taxes with respect thereto.

(e)      This Option may not be exercised unless such exercise is in compliance with the Securities Act of 1933, as amended (the “Securities Act”) and all applicable state securities laws as they are in effect on the date of exercise and the requirements of any stock exchange or national market system on which the Common Stock may be listed at the time of exercise. The Optionee understands that the Company is under no obligation to register, qualify or list the Option Shares with the Securities Exchange Commission, any state securities commission or any stock exchange or national market system to effect such compliance.

6.      Definitions . For purposes of this Agreement:

(a)      Cause ” shall mean the termination of the Optionee’s employment because of the occurrence of any of the following events, as determined by the Board in accordance with the procedure below: (i) the failure by Optionee to attempt in good faith to perform his or her duties or to follow the

3



lawful direction of the individual to whom Optionee reports; provided, however, that the Company shall have provided Optionee with written notice of such failure and Optionee has been afforded at least 15 days to cure same; (ii) the indictment of Optionee for, or Optionee’s conviction of or plea of guilty or nolo contendere to, a felony or any other serious crime involving moral turpitude or dishonesty; (iii) Optionee’s willfully engaging in misconduct in the performance of his or her duties (including theft, fraud, embezzlement, securities law violations, a material violation of the Company’s code of conduct or a material violation of other material written policies) that is injurious to the Company, monetarily or otherwise, in more than a de minimis manner; (iv) Optionee’s willfully engaging in misconduct unrelated to the performance of his or her duties for the Company that is materially injurious to the Company, monetarily or otherwise; (v) the material breach by Optionee of any material written agreement with the Company. For purposes of this Agreement, no act, or failure to act, on the part of Optionee shall be considered “willful” unless done, or omitted to be done, by Optionee in bad faith and without reasonable belief that his or her action or omission was in the best interest of the Company. Any termination shall be treated as a termination for Cause only if (i) Optionee is given at least five business days’ written notice of termination specifying the alleged Cause event and shall have the opportunity to appear (with counsel) before the full Board to present information regarding his or her views on the Cause event, and (ii) after such hearing, Optionee is terminated for Cause by at least a majority of the Board. After providing the notice of termination in the foregoing sentence, the Board may suspend Optionee with full pay and benefits until a final determination pursuant to this Section 6(a) has been made. Notwithstanding the foregoing provisions of this Section 6(a), if Optionee is party to an employment agreement with the Company that provides a definition of Cause, such definition shall apply instead of the foregoing provisions of this Section 6(a).

(b)      A “ Change in Control ” shall mean the occurrence of any of the following events:

(i)      an acquisition (other than directly from the Company) of any voting securities of the Company (the “Voting Securities”) by any “person” (as the term “person” is used for purposes of Section 13(d) or Section 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) immediately after which such person has “beneficial ownership” (within the meaning of Rule 13d‑3 promulgated under the Exchange Act) (“Beneficial Ownership”) of 50% or more of the combined voting power of the Company’s then outstanding Voting Securities; provided, however, in determining whether a Change in Control has occurred, Voting Securities that are acquired in a Non-Control Acquisition (as hereinafter defined) shall not constitute an acquisition that would cause a Change in Control. “Non-Control Acquisition” shall mean an acquisition (A) by or under an employee benefit plan (or a trust forming a part thereof) maintained by (1) the Company or (2) any corporation, partnership or other person of which a majority of its voting power or its equity securities or equity interest is owned directly or indirectly by the Company or in which the Company serves as a general partner or manager (a “Subsidiary”), (B) by the Company or any Subsidiary, or (C) by any person in connection with a Non-Control Transaction (as hereinafter defined). “Non-Control Transaction” shall mean a merger, consolidation, share exchange or reorganization involving the Company, in which (1) the stockholders of the Company, immediately before such merger, consolidation, share exchange or reorganization, own, directly or indirectly immediately following such merger, consolidation, share exchange or reorganization, at least 50% of the combined voting power of the outstanding voting securities of the corporation that is the successor in such merger, consolidation, share exchange or reorganization (the “Surviving Company”) in substantially the

4



same proportion as their ownership of the Voting Securities immediately before such merger, consolidation, share exchange or reorganization, and (2) the individuals who were members of the Board of Directors of the Company immediately prior to the execution of the agreement providing for such merger, consolidation, share exchange or reorganization constitute at least 50% of the members of the board of directors of the Surviving Company;

(ii)      the individuals who constitute the Board as of the date hereof (the “Incumbent Board”) cease for any reason to constitute at least 50% of the Board; provided, however, that if the election, or nomination for election by the Company’s stockholders, of any new director was approved by a vote of at least two-thirds of the Incumbent Board, such new director shall be considered as a member of the Incumbent Board; provided, further, that no individual shall be considered a member of the Incumbent Board if such individual initially assumed office as a result of either an actual or threatened “election contest” (as described in Rule 14a-11 promulgated under the Exchange Act) (an “Election Contest”) or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board of Directors (a “Proxy Contest”) including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest; or

(iii)      the consummation of any of the following: (A) a merger, consolidation, share exchange or reorganization involving the Company (other than a Non-Control Transaction); (B) a complete liquidation or dissolution of the Company; or (C) an agreement for the sale or other disposition of all or substantially all of the assets of the Company to any person (other than a transfer to a Subsidiary).

Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because any person (a “Subject Person”) acquired Beneficial Ownership of more than the permitted amount of the outstanding Voting Securities as a result of the acquisition of Voting Securities by the Company that, by reducing the number of Voting Securities outstanding, increases the proportional number of shares Beneficially Owned by such Subject Person, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of Voting Securities by the Company, and after such share acquisition by the Company, such Subject Person becomes the Beneficial Owner of any additional Voting Securities that increases the percentage of the then outstanding Voting Securities Beneficially Owned by such Subject Person, then a Change in Control shall occur.


(c)      The Optionee’s employment will have terminated by reason of “ Disability ” if, in the reasonable and good faith judgment of the Company, the Optionee is totally and permanently disabled and is unable to return to or perform his or her duties on a full-time basis.

(d)      Good Reason ” means (i) a reduction in Optionee’s base salary; (ii) a material diminution in Optionee’s title or responsibilities; or (iii) relocation of Optionee’s primary place of employment more than fifty miles; provided, however, that Optionee may only terminate employment for Good Reason by delivering written notice to the Board within 90 days following the date on which Optionee first knows of the event constituting Good Reason, which notice specifically identifies the facts and circumstances claimed by Optionee to constitute Good Reason, and the Company has failed to cure such facts and circumstances within 30 days after receipt of such notice; and provided further, however, that if

5



Optionee is party to an employment agreement with the Company that provides a definition of Good Reason, such definition shall apply instead of the foregoing provisions of this Section 6(d).

7.      Tax Withholding .      The Company shall have the power and the right to deduct or withhold, or require the Optionee to remit to the Company, an amount sufficient to satisfy any Federal, state, and local taxes (including the Optionee’s FICA obligation) required by law to be withheld as a result of any taxable event arising in connection with the Option, in accordance with the terms of the Plan and applicable law.

8.      No Right to Employment . Nothing in the Plan or this Agreement shall confer on the Optionee any right to continue in the employ of, or other relationship with, the Company, any Company Subsidiary, the Partnership or any Partnership Subsidiary or limit in any way the right of the Company, any Company Subsidiary, the Partnership or any Partnership Subsidiary to terminate the Optionee’s employment or other relationship at any time, with or without cause.

9.      No Rights as a Stockholder . Neither the Optionee nor any of the Optionee’s successors in interest shall have any rights as a stockholder of the Company with respect to any shares of Stock subject to the Stock Option until the date such shares are credited in electronic form in an account by the Company’s transfer agent or other designee or the date of issuance of a stock certificate for such shares.

10.      Miscellaneous .

(a)      Entire Agreement . This Agreement and the Plan contain the entire understanding and agreement of the Company and the Optionee concerning the subject matter hereof, and supersede all earlier negotiations and understandings, written or oral, between the parties with respect thereto.

(b)      Captions . The captions and section numbers appearing in this Agreement are inserted only as a matter of convenience. They do not define, limit, construe or describe the scope or intent of the provisions of this Agreement.

(c)      Counterparts . This Agreement may be executed in counterparts, each of which when signed by the Company or the Optionee will be deemed an original and all of which together will be deemed the same agree-ment.

(d)      Notices . Any notice or communication having to do with this Agreement must be given by personal delivery or by certified mail, return receipt requested, addressed, if to the Company or the Committee, to the attention of the Legal Department of the Company at the principal office of the Company and, if to the Optionee, to the Optionee’s last known address contained in the personnel records of the Company.

(e)      Succession and Transfer . Each and all of the provisions of this Agreement are binding upon and inure to the benefit of the Company and the Optionee and their successors, assigns and legal representatives; provided, however, that the Option granted hereunder shall not be transferable by the Optionee (or the Optionee’s successor or legal representative) other than by will or by the laws of descent

6



and distribution and may be exercised during the lifetime of the Optionee, only by the Optionee or by his or her guardian or legal representative.

(f)      Amendments . Subject to the provisions of the Plan, this Agreement may be amended or modified at any time by an instrument in writing signed by the parties hereto.

(g)      Governing Law . This Agreement and the rights of all persons claiming hereunder will be construed and determined in accordance with the laws of the State of Maryland without giving effect to the choice of law principles thereof.

(h)      Plan Controls . This Agreement is made under and subject to the provisions of the Plan, and all of the provisions of the Plan are hereby incorporated by reference into this Agreement. In the event of any conflict between the provisions of this Agreement and the provisions of the Plan, the provisions of the Plan shall govern. By signing this Agreement, the Optionee confirms that he or she has received a copy of the Plan and has had an opportunity to review the contents thereof.


IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

 
APARTMENT INVESTMENT AND
MANAGEMENT COMPANY
 
 
 
 
 
 
By:
 
 
Name:
Lisa R. Cohn
 
Title:
Executive Vice President
General Counsel and Secretary
 
 
 
 
OPTIONEE:
 
 
 
 
By:
 
 
Name:
 
 
 
 
 
Address


7



Exhibit A


NOTICE OF EXERCISE OF STOCK OPTION

________________, 20__

Apartment Investment and Management Company
4582 South Ulster Street
Suite 1100
Denver, CO 80237
Attn: General Counsel

Ladies and Gentlemen:

Reference is made to that certain Non-Qualified Stock Option Agreement, dated as of ____________________ (the “Agreement”), by and between Apartment Investment and Management Company (the “Company”) and ________________ .

I am hereby exercising the Option to purchase __________ option shares at the exercise price of $_______ per share, for a total exercise price of $ ___________ .

I am paying 100% of the total exercise price with respect to the option shares as follows:

___
By enclosing cash and/or a check payable to the Company in the amount of $__________ .

___
By enclosing a stock certificate duly endorsed for transfer or accompanied by an appropriately executed stock power in favor of the Company, representing _______ shares of Common Stock.

___
By enclosing a duly executed assignment of _________ units of limited partnership interest in AIMCO Properties, L.P. (“OP Units”) in favor of the Company and a certificate representing such OP Units.

___
By cashless same-day sale. I authorize my broker to pay out of my account to AIMCO, the total exercise amount listed above and, if applicable, all taxes due for a Non-Qualified stock option.

I am paying 100% of the local, state and Federal withholding taxes and/or all other taxes that the Company has advised me are due as follows:

___
By enclosing cash and/or a certified or cashier’s check payable to the Company in the amount of $______.

___
By hereby authorizing and directing the Company to withhold all amounts that the Company has advised me are due ($_________).


I acknowledge that the Company has no obligation to issue a certificate evidencing any option shares purchasable by me until the total exercise price of such option shares being exercised hereby and all applicable taxes are fully paid.
 
Very truly yours,
 
 
 
 
 
(Signature)
 
Name:
 
 
Address:
 
 
 
 
 
Phone:
 
 
SSN:
 
 
 
 

8
Exhibit 21.1
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
AIMCO PROPERTIES, L.P.
LIST OF SUBSIDIARIES

ENTITY NAME
STATE CODE
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
 
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
MD
AIMCO-GP, INC.
DE
AIMCO-LP TRUST
DE
APARTMENT INVESTMENT AND MANAGEMENT COMPANY and AIMCO PROPERTIES, L.P.
 
AIMCO PROPERTIES, L.P.
DE
RIVERCREST APARTMENTS, L.P.
SC
AP XII TWIN LAKE TOWERS, LLC
DE
CALMARK HERITAGE PARK II LIMITED PARTNERSHIP
CA
CCIP STERLING, L.P.
PA
CCP IV KNOLLWOOD, LLC
DE
POST RIDGE ASSOCIATES, LTD., LIMITED PARTNERSHIP
TN
CEDAR RIM APARTMENTS, LLC
DE
LAZY HOLLOW PARTNERS
CA
FOUR QUARTERS HABITAT APARTMENTS ASSOCIATES, LTD.
FL
NATIONAL PROPERTY INVESTORS III, LP
DE
NATIONAL PROPERTY INVESTORS 4, LP
DE
CPF CREEKSIDE, LLC
DE
PEAK AT VININGS, LLC
DE
LAKESIDE AT VININGS, LLC
DE
FOX STRATEGIC HOUSING INCOME PARTNERS, A CALIFORNIA LIMITED PARTNERSHIP
CA
CHESTNUT HILL ASSOCIATES LIMITED PARTNERSHIP
DE
AIMCO RIVERSIDE PARK, L.L.C.
DE
PARK TOWNE PLACE ASSOCIATES LIMITED PARTNERSHIP
DE
RAVENSWORTH ASSOCIATES, LLC
DE
LAFAYETTE MANOR ASSOCIATES LIMITED PARTNERSHIP
VA
RI-15 LIMITED PARTNERSHIP
DC
WASHINGTON CHINATOWN ASSOCIATES LIMITED PARTNERSHIP
DC
RIVER LOFT APARTMENTS LIMITED PARTNERSHIP
PA
UNIVERSITY PLAZA ASSOCIATES
PA
AIMCO FOXCHASE, L.P.
DE
AIMCO ELM CREEK, L.P.
DE
NATIONAL BOSTON LOFTS ASSOCIATES, LLLP
CO
NHP PARKWAY L.P.
DE
WILLIAMSBURG LIMITED PARTNERSHIP
IL
AIMCO SUNSET ESCONDIDO, L.L.C.
DE
CHANTILLY PARTNERS LIMITED PARTNERSHIP
VA
LAKE RIDGE-OXFORD ASSOCIATES LIMITED PARTNERSHIP
MD
BRANDERMILL-OXFORD ASSOCIATES LIMITED PARTNERSHIP
MD
AIMCO REFLECTIONS, LLC
DE
WESTRIDGE-OXFORD LIMITED PARTNERSHIP
MD
AIMCO SCHAUMBURG-OXFORD, LLC
DE
NASHUA-OXFORD-BAY ASSOCIATES LIMITED PARTNERSHIP
MD
FARMINGDALE-OXFORD ASSOCIATES LIMITED PARTNERSHIP
IL
WATERS LANDING PARTNERS, L.L.C.
MD
OXFORD-COLUMBIA ASSOCIATES, A MARYLAND LIMITED PARTNERSHIP
MD
NP BANK LOFTS ASSOCIATES, L.P.
CO



Exhibit 21.1
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
AIMCO PROPERTIES, L.P.
LIST OF SUBSIDIARIES

ENTITY NAME
STATE CODE
AIMCO/BLUFFS, L.L.C.
DE
AIMCO/BRANDYWINE, L.P.
DE
HUNT CLUB PARTNERS, L.L.C.
MD
LARGO PARTNERS, L.L.C.
MD
CHURCH STREET ASSOCIATES LIMITED PARTNERSHIP
IL
SOUTHRIDGE-OXFORD LIMITED PARTNERSHIP
MD
AIMCO PROPERTIES FINANCE PARTNERSHIP, L.P.
DE
AIMCO HILLMEADE, LLC
DE
AIMCO CALHOUN, L.L.C.
DE
RAMBLEWOOD LIMITED PARTNERSHIP
MI
AIMCO KEY TOWERS, L.P.
DE
AIMCO MAPLE BAY, L.L.C.
DE
AIMCO MERRILL HOUSE, L.L.C.
DE
AIMCO TOR, L.L.C.
DE
AIMCO CHELSEA LAND, L.L.C.
DE
AIMCO YORKTOWN, L.P.
DE
MAYER BEVERLY PARK LIMITED PARTNERSHIP
CA
AIMCO CANYON TERRACE, L.P.
DE
LA CRESCENT GARDENS LP
DE
LA HILLCRESTE APARTMENTS LLC
DE
LA INDIAN OAKS LP
DE
AIMCO MALIBU CANYON, LLC
DE
LINCOLN MARINERS ASSOCIATES LIMITED
CA
CAMARILLO-ROSEWOOD ASSOCIATES LIMITED PARTNERSHIP
CA
AIMCO VILLA DEL SOL, L.P.
DE
CITY LINE ASSOCIATES LIMITED PARTNERSHIP
VA
LA LAKES LP
DE
LA PARK LA BREA C LLC
DE
AIMCO SAN BRUNO APARTMENTS PARTNERS, L.P.
DE
BURKSHIRE COMMONS APARTMENTS PARTNERS, L.P.
DE
AIMCO NORTH ANDOVER, L.L.C.
DE
AIMCO VANTAGE POINTE, L.L.C.
DE
AIMCO ROYAL CREST - NASHUA, L.L.C.
DE
AIMCO GRANADA, L.L.C.
DE
AIMCO WEXFORD VILLAGE, L.L.C.
DE
AIMCO WARWICK, L.L.C.
DE
AIMCO WEXFORD VILLAGE II, L.L.C.
DE
PAVILION PRESERVATION, L.P.
DE
LAKERIDGE-ISLAND CLUB APARTMENTS PARTNERS, L.P.
DE
AIMCO 311/313 EAST 73RD STREET, LLC
DE
AIMCO COLUMBUS AVE., LLC
DE
MORTON TOWERS HEALTH CLUB, LLC
DE
LORING TOWERS PRESERVATION LIMITED PARTNERSHIP
DE
AIMCO YACHT CLUB AT BRICKELL, LLC
DE
CCIP PLANTATION GARDENS, L.L.C.
DE
BILTMORE APARTMENTS, LTD.
OH
NORTHPOINT PRESERVATION LIMITED PARTNERSHIP
DE



Exhibit 21.1
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
AIMCO PROPERTIES, L.P.
LIST OF SUBSIDIARIES

ENTITY NAME
STATE CODE
QUINCY AFFORDABLE HOUSING L.P.
IL
AIMCO 88TH STREET/SECOND AVENUE PROPERTIES, LLC
DE
AIMCO 510 EAST 88TH STREET PROPERTY, LLC
DE
AIMCO 452 EAST 78TH STREET PROPERTY, LLC
DE
LA PARK LA BREA A LLC
DE
WINTER GARDEN PRESERVATION, L.P.
MO
AIMCO 173 EAST 90TH STREET, LLC
DE
PARKWAYS PRESERVATION, L.P.
DE
AIMCO 306 EAST 89TH STREET, LLC
DE
AIMCO HYDE PARK TOWER, L.L.C.
DE
BAY PARC PLAZA APARTMENTS, L.P.
DE
AIMCO 240 WEST 73RD STREET CO-OWNER, LLC
DE
AIMCO 240 WEST 73RD STREET, LLC
DE
FINLAY INTERESTS 2, LTD.
FL
AIMCO VENEZIA, LLC
DE
ARVADA HOUSE PRESERVATION LIMITED PARTNERSHIP
CO
WATERFORD VILLAGE, L.L.C.
DE
ROYAL CREST ESTATES (MARLBORO), L.L.C.
DE
GEORGETOWN 20Y APARTMENTS, L.L.C.
DE
BAYBERRY HILL, L.L.C.
DE
AIMCO 322 EAST 61ST STREET, LLC
DE
AIMCO 1582 FIRST AVENUE, LLC
DE
AIMCO 237 NINTH AVENUE, LLC
DE
AIMCO 514 EAST 88TH STREET, LLC
DE
LA PARK LA BREA B LLC
DE
PLEASANT HILL PRESERVATION, LP
TX
WHITEFIELD PLACE PRESERVATION, LP
TX
AIMCO RIVER CLUB, LLC
DE
WASHINGTON SQUARE WEST PRESERVATION, L.P.
DE
AIMCO CHESTNUT HALL LIMITED PARTNERSHIP
DE
PARK PLACE PRESERVATION, L.P.
MO
TERRY MANOR PRESERVATION, L.P.
CA
WOODLAND HILLS PRESERVATION LIMITED PARTNERSHIP
MI
PLUMMER VILLAGE PRESERVATION, L.P.
CA
SOUTH BAY VILLA PRESERVATION, L.P.
CA
MCZ/CENTRUM FLAMINGO II, L.L.C.
DE
MCZ/CENTRUM FLAMINGO III, L.L.C.
DE
AIMCO TOWNSHIP AT HIGHLANDS APARTMENTS, LLC
DE
COPPERWOOD PRESERVATION, LP
TX
TAMARAC PINES PRESERVATION, LP
TX
AIMCO PACIFICA PARK, L.P.
DE
AIMCO ESPLANADE AVENUE APARTMENTS, LLC
DE
NEW BALTIMORE SENIOR PRESERVATION LIMITED PARTNERSHIP
MI
ALL HALLOWS PRESERVATION, L.P.
CA
BAYVIEW PRESERVATION, L.P.
CA
LA SALLE PRESERVATION, L.P.
CA
SHOREVIEW PRESERVATION, L.P.
CA



Exhibit 21.1
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
AIMCO PROPERTIES, L.P.
LIST OF SUBSIDIARIES

ENTITY NAME
STATE CODE
CHC SAN JUAN DEL CENTRO PRESERVATION LP
CO
CARRIAGE HOUSE PRESERVATION, L.P.
DE
SAN JOSE PRESERVATION, L.P.
TX
AIMCO 182-188 COLUMBUS AVENUE, LLC
DE
AIMCO 464-466 AMSTERDAM 200-210 WEST 83RD STREET, LLC
DE
AIMCO BUENA VISTA APARTMENTS, L.P.
DE
AIMCO PATHFINDER VILLAGE APARTMENTS, L.P.
DE
AIMCO SCOTCHOLLOW APARTMENTS, L.P.
DE
AIMCO WESTCHESTER PARK, LLC
DE
ROUND BARN MANOR PRESERVATION, L.P.
DE
MONROE-OXFORD ASSOCIATES LIMITED PARTNERSHIP
MD
LORING TOWERS SALEM PRESERVATION LIMITED PARTNERSHIP
MA
AIMCO FRAMINGHAM, LLC
DE
AIMCO HORIZONS WEST APARTMENTS, LLC
DE
AIMCO LEAHY SQUARE APARTMENTS, LLC
DE
FOUNTAIN PLACE PRESERVATION, L.P.
DE
RIVERWOODS PRESERVATION, L.P.
DE
TOMPKINS TERRACE, INC.
NY
LA VISTA PRESERVATION, L.P.
CA
BUTTERNUT CREEK PRESERVATION LIMITED DIVIDEND HOUSING ASSOCIATION LIMITED PARTNERSHIP
MI
VAN NUYS PRESERVATION, L.P.
CA
PANORAMA PARK PRESERVATION, L.P.
CA
CREVENNA OAKS PRESERVATION, L.P.
DE
SUMMIT OAKS PRESERVATION, L.P.
DE
WALNUT HILLS PRESERVATION, L.P.
DE
AIMCO MONTEREY GROVE APARTMENTS, LLC
DE
AIMCO WAVERLY, LLC
DE
JAMES-OXFORD LIMITED PARTNERSHIP
MD
BEACON HILL PRESERVATION LIMITED DIVIDEND HOUSING ASSOCIATION LIMITED PARTNERSHIP
MI
HOPKINS VILLAGE PRESERVATION LIMITED PARTNERSHIP
DE
KIRKWOOD HOUSE PRESERVATION LIMITED PARTNERSHIP
DE
INGRAM SQUARE PRESERVATION, L.P.
TX
HUNTERS GLEN AP XII LIMITED PARTNERSHIP
SC
FLAMINGO SOUTH ACQUISITIONS, LLC
DE
AIMCO MADERA VISTA, LLC
DE
AIMCO MILAN, LLC
DE
AIMCO BROADWAY LOFTS, L.P.
DE
AIMCO PROSPECT 400, L.P.
DE
ST. GEORGE VILLAS LIMITED PARTNERSHIP
SC
AIMCO PARK AND 12TH, LLC
DE
AIMCO ROBIN DRIVE, L.P.
DE
AIMCO PLEASANT STREET, LLC
DE
AIMCO ONE CANAL, LLC
DE
AIMCO 234 EAST 88TH ST, LLC
DE
AIMCO 518 EAST 88TH ST, LLC
DE



Exhibit 21.1
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
AIMCO PROPERTIES, L.P.
LIST OF SUBSIDIARIES

ENTITY NAME
STATE CODE
AIMCO 21 FITZSIMONS, LLC
DE
AIMCO TREMONT, LLC
DE
AIMCO BRIAR RIDGE, L.P.
DE
AIMCO EASTPOINTE, LLC
DE
UNIVERSAL BOOT SHOPS, A CALIFORNIA GENERAL PARTNERSHIP
CA
AIMCO 159 FIRST STREET, LLC
DE
AIMCO MEZZO, LLC
DE
AIMCO 270 THIRD STREET NET LESSEE, LLC
DE
AIMCO 270 THIRD STREET, LLC
DE
AIMCO INDIGO, L.P.
DE
ACTC VI MANAGER, LLC
DE
AHP ACQUISITION COMPANY, LLC
ME
AIC REIT PROPERTIES LLC
DE
AIMCO ALL HALLOWS, LLC
DE
AIMCO ANGELES GP, LLC
DE
AIMCO ARVADA HOUSE, LLC
DE
AIMCO BALAYE APARTMENTS I, LLC
DE
AIMCO BAYVIEW, LLC
DE
AIMCO BEACON HILL PRESERVATION GP, LLC
DE
AIMCO BILTMORE, LLC
DE
AIMCO BOSTON LOFTS, L.P.
DE
AIMCO BRIAR RIDGE GP, LLC
DE
AIMCO BROADWAY LOFTS GP, LLC
DE
AIMCO BUENA VISTA APARTMENTS GP, LLC
DE
AIMCO BURKSHIRE COMMONS GP, LLC
DE
AIMCO BUTTERNUT CREEK PRESERVATION GP, LLC
DE
AIMCO CALHOUN CLUB, L.L.C.
DE
AIMCO CALHOUN, INC.
DE
AIMCO CANYON TERRACE GP, LLC
DE
AIMCO CAPITAL HOLDINGS FUND VI, LLC
DE
AIMCO CAPITAL HOLDINGS FUND VII, LLC
DE
AIMCO CAPITAL TAX CREDIT FUND I, LIMITED PARTNERSHIP
CA
AIMCO CAPITAL TAX CREDIT FUND II, LLC
DE
AIMCO CAPITAL TAX CREDIT FUND III, LLC
DE
AIMCO CAPITAL TAX CREDIT FUND IV, LLC
DE
AIMCO CAPITAL TAX CREDIT FUND IX, LLC
DE
AIMCO CAPITAL TAX CREDIT FUND V, LLC
DE
AIMCO CAPITAL TAX CREDIT FUND VI, LLC
DE
AIMCO CAPITAL TAX CREDIT FUND VII, LLC
DE
AIMCO CAPITAL TAX CREDIT FUND VIII, LLC
DE
AIMCO CAPITAL TAX CREDIT I, LLC
CA
AIMCO CAPITAL TAX CREDIT MANAGEMENT II, LLC
DE
AIMCO CAPITAL, LLC
DE
AIMCO CARRIAGE HOUSE GP, LLC
DE
AIMCO CASA DEL NORTE GP, LLC
DE
AIMCO CASA DEL NORTE LP, LLC
DE
AIMCO CHESTNUT HALL GP, LLC
DE



Exhibit 21.1
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
AIMCO PROPERTIES, L.P.
LIST OF SUBSIDIARIES

ENTITY NAME
STATE CODE
AIMCO CHESTNUT HILL GP, LLC
DE
AIMCO CK PROPERTIES, LLC
DE
AIMCO CLEARING ACCOUNT, LLC
DE
AIMCO CONSTRUCTION SERVICES, LLC
DE
AIMCO COPPERWOOD, LLC
DE
AIMCO COUNTRY CLUB HEIGHTS, LLC
DE
AIMCO CREVENNA OAKS GP, LLC
DE
AIMCO EIGHTEENTH UNIVERSITY SQUARE, LLC
CO
AIMCO EIGHTH UNIVERSITY SQUARE, LLC
CO
AIMCO ELEVENTH UNIVERSITY SQUARE, LLC
CO
AIMCO ELM CREEK, LLC
DE
AIMCO EQUITY SERVICES, LLC
VA
AIMCO FIFTEENTH UNIVERSITY SQUARE, LLC
CO
AIMCO FIFTH UNIVERSITY SQUARE, LLC
CO
AIMCO FIRST UNIVERSITY SQUARE, LLC
CO
AIMCO FLAMINGO HEALTH CLUB, LLC
DE
AIMCO FOUNTAIN PLACE PRESERVATION GP, LLC
DE
AIMCO FOURTEENTH UNIVERSITY SQUARE, LLC
CO
AIMCO FOURTH UNIVERSITY SQUARE, LLC
CO
AIMCO FOXCHASE GP, LLC
DE
AIMCO GARDENS GP LLC
DE
AIMCO GP LA, L.P.
DE
AIMCO HARLEM FUNDING, LLC
DE
AIMCO HEMET DEVCO, LLC
DE
AIMCO HERMOSA TERRACE GP, LLC
DE
AIMCO HERMOSA TERRACE LP, LLC
DE
AIMCO HOLDINGS I, LLC
DE
AIMCO HOLDINGS II, LLC
DE
AIMCO HOLDINGS QRS, INC.
DE
AIMCO HOLDINGS, L.P.
DE
AIMCO HOPKINS VILLAGE PRESERVATION GP, LLC
DE
AIMCO INDIGO GP, LLC
DE
AIMCO INDIO DEVCO, LLC
DE
AIMCO INGRAM SQUARE PRESERVATION GP, LLC
DE
AIMCO IPLP, L.P.
DE
AIMCO KIRKWOOD HOUSE PRESERVATION SLP, LLC
DE
AIMCO LA JOLLA TERRACE GP, LLC
DE
AIMCO LA JOLLA TERRACE LP, LLC
DE
AIMCO LA QRS, INC.
DE
AIMCO LA SALLE, LLC
DE
AIMCO LA VISTA, LLC
DE
AIMCO LIHTC HOLDINGS, LLC
DE
AIMCO LJC, LLC
DE
AIMCO LOFTS HOLDINGS, L.P.
DE
AIMCO LORING TOWERS, LLC
DE
AIMCO LP LA, LP
DE
AIMCO MONTEREY GROVE APARTMENTS TIC 2, LLC
DE



Exhibit 21.1
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
AIMCO PROPERTIES, L.P.
LIST OF SUBSIDIARIES

ENTITY NAME
STATE CODE
AIMCO N.P. LOFTS, L.P.
DE
AIMCO NEW BALTIMORE, LLC
DE
AIMCO NINETEENTH UNIVERSITY SQUARE, LLC
CO
AIMCO NINTH UNIVERSITY SQUARE, LLC
CO
AIMCO NORTHPOINT, L.L.C.
DE
AIMCO PACIFICA GP, LLC
DE
AIMCO PALM SPRINGS DEVCO, LLC
DE
AIMCO PANORAMA PARK PRESERVATION GP, LLC
DE
AIMCO PARK LA BREA HOLDINGS, LLC
DE
AIMCO PARK LA BREA SERVICES, LLC
DE
AIMCO PARK LA BREA, INC.
MD
AIMCO PARK PLACE, LLC
DE
AIMCO PARKVIEW DEVCO, LLC
DE
AIMCO PARKWAYS GP, LLC
DE
AIMCO PATHFINDER VILLAGE APARTMENTS GP, LLC
DE
AIMCO PAVILION PRESERVATION GP, L.L.C.
DE
AIMCO PLEASANT HILL, LLC
DE
AIMCO PLUMMER VILLAGE, LLC
DE
AIMCO PROPERTIES FINANCE CORP.
DE
AIMCO PROPERTIES, LLC
DE
AIMCO PROSPECT 400 GP, LLC
DE
AIMCO QRS GP, LLC
DE
AIMCO RAMBLEWOOD, L.L.C.
DE
AIMCO RIDGEWOOD LA LOMA DEVCO, LLC
DE
AIMCO RIVERWOODS GP, LLC
DE
AIMCO ROBIN DRIVE GP, LLC
DE
AIMCO ROUND BARN MANOR GP, LLC
DE
AIMCO RUSCOMBE GARDENS SLP, LLC
DE
AIMCO SALEM PRESERVATION GP, LLC
DE
AIMCO SAN JOSE, LLC
DE
AIMCO SAN JUAN DEL CENTRO GP, LLC
DE
AIMCO SCOTCHOLLOW APARTMENTS GP, LLC
DE
AIMCO SECOND UNIVERSITY SQUARE, LLC
CO
AIMCO SELECT PROPERTIES, L.P.
DE
AIMCO SERVICE COMPANY, LLC
DE
AIMCO SEVENTEENTH UNIVERSITY SQUARE, LLC
CO
AIMCO SEVENTH UNIVERSITY SQUARE, LLC
CO
AIMCO SHOREVIEW, LLC
DE
AIMCO SIXTEENTH UNIVERSITY SQUARE, LLC
CO
AIMCO SIXTH UNIVERSITY SQUARE, LLC
CO
AIMCO SOUTH BAY VILLA, LLC
DE
AIMCO STAFFORD STUDENT APARTMENTS GP, LLC
DE
AIMCO STERLING VILLAGE DEVCO, LLC
DE
AIMCO SUMMIT OAKS GP, LLC
DE
AIMCO TAMARAC PINES, LLC
DE
AIMCO TENTH UNIVERSITY SQUARE, LLC
CO
AIMCO TERRY MANOR, LLC
DE



Exhibit 21.1
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
AIMCO PROPERTIES, L.P.
LIST OF SUBSIDIARIES

ENTITY NAME
STATE CODE
AIMCO THIRD UNIVERSITY SQUARE, LLC
CO
AIMCO THIRTEENTH UNIVERSITY SQUARE, LLC
CO
AIMCO THIRTIETH UNIVERSITY SQUARE, LLC
CO
AIMCO THIRTY EIGHTH UNIVERSITY SQUARE, LLC
CO
AIMCO THIRTY FIFTH UNIVERSITY SQUARE, LLC
CO
AIMCO THIRTY FIRST UNIVERSITY SQUARE, LLC
CO
AIMCO THIRTY FOURTH UNIVERSITY SQUARE, LLC
CO
AIMCO THIRTY SECOND UNIVERSITY SQUARE, LLC
CO
AIMCO THIRTY SEVENTH UNIVERSITY SQUARE, LLC
CO
AIMCO THIRTY SIXTH UNIVERSITY SQUARE, LLC
CO
AIMCO THIRTY THIRD UNIVERSITY SQUARE, LLC
CO
AIMCO TOMPKINS TERRACE GP, LLC
DE
AIMCO TWELFTH UNIVERSITY SQUARE, LLC
CO
AIMCO TWENTIETH UNIVERSITY SQUARE, LLC
CO
AIMCO TWENTY EIGHTH UNIVERSITY SQUARE, LLC
CO
AIMCO TWENTY FIFTH UNIVERSITY SQUARE, LLC
CO
AIMCO TWENTY FIRST UNIVERSITY SQUARE, LLC
CO
AIMCO TWENTY FOURTH UNIVERSITY SQUARE, LLC
CO
AIMCO TWENTY NINTH UNIVERSITY SQUARE, LLC
CO
AIMCO TWENTY SECOND UNIVERSITY SQUARE, LLC
CO
AIMCO TWENTY SEVENTH UNIVERSITY SQUARE, LLC
CO
AIMCO TWENTY SIXTH UNIVERSITY SQUARE, LLC
CO
AIMCO TWENTY THIRD UNIVERSITY SQUARE, LLC
CO
AIMCO UBS ACQUISITIONS, L.P.
DE
AIMCO UBS, LLC
DE
AIMCO VAN NUYS PRESERVATION, LLC
DE
AIMCO WALNUT HILLS PRESERVATION GP, LLC
DE
AIMCO WASHINGTON SQUARE WEST GP, LLC
DE
AIMCO WHITEFIELD PLACE, LLC
DE
AIMCO WINTER GARDEN, LLC
DE
AIMCO WOODLAND HILLS, LLC
DE
AIMCO/BETHESDA EMPLOYEE, L.L.C.
DE
AIMCO/BETHESDA HOLDINGS, INC.
DE
AIMCO/BRANDERMILL, L.L.C.
DE
AIMCO/FARMINGDALE, L.L.C.
DE
AIMCO/HIL, L.L.C.
DE
AIMCO/IPT, INC.
DE
AIMCO/LAKE RIDGE, L.L.C.
DE
AIMCO/LEXINGTON, L.L.C.
DE
AIMCO/NASHUA, L.L.C.
DE
AIMCO/NHP PARTNERS, L.P.
DE
AIMCO/NHP PROPERTIES, INC.
DE
AIMCO/PARK TOWNE PLACE ASSOCIATES GP, LLC
DE
AIMCO/RAVENSWORTH ASSOCIATES GP, LLC
DE
AIMCO/RIVERSIDE PARK ASSOCIATES GP, LLC
DE
AIMCO/SOUTHRIDGE, L.L.C.
DE
AIMCO THIRD UNIVERSITY SQUARE, LLC
CO



Exhibit 21.1
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
AIMCO PROPERTIES, L.P.
LIST OF SUBSIDIARIES

ENTITY NAME
STATE CODE
AIMCO/TIDEWATER, L.L.C.
DE
AIMCO/WESTRIDGE, L.L.C.
DE
AMBASSADOR APARTMENTS, L.P.
DE
AMBASSADOR IX, INC.
DE
AMBASSADOR IX, L.P.
DE
AMREAL CORPORATION
SC
ANGELES INCOME PROPERTIES 6, LP
DE
ANGELES PARTNERS XII, LP
DE
ANGELES REALTY CORPORATION II
CA
BETHESDA HOLDINGS III, LLC
DE
BRIARCLIFFE-OXFORD ASSOCIATES LIMITED PARTNERSHIP
MI
BROAD RIVER PROPERTIES, L.L.C.
DE
BROOKWOOD LIMITED PARTNERSHIP
IL
CALMARK INVESTORS, LTD., A CALIFORNIA LIMITED PARTNERSHIP
CA
CCIP STERLING, L.L.C.
DE
CCP IV ASSOCIATES, LTD.
TX
CCP/IV RESIDENTIAL GP, L.L.C.
SC
CENTURY PROPERTIES FUND XIX, LP
DE
CONCAP EQUITIES, INC.
DE
CONGRESS REALTY COMPANIES LIMITED PARTNERSHIP
MA
CONGRESS REALTY CORP.
MA
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES, LP
DE
CONSOLIDATED CAPITAL PROPERTIES IV, LP
DE
COOPER RIVER PROPERTIES, L.L.C.
DE
COVE PROPERTIES, INC.
CA
CRC CONGRESS REALTY CORP.
MA
FINLAY INTERESTS MT 2, LTD.
FL
FOX CAPITAL MANAGEMENT CORPORATION
CA
FOX PARTNERS
CA
FOX PARTNERS II
CA
FOX PARTNERS VIII
CA
FOX REALTY INVESTORS
CA
GP REAL ESTATE SERVICES II INC.
DE
GP-OP PROPERTY MANAGEMENT, LLC
DE
HC/OAC, L.L.C.
MD
HERITAGE PARK II INC.
DE
HERITAGE PARK INVESTORS, INC.
CA
HUNTER'S GLEN AP XII GP, LLC
DE
IPLP ACQUISITION I LLC
DE
ISTC CORPORATION
DE
LA BROADCAST CENTER GP LLC
DE
LA BROADCAST CENTER QRS INC.
DE
LA CANYON TERRACE QRS INC.
DE
LA CRESCENT GARDENS GP LLC
DE
LA CRESCENT GARDENS QRS INC.
DE
LA INDIAN OAKS GP LLC
DE
LA INDIAN OAKS QRS INC.
DE



Exhibit 21.1
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
AIMCO PROPERTIES, L.P.
LIST OF SUBSIDIARIES

ENTITY NAME
STATE CODE
LA JOLLA COVE MOTEL AND HOTEL APARTMENTS
CA
LA LAKES GP LLC
DE
LA LAKES QRS INC.
DE
LA MALIBU CANYON GP LLC
DE
LA MALIBU CANYON LP
DE
LA MALIBU CANYON QRS INC.
DE
LA PARK LA BREA LLC
DE
LAC PROPERTIES GP II LIMITED PARTNERSHIP
DE
LAC PROPERTIES GP III LIMITED PARTNERSHIP
DE
LAC PROPERTIES OPERATING PARTNERSHIP, L.P.
DE
LAC PROPERTIES QRS II INC.
DE
LAC PROPERTIES QRS III INC.
DE
LARGO/OAC, L.L.C.
MD
LEXINGTON-OXFORD ASSOCIATES L.P.
IN
LINCOLN PROPERTY COMPANY NO. 409, LTD.
CA
LJC ACQUISITIONS, LLC
DE
MADISON RIVER PROPERTIES, L.L.C.
DE
MAERIL, INC.
DE
MONROE CORPORATION
MD
MORTON TOWERS APARTMENTS, L.P.
DE
NATIONAL CORPORATION FOR HOUSING PARTNERSHIPS
DC
NHP A&R SERVICES, LLC
VA
NHP ACQUISITION CORPORATION
DE
NHP MID-ATLANTIC PARTNERS TWO L.P.
DE
NHP MULTI-FAMILY CAPITAL CORPORATION
DC
NHP PARKWAY ASSOCIATES L.P.
DE
NHP PARTNERS TWO LIMITED PARTNERSHIP
DE
NHP REAL ESTATE CORPORATION
DE
NHP-HDV ELEVEN, INC.
DE
NHP-HDV SEVENTEEN, INC.
DE
NHP-HDV TEN, INC.
DE
NHP-HDV TWELVE, INC.
DE
NHP-HG FOUR, INC.
VA
NHPMN MANAGEMENT, L.P.
DE
NHPMN MANAGEMENT, LLC
DE
NHPMN-GP, INC.
DE
NPI EQUITY INVESTMENTS II, INC.
FL
NPI EQUITY INVESTMENTS, INC.
FL
OAC INVESTMENT, INC.
MD
OAC L.L.C.
MD
OAC LIMITED PARTNERSHIP
MD
OAMCO VII, L.L.C.
DE
OAMCO XI, L.L.C.
DE
OAMCO XIX, L.L.C.
DE
OAMCO XIX, L.P.
DE
OAMCO XV, L.L.C.
DE
OAMCO XVI, L.L.C.
DE



Exhibit 21.1
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
AIMCO PROPERTIES, L.P.
LIST OF SUBSIDIARIES

ENTITY NAME
STATE CODE
OAMCO XXIII, L.L.C.
DE
OP PROPERTY MANAGEMENT, L.P.
DE
OP PROPERTY MANAGEMENT, LLC
DE
OXFORD APARTMENT COMPANY, INC.
MD
OXFORD ASSOCIATES '82 LIMITED PARTNERSHIP
IN
OXFORD ASSOCIATES '83 LIMITED PARTNERSHIP
IN
OXFORD ASSOCIATES '84 LIMITED PARTNERSHIP
MD
OXFORD ASSOCIATES '85 LIMITED PARTNERSHIP
MD
OXFORD CORPORATION
IN
OXFORD DEVELOPMENT CORPORATION
IN
OXFORD EQUITIES CORPORATION
IN
OXFORD EQUITIES CORPORATION II
DE
OXFORD EQUITIES CORPORATION III
DE
OXFORD HOLDING CORPORATION
MD
OXFORD INVESTMENT CORPORATION
MD
OXFORD INVESTMENT II CORPORATION
MD
OXFORD MANAGERS I LIMITED PARTNERSHIP
MD
OXFORD PARTNERS X, L.L.C.
MD
OXFORD REALTY FINANCIAL GROUP, INC.
MD
PARK LA BREA ACQUISITION, LLC
DE
RAVENSWORTH ASSOCIATES LIMITED PARTNERSHIP
DE
REEDY RIVER PROPERTIES, L.L.C.
DE
RESCORP DEVELOPMENT, INC.
IL
RI-15 GP, LLC
DE
RIVER LOFT ASSOCIATES LIMITED PARTNERSHIP
MA
RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP
DE
SHELTER PROPERTIES II LIMITED PARTNERSHIP
SC
SHELTER PROPERTIES IV LIMITED PARTNERSHIP
SC
SHELTER REALTY II CORPORATION
SC
SHELTER REALTY IV CORPORATION
SC
STAFFORD STUDENT APARTMENTS, L.P.
DE
THE NATIONAL HOUSING PARTNERSHIP
DC
TIDEWATER-OXFORD LIMITED PARTNERSHIP
MD
TOMPKINS TERRACE PRESERVATION, L.P.
DE
TUJUNGA GARDENS LIMITED PARTNERSHIP
CA
VAN NUYS PRESERVATION MT, L.P.
CA
WF-AC TAX CREDIT FUND I, L.P.
DE
WF-AC TAX CREDIT FUND I, LLC
DE
WF-AC TAX CREDIT FUND II, L.P.
DE
WF-AC TAX CREDIT FUND III, L.P.
DE
WL/OAC, L.L.C.
MD
ZIMCO XI L.L.C.
MD
ZIMCO XVIII L.L.C.
MD
ZIMCO/CHANTILLY CORPORATION
MD
ZIMCO/MONROE CORPORATION XI
MD
THE OAK PARK PARTNERSHIP LIMITED PARTNERSHIP
IL





Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statements listed below of Apartment Investment and Management Company and in the related Prospectuses of our reports dated February 26, 2016 , with respect to the consolidated financial statements and schedule of Apartment Investment and Management Company, and the effectiveness of internal control over financial reporting of Apartment Investment and Management Company, included in this Annual Report (Form 10-K) for the year ended December 31, 2015 .

Form S-3 (No. 333-828)
Form S-3 (No. 333-08997)
Form S-3 (No. 333-17431)
Form S-3 (No. 333-20755)
Form S-3 (No. 333-4546)
Form S-3 (No. 333-36531)
Form S-3 (No. 333-36537)
Form S-3 (No. 333-4542)
Form S-8 (No. 333-4550)
Form S-8 (No. 333-4548)
Form S-8 (No. 333-14481)
Form S-8 (No. 333-36803)
Form S-8 (No. 333-41719)
Form S-4 (No. 333-49075)
Form S-3 (No. 333-47201)
Form S-8 (No. 333-57617)
Form S-4 (No. 333-60663)
Form S-8 (No. 333-70409)
Form S-3 (No. 333-69121)
Form S-3 (No. 333-75109)
Form S-4 (No. 333-60355)
Form S-8 (No. 333-75349)
Form S-3 (No. 333-77257)
Form S-3 (No. 333-77067)
Form S-3 (No. 333-81689)
Form S-3 (No. 333-92743)
Form S-3 (No. 333-31718)
Form S-3 (No. 333-50742)
Form S-4 (No. 333-51154)
Form S-3 (No. 333-52808)
Form S-3 (No. 333-64460)
Form S-3 (No. 333-71002)
Form S-3 (No. 333-73162)
Form S-3 (No. 333-26415)
Form S-3 (No. 333-61409)
Form S-3 (No. 333-71452)
Form S-3 (No. 333-85844)
Form S-3 (No. 333-113977)
Form S-4 (No. 333-39357)
Form S-3 (No. 333-86200)
Form S-3 (No. 333-101735)
Form S-3 (No. 333-130735)
Form S-4 (No. 333-90590)
Form S-4 (No. 333-90588)
Form S-4 (No. 333-136801)
Form S-8 (No. 333-142466)
Form S-8 (No. 333-142467)
Form S-3 (No. 333-150342)
Form S-4 (No. 333-169870)
Form S-4 (No. 333-169353)
Form S-4 (No. 333-169869)
Form S-4 (No. 333-169873)
Form S-4 (No. 333-169871)
Form S-4 (No. 333-169872)
Form S-4 (No. 333-175844)
Form S-4 (No. 333-175842)
Form S-4 (No. 333-175843)
Form S-4 (No. 333-175848)
Form S-4 (No. 333-175846)
Form S-4 (No. 333-175847)
Form S-4 (No. 333-175853)
Form S-4 (No. 333-175850)
Form S-4 (No. 333-175851)
Form S-3ASR (No. 333-195133)
Form S-4 (No. 333-66207)
Form S-4 (No. 333-186965)
Form S-8 (No. 333-207826)
Form S-8 (No. 333-207828)
 



/s/ ERNST & YOUNG LLP

Denver, Colorado
February 26, 2016





Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We consent to the incorporation by reference in the Registration Statements listed below of AIMCO Properties, L.P. and in the related Prospectuses of our reports dated February 26, 2016 , with respect to the consolidated financial statements and schedule of AIMCO Properties, L.P., and the effectiveness of internal control over financial reporting of AIMCO Properties, L.P., included in this Annual Report (Form 10-K) for the year ended December 31, 2015 .

Form S-3ASR No. 333-195133-01
Form S-4 No. 333-60355-01
Form S-4 No. 333-90588-01
Form S-4 No. 333-90590-01
Form S-4 No. 333-136801-01
Form S-4 No. 333-169353-01
Form S-4 No. 333-169869-01
Form S-4 No. 333-169870-01
Form S-4 No. 333-169871-01
Form S-4 No. 333-169872-01
Form S-4 No. 333-169873-01
Form S-4 No. 333-175842-01
Form S-4 No. 333-175843-01
Form S-4 No. 333-175844-01
Form S-4 No. 333-175846-01
Form S-4 No. 333-175847-01    
Form S-4 No. 333-175848-01
Form S-4 No. 333-175849-01
Form S-4 No. 333-175850-01
Form S-4 No. 333-175851-01
Form S-4 No. 333-175853-01
Form S-4 No. 333-186965-01



/s/ ERNST & YOUNG LLP

Denver, Colorado
February 26, 2016



Exhibit 31.1

CHIEF EXECUTIVE OFFICER CERTIFICATION
I, Terry Considine, certify that:

1.
I have reviewed this annual report on Form 10-K of Apartment Investment and Management Company;

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: February 26, 2016
 
 
/s/ Terry Considine
 
Terry Considine
 
Chairman and Chief Executive Officer




Exhibit 31.2

CHIEF FINANCIAL OFFICER CERTIFICATION
I, Paul Beldin, certify that:

1.
I have reviewed this annual report on Form 10-K of Apartment Investment and Management Company;

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: February 26, 2016

 
/s/ Paul Beldin
 
Paul Beldin
 
Executive Vice President and Chief
 
Financial Officer



Exhibit 31.3

CHIEF EXECUTIVE OFFICER CERTIFICATION
I, Terry Considine, certify that:

1.
I have reviewed this annual report on Form 10-K of AIMCO Properties, L.P.;

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: February 26, 2016
 
 
/s/ Terry Considine
 
Terry Considine
 
Chairman and Chief Executive Officer


Exhibit 31.4

CHIEF FINANCIAL OFFICER CERTIFICATION
I, Paul Beldin, certify that:

1.
I have reviewed this annual report on Form 10-K of AIMCO Properties, L.P.;

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: February 26, 2016

 
/s/ Paul Beldin
 
Paul Beldin
 
Executive Vice President and Chief Financial Officer

Exhibit 32.1
Certification of CEO Pursuant to
18 U.S.C. Section 1350,
As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the quarterly report of Apartment Investment and Management Company (the “Company”) on Form 10-K for the period ended December 31, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:

(1)
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
/s/ Terry Considine
 
Terry Considine
 
Chairman and Chief Executive Officer
 
February 26, 2016
 

/s/ Paul Beldin
 
Paul Beldin
 
Executive Vice President and Chief Financial Officer
 
February 26, 2016
 




Exhibit 32.2

Certification of CEO Pursuant to
18 U.S.C. Section 1350,
As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the quarterly report of AIMCO Properties, L.P. (the “Partnership”) on Form 10-K for the period ended December 31, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:

(1)
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.
 
/s/ Terry Considine
 
Terry Considine
 
Chairman and Chief Executive Officer
 
February 26, 2016
 

/s/ Paul Beldin
 
Paul Beldin
 
Executive Vice President and Chief Financial Officer
 
February 26, 2016
 






Exhibit 32.3

Certification of CEO Pursuant to
18 U.S.C. Section 1350,
As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the annual report of AIMCO Properties, L.P. (the “Partnership”) on Form 10-K for the period ended December 31, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Terry Considine, as Chief Executive Officer of the Partnership hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:

(1)
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
/s/ Terry Considine
 
Terry Considine
 
Chairman and Chief Executive Officer
 
February 26, 2016
 





Exhibit 32.4

Certification of CFO Pursuant to
18 U.S.C. Section 1350,
As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the annual report of AIMCO Properties, L.P. (the “Partnership”) on Form 10-K for the period ended December 31, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Paul Beldin, as Chief Financial Officer of the Partnership hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:

(1)
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Paul Beldin
 
Paul Beldin
 
Executive Vice President and Chief Financial Officer
 
February 26, 2016
 





Exhibit 99.1

Agreement Regarding Disclosure of Long-Term Debt Instruments

In reliance upon Item 601(b)(4)(iii)(A) of Regulation S-K, Apartment Investment and Management Company, a Maryland corporation (the "Company"), has not filed as an exhibit to its annual report on Form 10-K for the quarterly period ended December 31, 2015 , any instrument with respect to long-term debt not being registered where the total amount of securities authorized thereunder does not exceed ten percent of the total assets of the Company and its subsidiaries on a consolidated basis. Pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, the Company hereby agrees to furnish a copy of any such agreement to the Securities and Exchange Commission upon request.

 
By:
/s/ Paul Beldin
 
Paul Beldin
 
Executive Vice President and Chief Financial Officer
 
February 26, 2016





Exhibit 99.2

Agreement Regarding Disclosure of Long-Term Debt Instruments

In reliance upon Item 601(b)(4)(iii)(A) of Regulation S-K, AIMCO Properties, L.P., a Delaware limited partnership (the "Partnership"), has not filed as an exhibit to its annual report on Form 10-K for the quarterly period ended December 31, 2015 , any instrument with respect to long-term debt not being registered where the total amount of securities authorized thereunder does not exceed ten percent of the total assets of the Partnership and its subsidiaries on a consolidated basis. Pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, the Partnership hereby agrees to furnish a copy of any such agreement to the Securities and Exchange Commission upon request.

 
By:
/s/ Paul Beldin
 
Paul Beldin
 
Executive Vice President and Chief Financial Officer
 
February 26, 2016