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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, 2014
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 ofincorporation or organization)		(I.R.S. EmployerIdentification 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.)

UNITED STATES

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

SECURITIES AND EXCHANGE COMMISSION

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

Washington, D.C. 20549

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 $4.7 billion as of June 30, 2014. As of February 20, 2015, there were 156,277,762 shares of Class A Common Stock outstanding.
As of February 20, 2015, there were 163,916,771 shares of Partnership Common Units outstanding.

_________________________________________________________________________________

~~_______________________________________________________~~Form 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 28, 2015, are incorporated by reference into Part III of this Annual Report.10-K

~~Table~~(Mark ~~of Contents~~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, 2024


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 0-24497

APARTMENT INCOME REIT, L.P.

(Exact name of registrant as specified in its charter)


Delaware			84-1275621
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
345 Park Avenue
New York, New York			10154
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code (212) 583-5000

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

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Not Applicable

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

Partnership Common Units

(title of each class)

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

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

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

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. o

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o

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

As of March 10, 2025, the registrant had 1,579 holders of record of common OP Units outstanding.

_________________________________________________________________________________

Documents Incorporated by Reference

None.

Table of Content

EXPLANATORY NOTE

~~This~~On ~~filing~~June ~~combines~~28, 2024, Apartment Income REIT Corp., a Maryland corporation (“AIR”), completed the ~~Annual~~previously ~~Reports~~announced ontransactions ~~Form~~contemplated ~~10-K~~by ~~for~~that certain Agreement and Plan of Merger, dated as of April 7, 2024 (the ~~fiscal~~“Merger ~~year~~Agreement”), ~~ended~~by ~~December 31~~and among AIR, ~~2014~~Apex Purchaser LLC, ofa ~~Apartment~~Delaware ~~Investment~~limited liability company (“Buyer 1”), Aries Purchaser LLC, a Delaware limited liability company (“Buyer 2”), Astro Purchaser LLC, a Delaware limited liability company (“Buyer 3” and, ~~Management~~together ~~Company~~with Buyer 1 and Buyer 2, orcollectively, ~~Aimco~~the “Parent Entities”), and ~~AIMCO~~Astro ~~Properties~~Merger Sub, Inc., a Maryland corporation and a wholly owned subsidiary of the Parent Entities (“Merger Sub” and, together with the Parent Entities, the “Parent Parties”). The Parent Parties are affiliates of Blackstone Real Estate Partners X L.P., orwhich ~~the~~is ~~Aimco~~an ~~Operating~~affiliate ~~Partnership~~of Blackstone Inc. ~~Where~~ it(“Blackstone”). isPursuant ~~important~~to the terms and subject to ~~distinguish~~the ~~between~~conditions set forth in the ~~two~~Merger ~~entities~~Agreement, weMerger ~~refer~~Sub tomerged ~~them~~with ~~specifically. Otherwise,~~and ~~references~~into toAIR ~~“we,”~~(the “usMerger”) orat the closing (the “~~our~~Closing”) ~~mean~~of ~~collectively~~the ~~Aimco~~Merger, with AIR surviving, and the ~~Aimco~~separate ~~Operating~~existence ~~Partnership~~of Merger Sub ceased. As a result of the Merger and ~~their~~the ~~consolidated~~related ~~subsidiaries~~transactions, AIR became a subsidiary of the Parent Entities.

~~Aimco,~~Effective aas ~~Maryland~~of ~~corporation,~~July ~~is a self-administered and self-managed real estate investment trust~~1, ~~or REIT. Aimco~~2024, ~~through~~AIR ~~wholly-owned~~converted ~~subsidiaries,~~from isa ~~the~~Maryland ~~general~~corporation ~~and~~to ~~special limited partner of and, as of December 31, 2014, owned~~ a ~~95.0%~~Delaware ~~ownership~~limited ~~interest~~liability incompany (the ~~common~~“Company ~~partnership~~Conversion”) ~~units~~with ~~of,~~ the ~~Aimco~~name ~~Operating~~“Apartment ~~Partnership. The~~Income ~~remaining~~REIT ~~5.0%~~LLC” ~~interest~~and iscontinues ~~owned~~to bybe ~~limited~~managed ~~partners. As~~by ~~the~~a ~~sole~~Board ~~general partner~~ of ~~the Aimco Operating Partnership, Aimco has exclusive control of the Aimco Operating Partnership’s day-to-day management~~Directors.

~~The~~In ~~Aimco~~connection ~~Operating~~with ~~Partnership~~the ~~holds~~Company ~~all~~Conversion, ofcertain ~~Aimco’s~~subsidiaries ~~assets~~of ~~and~~AIR ~~manages~~were ~~the~~also ~~daily~~converted ~~operations~~to oflimited ~~Aimco’s~~liability ~~business. Pursuant~~companies, toincluding the ~~Aimco~~general ~~Operating~~partner ~~Partnership~~of ~~agreement,~~Apartment ~~Aimco~~Income isREIT, ~~required~~L.P. to(“AIR ~~contribute~~Operating toPartnership” ~~the~~or ~~Aimco~~ “Operating Partnership”), ~~any~~which ~~assets~~converted ~~which~~from ita ~~may~~Delaware ~~acquire~~corporation ~~including~~to ~~all~~a ~~proceeds~~Delaware ~~from~~limited ~~the~~liability ~~offerings~~company ofwith ~~its~~the ~~securities. In~~name ~~exchange~~“AIR-GP ~~for~~LLC” (the ~~contribution~~“General Partner”). As a result of ~~these~~such ~~assets~~conversion, ~~Aimco~~the ~~receives~~General ~~additional~~Partner ~~interests~~is innow ~~the~~managed ~~Aimco~~by ~~Operating~~its ~~Partnership~~sole ~~with~~member ~~similar~~rather ~~terms~~than (ea board.g. In turn, ifthat ~~Aimco~~sole ~~contributes~~member ~~proceeds~~is ofmanaged aby ~~stock~~its ~~offering~~sole member, ~~Aimco~~AIR, ~~receives~~under ~~partnership~~the ~~units~~direction ~~with~~of ~~terms~~AIR’s ~~substantially~~Board ~~similar~~of toDirectors, which effectively serves the ~~stock~~function ~~issued~~as byour ~~Aimco)~~Board of Directors.

WePrior ~~believe~~to ~~combining~~ the Closing, AIR and AIR Operating Partnership jointly filed periodic and annual reports. In connection with the completion of ~~Aimco~~the Merger, trading of AIR Common Stock on the New York Stock Exchange was suspended prior to the opening of trading on June 28, 2024, and on July 8, 2024, AIR terminated the ~~Aimco~~registration of shares of its Common Stock under Section 12(g) of the Exchange Act and suspended its reporting obligations under Section 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) with respect to shares of its Common Stock. The AIR Operating Partnership, ~~into~~however, ~~this~~remains ~~single~~required ~~report~~to ~~provides~~file annual, quarterly and current reports with the ~~following~~Securities ~~benefits:~~and Exchange Commission (“SEC”) under Section 12(g) of the Exchange Act as a result of the number of holders of common OP Units. The Operating Partnership will not be eligible to cease its public reporting unless it has fewer than 300 holders of its common OP Units. As of December 31, 2024, there were 1,590 holders of record of common OP Units.

•AIR WeOperating ~~present~~Partnership’s ~~our~~consolidated ~~business~~financial asstatements ainclude ~~whole,~~the inaccounts of the ~~same~~AIR ~~manner~~Operating ~~our~~Partnership ~~management~~and ~~views~~its consolidated subsidiaries. Except as the context otherwise requires, “we,” “our,” and ~~operates~~“us” refer to the ~~business;~~AIR Operating Partnership, and its consolidated subsidiaries, collectively.

•Table ~~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~~Content

•APARTMENT WeINCOME ~~save~~REIT, ~~time and cost through the preparation of a single combined report rather than two separate reports~~L.P.

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 Aimco’s shareholders’ equity and the Aimco Operating Partnership’s 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 Exhibit 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, ~~2014~~ 2024

Item		~~Page~~		Page
	~~PART I~~		PART I
1.	~~Business~~	2	Business	2
1A.	~~Risk Factors~~	7	Risk Factors	4
1B.	~~Unresolved Staff Comments~~	13	Unresolved Staff Comments	16
2.	Properties	14
1C.			Cybersecurity	16
3.	Legal Proceedings	15
2.			Properties	17
4.	Mine Safety Disclosures	15
3.			Legal Proceedings	17
	PART II
4.			Mine Safety Disclosures	17
5.	Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	15
			PART II
6.	Selected Financial Data	18
5.			Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities	18
7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
6.			Reserved	18
7A.	Quantitative and Qualitative Disclosures About Market Risk	41
7.			Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
8.	Financial Statements and Supplementary Data	41
7A.			Quantitative and Qualitative Disclosures About Market Risk	24
9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	41
8.			Financial Statements and Supplementary Data	25
9A.	Controls and Procedures	42
9.			Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	25
9B.	Other Information	46
9A.			Controls and Procedures	25
	PART III
9B.			Other Information	26
10.	Directors, Executive Officers and Corporate Governance	46
9C.			Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	26
11.	Executive Compensation	46
			PART III
12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	46
10.			Directors, Executive Officers and Corporate Governance	27
13.	Certain Relationships and Related Transactions, and Director Independence	46
11.			Executive Compensation	30
14.	Principal Accounting Fees and Services	46
12.			Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	48
	PART IV
13.			Certain Relationships and Related Transactions, and Director Independence	49
15.	Exhibits and Financial Statement Schedules	47
14.			Principal Accountant Fees and Services	50
			PART IV
15.			Exhibits and Financial Statement Schedules	51
16.			Form 10-K Summary	52

Table of ~~Contents~~Content

FORWARD-LOOKING STATEMENTS

~~The~~This ~~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~~federal securities laws, including, without limitation, statements regarding: the payment of distributions in the future; our ability to maintain current or meet projected occupancy;, rental ~~rates~~rate and property operating results; ~~the~~expectations ~~effect~~regarding ofconsumer ~~acquisitions~~demand, ~~dispositions,~~growth ~~developments~~in revenue and ~~redevelopments;~~strength ~~our~~of ~~ability~~other toperformance ~~meet~~metrics ~~budgeted costs~~ and ~~timelines,~~models; ~~and~~the ~~achieve~~effect ~~budgeted~~of ~~rental~~and ~~rates~~expectations ~~related~~regarding todispositions ~~our~~and ~~development~~the ~~and~~use ~~redevelopment~~of ~~investments~~proceeds thereof; ~~expectations~~the ~~regarding~~availability ~~sales~~and cost of debt; our ~~apartment~~ability ~~communities~~to ~~and~~comply ~~the~~with ~~use~~debt ofcovenants; ~~proceeds~~and ~~thereof;~~risks related to the ~~use~~provision of ~~proceeds~~property ~~from~~management ~~our~~services ~~January~~to ~~2015~~third ~~common~~parties ~~stock offering;~~ and our ability to ~~comply~~collect ~~with~~property ~~debt~~management ~~covenants,~~and ~~including~~asset ~~financial~~management ~~coverage~~related ~~ratios~~fees.

~~Actual~~These ~~results~~forward-looking ~~may~~statements ~~differ~~are ~~materially~~based ~~from~~on ~~those~~management’s ~~described~~current inexpectations, ~~these~~estimates ~~forward-looking~~and ~~statements~~assumptions and, insubject ~~addition,~~to ~~may~~risks beand ~~affected~~uncertainties, bythat acould ~~variety~~cause ofactual ~~risks~~results ~~and~~to ~~factors,~~differ ~~some~~materially offrom ~~which~~such ~~are~~forward-looking ~~beyond our control~~statements, including, ~~without~~but ~~limitation~~not limited to: real estate and operating risks, including fluctuations in real estate values and the general economic climate in the markets in which we operate and competition for residents in such markets; ~~the~~national ~~timing~~and oflocal ~~acquisitions~~economic conditions, ~~dispositions~~including inflation, ~~redevelopments~~the ~~and~~pace ~~developments;~~of ~~financing~~job ~~risks~~growth, ~~including~~ the ~~availability~~level ~~and cost~~ of ~~financing~~unemployment, and recession; the ~~risk~~amount, ~~that~~location, ~~our~~and ~~cash~~quality ~~flows~~of ~~from~~competitive ~~operations~~new ~~may~~housing besupply, ~~insufficient~~which tomay ~~meet~~be ~~required~~impacted ~~payments~~by ofglobal ~~principal~~supply ~~and~~chain ~~interest~~disruptions; the ~~risk~~timing ~~that~~and ~~our~~effects ~~earnings~~of ~~may~~acquisitions ~~not~~and bedispositions; ~~sufficient~~changes toin ~~maintain~~operating ~~compliance~~costs, ~~with~~including ~~debt~~energy ~~covenants~~costs; ~~national~~negative ~~and local~~ economic conditions, ~~including~~in our geographies of operation; the ~~pace~~ability of ~~job~~AIR ~~growth~~Operating ~~and~~Partnership ~~the~~to ~~level~~hire ofand ~~unemployment~~retain key personnel; ~~the~~AIR ~~terms~~Operating ofPartnership's ~~governmental~~ability ~~regulations~~to ~~that~~maintain ~~affect~~current usor ~~and~~meet ~~interpretations~~projected ofoccupancy, ~~those~~rental ~~regulations~~rate, and property operating results; ~~the~~expectations ~~competitive~~regarding ~~environment~~sales inof ~~which~~apartment wecommunities ~~operate~~and the use of proceeds thereof; insurance ~~risk~~risks, including the cost of insurance;, and natural disasters and severe weather such as hurricanes; ~~litigation~~financing risks, including interest rate changes and the availability and cost of financing; the risk that cash flows from operations may be insufficient to meet required payments of principal and interest; the risk that earnings may not be sufficient to maintain compliance with debt covenants; legal and regulatory risks, including costs associated with prosecuting or defending claims and any adverse outcomes; ~~energy~~the ~~costs~~terms of laws and governmental regulations that affect us and interpretations of those laws and regulations; 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~~AIR ~~addition,~~Operating ~~our~~Partnership; ~~current~~risks ~~and~~associated ~~continuing~~with ~~qualification~~the asMerger; aunpredictability ~~real~~and ~~estate~~severity ~~investment~~of ~~trust~~catastrophic ~~involves~~events, ~~the~~including ~~application~~but ofnot ~~highly~~limited ~~technical~~to ~~and~~acts ~~complex~~of ~~provisions~~terrorism, outbreaks of ~~the~~war ~~Internal~~or ~~Revenue~~hostilities ~~Code~~or ~~and~~a ~~depends~~pandemic, onas ~~our~~well ~~ability~~as management’s response to ~~meet~~any of the ~~various~~aforementioned ~~requirements~~factors; ~~imposed~~and bythose other risks and uncertainties are described in the ~~Internal~~section ~~Revenue~~entitled ~~Code,~~“Risk ~~through~~Factors” ~~actual~~described ~~operating~~in ~~results,~~Item ~~distribution~~1A ~~levels~~of this Annual Report and ~~diversity~~subsequent offilings ~~stock~~with ~~ownership~~the SEC.

~~Readers~~The ~~should~~forward-looking ~~carefully~~statements ~~review~~relate ~~our~~only ~~financial~~to ~~statements~~events ~~and~~as of the ~~notes~~date ~~thereto,~~on which the statements are made. We do not undertake any obligation to publicly update or review any forward-looking statement except as ~~well~~required by law, whether as ~~the~~a ~~section~~result ~~entitled~~of ~~“Risk~~new ~~Factors”~~information, ~~described~~future indevelopments ~~Item~~or 1Aotherwise. ofIf ~~this~~one ~~Annual~~or ~~Report~~more ~~and~~of ~~the~~these or other ~~documents~~risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, our actual results may vary materially from what we ~~file~~may have expressed or implied by these forward-looking statements. We caution that you should not place undue reliance on any of our forward-looking statements. You should specifically consider the factors identified in this annual report that could cause actual results to differ. Furthermore, new risks and uncertainties arise from time to time, ~~with~~and ~~the~~it ~~Securities~~is ~~and~~impossible ~~Exchange~~for ~~Commission~~us to predict those events or how they may affect AIR Operating Partnership.

Table of Content

PART I

~~Item~~ITEM 1. ~~Business~~ BUSINESS

The Company

~~Apartment~~The ~~Investment~~AIR ~~and~~Operating ~~Management~~Partnership ~~Company,~~is orfocused ~~Aimco,~~on isthe aownership ~~Maryland~~and ~~corporation~~operation ~~incorporated~~of onstabilized ~~January~~multi-family ~~10,~~properties ~~1994. Aimco~~located isin atop ~~self-administered~~markets ~~and~~including ~~self-managed~~eight ~~real~~important ~~estate~~geographic ~~investment~~concentrations: ~~trust,~~Boston; orPhiladelphia; ~~REIT. AIMCO Properties~~Washington, LD.PC.,; orMiami; Denver; the ~~Aimco~~San ~~Operating~~Francisco ~~Partnership,~~Bay isArea; aLos ~~Delaware~~Angeles; ~~limited~~and ~~partnership~~San ~~formed~~Diego. onPlease ~~May~~refer ~~16, 1994,~~ to ~~conduct~~Note ~~our~~14 ~~business,~~to ~~which is focused on~~ the ~~ownership,~~consolidated ~~management~~financial ~~and~~statements ~~redevelopment of quality apartment communities located~~ in ~~the~~Item ~~largest~~8 ~~coastal~~for ~~and~~discussion ~~job~~regarding ~~growth~~our ~~markets of the United States~~segments.

~~Aimco~~On June 28, ~~through~~2024, ~~its~~AIR ~~wholly-owned~~completed ~~subsidiaries,~~the ~~AIMCO-GP,~~Merger ~~Inc.~~with the Parent Parties as discussed and ~~AIMCO-LP~~defined ~~Trust,~~in ~~owns~~detail awithin ~~majority~~Note of3 to the ~~ownership~~consolidated ~~interests~~financial instatements ~~the~~included ~~Aimco~~in ~~Operating~~Item ~~Partnership~~8. ~~Aimco~~ ~~conducts~~As ~~all~~a result of ~~its~~the ~~business~~Merger, ~~and~~the ~~owns~~Parent ~~all~~Parties ofcontrol ~~its~~the ~~assets~~General ~~through~~Partner ~~the~~and ~~Aimco~~Special ~~Operating~~Limited ~~Partnership. Interests~~Partner inof the ~~Aimco~~AIR Operating Partnership. ~~that~~Additionally, ~~are~~all ~~held~~stock byoptions ~~limited~~and ~~partners~~restricted ~~other~~stock ~~than~~awards ~~Aimco~~outstanding, ~~are~~whether ~~referred~~vested toor asunvested, ~~“OP~~were ~~Units.” OP~~cancelled ~~Units~~and ~~include~~converted ~~common~~into ~~partnership~~the ~~units,~~right ~~high~~to ~~performance~~receive ~~partnership~~cash. ~~units~~Also ~~and~~in ~~partnership~~connection ~~preferred~~with ~~units~~the Merger, ~~which~~all weshares ~~refer~~of toClass asA ~~common~~preferred OPstock ~~Units,~~outstanding ~~HPUs~~were ~~and~~redeemed ~~preferred~~by OPAIR ~~Units,~~resulting ~~respectively. We~~in ~~also~~the ~~refer~~cancellation toof ~~HPUs~~the asmirrored ~~common~~preferred ~~partnership~~units ~~unit equivalents. At~~at ~~December 31,~~the ~~2014,~~AIR ~~after~~Operating ~~eliminations~~Partnership. ~~for~~The ~~units~~remaining ~~held~~issued byand ~~consolidated~~outstanding ~~entities,~~equity interests of the ~~Aimco~~AIR Operating Partnership ~~had 154~~,~~055,231~~ including common ~~partnership~~OP ~~units~~Units, ~~and~~preferred ~~equivalents~~OP ~~outstanding. At December 31~~units, ~~2014,~~and ~~Aimco~~LTIP ~~owned~~units ~~146,403,274~~were ofunaffected by the ~~common~~Merger ~~partnership~~and ~~units~~continue ~~(95.0%~~to ofhave the ~~outstanding~~rights ~~common~~and ~~partnership~~privileges ~~units~~set ~~and~~forth ~~equivalents~~in of the ~~Aimco~~partnership ~~Operating~~agreement (as amended, the "Partnership Agreement"). OP Units and ~~Aimco~~preferred ~~had~~OP ~~outstanding~~units ancan ~~equal~~be ~~number~~repurchased ofor ~~shares~~redeemed ofand ~~its~~LTIP ~~Class~~units Acan ~~Common~~be ~~Stock,~~converted ~~which~~as weset ~~refer~~forth toin asthe ~~Common~~Partnership ~~Stock~~Agreement.

As of December 31, 2014, our real estate portfolio consisted of 203 apartment communities with 52,336 apartment homes.

Table of Contents

Business Overview

~~Our~~We ~~business~~own ~~activities~~and ~~are~~operate ~~defined by~~ a ~~commitment~~portfolio toof ~~our~~stabilized ~~core~~apartment ~~values of integrity~~communities, ~~respect,~~diversified ~~collaboration,~~by ~~performance~~both ~~culture~~geography and aprice ~~focus on our customers~~point. ~~These~~As ~~values~~of ~~and our corporate mission~~December 31, ~~to consistently provide quality apartment homes in a respectful environment delivered by a team of people who care~~2024, ~~shape~~ our ~~culture.~~portfolio Inincluded ~~all~~77 ofapartment ~~our~~communities ~~interactions~~ with ~~residents~~27,395 ~~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~~homes.

Our ~~principal~~business ~~financial~~activities ~~objective~~are isdefined by a commitment to ~~provide~~our ~~predictable~~core values of integrity, respect, collaboration, performance, and ~~attractive~~a ~~returns~~focus toon our ~~equity~~customers. ~~holders~~These values and our corporate mission, as“to ~~measured~~consistently byprovide ~~growth~~quality apartment homes in ~~our~~a ~~Net~~respectful ~~Asset~~environment ~~Value~~delivered ~~and~~by ~~Adjusted~~a ~~Funds~~team ~~From~~of ~~Operations~~people ~~(each~~who ~~defined~~care,” inshape ~~Item~~our 7)culture. ~~Our~~ In all of our interactions with residents, teammates, business ~~plan~~partners, lenders, and partners, we aim to ~~achieve~~be ~~this~~the ~~objective~~best isowner and operator of apartment communities, inspired by a talented team committed to: exceptional customer service, strong financial performance, and outstanding corporate citizenship.

•We ~~operate~~seek to improve our ~~portfolio~~property operations through application of ~~desirable~~the ~~apartment~~AIR ~~homes~~Edge. ~~with~~We ~~valued~~seek ~~amenities~~teams that are more cohesive, ~~with~~better acompensated, and more productive. We seek customers that make better neighbors and stay longer. Our high ~~level~~customer ofretention is driven by delivering world-class customer service; taking advantage of real-time analytics and inartificial anintelligence; increasing automation; centralizing operational tasks where efficient ~~manner~~to ~~that~~do ~~realizes~~so; ~~the~~standardizing ~~benefits~~business ofprocesses, ~~our~~and ~~corporate~~operational ~~systems~~measurements; and ~~local~~enhancing ~~management~~financial ~~expertise;~~controls over field operations.

• 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, capital improvements, 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 business is organized around two core activities: Property Operations and Portfolio Management. Our core activities, along with our leverage strategy, are described in more detail below.

Property Operations

We own and operate a diversified portfolio of market-rate apartment communities, which we refer to as conventional apartment communities. At December 31, 2014, our conventional portfolio consisted of 144 apartment communities with 43,393 apartment homes in which we held an average ownership of approximately 97%. 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, 2014, our affordable portfolio consisted of 59 apartment communities with 8,943 apartment homes in which we held an average ownership of approximately 93%. As the tax credit delivery or compliance periods for our affordable apartment communities expire, between 2015 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 and generated 90% and 10%, respectively, of our proportionate property net operating income (as defined in Item 7) during the year ended December 31, 2014.

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 Service. 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 electronic leases and lease renewals. 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.

Table of Contents

• 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, telephone services, appliance rental, and carport, 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. We also improve apartment community quality through the redevelopment of certain apartment communities in superior locations. Refer to the Portfolio Management section below for further discussion of our redevelopment strategy.

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, which average “B/B+” in quality and are diversified among the largest coastal and job growth markets in the United States, 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 with rents greater than 125% of the local market average, as “B” quality apartment communities those with rents 90% to 125% of the local market average; “C+” quality assets are those with rents lower than 90% of local market average, and greater than $1,100 per month; and “C” quality assets are those with rents lower than 90% of local market average, and less than $1,100 per month. 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 property 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. For the three months ended September 30, 2014, our conventional portfolio’s rents averaged 108% of local market average rents.

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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, Capital Improvements and redevelopment, or through the purchase of other apartment communities and, in limited situations, the development of apartment communities. We execute our strategy through leverage neutral 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.

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 turnover; and to those in which an entire building or community is wholly vacated. We execute certain of our redevelopment projects using a phased approach, where we renovate portions of an apartment community in stages, which allows additional flexibility of project costs and the ability to tailor our product offerings to customer response and rent achievement. Redevelopment work may also include seeking entitlements from local governments, which enhance the value of our existing portfolio by increasing density, that is, the right to add apartment homes to a site. We also undertake ground-up development, either directly in connection with the redevelopment of an existing apartment community or, on a more limited basis, at a new location. We have a specialized Redevelopment and Construction Services team which oversees these projects and uses third party contractors with expertise in the local markets.

Refer to the Executive Overview within Item 7 for information regarding our Portfolio Management activities during the year ended December 31, 2014.

Leverage Strategy

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. After consideration of our public Common Stock offering in January 2015 which is discussed in Item 7, our pro-forma ratios for the trailing twelve months ended December 31, 2014, were 7.0x and 2.7x, respectively. We also focus on the ratios of Debt to Adjusted EBITDA and Adjusted EBITDA Coverage of Interest. We expect future leverage reduction from earnings growth, the lease up of redevelopment communities, and from regularly scheduled property debt amortization repaid from retained earnings. For more information about our leverage strategy, including definitions of the numerators and denominators used in the calculation of our leverage ratios, refer to the Executive Overview heading in Item 7.

At December 31, 2014, approximately 91% of our leverage consisted of property-level, non-recourse, long-dated debt 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 3.3% of our unpaid principal balances maturing during 2015 and, on average, 7.5% of our unpaid principal balances maturing each year from 2016 through 2018. Approximately 97% of our property-level debt is fixed-rate, which provides a hedge against increases in interest rates, capitalization rates and inflation.

Competition

In attracting and retaining residents to occupy our apartment communities, we compete with numerous other housing ~~alternatives~~providers. 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 the 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 apartment communities and on the rents we charge. In certain markets, there exists ana ~~oversupply~~high supply of newly-constructed apartment homes, single-family homes, and condominiums relative to consumer demand, which ~~affect~~affects the pricing and occupancy of our rental apartments. See Item 1A, Risk Factors, for additional information with respect to competition.

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~~The AIR Operating Partnership is treated as a partnership for United States federal income tax purposes and is not subject to United States federal income taxation. The state and local tax laws may not conform to the United States federal income tax treatment, and the Operating Partnership 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 (loss) income.

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 qualifies 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.2

~~Even~~Table 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 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 and its stockholders may be subject to state or local taxation in various state or local jurisdictions, including those in which Aimco transacts business or Aimco’s stockholders reside. Any taxes imposed on Aimco reduce our operating cash flow and net income. Content

~~Certain~~Partners ofin ~~Aimco’s~~the ~~operations~~AIR orOperating ~~a portion thereof~~Partnership, ~~including property management~~however, ~~asset~~are ~~management~~subject ~~and~~to ~~risk~~tax ~~management~~on ~~are~~their ~~conducted~~allocable ~~through~~share ~~taxable~~of ~~REIT~~partnership ~~subsidiaries~~income, ~~each~~gains, oflosses, ~~which~~deductions, weand ~~refer~~credits, toregardless asof awhether ~~TRS. A~~the ~~TRS~~partners isreceive aany ~~subsidiary~~actual ~~C-corporation~~distributions ~~that~~of ~~has~~cash ~~not~~or ~~elected~~other ~~REIT~~property ~~status~~from ~~and,~~the asAIR ~~such,~~Operating isPartnership ~~subject~~during tothe ~~United~~taxable ~~States~~year. ~~Federal~~Generally, ~~corporate~~the ~~income~~characterization ~~tax. We~~of ~~use~~any ~~TRS~~particular ~~entities~~item tois ~~facilitate~~determined ~~our~~by ~~ability~~the toAIR ~~offer~~Operating ~~certain~~Partnership ~~services~~rather ~~and~~than ~~activities~~at tothe ~~our~~partner ~~residents~~level, and ~~investment~~the ~~partners~~amount ~~that~~of ~~cannot~~a bepartner’s ~~offered~~allocable ~~directly~~share byof asuch ~~REIT. We~~item ~~also~~is ~~use~~governed ~~TRS~~by ~~entities~~the toterms ~~hold investments~~of ~~in certain~~the ~~apartment~~Partnership ~~communities~~Agreement.

~~The~~Certain ~~Aimco~~of our operations, or a portion thereof, including certain property management and risk management activities, are conducted through taxable real estate investment trust (“REIT”) subsidiaries, which are subsidiaries of the AIR Operating Partnership, and each of which we refer to as a “TRS.” A TRS is a corporate subsidiary that has elected to be a TRS instead of a REIT 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.

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. 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. Existing rent control laws, as well as future enactment of rent control or rent stabilization laws, “just cause” evictions, or other laws regulating multi-family housing (such as resident screening requirements or limitations on fees) may reduce rental revenue, increase operating and compliance costs, require modification of resident screening requirements, or affect the stability of our communities. In addition, apartment communities and their owners are subject to numerous other requirements, 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 (loss) 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, or other laws regulating multifamily housing may reduce rental revenue or increase operating costs in particular markets.

Environmental

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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, business interruption, pollution, and cybersecurity. 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~~Corporate Responsibility

AtCorporate ~~December 31,~~responsibility ~~2014,~~is wea ~~had~~longstanding ~~1,693~~AIR ~~employees,~~Operating ofPartnership ~~which~~priority ~~1,188~~and ~~were~~a atkey ~~the~~part ~~apartment~~of ~~community~~our ~~level,~~culture. ~~performing~~We ~~various~~offer ~~on-site~~benefits ~~functions,~~reinforcing ~~with~~our ~~the~~value ~~balance~~of ~~managing~~respect ~~corporate~~ and ~~area~~caring ~~operations~~for each other, including ~~investment~~an ~~and~~opportunity ~~debt~~to ~~transactions,~~manage ~~legal,~~one’s ~~financial~~life ~~reporting,~~through ~~accounting~~flexible work schedules, ~~information~~paid ~~systems~~time for parental leave, ~~human~~retirement ~~resources~~plans ~~and~~for ~~other~~all, financial support ~~functions. As~~for ofour ~~December 31,~~teammates ~~2014~~who are becoming United States citizens, ~~unions~~and ~~represented~~a 87bonus structure at all levels of ~~our~~the ~~employees~~organization. We ~~have~~also ~~never~~pay ~~experienced~~full acompensation ~~work~~and ~~stoppage~~benefits ~~and~~for ~~believe~~teammates wewho ~~maintain~~are ~~satisfactory~~actively ~~relations~~deployed ~~with~~by ~~our~~the ~~employees~~United States military.

We are committed to transparency, and continuous improvement, as measured by Global Real Estate Sustainability Benchmark (“GRESB”). We received a score of 87 out of 100 in 2024, second among our peers and 17 out of 145 among residential entities in the Americas. We received a 100% score for reporting, stakeholder engagement, and

sustainable building certifications, a perfect social score, and a four out of five-star GRESB rating for overall management and performance. In addition, we received an "A" for public disclosure or a 93 out of 100.

Human Capital

We strive to provide a great place to work for teammates. Our intentional focus on a collaborative and productive culture based on respect for others and personal responsibility is reinforced by a preference for promotion from within. We focus on succession planning and talent development to produce a strong, stable team that is the enduring foundation of our success.

Our focus on our team and culture is widely recognized. We have received the following awards:

•2024 Top Workplaces USA Award for the third consecutive year,

•2024 Top Workplace Culture Excellence Award for Purpose & Values, Work-Life Flexibility, Compensations & Benefits, Innovation, Leadership, Women-Led, Professional Development, Employee Well-Being, and Employee Appreciation for the second consecutive year,

•2024 Top Workplace in Colorado (by the Denver Post), an 11-time winner,

•2024 Top Workplace in Philadelphia (by The Philadelphia Inquirer) for the second consecutive year,

•2024 Top Workplace in South Florida (by the Sun Sentinel) for the second consecutive year,

•2024 Top Workplace in Los Angeles (greater Los Angeles County),

•Built in 2024 Best Places to Work in Colorado, Los Angeles, Miami, and Washington, D.C

Approximately 64% of all open manager level positions were filled internally in 2024, and approximately 43% of all open positions were filled internally. We provide both formal and informal training and coaching for teammates at every level of the organization. In 2024, 62% of our teammates voluntarily took part in our leadership and professional development training.

As of December 31, 2024, we had approximately 790 teammates, of whom approximately 660 were at the apartment community level performing on-site functions, with the remainder performing off-site functions. As of December 31, 2024, unions represented approximately 27 of our teammates. We have never experienced a work stoppage and we believe we maintain satisfactory relations with our teammates.

Available Information

Our ~~combined~~ Annual ~~Report~~Reports on Form 10-K, ~~our~~the ~~combined~~ Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K ~~filed by Aimco~~ and~~/or~~ ~~the Aimco Operating Partnership and~~ any amendments to any of those reports that weare ~~file~~filed with the Securities and Exchange Commission are available free of charge asthrough ~~soon~~our aswebsite ~~reasonably~~at ~~practicable~~www.aircommunities.com ~~through~~and ~~Aimco~~the SEC’s website at www.~~aimco~~sec.~~com~~gov. The information contained on ~~Aimco’s~~our 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 2014, Aimco’s chief executive officer submitted his annual corporate governance listing standards certification to the New York Stock Exchange, which certification was unqualified.

~~Item~~ITEM 1A. ~~Risk~~ ~~Factors~~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,~~Risks ~~development~~Related ~~and~~to ~~construction~~Our ~~risks could affect our profitability.~~ Business

WeFailure ~~are~~to ~~currently~~generate ~~redeveloping,~~sufficient ~~and~~net weoperating ~~intend~~income tomay ~~continue~~adversely toaffect ~~redevelop, certain of~~ our ~~apartment~~liquidity ~~communities. Additionally,~~or welimit ~~are~~our ~~developing~~ability ~~a 12-story apartment building in Boston, Massachusetts. During 2015, we expect~~ to ~~invest~~fund ~~approximately~~necessary ~~$210~~capital ~~million to $230 million in conventional redevelopment and development activities~~expenditures. ~~Redevelopment and development activities are subject to the following risks:~~

•Our wenet ~~may~~operating beincome ~~unable~~and toliquidity ~~obtain,~~may orbe ~~experience~~adversely ~~delays~~affected inby ~~obtaining,~~events ~~necessary zoning, occupancy,~~ or ~~other~~conditions ~~required~~beyond ~~governmental~~our ~~or third party permits and authorizations~~control, ~~which could result in increased costs or the delay or abandonment of opportunities;~~including:

•the wegeneral ~~may~~economic ~~incur costs that exceed our original estimates due to increased material~~climate, ~~labor~~including orthe ~~other~~impact ~~costs,~~of ~~such~~international ashostilities ~~litigation~~and unrest;

•an weinflationary ~~may~~environment bein ~~unable~~which tothe ~~complete~~costs ~~construction~~to operate and ~~lease~~maintain upour ofcommunities anincrease ~~apartment~~at ~~community~~a onrate ~~schedule~~greater than our ability to increase rents, ~~resulting~~which inwe ~~increased~~can ~~construction~~only ~~and~~do ~~financing~~upon ~~costs~~renewal ~~and~~of aexisting ~~decrease~~leases inor ~~expected~~at ~~rental~~the ~~revenues~~inception of new leases;

•competition ~~occupancy~~from ~~rates~~other ~~and rents at an~~ apartment ~~community~~communities ~~may fail to meet our expectations for a number of reasons, including changes in market~~ and ~~economic~~other ~~conditions~~housing ~~beyond our control and the development by competitors of competing communities~~options;

~~• we may be unable to obtain financing with favorable terms, or at all, which may cause us to delay or abandon an opportunity;~~4

•Table ~~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;~~Content

•local weconditions, ~~may~~such ~~incur~~as ~~liabilities~~loss toof ~~third~~jobs, ~~parties~~unemployment ~~during~~rates, recession, or an increase in the ~~redevelopment~~supply of apartments, which might adversely affect apartment occupancy or ~~development~~rental ~~process~~rates;

•changes ~~unexpected~~in ~~events~~governmental orregulations ~~circumstances may arise during the redevelopment or development process that affect the timing of completion~~ and the related cost ~~and profitability~~ of ~~the project~~compliance; ~~and~~

•changes ~~loss~~in oftax alaws ~~key~~and ~~member~~housing oflaws, aincluding ~~project~~the ~~team~~enactment ~~could~~of ~~adversely~~rent ~~affect~~control ~~our~~laws ~~ability~~or toother ~~deliver~~laws ~~projects~~regulating onmulti-family ~~time~~housing; and ~~within our budget.~~

7•changes in interest rates and the availability of financing.

~~Table~~Our ability to fund necessary capital expenditures on our communities depends on, among other things, our ability to generate net operating income in excess of ~~Contents~~required debt payments. If we are unable to fund capital expenditures on our communities, we may not be able to preserve the competitiveness of our communities, which could adversely affect their net operating income and long-term value.

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.

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~~We ~~to generate sufficient net operating income~~ may ~~adversely~~experience ~~affect~~various ~~our~~increased ~~liquidity~~costs, ~~limit~~including ~~our~~increased ~~ability~~property ~~to fund necessary capital expenditures or adversely affect our ability to pay dividends or distributions~~taxes.

~~Our~~ ~~ability~~Real toproperty ~~fund~~taxes ~~necessary~~on ~~capital~~our ~~expenditures~~properties onmay increase as our ~~apartment~~properties ~~communities~~are ~~depends~~reassessed by tax assessors or as property tax rates change. A California law commonly referred to as Proposition 13 (“Prop 13”) limits annual real estate tax assessment increases on California properties to 2% of assessed value while guaranteeing a base tax rate of 1%. However, ~~among~~under ~~other~~Prop ~~things~~13, ~~our~~property ~~ability~~tax toreassessment ~~generate~~at ~~net~~market ~~operating~~value ~~income~~occurs as a result of a "change in ~~excess~~ownership" of ~~required~~a ~~debt~~property. ~~payments~~Additionally, the base tax rate of 1% for all taxing authorities guaranteed under Prop 13 does not include additional property tax levies for approved voter indebtedness or non-ad valorem tax increases. If weVarious ~~are~~initiatives ~~unable~~to repeal or amend Prop 13, to ~~fund~~eliminate ~~capital~~its ~~expenditures~~application onto ~~our~~commercial ~~apartment~~and ~~communities~~residential property, weto ~~may~~increase ~~not~~the bepermitted ~~able~~annual real estate tax increases, and/or to ~~preserve~~introduce split tax roll legislation could increase the ~~competitiveness~~assessed ofvalue ~~our~~and/or ~~communities~~tax rates applicable to commercial property in California. Further, ~~which~~changes in U.S. federal tax law could ~~adversely~~cause ~~affect~~state ~~our~~and ~~net~~local ~~operating~~governments ~~income~~to alter their taxation of real property.

~~Our~~Rent ~~ability~~control tolaws ~~make~~and ~~payments~~other toregulations ~~our~~that ~~investors~~limit ~~depends on~~ our ability to ~~generate~~select ~~net~~residents, ~~operating~~increase ~~income~~rental inrates ~~excess~~or oflimit ~~required~~our ~~debt~~ability ~~payments~~to ~~and~~evict ~~capital~~residents ~~expenditure~~to ~~requirements.~~limited ~~Our~~circumstances ~~net operating income and liquidity~~ may benegatively ~~adversely~~impact ~~affected~~our byrental ~~events~~income orand ~~conditions beyond our control, including:~~profitability.

•State ~~the~~and ~~general~~local governmental agencies continue to introduce and enact rent control laws or other regulations that limit our ability to select residents, increase rental rates, or limit our ability to evict residents (known as “just cause” evictions), which may affect our rental income. Especially in times of recession and economic ~~climate;~~slowdown, rent control initiatives can acquire significant political support. If rent controls unexpectedly became applicable to certain of our properties, our revenue from and the value of such properties could be adversely affected. In addition, resident selection is a key component of our operating model – selecting for residents who pay rent and rent increases, stay with us longer, and make good neighbors. Certain jurisdictions limit our ability to consider the rental history, credit history, eviction history, and criminal backgrounds of potential residents. We intend to comply with resident screening laws that apply to our communities, and our failure to comply could harm our business or our reputation.

•Although anwe ~~inflationary~~are ~~environment~~insured infor ~~which~~certain risks, the ~~costs~~cost toof ~~operate~~insurance, ~~and~~increased ~~maintain~~claims ~~our communities increase at a rate greater than our ability to increase rents~~activity, ~~which~~or welosses ~~can~~resulting ~~only~~from docasualty ~~upon~~events ~~renewal~~may ofaffect ~~existing~~our ~~leases~~financial orcondition atand ~~the~~results ~~inception~~ of ~~new leases;~~operations.

•The ~~competition~~availability ~~from~~and ~~other~~cost of insurance are determined by the quality of our properties and their maintenance and our operating procedures, as well as 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 prefer to retain a larger portion of the potential loss associated with our exposures to risks. We are insured for a portion of our consolidated apartment communities’ exposure to casualty losses resulting from fire, earthquake, hurricane, tornado, flood, and other ~~housing~~perils, ~~options;~~which insurance is subject to deductibles and self-insurance retention that exceed expected losses. 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

~~• 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;~~5

•Table ~~changes in governmental regulations and the related cost~~ of ~~compliance;~~Content

•replace ~~changes~~the apartment community may exceed its net book value and any insurance proceeds. We recognize the uninsured portion of losses as casualty losses in ~~tax~~the ~~laws~~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 teammate health insurance plans, workers’ compensation coverage, and ~~housing~~general ~~laws~~liability exposure. With respect to our exposure to claims of third parties, ~~including~~we establish reserves at levels that reflect our known and estimated losses. The ultimate cost of losses and the ~~enactment~~impact of ~~rent~~unforeseen ~~control~~events ~~laws~~may orvary ~~other~~materially ~~laws~~from ~~regulating~~recorded ~~multifamily~~reserves, ~~housing;~~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.

•Investments ~~changes~~through injoint ~~interest~~ventures ~~rates~~introduce ~~and~~governance risks even where the ~~availability~~business of ~~financing~~the joint venture adds no further business risks.

~~Our~~We ~~existing~~have ~~and~~in ~~future~~the ~~debt~~past ~~financing~~contributed ~~could~~or ~~render~~sold usproperties ~~unable~~ to ~~operate,~~joint ~~result~~ventures inwith ~~foreclosure~~other ofpersons ~~our~~or ~~apartment~~entities ~~communities,~~when ~~prevent~~we usbelieve ~~from~~circumstances ~~making~~warrant ~~distributions~~the onuse ~~our~~of ~~equity~~such ~~or otherwise adversely affect our liquidity~~structures.

WeThese ~~are~~investments ~~subject~~involve torisks ~~the~~including, ~~risk~~but ~~that~~not ~~our~~limited ~~cash flow from operations will be insufficient~~ to ~~make required payments of principal and interest~~, ~~and~~ the ~~risk~~possibility ~~that~~the ~~existing~~other ~~indebtedness~~partners may ~~not~~have bebusiness, ~~refinanced~~economic, or ~~that~~other ~~the~~objectives ~~terms~~which ofare ~~any~~inconsistent ~~refinancing~~with ~~will not be as favorable as the terms of existing indebtedness~~ours. IfIn ~~we fail to make required payments of principal and interest on our non-recourse debt~~addition, ~~our~~the ~~lenders~~other ~~could~~partners ~~foreclose~~may onhave the ~~apartment~~ability ~~communities~~to ~~and~~take ~~other~~or ~~collateral~~force ~~securing~~action ~~such~~(or ~~debt,~~withhold ~~which~~consent ~~would~~that ~~result~~may inbe ~~loss~~required ofto ~~income~~take ~~and~~actions) ~~asset~~contrary ~~value~~ to ~~us. As of December 31, 2014, the majority of~~ our ~~apartment communities were encumbered by debt~~requests. ~~Our~~ ~~organizational~~In ~~documents~~general, dowe ~~not~~structure ~~limit~~such ~~the~~agreements ~~amount~~with ofour ~~debt~~partners so that we ~~may incur, and we~~ have ~~significant~~full ~~amounts~~authority ~~of debt outstanding. Payments of principal and interest may leave us with insufficient cash resources~~ to ~~operate~~use our ~~communities~~expertise ~~or pay distributions required~~ to bemake ~~paid~~operating ~~in order to maintain Aimco’s qualification as a REIT~~decisions.

8Also, our partners might become insolvent or fail to make capital contributions when due, which may require us to contribute additional capital. In such event, the additional capital contributed is most often on favorable terms. In general, we and our partners may each have the right to trigger a buy-sell or other similar arrangement, which could cause us to sell our interest, or acquire our partner’s interest, at a time when we otherwise would not have initiated such a transaction and may result in the valuation of our interest in the joint venture (if we are the seller) or of the other partner’s interest in the joint venture (if we are the buyer) at levels which may not be representative of the valuation that would result from an arm’s length marketing process and could cause us to recognize unanticipated capital gains or losses or the loss of fee income. Each joint venture agreement is individually negotiated and our ability to operate, finance, or dispose of properties and interests in such joint ventures in our sole discretion may be limited to varying degrees depending on the terms of the applicable joint venture agreement. We are also subject to other risks in connection with joint ventures, including (i) a deadlock if we and our partner are unable to agree upon certain major and other decisions (which could result in litigation or disposing of an asset at a time at which we otherwise would not sell the asset), and (ii) limitations on our ability to liquidate our position in the joint venture without the consent of the other partner.

~~Table~~Our business and operations would suffer in the event of ~~Contents~~significant disruptions or cyberattacks of our information technology systems or our failure to comply with laws, rules and regulations related to privacy and data protection.

~~Disruptions~~Information intechnology, ~~the~~communication ~~financial~~networks, ~~markets~~and ~~could~~related ~~affect~~systems are essential to the operation of our ~~ability~~business. We use these systems to ~~obtain~~manage ~~financing~~our resident and vendor relationships, internal communications, accounting and record-keeping systems, and many other key aspects of our business. Our operations rely on the ~~cost~~secure processing, storage, and transmission of ~~available~~confidential ~~financing~~and other information in our computer systems and ~~could~~networks, ~~adversely~~which ~~affect~~also depend on the strength of our ~~liquidity~~procedures and the effectiveness of our internal controls. Information security risks have generally increased in recent years due to the rise in new technologies and the increased sophistication and activities of perpetrators of cyberattacks.

~~Our~~Despite ~~ability~~system toredundancy, ~~obtain~~risk ~~financing~~transfer, ~~and~~insurance, indemnification, the ~~cost~~implementation of ~~such~~security ~~financing~~measures, ~~depends~~our onrequired ~~the~~teammate ~~overall~~awareness ~~condition~~training, ofand the ~~United~~existence ~~States~~of ~~credit~~a ~~markets.~~disaster ~~During~~recovery ~~periods~~plan offor ~~economic~~our ~~uncertainty~~internal information technology systems, ~~the~~our ~~United~~systems, ~~States~~and ~~credit~~systems ~~markets~~maintained ~~may~~by ~~experience~~third-party ~~significant~~vendors ~~liquidity~~with ~~disruptions~~which we do business, ~~which~~are ~~may~~vulnerable ~~cause~~to ~~the~~damage ~~spreads~~from onany ~~debt~~number ~~financings~~of tosources. ~~widen~~We ~~considerably~~face ~~and~~risks ~~make~~associated ~~obtaining~~with ~~financing~~energy blackouts, ~~both~~natural ~~non-recourse~~disasters, ~~property~~terrorism, ~~debt~~war, telecommunication failures, and ~~corporate~~cyberattacks ~~borrowings~~and intrusions, such as ~~our~~computer ~~Credit Agreement~~viruses, ~~more difficult. Additionally~~malware, ~~Federal~~attachments ~~Home~~to ~~Loan~~emails, ~~Mortgage Corporation~~intrusion, orand ~~Freddie~~unauthorized ~~Mac~~access, ~~and~~including ~~Federal~~from ~~National~~persons ~~Mortgage~~inside ~~Association,~~our organization or ~~Fannie~~from ~~Mae,~~persons ~~have~~outside ~~historically~~our ~~provided~~organization ~~significant~~with ~~capital~~access atto aour ~~relatively~~systems. ~~low~~We ~~cost~~expend financial resources to ~~finance~~protect ~~multifamily~~against ~~properties. Freddie~~threats ~~Mac~~and cyberattacks and ~~Fannie~~may ~~Mae~~be ~~are~~required ~~under~~to ~~conservatorship~~expend additional financial and other resources to address disruptions caused by cyberattacks. Although we make efforts to maintain the ~~Housing~~security ~~Finance~~and ~~Agency,~~integrity of our systems and ~~their~~have ~~future~~implemented ~~role~~various inmeasures to manage the ~~housing~~risk ~~finance~~of ~~market~~a issecurity ~~uncertain. If~~breach or disruption, there iscan ~~any~~be ~~significant~~no ~~reduction~~assurance inthat ~~Freddie~~our ~~Mac’s~~security efforts and measures will be effective or ~~Fannie~~that ~~Mae’s~~attempted ~~level~~security breaches or disruptions would not be successful or damaging. Any compromise of ~~involvement~~our security could also result in ~~the~~a ~~secondary~~violation ~~credit~~of ~~markets~~applicable privacy and other laws, itsignificant ~~may~~legal ~~adversely~~and ~~affect~~financial ~~the~~exposure, ~~pricing~~damage atto ~~which~~our wereputation, loss or misuse of the information (which may ~~obtain~~be ~~non-recourse~~confidential, ~~property~~proprietary, ~~debt~~or ~~financing~~commercially sensitive in nature), and a loss of confidence in our security measures, which could harm our business.

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.6

~~Increases~~Table inof ~~interest rates would increase our interest expense and reduce our profitability.~~Content

AsAdditionally, ofif ~~December 31,~~our ~~2014,~~information onsystems asuffer ~~consolidated~~severe ~~basis~~damage, wedisruption ~~had~~or ~~approximately~~shutdown, ~~$232.5~~we ~~million~~could ofexperience ~~variable-rate~~delays ~~indebtedness outstanding and $27.0 million of variable rate preferred securities outstanding. We estimate that an increase~~ in ~~30-day~~our ~~LIBOR~~financial ofresults ~~100~~and ~~basis~~we ~~points~~may ~~with~~lose ~~constant~~revenue ~~credit~~as ~~risk~~a ~~spreads would~~ result ~~in our net income and the amount~~ of ~~net income attributable to~~ our ~~common~~inability ~~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~~collect ~~common~~payments ~~equity~~from ~~holders being increased) by approximately $2~~residents.~~0 million and $2.1 million, respectively, on an annual basis.~~

AtWe ~~December 31~~also are subject to laws, ~~2014~~rules, weand ~~had~~regulations ~~approximately~~in ~~$120.4~~the ~~million~~United inStates, ~~cash~~such ~~and~~as ~~cash~~the ~~equivalents~~California ~~and~~Consumer ~~restricted~~Protection ~~cash~~Act, aor ~~portion~~CCPA of, ~~which~~relating ~~bear~~to ~~interest~~the atcollection, ~~variable~~use, ~~rates~~and ~~indexed~~security toof ~~LIBOR-based~~employee ~~rates,~~and other data. Evolving compliance and ~~which~~operational ~~may~~requirements ~~mitigate~~under the ~~effect~~CCPA and the privacy and data security laws of another ~~increase~~jurisdictions in ~~variable~~which ~~rates~~we onoperate ~~our~~impose ~~variable-rate~~significant ~~indebtedness~~costs that are likely to increase over time. Our failure to comply with laws, rules, and ~~preferred~~regulations ~~securities~~related ~~discussed~~to ~~above~~privacy and data protection could harm our business or reputation.

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 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~~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, among other materials. 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.

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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 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~~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~~apartment communities receiving ~~Federal~~federal funds, the Rehabilitation Act of 1973 also has requirements regarding disabled access. These and other ~~Federal~~federal, state, and local laws may require structural modifications to our apartment communities, or changes in policy/practice 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~~legal requirements, we may incur unanticipated expenses to comply with the ADA, the FHAA, ~~and~~ the Rehabilitation Act of 1973, and related state and local legal requirements in connection with the ongoing operation ~~or redevelopment~~ of our apartment communities and the apartment communities we manage.

Natural disasters and severe weather may affect our financial condition and results of operations.

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 and our ability to implement and manage anticipated future growth depend, in large part, upon the efforts of our senior management team, who have extensive market knowledge and relationships, and exercise substantial influence over our operational activities. The loss of services of one or more members of our senior management team, or our inability to attract and retain similarly qualified personnel, could adversely affect our business, which could adversely affect our financial condition, results of operations, and cash flow.

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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.

WeAdverse ~~may~~economic beand ~~subject~~geopolitical toconditions, ~~litigation~~local, ~~associated~~regional, ~~with~~national, ~~partnership~~or ~~transactions~~international ~~that~~health ~~could~~crises ~~increase~~and ~~our~~dislocations ~~expenses~~in ~~and~~the ~~prevent~~credit ~~completion~~markets ofcould ~~beneficial~~negatively ~~transactions~~impact our residents and our operations.

WeFactors ~~have~~that ~~engaged~~could ~~in,~~negatively ~~and~~impact ~~intend~~our tooperations ~~continue~~or tothose ~~engage in, the selective acquisition~~ of ~~interests~~entities in ~~partnerships~~which ~~controlled by us that own apartment communities. In some cases,~~ we ~~have~~hold ~~acquired~~a ~~the~~partial ~~general~~interest ~~partner~~during of a ~~partnership~~pandemic ~~and~~or ~~then~~another ~~made~~health ~~an offer to acquire the limited partners’ interests in the partnership. In these transactions~~crisis, weadverse ~~may~~economic beor ~~subject~~geopolitical ~~to litigation based on claims that we~~event, ~~as the general partner, have breached our fiduciary duty to our limited partners~~ or ~~that~~dislocation ~~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~~credit ormarket 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.include:

~~Government housing regulations may limit the opportunities at some of~~ •our ~~apartment~~ability ~~communities and failure~~ to ~~comply~~raise ~~with~~rents ~~resident~~or ~~qualification~~collect ~~requirements~~rents ~~may result in financial penalties~~ and~~/or~~ ~~loss~~late offees ~~benefits,~~on ~~such~~a astimely ~~rental~~basis ~~revenues~~or ~~paid~~at ~~by government agencies. Additionally~~all, ~~the~~without ~~government~~reductions ~~may cease to operate~~ or ~~reduce~~other ~~funding~~concessions; ~~for government housing programs which would result in a loss of benefits.~~

We•our ~~own~~ability ~~equity interests in consolidated and unconsolidated entities that own certain apartment communities that benefit from governmental programs intended~~ to ~~provide~~evict ~~housing~~residents tofor ~~people~~non-payment ~~with low or moderate incomes. These programs, which are usually administered by the United States Department of Housing~~ and ~~Urban~~for ~~Development,~~other ~~or HUD, or state housing finance agencies, typically provide one or more of the following: mortgage insurance~~reasons; 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.

•our ability to ensure business continuity in the event our continuity of operations plan is not effective or improperly implemented or deployed during a disruption;

•fluctuations in regional and local economies, local real estate conditions, and rental rates;

•our ability to control incremental costs associated with such factors;

•our ability to dispose of communities at all or on terms favorable to us; and

•potential litigation.

In addition, the recent political shifts could lead to new legislative and regulatory initiatives or the roll-back of initiatives of the previous presidential administration in a variety of areas which may result in wide-ranging and unpredictable macroeconomic effects that impact our business.

Risks Related to Our Indebtedness and Financing

Increases in interest rates would increase our interest expense and reduce our profitability.

As of December 31, 2024, we had approximately $4.1 billion of variable-rate indebtedness outstanding, before consideration of floating-to-fixed-rate interest rate swaps and interest rate cap derivatives. After consideration of these derivatives, we estimate that a change in the floating rate of 100-basis points with constant credit risk spreads would increase or decrease interest expense by $1.2 million or $11.5 million, respectively, on an annual basis.

As of December 31, 2024, we had $644.5 million in cash and cash equivalents and restricted cash, a portion of which bears interest at variable rates, which may partially mitigate the effect of an increase in variable rates on our variable-rate indebtedness discussed above.

Our debt financing could result in foreclosure resulting in a loss of income and value, prevent us from making distributions on our equity, or otherwise adversely affect our liquidity.

We have fixed-rate and variable-rate property debt, maturing at various times over the next few years, which are secured by assets of certain subsidiaries of the AIR Operating Partnership. Over time, we may become party to one or more additional financing arrangements, including credit facilities or other bank debt, and bonds.

In connection with such financing arrangements, we are subject to the risk that: (i) our cash flow from operations will be insufficient to make required payments of principal and interest; (ii) our indebtedness may not be refinanced; or (iii) the terms of any refinancing will not be as favorable as the terms of then-existing indebtedness. If we are unable to make required payments of principal and interest or are unable to refinance at maturity on favorable terms, or at all, the lenders could foreclose on the collateral securing that debt, resulting in the loss to us of income and asset value.

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We also anticipate that certain of our subsidiaries will maintain a certain amount of non-recourse property-level indebtedness. If we fail to make required payments of principal and interest on our mortgage debt, our lenders could foreclose on the apartment communities and other collateral securing such debt, resulting in the loss to us of income and asset value.

Our organizational documents do not limit the amount of debt that we may incur.

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 cost on debt financings to widen considerably and make obtaining financing, both non-recourse property debt and corporate borrowings such as those under a credit facility, more difficult. In particular, apartment borrowers have benefited from the historic willingness of the Federal National Mortgage Association (“Fannie Mae”), and the Federal Home Loan Mortgage Corporation (“Freddie Mac”), to make substantial amounts of loans secured by multi-family properties, even in times of economic distress. These two lenders are federally chartered and subject to federal regulation, which is subject to change, making uncertain their prospects and ability to provide liquidity in a future downturn.

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, resulting in loss of income and asset value, both of which would adversely affect our liquidity.

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 generally cannot be sold quickly. 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.

Failure to hedge effectively against interest rate changes may adversely affect our results of operations.

From time to time, we may enter into interest rate hedge agreements to manage some of our exposure to interest rate volatility. Interest rate hedge agreements involve risks, such as the risk that counterparties may fail to honor their obligations under these arrangements. In addition, these arrangements may not be effective in reducing our exposure to changes in interest rates. These risk factors may lead to failure to hedge effectively against changes in interest rates and therefore could adversely affect our results of operations.

We may increase leverage, which could further exacerbate the risks associated with our indebtedness.

We may decide to increase our leverage. We will consider a number of factors when evaluating our level of indebtedness and when making decisions regarding the issuance, or placement, of new indebtedness, including the estimated market value of our assets and the ability of particular assets, and our company as a whole, to generate cash flow to cover the expected debt service. We may incur additional indebtedness from time to time in the future to finance working capital, capital expenditures, investments or acquisitions, or for other purposes. If we do so, the risks related to our indebtedness could intensify.

Risks Related to Our Organization and Structure

We are controlled by Blackstone and its interests may conflict with ours or yours in the future.

Following the Merger, affiliates of Blackstone control the General Partner and AIR Operating Partnership is a subsidiary of the Parent Entities. Accordingly, Blackstone has significant influence with respect to our management, business plans and policies, including the election and removal of AIR's officers and directors. Blackstone and its affiliates engage in a broad spectrum of activities, including investments in real estate generally. In the ordinary course of their business activities, Blackstone and its affiliates may engage in activities where their interests conflict with our interests or those of our common unitholders. Blackstone also may pursue acquisition opportunities that may be complementary to our business, and, as a result, those acquisition opportunities may not be available to us. In addition, Blackstone may have an

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interest in pursuing acquisitions, divestitures and other transactions that, in its judgment, could enhance its investment, even though such transactions might involve risks to you.

Risks Related to Conflicts of Interest

Various potential and actual conflicts of interest will arise, and these conflicts may not be identified or resolved in a manner favorable to us.

Blackstone has conflicts of interest, or conflicting loyalties, as a result of the numerous activities and relationships of Blackstone and its affiliates, partners, members, shareholders, officers, directors and employees, some of which are described herein. However, not all potential, apparent and actual conflicts of interest are included herein, and additional conflicts of interest could arise as a result of new activities, transactions or relationships commenced in the future. If any matter arises that we and our affiliates determine in our good faith judgment constitutes an actual and material conflict of interest, we and our affiliates will take such actions as we determine appropriate to mitigate the conflict.

The personnel of Blackstone are not required to dedicate a specific portion of their time to the management of our business.

Blackstone affiliates are not obligated to dedicate any specific personnel exclusively to us, nor are they or their personnel obligated to dedicate any specific portion of their time to the management of our business. Affiliates of Blackstone and its portfolio companies may provide services to us, but we cannot provide any assurances regarding the amount of time that such affiliates will dedicate to the management of our business and such affiliates may have conflicts in allocating time, resources and services among our business and any other investment vehicles and accounts.

We and Blackstone vehicles have competed, and in the future will likely compete, with or enter into transactions with existing and future private and public investment vehicles established and/or managed by Blackstone or its affiliates, which may present various conflicts of interest that restrict our ability to pursue certain investment opportunities or take other actions that are beneficial to our business and/or result in decisions that are not in the best interests of our unitholders.

We are subject to conflicts of interest arising out of our relationship with Blackstone, including the General Partner and its affiliates. Certain Blackstone employees serve on AIR's Board of Directors. If any matter arises that Blackstone determines in its good faith judgment constitutes an actual and material conflict of interest, Blackstone and relevant affiliates will take the actions they determine appropriate to mitigate the conflict. There is no guarantee that the policies and procedures adopted by us, or the policies and procedures adopted by Blackstone and its affiliates, will enable us to identify, adequately address or mitigate these conflicts of interest in a way that is favorable to us, which could result in increased costs to our unitholders. Some examples of conflicts of interest that may arise by virtue of our relationship with Blackstone include:

•Broad and Wide-Ranging Activities. Blackstone and its affiliates engage in a broad spectrum of activities, including a broad range of activities relating to investments in the real estate industry, and have invested or committed billions of dollars in capital through various investment funds, managed accounts and other vehicles affiliated with Blackstone. In the ordinary course of their business activities, Blackstone and its affiliates may engage in activities where the interests of certain divisions of Blackstone and its affiliates, or the interests of their clients may conflict with the interests of our unitholders. Certain of these divisions and entities affiliated with Blackstone have or may have an investment strategy similar to our investment strategy and therefore will likely compete with us.

•Blackstone’s Policies and Procedures. Specified policies and procedures implemented by Blackstone and its affiliates to mitigate potential conflicts of interest and address certain regulatory requirements and contractual restrictions may reduce the advantages across Blackstone’s and its affiliates’ various businesses that Blackstone expects to draw on for purposes of pursuing attractive investment opportunities. Because Blackstone has many different businesses, it is subject to a number of actual and potential conflicts of interest, greater regulatory oversight and more legal and contractual restrictions than that to which it would otherwise be subject if it had just one line of business. In addressing these conflicts and regulatory, legal and contractual requirements across its various businesses, Blackstone has implemented certain policies and procedures (e.g., information walls) that may reduce the benefits that Blackstone could otherwise expect to utilize for purposes of identifying and managing our real estate investments. For example, Blackstone may come into possession of material non-public information with respect to companies that are clients of Blackstone or its affiliates, in which the General Partner may be considering making an investment. As a consequence, that information, which could be of benefit to us, might become restricted to those other businesses and otherwise be unavailable to us, and could also restrict our

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activities. Additionally, ~~there is no guarantee that~~ the ~~government~~terms ~~will~~of ~~continue~~confidentiality ~~to operate these programs~~ or ~~that~~other ~~the~~agreements ~~programs will be operated in a manner that generates benefits consistent~~ with ~~those received in the past. Any cessation of~~ or ~~change~~related into ~~the~~companies ~~administration of benefits from these government housing programs may result~~ in ~~our~~which ~~loss~~any orinvestment ~~reduction~~vehicle ~~in the amount~~ of ~~the~~Blackstone ~~benefits~~has weor ~~receive~~has ~~under~~considered ~~these~~making ~~programs,~~an ~~including~~investment ~~rental~~or ~~subsidies. During~~which ~~2014,~~is ~~2013~~otherwise ~~and~~a ~~2012,~~client ~~for~~of ~~continuing~~Blackstone and ~~discontinued~~its ~~operations,~~affiliates ~~our~~may ~~rental~~restrict revenues include $74.6 million, $88.4 million and $117.3 million, respectively, of subsidies from government agencies. Of the 2014 subsidies, approximately 14.0% related to communities benefiting from housing assistance contracts that expired in late 2014 or ~~expire~~otherwise inlimit ~~2015, which we are in~~ the ~~process~~ability of ~~renewing~~Blackstone or ~~anticipate~~its ~~renewing~~affiliates, ~~and the remainder related~~ to ~~communities~~engage ~~benefiting~~in ~~from~~businesses ~~housing assistance contracts that expire after 2015 and have a weighted average term of 8.4 years. Any loss~~ or ~~reduction~~activities incompetitive ~~the~~with ~~amount~~such ~~of these benefits may adversely affect our liquidity and results of operations~~companies.

~~Although~~•Assignment and Sharing or Limitation of Rights. In the future, we ~~are~~may ~~insured~~invest alongside other Blackstone vehicles and in connection therewith have and may, for legal, tax, regulatory or other reasons which may be unrelated to us, share with or assign to such other Blackstone vehicles certain ~~risks~~of our rights, ~~the~~in ~~cost~~whole or in part, or to limit our rights, including certain control- and/or foreclosure-related rights with respect to such shared investments and/or otherwise agree to implement certain procedures to mitigate conflicts of ~~insurance~~interest which typically involve maintaining a noncontrolling interest in any such investment and a forbearance of our rights, ~~increased~~including ~~claims~~certain ~~activity~~non-economic rights, subject to certain limitations. While it is expected that our participation in connection with any such investments and transactions would be negotiated by third parties on market prices, such investments and transactions will give rise to potential or ~~losses~~actual ~~resulting~~conflicts ~~from~~of ~~casualty~~interest. ~~events~~We ~~may~~cannot ~~affect~~make assurances that any such conflict will be resolved in our ~~operating~~favor. ~~results~~Such sharing or assignment of rights could make it more difficult for us to protect our interests and could give rise to a conflict (which may be exacerbated in the case of financial ~~condition~~distress) and could result in another Blackstone vehicle exercising such rights in a way adverse to us.

We•Entering ~~are~~into ~~insured~~Financing ~~for~~Transactions awith ~~portion~~Other ofBlackstone ~~our~~Vehicles. ~~consolidated~~We ~~apartment~~may ~~communities’ exposure to casualty losses resulting~~ from ~~fire,~~time ~~earthquake, hurricane, tornado, flood and other perils, which insurance is subject~~ to ~~deductibles~~time ~~and~~engage ~~self-insurance~~in ~~retention. We~~financing ~~recognize~~transactions ~~casualty~~with ~~losses~~Blackstone ~~or gains based on the net book value of the affected apartment community and the amount of any related insurance proceeds~~vehicles. In ~~many~~We ~~instances, the actual cost to repair~~ and/or ~~replace~~Blackstone ~~the apartment community~~ may ~~exceed~~face ~~its~~conflicts ~~net book value and any insurance proceeds. We recognize the uninsured portion~~ of ~~losses~~interest ~~as casualty losses~~ in ~~the~~connection ~~periods~~with inany ~~which~~borrowings ~~they~~or ~~are~~disputes ~~incurred. In addition, we are self-insured for a portion of our exposure to third-party claims~~ related to ~~our~~such ~~employee~~financing ~~health~~agreement(s) ~~insurance~~which 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~~impact ~~our operating results and financial condition~~us. 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~~•Underwriting ~~disasters~~and Other Relationships. As part of its regular business, Blackstone provides a broad range of underwriting, investment banking, placement agent services and ~~severe~~other ~~weather~~services. In connection with selling investments by way of a public offering, a Blackstone broker-dealer may ~~affect~~act ~~our~~as ~~operating~~the ~~results~~managing underwriter or a member of the underwriting syndicate on a firm commitment basis and ~~financial~~purchase ~~condition~~securities on that basis. Blackstone may retain any commissions, remuneration, or other profits and receive compensation from such underwriting activities, which have the potential to create conflicts of interest. Blackstone may also participate in underwriting syndicates from time to time with respect to us or portfolio companies/entities of Blackstone vehicles, or may otherwise be involved in the private placement of debt or equity securities issued by us or such portfolio companies/entities, or otherwise in arranging financings with respect thereto or advising on such transactions. Subject to applicable law, Blackstone may receive underwriting fees, placement commissions, or other compensation with respect to such activities, which will not be shared with us or our unitholders.

~~Natural~~In ~~disasters~~the ~~and~~regular ~~severe~~course ~~weather~~of ~~such~~its asinvestment ~~hurricanes~~banking ~~may~~business, ~~result~~Blackstone inrepresents ~~significant~~potential ~~damage~~purchasers, tosellers ~~our~~and ~~apartment~~other ~~communities. The~~involved ~~extent~~parties, ofincluding ~~our~~corporations, ~~casualty~~financial ~~losses~~buyers, ~~and~~management, ~~loss~~shareholders inand ~~operating~~institutions, ~~income in connection~~ with ~~such~~respect ~~events~~to isassets athat ~~function~~are ofsuitable ~~the~~for ~~severity~~investment ofby ~~the event and the total amount of exposure in the affected area~~us. ~~When~~ weIn ~~have~~such ~~geographic concentration of exposures~~case, aBlackstone’s ~~single~~client ~~catastrophe~~would ~~(such~~typically asrequire anBlackstone ~~earthquake)~~to oract ~~destructive~~exclusively ~~weather event (such as a hurricane) affecting a region may have a significant adverse effect~~ on ~~our~~its ~~financial condition and results of operations. We cannot accurately predict natural disasters or severe weather~~behalf, orthereby ~~the~~precluding ~~number and type of such events that will affect~~ us~~. As~~ ~~a result, our operating and financial results may vary significantly~~ from ~~one~~acquiring ~~period~~such ~~to the next~~assets. ~~Although~~ weBlackstone ~~anticipate~~is ~~and~~under ~~plan for losses, there can be~~ no ~~assurance~~obligation ~~that~~to ~~our~~decline ~~financial~~any ~~results~~such ~~will~~engagement ~~not be adversely affected by our exposure~~ to ~~losses~~make ~~arising from natural disasters or severe weather in~~ the ~~future~~investment ~~that~~opportunity ~~exceed~~available ~~our~~to ~~previous experience and assumptions~~us.

WeBlackstone ~~depend~~has onlong-term ~~our~~relationships with a significant number of corporations and their senior management. In determining whether to invest in a particular transaction, we may consider those relationships, which may result in certain transactions that we will not undertake in view of such relationships.

~~Our~~•Service ~~success~~Providers. ~~depends~~Certain ~~upon the retention~~ of our ~~senior~~service ~~management~~providers, or their affiliates (including ~~Terry~~accountants, ~~Considine~~administrators, ~~our~~lenders, ~~chief~~brokers, ~~executive~~attorneys, ~~officer.~~consultants, Wetitle ~~have~~agents, aloan ~~succession~~servicing ~~planning~~and administration providers, property managers and ~~talent~~investment ~~development~~banking ~~process~~or ~~that~~commercial isbanking ~~designed~~firms) also provide goods or services to ~~identify~~or ~~potential~~have ~~replacements~~business, ~~and~~personal ~~develop~~or ~~our~~other ~~team~~relationships ~~members~~with toBlackstone. ~~provide~~For ~~depth~~example, Blackstone may hold equity or other investments in companies or businesses in the ~~organization~~real estate industry and aother ~~bench~~industries ofthat ~~talent~~may onprovide ~~which~~products or services to ~~draw~~or otherwise contract with us or other Blackstone vehicles. ~~However,~~ ~~there~~In ~~are~~connection nowith ~~assurances~~any ~~that~~such weinvestment, ~~would~~Blackstone beor ~~able~~other toBlackstone ~~find~~vehicles ~~qualified~~(or ~~replacements~~their ~~for~~respective ~~the~~portfolio ~~individuals~~companies/entities) ~~who~~may make upreferrals ~~our~~or ~~senior~~introductions ~~management~~to ifother ~~their~~portfolio ~~services~~companies/entities ~~were~~in noan ~~longer~~effort, ~~available.~~in ~~The~~part, ~~loss~~to ofincrease ~~services~~the customer base of ~~one~~such companies or ~~more~~businesses, ~~members~~and oftherefore ~~our~~the ~~senior~~value ~~management~~of ~~team~~the ~~could~~investment, ~~have~~or abecause ~~material~~such ~~adverse~~referrals ~~effect~~or onintroductions ~~our~~may ~~business,~~result in financial ~~condition~~incentives (including additional equity ownership) and/or ~~results~~milestones ofbenefiting ~~operations~~the referring or introducing party that are tied or related to participation by portfolio companies/entities. We dowill not ~~currently~~share ~~maintain~~in ~~key-man~~any ~~life~~fees, ~~insurance~~economics ~~for~~or ~~any~~equity accruing to Blackstone or such other Blackstone vehicles as a result of ~~our~~these ~~employees~~relationships. In addition, we may enter into agreements regarding group procurement (such as a group purchasing organization), benefits management, purchase of title and/or other insurance policies (which will from time to

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.

Table of ~~Contents~~Content

Wetime ~~believe~~be ~~that~~pooled ~~Aimco operates,~~ and ~~has~~discounted ~~always~~due ~~operated, in a manner that enables it~~ to ~~meet~~scale) ~~the~~from ~~requirements for qualification as~~ a ~~REIT~~third ~~for~~party ~~United~~or ~~States Federal income tax purposes. Aimco’s continued qualification as~~ a ~~REIT~~Blackstone ~~will~~affiliate, ~~depend~~and onother ~~its~~similar ~~satisfaction of certain asset~~operational, ~~income~~administrative, ~~investment,~~or ~~organizational,~~management ~~distribution,~~related ~~stockholder~~initiatives ~~ownership~~that ~~and~~result ~~other~~in ~~requirements~~commissions, ondiscounts aor ~~continuing~~similar ~~basis.~~payments ~~Aimco’s ability~~ to ~~satisfy~~Blackstone ~~the~~or ~~asset~~its ~~tests~~affiliates ~~depends~~(including ~~upon our analysis of the fair market values of our assets~~personnel), ~~some~~including ofrelated ~~which are not susceptible~~ to a ~~precise~~portion ~~determination,~~of ~~and for which we do not obtain independent appraisals. Aimco’s compliance with~~ the ~~REIT~~savings ~~income~~achieved ~~and~~that ~~quarterly~~may ~~asset~~result ~~requirements~~in ~~also~~higher ~~depends~~costs ~~upon~~than ~~our~~historically ~~ability~~incurred. toSuch ~~manage~~service ~~successfully~~providers ~~the~~may ~~composition~~be sources of ~~our~~investment ~~income~~opportunities ~~and~~or ~~assets~~co-investors onor ancommercial ~~ongoing basis~~counterparties. ~~Moreover,~~Such ~~the~~relationships ~~proper~~may ~~classification~~influence ofthe anGeneral ~~instrument~~Partner asin ~~debt~~deciding orwhether ~~equity~~to ~~for~~select ~~United~~such ~~States~~service ~~Federal~~provider. ~~income~~In ~~tax~~certain ~~purposes may be uncertain in some~~ circumstances, ~~which~~service ~~could~~providers, ~~affect~~or ~~the~~their ~~application~~affiliates, ofmay ~~the~~charge ~~REIT~~different ~~qualification~~rates ~~requirements.~~(including ~~Accordingly,~~below-market ~~there~~rates ~~can~~or beat no ~~assurance~~cost) ~~that the Internal Revenue Service,~~ or ~~the~~have ~~IRS,~~different ~~will~~arrangements ~~not~~for ~~contend~~services ~~that~~provided ~~our~~to ~~interests~~Blackstone ~~in subsidiaries~~ or ~~other~~its ~~issuers~~affiliates ~~constitutes~~as acompared ~~violation~~to ofservices ~~the~~provided ~~REIT~~to ~~requirements. Moreover~~us, ~~future~~which ~~economic,~~in ~~market,~~certain ~~legal,~~circumstances ~~tax or other considerations~~ may ~~cause~~result ~~Aimco~~in tomore ~~fail~~favorable torates ~~qualify as a REIT,~~ or ~~Aimco’s~~arrangements ~~Board~~than ofthose ~~Directors~~payable ~~may~~by ~~determine to revoke its REIT status~~us.

~~REIT~~In ~~distribution~~addition, ~~requirements~~certain ~~limit~~advisors ~~our~~and ~~available~~service ~~cash~~providers (including law firms) may temporarily provide their personnel to Blackstone, us or other Blackstone vehicles or their portfolio companies pursuant to various arrangements including at cost or at no cost. While often we and such other Blackstone-advised funds and their portfolio companies are the beneficiaries of these types of arrangements, Blackstone is from time to time a beneficiary of these arrangements as well, including in circumstances where the advisor or service provider also provides services to us in the ordinary course. Such personnel may provide services in respect of multiple matters, including in respect of matters related to Blackstone, its affiliates and/or portfolio companies and any costs of such personnel may be allocated accordingly.

As•Material aNon-Public ~~REIT~~Information. We, ~~Aimco~~directly isor ~~subject~~through toBlackstone, ~~annual~~the ~~distribution~~General ~~requirements. As~~Partner ~~Aimco’s~~or ~~operating~~certain ~~partnership,~~of ~~the~~their ~~Aimco~~respective ~~Operating~~affiliates ~~Partnership~~may ~~pays~~come ~~distributions~~into ~~intended~~possession toof ~~satisfy~~material ~~Aimco’s~~non-public ~~distribution requirements~~information. ~~This~~ ~~limits~~Disclosure ~~the~~of ~~amount~~such ofinformation ~~cash~~to ~~available~~the personnel responsible for ~~other~~management of our business ~~purposes,~~may ~~including~~be ~~amounts~~on a need-to-know ~~fund~~basis ~~our~~only, ~~growth. Aimco~~and ~~generally~~we ~~must~~may ~~distribute~~not ~~annually~~be atfree ~~least~~to ~~90%~~act ofupon ~~its~~any ~~REIT~~such ~~taxable~~information. ~~income~~Therefore, ~~determined~~we ~~without~~may ~~regard~~not have access to material non-public information in the ~~dividends~~possession ~~paid~~of ~~deduction~~Blackstone ~~and~~which ~~excluding~~might ~~any~~be ~~net~~relevant ~~capital~~to ~~gain~~an investment decision to be made by the General Partner on our behalf, inand ~~order~~the ~~for~~General ~~its~~Partner ~~distributed~~may ~~earnings~~initiate ~~not~~a totransaction beor ~~subject~~purchase toor ~~United~~sell ~~States~~an ~~Federal~~investment ~~corporate~~which, ~~income~~if ~~tax. We~~such ~~intend~~information tohad ~~make~~been ~~distributions~~known to ~~Aimco’s~~it, ~~stockholders~~may tonot ~~comply~~have ~~with~~been ~~the~~undertaken. ~~requirements~~Due ofto these restrictions, the ~~Code.~~General ~~However,~~Partner ~~differences~~may innot ~~timing~~be ~~between~~able ~~the~~to ~~recognition~~initiate ofa ~~taxable~~transaction ~~income~~on ~~and~~our ~~the~~behalf ~~actual~~that ~~receipt~~it ofotherwise ~~cash~~might ~~could~~have ~~require~~initiated usand tomay ~~sell~~not ~~apartment~~be ~~communities~~able to purchase or ~~borrow~~sell ~~funds~~an oninvestment athat ~~short-term~~it orotherwise ~~long-term~~might ~~basis~~have topurchased ~~meet~~or ~~the~~sold, ~~90%~~which ~~distribution~~could ~~requirement~~negatively ofaffect ~~the~~our ~~Code~~operations.

~~Limits~~•Possible onFuture ~~ownership~~Activities. ofBlackstone ~~shares~~and intheir ~~Aimco’s~~affiliates ~~charter~~continue ~~may~~to ~~result~~develop inrelationships ~~the~~with ~~loss~~a significant number of ~~economic~~companies, financial sponsors and ~~voting~~their ~~rights~~senior managers, including relationships with clients who may hold or may have held investments similar to those intended to be made by ~~purchasers~~us. These clients may themselves represent appropriate investment opportunities for us or may compete with us for investment opportunities. In addition, Blackstone may enter into one or more strategic relationships in certain regions or with respect to certain types of investments that, ~~violate~~although ~~those~~intended ~~limits~~to provide greater opportunities for us, may require us to share such opportunities or otherwise limit the amount of an opportunity we can otherwise take.

~~Aimco’s~~•Transactions ~~charter~~with ~~limits~~Blackstone ~~ownership of Common Stock by any single stockholder (applying certain “beneficial ownership” rules under the Federal securities laws) to 8~~Vehicles.7% ~~(or~~From uptime to ~~12.0% upon a waiver from Aimco’s Board of Directors) of outstanding shares of Common Stock~~time, orwe ~~15%~~may inenter ~~the~~into ~~case~~purchase ~~of certain pension trusts, registered investment companies~~ and ~~Mr.~~sale ~~Considine.~~transactions ~~Aimco’s~~with ~~charter~~Blackstone ~~also limits ownership of Aimco’s Common Stock and preferred stock by any single stockholder to 8~~vehicles.7% ofSuch ~~the~~transactions ~~value~~will ofbe ~~the~~conducted ~~outstanding Common Stock and preferred stock, or 15%~~ in ~~the~~accordance ~~case~~with ofour ~~certain~~internal ~~pension~~corporate ~~trusts,~~policies ~~registered~~and ~~investment~~applicable ~~companies~~laws and ~~Mr.~~regulations ~~Considine. The~~to ~~charter~~ensure ~~also~~fairness ~~prohibits~~to ~~anyone from buying shares of Aimco’s capital stock if~~ the ~~purchase~~Operating ~~would result in Aimco losing its REIT status~~Partnership. 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:

•Family Relationships. Certain personnel and other professionals of Blackstone have family members or relatives that are actively involved in the ~~transfer~~industries and sectors in which we invest and/or have business, personal, financial or other relationships with companies in the real estate industry, which gives rise to potential or actual conflicts of interest. For example, such family members or relatives might be officers, directors, personnel or owners of companies or assets which are actual or potential investments of us or our other counterparties. Moreover, in certain instances, we may transact with companies that are owned by such family members or relatives or in respect of which such family members or relatives have other involvement. In most such circumstances, we will not be ~~considered~~precluded ~~null~~from ~~and~~undertaking ~~void;~~any of these investment activities or transactions. To the extent Blackstone determines appropriate, it may put in place conflict mitigation strategies with respect to a particular circumstance, such as internal information barriers or recusal, disclosure or other steps determined appropriate by Blackstone or the General Partner.

•Risks weRelated ~~will~~to ~~not reflect the transaction on Aimco’s books;~~Valuation

•Redemptions weof ~~may~~our ~~institute~~units ~~legal~~are ~~action~~generally tobased ~~enjoin~~on ~~the~~our ~~transaction;~~most recent quarter-end calculations of NAV per common OP unit, which calculations are not current as of a future date.

•Generally, the price at which we ~~may~~make ~~demand~~redemptions ~~repayment~~of our common OP Units will equal the NAV (as defined in our Valuation Policy) per common OP Unit as of ~~any~~the ~~dividends~~last ~~received~~day byof the ~~affected~~prior ~~person~~calendar onquarter. ~~those~~The ~~shares;~~NAV per common OP Unit,

• 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.

Table of ~~Contents~~Content

~~Aimco’s~~if ~~charter~~calculated as of the date on which you deliver a Notice of Redemption (as defined in our Partnership Agreement), may ~~limit~~be significantly different than the ~~ability~~redemption price you receive. Certain of aour ~~third~~investments ~~party~~or toliabilities ~~acquire~~could ~~control~~change in value significantly between the end of ~~Aimco~~the prior calendar quarter as of which our NAV per common OP Unit is determined and the date that you deliver a Notice of Redemption. Because the price at which your common OP Units may be redeemed by us is generally based on our prior calendar quarter’s NAV per common OP Unit, you may receive less than realizable value for your investment.

The ~~8.7%~~General ~~ownership~~Partner ~~limit~~has ~~discussed~~discretion ~~above~~to ~~may~~determine ~~have~~whether ~~the effect of delaying or precluding acquisition of control of Aimco by~~ a ~~third~~Material ~~party~~Event 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, 2014, 500,787,260 shares were classified (as ~~Common~~defined ~~Stock,~~in ofour ~~which~~Valuation ~~146,403,274~~Policy) ~~were~~has ~~outstanding~~occurred, and ~~9,800,240~~whether ~~shares~~and ~~were~~in ~~classified~~what asamount ~~preferred~~to ~~stock,~~make ofadjustments ~~which~~to ~~6,391,697 were outstanding. Under Aimco’s charter, its Board of Directors has~~ the ~~authority~~Value ~~to classify and reclassify any~~ of ~~Aimco’s~~a ~~unissued~~REIT ~~shares~~Share of(as ~~capital~~defined ~~stock~~in ~~into~~our ~~shares~~Valuation ~~of capital stock with such preferences~~Policy), ~~conversion~~prior ~~or other rights, voting power restrictions, limitations as~~ to ~~dividends, qualifications or terms or conditions of redemptions as~~ the ~~Board~~end of ~~Directors may determine. The authorization and issuance of a new class of capital stock could have~~ the ~~effect~~then-current ofcalendar ~~delaying or preventing someone from taking control of Aimco, even if a change in control were in Aimco’s stockholders’ best interests~~quarter.

The ~~Maryland~~General Partner may, in its sole discretion, but is not obligated to, determine the Value of a REIT Share as of any particular Valuation Date (as referenced in our Valuation Policy) to be an amount that it believes is more appropriate than the most recently determined NAV per common OP Unit (including by updating a previously determined NAV per common OP Unit) where it believes there has been a Material Change (as defined in our Valuation Policy) (positive or negative) to our NAV per common OP Unit since the end of the prior calendar quarter. If the General ~~Corporation~~Partner ~~Law~~determines that a Material Event has not occurred, or determines that one has occurred but does not adjust the Value of a REIT Share to account for such Material Change, you may ~~limit~~receive less than realizable value for your investment. On the ~~ability~~other hand, if the General Partner determines that a Material Event has occurred and adjusts the Value of a ~~third~~REIT ~~party~~Share to ~~acquire~~account ~~control~~for such Material Change, the amount of ~~Aimco~~the adjustment may not fully and accurately reflect the impact of the Material Event. As a result, you may receive less than realizable value for your investment. See “-It may be difficult to reflect, fully and accurately, material events that may impact our quarterly NAV per common OP Unit” below.

AsValuations ~~a Maryland corporation, Aimco is subject to various Maryland laws that may have the effect of discouraging offers to acquire Aimco~~ and ~~increasing~~appraisals ~~the difficulty~~ of ~~consummating~~our ~~any~~real ~~such~~estate ~~offers,~~are ~~even~~estimates 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.~~value The Maryland General Corporation 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~~may ~~the~~not ~~sole~~necessarily ~~power~~correspond to ~~fix~~realizable ~~the record date, time and place for special meetings of the stockholders~~value. ~~To date, Aimco has not adopted a stockholders’ rights plan. In addition, the Maryland General Corporation Law provides that a corporation that:~~

•The ~~has~~General atPartner ~~least~~calculates ~~three~~NAV ~~directors~~by ~~who~~valuing ~~are~~our ~~not~~properties ~~officers~~quarterly, orbased ~~employees~~on ofcurrent ~~the~~material ~~entity~~market ordata ~~related~~and toother information deemed relevant, with review for reasonableness each quarter by an ~~acquiring~~independent ~~person;~~valuation advisor. Each property will be valued by an independent third-party appraisal firm annually. Annual appraisals may be delayed for a short period in certain circumstances. Concurrent with the appraisal process, the General Partner will value each property and, taking into account the appraisal, among other factors, will determine the appropriate valuation within the range provided by the independent third-party appraisal firm.

•Although ~~has~~quarterly avaluations ~~class~~of each of ~~equity~~our ~~securities~~real ~~registered~~properties ~~under~~will be reviewed for reasonableness by an independent valuation advisor, such reviews are based on asset- and portfolio-level information provided by the ~~Securities~~General ~~Exchange~~Partner, ~~Act~~including historical operating revenues and expenses of ~~1934~~the properties, lease agreements on the properties, revenues and expenses of the properties, information regarding recent or planned capital expenditures and any other information relevant to valuing the real property, which information will not be independently verified by the independent valuation advisor. While the independent valuation advisor is responsible for reviewing our property valuations as ~~amended~~set forth in our Valuation Policy, the independent valuation advisor is not responsible for, and does not calculate, our NAV per common OP Unit, and the General Partner is ultimately and solely responsible for the determination of our NAV per common OP Unit.

~~may~~Within ~~elect~~the inparameters ~~its~~of ~~charter~~our orValuation ~~bylaws~~Policy, orthe byvaluation ~~resolution~~methodologies ofused ~~the~~to ~~board~~value our properties and certain of ~~directors~~our investments will involve subjective judgments and projections with respect to industry performance, general business, economic and regulatory conditions and other matters, many of which are beyond its control and our control, as well as certain factual matters, and may not be ~~subject~~accurate. For example, our independent valuation advisor and other independent third-party appraisal firms will assume that we have clear and marketable title to ~~all~~each real estate property valued, that no title defects exist unless specifically informed to the contrary, that improvements were made in accordance with law, that no hazardous materials are present or ~~part~~were ofpresent apreviously, ~~special~~that ~~subtitle~~no deed restrictions exist, and that ~~provides~~no changes to zoning ordinances or regulations governing use, density or shape are pending or being considered. Furthermore, our independent valuation advisor’s review, opinions and conclusions will necessarily be based upon market, economic, financial and other circumstances and conditions existing prior to the valuation, and any material change in such circumstances and conditions may affect our independent valuation advisor’s review and conclusions. Our independent valuation advisor’s review reports may contain other assumptions, qualifications and limitations set forth in the respective appraisal reports that: qualify the review, opinions and conclusions set forth therein. Further, valuations do not necessarily represent the price at which an asset would sell, since market prices of assets can only be determined by negotiation between a willing buyer and seller.

• 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.

Table of ~~Contents~~Content

~~Item~~As 2such, valuations and appraisals of our properties will be only estimates of fair value, and the carrying value of our real properties may not reflect the price at which the properties could be sold in the market. ~~Properties~~ Our NAV per common OP Unit does not represent the amount of our assets less our liabilities in accordance with GAAP. The difference between carrying value and the ultimate sales price could be material. In addition, accurate valuations are more difficult to obtain in times of low transaction volume because there are fewer market transactions that can be considered in the context of the appraisal. There will be no retroactive adjustment in the valuation of such assets or the price we paid to redeem common OP Units to the extent such valuations prove to not accurately reflect the realizable value of our assets. Because the price at which your common OP Units may be redeemed by us is generally based on our prior calendar quarter’s NAV per common OP Unit, you may receive less than realizable value for your investment.

Our ~~portfolio~~NAV ~~includes~~per ~~garden~~common ~~style,~~OP ~~mid-rise~~Unit ~~and~~may ~~high-rise~~change ~~apartment~~materially ~~communities~~if ~~located in 23 states and~~ the ~~District~~appraised values of ~~Columbia.~~our ~~Our~~properties ~~geographic~~materially ~~allocation~~change ~~strategy~~from ~~focuses~~prior onappraisals, the ~~largest~~actual ~~coastal~~operating ~~and~~results ~~job~~for ~~growth~~a ~~markets~~particular incalendar ~~the~~quarter ~~United~~differ ~~States,~~from ~~which~~what ~~are~~we ~~grouped~~originally ~~according~~budgeted tofor ~~the~~that ~~West~~quarter ~~and~~or ~~East~~if ~~areas~~the ~~into~~value ~~which~~of ~~our~~a ~~property~~liability ~~operations~~(contingent ~~team~~or otherwise) is ~~organized. The~~determined ~~following~~to ~~table~~be ~~sets~~different ~~forth~~than ~~information~~initially ~~on all of our apartment communities as of December 31, 2014:~~anticipated.

	Number of Apartment Communities	Number of Apartment Homes	Average Ownership
Conventional:
Los Angeles	13	4,319	85	%
Orange County	4	1,213	100	%
San Diego	12	2,430	97	%
East Bay	2	413	100	%
San Jose	2	548	100	%
San Francisco	7	1,208	100	%
Chicago	10	3,245	100	%
Denver	9	2,353	97	%
Phoenix	2	812	100	%
Seattle	2	239	100	%
West	63	16,780	95	%
Atlanta	7	1,403	99	%
Boston	12	4,173	100	%
Manhattan	17	775	100	%
Miami	5	2,530	100	%
Philadelphia	6	3,537	98	%
Suburban New York - New Jersey	2	1,162	100	%
Washington - Northern Virginia - Maryland	14	6,547	100	%
East	63	20,127	99	%
Total target markets	126	36,907	97	%
Other markets	18	6,486	97	%
Total conventional owned and managed	144	43,393	97	%
Affordable	59	8,943	93	%
Total	203	52,336	97	%

Each of our properties will be appraised at least once per year. When these appraisals are considered by the General Partner for purposes of valuing the relevant property, there may be a material change in our NAV per common OP Unit from the value previously reported. In addition, actual operating results for a given calendar quarter may differ from what we originally budgeted for that quarter. It is also possible that we determine that we underestimated or overestimated the value of our existing liabilities (contingent or otherwise) in a prior calendar quarter. Any of the foregoing may cause a material increase or decrease in the NAV per common OP Unit for a subsequent calendar quarter. We will not retroactively adjust the NAV per common OP Unit reported for a previous calendar quarter. Therefore, because a new annual appraisal may differ materially from the prior appraisal, the actual results from operations may be better or worse than what we previously budgeted for a particular calendar quarter or because the value of our liabilities may be different than originally anticipated, the adjustment to take into consideration the new appraisal, actual operating results or new valuation of liabilities may cause the NAV per common OP Unit to increase or decrease, and such increase or decrease will occur only as of the end of the calendar quarter in which the adjustment is made.

AtIt ~~December 31,~~may ~~2014,~~be wedifficult ~~owned~~to ~~an equity interest in and consolidated within our financial statements 192 apartment communities containing 51~~reflect,~~507~~ ~~apartment~~fully homes. These consolidated apartment communities contain, on average, 268 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~~accurately, ~~clubhouses,~~material ~~spas,~~events ~~fitness~~that ~~centers,~~may ~~dog~~impact 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~~quarterly ~~apartment~~NAV ~~communities~~per ~~also~~common ~~offer~~OP ~~premium features including designer kitchens and bathroom finishes~~Unit. 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, 2014, we held an equity interest in and did not consolidate within our financial statements 11 apartment communities containing 829 apartment homes.

The ~~majority~~General Partner’s determination of our ~~consolidated~~quarterly ~~apartment~~NAV ~~communities~~per ~~are~~common ~~encumbered~~OP byUnit ~~property~~will ~~debt. At~~be ~~December 31,~~based ~~2014,~~in ~~171~~part on appraisals of each of our ~~consolidated~~properties ~~apartment~~provided ~~communities~~annually ~~were~~by ~~encumbered~~independent third-party appraisal firms and reviewed by an independent valuation advisor, each in ~~aggregate,~~accordance ~~$4,022~~with Valuation Policy.8 ~~million~~As ofa ~~property~~result, ~~debt~~our ~~with~~published aNAV ~~weighted~~per ~~average~~common ~~interest~~OP ~~rate~~Unit ofin 5any given calendar quarter may not fully reflect any or all changes in value that may have occurred since the most recent appraisal or valuation.~~17%~~ The General Partner will review appraisal reports and ais ~~weighted~~responsible ~~average~~for ~~maturity~~notifying ofthe ~~8.1~~applicable ~~years,~~independent ~~respectively. Each~~valuation advisor of the ~~non-recourse~~occurrence of any property-specific ~~debt~~or ~~instruments~~market-driven ~~comprising~~event ~~this~~it ~~total~~believes ~~are~~may ~~collateralized~~cause bya ~~one~~material valuation change in the real estate valuation, but it may be difficult to reflect fully and accurately rapidly changing market conditions or material events that may impact the value of our ~~apartment~~real ~~communities~~estate or liabilities between valuations, ~~without~~or ~~cross-collateralization~~to obtain complete information regarding any such events in a timely manner. For example, ~~with~~an unexpected termination or renewal of a material lease, a material increase or decrease in vacancies or an ~~aggregate~~unanticipated ~~gross~~structural ~~book~~or environmental event at a property may cause the value of ~~$7,288.3~~a ~~million. Refer~~property to ~~Note~~change 5materially, toyet obtaining sufficient relevant information after the ~~consolidated~~occurrence has come to light and/or analyzing fully the financial ~~statements~~impact inof ~~Item~~such 8an ~~for~~event ~~additional~~may ~~information~~be ~~regarding~~difficult ~~our~~to ~~property~~do ~~debt~~and may require some time. As ofa ~~December 31~~result, ~~2014,~~the weNAV ~~had~~per 15common ~~unencumbered~~OP ~~consolidated~~Unit ~~apartment~~may ~~communities~~not reflect a material event until such time as sufficient information is available and analyzed, ~~which~~and wethe ~~expect~~financial toimpact ~~hold~~is ~~beyond~~fully ~~2015~~evaluated, such that our NAV per common OP Unit may be appropriately adjusted in accordance with anour ~~estimated~~Valuation ~~fair~~Policy. ~~value~~Depending on the circumstance, the resulting potential disparity in our NAV per common OP Unit may be in favor or to the detriment of ~~more~~either ~~than~~unitholders $1who ~~billion~~deliver a Notice of Redemption, or other existing unitholders.

NAV calculations are not governed by governmental or independent securities, financial or accounting rules or standards.

While we believe our NAV calculation methodologies are consistent with standard industry practices, there is no SEC or other regulatory agency rule or regulation that requires we calculate NAV, or the components used in calculation NAV, in a certain way. As a result, other companies in the real estate industry may use different methodologies or assumptions to determine NAV.

Further, there are no accounting rules or standards that prescribe which components should be used in calculating NAV, and our NAV per common OP Unit is not audited by our independent registered public accounting firm. We will calculate and publish NAV per common OP Unit quarterly solely for purposes of establishing the Value of a REIT Share and similar terms as set forth in our Partnership Agreement, including for purposes of redeeming common OP Units in

Table of ~~Contents~~Content

~~Item~~accordance 3with the Partnership Agreement. ~~Legal~~ ~~Proceedings~~You should not view our quarterly NAV per common OP Unit, on its own, as a measure of our historical or future financial condition or performance. The components and methodology used in calculating our NAV per common OP Unit may differ from those used by other companies now or in the future.

AsIn ~~further~~addition, ~~discussed~~calculations inof ~~Note~~our 7NAV toper ~~the~~common ~~consolidated~~OP ~~financial statements in Item 8~~Unit, weto ~~are~~the ~~engaged~~extent inthat ~~discussions~~they ~~with~~incorporate ~~the~~valuations ~~Environmental~~of ~~Protection~~our ~~Agency,~~assets orand ~~EPA~~liabilities, ~~regarding~~are annot ~~environmental~~prepared ~~matter~~in ataccordance anwith ~~apartment~~GAAP. ~~community~~These wevaluations ~~previously~~may ~~owned. Although~~differ ~~the~~from ~~outcome~~liquidation ofvalues ~~the~~that ~~process~~could webe ~~are~~realized ~~undergoing~~in ~~with~~ the ~~EPA~~event isthat ~~uncertain,~~ we dowere ~~not~~forced ~~expect the resolution~~ to ~~have~~sell ~~a material adverse effect on our consolidated financial condition, results of operations or cash flows~~assets.

~~Item~~Additionally, 4errors may occur in calculating our NAV per common OP Unit, which could impact the price at which we redeem common OP Units. ~~Mine~~ ~~Safety~~If ~~Disclosures~~such errors were to occur, the General Partner, depending on the circumstances surrounding each error and the extent of any impact the error has on the price at which common OP Units are redeemed, may determine in its sole discretion to take certain corrective actions in response to such errors, including making adjustments to prior NAV calculations. You should carefully review the disclosure of our Valuation Policy as described above and how NAV per common OP Unit will be calculated.

~~Not~~We ~~applicable~~may need to adjust the methodologies used in calculating NAV per common OP Unit in certain situations.

~~PART~~While IIthe methodologies contained in our Valuation Policy are designed to operate reliably within a wide variety of circumstances, it is possible that in certain unanticipated situations or after the occurrence of certain extraordinary events (such as a significant disruption in relevant markets, a terrorist attack or an act of nature), our ability to calculate NAV per common OP unit may be impaired or delayed, including, without limitation, circumstances where there is a delay in accessing or receiving information from vendors or other reporting agents upon which we may rely upon in determining the quarterly value of our NAV. In these circumstances, a more accurate valuation of our NAV per common OP unit could be obtained by using different assumptions or methodologies. Accordingly, in special situations when, in the General Partner’s reasonable judgment, the administration of the Valuation Policy would result in a valuation that does not represent a fair and accurate estimate of the value of our investment, alternative methodologies may be applied.

~~Item~~Our ~~5. Market~~independent ~~for~~valuation ~~the~~advisor ~~Registrant’s~~and/or ~~Common~~independent ~~Equity,~~third-party ~~Related~~appraisers ~~Stockholder~~may ~~Matters~~have conflicts of interests and ~~Issuer~~other ~~Purchases~~relationships ofwith ~~Equity~~us ~~Securities~~and our affiliates.

~~Aimco~~To the extent engaged, we expect to pay fees to our independent valuation advisor upon its delivery to us of its review reports. We also expect to agree to indemnify any independent valuation advisor against certain liabilities arising out of its engagement.

~~Aimco’s~~We ~~Common~~expect ~~Stock~~that ~~has~~any ~~been~~independent ~~listed~~valuation advisor and ~~traded~~certain onof the ~~NYSE~~independent ~~under~~third-party ~~the~~appraisers ~~symbol~~we ~~“AIV”~~engage ~~since~~will ~~July~~have 22provided, ~~1994~~and will be expected to continue to provide, real estate appraisal, appraisal management and real estate valuation advisory services to Blackstone and its affiliates and will have received, and would be expected to continue to receive, fees in connection with such services. ~~The~~We ~~following~~also ~~table~~expect ~~sets~~that ~~forth~~any independent valuation advisor and certain of the ~~quarterly~~independent ~~high~~third-party appraisers we may engage, and ~~low~~their ~~sales~~respective ~~prices~~affiliates, may from time to time in the future perform other commercial real estate and financial advisory services for Blackstone and its affiliates, or in transactions related to the properties that are the subjects of ~~our~~the ~~Common~~valuations ~~Stock~~being performed for us, or otherwise, so long as ~~reported~~such onother services do not adversely affect the ~~NYSE,~~independence ~~and~~of the ~~dividends~~independent ~~declared~~valuation advisor or the applicable appraiser as certified in the ~~periods~~applicable ~~indicated:~~appraisal report.

Quarter Ended	High		Low		DividendsDeclared(per share)
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
December 31, 2013	$	29.62	$	24.78	$	0.24
September 30, 2013	31.76		26.95		0.24
June 30, 2013	33.44		27.31		0.24
March 31, 2013	30.85		27.04		0.24

We do not make any representations, warranties or guarantees regarding the accuracy of our NAV.

~~Aimco’s~~As ~~Board~~described ofabove, ~~Directors~~valuations ~~determines~~ and ~~declares~~appraisals ~~its dividends. In making a dividend determination, Aimco’s Board~~ of ~~Directors~~our ~~considers~~real aestate ~~variety~~are ofestimates ~~factors, including: REIT distribution requirements; current market conditions; liquidity needs and other uses~~ of ~~cash,~~fair ~~such~~value ~~as for deleveraging~~ and ~~accretive~~may ~~investment~~not ~~activities. Aimco’s~~necessarily ~~Board~~correspond ofto ~~Directors~~realizable ~~targets a dividend payout ratio of approximately 60% of Adjusted Funds From Operations (which is defined in Item 7)~~value. In ~~January 2015~~Accordingly, ~~Aimco’s~~we ~~Board~~do ofnot ~~Directors declared a cash dividend of $0.28 per share on its Common Stock~~represent, ~~which~~warrant is payable on February 27, 2015, to stockholders of record on February 13, 2015. Aimco’s Board of Directors anticipates similar per share quarterly cash dividends for the remainder of 2015. However, the Board of Directors may adjust the dividend amount or ~~the~~guarantee ~~frequency with which the dividend is paid based on then prevailing facts and circumstances.~~ that:

On•a ~~February 20,~~unitholder ~~2015,~~would ~~the~~be ~~closing~~able ~~price~~to ofrealize the ~~Common~~NAV ~~Stock was $38.24~~ per ~~share,~~common asOP ~~reported~~unit onfor the ~~NYSE,~~common ~~and~~OP ~~there~~Units were 156,277,762 shares of Common Stock outstanding, held by 2,063 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~~unitholder orowns ~~clearing~~if ~~agency,~~the ~~but~~unitholder ~~does~~attempts ~~include~~to ~~each~~sell ~~such~~its ~~broker~~common orOP ~~clearing agency as one recordholder.~~Units;

As •a ~~REIT,~~unitholder ~~Aimco~~would isultimately ~~required~~realize todistributions ~~distribute~~per ~~annually~~common toOP ~~holders~~unit ofequal ~~its~~to ~~Common~~the ~~Stock~~NAV atper ~~least~~common ~~90%~~OP ofunit ~~its~~for ~~“real~~the ~~estate~~common ~~investment~~OP ~~trust~~Units ~~taxable~~it ~~income,”~~owns ~~which,~~upon asliquidation ~~defined~~of byour ~~the~~assets ~~Code~~ and ~~United~~settlement ~~States Department~~ of ~~Treasury~~our ~~regulations,~~liabilities isor ~~generally~~a ~~equivalent~~sale toof ~~net~~our ~~taxable ordinary income.~~ company;

~~From~~•our ~~time to time, Aimco may issue shares of Common Stock in exchange for~~ common ~~and preferred~~ OP Units ~~tendered~~would totrade ~~the~~at ~~Aimco~~their ~~Operating~~NAV ~~Partnership~~per 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~~unit oron ~~the~~a ~~applicable~~national ~~conversion~~securities ~~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, 2014, 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, ;

•a third party would offer the NAV per common OP Unit in an arm’s-length transaction to purchase all or substantially all of our common OP Units; or

Table of ~~Contents~~Content

~~2014,~~•the weNAV ~~issued~~per ~~approximately~~Common ~~4,200~~OP ~~shares~~Unit ofwould ~~Common~~equate ~~Stock~~to ina ~~exchange~~market ~~for~~price ~~limited~~of ~~partnership~~an ~~interests~~open-ended ~~in consolidated~~ real estate ~~partnerships~~fund.

~~Aimco’s~~ITEM ~~Board of Directors has, from time to time, authorized Aimco to repurchase shares of its outstanding capital stock~~1B. ~~There~~ ~~were~~UNRESOLVED noSTAFF repurchases of Aimco shares during the year ended December 31, 2014. As of December 31, 2014, 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. COMMENTS

~~Performance Graph~~None.

~~The~~ITEM ~~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~~1C. 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, 2009, and that all dividends paid have been reinvested. The historical information set forth below is not necessarily indicative of future performance.CYBERSECURITY

	For the fiscal years ended December 31,
Index	2009		2010		2011		2012		2013		2014
Aimco	$	100.00	$	164.61	$	148.78	$	181.05	$	179.15	$	265.21
MSCI US REIT	100.00		128.48		139.65		164.46		168.52		219.72
S&P 500	100.00		115.06		117.49		136.30		180.44		205.14
NAREIT Apartment Index	100.00		147.04		169.23		180.97		169.76		237.02

Risk Management and Strategy

~~Source: SNL~~The ~~Financial~~AIR LCOperating Partnership takes a risk-based approach to cybersecurity and has implemented cybersecurity policies throughout its operations that are designed to address cybersecurity threats and incidents. We regularly assesses risks from cybersecurity threats, ~~Charlottesville~~monitors its information systems for potential vulnerabilities, VAand ©tests ~~2015~~those systems according to our cybersecurity policies, standards, processes, and practices, which are integrated into our overall approach to enterprise risk management. To protect its information systems from cybersecurity threats, We use various security tools that help it identify, escalate, investigate, resolve, and recover from security incidents in a timely manner. Our cybersecurity program is designed to align with the National Institute of Technology Standards Cybersecurity Framework 2.0, which provides a structured approach for governing, assessing, identifying, and managing material risks from cybersecurity threats.

The AIR Operating Partnership’s technology team, under the leadership of our Senior Vice President of Technology and Chief Technology Officer, who has over 30 years of technology management experience, defines an annual work plan designed to maintain strong cybersecurity maturity, set improvement objectives of key controls and systems, including feedback from third-party assessments, and identify and implement on-going investments to replace or upgrade systems or technologies and proactively maintain strong security. As part of our annual planning, management conducts regular tabletop testing of our incident response plan to increase awareness, establish key decision-making criteria, ensure effective communication among key stakeholders, and comply with our disclosure obligations. We also partner with third-party experts to assess the effectiveness of our cybersecurity prevention and response systems and processes (e.g., periodic penetration testing and assessments of IT general controls). We also engage vendors to enhance cybersecurity safeguards and improve incident response and updates or replaces systems and applications as appropriate to improve data processing and storage management and enhance security. To further protect our information systems, we structure and monitor our relationships with third-party service providers and periodically conduct due diligence on their cybersecurity architecture and process design.

To date, cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected us and we believe are not reasonably likely to have a material adverse effect on us, including its business strategy, results of operations, or financial condition. For additional information on cybersecurity risks and potential related impacts on AIR Operating Partnership, refer to “Our business and operations would suffer in the event of significant disruptions or cyberattacks of our information technology systems or our failure to comply with laws, rules and regulations related to privacy and data protection.” in Part I, Item 1A, Risk Factors.

Governance

Our Senior Vice President of Technology and Chief Technology Officer, in coordination with other members of AIR Operating Partnership’s management, is responsible for leading the assessment and management of cybersecurity threats. AIR Operating Partnership has implemented a governance program for its cybersecurity efforts. This includes regularly updating privacy notices, terms of use, and lease documents, as well as identifying responsible teammates to facilitate the implementation of cybersecurity priorities. These teammates report regularly to senior management on risk identification, safeguards, and mitigation steps. AIR Operating Partnership has developed and implemented policies to identify and mitigate cybersecurity risks and provides training to teammates at onboarding and annually thereafter. Updates are communicated to all teammates, and actionable guidance is provided when new risks arise. Our Board of Directors (i.e., the Board of Directors of AIR, with AIR as the sole member of the sole member of the General Partner) will receive updates on the AIR Operating Partnership’s cybersecurity profile risk assessment and technology environment and the broader technology landscape as and when appropriate.

Table of ~~Contents~~Content

~~The~~ITEM 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 reference2. PROPERTIES

~~The~~Additional information ~~required~~about byour ~~Item~~consolidated 5real ~~with~~estate, ~~respect~~including toproperty ~~securities~~debt, ~~authorized~~is ~~for~~contained ~~issuance~~in ~~under~~“Schedule ~~equity~~III ~~compensation~~– ~~plans~~Real isEstate ~~incorporated~~and byAccumulated ~~reference~~Depreciation” in ~~Part III, Item 12 of~~ this Annual Report on Form 10-K.

Our portfolio is diversified by both geography and price point, with a mix of urban and suburban submarkets, and consists of market rate apartment communities in which we own a substantial interest. Our portfolio includes garden style, mid-rise, and high-rise apartment communities located in 10 states and the District of Columbia. Our portfolio strategy seeks predictable rent growth from a portfolio of apartment communities diversified among some of the largest markets in the United States. The ~~Aimco~~following ~~Operating~~table ~~Partnership~~sets forth information on the apartment communities in our portfolio as of December 31, 2024:

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, 2014 and 2013:


	Number of Apartment Communities	Number of Apartment Homes	Average Economic Ownership
Bay Area	8	2,077	73	%
Boston	6	1,284	100	%
Denver	8	2,280	87	%
Los Angeles	9	3,815	78	%
Miami	10	3,994	96	%
Philadelphia	9	2,749	75	%
San Diego	6	2,367	81	%
Washington, D.C.	13	6,837	69	%
Other markets	8	1,992	100	%
Total portfolio (1)	77	27,395	81	%

Quarter Ended	2014		2013
December 31	$	0.26	$	0.24
September 30	0.26		0.24
June 30	0.26		0.24
March 31	0.26		0.24

(1)Total portfolio represents the number of apartment communities in which we owned an equity interest.

~~During~~As ~~the~~of ~~years ended~~ December 31, ~~2014~~2024, ~~and~~on ~~2013,~~a ~~the~~consolidated ~~Aimco~~basis, ~~Operating~~our ~~Partnership’s~~apartment ~~distributions~~communities ~~per~~contained, ~~common~~on ~~partnership~~average, ~~unit~~356 ~~were~~apartment ~~equal~~homes, towith the ~~dividends~~largest ~~Aimco~~community ~~declared~~containing ~~per~~2,113 ~~share~~apartment homes. These apartment communities offer residents a range of ~~its~~amenities, ~~Common~~including ~~Stock~~resort pools with cabanas, grills, clubhouses, spas, fitness centers, package lockers, dog parks, and large open spaces. We ~~intend~~Many ~~for~~of the ~~Aimco~~apartment ~~Operating~~homes ~~Partnership’s~~offer ~~future~~features ~~common~~such ~~partnership~~as ~~unit~~granite ~~distributions~~countertops, towood beflooring, ~~equal~~stainless tosteel ~~Aimco’s~~appliances, ~~Common~~fireplaces, ~~Stock~~spacious ~~dividends.~~closets, washer and dryer connections, balconies, and patios.

AtAs ~~February~~of December 2031, ~~2015~~2024, ~~there~~on ~~were~~a ~~163~~consolidated basis,~~916,771~~ ~~common~~apartment ~~partnership~~communities ~~units~~in ~~and~~our ~~equivalents~~portfolio ~~outstanding~~were ~~(156~~encumbered by,~~277~~ in aggregate,~~762~~ $6.3 billion of ~~which~~property ~~were~~debt ~~held~~with bya ~~Aimco)~~weighted-average ~~that~~interest ~~were~~rate ~~held~~of by5.9% and a weighted-average maturity of 5.2~~,858~~ ~~unitholders~~years. The apartment communities collateralizing this non-recourse property debt have an estimated aggregate fair value of ~~record~~$9.7 billion.

~~The~~ITEM 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 Stock3. ~~Common~~ OPLEGAL ~~Units redeemed for shares of Aimco Common Stock are exchanged on a one-for-one basis (subject to antidilution adjustments).~~PROCEEDINGS

NoInformation ~~common~~regarding OPlegal ~~Units~~matters orincluded ~~preferred~~in OPNote ~~Units~~8 ~~held~~to our consolidated financial statements in Item 8 of this Annual Report on Form 10-K is incorporated by ~~Limited~~reference ~~Partners~~into ~~were~~this ~~redeemed~~Item 3. In addition to the matters referred to in ~~exchange~~Note ~~for~~8, ~~shares~~we ofare ~~Aimco~~a ~~Common~~party ~~Stock~~to ~~during~~various legal actions and administrative proceedings arising in the ~~year~~ordinary ~~ended~~course ~~December 31~~of business, ~~2014.~~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.

~~The~~ITEM ~~following~~4. ~~table~~MINE ~~summarizes the~~SAFETY ~~Aimco Operating Partnership’s repurchases of common OP Units for the three months ended December 31, 2014:~~DISCLOSURES

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, 2014	1,997	$	32.29	N/A	N/A
November 1 - November 30, 2014	698	34.23		N/A	N/A
December 1 - December 31, 2014	2,364	36.63		N/A	N/A
Total	5,059	$	34.58

Not applicable.

(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.

Table of ~~Contents~~Content

~~Dividend~~PART ~~and Distribution Payments~~II

~~Our~~ITEM ~~Credit~~5. ~~Agreement~~MARKET ~~includes~~FOR ~~customary~~THE 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 AimcoREGISTRANT’sS ~~Funds~~COMMON ~~From Operations for such period~~EQUITY, ~~subject~~RELATED toSTOCKHOLDER ~~certain non-cash adjustments~~MATTERS, orAND ~~such~~ISSUER ~~amount~~PURCHASES asOF ~~may~~EQUITY ~~be necessary to maintain Aimco’s REIT status.~~ SECURITIES

~~Item~~Interests 6in the AIR Operating Partnership that are held by limited partners are referred to as OP Units. ~~Selected~~ ~~Financial~~OP ~~Data~~Units include common partnership units (“common OP Units”) and partnership preferred units (“preferred OP Units”). There is no public market for OP Units, and we have no intention of listing them on any securities exchange. In addition, the Partnership Agreement restricts the transferability of OP Units.

~~The~~On ~~following~~March 10, ~~selected~~2025, ~~financial~~there ~~data~~were is156,183,610 ~~based~~common onpartnership ~~audited~~units ~~historical financial statements of Aimco~~ and ~~the~~equivalents ~~Aimco~~outstanding ~~Operating~~(144,568,877 ~~Partnership. This~~of ~~information~~which ~~should~~were beheld ~~read~~by ~~in conjunction with such financial statements, including~~ the ~~notes~~General ~~thereto,~~Partner and ~~“Management’s~~Special ~~Discussion~~Limited ~~and~~Partner) ~~Analysis~~that ofwere ~~Financial~~held ~~Condition~~by ~~and~~1,579 ~~Results~~unitholders of ~~Operations” included herein or in previous filings with the Securities and Exchange Commission~~record.

~~Aimco~~Unregistered Sales of Equity Securities

	For The Years Ended December 31,
	2014			2013			2012			2011			2010
	(dollar amounts in thousands, except per share data)
OPERATING DATA:
Total revenues	$	984,363		$	974,053		$	958,511		$	914,355		$	892,592
Total operating expenses	(722,013		)	(725,034		)	(779,495		)	(779,064		)	(805,192		)
Operating income	262,350			249,019			179,016			135,291			87,400
Income (loss) from continuing operations (1)	67,475			34,596			(18,756		)	(136,237		)	(161,020		)
Income from discontinued operations, net of tax (1)	—			203,229			214,117			78,073			71,396
Gain on dispositions of real estate, net of tax (1)	288,636			—			—			—			—
Net income (loss)	356,111			237,825			195,361			(58,164		)	(89,624		)
Net income (loss) attributable to Aimco common stockholders (2)	300,220			203,673			82,146			(103,161		)	(125,318		)
Earnings (loss) per common share - basic and diluted:
Income (loss) from continuing operations attributable to Aimco common stockholders	$	2.06		$	0.29		$	(0.60	)	$	(1.22	)	$	(1.48	)
Net income (loss) attributable to Aimco common stockholders	$	2.06		$	1.40		$	0.61		$	(0.86	)	$	(1.08	)
BALANCE SHEET INFORMATION:
Total real estate	$	8,144,958		$	8,214,081		$	7,872,018		$	7,688,798		$	7,603,535
Total assets	6,097,028			6,079,413			6,401,380			6,871,862			7,378,566
Total indebtedness	4,135,139			4,388,185			4,413,083			4,488,822			4,502,755
Total equity	1,442,105			1,172,744			1,154,894			1,144,674			1,306,772
OTHER INFORMATION:
Dividends declared per common share	$	1.04		$	0.96		$	0.76		$	0.48		$	0.30
Total consolidated apartment communities (end of period)	192			216			243			331			399
Total consolidated apartment homes (end of period)	51,507			59,297			66,107			79,093			89,875
Total unconsolidated apartment communities (end of period)	11			20			22			39			48
Total unconsolidated apartment homes (end of period)	829			1,256			1,870			4,353			5,637

During the three months ended December 31, 2024, we did not issue any unregistered OP Units.

Repurchases of Equity Securities

The Partnership Agreement generally provides that after holding common OP Units for one year, limited partners have the right to redeem their common OP Units for cash. The following table summarizes the AIR Operating Partnership’s repurchases or redemptions of common OP Units in exchange for cash:


Fiscal period	Total Number of Units Repurchased	Average Price Paid per Unit		Total Number of Units Repurchased as Part of Publicly Announced Plans or Programs	Maximum Number of Units that May Yet Be Repurchased Under Plans or Programs (1)
October 1 – October 31, 2024	139,905	$	25.62	N/A	N/A
November 1 – November 30, 2024	5,141	$	25.69	N/A	N/A
December 1 – December 31, 2024	2,521	$	25.69	N/A	N/A
Total	147,567	$	25.62

(1)The terms of the Partnership Agreement do not provide for a maximum number of OP Units that may be repurchased, and other than the express terms of its Partnership Agreement, the AIR Operating Partnership has no publicly announced plans or programs of repurchase.

For additional information regarding the calculation of NAV, please refer to Management's Discussion And Analysis of Financial Condition and Results of Operations included in Item 7 .

ITEM 6. RESERVED

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations

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

The following discussion and analysis of the results of our operations and financial condition for the year ended December 31, 2024, compared to 2023, should be read in conjunction with the accompanying consolidated financial statements in Item 8. For discussion of the year ended December 31, 2023, compared to 2022, please refer to Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the subheading “Results of Operations for the Year Ended December 31, 2023, Compared to 2022” included in the AIR Operating Partnership’s combined Annual Report on Form 10-K for the year ended December 31, 2023.

Table of ~~Contents~~Content

~~The~~Financial ~~Aimco Operating Partnership~~Highlights

	For The Years Ended December 31,
	2014			2013			2012			2011			2010
	(dollar amounts in thousands, except per unit data)
OPERATING DATA:
Total revenues	$	984,363		$	974,053		$	958,511		$	914,355		$	892,592
Total operating expenses	(722,013		)	(725,034		)	(779,495		)	(779,064		)	(805,192		)
Operating income	262,350			249,019			179,016			135,291			87,400
Income (loss) from continuing operations (1)	67,475			34,596			(18,756		)	(134,398		)	(160,161		)
Income from discontinued operations, net of tax (1)	—			203,229			214,117			78,073			71,396
Gain on dispositions of real estate, net of tax (1)	288,636			—			—			—			—
Net income (loss)	356,111			237,825			195,361			(56,865		)	(88,765		)
Net income (loss) attributable to the Aimco Operating Partnership’s common unitholders (2)	315,990			215,312			87,337			(109,365		)	(134,018		)
Earnings (loss) per common unit - basic and diluted:
Income (loss) from continuing operations attributable to the Aimco Operating Partnership’s common unitholders	$	2.06		$	0.29		$	(0.60	)	$	(1.22	)	$	(1.48	)
Net income (loss) attributable to the Aimco Operating Partnership’s common unitholders	$	2.06		$	1.40		$	0.61		$	(0.86	)	$	(1.07	)
BALANCE SHEET INFORMATION:
Total real estate	$	8,144,958		$	8,214,081		$	7,872,018		$	7,688,798		$	7,603,535
Total assets	6,097,028			6,079,413			6,401,380			6,871,862			7,395,796
Total indebtedness	4,135,139			4,388,185			4,413,083			4,488,822			4,502,755
Total partners’ capital	1,442,105			1,172,744			1,154,894			1,144,674			1,324,002
OTHER INFORMATION (3):
Distributions declared per common unit (4)	$	1.04		$	0.96		$	0.76		$	0.63		$	0.30

Net income attributable to the AIR Operating Partnership's common unitholders per unit, on a dilutive basis, of $4.27 for the year ended December 31, 2023, decreased to a net loss of ($2.38) for the year ended December 31, 2024, due primarily to:

~~(1)~~•Lower As discussed in Note 12 to the consolidated financial statements in Item 8, 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 2014 are reflected within income from continuing operations for all periods presented and any gains on ~~sale~~dispositions ~~are reflected below income from discontinued operations. 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 years ended December 31, 2013, 2012, 2011 and 2010, 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. Income from discontinued operations for the years ended December 31, 2013, 2012, 2011 and 2010 includes $212.5 million, $234.5 million, $108.2 million and $94.9 million in gains on disposition of real estate~~, respectively. Income from discontinued operations for 2013 and 2012 is discussed further in Management’s Discussion and Analysis of Financial Condition and Results of Operations in Item 7.~~;

~~(2)~~•Merger-related ~~Net~~costs ~~income~~incurred ~~attributed to Aimco common stockholders and the Aimco Operating Partnership’s common unitholders increased during the years ended December 31, 2014 and 2013 primarily due to increases~~ in ~~gains on dispositions of real estate. Net income attributed to Aimco common stockholders and~~ the ~~Aimco~~current ~~Operating Partnership’s common unitholders increased during the~~ year ~~ended~~including ~~December~~transaction ~~31,~~costs ~~2012~~ as ~~compared~~well toas ~~the~~loss ~~years~~on ~~ended~~extinguishment ~~December 31, 2011 and 2010, due to large decreases in the amount~~ of net income allocated to noncontrolling interests in consolidated real estate partnerships and net income attributable to preferred stockholders and unitholders, each of which are further explained within Management’s Discussion and Analysis of Financial Condition and Results of Operations in Item 7.debt;

~~(3)~~•Increased ~~The~~interest ~~number~~expense; ofpartially ~~consolidated~~offset apartment communities and apartment homes has been omitted from the Aimco Operating Partnership’s selected financial data table as these amounts are identical to those of Aimco during each of the periods presented.by

~~(4)~~•An ~~The~~increase ~~Aimco~~in ~~Operating~~residential ~~Partnership’s~~rents ~~distributions~~and ~~declared per common unit during the year ended December 31~~ADO, ~~2011,~~as ~~included~~defined ~~a $0~~below.~~15 per unit special distribution.~~

19Results of Operations for the Year Ended December 31, 2024, Compared to 2023

Table of Contents

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 and redevelopment of quality apartment communities located in the largest coastal and job growth markets in the United States. Our business activities are defined by a commitment to our core values of integrity, respect, collaboration, a focus on our customers and a performance culture. 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 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 our Net Asset Value and Adjusted Funds From Operations (each defined under the Key Financial Indicators heading below). Our business plan to achieve this objective is to:

• operate our portfolio of desirable apartment homes with valued amenities, with a high level of customer service 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 in Item 1) by selling lower rated apartment communities and investing the proceeds from such sales through property upgrades, capital improvements, redevelopment, development and acquisition of higher-quality apartment communities;

• emphasize a collaborative, respectful, and performance-oriented culture while maintaining high morale and team engagement.

Our long-standing business strategy is organized around our core activities of property operations, portfolio management, redevelopment and development, balance sheet and liquidity, and culture. Our business strategies are described in more detail below.

Property Operations

We ~~own~~have ~~and~~two ~~operate~~segments: aSame ~~diversified~~Store ~~portfolio~~and ofOther ~~market-rate~~Real ~~apartment communities, which we refer to as conventional apartment communities~~Estate. At ~~December 31,~~Our ~~2014,~~Same ~~our~~Store ~~conventional~~segment ~~portfolio~~includes ~~included 144 apartment~~ communities ~~with~~that ~~43,393~~are ~~apartment~~owned ~~homes~~and inmanaged ~~which~~and wehave ~~held~~reached ana ~~average~~stabilized ~~ownership~~level of ~~approximately 97%~~operations. We ~~also~~Our ~~operate~~Other aReal ~~portfolio~~Estate ofsegment ~~affordable~~includes ~~apartment~~four ~~communities,~~properties ~~which~~acquired ~~consists of apartments with rents that are generally paid,~~ in ~~whole or part~~2023, bytwo aproperties ~~government~~acquired ~~agency.~~in ~~At December 31~~2024, ~~2014, our affordable portfolio consisted of 59 apartment communities with 8,943 apartment homes in which we held an average ownership of approximately 93%. Our conventional~~ and ~~affordable~~two ~~portfolios~~properties ~~comprise~~undergoing ~~our~~planned ~~reportable segments and generated 90% and 10%, respectively, of our proportionate~~ property ~~net~~capital ~~operating income (defined below under the Results of Operations – Real Estate Operations heading) during the year ended December 31, 2014~~investment.

~~For~~As ~~the~~of ~~three months ended~~ December 31, ~~2014~~2024, our ~~conventional~~Same ~~portfolio~~Store ~~had~~segment ~~average~~included ~~revenue~~69 ~~per effective~~ apartment ~~home~~communities ofwith $124,~~669~~275 ~~and provided 66% operating margins and 61% free cash flow margins. Free cash flow, or FCF, as calculated for our retained portfolio, represents an~~ apartment ~~community’s~~homes ~~property net operating income, less capital spending incurred to maintain the condition of the apartment community. Average revenue per effective apartment home represents rental~~ and ~~other property revenues divided by the number of occupied apartment homes multiplied by~~ our ~~ownership~~Other ~~interest~~Real inEstate ~~the~~segment ~~apartment~~included ~~community~~8 ~~as of the end of the current period. The average revenue per effective~~ apartment home for our conventional portfolio increased 13.6% from average revenues of $1,469 for the three months ended December 31, 2013, as a result of fourth quarter year-over-year revenue growth of 4.4% for our conventional same store apartment communities, ~~the~~with ~~delivery of new apartment homes at our redevelopment apartment communities~~3,120 ~~reinvestment of sales proceeds in higher-rent~~ apartment communities through redevelopment and acquisitions, and the sale of conventional apartment communities during 2014 with average revenues per home substantially lower than the apartment communities in the retained portfoliohomes. ~~During the year ended December 31, 2014, on average, combined conventional same store new and renewal lease rates were 4.4% higher than expiring lease rates.~~

Proportionate Property Net Operating Income

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

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

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

Please refer to Note 14 to the consolidated financial statements included in Item 8 for further discussion regarding our segments, including a reconciliation of these proportionate amounts to consolidated rental and other property revenues and property operating expenses.

Table of Content


	Year Ended December 31,				Historical Change
(dollars in thousands)	2024		2023		$		%
Rental and other property revenues, before utility reimbursements:
Same Store	$	683,735	$	664,022	$	19,713	3.0	%
Other Real Estate	79,626		55,696		23,930		nm
Total	763,361		719,718		43,643		6.1	%
Property operating expenses, net of utility reimbursements:
Same Store	178,483		171,610		6,873		4.0	%
Other Real Estate	27,967		20,111		7,856		nm
Total	206,450		191,721		14,729		7.7	%
Proportionate property net operating income:
Same Store	505,252		492,412		12,840		2.6	%
Other Real Estate	51,659		35,585		16,074		nm
Total	$	556,911	$	527,997	$	28,914	5.5	%

For the year ended December 31, 2024, compared to 2023, our Same Store proportionate property NOI increased by 2.6%. This increase was attributable primarily to a 2.7% increase in residential rents, a 30 basis point increase in Average Daily Occupancy ("ADO"), resulting in a $19.7 million, or 3.0%, increase in rental and other property revenues. Property operating expenses increased primarily due to unfavorable tax assessments in the Miami market as compared to 2023.

Other Real Estate proportionate property NOI increased by $16.1 million for the year ended December 31, 2024, compared to 2023, due primarily to the earn-in of four properties acquired in 2023 and two properties acquired in 2024.

Non-Segment Real Estate Operations

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

For the year ended December 31, 2024, compared to 2023, non-segment real estate operations were relatively flat.

General and Administrative Expenses

For the year ended December 31, 2024, compared to 2023, general and administrative expenses increased by $4.3 million, due primarily to a change in characterization of certain property management expenses. Property management and general and administrative costs, in aggregate, were relatively flat year over year.

Other Expenses, Net

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

For the year ended December 31, 2024, compared to 2023, other expenses, net, increased by $50.1 million, due primarily to the write-off of costs associated with pre-development, development, and redevelopment projects, increased separation costs, including the acceleration of share-based compensation expense due to the departure of certain executives.

Interest Income

For the year ended December 31, 2024, compared to 2023, interest income increased by $8.3 million, due primarily to higher cash on hand invested in short-term liquid investments.

Interest Expense

For the year ended December 31, 2024, compared to 2023, interest expense increased by $130.7 million, due primarily to a $2.7 billion increase in the average debt outstanding during the year and a 180 basis point increase in the weighted-average interest rates.

Table of ~~Contents~~Content

~~Portfolio~~Loss ~~Management~~on Extinguishment of Debt

~~Our~~For ~~portfolio~~the ~~strategy~~year ~~seeks~~ended ~~predictable rent growth from a portfolio of “A~~December 31,” ~~“B” and “C+” quality market-rate apartment communities~~2024, ~~averaging~~compared ~~“B/B+”~~to ~~in quality~~2023, ~~and~~loss ~~diversified~~on ~~among~~extinguishment ~~the~~of ~~largest~~debt ~~coastal~~increased ~~and job growth markets in the United States, as measured~~ by ~~total apartment value~~$34.9 ~~Our~~million, ~~target~~due ~~markets are~~ primarily ~~coastal~~to ~~markets,~~costs ~~and~~incurred ~~also~~associated ~~include~~with ~~several~~the ~~Sun~~short-term ~~Belt~~bridge ~~cities~~financing ~~and~~placed ~~Chicago,~~in ~~Illinois.~~the ~~Refer~~second toquarter ~~the~~and ~~discussion~~repaid ~~under~~in the ~~Portfolio~~third ~~Management~~quarter ~~heading within Item 1 for an explanation~~ of ~~our rating system for measuring conventional apartment community quality~~2024.

~~Our~~Gain ~~portfolio~~on ~~strategy~~Dispositions ~~is to sell each year the 5% to 10% of our portfolio with lower projected returns, lower operating margins,~~ and ~~lower~~Impairments expected future rent growth, and reinvest the sale proceeds in apartment communities already in our portfolio, through Property Upgrades, Capital Improvements and redevelopment, or through the purchase of ~~other~~Real ~~apartment~~Estate communities and, in limited situations, the development of apartment communities. We execute our strategy through leverage neutral paired trades where 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. Through this disciplined approach to capital recycling, we have significantly increased the quality of our portfolio. Over the last three years, we:

•During ~~Increased~~the ~~our~~year ~~period-end~~ended ~~conventional~~December 31, ~~portfolio~~2024, ~~average~~we ~~revenue~~recognized ~~per apartment home by more than 32% to~~ $~~1,669~~4.0 ~~This~~million ~~rate~~ of ~~growth~~gain ~~reflects~~on ~~the~~dispositions ~~impact~~and impairments of ~~market~~real ~~rent growth~~estate, ~~and~~net ~~more~~due ~~significantly,~~primarily to the ~~impact~~contribution of ~~portfolio~~one ~~management~~property ~~through~~to ~~dispositions,~~the ~~redevelopment~~Core ~~and~~JV ~~acquisitions;~~in 2024.

•During ~~Increased~~the ~~our~~year ~~conventional~~ended ~~portfolio~~December 31, ~~FCF~~2023, ~~margin~~we byrecognized ~~10%~~$677.7 ~~through~~million ~~the~~of ~~sale~~gain on dispositions of ~~lower-rent~~real ~~properties~~estate and ~~reinvestment~~impairments of real estate, net due primarily to the gain associated with the sale of a partial interest in ~~higher-rent~~10 properties in connection with the Core JV; offset partially by a non-cash impairment loss on real estate.

•Gain ~~Reduced~~on byDerivative ~~83% the percentage of our portfolio represented by “C” quality properties and increased by 42% the percentage of our portfolio represented by “A” quality properties;~~Instruments

•During ~~Increased~~the toyear ~~90%~~ended ~~the~~December 31, ~~percentage~~2024, we recognized $11.2 million of ~~our~~gains ~~conventional~~due ~~property~~primarily ~~net~~to ~~operating~~the ~~income~~mark-to-market ~~earned~~valuation changes in ~~our~~interest ~~target~~rate ~~markets;~~swaps and interest rate caps, net during the period.

•During ~~Increased~~the ~~our~~year ~~conventional~~ended ~~portfolio’s~~December 31, ~~rents~~2023, ~~from~~we ~~101%~~recognized $16.7 million of ~~local~~gains ~~market~~due ~~average~~primarily atto the ~~end~~mark-to-market ofvaluation ~~2011,~~changes toin ~~108%~~interest ofrate ~~local~~swaps ~~market~~and ~~average~~treasury atlocks during the ~~end of 2014~~period.

AsLoss wefrom ~~execute~~Unconsolidated ~~this~~Real ~~portfolio~~Estate 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 FCF margins; to sell our lower rated apartment communities; and to increase to 95% or more the percentage of our conventional property net operating income earned in our target markets.Partnerships

InFor ~~addition to improving our portfolio through~~ the ~~capital~~year ~~additions~~ended December 31, ~~including redevelopment~~2024, ~~discussed~~loss ~~below~~from ~~under~~unconsolidated ~~the~~real ~~Liquidity~~estate ~~and~~partnerships ~~Capital~~decreased ~~Resources~~$12.6 ~~heading~~million, ~~during~~compared ~~the~~to ~~year~~2023 ~~ended~~primarily ~~December~~due ~~31,~~to ~~2014,~~an weincrease ~~upgraded~~in ~~our~~NOI ~~portfolio~~from ~~through~~our ~~the~~unconsolidated ~~acquisition~~joint ofventures ~~six~~and ~~conventional~~a ~~apartment~~reduction ~~communities~~in ~~with~~amortization anexpense ~~aggregate~~ of ~~1,182~~intangible ~~apartment homes for $291~~assets.~~9 million.~~

~~This included the acquisition of a 600~~Merger-~~apartment~~related home community located in metropolitan Denver, Colorado, for $118.5 million. The community is located on the Anschutz Medical Campus in the heart of the Fitzsimons Life Sciences District, and includes 17,400 square feet of commercial space with average monthly revenues of $1,365 per apartment home at the time of acquisition, making this an “A” quality asset for us. The community has been designated as the “Town Center” for residential and retail use in the area’s master plan and is located on the only land within the campus currently zoned for multifamily use. This acquisition increases our exposure to Denver, which is a robust market to which we are underallocated.costs

WeFor ~~also~~the ~~acquired~~year ~~for~~ended December 31, 2024, we recorded $~~118~~169.4 million aof ~~324~~merger-~~apartment~~related ~~home~~costs, ~~community~~primarily ~~located~~consisting inof ~~San~~regulatory, ~~Jose~~advisory, ~~California. This~~legal, ~~community~~consulting, ~~had~~banking ~~average~~services, ~~monthly~~loan ~~revenues~~assumption ~~of $2~~fees,~~240~~ ~~per~~and ~~apartment home at~~ the ~~time~~acceleration of ~~acquisition,~~share-based ~~making~~compensation ~~this~~related anto ~~“B”~~the ~~quality~~cancellation ~~asset~~of ~~for~~the ~~us. We~~stock ~~expect~~options toand ~~add~~restricted ~~value~~stock toawards ~~this~~incurred ~~apartment~~in ~~community~~connection ~~through~~with ~~property~~the ~~upgrades and operational improvements~~Merger.

InDuring ~~addition, we acquired for $25.0 million a 78-apartment home community located in~~ the ~~Buckhead~~year ~~neighborhood~~ended ~~of Atlanta~~December 31, ~~Georgia. This community has 14~~2023,~~000~~ ~~square~~we ~~feet~~did ofnot ~~commercial~~recognize ~~space~~any ~~and~~merger-related ~~had average monthly revenues of $2,280 per apartment home at the time of acquisition, making this an “A” quality asset for us~~costs. ~~We expect to add value to this apartment community through operational improvements.~~

WeIncome ~~acquired~~Tax ~~for~~Benefit ~~$18.0~~(Expense) million a 140-apartment home community located in Boulder, Colorado. This low density community, built on more than seven acres in the mid-1970s, is located in a city with strong demand for housing and public policies that discourage new supply. It is across the street from a new community hospital complex and major employment centers. Revenues per apartment home at the time of acquisition averaged $1,035, making this a “B” quality asset as presently operated. We plan to redevelop this community.

Certain of our operations, or a portion thereof, including property management and risk management, are conducted through taxable REIT subsidiaries (“TRS entities”).

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

During the years ended December 31, 2024 and 2023, we recognized income tax benefit (expense) of $2.3 million and ($2.4) million, respectively. Income tax benefit (expense) increased by $4.7 million due primarily to uncertain tax position reserves which passed the statute of limitations in 2024.

Net Asset Value

On June 28, 2024, the General Partner adopted a valuation policy (the “Valuation Policy”) regarding the determination of the Net Asset Value (“NAV”) of the common OP Unit. The Valuation Policy was furnished as Exhibit 99.2 to our Current Report on Form 8-K filed with the SEC on July 1, 2024. The Valuation Policy sets out the methodology to be used in calculating the net asset value of the common OP Units and provides for the determination of NAV on a quarterly basis.

Table of ~~Contents~~Content

~~Finally,~~The weNAV ~~acquired for $12.0 million, two buildings containing a total~~ of ~~40 apartment homes in~~ the ~~Upper~~common ~~East~~OP ~~Side~~Unit ~~of Manhattan. Each of these two buildings~~ is ~~contiguous~~determined toby ~~other~~the ~~buildings~~General wePartner ~~own and operate~~ in ~~Manhattan,~~good ~~allowing~~faith ~~for~~on ~~operational efficiency and~~ the ~~assembly~~basis ~~value~~ of ~~the~~such ~~land~~information ~~and~~as ~~related~~it ~~air~~considers, ~~rights.~~in ~~The~~its ~~apartment~~reasonable ~~buildings we acquired had average revenues per home of $2~~judgment,~~120~~ ~~at the date of their acquisition~~appropriate. We ~~intend to add value to the apartment buildings through redevelopment of apartment homes and operational improvements.~~

InDuring ~~addition to~~ the ~~apartment~~quarter ~~community~~ended ~~acquisitions~~December 31, ~~discussed above~~2024, ~~late~~the inNAV ~~2014~~of wethe ~~acquired~~common ~~entities~~OP ~~that~~Units ~~own~~for ~~2.4~~purposes ~~acres~~of inredemption, ~~the~~as ~~heart~~adjusted offor ~~downtown~~a Laspecial ~~Jolla~~distribution, ~~California,~~was ~~adjoining~~$25.69. ~~and~~As ~~overlooking~~of LaDecember 31, ~~Jolla~~2024, ~~Cove and~~ the ~~Pacific~~NAV ~~Ocean.~~of ~~The~~the ~~property,~~common ~~which~~OP isUnits ~~zoned~~ for ~~multifamily~~purposes ~~and~~of ~~mixed-use,~~redemption iswas ~~currently~~determined ~~occupied~~to bybe ~~three~~$28.41 ~~small~~per ~~commercial~~common ~~buildings~~OP ~~and a limited-service hotel~~Unit, which iswill ~~managed~~be ~~for~~the usbasis byfor athe ~~third~~NAV ~~party.~~through Wethe ~~plan~~quarter toending ~~redevelop~~March ~~this~~31, ~~property~~2025, ~~and~~adjusted ~~consider~~for ~~its~~any ~~current~~distributions ~~use~~or anmaterial ~~income-producing “land bank~~changes.”

~~Redevelopment~~Liquidity and ~~Development~~Capital Resources

~~During~~Liquidity is the ~~year~~ability ~~ended~~to ~~December~~meet ~~31,~~present ~~2014,~~and wefuture ~~completed~~financial ~~two~~obligations. ~~redevelopment~~Our ~~projects~~primary assource ~~expected,~~of atliquidity ~~Pacific~~is ~~Bay~~cash ~~Vistas,~~flows infrom ~~San~~operations ~~Bruno, California,~~ and atfunding ~~The~~from ~~Palazzo~~our atGeneral ~~Park~~Partner Laand ~~Brea,~~Special inLimited ~~Los Angeles, California~~Partner. ~~Construction~~Additional issources ~~nearing~~are ~~completion~~proceeds atfrom ~~our~~dispositions ~~two~~of ~~largest~~apartment ~~on-going~~communities, ~~redevelopment~~proceeds ~~projects~~from atrefinancing ~~Lincoln~~existing ~~Place,~~property ~~in Venice~~debt, ~~California,~~borrowings ~~and~~under ~~The~~new ~~Preserve~~property atdebt ~~Marin,~~and inunsecured ~~Corte Madera, California~~financings. ~~During~~As ~~the~~of ~~year ended~~ December 31, ~~2014~~2024, weour ~~also~~available ~~completed~~cash ~~the first phase of the redevelopment of The Sterling in Center City, Philadelphia~~ and acash ~~multi-phase~~equivalents ~~capital~~was ~~project at Park Towne Place in Philadelphia, Pennsylvania~~$644.5 million.

WeFor ~~undertake~~further ~~ground-up~~information ~~development,~~on ~~either~~our ~~directly~~liquidity inrequirements ~~connection~~related ~~with~~to ~~the~~our ~~redevelopment~~contractual ofobligations anand ~~existing~~commitments, ~~apartment~~refer ~~community~~to orNote 5, onNote a6, ~~more~~Note ~~limited basis~~8, atand aNote ~~new~~9 ~~location~~to ~~with~~the aconsolidated ~~third~~financial ~~party~~statements ~~development~~in ~~partner~~Item ~~with~~8. ~~expertise~~In addition to the commitments outlined in the ~~local~~aforementioned ~~market. During~~notes, we also anticipate interest payments, net of the ~~year~~impact ~~ended~~of ~~December~~our economic hedges, for the years ending December 31, ~~2014~~2025 through 2029 and thereafter of approximately $342 million, we$329 ~~invested~~million, $~~46.9~~319 million, $315 million, $229 million, respectively, and approximately $191 million in the ~~development~~aggregate ofthereafter ~~One~~based ~~Canal~~on ~~Street~~balances inoutstanding ~~Boston~~as of December 31, ~~Massachusetts~~2024.

~~See~~Leverage ~~below under the Liquidity~~ and Capital Resources ~~– Redevelopment and Development heading for additional information regarding our our ongoing redevelopment and development projects at December 31, 2014.~~

~~Balance~~The ~~Sheet~~availability of credit and ~~Liquidity~~its related effect on the overall economy may affect our liquidity and future financing activities, both through changes in interest rates and access to financing. Any adverse changes in the lending environment could negatively affect our liquidity. If financing options become unavailable for our future debt needs, we may consider alternative sources of liquidity, such as reductions in capital spending, or proceeds from the sale of apartment communities.

~~Our~~The ~~leverage~~combination ~~strategy~~of ~~seeks~~non-recourse todebt, ~~increase~~preferred ~~financial~~OP ~~returns~~Units, ~~while~~and ~~using~~redeemable ~~leverage~~noncontrolling ~~with~~interests ~~appropriate~~in ~~caution. We~~a ~~target~~consolidated ~~the~~real ~~ratio~~estate ofpartnership ~~Debt~~comprise ~~plus~~our ~~Preferred~~total ~~Equity~~leverage. toThe ~~Adjusted~~weighted-average ~~EBITDA~~remaining term to bematurity ~~below~~for ~~7.0x~~our ~~and~~total weleverage ~~target~~was ~~the~~5.1 ~~ratio~~years as of ~~Adjusted~~December 31, ~~EBITDA~~2024, ~~Coverage~~inclusive of ~~Interest~~extension ~~and~~options, ~~Preferred~~with ~~Dividends~~a toweighted-average beinterest ~~greater~~rate ~~than~~of 26.~~5x. We~~0%, ~~also~~after ~~focus~~consideration ~~on the ratios~~ of ~~Debt~~our tointerest ~~Adjusted~~rate ~~EBITDA~~swaps and ~~Adjusted~~interest ~~EBITDA~~rate ~~Coverage of Interest~~caps.

~~Debt,~~Changes ~~as used~~ in ~~these ratios~~Cash, ~~represents~~Cash ~~our~~Equivalents ~~proportionate share of debt, net of our proportionate share of cash~~ and ~~restricted~~Restricted cash and our investment in the subordinate tranches of a securitization that holds certain of our property debt, and Preferred Equity represents Aimco’s preferred stock and the Aimco Operating Partnership’s preferred OP Units. Adjusted EBITDA is calculated by adding to our Pro forma Funds From Operations, which is calculated on an proportionate basis, our proportionate share of interest expense, taxes, depreciation and amortization related to non-real estate assets, non-cash stock-based compensation, and dividends and distributions on our preferred equity instruments. Interest, as used in these ratios, represents our proportionate share of interest expense, excluding debt prepayment penalties and amortization of deferred financing costs, and reduced by interest income we receive on our investment in the subordinate tranches of a securitization that holds certain of our property debt. Our leverage ratios for the trailing twelve month and annualized three month periods ended December 31, 2014 and 2013, are presented below:Cash

The following discussion relates to changes in consolidated cash, cash equivalents, and restricted cash due to operating, investing, and financing activities, which are presented in our consolidated statements of cash flows in Item 8 of this report.

Operating Activities

For the year ended December 31, 2024, net cash provided by operating activities was $111.1 million. Our operating cash flow is affected primarily by rental rates, occupancy levels, operating expenses related to our portfolio of apartment communities, and changes in working capital items. Cash provided by operating activities for the year ended December 31, 2024, decreased by $259.3 million compared to 2023, due primarily to merger-related costs incurred in connection with the Merger, higher cash paid for interest due to higher average debt balances and higher average rates during the period, and the impact to lower net income from the contribution of apartment communities to two unconsolidated joint ventures throughout the second and third quarters of 2023.

Investing Activities

For the year ended December 31, 2024, our net cash used in investing activities of $385.1 million consisted primarily of purchases of real estate and capital expenditures.

Table of ~~Contents~~Content

	Pro-forma Trailing Twelve Months Ended December 31,	Actual Trailing Twelve Months Ended December 31,
	2014 (1)	2014	2013
Debt to Adjusted EBITDA	6.5x	7.1x	7.1x
Debt plus Preferred Equity to Adjusted EBITDA	7.0x	7.6x	7.3x
Adjusted EBITDA Coverage of Interest	2.9x	2.7x	2.6x
Adjusted EBITDA Coverage of Interest and Preferred Dividends	2.7x	2.5x	2.5x

For the year ended December 31, 2023, our net cash used in investing activities of $313.1 million consisted primarily of purchases of real estate and capital expenditures, offset partially by the contribution of apartment communities to two unconsolidated joint ventures throughout the second and third quarters of 2023.

~~(1)~~Capital ~~During~~additions ~~January~~totaled ~~2015,~~$147.3 ~~Aimco~~million ~~completed~~and ~~a common stock offering resulting in net proceeds of approximately~~ $~~367~~173.7 million. ~~The~~during ~~pro-forma ratios presented for~~ the ~~trailing~~years ~~twelve months~~ ended December 31, ~~2014,~~2024 ~~have~~and ~~been adjusted to reflect the following: a) Repayment of $112.3 million of outstanding borrowings under our Credit Agreement at December 31~~2023, ~~2014; b) Repayment of $102~~respectively.2 ~~million~~We ofgenerally ~~property~~fund ~~debt~~capital ~~that~~additions ~~will~~with becash ~~repaid~~provided inby ~~2015~~operating toactivities ~~further supplement Aimco’s unencumbered pool; c) Repayment of $27.0 million of Aimco’s CRA Preferred Stock;~~ and d)cash ~~Investment of the remaining~~ proceeds from ~~the~~sales ~~common~~of ~~offering.~~apartment ~~Refer to Note 16 to the consolidated financial statements in Item 8 for additional information regarding this stock offering~~communities.

We ~~expect~~categorize ~~future~~capital ~~leverage~~spending ~~reduction~~for ~~from both earnings growth, the lease up of redevelopment~~ communities, ~~and~~in ~~from regularly scheduled property debt amortization repaid from retained earnings. We also expect to increase~~ our ~~financial~~portfolio ~~flexibility~~broadly byinto ~~expanding~~five ~~our~~primary pool of unencumbered apartment communities. As of December 31, 2014, this pool included 15 consolidated apartment communities, which we expect to hold beyond 2015, with an estimated fair value of more than $1 billion. categories:

~~Two~~•capital ~~credit rating agencies rate our creditworthiness~~replacements, ~~using~~expenditures ~~different~~that ~~methodologies~~are ~~and~~necessary ~~ratios for assessing our credit. In addition~~ to ~~lowering~~help ~~the~~preserve ~~cost of borrowings under our line of credit, an improvement to an investment grade rating may lower~~ the ~~cost~~value of ~~any future preferred equity issuance, provide additional flexibility for sources of capital,~~ and ~~provide~~maintain ~~other~~building ~~intangible~~infrastructure ~~benefits. Although~~at ~~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. communities;

In•capital ~~April 2014~~enhancements, one of the agencies rating us upgraded our credit rating outlook, from BB+ (stable) to BB+ (positive). During its review, this agency also outlined the factors that would have a positive impact on our ratings, which may include: ~~reducing~~kitchen ~~our~~and ~~leverage,~~bath ~~as measured by a debt to EBITDA ratio defined by the rating agency~~remodeling, ~~closer~~energy toconservation ~~the low end of the range of 7.0x to 7.5x; reducing our ratio of debt to undepreciated capital (defined by the agency as the sum of debt~~projects, ~~equity~~ and ~~accumulated~~investments ~~depreciation)~~in tomore ~~50%~~durable, orlonger-lived ~~lower;~~materials ~~and~~designed ~~continuing~~ to ~~strengthen~~position ~~our~~assets ~~fixed~~for ~~charge~~higher ~~coverage~~rental ~~ratio~~levels ~~such~~in ~~that~~their ~~the~~respective ~~agency believes a 2.0x coverage is achievable.~~markets;

In•initial ~~June~~capital ~~2014~~expenditures, ~~the~~which ~~other~~represent ~~agency~~capital ~~rating~~additions uscontemplated ~~affirmed~~in ~~its June 2013 BB+ (positive) rating of our creditworthiness, and outlined~~ the ~~factors~~underwriting ~~that~~at ~~would have a positive impact on~~ our ~~ratings. These~~recently ~~include~~acquired ~~increasing the unencumbered asset pool to more than $600 million (valued at a stressed 8% capitalization rate, as specified by the rating agency), sustaining leverage below 7~~communities.~~5x,~~ ~~defined~~These byamounts ~~the~~are ~~rating~~considered ~~agency~~in as the ~~ratio~~underwriting of ~~net~~the ~~debt~~acquisition ~~to recurring operating EBITDA;~~ and ~~sustaining~~are atherefore ~~fixed~~included ~~charge~~with ~~coverage~~the ~~ratio,~~purchase ~~also~~price aswhen ~~defined~~determining byexpected ~~the rating agency, above 2.0x.~~ returns;

~~At December 31~~•casualty, ~~2014, approximately 91% of our leverage consisted of property-level, non-recourse, long-dated debt and 6% consisted of perpetual preferred equity, a combination~~ which ~~reduces~~represents ~~our~~capitalized ~~refunding~~costs ~~and~~incurred ~~re-pricing~~in ~~risk. The~~connection ~~weighted average maturity of our property-level debt was 8.1 years,~~ with ~~3.3%~~the ofrestoration ~~our unpaid principal balances maturing during 2015 and, on average, 7.5%~~ of ~~our~~an ~~unpaid~~apartment ~~principal~~community ~~balances~~after ~~maturing each year from 2016 through 2018. Approximately 97% of our property-level debt is fixed-rate, which provides~~ a ~~hedge~~casualty ~~against~~event; ~~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 ~~varies~~represents ~~based~~capitalized oncosts our leverage. As of December 31, 2014, we had $112.3 million of outstanding borrowings under our Credit Agreement, and we had the capacity to borrow $445.9 million, net of the outstanding borrowings and $41.8 million for undrawn letters of credit backed by the Credit Agreement. As discussed in ~~Note~~connection 16with totenant ~~the consolidated financial statements in Item 8~~improvements, ~~during January 2015~~entitlement, Aimco completed a public offering resulting in the sale of 9,430,000 shares of its Common Stock, generating net proceeds of approximately $367.0 million. Using the proceeds from this offering, in January 2015, we fully repaid the outstanding balance on our Credit Agreement. The Credit Agreement matures in September 2017, and ~~may be extended for an additional one-year period, subject to certain conditions~~planning.

~~Under~~We exclude the ~~Credit~~amounts ~~Agreement,~~of wecapital ~~have~~spending ~~agreed~~related to ~~Debt~~apartment ~~Service~~communities ~~and~~sold ~~Fixed~~or ~~Charge~~classified ~~Coverage covenants,~~ as ~~well~~held ~~as other covenants customary~~ for ~~similar~~sale ~~revolving~~at ~~credit~~the ~~arrangements.~~end ~~For~~of the ~~twelve month~~ period ~~ended~~from ~~December 31,~~the ~~2014,~~foregoing ~~our~~measures ~~Debt~~in ~~Service~~order ~~and Fixed Charge Coverage ratios based on actual amounts were 1.82x and 1.73x, respectively, compared~~ to ~~covenants~~view ofthe ~~1.50x~~spend ~~and 1.30x, respectively, and ratios of 1.77x and 1.72x, respectively,~~ for the ~~twelve~~continuing ~~month period ended December 31, 2013~~portfolio. ~~The~~

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 flows, are presented below (in thousands):


	Year Ended December 31,
	2024		2023
Capital replacements	$	35,930	$	32,497

Capital enhancements	61,015		71,996
Initial capital expenditures	42,090		43,415
Casualty	7,966		5,739
Other	1,160		1,927
Total capital additions	$	148,161	$	155,574
Plus: additions related to apartment communities sold and held for sale	—		12,674
Consolidated capital additions	$	148,161	$	168,248
Plus: net change in accrued capital spending	(833)		5,414
Total capital expenditures per consolidated statements of cash flows	$	147,328	$	173,662

For the years ended December 31, 2024 and 2023, we capitalized $13.3 million and $16.2 million of indirect costs, respectively.

Financing Activities

Net cash provided by financing activities of $801.0 million for the year ended December 31, 2024, consisted primarily of net proceeds from debt transactions, offset partially by merger-related distributions.

Net cash used in financing activities of $241.3 million for the year ended December 31, 2023, consisted primarily of payments of dividends and repurchases of OP Units, offset partially by net cash provided from debt transactions.

Table of ~~Contents~~Content

~~Fixed~~Future ~~Charge~~Capital ~~Coverage covenant will increase in 2015 to 1.40x. We expect to remain in compliance with these covenants during 2015.~~ Needs

~~Culture~~We expect to fund any future acquisitions, debt maturities, and other capital spending principally with proceeds from apartment community sales, additional borrowings, operating cash flows, and funding from our General Partner and Special Limited Partner. We believe, based on the information available at this time, that we have sufficient cash on hand and access to additional sources of liquidity to meet our operational needs for the next 12 months.

~~Our~~Critical ~~culture~~Accounting isEstimates 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 2014, Aimco was again recognized by the Denver Post as a Top Work Place based on nearly 300 independent team member surveys.

~~Key~~We ~~Financial~~prepare ~~Indicators~~our consolidated financial statements in accordance with GAAP, which requires us to make estimates and assumptions. We believe that the following critical accounting estimates involve our more significant judgments used in the preparation of our consolidated financial statements.

~~The~~Impairment key financial indicators that we use in managing our business and in evaluating our financial condition and operating performance are: 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,~~Long-Lived same store property operating results, proportionate property net operating income, financial coverage ratios, and leverage as shown on our balance sheet to evaluate our operating performance and financial condition.Assets

~~Net~~Real ~~Asset~~estate ~~Value~~and isother ~~the~~long-lived ~~estimated~~assets ~~fair~~to ~~value~~be ofheld ~~our~~and ~~assets,~~used ~~net~~are ofindividually ~~liabilities,~~evaluated ~~noncontrolling~~for ~~interests~~impairment ~~and~~when ~~preferred~~conditions ~~equity. Adjusted~~exist ~~Funds~~that ~~From~~may ~~Operations~~indicate ~~and~~the ~~Pro~~carrying ~~forma~~amount ~~Funds~~of ~~From~~a ~~Operations~~long-lived ~~are~~asset ~~defined~~may ~~and~~not ~~further~~be ~~described~~recoverable. ~~below~~We ~~under~~use the ~~Funds~~held ~~From~~for ~~Operations~~sale ~~and~~impairment ~~Adjusted~~model ~~Funds~~for ~~From~~properties ~~Operations~~classified ~~heading,~~as ~~and~~held ~~proportionate~~for ~~property~~sale, ~~net~~whereby ~~operating~~an ~~income~~impairment charge is ~~defined~~recognized ~~and~~if ~~further~~the ~~described~~carrying ~~below~~amount ~~under~~of the ~~Results~~long-lived ofasset ~~Operations~~classified –as ~~Real~~held ~~Estate~~for ~~Operations~~sale ~~heading. Free~~exceeds ~~Cash~~its ~~Flow~~fair ~~represents~~value ~~net~~less ~~operating~~cost ~~income~~to ~~less~~sell. ~~spending~~Upon ~~for~~determination ~~Capital~~that ~~Replacements~~an impairment has occurred, ~~and~~we ~~Free~~recognize ~~Cash~~an ~~Flow~~impairment ~~internal~~loss ~~rate~~to the extent the carrying amount exceeds the estimated fair value of ~~return~~the ~~represents~~community. The measurement of the ~~rate~~impairment loss is based on the fair value of ~~return~~the ~~generated~~communities byand incorporates various estimates, assumptions, and market data, the ~~Free~~most ~~Cash~~significant ~~Flow~~being market rental rates, operating expense assumptions, expected hold period, capitalization rates, and purchase and sale agreements. We project future rental revenue growth rates using forecasted rates from third-party market research analytics. Property expense growth rates and capitalization rates are based on the apartment ~~community~~communities’ historical, current, and ~~the~~expected ~~proceeds~~future ~~from~~operating ~~its~~results, ~~eventual~~existing ~~sale~~operating expense assumptions, and isoperational astrategies. ~~common~~These ~~benchmark~~projections ~~used~~are inadjusted to reflect current economic conditions and require considerable management judgement. We did not recognize any such impairment during the years ended December 31, 2024 and 2022. We recognized an impairment loss on real estate ~~industry~~included ~~for~~in ~~relative~~our ~~comparison~~Other Real Estate segment of ~~real~~$23.6 ~~estate~~million ~~valuations~~under the held for sale impairment model during the year ended December 31, 2023.

~~The~~ITEM ~~key~~7A. ~~macro-economic~~QUANTITATIVE ~~factors~~AND ~~and~~QUALITATIVE ~~non-financial~~DISCLOSURES ~~indicators~~ABOUT ~~that~~MARKET affect our financial condition and operating performance are: household formations; rates of job growth; single-family and multifamily housing starts; interest rates; and availability and cost of financing. RISK

~~Results~~Our primary market risks are refunding risk, that is the availability of ~~Operations~~property debt or other cash sources to refund maturing property debt, and repricing risk, that is the possibility of increases in base interest rates and credit risk spreads. We use working capital to fund short-term uses, with long-term uses expected to be financed by cash from operating activities, proceeds from apartment community sales, and long-term debt. We use derivative financial instruments, principally interest rate swaps, interest rate caps, and treasury rate locks, to reduce our exposure to interest rate risk. We closely monitor the credit quality of the institutions with which we transact.

~~Because~~As ~~our~~of ~~operating~~December 31, ~~results~~2024, ~~depend~~on ~~primarily~~a onconsolidated ~~income~~basis, ~~from~~we ~~our~~had ~~apartment~~$2.1 ~~communities~~billion of non-recourse fixed-rate property debt, ~~the~~and ~~supply~~$4.1 billion of ~~and~~non-recourse ~~demand~~variable-rate ~~for~~property ~~apartments~~debt ~~influences~~outstanding. As of December 31, 2024, we have $3.0 billion of interest rate swap derivatives which reduce our ~~operating~~total ~~results~~variable rate exposure by $3. 0 billion, by fixing to a weighted-average interest rate of 6.9%. Additionally, ~~the~~we ~~level~~have net $1.1 billion of ~~expenses~~interest ~~required~~rate tocaps, ~~operate~~which ~~and~~economically ~~maintain~~cap our ~~apartment~~variable ~~communities~~interest ~~and~~rate exposure on the ~~pace~~remaining ~~and~~$1.1 ~~price~~billion of variable-rate debt at ~~which~~a weweighted-average ~~redevelop,~~rate ~~acquire~~of ~~and~~7.2%. ~~dispose~~As of ~~our~~December 31, ~~apartment~~2024, ~~communities~~the ~~affect~~capped rate on our ~~operating~~interest ~~results.~~rate caps is below the prevailing market rate.

~~The~~ ~~following~~After ~~discussion~~consideration ~~and~~of ~~analysis~~our ofinterest ~~the~~rate ~~results~~swaps ofand our ~~operations~~interest ~~and~~rate ~~financial~~caps ~~condition~~derivatives, ~~should~~we beestimate ~~read~~that a change in ~~conjunction~~the floating rate of 100-basis points with ~~the~~constant ~~accompanying~~credit ~~consolidated~~risk ~~financial~~spreads ~~statements~~would inincrease ~~Item~~or 8decrease interest expense by $1.2 million or $11.5 million, respectively, on an annual basis.

~~Overview~~As of December 31, 2024, we had $550 million of speculative interest rate swap derivatives. As a result, we estimate that a change in the floating rate of 100-basis points with constant credit risk spreads would increase or decrease gain (loss) on derivative instruments, net by $5.5 million on an annual basis.

~~2014~~As ~~Highlights~~of December 31, 2024, we had $644.5 million of cash and cash equivalents and restricted cash, a portion of which bears interest at variable rates, which may partially mitigate the effect of an increase in variable rates on our variable-rate debt discussed above.

Highlights of our results of operations for the year ended December 31, 2014, are summarized below:

• Conventional Same Store revenues and expenses for 2014, increased by 4.5% and 2.3%, respectively, resulting in a 5.5% increase in net operating income as compared to 2013;

• Average revenue per effective apartment home for our conventional portfolio increased by 13.6%, from $1,469 for the three months ended December 31, 2013, to $1,669 for the three months ended December 31, 2014, as a result of fourth quarter year-over-year revenue growth of 4.4% for our conventional same store apartment communities, the delivery of new apartment homes at our redevelopment apartment communities, reinvestment of sales proceeds in higher-rent apartment communities through redevelopment and acquisitions, and the sale of conventional apartment communities during 2014 with average revenues per home substantially lower than the apartment communities in the retained portfolio; and

• Average daily occupancy for our Conventional Same Store apartment communities increased from 95.6% for the year ended December 31, 2013, to 95.8% for 2014.

Table of ~~Contents~~Content

After ~~2014~~consideration ~~compared~~of tothe ~~2013~~interest rate swaps and interest rate caps derivatives described above, we estimate that a change in the floating rate of 100-basis points with constant credit risk spreads would decrease net (loss) income by $22.3 million and increase net (loss) income by $11.9 million, respectively, on an annual basis.

~~Net~~We ~~income~~estimate ~~attributable to Aimco and net income attributable to~~ the ~~Aimco~~fair ~~Operating~~value ~~Partnership~~of ~~increased~~debt byinstruments ~~$102.0~~as ~~million~~described ~~and~~in ~~$106.2~~Note ~~million,~~11 ~~respectively,~~to ~~during~~ the ~~the~~consolidated ~~year~~financial ~~ended~~statements ~~December~~in ~~31,~~Item ~~2014,~~8. asThe ~~compared~~estimated tofair ~~the~~value ~~year~~of ~~ended~~total ~~December 31~~indebtedness, ~~2013. The~~including ~~increase~~our innon-recourse ~~income~~fixed-rate ~~for Aimco~~ and ~~the~~variable-rate ~~Aimco~~property ~~Operating~~debt ~~Partnership~~ was ~~principally~~approximately ~~due~~$6.1 tobillion anas ~~increase~~of inDecember 31, ~~gains on dispositions and a decrease in interest expense~~2024.

~~2013~~ITEM ~~compared~~8. toFINANCIAL ~~2012~~STATEMENTS AND SUPPLEMENTARY DATA

~~Net~~The ~~income~~independent ~~attributable~~registered topublic ~~Aimco~~accounting ~~and~~firm’s ~~net~~reports, ~~income~~consolidated ~~attributable~~financial tostatements ~~the Aimco Operating Partnership increased by $74.8 million~~ and ~~$81.2~~schedule ~~million,~~listed ~~respectively,~~in ~~during~~ the ~~the~~“Index ~~year ended December 31, 2013, as compared~~ to ~~the~~Financial ~~year~~Statements” ~~ended~~on ~~December~~page ~~31,~~F-1 ~~2012. The~~of ~~increase~~this inAnnual ~~income~~Report ~~for~~are ~~Aimco~~filed ~~and~~as ~~the~~part ~~Aimco~~of ~~Operating~~this ~~Partnership~~report ~~was principally due to an increase in the net operating income~~ and aincorporated ~~decrease~~herein inby ~~depreciation~~this ~~and amortization of our apartment communities in continuing operations~~reference.

~~The~~ITEM ~~following~~9. ~~paragraphs~~CHANGES ~~discuss~~IN ~~these~~AND ~~and~~DISAGREEMENTS ~~other~~WITH ~~items~~ACCOUNTANTS ~~affecting~~ON ~~the~~ACCOUNTING ~~results~~AND ofFINANCIAL ~~operations of Aimco and the Aimco Operating Partnership in more detail.~~DISCLOSURE

~~Property Operations~~None.

AsITEM 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 communities9A. ~~Our~~ ~~conventional~~CONTROLS ~~and~~AND ~~affordable property operations comprise our reportable segments.~~ PROCEDURES

InDisclosure ~~accordance~~Controls ~~with accounting principles generally accepted in the United States of America, or GAAP, we consolidate certain apartment communities in which we hold an insignificant economic interest~~ and in some cases we do not consolidate other apartment communities in which we have a significant economic interest. Due to the diversity of our economic ownership interests in our apartment communities, our chief operating decision maker emphasizes as a key measurement of segment profit or loss proportionate property net operating income, which represents our share of the property net operating income of 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 eight affordable apartment communities with 739 apartment homes that we do not manage.Procedures

WeThe doAIR ~~not~~Operating ~~include~~Partnership’s ~~property~~ management ~~revenues~~, ~~offsite~~with ~~costs~~the ~~associated~~participation ~~with~~of ~~property~~our ~~management~~co-principal orexecutive ~~casualty-related~~officers ~~amounts~~and inchief ~~our~~financial ~~assessment~~officer, ofhas ~~segment~~evaluated ~~performance. Accordingly,~~the ~~these~~effectiveness ~~items~~of ~~are~~our ~~not~~disclosure ~~allocated~~controls toand ~~our~~procedures ~~segment~~(as ~~results~~defined ~~discussed~~in ~~below. Refer~~Rules to13a-15(e) ~~Note~~and 15d-15(e) inunder the ~~consolidated~~ ~~financial~~Exchange ~~statements~~Act) inas ~~Item~~of 8the ~~for~~end ~~further~~of ~~discussion~~the ~~regarding~~period ~~our~~covered ~~reportable~~by ~~segments~~this report. Based on such evaluation, ~~including~~our aco-principal ~~reconciliation~~executive ofofficers ~~these~~and ~~proportionate~~chief ~~amounts~~financial toofficer ~~consolidated~~have ~~rental~~concluded ~~and~~that, ~~other~~as ~~property~~of ~~revenues~~the end of such period, our disclosure controls and ~~property~~procedures ~~operating~~are ~~expenses~~effective.

~~Conventional~~Management’s ~~Real~~Report ~~Estate~~on ~~Operations~~Internal Control Over Financial Reporting

~~Our~~Management ~~conventional segment consists~~ of ~~apartment~~the ~~communities~~AIR weOperating ~~classify~~Partnership asis ~~Conventional~~responsible ~~Same~~for ~~Store,~~establishing ~~Conventional Redevelopment~~ and ~~Other~~maintaining ~~Conventional~~adequate ~~apartment~~internal ~~communities. Conventional~~control ~~Same~~over ~~Store~~financial ~~apartment~~reporting. ~~communities~~Internal ~~are~~control ~~those~~over wefinancial ~~manage,~~reporting ~~that~~is ~~have~~defined ~~reached~~in ~~and~~Rule ~~maintained a stabilized occupancy~~ 13a-15(~~greater~~f) ~~than~~and ~~90%~~15d-15(f) ~~during~~under the ~~current~~Exchange ~~year~~Act ~~and~~as ~~prior year periods, and that are not expected to be sold within 12 months. Conventional Redevelopment apartment communities are those in which~~ a ~~substantial~~process ~~number~~designed ofby, ~~available apartment homes have been vacated for major renovations~~ or ~~have~~under ~~not been stabilized in occupancy during~~ the ~~current~~supervision ~~year or prior year periods~~of, ~~due~~our toco-principal ~~ongoing~~executive orofficers ~~completed~~and ~~renovations,~~chief ~~such~~financial ~~as exteriors~~officer, ~~common~~management areas or apartment home improvements. Other Conventional apartment communities includes conventional apartment communities that have significant rent control restrictions; apartment communities that had not reached and ~~maintained~~other apersonnel ~~stabilized~~to ~~level~~provide ofreasonable ~~occupancy~~assurance ~~during~~regarding the ~~current~~reliability ~~year~~of orfinancial ~~prior~~reporting ~~year~~and ~~periods, often due to a casualty event;~~ the ~~operations~~preparation of ~~properties~~financial ~~that~~statements ~~are~~for ~~not~~external ~~multifamily,~~purposes ~~such~~in asaccordance ~~fitness~~with ~~centers;~~generally ~~apartment~~accepted ~~communities~~accounting ~~acquired~~principles ~~during~~and ~~the~~includes ~~current~~those ~~year~~policies ~~or prior year periods;~~ and ~~those~~procedures ~~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•pertain ofto ~~December 31,~~the ~~2014,~~maintenance ~~as defined by our segment performance metrics, our Conventional Same Store portfolio, Conventional Redevelopment portfolio and our Other Conventional portfolio consisted~~ of ~~103,~~records ~~7 and 28 apartment communities with 36~~that,~~720,~~ ~~2,891~~in ~~and~~reasonable 3detail,~~393~~ ~~apartment~~accurately ~~homes, respectively. From December 31, 2013, to December 31, 2014, on a net basis, our Conventional Same Store portfolio decreased by 19 apartment communities~~ and ~~8,420~~fairly ~~apartment~~reflect homes. This decrease consisted of 19 apartment communities with 8,043 apartment homes that were sold or classified as held for sale, one apartment community with 537 apartment homes that was reclassified from our Conventional Same Store portfolio to our Conventional Redevelopment portfolio when we commenced redevelopment of the ~~community,~~transactions and ~~one~~dispositions ~~apartment~~of ~~community with 296 apartment homes that was reclassified from our Conventional Same Store portfolio to our Other Conventional portfolio that we expect to sell in the next 12 months. This~~ 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 AIR Operating Partnership’s internal control over financial reporting as of December 31, 2024. 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, 2024, the AIR Operating Partnership’s internal control over financial reporting is effective.

Table of ~~Contents~~Content

~~decrease~~Changes ~~was~~in ~~partially~~Internal ~~offset~~Control byOver ~~two~~Financial apartment communities with 372 and 84 apartment homes that were reclassified from our Conventional Redevelopment and Other Conventional portfolios to our Conventional Same Store portfolio when they reached stabilization following redevelopment and acquisition, respectively. 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.Reporting

	Year Ended December 31,
(in thousands)	2014		2013		$ Change		% Change
Rental and other property revenues:
Conventional Same Store	$	657,181	$	629,141	$	28,040	4.5	%
Conventional Redevelopment	51,452		35,768		15,684		43.8	%
Other Conventional	58,786		50,126		8,660		17.3	%
Total	767,419		715,035		52,384		7.3	%
Property operating expenses:
Conventional Same Store	213,475		208,754		4,721		2.3	%
Conventional Redevelopment	20,567		16,479		4,088		24.8	%
Other Conventional	26,409		22,504		3,905		17.4	%
Total	260,451		247,737		12,714		5.1	%
Property net operating income:
Conventional Same Store	443,706		420,387		23,319		5.5	%
Conventional Redevelopment	30,885		19,289		11,596		60.1	%
Other Conventional	32,377		27,622		4,755		17.2	%
Total	$	506,968	$	467,298	$	39,670	8.5	%

There has been no change in the AIR Operating Partnership’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter of 2024 that has materially affected, or is reasonably likely to materially affect, the AIR Operating Partnership’s internal control over financial reporting.

~~For~~ITEM ~~the year ended December 31, 2014, as compared to 2013, our conventional segment’s proportionate property net operating income increased $39~~9B.7 ~~million,~~OTHER ~~or 8.5%.~~INFORMATION

~~For~~Section the year ended December 31, 2014, as compared to 2013, Conventional Same Store proportionate property net operating income increased by $23.3 million, or 5.5%. This increase was primarily attributable to a $28.0 million, or 4.5%, increase in rental and other property revenues due to higher average revenues 13(~~approximately $64 per effective home~~r), comprised of increases in rental rates, utility reimbursements, 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 increases 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 $0.6 million, or 0.7%.Disclosure

~~Our~~Pursuant ~~Conventional~~to ~~Redevelopment~~Section ~~proportionate~~219 ~~property~~of ~~net~~the ~~operating~~Iran ~~income~~Threat ~~increased~~Reduction byand ~~$11.6~~Syria ~~million~~Human ~~during~~Rights ~~the~~Act ~~year~~of ~~ended December 31~~2012, ~~2014,~~which asadded ~~compared~~Section to13(r) ~~2013,~~of ~~primarily~~the ~~due~~Exchange toAct, ~~increases~~we inhereby ~~net~~incorporate ~~operating~~by ~~income~~reference ~~associated~~herein ~~with~~Exhibit ~~apartment~~99.1 ~~homes~~of ~~placed~~this ~~into~~report, ~~service~~which ~~following~~includes ~~completion~~disclosures ofregarding ~~construction~~ activities~~. From~~ ~~December 31,~~at ~~2013,~~Mundys ~~to December 31~~S.p.A., ~~2014,~~which wemay ~~placed an additional 632~~be, ~~308~~or ~~and~~may 72have ~~apartment~~been ~~homes~~at ~~into~~the ~~service~~time atconsidered ~~our~~to ~~Lincoln~~be ~~Place,~~an ~~Pacific~~affiliate ~~Bay~~of ~~Vistas~~Blackstone and, ~~The Preserve at Marin apartment communities~~therefore, ~~respectively~~our affiliate.

~~Our~~ITEM ~~Other Conventional proportionate property net operating income increased by $4~~9C.8 ~~million,~~DISCLOSURE orREGARDING ~~17.2%,~~FOREIGN ~~during~~JURISDICTIONS ~~the~~THAT ~~year~~PREVENT ~~ended December 31, 2014, as compared to 2013, primarily due to apartment communities we acquired during 2014 and 2013 and recovery of previously recognized bad debts.~~INSPECTIONS

Not applicable.

Table of ~~Contents~~Content

AsPART of December 31, 2013, our Conventional Same Store portfolio and our Other Conventional portfolio consisted of 103 and 29 apartment communities with 37,097 and 4,630 apartment homes, respectively. Our conventional portfolio results for the years ended December 31, 2013 and 2012, as presented below, are based on the apartment community populations as of December 31, 2013 (excluding amounts related to apartment communities sold or classified as held for sale during 2014).III

	Year Ended December 31,
	2013		2012		$ Change		% Change
Rental and other property revenues:
Conventional Same Store	$	637,615	$	610,027	$	27,588	4.5	%
Other Conventional	77,420		65,902		11,518		17.5	%
Total	715,035		675,929		39,106		5.8	%
Property operating expenses:
Conventional Same Store	210,532		203,997		6,535		3.2	%
Other Conventional	37,205		33,343		3,862		11.6	%
Total	247,737		237,340		10,397		4.4	%
Property net operating income:
Conventional Same Store	427,083		406,030		21,053		5.2	%
Other Conventional	40,215		32,559		7,656		23.5	%
Total	$	467,298	$	438,589	$	28,709	6.5	%

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Biographical information for the executives and directors follows.

For the year ended December 31, 2013, as compared to 2012, our conventional segment’s proportionate property net operating income increased $28.7 million, or 6.5%.


Lisa R. Cohn President , General Counsel, and Secretary (Co-Principal Executive Officer) Age: 56 Director since 2024			Experience •Co-Principal Executive Officer of AIR Communities (2024-Present) •President, General Counsel and Secretary AIR Communities (2020-Present) •Executive Vice President, General Counsel, Secretary, Aimco (2007-2020) •Senior Vice President and Assistant General Counsel, Aimco (2004-2007) •Vice President and Assistant General Counsel, Aimco (2002-2004) •Associate, Hogan & Hartson LLP (now Hogan Lovells) (1998-2002) •Federal Judicial Law Clerk, US District Court, District of Colorado (1996-1998) Qualifications •Ms. Cohn oversees the organization generally and has specific responsibilities for governance, information technology and process innovation, human resources, communications, legal, risk, insurance, government relations, finance, reporting and accounting. •She has had increasing levels of responsibilities across the company, serving as a cross-functional leader of the organization. Ms. Cohn has had responsibility for construction services, asset quality and service, insurance, risk management, dispositions nationwide, and Aimco’s acquisition activities in the western region. She also served as chairman of Aimco’s Investment Committee. •Member of NAREIT’s Advisory Board of Governors •Member, Board of Trustees, National Storage Affiliates (NYSE: NSA) (2024-present) •In private practice, Ms. Cohn focused on public and private mergers and acquisitions, venture capital financing, securities, and corporate governance. Education •JD, Harvard Law School, cum laude •AB, Stanford University, with Honors and Distinction

Keith M. Kimmel President of Property Operations, AIR Communities (Co-Principal Executive Officer) Age: 53			Experience •Co-Principal Executive Officer of AIR Communities (2024-Present) •President of Property Operations, AIR Communities (2020-Present) •Executive Vice President of Property Operations, Aimco (2011-2020) •Area Vice President Property Operations Western United States, Aimco (2008-2011) •Regional Vice President Property Operations California, Aimco (2002-2008) •Regional Property Manager Beverly Hills, Casden Properties (1998–2002) •General Manager Southern California, Sares-Regis Group (1992-1998) Qualifications •Mr. Kimmel oversees the organization generally and has specific responsibility for leading corporate, national, regional, and field team members who serve their residents daily. He oversees the corporate teams responsible for data analytics, construction and asset quality, marketing, procurement, revenue management, and the shared service center. •He is experienced in leading national and corporate teams; 1,000-2,500+ team members, 30,000-90,000+ units, $13B+ in multifamily real estate assets, and $1B in annual revenues. •His career in the multifamily real estate business began in 1992 as a leasing consultant and then general manager where Mr. Kimmel developed his passion for operating communities, learning the intimate details of providing homes to residents, and celebrating the teams that make it all possible.

Paul L. Beldin Chief Financial Officer and Executive Vice President Age: 51			Experience •Chief Financial Officer and Executive Vice President, Aimco (2015-December 2020)/AIR Communities ( December 2020-Present) •Senior Vice President and Chief Accounting Officer, Aimco (2008-2015) •Chief Financial Officer of America First Apartment Investors, Inc. (2005-2007) •Audit Senior Manager, Deloitte (1996-2005) Qualifications •Mr. Beldin has over 20 years of real estate experience; including 10 years as a public company CFO. •He is a certified public accountant. •He is a member of NAREIT's CFO Counsel. Education •BS, University of Nebraska-Lincoln

For the year ended December 31, 2013, as compared to 2012, Conventional Same Store proportionate property net operating income increased by $21.1 million, or 5.2%. This increase was primarily attributable to a $27.6 million, or 4.5%, increase in rental and other property revenues due to higher average revenues (approximately $69 per effective home), comprised of increases in rental rates, utility reimbursements, and other fees including parking, partially offset by a 20 basis point decrease in average daily occupancy. Rental rates on new leases transacted during the year ended December 31, 2013, were 1.5% higher than expiring lease rates, and renewal rates were 5.1% higher than expiring lease rates. The increase in Conventional Same Store rental and other property revenues was partially offset by a $6.5 million, or 3.2%, increase in property operating expenses, primarily due to increases in real estate taxes, insurance costs, utilities and administrative expenses, partially offset by decreases in personnel and related costs. During the year ended December 31, 2013, as compared to 2012, controllable operating expenses, which exclude utility costs, real estate taxes and insurance, decreased by $0.2 million, or 0.2%.

Our Other Conventional proportionate property net operating income increased by $7.7 million, or 23.5%, during the year ended December 31, 2013, as compared to 2012, primarily due to a $4.3 million increase in net operating income resulting from conventional apartment communities we acquired in 2012 and 2013. Other Conventional net operating income also increased by $3.4 million due to apartment homes at our redevelopment apartment communities that have been completed and an increase in occupancy at one of our 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, 2014, as defined by our segment performance metrics, our Affordable Same Store portfolio and Other Affordable portfolio consisted of 44 and five apartment communities with 7,111 and 969 apartment homes, respectively. From December 31, 2013, to December 31, 2014, on a net basis, our Affordable Same Store portfolio decreased by two apartment communities and 313 apartment homes. This decrease consisted of one apartment community with 113 apartment homes that became classified as held for sale and one apartment community with 200 apartment homes that we reclassified from our Affordable Same Store portfolio to our Affordable Other portfolio following a casualty loss. 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.

Table of ~~Contents~~Content

	Year Ended December 31,
Jacob WernerCo-Head of Americas Acquisitions, Blackstone Real EstateAge: 42Director since 2024			Experience•Co-Head of Americas Acquisitions, Blackstone Real Estate (2023-Present)•Senior Managing Director, Blackstone Real Estate (2018-Present)•Various other roles at Blackstone (2005-2018)Qualifications•Since joining Blackstone in 2005, Mr. Werner has been involved in a number of Blackstone's largest real estate investments, including BioMed Realty, Pure Industrial, Home Partners of America, and Education Realty Trust.Education•BS, McIntire School of Commerce at the University of Virginia (graduated with distinction)
	2014			2013		$ Change			% Change
Asim HamidSenior Managing Director, Blackstone Real EstateAge: 46Director since 2024			Experience•Senior Managing Director, Blackstone Real Estate (2023-Present)•Managing Director, Blackstone Real Estate (2020-2023)•Principal, Blackstone Real Estate (2017-2020)Qualifications•Mr. Hamid focuses on new investment opportunities in the residential sector for Blackstone Real Estate.Education•BS in Finance and Accounting, Stern School of Business at New York University
Rental and other property revenues:
Richard ReyesManaging Director, Blackstone Real EstateAge: 35Director since 2024			Experience•Managing Director, Blackstone Real Estate (2022-Present)•Principal, Blackstone Real Estate (2020-2022)•Associate, Blackstone Real Estate (2017-2019)•Assistant Vice President, Waterton Associates (2015-2017)Qualifications•Mr. Reyes focuses on new investment opportunities in the multi family sector for Blackstone Real Estate.Education•BS in Finance from the University of Illinois
Affordable Same Store	$	84,816		$	83,332	$	1,484		1.8	%
Scott McCallumManaging Director,Blackstone Real EstateAge: 37Director since 2024			Experience•Managing Director, Blackstone Real Estate (2017-Present)•Lieutenant, United States Navy (SEAL) (2010-2017)Qualifications•Mr. McCallum focuses on new investment opportunities in the multifamily sector.•Since joining Blackstone in 2017, Mr. McCallum has worked on real estate investments across several property sectors in both Canada and the United States, including the privatizations of Tricon Residential, Bluerock Residential Growth REIT, Preferred Apartment Communities and AIR Communities, as well as a variety of other transactions contributing to the growth of Blackstone’s residential platforms in North America.Education•B.S. in Honors Economics (Arabic Minor) from the United States Naval Academy
Other Affordable	9,704			9,721		(17		)	(0.2	)%
Total	94,520			93,053		1,467			1.6	%
Property operating expenses:
Affordable Same Store	34,182			33,176		1,006			3.0	%
Other Affordable	4,243			4,272		(29		)	(0.7	)%
Total	38,425			37,448		977			2.6	%
Property net operating income:
Affordable Same Store	50,634			50,156		478			1.0	%
Other Affordable	5,461			5,449		12			0.2	%
Total	$	56,095		$	55,605	$	490		0.9	%

~~For~~How ~~the~~We ~~year~~Are ended December 31, 2014, as compared to 2013, our affordable segment’s proportionate property net operating income increased $0.5 million, or 0.9%. The increase in proportionate property net operating income was primarily attributed to an increase in rental income driven by higher rental rates, partially offset by an increase in utilities.Organized

AtThe ~~December 31,~~AIR ~~2013,~~Operating ~~our~~Partnership ~~Affordable~~is ~~Same~~managed ~~Store~~by ~~portfolio~~its ~~and~~general ~~Other~~partner, ~~Affordable~~AIR-GP ~~portfolio~~LLC, ~~consisted~~a ofDelaware 45limited ~~and~~liability ~~four~~company ~~apartment~~(the ~~communities~~“General ~~with~~Partner”). ~~7,311~~The ~~and~~General ~~769~~Partner’s ~~apartment~~sole ~~homes,~~member ~~respectively. Our~~(AIR ~~affordable~~REIT ~~results~~Sub ~~for~~2, ~~the~~LLC) ~~years~~is ~~ended~~member-managed ~~December 31~~by AIR, ~~2013~~which ~~and~~is ~~2012~~managed ~~presented~~by ~~below~~a ~~are~~Board ~~based~~of onDirectors. ~~the~~Lisa ~~apartment~~Cohn, ~~community~~Asim ~~populations~~Hamid, atScott ~~December 31~~McCallum, ~~2013~~Richard ~~(excluding~~Reyes ~~amounts~~and ~~related~~Jacob toWerner ~~apartment~~comprise ~~communities~~the ~~sold~~AIR orBoard ~~classified~~of Directors, which functions as ~~held~~the ~~for~~Board ~~sale~~of ~~during~~Directors ~~2014)~~of the Operating Partnership.

	Year Ended December 31,
	2013		2012		$ Change			% Change
Rental and other property revenues:
Affordable Same Store	$	85,078	$	83,612	$	1,466		1.8	%
Other Affordable	7,975		8,016		(41		)	(0.5	)%
Total	93,053		91,628		1,425			1.6	%
Property operating expenses:
Affordable Same Store	34,043		32,973		1,070			3.2	%
Other Affordable	3,405		3,592		(187		)	(5.2	)%
Total	37,448		36,565		883			2.4	%
Property net operating income:
Affordable Same Store	51,035		50,639		396			0.8	%
Other Affordable	4,570		4,424		146			3.3	%
Total	$	55,605	$	55,063	$	542		1.0	%

The Board of Directors does not have any standing committees, and while our board of directors has not designated any of its members as an audit committee financial expert (as defined under Item 407(d)(5) of Regulation S-K), we believe that the Board of Directors is qualified to address accounting or financial reporting issues that may come before it, and accordingly, an audit committee financial expert is not necessary.

For the year ended December 31, 2013, as compared to 2012, the proportionate property net operating income of our affordable apartment communities increased $0.5 million, or 1.0%. The increase in proportionate property net operating income was primarily attributable to an in increase rental income driven by higher rental rates, substantially offset by an increase in utilities, real estate taxes and insurance.

Non-Segment Real Estate Operations

As discussed in Note 12 to the consolidated financial statements in Item 8, effective January 1, 2014, we adopted ASU 2014-08, which revised the definition of, and reporting requirements for, discontinued operations. As a result, commencing in 2014, routine apartment community sales and assets held for sale are no longer considered discontinued operations, and the results of operations for these apartment communities are included in income from continuing operations. However, we continue to 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.

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~~Real~~How ~~estate~~We ~~operations~~Govern ~~net operating income amounts not attributed to our conventional or affordable segments include property management revenues, offsite costs associated with property management,~~ and ~~casualty~~Are ~~losses,~~Governed 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).

~~For~~Code the years ended December 31, 2014, 2013 and 2012, property management expenses, which includes 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 $25.2 million, $30.7 million and $35.9 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.~~ Ethics

~~For~~AIR ~~the~~has ~~years~~a ~~ended~~“Code ~~December 31,~~of ~~2014~~Business Conduct and ~~2013~~Ethics” that applies to all teammates of the Operating Partnership, ~~casualty~~including ~~losses~~its ~~increased~~co-principal byexecutive ~~$5.1~~officers, ~~million~~principal financial officer, ~~from~~and $6principal accounting officer.7 ~~million~~The toCode ~~$11.8~~of ~~million~~Business ~~primarily~~Conduct ~~due~~and toEthics ~~increases~~is inposted ~~casualty~~on ~~losses~~AIR’s atwebsite ~~apartment~~(www.aircommunities.com) ~~communities~~and is also available in ~~the~~print ~~Northeast~~to ~~and~~unitholders, ~~Midwest~~upon ~~resulting~~written ~~from~~request ~~severe~~to ~~winter~~AIR’s ~~weather~~Corporate ~~associated~~Secretary. ~~with~~If, in the ~~“2014~~future, ~~polar~~AIR ~~vortex,”~~waives ~~casualty~~a ~~losses~~provision ~~from~~in athe ~~severe~~Code ~~hail~~of ~~storm~~Business atConduct ~~one~~and ofEthics, ~~our~~AIR ~~apartment~~intends ~~communities~~to insatisfy ~~2014,~~any ~~and~~applicable ~~increases~~disclosure inrequirement ~~minor~~under ~~casualty~~Item ~~losses~~5.05 ~~incurred~~of atForm ~~our~~8-K ~~apartment~~by ~~communities~~posting insuch ~~2014~~information on AIR’s website (www.aircommunities.com), as necessary.

~~For~~Corporate ~~the~~Responsibility years ended December 31, 2013 and 2012, casualty losses increased by $5.2 million, from $1.5 million to $6.7 million due to fires that damaged apartment communities in New York and Tennessee, flooding that damaged an apartment community in Michigan, and increases in minor casualty losses incurred at our apartment communities in 2013.Report

~~Tax~~AIR ~~Credit~~publishes a Corporate Responsibility Report, which highlights our commitment to environmental and ~~Asset~~social ~~Management~~responsibility. ~~Revenues~~A copy of AIR’s current Corporate Responsibility Report is available on AIR’s website (www.aircommunities.com). Nothing on AIR’s website, including the Corporate Responsibility Report, shall be deemed incorporated by reference into this filing.

WeInsider ~~sponsor~~Trading ~~certain~~Policies ~~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 associated with these partnerships to their partners. Procedures

~~For~~Because ~~the~~we ~~year~~are ~~ended~~a ~~December~~privately-held ~~31,~~company ~~2014,~~and asthere ~~compared~~is tono ~~the~~public ~~year~~market ~~ended~~for ~~December~~our 31securities, ~~2013,~~we ~~tax~~do ~~credit~~not ~~and~~have ~~asset~~formal ~~management~~policies ~~revenues~~and ~~decreased~~procedures ~~$3.3~~related ~~million. This decrease was attributable~~ to ainsider ~~decrease~~trading. inUnder ~~amortization~~our Code of ~~tax~~Business ~~credit~~Conduct ~~income,~~ and aEthics, ~~decrease~~covered inpersons ~~disposition~~are ~~and~~expected ~~other~~to ~~transactional~~comply ~~fees~~with ~~earned~~applicable ~~in 2014~~laws, asrules ~~compared~~and ~~to 2013~~regulations.

For the year ended December 31, 2013, as compared to the year ended December 31, 2012, tax credit and asset management revenues decreased $6.9 million. This decrease is primarily attributable to reductions in disposition and other transactional fees from 2012 to 2013.

Investment Management Expenses

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.

For the year ended December 31, 2013, compared to the year ended December 31, 2012, investment management expenses decreased $7.7 million. Investment management expenses decreased by $3.4 million due to fees paid to third parties during 2012 for asset management services related to the legacy asset management business, which we sold in late 2012 (see Note 3 to the consolidated financial statements in Item 8). Investment management expenses also decreased by $1.0 million due to a reduction in personnel and related costs and by $3.3 million due to a reduction in transaction and other costs.

Depreciation and Amortization

During the years ended December 31, 2014, 2013 and 2012, depreciation and amortization totaled $282.6 million, $291.9 million and $325.2 million, respectively. The $9.3 million decrease from 2013 to 2014 was primarily due to assets that became fully depreciated and current year apartment community sales, partially offset by an increase associated with our redevelopment apartment communities as completed apartment homes were placed into service. The $33.3 million decrease from 2012 to 2013 was primarily due to assets that became fully depreciated.

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 related to estimated costs to sell, inclusive of a debt prepayment penalty.

During the year ended December 31, 2012, we recognized impairment losses totaling $6.2 million primarily related to assets classified as held for use. These impairment losses were recognized primarily due to reductions in the estimated period over which

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weITEM ~~expected to hold the apartment communities, coupled with reductions in the estimated fair values of the assets as compared with their carrying amounts~~11. EXECUTIVE COMPENSATION

~~General~~COMPENSATION ~~and~~DISCUSSION ~~Administrative~~& ~~Expenses~~ANALYSIS (“CD&A”)

InExecutive 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 $38.4 million, or 33.5%, since 2010. Summary

~~For~~•The ~~the~~Merger ~~year~~between ~~ended~~AIR ~~December~~and ~~31,~~affiliates ~~2014,~~of ~~compared~~Blackstone toReal ~~the~~Estate ~~year~~Partners ~~ended~~X ~~December~~was 31completed on June 28, ~~2013~~2024, ~~general~~ and ~~administrative~~in ~~expenses~~connection ~~decreased $1.5 million~~therewith, orAIR ~~3.3%,~~ceased ~~primarily due~~ to ~~reductions~~be inan ~~personnel~~NYSE-listed ~~and related costs~~company.

~~For~~•As ~~the~~a ~~year~~result ~~ended~~of ~~December~~the 31Merger, ~~2013,~~all ~~compared~~outstanding torestricted ~~the~~stock ~~year~~and ~~ended~~stock ~~December~~option 31awards, ~~2012,~~whether ~~general~~vested ~~and administrative expenses decreased $3.9 million,~~ or ~~7.9%~~unvested, ~~primarily~~were ~~due~~cancelled toand ~~decreases~~converted ininto ~~information technology costs~~cash.

~~Other~~•Following ~~Expenses~~the Merger, ~~Net~~Terry Considine made the decision to step down from his role as Chief Executive Officer, effective October 2024. In addition, Joshua Minix also made the decision to step down from his role as Executive Vice President and Chief Investment Officer, effective October 2024.

~~Other~~•Following ~~expenses~~Mr. Considine’s departure, ~~net~~Lisa ~~includes~~Cohn ~~franchise~~and ~~taxes,~~Keith ~~risk~~Kimmel ~~management~~were ~~activities,~~both ~~partnership~~appointed ~~administration~~as ~~expenses~~Co-Principal ~~and~~Executive ~~certain~~Officers ~~non-recurring~~of ~~items~~AIR Operating Partnership, effective October 2024.

~~For~~Our ~~the~~Named ~~year~~Executive ended December 31, 2014, compared to the year ended December 31, 2013, other expenses, net increased $5.4 million. The net increase was primarily due to an increase in legal and other costs and due to certain nonrecurring recoveries recognized during 2013.Officers

~~For~~This CD&A describes the ~~year~~compensation ~~ended~~programs ~~December~~and ~~31,~~practices ~~2013,~~regarding ~~compared~~our toNamed ~~the~~Executive ~~year~~Officers ~~ended~~(“NEOs”) ~~December~~for ~~31,~~2024. ~~2012,~~Our ~~other~~NEOs ~~expenses,~~for ~~net~~2024 ~~decreased~~were byour ~~$4.7~~former ~~million.~~Chief ~~The~~Executive ~~net~~Officer, ~~decrease~~our ~~was~~current ~~primarily~~Co-Principal ~~due~~Executive toOfficers, ~~reductions~~our inChief ~~costs~~Financial ~~incurred~~Officer, inand ~~2012~~our ~~related~~Former toExecutive ~~our~~Vice ~~legacy~~President ~~asset~~and ~~management~~Chief ~~business,~~Investment ~~severance~~Officer ~~costs~~(based ~~incurred~~on his compensation during ~~2012~~2024, ~~and~~prior ~~the~~to ~~write~~his ~~off~~departure). ~~during~~Prior ~~2012~~to ofthe ~~residual~~Merger, ~~receipts~~the ~~amounts~~compensation ~~held~~program bydescribed ~~certain~~herein ofrelated ~~our~~to ~~affordable~~AIR, ~~apartment~~while ~~communities~~it ~~following~~was aan ~~change~~NYSE-listed incompany. Following the ~~United~~Merger, ~~States~~the ~~Department~~compensation ofprogram ~~Housing~~relates ~~and~~to ~~Urban~~the ~~Development’s~~AIR ~~policies~~Operating ~~regarding~~Partnership, ~~use~~a ofprivately ~~these~~held ~~amounts~~company.

Interest Income

Name

First Elected

Position

Terry Considine

July 1994

Former Chief Executive Officer and Director

Lisa R. Cohn

December 2007

President, General Counsel, and Secretary (Co-Principal Executive Officer)

Keith M. Kimmel

January 2011

President of Property Operations (Co-Principal Executive Officer)

Paul L. Beldin

September 2015

Executive Vice President and Chief Financial Officer

Joshua Minix

October 2021

Former Executive Vice President and Chief Investment Officer

~~Interest~~Overview ~~income consists primarily~~ of ~~interest~~Pay-for-Performance onPhilosophy ~~notes receivable, accretion of discounts on certain notes receivable, interest on cash~~ and ~~restricted~~2024 ~~cash~~Business ~~accounts~~Performance ~~and~~Results ~~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~~We ~~the~~are ~~year~~a ~~ended~~pay-for-performance ~~December~~organization. 31Prior to the Merger, ~~2014~~we set target total compensation near the median of target total compensation for our peers as identified below, both as ~~compared~~a measure of fairness and also to ~~the~~provide ~~year~~an ~~ended~~economic ~~December~~incentive 31to remain with AIR. Actual compensation varies from target compensation based on our results. Each officer’s annual cash incentive compensation includes, ~~2013~~“short term incentive” or “STI”, ~~interest~~which ~~income~~is ~~decreased~~based byin ~~$11.1~~part ~~million. Interest~~on ~~income~~AIR’s ~~decreased~~performance byagainst $4corporate, rather than personal, goals.5 ~~million~~Longer ~~due~~term compensation, “long term incentive” or “LTI”, follows a similar tiered structure. Prior to ~~accretion~~the ~~income~~Merger, ~~recognized~~each officer’s LTI was based in ~~2013~~part ~~related~~on toAIR's antotal ~~apartment~~shareholder ~~community~~return ~~sale~~or ~~for~~“TSR”, ~~which~~relative ~~the~~to ~~net~~its ~~proceeds~~peers, ~~available~~with ~~for~~executive ~~repayment~~officers having a greater share of ~~partnership~~their ~~loans~~LTI ~~exceeded~~based on relative TSR. In the ~~amounts~~case ~~previously~~of ~~anticipated~~Mr. ~~Interest~~ ~~income~~Considine, ~~also~~his ~~decreased~~entire byLTI $4award was “at risk” based on AIR's relative TSR.7 ~~million~~LTI ~~due~~was measured (typically over three years) and vested over time (typically 50% after three years and 50% after four years), so that officers would bear longer term exposure to ~~interest~~the ondecisions they make. In the ~~West~~case ~~Harlem~~of ~~property~~Mr. ~~loans~~Minix, his compensation was tied to production, that is, transactions designed to upgrade the quality of AIR’s portfolio. Following the Merger, all outstanding restricted stock and stock option awards, whether vested or unvested, were ~~purchased~~cancelled inand ~~2013~~converted into cash. Following the Merger and ~~held~~going ~~for~~forward, ~~approximately~~LTI ~~six~~awards ~~months~~are ~~prior~~expected to ~~their~~be ~~repayment~~time ~~(see~~and ~~Note~~performance-based 3deferred toincentives ~~the~~that ~~consolidated~~vest ~~financial~~over ~~statements~~an inapplicable ~~Item~~service 8)period.

~~For~~We ~~the~~are ~~year~~neither ~~ended~~required ~~December~~to ~~31,~~conduct ~~2013,~~say-on-pay asor ~~compared~~say-on-frequency tovotes ~~the~~nor ~~year~~to ~~ended~~provide ~~December~~disclosures ~~31,~~relating ~~2012,~~to ~~interest~~pay-versus-performance ~~income~~under ~~increased~~the byDodd-Frank ~~$4.7~~Wall ~~million. Interest~~Street ~~income~~Reform ~~increased~~and ~~primarily~~Consumer ~~due~~Protection toAct ~~the~~of ~~interest~~2010. onHowever, ~~the~~we ~~West~~intend ~~Harlem~~periodically ~~property loans prior~~ to ~~their~~review ~~repayment~~the ~~late~~elements inof ~~2013~~our compensation, and ~~due~~we tomay ~~accretion~~make ~~income~~changes ~~recognized~~to ~~related~~the tocompensation anstructure ~~apartment~~relating ~~community~~to ~~sale~~one ~~for~~or ~~which~~more ~~the~~named ~~net~~executive ~~proceeds~~officers ~~available~~based ~~for~~on ~~repayment~~the outcome of ~~partnership~~such ~~loans~~reviews ~~exceeded~~from ~~the~~time ~~amounts~~to ~~previously anticipated~~time.

Interest Expense

For the year ended December 31, 2014, compared to the year ended December 31, 2013, interest expense, which includes the amortization of deferred financing costs and prepayment penalties incurred on debt refinancings, 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 (primarily due to the expansion of our pool of unencumbered 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.

For the year ended December 31, 2013, compared to the year ended December 31, 2012, interest expense increased by $7.7 million, or 3.3%. Approximately $10.5 million of the increase was driven by debt forgiveness gains recognized by the legacy asset management business during 2012, partially offset by normal interest expense. The debt forgiveness gains were recognized

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~~upon~~Summary ~~the sale~~ of ~~partnership~~Executive ~~interests~~Compensation ~~held~~Program ~~by the legacy asset management business. The gains~~ and ~~interest~~Governance ~~expense~~Practices were primarily allocated to noncontrolling interests and had no significant effect on the amounts of net income attributable to Aimco or the Aimco Operating Partnership during these periods. Interest expense also increased by $3.1 million due to prepayment penalties incurred upon the early repayment of property debt on an apartment community included in our unencumbered pool. These increases in interest expense were partially offset by decreases in interest expense resulting from lower average outstanding balances on non-recourse property debt for our existing apartment communities (inclusive of the expansion of our pool of unencumbered apartment communities).

~~Other,~~What ~~Net~~We Pay and Why: Components of Executive Compensation

~~Other,~~Total ~~net~~compensation ~~includes~~for ~~gains or losses on disposition of interests in unconsolidated real estate partnerships, our equity in~~ the ~~income~~AIR orOperating ~~loss~~Partnership's ofnamed ~~unconsolidated~~executive ~~real~~officers ~~estate~~is ~~partnerships,~~comprised ~~and the results~~ of ~~operations related to our legacy asset management business, which we account for under~~ the ~~profit~~following ~~sharing method, as further discussed in Note 3 to the consolidated financial statements in Item 8.~~components:

~~During~~CompensationComponent ~~the~~Form ~~years~~Purpose ~~ended~~Base ~~December 31,~~Salary ~~2014~~Cash ~~and~~Provide ~~2013,~~a ~~other,~~salary ~~net~~that ~~primarily~~is ~~consisted~~competitive ofwith $0market.8 ~~million~~STI/Transaction ofCash ~~net~~Reward ~~losses~~executives ~~and~~for $1achieving short-term business objectives.8 ~~million~~LTI ofPrior ~~net~~to ~~income,~~the ~~respectively~~Merger: Restricted stock,Long-Term ~~related~~Incentive toPlan ~~our~~("LTIP") ~~legacy~~units,and/or ~~asset~~stock ~~management~~options ~~business. After~~(collectively, ~~income~~“EquityAwards”), ~~taxes~~subject ~~and~~to ~~noncontrolling~~performance ~~interest~~and/or ~~allocations~~timevesting, ~~our~~typically ~~share~~over offour years.Following the ~~net~~Merger: ~~losses~~deferred ~~and~~cashincentives ~~income~~subject ofto time vesting. Prior to the ~~legacy~~Merger: ~~asset~~Align ~~management~~executive’scompensation ~~business~~with ~~totaled~~stockholder ~~$1.2~~objectives ~~million~~andprovide ofan ~~net~~incentive ~~losses~~to ~~and~~take ~~$22.5~~a ~~million~~longer-termview of ~~net~~AIR’s ~~income~~performance.Following ~~for~~ the ~~years~~Merger: ~~ended~~Align ~~December 31,~~executivecompensation ~~2014~~with ~~and~~company ~~2013,~~objectives ~~respectively~~andprovide ~~(see~~an ~~Note~~incentive 3 to ~~the~~take ~~consolidated~~a ~~financial~~longer-termview ~~statements~~of inthe ~~Item~~AIR ~~8).~~Operating Partnership'sperformance.

~~During~~2024 ~~the~~Pay year ended December 31, 2012, we recognized $17.5 million in other, net. Approximately $15.7 million resulted from gains recognized during 2012 related to the sale of our interests in two unconsolidated real estate partnerships. The majority of the remainder resulted from gains recognized in 2012 from partnership interests held through the legacy asset management business, in which we had an insignificant economic interest. Accordingly, these gains related to the legacy asset management business were attributed to noncontrolling interests and had no significant effect on the amounts of income or loss attributable to Aimco or the Aimco Operating Partnership during the year ended December 31, 2012.Overview

~~Income~~Prior ~~Tax~~to ~~Benefit~~the Merger, AIR’s Compensation Committee (the “Committee”) determined the compensation for the CEO. In setting Mr. Considine’s target total compensation for 2024, the Committee considered, among other things, the peer group compensation data as discussed below and Mr. Considine’s expertise and experience. The Committee continued a compensation plan for Mr. Considine that resulted in approximately 10% base salary, 27% based on AIR’s performance against its 2024 corporate goals and individual performance goals, and 63% based on relative TSR, making more of Mr. Considine’s target compensation tied to AIR’s TSR than was the case for any of his peers. For the other NEOs, target total compensation was determined by the Committee upon Mr. Considine’s recommendation.

~~Certain~~Following ofthe ~~our~~Merger, ~~operations~~the orAIR aOperating ~~portion~~Partnership ~~thereof,~~no ~~including~~longer ~~property~~has ~~management~~a Committee, ~~asset management~~ and ~~risk~~the ~~management~~Board ~~are~~is ~~conducted~~expected ~~through~~to ~~TRS~~continue ~~entities. Income taxes related~~ to ~~the~~determine ~~results~~compensation of ~~continuing~~executive ~~operations~~officers, ~~of our TRS entities (before gains on dispositions) are included~~ in ~~income~~consultation ~~tax~~with ~~benefit in our consolidated statements of operations~~management.

~~Prior~~Compensation toElements 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~~Named ~~transactions,~~Executive net tax expense associated with the sale, totaling $6.5 million, has been deferred within our consolidated balance sheet, and will be 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.Officers

For ~~the year ended December 31~~2024, ~~2014,~~total ~~compared~~target tocompensation is the ~~year~~sum ~~ended~~of ~~December~~base ~~31,~~compensation ~~2013,~~earned ~~income~~in ~~tax benefit increased by $18.1 million~~2024, ~~from~~STI ~~$2.0~~earned ~~million~~in ~~to $20.0 million~~2024, ~~primarily~~and ~~due~~LTI toawards agranted ~~$7.6 million increase~~ in ~~our 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~~2024.

~~For~~Base the year ended December 31, 2013, compared to the year ended December 31, 2012, income tax benefit increased by $1.1 million, from $0.9 million to $2.0 million, primarily due to a $3.9 million tax benefit associated with historical tax credits earned from the redevelopment of our Lincoln Place apartment community, partially offset by an increase in income tax expense resulting from taxable income earned by our TRS entities.Salary

For 2024, Mr. Considine’s base compensation was $800,000, which was below the median for CEOs of his experience, expertise, and tenure in AIR’s peer group. For 2024, base compensation for Messrs. Beldin and Kimmel and Ms. Cohn were set at $450,000, near the median base compensation paid by our peer companies to executives in similar positions. Mr. Minix had a draw in an amount equal to $450,000, which was earned based on transactions and forfeitable if he had not closed transactions sufficient to earn his draw payment as described in more detail below. Upon the resignation of Mr. Considine, Ms. Cohn and Mr. Kimmel were appointed as Co-Principal Executive Officers and each of their base salaries was increased to $550,000.

Short-Term Incentive Compensation for 2024

The Committee determined Mr. Considine’s STI for 2024 would be based on 50% of AIR’s performance against its Key Performance Indicators (“KPI”), described below, and 50% on his individual goals. The Committee granted Mr. Considine’s STI in the form of cash on January 1, 2024 in the amount of $2.2 million. Following the Merger and upon Mr. Considine’s decision to resign, the Considine Separation Agreement (as defined below) provided that Mr. Considine would receive an amount equal to $2,569,370, representing the pro-rated STI that he would otherwise have earned for 2024 based

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~~Income~~on ~~from~~the ~~Discontinued~~actual ~~Operations~~achievement of the applicable performance targets for the first-half of 2024, ~~Net~~which was paid in a lump sum in 2024.

AsFor ~~discussed~~the inother ~~Note~~NEOs, 12with the exception of Mr. Minix, calculation of STI prior to the ~~condensed~~Merger ~~consolidated~~was ~~financial~~determined ~~statements~~by inmanagement ~~Item~~with 8,respect ~~effective~~to ~~January~~two 1,components: ~~2014,~~AIR’s weperformance ~~adopted~~against ~~ASU~~the ~~2014-08,~~KPI; ~~which~~and ~~generally~~each ~~eliminates~~officer’s ~~the~~achievement ~~requirement~~of ~~that~~his weor ~~classify~~her ~~within~~individual ~~discontinued~~Managing ~~operations~~AIR ~~the~~Performance ~~results~~(“MAP”) ofgoals. ~~operations~~For ~~and~~each ~~any~~Ms. ~~gain~~Cohn orand ~~loss~~Mr. onKimmel, ~~sale~~an ~~related~~allocation toof ~~apartment~~the ~~communities~~target ~~sold~~STI orwas ~~classified~~made as ~~held~~follows: ~~for~~75% ~~sale~~of ~~commencing~~the intarget ~~2014. Based~~STI was calculated based on ~~the~~AIR’s ~~prospective~~performance ~~application~~against KPI and 25% of the ~~new~~target ~~accounting~~STI ~~standard,~~was ~~the~~calculated ~~net~~based ~~earnings~~on ~~for~~the ~~any~~achievement ~~consolidated~~of ~~apartment~~their ~~communities~~individual ~~sold~~MAP ~~through~~goals. ~~December~~For ~~31,~~Mr. ~~2013~~Beldin, ~~will~~an ~~continue~~allocation toof bethe ~~included~~target ~~within~~STI ~~income~~was ~~from~~made ~~discontinued~~as ~~operations. The~~follows: ~~components~~25% of ~~net~~the ~~earnings~~target ~~that~~STI ~~were~~was ~~classified~~calculated asbased ~~discontinued~~on ~~operations~~AIR’s ~~included~~performance ~~all~~against ~~property-related~~KPI ~~revenues~~ and ~~operating~~75% ~~expenses,~~of ~~depreciation~~the ~~expense~~target ~~recognized~~STI ~~prior~~was tocalculated based on the ~~sale,~~achievement ~~property-specific~~of ~~interest~~his ~~expense~~individual ~~and~~MAP ~~debt~~goals. ~~extinguishment~~AIR’s ~~gains~~overall ~~and~~KPI ~~losses~~performance towas ~~the~~111.5%. ~~extent~~Accordingly, ~~there~~each was ~~debt~~awarded on111.5% of the ~~apartment~~portion ~~community. In~~of ~~addition~~his or her STI attributable to KPI (i.e., ~~any~~75% ~~impairment~~of ~~losses~~the ontarget ~~assets~~STI ~~sold~~amount orshown ~~held~~below for ~~sale~~Ms. Cohn and Mr. Kimmel and 25% of the ~~net~~target ~~gain~~STI oramount ~~loss~~shown onbelow for Mr. Beldin). In determining the ~~disposal~~MAP achievement component of ~~apartment~~2024 ~~communities~~STI, ~~held~~management ~~for~~determined ~~sale~~that ~~are~~Mr. ~~reported~~Beldin’s inMAP ~~discontinued~~achievement ~~operations~~would ~~for~~be ~~the~~paid ~~year~~at ~~ended~~135% ~~December~~of ~~31,~~target ~~2014~~and Ms. Cohn’s and Mr. Kimmel’s MAP achievement would each be paid at 145% of target.

~~For~~Following the ~~years ended December 31~~Merger, ~~2013~~Ms. Cohn and ~~2012,~~Mr. ~~income~~Kimmel ~~from~~were ~~discontinued~~appointed ~~operations~~Co-Principal ~~totaled~~Executive ~~$203.2~~Officers ~~million~~whereby ~~and~~each ~~$214.1~~of ~~million,~~their ~~respectively. The~~STI ~~$10.9~~targets ~~million~~was ~~decrease~~increased into ~~income~~$850,000 ~~from~~and ~~discontinued~~also ~~operations~~tied ~~was~~to ~~principally~~both ~~due~~AIR’s toperformance aagainst ~~$23.2~~its ~~million~~KPI ~~decrease~~and inindividual ~~gain~~MAP onresults. ~~dispositions~~For ofboth ~~real~~Ms. ~~estate,~~Cohn ~~net~~and ofMr. ~~income taxes~~Kimmel, ~~with~~ the ~~balance~~allocation of the ~~change~~target ~~resulting~~STI ~~from~~will anremain ~~increase~~the insame ~~operating~~as ~~income,~~before ~~net of interest expense, due to~~ the ~~timing~~Merger ~~and~~(25% ~~composition~~MAP; of75% ~~sales~~KPI).

~~During~~For the ~~year~~first ~~ended~~half ~~December~~of 312024, ~~2013,~~the weKPI ~~sold~~reflected 29our ~~consolidated~~five ~~apartment~~areas ~~communities for an aggregate sales price~~ of ~~$515.8~~strategic ~~million~~focus, ~~resulting~~as inset ~~net~~forth ~~proceeds of $233~~below.1 ~~million~~Specifically, ~~and~~the aKPI ~~net~~consisted ~~gain~~ of ~~approximately $200.6 million (which is net of $11.8 million of related income taxes). During~~ the ~~year~~following ~~ended~~five ~~December~~corporate 31goals, ~~2012,~~each weweighted ~~sold~~as 75described. ~~consolidated~~Threshold ~~apartment~~performance ~~communities~~paid ~~for~~out anat ~~aggregate~~50%; ~~sales~~target ~~price~~performance ofpaid ~~$719.0~~out ~~million,~~at ~~resulting~~100%; ~~in net proceeds of $289.9 million~~ and amaximum ~~net~~performance ~~gain~~paid ofout ~~approximately~~at ~~$223.8~~200%, ~~million~~with ~~(which~~performance isin-between ~~net of $10~~interpolated.~~7 million of related income taxes).~~

~~Gain~~Each onof ~~Dispositions~~the ofKPI ~~Real~~objectives ~~Estate,~~and ~~Net~~associated ofweights ~~Tax~~are listed below:

As•Operations ~~discussed~~Performance ~~above,~~- ~~commencing~~Same inStore ~~2014,~~NOI ~~the~~Achievement ~~results of operations~~ (both for current and prior periods) and gain or loss on sale for apartment communities sold or classified as held are no longer required to be classified within income from discontinued operations. During the year ended December 31, 2014, we sold 30% ~~consolidated apartment communities for an aggregate sale price~~ of ~~$735.6 million, resulting in net proceeds of $456.6 million, and a net gain of $288.6 million (which is net of $36.1 million of related income taxes~~KPI)~~. The net gains recognized related to apartment communities sold during the years ended December 31, 2013 and 2012, are presented within income from discontinued operations.~~

~~Net~~▪This ~~operating~~goal ~~income,~~was orachieved ~~NOI,~~above ~~capitalization~~target ~~rate~~at ~~and FCF capitalization rate are common benchmarks used in the real estate industry for relative comparison of real estate valuations, including for apartment community sales~~30. ~~We calculate NOI capitalization rates using an apartment community’s trailing twelve month net operating income prior to sale, less a management fee equal to 3~~25% of revenue, divided by gross proceeds. FCF represents an apartment community’s NOI less $1,200 of assumed capital spending per apartment home required to maintain the condition of the apartment community, and the FCF capitalization rate represents the rate of return generated by the FCF from the apartment community divided by the gross proceeds from its sale. The NOI capitalization rates and FCF capitalization rates for our conventional and affordable apartment community sales during the years ended December 31, 2014, 2013 and 2012, were as follows:

	2014		2013		2012
NOI capitalization rate:
Conventional	6.8	%	7.6	%	6.2	%
Affordable	6.3	%	5.8	%	8.3	%
FCF capitalization rate:
Conventional	5.3	%	5.8	%	4.8	%
Affordable	5.3	%	4.8	%	5.7	%

•Portfolio Quality (10% of KPI)

~~Noncontrolling~~▪This ~~Interests~~goal inwas ~~Consolidated~~achieved ~~Real~~above ~~Estate~~target ~~Partnerships~~at 20%

~~Noncontrolling~~•Financial ~~interests~~Performance in(40% ~~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. KPI)

~~For~~▪Performance ~~the~~against ~~years~~overall ~~ended~~FFO ~~December 31,~~budget 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~~15% ~~Note 3 to the consolidated financial statements in Item 8). The amounts~~ of ~~net income allocated to noncontrolling~~ KPI)

◦Achieved above target at 18.3%

▪Performance against overall AFFO budget (15% of KPI)

◦Achieved above target at 16.3%

▪G&A performance compared to GAV (10% of KPI)

◦Achieved below target at 8.3%

•Balance Sheet - Debt to EBITDA, Balance Sheet Safety and Cost, Financial Flexibility, Investment Grade Rating (10% of KPI)

▪Achieved below target at 5%

•Team Engagement and ESG (10% of KPI)

▪Achieved above target at 15%

For the first half of 2024, and prior to the Merger, based on the evaluation of the KPI above, results were determined by management and the Board to be at 113.15%, which was rounded to 113%. For the second half of 2024, and following the Merger, KPI results were determined by management and the Board to be at 110% due to the outstanding

Table of ~~Contents~~Content

~~interests~~work inof ~~other~~the ~~Aimco~~team ~~apartment~~related ~~communities~~to ~~decreased~~stabilizing bythe ~~$7.4~~business ~~million,~~following ~~primarily~~the ~~due~~Merger toand anavigating ~~reduction~~changes in ~~the~~leadership, ~~amount~~all ofwhile ~~allocatable~~maintaining ~~gains~~high teammate engagement and low teammate turnover. The overall KPI achievement result for 2024 was 111.5%.

~~For~~Various ~~the years ended December 31, 2013 and 2012, we allocated net income~~ of $12.5 million and $51.2 million, respectively, to noncontrolling interests in consolidated real estate partnerships, a decrease of $38.7 million. This decrease was primarily due to a $29.0 million reduction in the ~~noncontrolling~~key ~~interest~~financial ~~partners’~~indicators ~~share~~that ofAIR ~~income~~used ~~from continuing operations, approximately $20.6 million of which was associated with sales of interests~~ in ormanaging ~~dissolution~~our ~~of partnerships held by the legacy asset management~~ business, ~~resulting~~and in ~~the~~evaluating ~~derecognition~~our offinancial ~~residual~~condition ~~noncontrolling~~and ~~interests~~operating ~~balances~~performance ~~related~~are tonon-GAAP ~~these~~measures, ~~partnerships~~but ~~(see Note 3 to~~ the ~~consolidated~~Operating ~~financial~~Partnership ~~statements~~no inlonger ~~Item~~reports ~~8).~~such ~~Income attributable to noncontrolling interests also reflects a decrease of $9~~measures.~~7 million of income from discontinued operations resulting primarily from decreases in gains on dispositions of real estate.~~

~~Noncontrolling~~Goal ~~Interests in Aimco Operating Partnership~~ setting

InFor ~~Aimco’s~~all ~~consolidated~~numerical ~~financial statements~~metrics, ~~noncontrolling~~our ~~interests~~target in2024 ~~Aimco~~performance ~~Operating~~goals ~~Partnership~~were ~~reflects~~aligned ~~the~~with ~~results~~our of2024 ~~the~~budget ~~Aimco~~goals. ~~Operating~~We ~~Partnership~~have ~~that~~a ~~are~~rigorous ~~allocated~~budgeting toprocess ~~the~~that ~~holders~~includes ofan OPevaluation ~~Units. The amount~~ of ~~the~~prior ~~Aimco~~performance, ~~Operating~~market ~~Partnership’s~~data, ~~income~~and ~~allocated~~peer toperformance. ~~holders~~Our ofbudget ~~preferred~~strategy ~~OP Units~~ is ~~equal~~ to ~~the~~set ~~amount of distributions they receive~~ambitious, ~~which~~achievable ~~totaled $6~~goals.5 ~~million,~~Our ~~$6.4~~2024 ~~million~~budget and ~~$6.5~~KPI ~~million~~goals ~~for~~were ~~the~~finalized ~~years~~in ~~ended~~February ~~December 31, 2014, 2013 and 2012, respectively~~2024.

~~Aimco allocates the Aimco Operating Partnership’s income or loss to the holders of common OP Units and equivalents~~ Investment-based onCompensation ~~the~~for ~~weighted average number of these units (including those held by Aimco) outstanding during the period.~~ 2024

~~For~~Mr. ~~the~~Minix ~~years~~was ~~ended~~responsible ~~December 31,~~for ~~2014,~~AIR’s ~~2013~~portfolio management and ~~2012,~~led ~~income~~our ~~allocated~~investment team and was expected to ~~common~~be ~~noncontrolling~~fully ~~interests~~compensated inbased ~~the~~on ~~Aimco~~transactions, ~~Operating~~had ~~Partnership~~he ~~were~~remained ~~$15~~with AIR.8 ~~million~~At ~~and~~the ~~$11~~time of his departure, on October 7, 2024, Mr.6 ~~million~~Minix ~~and~~earned $~~5.2~~1,996,176, ~~million~~of which $1,629,254 ~~respectively.~~was his separation payment.

~~Net~~Long-Term ~~Income~~Incentive ~~Attributable~~Compensation toAwards ~~Aimco~~for ~~Preferred Stockholders and the Aimco Operating Partnership’s Preferred Unitholders~~2024

~~Net~~Prior ~~income attributable~~ to ~~Aimco~~the ~~preferred~~Merger ~~stockholders~~ and for the ~~Aimco~~2024 ~~Operating~~LTI ~~Partnership’s~~program ~~preferred~~for ~~unitholders~~executive ~~increased~~officers, by2024 ~~$5.~~LTI was granted as follows: (1) ~~million~~on ~~and~~January $51, 2024, performance-based profit participation incentive units in our operating partnership (“LTIP I Units”) were granted to Mr.2 ~~million~~Considine, ~~respectively~~representing 100% of his 2024 LTI award, ~~during~~with the earned portion vesting 50% at the end of the three-year ~~ended~~performance ~~December~~period 31and 50% one year later; (2) on January 1, ~~2014~~2024, asperformance-based ~~compared~~restricted stock was granted to Messrs. Beldin, Kimmel, and Minix, and Ms. Cohn, representing two-thirds of their 2024 LTI awards, with the earned portion vesting 50% at the end of the three-year ~~ended~~performance ~~December~~period 31and 50% one year later; and (3) time-based restricted stock was granted to Messrs. Beldin, ~~2013~~Kimmel, ~~primarily~~and ~~due~~Minix, and Ms. Cohn, representing one-third of their 2024 LTI awards, vesting ratably over four years. Had Mr. Minix continued with AIR, he would have had a portion of his cash compensation deferred subject to the ~~issuance~~performance ~~during~~of ~~May~~acquisitions ~~2014~~as ofcompared ~~$125~~to underwriting.0 ~~million~~Any ofsuch ~~preferred~~compensation ~~securities~~was included in his separation payment. Following the Merger, all outstanding restricted stock, whether vested or unvested, were cancelled and converted to cash.

~~Net~~The ~~income~~performance-based ~~attributable~~LTIP toI ~~Aimco~~Units, ~~preferred stockholders~~ and the ~~Aimco~~performance-based ~~Operating~~restricted ~~Partnership’s~~stock, ~~preferred~~are ~~unitholders~~referred ~~decreased~~to ~~significantly~~as ~~during~~“performance-based LTI awards,” because the ~~year~~number ~~ended~~of ~~December~~such 31LTIP I Units, ~~2013~~and restricted stock, asthat ~~compared~~vest, toif ~~the~~any, ~~year~~was ~~ended~~determined ~~December~~based ~~31,~~on ~~2012,~~relative ~~due~~TSR toperformance ~~the~~during ~~redemption~~a offorward ~~$600.9~~looking, ~~million~~three-year ofperformance ~~preferred~~period, ~~securities~~as ~~during~~described ~~2012. See~~in ~~Notes~~detail 9below. ~~and~~The 10amount toof ~~the~~performance ~~consolidated~~based ~~financial~~LTI ~~statements~~awards granted in ~~Item~~2024 8was ~~for~~determined ~~further~~in ~~discussion~~accordance ofwith ~~our~~the ~~preferred~~following ~~securities.~~TSR performance metrics:

Critical Accounting Policies and Estimates

Metric and Performance Level(1)

(relative performance stated as

basis points above or below index performance)(2)

Threshold

50% Payout

Target

100% Payout

Maximum

200% Payout

Relative to Nareit Equity Apartments Index (30% Weighting)

-250 bps

+50 bps

+400 bps

Relative to MSCI US REIT Index (20% Weighting)

-350 bps

+50 bps

+500 bps

Threshold

50% Payout

Target

100% Payout

Maximum

300% Payout

Relative to Nareit Equity Apartments Index with Multifamily Peer Ranking

(50% Weighting)

*The maximum payout is 300% if AIR's 3-yr TSR ranks 1st among its peers and AIR's unitholders have received at least a 25% absolute TSR. Nothing will be paid on this portion of the LTI if AIR's TSR ranks last among its peers

-250 bps

+50 bps

+400 bps

We(1)The ~~prepare~~relative ~~our~~metrics ~~consolidated~~above ~~financial~~reflect ~~statements~~the inmetrics ~~accordance~~used ~~with~~for ~~GAAP,~~the ~~which~~awards ~~requires~~made usin to2024 ~~make~~for ~~estimates and assumptions. We believe that~~ the ~~following~~three-year ~~critical~~forward-looking ~~accounting~~performance ~~policies~~period ~~involve~~ending ~~our~~on ~~more~~December ~~significant~~31, ~~judgments and estimates used in the preparation of our consolidated financial statements~~2026.

~~Impairment~~(2)If ofabsolute ~~Long~~TSR for the three-~~Lived~~year ~~Assets~~forward-looking performance period is negative, any portion of the LTI award achieved above target will not vest until absolute TSR is once again positive.

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.

From time to time, we have non-revenue producing apartment communities that we hold for future redevelopment. We assess the recoverability of the carrying amount of these redevelopment apartment communities by comparing our estimate of undiscounted future cash flows based on the expected service potential of the redevelopment apartment community upon completion to the carrying amount. In certain instances, we use a probability-weighted approach to determine our estimate of undiscounted future cash flows when alternative courses of action are under consideration.

Our portfolio strategy is to sell each year the lowest-rated 5% to 10% of our portfolio and to reinvest the proceeds from such sales in redevelopment and acquisition of higher-quality 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 timeframe. For any apartment communities that are sold or meet the criteria to be classified as held for sale during the next twelve months, the reduction in the estimated holding period for these apartment communities may result in impairment losses.

Table of ~~Contents~~Content

~~Capitalized~~For ~~Costs~~the purpose of calculating the number of LTIP I Units and, Restricted Stock granted, the target LTI dollar amount was divided by the valuation prices indicated below that were calculated by a third-party financial firm with particular expertise in the valuation of such equity instruments.

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 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. Refer to the discussion of investing activities within the Liquidity and Capital Resources section for a summary of costs capitalized during the periods presented.


	Metric and Valuation per Instrument
	LTIP I Units	Restricted Stock
Relative to Nareit Equity Apartments Index (30% Weighting)	$37.13	$37.03
Relative to MSCI US REIT Index (20% Weighting)	$38.37	$38.26
Relative to Nareit Equity Apartments Index with Multifamily Peer Ranking (50% Weighting) *The maximum payout is 300% if AIR's 3-yr TSR ranks 1st among its peers and AIR's unitholders have received at least a 25% absolute TSR. Nothing will be paid on this portion of the LTI if AIR's TSR ranks last among its peers	$44.08	$43.75

~~Funds~~The ~~From~~share ~~Operations~~award ~~and~~agreements ~~Adjusted~~to ~~Funds~~which ~~From~~the ~~Operations~~performance-based restricted shares were granted do not provide for the payment of dividends until the shares are earned. Dividends accrue during the performance period.

~~Funds~~Although ~~From Operations, or FFO, is a non-GAAP financial measure that we believe, when considered with~~ the ~~financial~~above ~~statements~~metrics ~~determined~~were inused ~~accordance with GAAP, is helpful~~ to ~~investors~~award 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 machineryLTI, ~~computers or other personal property. The National Association of Real Estate Investment Trusts, or NAREIT, defines FFO~~ as ~~net~~a ~~income~~result ~~or loss computed in accordance with GAAP, excluding gains from sales~~ of, ~~and~~the ~~impairment losses recognized with respect to~~Merger, ~~depreciable~~all ~~property,~~restricted ~~plus~~stock ~~depreciation~~ and ~~amortization,~~stock ~~and~~option 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 subtractingawards, ifwhether ~~dilutive,~~vested ~~redemption~~ or ~~repurchase related preferred stock issuance costs and dividends on preferred stock~~unvested, ~~and~~were ~~adding~~cancelled ~~back dividends/distributions on dilutive preferred securities~~ and ~~premiums~~converted orto ~~discounts on preferred stock redemptions or repurchases~~cash.

InDetermination ~~addition~~Regarding ~~to FFO~~2022, ~~we compute Pro forma FFO and Adjusted FFO~~2023, 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 we2024 ~~exclude~~Performance ~~these~~Based 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 required to maintain the value of our portfolio during our ownership period. 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.Awards

~~FFO,~~As ~~Pro~~part ~~forma~~of ~~FFO~~the ~~and~~LTI ~~AFFO should not be considered alternatives to net income (loss) or net cash flows from operating activities~~program, asAIR ~~determined~~granted inperformance-share ~~accordance~~awards ~~with~~that ~~GAAP,~~might asbe ~~indications~~earned ofbased ~~our~~on ~~performance~~relative orTSR as ~~measures~~compared ofto ~~liquidity. Although~~the weNareit ~~use~~Equity ~~these~~Apartment ~~non-GAAP~~Index ~~measures~~with ~~for~~Multifamily ~~comparability~~Peer inRanking ~~assessing~~(50% ~~our performance against other REITs~~weighting), ~~not~~Nareit ~~all~~Equity ~~REITs~~Apartments ~~compute~~Index ~~these~~(30% ~~same measures. Additionally~~weighting), ~~computation~~and ofthe ~~AFFO~~MSCI isUS ~~subject~~REIT toIndex ~~definitions~~(20% ofweighting) ~~capital~~over ~~spending,~~a ~~which are subjective. Accordingly, there can be no assurance that our basis for computing these non~~three-~~GAAP~~year ~~measures~~performance isperiod ~~comparable~~ending ~~with~~on ~~that~~June ~~of other REITs. For the years ended December 31~~28, ~~2014~~2024, ~~2013~~which ~~and~~was ~~2012,~~truncated ~~Aimco’s~~due ~~FFO,~~to ~~Pro~~the ~~forma FFO and AFFO are calculated as follows (in thousands):~~ Merger.

Pursuant to the terms and conditions of the Merger Agreement, immediately prior to the June 28, 2024, each award of restricted stock and stock options that were outstanding immediately prior to June 28, 2024, whether vested or unvested, were automatically cancelled and converted into an amount in cash, without interest and less any applicable withholding taxes. The Merger Agreement also provided that upon a change of control, all performance goals applicable to restricted stock awards for 2022, 2023, and 2024 be measured at the greater of target level performance and actual TSR performance through the closing date of the transaction, June 28, 2024. For the 2022 awards, performance was determined to be at 109.35%, and for the 2023 and 2024 awards, performance was determined to be at 200%.

The Merger provided that the issued and outstanding Partnership units awards (LTIP I and LTIP II Units, and collectively “LTIP Units”) would remain issued and outstanding and continue to have the rights and privileges set forth in the LTIP unit agreement and the Partnership Agreement, as amended in connection with the Merger. As documented in Mr. Considine’s Separation Agreement, certain of Mr. Considine’s LTIP Units vested in accordance with their terms as of the October 2, 2024 (the “Separation Date”) as a result of Mr. Considine’s departure within one year following a change in control of AIR.

For purposes of determining the number of LTIP Units that vested as of the Separation Date, the performance goals applicable to any such LTIP Units were measured at the greater of target level performance and actual performance through the closing date of the Merger, June 28, 2024, resulting in the vesting of 246,356 LTIP I Units and 2,562,284 LTIP II Units as of the Separation Date. Mr. Considine’s OP Units (including OP Units received upon conversion of Mr. Considine's LTIP I Units) and vested LTIP II Units, remain subject to their existing terms. LTIP Units held by Mr. Considine that remained unvested after such accelerated vesting were forfeited as of the Separation Date. Within two days following the Separation Date, the Operating Partnership paid Mr. Considine an aggregate amount of $2,993,225, related to distributions retained with respect to certain LTIP Units that vested as of the Separation Date.

How the Committee determined the amount of target total compensation for executive officers

In addition to reviewing the performance of, and determining the compensation for the CEO, the Committee also reviewed the decisions made by the CEO as to the compensation of the other executive officers. Base salary, target STI, and target LTI are generally set near the median base salary, target STI, and target LTI for peer comparators.

Prior to the Merger, the 2024 target compensation and incentive compensation for 2024 for NEOs is summarized as follows:

Table of ~~Contents~~Content

	2014			2013			2012
											Target Total Incentive			2024 Incentive Compensation ($)
Net income attributable to Aimco common stockholders (1)	$	300,220		$	203,673		$	82,146
											Compensation			STI	LTI
Adjustments:
			Target Total Compensation($)				Annual Base Salary($) (1)				STI/Investment Based Compensation($)		LTI($) (3)	($) (4)	Time-BasedLTI($)(5)	Performance-Based Equity-Stock($)(6)	Performance-Based Equity-Stock Options($)
Depreciation and amortization, net of noncontrolling partners’ interest	275,175			282,235			310,047
Mr. Considine			8,000,000				800,000				2,200,000		5,000,000	2,390,300	—	5,000,000	—
Depreciation and amortization related to non-real estate assets, net of noncontrolling partners’ interest	(9,627		)	(11,273		)	(13,000		)
Ms. Cohn			2,400,000				450,000				550,000	(2)	1,400,000	837,438	466,667	933,333	—
Gain on dispositions and other, net of income taxes and noncontrolling partners’ interest	(265,358		)	(19,321		)	(15,399		)
Mr. Kimmel			2,250,000				450,000				800,000	(2)	1,000,000	988,688	1,253,333	666,667	—
Provision for impairment losses related to depreciable real estate assets, net of noncontrolling partners’ interest	2,197			—			7,263
Mr. Beldin			1,500,000				450,000				425,000		625,000	548,782	208,333	416,667	—
Discontinued operations:
Mr. Minix			1,000,000		(7)		450,000			(7)	200,000	(7)	350,000	—	116,667	233,333	—
Gain on dispositions of real estate, net of income taxes and noncontrolling partners’ interest	—			(165,061		)	(185,107		)
(Recovery of) provision for impairment losses related to depreciable real estate assets, net of noncontrolling partners’ interest	—			(855		)	14,517
Depreciation of rental property, net of noncontrolling partners’ interest	—			13,349			35,621
Common noncontrolling interests in Aimco Operating Partnership’s share of above adjustments (2)	(777		)	(5,346		)	(9,127		)
Amounts allocable to participating securities	(5		)	(377		)	(503		)
FFO attributable to Aimco common stockholders – diluted	$	301,825		$	297,024		$	226,458
Preferred equity redemption related amounts	—			—			22,626
Common noncontrolling interests in Aimco Operating Partnership’s share of above adjustments	—			—			(1,341		)
Amounts allocable to participating securities	—			—			(87		)
Pro forma FFO attributable to Aimco common stockholders – diluted	$	301,825		$	297,024		$	247,656
Capital Replacements, net of common noncontrolling interests in Aimco Operating Partnership and participating securities	(56,051		)	(75,067		)	(66,722		)
AFFO attributable to Aimco common stockholders – diluted	$	245,774		$	221,957		$	180,934
Weighted average common shares outstanding – diluted (earnings per share)	146,002			145,532			134,479
Dilutive common share equivalents	—			—			264
Weighted average common shares outstanding – diluted (FFO, Pro forma FFO and AFFO) (3)	146,002			145,532			134,743

(1)Amounts ~~Represents~~shown ~~the~~are ~~numerator~~annual ~~for~~base ~~calculating~~salaries ~~Aimco’s~~as ~~earnings~~of ~~per~~January ~~common~~1, ~~share~~2024. inBoth ~~accordance~~Ms. ~~with~~Cohn's ~~GAAP~~and ~~(see~~Mr. ~~Note~~Kimmel's 13base increased to ~~the~~$550,000 ~~consolidated financial statements~~ in ~~Item~~October 8)2024.

(2)Amounts ~~During~~shown ~~the~~for ~~years~~Ms. ~~ended~~Cohn ~~December~~is ~~31,~~target ~~2014,~~STI ~~2013~~Compensation ~~and~~as ~~2012~~of January 1, ~~the~~2024. ~~Aimco~~Amounts ~~Operating~~shown ~~Partnership~~for ~~had~~Mr. ~~outstanding~~Kimmel 7is target STI Compensation as of March 17,~~723,822,~~ 72024,~~965,431~~ when the Committee determined to increase his target compensation. Both Ms. Cohn's and 8Mr. Kimmel's STI targets increased to $850,~~134~~000 in October 2024,~~774~~ ~~common~~in OPconnection ~~Units~~with ~~and~~their ~~equivalents~~appointments as Co-Principal Executive Officers.

(3)Amounts ~~Represents~~shown ~~the~~are ~~denominator~~target ~~for~~LTI ~~Aimco’s~~as ~~earnings~~of ~~per~~January ~~common~~1, ~~share~~2024, –prior ~~diluted,~~to ~~calculated~~the inMerger. ~~accordance~~Amounts ~~with~~shown ~~GAAP,~~for ~~plus~~Mr. ~~common~~Kimmel ~~share~~is ~~equivalents~~target ~~that~~LTI ~~are~~Compensation ~~dilutive~~as ~~for~~of ~~FFO~~March 17, ~~Pro~~2024, ~~forma~~when ~~FFO~~the ~~and~~Committee ~~AFFO~~determined to increase his target compensation.

~~For the year ended December 31, 2014 as compared to the 2013, Pro forma FFO increased 1%~~ (~~on a diluted per share basis~~4)Amounts ~~primarily~~shown asreflect athe ~~result~~2024 ofSTI ~~improved~~paid ~~property~~to ~~operating~~each ~~results and increased contribution from redevelopment communities offset by the loss~~ of ~~income from apartment communities that were sold~~Messrs. ~~For~~ ~~the same period~~Considine, ~~AFFO increased 10% (on a diluted per share basis)~~Beldin, asKimmel aand ~~result~~Ms. ~~of the Pro forma FFO growth as well as a decrease in Capital Replacements spending as a percentage of net operating income~~Cohn. AsThe weSTI ~~concentrate~~amounts ~~our~~are ~~investment~~pro-rated ~~capital~~to in113% ~~higher~~for ~~quality,~~the ~~higher price~~first-~~point~~half ~~apartment communities, Capital Replacements decline as a percentage~~ of ~~net~~2024 ~~operating income. Refer to the Liquidity~~ and ~~Capital~~110% ~~Resources section~~ for ~~further~~the ~~information~~second-half ~~regarding~~of ~~our Capital Replacements and other capital investing activities~~2024.

~~The~~(5)For ~~Aimco~~Messrs. ~~Operating~~Beldin, ~~Partnership~~Kimmel, ~~does~~Minix ~~not~~and ~~separately~~Ms. ~~compute~~Cohn, ortime-based ~~report~~LTI ~~FFO,~~comprises ~~Pro~~one-third ~~forma~~of ~~FFO~~the orLTI ~~AFFO. However~~target, ~~based~~vesting onratably ~~Aimco’s~~over ~~method~~four ~~for~~years, ~~allocation~~and ofis ~~amounts~~for ofthe ~~FFO,~~purpose ~~Pro~~of ~~forma~~attracting ~~FFO~~ and ~~AFFO~~retaining tokey ~~noncontrolling~~talent ~~interests~~integral inAIR’s ~~the~~success. ~~Aimco~~For ~~Operating~~Messrs. ~~Partnership~~Beldin, asKimmel, ~~well~~and asMinix, ~~the~~and ~~limited~~Ms. ~~differences~~Cohn, ~~between~~time-based ~~Aimco’s~~LTI ~~and~~was in the ~~Aimco~~form ~~Operating~~of ~~Partnership’s~~restricted ~~net~~stock. ~~income~~All ~~amounts~~restricted ~~during~~stock ~~the~~awards, ~~periods~~whether ~~presented,~~vested ~~FFO~~or unvested, ~~Pro~~were ~~forma~~cancelled ~~FFO~~ and ~~AFFO~~converted ~~amounts~~to oncash, as a ~~per~~result ~~unit~~of ~~basis for~~ the ~~Aimco~~Merger. ~~Operating~~Amounts ~~Partnership~~shown ~~would~~for beMr. ~~expected~~Kimmel toincludes behis ~~substantially~~additional ~~the~~time-based ~~same~~grant ason ~~the~~March ~~corresponding~~17, ~~per share amounts for Aimco~~2024.

(6)Amounts shown reflect a 100% payout of the performance-based shares resulting from achieving “target” performance. Actual payouts were to be determined in a range of 0% to 250% of these amounts, depending on performance results for the three-year performance period from January 1, 2024, through December 31, 2026. For Mr. Considine, the Merger provided that the issued and outstanding Partnership units awards (LTIP I) would remain issued and outstanding and continue to have the rights and privileges set forth in the Operating Partnership Agreement, as amended in connection with the Merger. For Messrs. Beldin, Kimmel, Minix and Ms. Cohn, performance-based equity represents two-thirds of their 2024 LTI awards, with the earned portion scheduled to vest 50% at the end of the three-year performance period and 50% one year later. Following the Merger, all restricted stock and stock option awards, whether vested or unvested, were cancelled and converted to cash. The Merger Agreement provides that upon a change of control, all performance goals applicable to restricted stock awards for 2022, 2023 and 2024 were measured at the greater of target level performance and actual performance through the closing date of the transaction, June 28, 2024. For the 2022 awards, performance was determined to be at 109.35%, and for the 2023 and 2024 awards, performance was determined to be at 200%.

(7)Mr. Minix was responsible for the AIR Operating Partnership's portfolio management and led the AIR investment team and was expected to be fully compensated based on transactions, had he remained with AIR. In connection with Mr. Minix’s resignation, he was paid $1,629,254 as set forth in his Separation Agreement.

How peer comparators were identified

The Committee considered enterprise Gross Asset Value (“GAV”), as reported by Green Street Advisors, to be an imprecise, but reasonable representation and useful reference point of the size or complexity of a real estate business and of the responsibilities of its leaders. In addition to GAV, the Committee also reviewed other factors, including gross revenues, number of properties, and number of employees, to determine if these factors provided any additional insight into the work and requirements of its leaders. Based on this analysis, we included as “peers” for 2024 compensation the following 20 real estate companies:


Peer Group
Agree Realty Corporation			Independence Realty Trust
Americold Realty Trust			Kilroy Realty Corp.
Brixmor Property Group, Inc.			Kite Realty Group
Cousins Properties			Macerich
CubeSmart			National Storage
Douglas Emmett			NNN Reit
EastGroup Properties			Omega Healthcare Investors
Federal Realty			Park Hotels
First Industrial Realty			Spirit Realty Capital, Inc.
Healthcare Realty Trust			STAG Industrial

Table of ~~Contents~~Content

~~Liquidity~~At the time 2024 compensation targets were established, approximately half of these real estate companies had a larger GAV, and ~~Capital~~approximately ~~Resources~~half of these real estate companies had a smaller GAV, than AIR.

~~Liquidity~~ isFollowing 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~~Merger, ~~proceeds~~the ~~from~~Operating ~~refinancings~~Partnership ofno ~~existing~~longer ~~property~~identifies ~~debt,~~a ~~borrowings~~peer ~~under new property debt, borrowings under our Credit Agreement and proceeds from equity offerings~~group.

~~Our~~Risk ~~principal~~analysis ~~uses for liquidity include normal operating activities, payments~~ of ~~principal~~compensation ~~and~~programs interest on outstanding property debt, capital expenditures, dividends paid to stockholders, distributions paid to noncontrolling interest partners and acquisitions of, and investments in, apartment communities. We use our cash and cash equivalents and our cash provided by operating activities to meet short-term liquidity needs. In the event that our cash and cash equivalents and cash provided by operating activities are not sufficient to 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~~Operating ofPartnership ~~credit~~has reviewed and considered its ~~related~~executive ~~effect~~compensation onprogram ~~the~~and ~~overall~~non-executive ~~economy~~compensation ~~may~~programs ~~affect~~(pre- ~~our~~and ~~liquidity~~post-merger) and ~~future~~it ~~financing~~does ~~activities,~~not ~~both~~believe ~~through~~that ~~changes~~its incompensation ~~interest~~policies ~~rates~~ and ~~access~~practices tocreate ~~financing. Currently,~~risks ~~interest~~that ~~rates~~ are ~~low~~reasonably ~~compared~~likely to ~~historical~~have ~~levels~~a ~~and~~material ~~many lenders are active in the market. However, any~~ adverse ~~changes~~effect inon the ~~lending environment could negatively affect our liquidity~~organization. We ~~believe~~The weOperating ~~have~~Partnership ~~mitigated~~believes ~~much~~that ~~of this exposure by reducing~~ our ~~short~~compensation ~~and~~programs ~~intermediate~~align ~~term~~management ~~maturity~~incentives ~~risk through refinancing such loans~~ with AIR’s long-~~dated,~~term ~~fixed-rate property debt~~interests. 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.

AtThe ~~December 31~~AIR Operating Partnership's - Compensation Program Discourages Excessive Risk-Taking Limits on STI. The compensation of executive officers and other teammates is not overly weighted toward STI. Moreover, ~~2014~~STI is capped. Use of LTI. LTI was included in target total compensation and typically vested over a period of four years. The vesting period encouraged officers to focus on sustaining the AIR Operating Partnership’s long-term performance. Executive officers with more responsibility for strategic and operating decisions had a greater percentage of their target total compensation allocated to LTI. LTI was capped at 2.5 times target, weor 250%, for the CEO, and 2 times target, or 200%, for the other NEOs. Subsequent to the Merger, the Operating Partnership has stipulated, and may continue to stipulate, a vesting period for long-term incentive compensation. Stock ownership guidelines and required holding periods after vesting. Prior to the Merger, AIR’s stock ownership guidelines required all executive officers to hold a specified amount of AIR equity. Any executive officer who had ~~$29~~not yet satisfied the stock ownership requirements for his or her position must have retained LTI awards after vesting until stock ownership requirements were met.0 ~~million~~These policies ensured each executive officer had a substantial amount of personal wealth tied to long-term holdings in ~~cash~~AIR stock. Following the Merger, these guidelines are no longer applicable. Shared performance metrics across the organization. A portion of 2024 STI for AIR NEOs was based upon our performance against our publicly communicated corporate goals, which were core to the long-term strategy of our business and ~~cash~~were ~~equivalents~~reviewed and ~~$91~~approved by the Committee.4 ~~million~~Fifty percent of ~~restricted~~Mr. ~~cash~~Considine’s 2024 STI, ~~decreases~~and up to 75% of ~~$26~~the STI for the other NEOs, was based upon our performance against our corporate goals.8 ~~million~~In addition, having shared performance metrics across the organization reinforced our focus on a collegial and ~~$35~~collaborative environment.6 ~~million,~~LTI ~~respectively~~based on TSR. A portion of 2024 LTI for all the NEOs was based on relative TSR. In general, ~~from~~the ~~December 31~~more senior level the officer, ~~2013~~the greater the percentage of LTI that is based on relative TSR rather than time-vesting. ~~Restricted~~ ~~cash~~One ~~primarily~~hundred ~~consists~~percent of ~~reserves~~Mr. Considine’s LTI, and ~~escrows~~a ~~held~~substantial byproportion ~~lenders~~of the LTI for ~~bond~~the ~~sinking~~other ~~funds~~NEOs, ~~capital~~was ~~additions~~based on relative TSR. Multiple performance metrics. We had five corporate goals for 2024. In addition, ~~property~~through ~~taxes~~our performance management program, Managing AIR Performance, or MAP, which set and ~~insurance~~monitored performance objectives for every team member, each team member had several different individual performance goals that are set at the beginning of the year and ~~escrows~~approved ~~related~~by tomanagement. ~~resident~~Each ~~security~~of ~~deposits~~the NEOs had an average of eight individual goals for 2024. Having multiple performance metrics inherently reduced excessive or unnecessary risk-taking, as incentive compensation is spread among a number of metrics rather than concentrated in a few.

~~The~~Post-Employment ~~following~~Compensation ~~discussion~~and ~~relates~~Employment ~~to changes in cash due to operating, investing~~ and ~~financing~~Severance ~~activities,~~Arrangements ~~which are presented in our consolidated statements of cash flows in Item 8.~~

~~Operating~~401(k) ~~Activities~~Plan

~~For~~We ~~the~~provide ~~year~~a ~~ended~~401(k) ~~December~~plan ~~31,~~that ~~2014,~~is ~~our~~offered ~~net~~to ~~cash~~all ~~provided by operating activities of $321~~teammates.4 ~~million~~In ~~was primarily related to operating income from our consolidated apartment communities~~2024, ~~which~~we ismatched ~~affected~~25% ~~primarily~~of byparticipant ~~rental~~contributions ~~rates, occupancy levels and operating expenses related~~ to ~~our~~the ~~portfolio~~extent of ~~apartment~~the ~~communities,~~first in4% ~~excess payments~~ of ~~operating~~the ~~accounts~~participant’s ~~payable~~eligible ~~and accrued liabilities~~compensation. ~~Cash~~For ~~provided~~2024, ~~by operating activities for~~ the ~~year~~maximum ~~ended~~match ~~December~~was 31$3, ~~2014~~450, ~~decreased~~which bywas ~~$4.2~~the ~~million~~amount asmatched ~~compared~~for toeach ~~the~~of ~~year~~Messrs. ~~ended~~Considine, ~~December~~Beldin, 31Kimmel, ~~2013~~Minix, ~~primarily due to a decrease in the net operating income of apartment communities we sold during 2014~~ and ~~2013~~Ms. ~~and~~Cohn’s ~~the~~401(k) ~~repayment in 2013 of accrued interest related to the property loans receivable discussed in Note 3 to the consolidated financial statements in Item 8~~contributions. ~~These~~ ~~decreases~~We ~~in cash~~ provided byan ~~operating~~additional ~~activities~~discretionary ~~were~~match ~~partially offset by an increase~~ in the ~~net~~amount ~~operating income~~ of ~~apartments~~$647 ~~communities in our retained portfolio, primarily due~~ to ~~improved~~all ~~operating~~active ~~results~~team asmembers ~~well as increased contribution from redevelopment apartment communities, and a decrease~~ in ~~cash~~2024 ~~paid~~ for ~~interest,~~our ~~primarily~~achievement ~~due~~of to111.5% ~~the~~on ~~expansion of~~ our ~~pool~~2024 ofcorporate ~~unencumbered apartment communities~~goals.

~~Investing~~Other ~~Activities~~than the 401(k) plan, we do not provide post-employment benefits. Additionally, we do not maintain a defined benefit pension plan, a supplemental executive retirement plan or any other similar arrangements.

~~For~~Executive ~~the~~Employment ~~year~~Arrangements ended December 31, 2014, our net cash provided by investing activities of $13.7 million consisted primarily of proceeds from dispositions of real estate, substantially offset by capital expenditures and purchases of real estate. Capital expenditures totaled $367.3 million, $350.3 million and $270.2 million during the years ended December 31, 2014, 2013 and 2012, respectively. We generally fund capital additions with cash provided by operating activities and cash proceeds from apartment community sales.

WeEmployment ~~categorize~~Agreement ~~our~~for ~~capital~~Mr. ~~spending broadly into six primary categories:~~ Considine

•On ~~capital~~December ~~replacements~~21, ~~which~~2017, ~~represent~~Aimco ~~capital~~entered ~~additions~~into ~~made~~an employment agreement with Mr. Considine (as amended, the “2017 Employment Agreement”). From 2019 through 2023, Mr. Considine's employment agreement was amended annually primarily to ~~replace~~extend ~~capital~~the ~~assets~~term ~~consumed~~of ~~during~~the ~~our~~agreement ~~ownership;~~and adjust his base salary, target STI, and long-term incentive target.

•Pursuant ~~capital~~to ~~improvements~~the 2017 Employment Agreement, ~~which~~upon ~~are~~termination ~~non-redevelopment~~of ~~capital~~Mr. ~~additions~~Considine’s ~~that~~employment ~~are~~by ~~made~~AIR towithout ~~enhance~~cause, ~~the~~or ~~value~~by Mr. Considine for good reason, ~~profitability~~Mr. orConsidine ~~useful~~was ~~life~~generally ofentitled anto ~~asset~~severance ~~from~~payments ~~its~~as ~~original~~described ~~purchase~~below ~~condition;~~in the Executive Severance Arrangements section.

Table of ~~Contents~~Content

•Under ~~property~~the ~~upgrades,~~2017 ~~which~~Employment ~~may include kitchen and bath remodeling~~Agreement, ~~energy~~Mr. ~~conservation~~Considine ~~projects,~~was ~~and~~not ~~investments~~entitled into ~~longer-lived~~any ~~materials~~additional ~~designed~~or tospecial ~~reduce~~payments ~~turnover~~upon ~~costs,~~the ~~all~~occurrence of ~~which~~a ~~are~~change ~~generally lesser~~ in ~~scope~~control. ~~than redevelopment additions and do not significantly disrupt property operations;~~

•The ~~redevelopment~~2017 ~~additions,~~Employment ~~which~~Agreement ~~represent~~also ~~capital~~contained ~~additions~~customary ~~intended~~confidentiality toprovisions, ~~enhance~~a ~~the~~limited ~~value~~mutual ofnon-disparagement ~~the apartment community through the ability to generate higher average rental rates~~provision, and ~~may include costs related to entitlement~~non-competition, ~~which enhance the value of a community through increased density~~non-solicitation, and ~~costs~~no-hire ~~related to renovation of exteriors, common areas or apartment homes;~~provisions.

•Upon ~~development~~Mr. ~~additions~~Considine's departure, ~~which~~the ~~represent~~Board ~~construction~~appointed ~~and~~both ~~related~~Ms. ~~capitalized~~Cohn ~~costs~~and ~~associated~~Mr. ~~with~~Kimmel, ~~our~~as ~~ground~~Co-upPrincipal ~~development~~Executive ~~projects;~~Officers of the Operating Partnership. Ms. Cohn will also continue serving as President, General Counsel, and Secretary and a director of the Board, and Mr. Kimmel will also continue serving as President of Property Operations.

•Offer ~~casualty~~Letters ~~replacements~~for ~~spending,~~both ~~which~~Ms. ~~represent~~Cohn ~~capitalized~~and ~~costs incurred in connection with the restoration of an asset after a casualty event such as a hurricane, tornado or flood~~Mr. Kimmel

WeOffer ~~exclude~~Letter ~~from~~with ~~these measures the amounts of capital spending related to apartment communities sold or classified as held for sale at the end of the period~~Ms. A summary of the capital spending for these categories, along with a reconciliation of the total for these categories to the capital expenditures reported in the accompanying condensed consolidated statements of cash flow for the year ended December 31, 2014, 2013 and 2012, are presented below (dollars in thousands):Cohn

	2014			2013			2012
Capital Replacements	$	50,660		$	67,274		$	51,400
Capital Improvements	25,395			56,803			33,474
Property Upgrades	50,160			37,629			41,282
Redevelopment additions	181,951			178,261			100,063
Development additions	46,928			15,898			—
Casualty replacements	7,997			7,163			9,897
Total capital additions	363,091			363,028			236,116
Plus: additions related to apartment communities sold or held for sale	4,363			13,010			35,987
Consolidated capital additions	367,454			376,038			272,103
Plus: net change in accrued capital spending	(130		)	(25,700		)	(1,893		)
Capital expenditures per consolidated statement of cash flows	$	367,324		$	350,338		$	270,210

The Operating Partnership entered into an offer letter with Ms. Cohn, effective as of October 18, 2024, which provides for (i) an annual base salary of $550,000, (ii) eligibility for annual performance bonuses in a target amount equal to $850,000, (iii) participation in the AIR Operating Partnership’s long term incentive plan with an annual cash grant valued at $1,750,000, that will vest over a three-year period (with the initial grant vesting 25% at the end of 2025 and 2026 and 50% at the end of 2027), and in future years, Ms. Cohn is expected to receive an annual LTI grant with a target grant date value equal to $1,750,000, with the same vesting schedule as noted above, subject to her continued employment, (iv) participation in the AIR Operating Partnership’s promote pool with an initial grant representing the right to receive 8% of the AIR Operating Partnership’s promote pool and eligibility for additional grants upon future AIR investments and investments managed by the AIR Operating Partnership, (v) a cash sign-on award equal to $778,965, (vi) paid time off and (vii) participation in the Operating Partnership’s employee benefit plans. For performance year 2024, pursuant to her offer letter, Ms. Cohn will be eligible to receive, subject to achievement of individual and AIR performance goals, (A) for the period between January 1, 2024 and June 28, 2024, a pro-rata portion of her target bonus as in effect prior to June 28, 2024, equal to $550,000 and (B) for the period between June 29, 2024 and December 31, 2024, a pro-rata portion of her target bonus as now in effect, which total amount for the 2024 performance year will not be less than $550,000.

~~For~~Offer ~~the~~Letter ~~years~~with ~~ended December 31, 2014, 2013 and 2012, we capitalized $14~~Mr.2 ~~million, $17.6 million and $16.6 million of interest costs, respectively, and $29.2 million, $33.2 million and $33.7 million of other direct and indirect costs, respectively.~~Kimmel

~~Redevelopment~~The Operating Partnership entered into an offer letter with Mr. Kimmel, effective as of October 18, 2024, which provides for (i) an annual base salary of $550,000, (ii) eligibility for annual performance bonuses in a target amount equal to $850,000, (iii) participation in the AIR Operating Partnership’s long term incentive plan with an annual cash grant date valued at $1,750,000, which will vest over a three-year period (with the initial grant vesting 25% at the end of 2025 and ~~Development~~2026, and 50% at the end of 2027), and in future years, Mr. Kimmel is expected to receive an annual LTI grant with a target grant date value equal to $1,750,000, with the same vesting schedule as noted above, subject to his continued employment, (iv) participation in the AIR Operating Partnership’s promote pool with an initial grant representing the right to receive 12% of the AIR Operating Partnership’s promote pool and eligibility for additional grants upon future AIR investments and investments managed by the AIR Operating Partnership, (v) a cash sign-on award equal to $690,215, (vi) paid time off and (vii) participation in the Operating Partnership’s employee benefit plans. For performance year 2024, pursuant to his offer letter, Mr. Kimmel will be eligible to receive, subject to achievement of individual and the AIR Operating Partnership performance goals, (A) for the period between January 1, 2024 and June 28, 2024, a pro-rata portion of his target bonus as in effect prior to June 28, 2024, equal to $800,000 and (B) for the period between June 29, 2024 and December 31, 2024, a pro-rata portion of his target bonus as now in effect, which total amount for the 2024 performance year will not be less than $800,000.

We invest in the redevelopment of certain apartment communities in superior locations and have 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 turnover; and to those in which an entire building or community is wholly vacatedMessrs. WeBeldin ~~execute certain of our redevelopment projects using a phased approach, where we renovate portions of an apartment community in stages, which allows additional flexibility of project costs~~ and ~~the~~Minix ~~ability~~do tonot ~~tailor~~have ~~our product offerings to customer response and rent achievement. In addition, we undertake ground-up development, either directly in connection with the redevelopment of~~ an ~~existing~~employment ~~apartment community or, on a more limited basis, at a new location with a third party development partner with expertise in the local market~~agreement.

~~During~~Executive ~~the~~Severance ~~year~~Arrangements ended December 31, 2014, we completed two redevelopment projects as expected, at Pacific Bay Vistas, in San Bruno, California, and at The Palazzo at Park La Brea, in Los Angeles, California. Information regarding our ongoing redevelopment and development projects at December 31, 2014, are presented below (dollars in millions):

Executive Severance Policy. In connection with the separation from Aimco, AIR adopted the Apartment Income REIT Corp. Executive Severance Policy (the “Executive Severance Policy”). The Executive Severance Policy supersedes and replaces any employment agreement or other plan, policy or practice involving the payment of severance benefits to participants under the Executive Severance Policy. AIR’s Presidents and Executive Vice Presidents as determined on the records of AIR and any other entities through which the operations of AIR are conducted, are eligible to participate in the Executive Severance Policy. Mr. Considine was not a participant of the Executive Severance Policy but was subject to the terms of the Considine Separation Agreement as described further below. As a result of Mr. Cohn's and Mr. Kimmel's appointments to Co-Principal Executive Officers, neither of them are participants in the Executive Severance Policy. Their severance arrangements are described further below. Mr. Beldin is a participant under the Executive Severance Policy. Mr.

Table of ~~Contents~~Content

Schedule

Total Numberof Apartment Homes at Completion

Estimated Net Investment

Inception-to-Date NetInvestment

ConstructionStart

InitialOccupancy

ConstructionComplete

Stabilized Occupancy

Redevelopment

2900 on First Apartments

135

15.2

10.4

1Q 2014

2Q 2015

1Q 2015

The Sterling

536

36.0

21.2

Multiple

3Q 2015

4Q 2015

Lincoln Place

795

365.0

357.8

Multiple

1Q 2015

2Q 2015

The Preserve at Marin

126

125.5

118.8

4Q 2012

1Q 2014

1Q 2015

2Q 2015

Ocean House on Prospect

14.8

2.3

4Q 2014

3Q 2015

4Q 2015

1Q 2016

Park Towne Place

954

60.0

7.9

Multiple

3Q 2015

3Q 2016

2Q 2016

Development

One Canal Street

310

190.0

62.8

4Q 2013

1Q 2016

2Q 2016

2Q 2017

Total

2,909

806.5

581.2

Minix was a participant under the Executive Severance Policy up until the time of his voluntary departure on October 7, 2024.

~~2900~~Executive onSeverance ~~First Apartments~~Policy

~~During~~The ~~the~~Executive ~~year~~Severance ~~ended December 31~~Policy, ~~2014,~~which ~~we started~~is ~~the~~currently ~~redevelopment~~applicable offor ~~our~~only ~~2900~~Mr. ~~on First community in Seattle~~Beldin, ~~Washington.~~provides ~~This~~that ~~redevelopment~~if ~~includes~~AIR ~~the~~terminates ~~renovation~~a ofparticipant’s ~~all~~employment ~~135~~without ~~apartment homes~~“Cause,” aor ~~new~~if ~~fitness~~the ~~center,~~participant aterminates ~~redesigned~~his ~~courtyard~~or toher ~~include~~employment afor ~~dog~~“Good ~~park,~~Reason” ~~resident~~(each ~~lounge~~as ~~and~~defined ~~BBQ~~in ~~area,~~the ~~and~~Executive ~~other~~Severance ~~building~~Policy), ~~interior~~then ~~and commercial space upgrades. During~~ the ~~year~~participant ~~ended~~will ~~December~~be ~~31,~~eligible ~~2014,~~to wereceive ~~invested $10.4 million in~~ the ~~project.~~following benefits:

~~The~~•a ~~Sterling~~lump sum payment equal to the sum of (i) the annual base salary for the calendar year of the date of termination, and (ii) the average annual bonus paid to the participant in the most recent three years; and

~~During~~•18 ~~the~~months ~~year ended December 31, 2014, we completed the redevelopment~~ of 69continued ~~apartment~~health ~~homes~~benefits oncoverage three floors of The Sterling, located in Center City, Philadelphia, Pennsylvania. Renovation of the common areas and commercial space continues and we invested $17.7 million in the project during 2014. In addition, during the year ended December 31, 2014, we approved the redevelopment of four additional floors with 105 apartment homes for an additional investment of approximately $11 million. Depending on the success of this next phase and other investment alternatives, we may continue to redevelop additional apartment homes at ~~The~~AIR’s ~~Sterling~~expense. Should we elect to redevelop all 536 apartment homes, the total investment, including the work to date and in progress described above, could be between $70 and $80 million over the next several years.

~~Lincoln~~The ~~Place~~vesting and exercise of any Equity Awards held by a participant on the date of termination will be determined in accordance with the applicable incentive plan and award agreement.

~~Construction~~Pursuant isto ~~nearing~~the ~~completion~~terms atof ~~our~~the ~~largest~~Executive ~~redevelopment~~Severance ~~project~~Policy, ~~Lincoln~~if ~~Place,~~AIR interminates ~~Venice,~~a ~~California~~participant’s ~~and~~employment aswithout ofCause, ~~year-end~~or ~~589~~if of the ~~767~~participant ~~completed~~terminates ~~apartment~~his ~~homes~~or ~~were~~her ~~occupied.~~employment ~~For~~for ~~project~~Good ~~return purposes~~Reason, ~~our~~in ~~investment~~either incase, ~~Lincoln~~within ~~Place~~the ~~includes~~period ~~$25~~commencing ~~million~~six ofmonths ~~historic~~prior ~~tax~~to and ~~other~~ending ~~credits~~12 ~~expected~~months tofollowing bea ~~earned~~“Change in ~~connection~~Control” ~~with the redevelopment. During the year ended December 31, 2014, we invested $62.9 million~~ (~~net~~as ofdefined ~~historic tax credits)~~ in the ~~redevelopment~~Executive ofSeverance ~~Lincoln~~Policy), ~~Place. The~~then ~~investment~~ in ~~Lincoln~~lieu ~~Place is funded primarily by a $190.1 million non-recourse property loan,~~ of ~~which~~the ~~$14.9~~severance ~~million~~benefits ~~was~~described ~~available~~above tothe ~~draw~~participant atwill ~~December 31,~~be ~~2014. We~~eligible ~~expect~~ to ~~complete~~receive ~~construction at Lincoln Place during~~ the ~~three~~following ~~months ending March 31, 2015.~~benefits:

~~The~~•a ~~Preserve~~lump atsum ~~Marin~~payment equal to two times the sum of (i) the annual base salary for the calendar year of the date of termination, and (ii) the average annual bonus paid to the Eligible Executive in the most recent three years;

~~Construction~~•18 ismonths ~~also nearing completion at The Preserve at Marin, in Corte Madera, California. During the year ended December 31, 2014, we invested $37.0 million in the redevelopment and 59~~ of ~~the~~continued 72health ~~completed~~benefits ~~apartment~~coverage ~~homes~~ at ~~The~~AIR’s ~~Preserve~~expense; ~~at Marin were occupied as of December 31, 2014. We expect to complete construction at The Preserve at Marin during the three months ending March 31, 2015.~~ and

~~Ocean~~•100% ~~House~~accelerated onvesting ~~Prospect~~of any unvested Equity Awards then-held by the participant.

~~During~~The ~~the~~Executive ~~year~~Severance ~~ended~~Policy ~~December~~provides ~~31,~~that ~~2014,~~if wethe ~~approved~~employment ~~a new redevelopment project at Ocean House on Prospect in La Jolla, California. The $14.8 million redevelopment~~ of ~~Ocean~~the ~~House~~participant onis ~~Prospect~~terminated ~~includes~~by ~~renovation~~reason of ~~all~~the ~~apartment~~participant’s ~~homes,~~death ~~common~~or ~~areas~~disability, ~~exteriors~~then ~~and~~the ~~amenities.~~participant ~~During~~will ~~construction,~~be weeligible ~~expect~~ to ~~combine~~receive ~~some~~a ~~apartment~~pro-rated ~~homes~~bonus sofor ~~that~~ the ~~community,~~year atof ~~completion,~~termination. ~~will~~In ~~include~~addition, 53the ~~apartment~~vesting ~~homes.~~and Inexercise ~~order~~of toany ~~facilitate~~Equity ~~the~~Awards ~~extensive~~held ~~construction~~by ~~activity,~~the weparticipant ~~de-leased~~at the ~~building~~time ~~during~~of ~~late~~his ~~2014.~~or ~~During~~her ~~the~~death ~~year~~or ~~ended~~disability ~~December~~will ~~31,~~be ~~2014,~~determined wein ~~invested~~accordance ~~$2.3~~with ~~million in~~ the ~~redevelopment~~applicable ofincentive ~~Ocean~~plan ~~House~~and onaward ~~Prospect~~agreement.

In the event that any payment or benefit payable to a participant under the Executive Severance Policy would result in the imposition of excise taxes under the “golden parachute” provisions of Section 280G of the Code, then such payments and benefits will either be made and/or provided in full or will be reduced such that the excise tax under Section 280G is not applicable, whichever is least economically disadvantageous to the participant. The Executive Severance Policy does not provide for any excise tax or other tax “gross-up” payment.

All severance payments and benefits under the Executive Severance Policy are subject to applicable withholding obligations, the participant’s execution and non-revocation of a release of claims, and compliance with certain non-competition, non-disclosure and non-solicitation covenants set forth in a restrictive covenant agreement that is appropriate for the participant’s position.

The Executive Severance Policy will remain in effect, subject to amendment, until terminated by the Board. The Board may terminate or amend the Executive Severance Policy at any time, so long as at least 90 days’ prior notice is provided to any participant if the termination or amendment of the Executive Severance Policy would materially or adversely affect the rights of the participant.

Departure of Mr. Considine

On October 2, 2024 (the “Separation Date”), Mr. Considine voluntarily stepped down as CEO of the Operating Partnership and as a director of the Board of AIR.

In connection with Mr. Considine’s decision to depart, the Operating Partnership, AIR and Mr. Considine entered into a separation agreement, dated as of the Separation Date (the “Considine Separation Agreement”). The Considine Separation Agreement, in exchange for a release of claims and other agreements, acknowledgments and representations of Mr. Considine set forth therein, provides for the payment of the following severance benefits following the Separation Date

Table of ~~Contents~~Content

~~Park~~that ~~Towne~~are ~~Place~~generally consistent with the severance benefits provided for in connection with a separation without cause under the 2017 Employment Agreement: (i) payment, on January 7, 2025, of an amount equal to the sum of (x) three times Mr. Considine’s base salary of $800,000 plus (y) Mr. Considine’s target STI for 2024 of $2,200,000; (ii) payment, on or before November 29, 2024, of a pro-rata portion of Mr. Considine’s STI for 2024 in the amount of $2,569,370; (iii) continued medical coverage at the Operating Partnership’s expense of Mr. Considine and his spouse and other eligible dependents until 18 months following the Separation Date or, if earlier, the date Mr. Considine becomes eligible for medical coverage under a subsequent employer’s plans, plus, if Mr. Considine and his dependents did not become eligible for coverage earlier, within 30 days of the end of the 18-month period following the Separation Date, a lump sum payment equal to six times the monthly COBRA premium amount; and (iv) payment, on January 7, 2025, of an amount equal to $15,385 in consideration of Mr. Considine’s release of certain claims. The Considine Separation Agreement also provides for payment, on or before November 29, 2025, of an amount equal to $1,250,000, in exchange for a release of claims and modifications of certain of the restrictive covenants to which Mr. Considine is subject.

~~During~~The ~~the~~following ~~second~~arrangement ~~half~~below ofapplies ~~2014, we completed a multi-phase capital project at Park Towne Place in Philadelphia, Pennsylvania, in anticipation of subsequent redevelopment, which is now underway. We expect~~ to ~~redevelop~~both ~~Park Towne Place in several phases, the first of which includes renovating existing commercial space, upgrading common areas and amenities, and redeveloping one of the four residential towers~~Ms. ~~During~~Cohn construction, we expect to combine some apartment homes in this 234-apartment home building so that the tower, at completion, will include 229 apartment homes. In order to facilitate the extensive construction activity, we de-leased the one tower late in 2014. Depending on the success of this initial phase and ~~other investment alternatives, we may redevelop additional apartment homes at Park Towne Place~~Mr. Should we elect to redevelop the other three residential towers, the net investment in Park Towne Place, including the work described above, could be between $148 and $160 million, reflecting a gross investment of $180 to $195 million reduced by $32 to $35 million of historic tax creditsKimmel. During the year ended December 31, 2014, we invested $7.9 million in the redevelopment of Park Towne Place and for the purpose of calculating project return, our estimated net investment in Park Towne Place of $60 million represents total estimated capital costs of $71 million, reduced by $11 million of historic tax credits expected to be earned in connection with the redevelopment.

~~One~~As ~~Canal~~of ~~Street~~October 18, 2024, both Ms. Cohn and Mr. Kimmel’s offer letters provide that, if either Ms. Cohn's or Mr. Kimmel’s employment is terminated by the Operating Partnership without “cause” or by Ms. Cohn and Mr. Kimmel for “good reason” (each as defined in both Ms. Cohn and Mr. Kimmel’s offer letters) within 12 months of the effective date of the offer letter, or due to death or incapacity at any time, Ms. Cohn and Mr. Kimmel will be eligible to receive the following severance payments: (i) an amount equal to 12 months of base salary, (ii) an amount equal to target annual bonus, (iii) any earned and unpaid annual bonuses not yet received, (iv) the amount of the Operating Partnership’s share of healthcare insurance premiums for 18 months, and (v) in the case of death or incapacity only, pro-rata vesting of long-term incentive and AIR promote grants.

~~During~~Departure ~~the year ended December 31, 2014, we invested $46.9 million in the development~~ of ~~One~~Joshua Canal Street in Boston, Massachusetts. One Canal Street will include 310 apartment homes and 22,000 square feet of commercial space. We expect completion of construction during the three months ending June 30, 2016, with lease-up to begin during the three months ending March 31, 2016. The investment in One Canal Street is funded in part by a $114.0 million non-recourse property loan, of which $87.0 million was available to draw at December 31, 2014.Minix

~~Financing~~In ~~Activities~~connection with Mr. Minix’s departure, the Operating Partnership, AIR and Mr. Minix entered into a separation agreement and general release, dated as of October 7, 2024 (the “Minix Separation Agreement”). The Minix Separation Agreement, in exchange for a release of claims and other agreements, acknowledgements and representations of Mr. Minix set forth therein, among other items, provides for the payment of the following severance benefits following execution of the Minix Separation Agreement: (i) a separation payment of $1,620,600; and (ii) payment of an amount equal to $8,654 in consideration of Mr. Minix’s release of certain claims.

~~For~~Restrictive the year ended December 31, 2014, our net cash used in financing activities of $361.9 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 preferred securities and proceeds from property loans.Covenants

~~Principal~~Mr. ~~payments~~Considine’s onemployment ~~property~~agreement ~~loans~~included ~~during~~customary ~~the~~confidentiality ~~year~~provisions ~~totaled $513.6 million,~~ and ~~included~~a ~~$82.6~~limited ~~million~~mutual ofnon-disparagement ~~scheduled~~provision ~~principal~~and ~~amortization,~~is ~~$205.6~~also ~~million~~subject ~~related~~ to ~~the~~non-competition, ~~expansion of our unencumbered asset pool~~non-solicitation, and ~~the~~no-hire ~~remainder~~provisions ~~primarily~~that ~~related~~generally toare ~~debt payoffs~~ in ~~connection~~effect ~~with~~during, ~~dispositions.~~and Wefor ~~like~~24 ~~the~~months ~~discipline~~following termination of, ~~financing~~Mr. ~~our~~Considine’s ~~investments~~employment. inIn ~~real estate through~~ the ~~use~~Considine ofSeparation ~~amortizing~~Agreement, ~~fixed-rate~~the ~~property~~Operating ~~debt,~~Partnership asand ~~the~~Mr. ~~amortization~~Considine ~~gradually~~each ~~reduces~~agreed ~~our~~to ~~leverage,~~certain ~~reduces~~modifications ~~our~~to ~~refunding~~obligations ~~risk~~owed ~~and~~to ~~the~~one ~~fixed-rate~~another ~~provides~~under athe ~~hedge~~restrictive ~~against~~covenants ~~increases~~contained in ~~interest~~the ~~rates.~~Employment ~~Our~~Agreement, ~~net~~including ~~cash~~waiving ~~used~~Mr. inConsidine’s ~~financing~~non-solicitation ~~activities~~and ~~also~~no-hire ~~includes~~covenants ~~$209.0~~with ~~million~~respect ~~of payments~~ to ~~equity~~certain ~~holders,~~employees asof ~~further detailed in~~ the ~~table~~Operating ~~below~~Partnership.

~~During~~The ~~the~~following ~~year,~~applied weto ~~also~~both ~~generated $123~~Ms.6 ~~million~~Cohn ofand ~~proceeds~~Mr. ~~from~~Kimmel ~~our~~prior ~~issuance~~to oftheir ~~preferred~~appointments ~~equity,~~as ~~which~~Co-Principal isExecutive ~~perpetual~~Officers ~~and~~on ~~therefore~~October ~~not~~18, ~~subject to mandatory refunding~~2024, and ~~$188.5~~currently ~~million~~applies ofto ~~proceeds~~Mr. ~~from~~Beldin. ~~property~~It ~~loans,~~also ~~which~~applied ~~were predominantly used~~ to ~~fund~~Mr. ~~part~~Minix ofprior ~~our~~to ~~investments~~his departure in ~~real~~October ~~estate, including acquisitions, redevelopment and development~~2024.

~~Equity~~We are party to a restrictive covenant agreement (which we refer to as a “restrictive agreement”) with each of our executive officers (other than Mr. Considine). If an executive officer breaches the restrictive agreement, the executive will forfeit any right to separation pay or separation benefits under the Executive Severance Policy, will not be entitled to any further payment or right under the Executive Severance Policy and, ~~Partners’~~with ~~Capital~~respect ~~Transactions~~to any separation payment that has been made to or on behalf of the executive officer under the Executive Severance Policy, the executive officer will repay to AIR the amount of any such prior payment plus interest.

The ~~following~~restrictive ~~table~~agreements ~~presents~~include ~~our~~customary ~~dividend~~confidentiality provisions and ~~distribution~~non-disparagement ~~activity~~provisions and also include non-competition, non-solicitation, and no-hire provisions that generally are in effect during, ~~the~~and ~~year~~for ~~ended~~24 ~~December 31~~months following termination of, ~~2014~~the executive’s employment with respect to Messrs. Beldin and Kimmel and Ms. Cohn and for 18 months following termination of the executive’s employment with respect to Mr. Minix (~~dollars~~except that the non-competition provision in ~~thousands~~Mr. Minix’s restrictive agreement extends to 12 months following termination of employment):.

	2014
Cash distributions paid by Aimco and the Aimco Operating Partnership to holders of noncontrolling interests in consolidated real estate partnerships	$	(35,555	)
Cash distributions paid by the Aimco Operating Partnership to preferred unitholders (1)	(13,482		)
Cash distributions paid by the Aimco Operating Partnership to common unitholders (2)	(160,010		)
Cash dividends paid by Aimco to preferred stockholders	(7,073		)
Cash dividends paid by Aimco to common stockholders	(152,002		)

(1) $7.1 million represented distributions to Aimco, and $6.4 million represented distributions paid to holders of OP Units.

(2) $152.0 million represented distributions to Aimco, and $8.0 million represented distributions paid to holders of OP Units.

Table of ~~Contents~~Content

~~The~~As ~~following~~of ~~table~~October ~~summarizes~~18, ~~Aimco~~2024, the restrictive covenant agreement attached to both Ms. Cohn’s ~~issuance~~and Mr. Kimmel’s offer letters includes covenants in respect of ~~shares~~confidentiality of ~~its~~information, ~~Class~~assignment Aof ~~Cumulative~~certain ~~Preferred~~intellectual ~~Stock~~property, non-competition, non-solicitation and ~~Class~~non-disparagement. ZThe ~~Cumulative~~confidentiality ~~Preferred~~and ~~Stock~~mutual ~~during~~non-disparagement ~~the~~covenants ~~year~~have ~~ended~~an ~~December 31~~indefinite term, ~~2014~~and ~~(dollars~~the innon-competition ~~thousands,~~and ~~except~~non-solicitation ~~per~~covenants ~~share~~are ~~amounts):~~effective during both Ms. Cohn’s and Mr. Kimmel’s employment and until the first anniversary of his or her termination of employment.

	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

Equity Award Agreements

InDouble ~~connection~~Trigger ~~with~~Vesting ~~these~~Upon ~~preferred~~Change ~~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.~~ Control

~~During~~Prior to the ~~year~~Merger, ~~ended~~the ~~December~~award 31agreements pursuant to which restricted stock, ~~2014~~LTIP Unit, ~~Aimco~~or ~~purchased~~stock ~~shares~~option ofawards ~~its~~were ~~Series~~granted Ato ~~Community~~Messrs. ~~Reinvestment~~Considine, ~~Act~~Beldin, ~~Preferred~~Kimmel, ~~Stock~~and Minix, orand ~~CRA~~Ms. ~~Preferred~~Cohn, ~~Stock~~as applicable, ~~with~~provided athat ~~$10.0~~if ~~million~~(i) ~~liquidation~~a ~~preference~~change ~~for~~in ~~$9.5~~control ~~million. In~~occurs ~~connection~~and ~~with~~(ii) ~~Aimco~~the executive’s ~~purchase~~employment with AIR is terminated either by AIR without cause or by the executive for good reason, in either case, within 12 months following the change in control, then (a) for time-based options or restricted stock, all outstanding shares of ~~this~~restricted ~~preferred~~stock or unvested stock options shall become immediately and fully vested and exercisable, and all vested options will remain exercisable for the ~~Aimco~~remainder ~~Operating~~of ~~Partnership~~the ~~purchased~~term ~~from~~of ~~Aimco~~the anoption, ~~equal~~and ~~number~~(b) for performance-based options, restricted stock and/or LTIP Unit awards, shares, unvested options and/or units will vest based on the higher of actual or target performance through the ~~corresponding~~truncated ~~class~~performance period ending on the date of ~~partnership~~the ~~preferred~~change ~~units~~in control, and all vested options will remain exercisable for the remainder of the term of the option. As a result of the Merger, all restricted stock and stock option awards were cancelled and converted to cash, so this would not apply.

~~Pursuant~~Accelerated toVesting ~~ATM~~Upon ~~offering~~Termination ~~programs active at December 31, 2014, Aimco has the capacity to issue up to 3.5 million shares~~ of ~~its~~Employment ~~Common~~Due ~~Stock and 3.4 million shares of its Class Z Cumulative Preferred Stock. In the event of any such issuances, Aimco would contribute the net proceeds~~ to ~~the~~Death ~~Aimco Operating Partnership in exchange for a number of common OP Units~~ or Class Z Partnership Preferred Units, as the case may be, 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.Disability

AsIn ~~discussed~~the incase ~~Note~~of 16Mr. toConsidine, the ~~consolidated~~2017 ~~financial~~Employment ~~statements~~Agreement inprovided ~~Item~~for 8,accelerated ~~during~~vesting ~~January~~in ~~2015,~~the ~~Aimco~~event ~~completed~~of atermination ~~public~~due ~~offering~~to ~~resulting~~his indeath ~~the~~or ~~sale~~disability. ~~of 9~~Additionally,~~430,000~~ ~~shares~~the ofaward ~~its~~agreements ~~Common~~pursuant ~~Stock~~to which restricted stock, ~~par~~LTIP ~~value~~Unit ~~$0.01~~or ~~per~~stock ~~share,~~option inawards anwere ~~underwritten~~granted ~~public~~to ~~offering~~Messrs. Considine, ~~generating~~Beldin, ~~net~~Kimmel, ~~proceeds~~and ofMinix, ~~approximately~~and ~~$367~~Ms.0 ~~million. Aimco~~Cohn, ~~contributed~~as ~~the~~applicable, ~~net~~provided ~~proceeds~~for ~~from~~accelerated ~~the~~vesting ~~sale~~upon a termination of ~~Common~~employment ~~Stock~~due to ~~the~~death ~~Aimco~~or ~~Operating~~disability. ~~Partnership~~These inprovisions ~~exchange~~are ~~for~~inoperative as a ~~number~~result of ~~common~~Mr. ~~partnership~~Considine’s ~~units~~separation ~~equal~~and tocancellation ~~the~~and ~~number~~conversion of ~~shares~~the offoregoing ~~Common~~awards ~~Stock~~in ~~issued.~~connection with the Merger.

Other ~~Using~~Benefits; ~~the~~Perquisite ~~proceeds~~Philosophy from this offering, in January 2015, we repaid the outstanding balance on our Credit Agreement and provided the required notification to redeem the remaining outstanding shares of Aimco’s CRA Preferred Stock at its liquidation preference of $27.0 million.

~~Contractual~~Our ~~Obligations~~executive officer benefit programs are substantially the same as for all other eligible officers and employees. AIR does not provide executives with more than minimal perquisites, such as reserved parking places.

~~This~~Role ~~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,~~Outside ~~2014~~Consultants ~~(amounts in thousands):~~

	Total		Less than One Year		2-3 Years		4-5 Years		More than Five Years
Long-term debt (1)	$	4,051,058	$	216,882	$	946,693	$	909,945	$	1,977,538
Interest related to long-term debt (2)	1,325,376		207,175		355,133		263,393		499,675
Office space lease obligations	8,438		2,855		4,742		841		—
Ground lease obligations (3)	26,127		973		1,947		1,947		21,260
Construction obligations (4)	223,084		107,869		115,215		—		—
Total	$	5,634,083	$	535,754	$	1,423,730	$	1,176,126	$	2,498,473

Prior to the Merger, the Committee had the authority under its charter to engage the services of outside advisors, experts, and others to assist the Committee. In 2024, the Committee engaged FPL Associates, L.P. (“FPL”) to review our executive compensation plan. FPL did not provide other services to AIR. The Committee instructed FPL to compile and provide data on both total pay and individual elements of compensation among companies in the peer groups, as well as trends in compensation practices that they observed within the peer groups and generally among public companies. The Committee assessed the independence of FPL pursuant to SEC rules and concluded that FPL was independent. Following the Merger, AIR has not engaged FPL or any other outside consultant.

~~(1)~~Base ~~Includes~~Salary, ~~scheduled~~Incentive ~~principal~~Compensation, ~~amortization~~ and ~~maturity~~Equity ~~payments~~Grant ~~related~~Practices ~~to our long-term debt, inclusive of balances related to assets held for sale as of December 31, 2014.~~

~~(2)~~Prior ~~Includes interest related~~ to ~~both~~the ~~fixed~~Merger, ~~rate~~base ~~and~~salary ~~variable~~adjustments ~~rate~~typically ~~debt,~~took ~~inclusive~~effect ofon ~~balances~~January ~~related~~1. toThe ~~assets~~Committee ~~held~~ (for ~~sale~~Mr. asConsidine) ofand ~~December~~Mr. 31Considine, ~~2014.~~in ~~Interest~~consultation ~~related~~with tothe ~~variable~~Committee ~~rate~~(for ~~debt is estimated based on~~ the ~~rate~~other ~~effective~~executive ~~at December 31~~officers), ~~2014.~~determined ~~Refer~~incentive tocompensation ~~Note 5 to the consolidated financial statements~~ in ~~Item~~late 8January ~~for~~or aearly ~~description~~February. ofSTI ~~average~~is ~~interest~~typically ~~rates~~paid ~~associated~~in ~~with~~February ~~our~~or ~~debt~~March.

~~(3)~~Prior ~~These~~to ~~ground~~the ~~leases~~Merger, ~~mature~~with respect to LTI, the Committee set the grant date for restricted stock, LTIP Unit, and stock option grants at the time of its final compensation determination, generally in ~~years~~late ~~ranging~~January ~~from~~or ~~2037~~early February, although for 2024 determined to ~~2084~~make those grants on January 1, 2024. The date of determination and date of award were not selected based on share price. In the case of new-hire packages that included Equity Awards, grants were made on the employee’s start date or on a date designated in advance based on the passage of a specific number of days after the employee’s start date. For non-executive officers, the Committee delegated the authority to make Equity Awards, up to certain limits, to the Chief Financial Officer (Mr. Beldin) and/or Corporate Secretary (Ms. Cohn). Although, we did not have a formal policy, the Committee and Mr. Beldin and Ms. Cohn made grants without regard to the share price or the timing of the release of material non-public information and did not make grants for the purpose of affecting the value of

(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.

Table of ~~Contents~~Content

Inexecutive ~~addition~~compensation. Subsequent to the ~~amounts~~Merger, ~~presented in~~ the ~~table~~Operating ~~above,~~Partnership atdoes ~~December 31,~~not ~~2014,~~expect ~~we were obligated~~ to ~~make~~grant ~~dividend~~any ~~payments~~Equity onAwards: ~~$186.8~~accordingly, ~~million~~it ~~(liquidation~~does ~~value)~~not ofhave ~~perpetual preferred stock outstanding with~~ a ~~weighted~~policy ~~average annual dividend yield of 6.1% and distribution payments~~ on ~~$87.9~~the ~~million~~timing ~~(liquidation value)~~ of ~~redeemable~~Equity ~~preferred~~Awards OPin ~~Units~~relation ofto ~~the~~material ~~Aimco~~non-public ~~Operating Partnership outstanding with annual distribution yields ranging from 1~~information.~~8% to 8.8%.~~

~~Additionally,~~2025 weCompensation ~~may~~Targets 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~~In ~~Capital~~October ~~Needs~~2024, the Board, set target total compensation (base compensation, STI, and LTI) for 2025 for Ms. Cohn at $3,150,000 and Mr. Kimmel at $3,150,000. Ms. Cohn and Mr. Kimmel set Mr. Beldin's total compensation at $1,500,000. In February 2025, Ms. Cohn and Mr. Kimmel increased Mr. Beldin's total compensation, from the previous amount set in October 2024, from $1,500,000 to $1,625,000.

InThe ~~addition~~AIR toOperating ~~the~~Partnership's ~~items~~performance ~~set~~and ~~forth~~individual inperformance ~~“Contractual~~will ~~Obligations”~~determine ~~above,~~the weamounts ~~expect~~paid for 2025 STI. The LTI granted to ~~fund~~Ms. ~~any~~Cohn ~~future~~and ~~acquisitions,~~Messrs. ~~redevelopment~~Beldin and ~~development~~Kimmel ~~projects~~was granted in the form of time-based deferred cash, ~~Capital~~which ~~Improvements~~vests ~~and~~over ~~Capital~~a ~~Replacements~~3-year ~~principally~~period, ~~with~~25% ~~proceeds~~per ~~from~~year ~~apartment~~at ~~community~~the ~~sales~~end ~~(including~~of ~~tax-free~~2025 ~~exchange~~and ~~proceeds)~~2026, ~~short-term~~and ~~borrowings~~50% at the end of 2027, ~~debt~~subject ~~and~~to ~~equity~~continued ~~financing~~service. ~~and~~STI ~~operating~~that ~~cash~~is ~~flows~~ultimately earned may be less than, or in excess of, these target amounts.

~~Item~~Compensation ~~7A. Quantitative~~Committee ~~and Qualitative Disclosures About Market Risk~~Report

Our ~~primary~~Board ~~market~~does ~~risk~~not ~~exposure~~have isa tocompensation ~~the~~committee. ~~availability~~The ofentire ~~property~~Board ~~debt~~has orreviewed ~~other cash sources to refund maturing property debt~~ and todiscussed ~~changes~~with inmanagement ~~base~~the ~~interest~~foregoing ~~rates~~Compensation ~~and~~Discussion ~~credit~~& ~~risk spreads~~Analysis. ~~Our~~Based ~~liabilities~~upon ~~are~~such ~~not subject to any other material market rate or price risks. We use predominantly long-term~~review, ~~fixed-rate non-recourse property debt in order to avoid~~ the ~~refunding~~related ~~and~~discussions ~~repricing risks of short-term borrowings. We use short-term debt financing~~ and ~~working~~such ~~capital~~other ~~primarily~~matters todeemed ~~fund~~relevant ~~short-term uses~~ and ~~acquisitions~~appropriate ~~and~~by ~~generally~~the ~~expect to refinance such borrowings with cash from operating activities~~Board, ~~proceeds~~the ~~from~~Board ~~apartment~~has ~~community~~recommended ~~sales,~~that ~~long-term~~the ~~debt~~"Compensation orDiscussion ~~equity~~& ~~financings. We~~Analysis" ~~make~~be ~~limited~~included ~~use~~in ofthis ~~other derivative financial instruments and we do not use them for trading or other speculative purposes~~filing.

AsLISA of December 31, 2014, on a consolidated basis, we had approximately $232.5 million of variable-rate indebtedness outstanding and $27.0 million of variable rate preferred securities 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 $2.0 million and $2.1 million, respectively, on an annual basis. COHN

AtASIM December 31, 2014, we had approximately $120.4 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 and preferred stock discussed above. HAMID

WeSCOTT 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 $4,350.3 million at December 31, 2014. The combined carrying value of our consolidated debt was approximately $4,135.1 million at December 31, 2014. 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 $4,350.3 million to $4,196.8 million. 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 $4,350.3 million to $4,514.0 million. MCCALLUM

~~Item~~RICHARD ~~8. Financial Statements and Supplementary Data~~REYES

~~The~~JACOB ~~independent~~WERNER 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~~The ~~9. Changes~~above inreport ~~and~~will ~~Disagreements~~not ~~With~~be ~~Accountants~~deemed onto ~~Accounting~~be ~~and~~incorporated ~~Financial~~by ~~Disclosure~~reference into any filing by the AIR Operating Partnership under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the AIR Operating Partnership specifically incorporates the same by reference.

None.

Table of ~~Contents~~Content

~~Item~~Summary ~~9A. Controls~~Compensation ~~and Procedures~~Table

~~Aimco~~The table below summarizes the compensation of the NEOs for the years 2024, 2023, and 2022.

Disclosure Controls and Procedures


Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($)(1)		Option Awards ($)(2)	Non-Equity Incentive Plan Compensation ($)(3)		All Other Compensation ($)(4)		Total ($)
Terry Considine —	2024		630,770	(5)	—		5,000,093	(5)	—	2,569,370	(5)	5,869,842	(5)	14,070,075
Former Chief	2023		800,000		—		7,390,311		—	—		4,567		8,194,878
Executive Officer	2022	(6)	400,000	(6)	—		3,400,008	(6)	—	1,611,720	(6)	4,300		5,416,028	(6)

Lisa R. Cohn —	2024		488,462	(7)	889,483	(7)	1,402,610	(7) (8)	—	837,438	(7)	4,097		3,622,090
President, General Counsel and	2023		450,000		—		1,398,580		—	721,875		4,567		2,575,022
Secretary (Co-Principal Executive Officer)	2022		450,000		—		1,194,658		—	719,029		4,300		2,367,987

Keith M. Kimmel —	2024		488,462	(9)	345,108	(9)	1,921,950	(8) (9)	—	988,688	(9)	4,097		3,748,305
President of Property	2023		450,000		—		999,024		—	776,875		4,567		2,230,466
Operations (Co-Principal Executive Officer	2022		450,000		—		814,576		—	666,163		4,300		1,935,039

Paul L. Beldin —	2024		450,000	(10)	500,000	(10)	626,211	(8) (10)	—	548,782	(10)	4,097		2,129,090
Executive Vice	2023		450,000		—		532,270		92,507	547,188		4,567		1,626,532
President and Chief Financial Officer	2022		450,000		—		401,913		—	364,331		4,300		1,220,544

Joshua Minix —	2024		12,115	(11)	—		350,700	(8) (11)	—	—		1,633,351	(11)	1,996,166
Former Executive Vice President and	2023		450,000		—		—		—	1,190,000		324,567		1,964,567
Chief Investment Officer

~~Aimco’s~~(1)This ~~management,~~column ~~with~~represents the ~~participation~~aggregate ofgrant ~~Aimco’s~~date ~~chief~~fair ~~executive~~value ~~officer~~of ~~and~~stock ~~chief~~awards ~~financial~~in ~~officer, has evaluated~~ the ~~effectiveness~~year ofgranted ~~its~~computed ~~disclosure controls and procedures (as defined~~ in ~~Rules~~accordance ~~13a-15(e)~~with ~~and~~FASB ~~15d-15(e)~~ASC ~~under~~Topic ~~the~~718. ~~Securities~~For ~~Exchange~~additional ~~Act~~information ofon ~~1934, as amended (~~the ~~“Exchange~~valuation ~~Act”))~~assumptions aswith ofrespect ~~the~~to ~~end of~~ the ~~period~~grants ~~covered~~reflected byin this ~~report. Based~~column onfor ~~such evaluation~~2024, ~~Aimco’s~~refer ~~chief~~to ~~executive~~Note ~~officer~~2 ~~and~~to ~~chief financial officer have concluded that, as of~~ the ~~end~~consolidated offinancial ~~such~~statements ~~period,~~in ~~Aimco’s~~Item ~~disclosure~~8 ~~controls~~for ~~and~~discussion ~~procedures~~regarding ~~are~~share-based ~~effective~~compensation.

~~Management’s~~The ~~Report~~amounts shown in this column for 2024 include the grant date fair value of the performance-based restricted stock awards or performance-based LTIP I Unit awards, as applicable, granted in 2024 based on ~~Internal~~the ~~Control~~probable ~~Over~~outcome ~~Financial~~of ~~Reporting~~the performance condition to which such awards are subject, which was calculated by a third-party consultant using a Monte Carlo valuation model in accordance with FASB ASC Topic 718.

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:


	Metric and Valuation per Instrument
	LTIP I Units	Restricted Stock
Relative to Nareit Equity Apartments Index (30% Weighting)	$37.13	$37.03
Relative to MSCI US REIT Index (20% Weighting)	$38.37	$38.26
Relative to Nareit Equity Apartments Index with Multifamily Peer Ranking (50% Weighting) *The maximum payout is 300% if AIR's 3-yr TSR ranks 1st among its peers and the AIR Operating Partnership unitholders have received at least a 25% absolute TSR. Nothing will be paid on this portion of the LTI if the AIR Operating Partnership's TSR ranks last among its peers	$44.08	$43.75

•The ~~pertain~~grant todate fair value of the ~~maintenance~~performance-based LTIP II Unit award, assuming achievement at the maximum level of ~~records~~performance, is $12,500,227 for Mr. Considine. The grant date fair value of the performance-based restricted stock awards, assuming achievement at the maximum level of performance, was $1,251,269 for Mr. Beldin, $2,802,664 for Ms. Cohn, $2,922,072 for Mr. Kimmel, and $700,763 for Mr. Minix. Following the Merger, all restricted stock awards, whether vested or unvested, were cancelled and converted to cash. The Merger Agreement also provided that upon a change of control, inall ~~reasonable~~performance ~~detail~~goals applicable to restricted stock awards for 2022, ~~accurately~~2023, and ~~fairly~~2024 ~~reflect~~be measured at the ~~transactions~~greater of target level performance and ~~dispositions~~actual performance through the closing date of ~~assets;~~the transaction, June 28, 2024. As documented in Mr. Considine’s Separation Agreement, certain “LTIP units” in the Operating Partnership held by Mr.

• 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.

Management assessed the effectiveness of Aimco’s internal control over financial reporting as of December 31, 2014. 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, 2014, 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 2014 that has materially affected, or is reasonably likely to materially affect, Aimco’s internal control over financial reporting.

Table of ~~Contents~~Content

~~Report~~Considine vested in accordance with their terms as of ~~Independent~~the ~~Registered~~October ~~Public~~2, ~~Accounting~~2024 ~~Firm~~as a result of Mr. Considine’s departure within one year following a change in control of AIR, which resulted in the vesting of 246,356 LTIP I Units and 2,562,284 LTIP II Units as of the Separation Date. Mr. Considine’s OP Units (including OP Units received upon conversion of Mr. Considine's LTIP I Units) and vested LTIP II Units, remain subject to their existing terms.

~~The~~(2)This ~~Board~~column ofrepresents ~~Directors~~the ~~and~~aggregate ~~Stockholders~~grant date fair value of the option awards in the year granted computed in accordance with FASB ASC Topic 718. For additional information on the valuation assumptions with respect to the grants reflected in this column for 2023, refer to Note 2 to the consolidated financial statements in Item 8 for discussion regarding share-based compensation.

~~Apartment~~The ~~Investment~~amounts shown in this column for 2023 include the grant date fair value of the performance-based stock options granted in 2023 based on the probable outcome of the performance condition to which such option is subject, which was calculated by a third-party consultant using a Monte Carlo valuation model. The grant date fair value of the options assuming achievement at the maximum level of performance is $277,521 for Mr. Beldin. Following the Merger, all stock options, whether vested or unvested, were cancelled and ~~Management~~converted ~~Company~~to cash.

~~We have audited Apartment Investment and Management Company’s~~ (~~the “Company”~~3)The ~~internal~~2024 ~~control~~amounts ~~over~~shown ~~financial~~for ~~reporting~~Messrs. ~~as of December 31~~Considine, ~~2014~~Beldin, ~~based~~and 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 reportingKimmel, and ~~for~~Ms. ~~its~~Cohn ~~assessment~~represent of the ~~effectiveness~~STI ofamounts ~~internal~~that ~~control~~were ~~over~~earned ~~financial reporting included~~ in the ~~accompanying~~fiscal ~~Management’s~~year. ~~Report~~For ~~on Internal Control Over Financial Reporting~~Mr. ~~Our~~Considine, ~~responsibility is to express an opinion on~~ the ~~Company’s~~amount ~~internal~~represents ~~control~~his ~~over~~2024 ~~financial~~prorated ~~reporting based on our audit~~STI.

We(4)Includes ~~conducted~~discretionary ~~our~~matching ~~audit~~contributions inand ~~accordance~~discretionary ~~with~~employer ~~the~~contributions ~~standards~~under ofAIR’s ~~the Public Company Accounting Oversight Board~~ 401(~~United States~~k) plan. ~~Those~~For ~~standards~~Messrs. ~~require~~Considine ~~that we plan~~ and ~~perform~~Minix, ~~the~~these ~~audit~~amounts toalso ~~obtain~~include ~~reasonable~~separation ~~assurance~~pay. ~~about~~For ~~whether~~Mr. ~~effective~~Considine, ~~internal~~his ~~control~~separation ~~over~~pay ~~financial~~is ~~reporting~~$4,615,385 ~~was~~(3 ~~maintained~~times inbase ~~all~~pay ~~material~~of ~~respects.~~$800,000, ~~Our~~2024 ~~audit~~target ~~included~~STI ~~obtaining an understanding~~ of ~~internal control over financial reporting~~$2,200,000, ~~assessing~~ADEA ~~the~~of ~~risk that a material weakness exists~~$15,385) ~~testing~~ and ~~evaluating~~ the ~~design~~restrictive ~~and~~covenants ~~operating~~payment ~~effectiveness~~is ~~of internal control based on the assessed risk~~$1,250,000. ~~and~~For ~~performing such other procedures as we considered necessary in the circumstances~~Mr. WeMinix, ~~believe~~his ~~that~~separation ~~our~~pay ~~audit~~is ~~provides a reasonable basis for our opinion~~$1,629,254.

A(5)Amounts ~~company’s~~in ~~internal~~this ~~control~~table ~~over~~reflect ~~financial~~Mr. ~~reporting~~Considine’s iscompensation apaid ~~process~~through ~~designed~~his todeparture ~~provide~~date. ~~reasonable~~Mr. ~~assurance~~Considine’s ~~regarding~~base ~~the~~salary ~~reliability~~was of$630,770. ~~financial~~Mr. ~~reporting~~Considine’s ~~and~~2024 ~~the~~LTI ~~preparation~~award consisted of ~~financial~~123,178 ~~statements~~performance-based ~~for~~LTIP ~~external~~I ~~purposes~~Units in(at ~~accordance~~target) ~~with~~for ~~generally~~the ~~accepted~~forward ~~accounting~~looking, ~~principles.~~three-year Aperformance ~~company’s~~period ~~internal~~from ~~control~~January ~~over~~1, ~~financial~~2024, ~~reporting~~through ~~includes~~December ~~those~~31, ~~policies~~2026, ~~and~~with ~~procedures that (1) pertain to~~ the ~~maintenance~~number of ~~records~~units ~~that~~earned, inif ~~reasonable detail~~any, ~~accurately~~vesting ~~and~~50% ~~fairly~~following ~~reflect~~ the ~~transactions~~end ~~and dispositions~~ of the ~~assets~~three-year ofperformance ~~the~~period ~~company;~~and ~~(2)~~50% ~~provide~~one ~~reasonable~~year ~~assurance~~later. ~~that~~His ~~transactions~~target ~~are~~STI ~~recorded~~award aswas ~~necessary~~$2,200,000. Pursuant to ~~permit~~the ~~preparation~~terms of ~~financial~~the ~~statements~~Considine inSeparation ~~accordance~~Agreement, ~~with~~Mr. ~~generally~~Considine ~~accepted~~was ~~accounting~~paid ~~principles~~$2,569,370. ~~and~~The ~~that~~“All ~~receipts~~Other ~~and~~Compensation” ~~expenditures~~amount ofincludes ~~the~~a ~~company~~separation ~~are~~payment ~~being~~of ~~made~~$4,615,385 ~~only~~to inMr. ~~accordance~~Considine ~~with~~that ~~authorizations~~was ofpaid ~~management~~on ~~and~~January ~~directors~~7, of2025, ~~the company;~~ and ~~(3)~~a ~~provide~~cash ~~reasonable~~payment ~~assurance~~of ~~regarding~~$1,250,000 ~~prevention~~for orhis timely ~~detection~~execution ofand ~~unauthorized~~non-revocation ~~acquisition, use, or disposition~~ of the ~~company’s~~Considine ~~assets~~Separation ~~that~~Agreement, ~~could~~which ~~have~~is adescribed ~~material effect on the financial statements~~below.

~~Because~~(6)The ofamounts ~~its~~shown ~~inherent~~for ~~limitations,~~Mr. ~~internal~~Considine ~~control~~reflect ~~over~~his ~~financial~~voluntary ~~reporting~~reduction ~~may~~of ~~not~~his ~~prevent~~compensation orto ~~detect~~offset ~~misstatements.~~the ~~Also,~~compensation ~~projections~~he ofreceived ~~any~~directly ~~evaluation~~from ofAimco. ~~effectiveness~~For to2022, ~~future~~Mr. ~~periods~~Considine’s: ~~are~~base ~~subject~~compensation towas ~~the~~$400,000, ~~risk~~reduced ~~that~~by ~~controls~~him ~~may~~from ~~become~~$700,000; ~~inadequate~~STI ~~because~~target ofwas ~~changes in conditions~~$1,200,000, orreduced ~~that~~by ~~the~~him ~~degree~~from of$1,800,000; ~~compliance~~LTI ~~with~~target ~~the~~was ~~policies~~$3,400,000, orreduced ~~procedures~~by ~~may~~him ~~deteriorate~~from $4,300,000.

In(7)Amounts ~~our~~in ~~opinion~~this table reflect Ms. Cohn’s pre-Merger compensation as well as the changes to her compensation in connection with her October 2024 appointment as Co-Principal Executive Officer. Her base salary target increased from $450,000 to $550,000, and the ~~Company~~amount ~~maintained~~shown is her actual pay. The $889,483 represents a $500,000 bonus paid in ~~all~~connection ~~material~~with ~~respects~~the Merger and a $389,483 ~~effective~~sign ~~internal~~on ~~control~~bonus ~~over~~paid ~~financial~~in ~~reporting~~2024 as(which represents 50% of a total award of $837,438, with the other 50% scheduled to be paid in 2025). Equity Awards for Ms. Cohn in 2024 include a 2024 LTI award consisting of the following: (i) 13,511 shares of time-based restricted stock, vesting 25% on each anniversary of the grant date; (ii) 23,108 shares of performance-based restricted stock (at target) for the forward looking, three-year performance period from January 1, 2024, through December 31, ~~2014~~2026, with the number of shares earned, if any, vesting 50% following the end of the three-year performance period and 50% one year later. The STI amount of $837,438 is prorated based on Ms. Cohn’s target prior to becoming Co-Principal Executive officer and after such appointment, with the ~~COSO~~performance ~~criteria~~metrics on KPI and MAP as described above.

We(8)2024 ~~also~~LTI ~~have~~performance ~~audited,~~was indetermined ~~accordance~~to ~~with~~be ~~the~~at ~~standards~~a of200% ~~the~~payout ~~Public~~for ~~Company Accounting Oversight Board (United States),~~ the ~~consolidated~~truncated ~~balance~~performance ~~sheets~~period offrom ~~the~~January ~~Company as of December 31~~1, ~~2014 and 2013~~2024, ~~and~~through ~~the~~June ~~related consolidated statements of operations~~28, ~~comprehensive income (loss)~~2024, ~~equity,~~which ~~and~~was ~~cash~~the ~~flows~~closing ~~for~~date ~~each~~ of the ~~three~~Merger. ~~years~~In inconnection with the ~~period~~Merger, ~~ended~~all ~~December 31,~~restricted ~~2014,~~stock and ~~our~~stock ~~report~~options ~~dated~~awards, ~~February 26~~whether vested or unvested, ~~2015~~were ~~expressed~~cancelled anand ~~unqualified~~converted ~~opinion~~to ~~thereon~~cash.

/(9)Amounts in this table reflect Mr. Kimmel’s/ ~~ERNST~~pre-Merger &compensation ~~YOUNG~~as ~~LLP~~well as the changes to his compensation in connection with his October 2024 appointment as Co-Principal Executive Officer. His base salary target increased from $450,000 to $550,000, and the amount shown is his actual pay. The $345,108 represents a sign on bonus paid in 2024 (which represents 50% of a total award of $837,438, with the other 50% scheduled to be paid in 2025). Equity Awards for Mr. Kimmel in 2024 include a 2024 LTI award consisting of the following: (i) 38,619 shares of time-based restricted stock, vesting 25% on each anniversary of the grant date; (ii) 16,507 shares of performance-based restricted stock (at target) for the forward looking, three-year performance period from January 1, 2024, through December 31, 2026, with the number of shares earned, if any, vesting 50% following the end of the three-year performance period and 50% one year later. The STI target amount of $988,688 is prorated based on Mr. Kimmel’s target prior to becoming Co-Principal Executive officer and after such appointment, with the performance metrics on KPI and MAP as described above.

~~Denver~~(10)Amounts in this table reflect Mr. Beldin’s compensation. His base compensation is $450,000. ~~Colorado~~The $500,000 was paid in connection with the Merger. Equity Awards for Mr. Beldin in 2024 include 2024 LTI award consisting of the following: (i) 6,032 shares of time-based restricted stock, vesting 25% on each anniversary of the grant date; (ii) 10,317 shares of performance-based restricted stock (at target) for the forward looking three-year performance period from January 1, 2024, through December 31, 2026, with the number of shares earned, if any, vesting 50% following the end of the three-year performance period and 50% one year later. The STI amount is $548,782.

~~February 26~~(11)Amounts in this table reflect Mr. Minix’s compensation. His base pay, ~~2015~~which excludes the $450,000 for his draw, was $12,115. Mr. Minix was responsible for AIR’s portfolio management and led the AIR investment team and was expected to be fully compensated based on transactions, had he remained with the AIR Operating Partnership. Equity Awards for Mr. Minix in 2024 include 2024 LTI award consisting of the following: (i) 3,378 shares of time-based restricted stock, vesting 25% on each anniversary of the grant date; (ii) 5,778 shares of performance-based restricted stock (at target)for the forward looking three-year performance period from January 1, 2024, through December 31, 2026, with the number of shares earned, if any, vesting 50% following the end of the three-year performance period and 50% one year later. At the time of his departure on October 7, 2024, Mr. Minix earned $1,629,254 which includes his deferred compensation in respect to transaction close in previous years, a pro-rated portion of his transaction bonus granted in connection with the Merger, his remaining make whole cash grant, and his transaction based STI for 2024.

Grants of Plan-Based Awards in 2024

The following table provides details regarding plan-based awards granted to the NEOs during the year ended December 31, 2024. As of June 28, 2024, all restricted stock and stock option grants, whether vested or unvested, were

Table of ~~Contents~~Content

cancelled and converted to cash in connection with the Merger. 2024 LTI performance was determined to be at a 200% payout, based on a truncated performance period from January 1, 2024, through June 28, 2024, which was the closing date of the Merger. The ~~Aimco~~determination ~~Operating~~is ~~Partnership~~further described above under the Determination Regarding 2022, 2023, and 2024 Performance Share Awards section. Subsequent to the Merger, no grants of plan-based awards were made.

Disclosure Controls and Procedures


		Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)			Estimated Future Payouts Under Equity Incentive Plan Awards(2)			All Other Stock Awards: Number of Shares of Stock or Units (#)(3)	All other Option Awards Number of Securities Underlying Options			Exercise or Base Price of Option Awards ($/Sh)	Grant Date Fair Value of Stock and Option Awards ($)(4)
Name	Grant Date	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)		Threshold (#)	Target (#)	Maximum (#)
Terry Considine	1/1/24	1,100,000	2,200,000	4,400,000
	1/1/24				61,589	123,178	307,945						5,000,093
Lisa R. Cohn	1/1/24	350,000	700,000	1,400,000
	1/1/24							13,511					469,237
	1/1/24				11,554	23,108	57,770						933,373
Keith M. Kimmel	1/1/24	412,500	825,000	1,650,000
	1/1/24							9,651					335,179
	1/1/24				8,254	16,507	41,268						666,747
	3/17/24							28,968					920,024
Paul L. Beldin	1/1/24	212,500	425,000	850,000
	1/1/24							6,032					209,491
	1/1/24				5,159	10,317	25,793						416,719
Joshua Minix	1/1/24	100,000	200,000	400,000
	1/1/24							3,378					117,318
	1/1/24				2,889	5,778	14,445						233,382

~~The~~(1)On ~~Aimco~~January ~~Operating~~1, ~~Partnership’s management~~2024, ~~with~~ the ~~participation~~Committee made determinations of ~~the~~target ~~chief~~total ~~executive~~incentive ~~officer~~compensation ~~and~~for ~~chief~~2024 ~~financial~~based ~~officer~~on achievement of ~~Aimco,~~our ~~who~~five ~~are~~corporate ~~the~~goals ~~equivalent~~for 2024, and achievement of ~~the~~specific ~~Aimco~~individual ~~Operating~~objectives. ~~Partnership’s~~Approximate ~~chief~~target ~~executive~~total ~~officer~~incentive ~~and~~compensation ~~chief~~amounts ~~financial~~were ~~officer,~~as ~~respectively,~~follows: ~~has~~Mr. ~~evaluated~~Considine ~~the~~— ~~effectiveness~~$7.2 ofmillion; ~~the~~Mr. ~~Aimco~~Beldin ~~Operating~~— ~~Partnership’s~~$1.05 ~~disclosure~~million; ~~controls~~Ms. ~~and~~Cohn ~~procedures~~— ~~(as~~$2.1 ~~defined~~million; inMr. ~~Rules~~Kimmel ~~13a-15(e)~~— ~~and~~$2.75 ~~15d-15~~million (ewhich target amount was adjusted on March 17, 2024); ~~under~~Mr. Minix — $0.6 million. The awards in this column indicate the ~~Securities~~2024 ~~Exchange~~STI ~~Act~~portion of ~~1934~~these target total incentive amounts — at threshold, target, and maximum performance levels. The actual 2024 STI awards earned by each of Messrs. Considine, Beldin, Kimmel, Minix, and Ms. Cohn are as ~~amended~~disclosed (in the Summary Compensation Table under “~~Exchange~~Non-Equity ~~Act~~Incentive Plan Compensation.”)) asMs. ofCohn's ~~the~~non-equity ~~end~~incentive plan compensation is an average of ~~the~~her ~~period~~January ~~covered~~1, by2024, ~~this~~target ~~report. Based~~STI onand ~~such~~October ~~evaluation~~18, ~~the~~2024, ~~chief~~target ~~executive~~STI. ~~officer~~Mr. ~~and~~Kimmel's ~~chief~~non-equity ~~financial~~incentive ~~officer~~plan compensation is an average of ~~Aimco~~his ~~have~~March ~~concluded~~17, ~~that~~2024, astarget ofSTI ~~the~~and ~~end~~October of18, ~~such~~2024 ~~period,~~target ~~the~~STI. ~~Aimco~~On ~~Operating~~March ~~Partnership’~~17, 2024, Mr. Kimmel's ~~disclosure~~target ~~controls~~STI ~~and~~was ~~procedures~~changed ~~are~~from ~~effective~~$550,000 to $800,000. On October 18, 2024, each of Ms. Cohn and Mr. Kimmel's target STI changed to $850,000.

~~Management’s~~See ~~Report~~the ondiscussion ~~Internal~~above ~~Control~~under ~~Over~~"CD&A ~~Financial~~- ~~Reporting~~How the Committee determined the amount of target total compensation for executive officers."

~~Management~~(2)The ofamounts in this column include the ~~Aimco~~number ~~Operating~~of ~~Partnership~~shares isunderlying ~~responsible~~LTIP I Units for ~~establishing~~Mr. Considine, and ~~maintaining~~restricted ~~adequate~~stock ~~internal~~for ~~control~~Messrs. ~~over~~Beldin, ~~financial~~Kimmel, ~~reporting~~and Minix and Ms. ~~Internal~~ ~~control~~Cohn. ~~over~~These ~~financial~~awards ~~reporting~~were isgranted ~~defined~~on inJanuary ~~Rule~~1, ~~13a-15(f)~~2024, pursuant to their 2024 LTI award that may be earned — at threshold, target and ~~15d-15~~maximum performance levels — based on relative TSR (f)50% ~~under~~of ~~the~~each ~~Exchange~~award ~~Act~~is asbased aon ~~process~~the ~~designed~~AIR’s ~~by,~~TSR orrelative ~~under~~to the ~~supervision~~Nareit ofEquity Apartments Index with Multifamily Peer Ranking, 30% of each award is based on our ~~principal~~TSR ~~executive~~relative ~~and~~to ~~principal~~the ~~financial~~Nareit ~~officers~~Equity Apartments Index and ~~effected~~20% byof ~~our~~each ~~Board~~award ofis ~~Directors,~~based ~~management~~on ~~and~~AIR's ~~other~~TSR ~~personnel~~relative to ~~provide~~the ~~reasonable~~MSCI ~~assurance~~US ~~regarding~~REIT Index) over a three-year period from January 1, 2024, to December 31, 2026, with the ~~reliability~~number of ~~financial~~units ~~reporting~~or ~~and~~shares earned, if any, vesting 50% on the ~~preparation~~later of ~~financial~~the ~~statements~~third ~~for~~anniversary ~~external~~of ~~purposes~~the ingrant ~~accordance~~date ~~with~~or ~~generally~~the ~~accepted~~date ~~accounting~~on ~~principles~~which ~~and~~performance ~~includes~~is ~~those~~determined ~~policies~~(but no later than March 15, 2027), and ~~procedures~~50% ~~that:~~ on the fourth anniversary of the grant date.

•(3)The ~~pertain~~amounts in this column reflect the number of shares of time-based restricted stock granted pursuant to the ~~maintenance~~2024 LTI award, vesting 25% on each anniversary of ~~records~~the ~~that~~grant date. The number of shares of restricted stock was determined based on the five trading days up to and including the grant date, inor ~~reasonable~~$34.54 ~~detail~~for the January 1, ~~accurately~~2024, grant date for Messrs. Beldin, Kimmel, and ~~fairly~~Minix ~~reflect~~and ~~the~~Ms. ~~transactions~~Cohn and ~~dispositions~~$31.76 offor ~~assets;~~Mr. Kimmel's additional grant on March 17, 2024.

•(4)This ~~provide~~column ~~reasonable~~represents ~~assurance~~the ~~that~~aggregate ~~transactions~~grant ~~are~~date ~~recorded~~fair asvalue ~~necessary~~of toEquity ~~permit~~Awards ~~preparation~~in ofthe ~~financial~~year ~~statements~~granted computed in accordance with ~~generally~~FASB ~~accepted~~ASC ~~accounting~~Topic ~~principles~~718. For additional information on the valuation assumptions with respect to the grants reflected in this column, ~~and~~refer ~~that~~to ~~receipts~~Note ~~and~~2 ~~expenditures~~to ~~are~~the ~~being~~consolidated ~~made~~financial ~~only~~statements in ~~accordance~~Item ~~with~~8 ~~authorizations~~for discussion regarding share-based compensation for the year ended December 31, 2024. The amounts shown in this column include the grant date fair value of ~~our~~the ~~management~~performance-based ~~and~~restricted ~~directors;~~stock awards, and LTIP I Unit awards, as applicable, based on the probable outcome of the performance condition to which such awards are subject, which was calculated by a third-party consultant using a Monte Carlo valuation model in accordance with FASB ASC Topic 718.

• 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.

Management assessed the effectiveness of the Aimco Operating Partnership’s internal control over financial reporting as of December 31, 2014. 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, 2014, 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 2014 that has materially affected, or is reasonably likely to materially affect, the Aimco Operating Partnership’s internal control over financial reporting.

Table of ~~Contents~~Content

Report of Independent Registered Public Accounting Firm


	Metric and Valuation per Instrument
	LTIP I Units	Restricted Stock
Relative to Nareit Equity Apartments Index (30% Weighting)	$37.13	$37.03
Relative to MSCI US REIT Index (20% Weighting)	$38.37	$38.26
Relative to Nareit Equity Apartments Index with Multifamily Peer Ranking (50% Weighting) *The maximum payout is 300% if AIR's 3-yr TSR ranks 1st among its peers and the AIR Operating Partnership unitholders have received at least a 25% absolute TSR. Nothing will be paid on this portion of the LTI if the AIR Operating Partnership's TSR ranks last among its peers	$44.08	$43.75

The ~~Partners~~grant date fair value of the performance based LTIP I Unit award, assuming achievement at the maximum level of performance, is $12,500,227 for Mr. Considine. The grant date fair value of the performance-based restricted stock awards, assuming achievement at the maximum level of performance, is $1,251,269 for Mr. Beldin, $2,802,664 for Ms. Cohn, $700,763 for Mr. Minix, and $2,922,072 for Mr. Kimmel. Following the Merger, all restricted stock awards, whether vested or unvested, were cancelled and converted to cash.

~~AIMCO~~Outstanding ~~Properties,~~Equity ~~L.P.~~Awards at Fiscal Year-End 2024

WeAs ~~have~~of ~~audited~~December ~~AIMCO~~31, ~~Properties~~2024, ~~L.P.’s~~there ~~(the~~are ~~“Partnership”)~~no ~~internal~~outstanding ~~control~~Equity ~~over~~Awards ~~financial~~due ~~reporting~~to asthe ~~of December 31~~Merger, ~~2014,~~as ~~based~~all onrestricted ~~criteria~~stock ~~established~~and instock ~~Internal~~option ~~Control-Integrated~~awards, ~~Framework~~whether ~~(2013)~~vested ~~issued~~or byunvested ~~the~~were ~~Committee~~cancelled ofand ~~Sponsoring~~converted ~~Organizations~~to ofcash. ~~the~~In ~~Treadway~~connection ~~Commission~~with ~~(2013~~Mr. ~~Framework)~~Considine’s ~~(the~~decision ~~COSO~~to ~~criteria).~~resign, ~~The~~certain ~~Partnership’s~~LTIP ~~management~~units isheld ~~responsible~~by ~~for~~him ~~maintaining~~vested, ~~effective~~with ~~internal~~all ~~control~~remaining ~~over~~unvested ~~financial~~LTIP ~~reporting~~units being forfeited, ~~and~~resulting ~~for~~in ~~its~~the ~~assessment~~acceleration of ~~the~~share-based ~~effectiveness~~compensation. ofAll ~~internal~~vested ~~control~~LTIP ~~over~~I ~~financial~~units ~~reporting~~were ~~included~~converted ininto common OP Units during the ~~accompanying~~fourth ~~Management’s~~quarter ~~Report~~of on2024. ~~Internal~~As ~~Control~~of ~~Over~~December ~~Financial~~31, ~~Reporting.~~2024, ~~Our~~there ~~responsibility~~are is2,562,284 tovested ~~express~~LTIP anII ~~opinion~~units onoutstanding ~~the~~at ~~Partnership’s~~a ~~internal~~weighted-average ~~control~~grant ~~over~~date ~~financial~~fair ~~reporting~~value ~~based~~of on$9.81 ~~our~~per ~~audit~~unit.

WeOption ~~conducted~~Exercises ~~our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan~~ and ~~perform~~Stock ~~the~~Vested ~~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.2024

AThe ~~company’s~~following ~~internal~~table ~~control~~sets ~~over~~forth ~~financial~~certain ~~reporting~~information ~~is a process designed to provide reasonable assurance~~ regarding ~~the~~options ~~reliability of financial reporting~~ and ~~the~~stock ~~preparation~~awards ofexercised ~~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~~vested, ~~in reasonable detail~~respectively, ~~accurately~~during ~~and fairly reflect~~ the ~~transactions~~year ~~and~~ended ~~dispositions~~December of31, 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 principles2024, ~~and~~for ~~that receipts and expenditures of~~ the ~~company~~persons ~~are~~named ~~being made only~~ in ~~accordance with authorizations of management and directors of~~ the ~~company;~~Summary ~~and~~Compensation ~~(3)~~Table 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 statementsabove.

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.


	Option Awards		Stock Awards (1)
Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)(2)	Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)(3)
Terry Considine			2,855,692	(4)	72,461,392
Lisa R. Cohn	—	—	7,226		237,325
Keith M. Kimmel	—	—	5,029		165,153
Paul L. Beldin	—	—	2,206		72,487
Joshua Minix	—	—	—		—

In(1)Amounts ~~our~~reflected ~~opinion,~~in the ~~Partnership~~table ~~maintained,~~exclude incash ~~all~~consideration ~~material~~received ~~respects,~~pursuant ~~effective~~to ~~internal~~the ~~control~~terms ~~over~~of ~~financial~~the ~~reporting~~Merger asAgreement upon cancellation of ~~December 31,~~outstanding ~~2014~~Equity Awards, ~~based~~as onall ~~the~~restricted ~~COSO~~stock ~~criteria~~and stock option awards, in connection with Closing.

~~We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board~~ (~~United States~~2),Amounts reflect the ~~consolidated~~difference ~~balance~~between ~~sheets of~~ the ~~Partnership~~exercise asprice of ~~December 31, 2014 and 2013, and~~ the ~~related~~option ~~consolidated statements of operations, comprehensive income (loss), partners’ capital,~~ and ~~cash flows for each of~~ the ~~three~~market ~~years~~price inat the ~~period~~time ~~ended~~of ~~December 31, 2014, and our report dated February 26, 2015 expressed an unqualified opinion thereon~~exercise.

/(3)Amounts reflect the closing market price of AIR’s/ ~~ERNST~~Common &Stock ~~YOUNG~~on ~~LLP~~the day the equity instrument vested. The closing price was $33.08 on January 25, 2024, $33.16 on January 28, 2024, $32.92 on January 29, 2024, $32.69 on January 30, 2024, $33.03 on January 31, 2024, $32.80 on February 1, 2024, and $39.12 on June 28, 2024.

~~Denver~~(4)This is comprised of 293,408 ~~Colorado~~LTIP II Units. Had those LTIP II Units been converted on the date of vesting, the LTIP II Units value would have been $0.00; however, that amount does not reflect the value of having the ability to control the timing of conversion and the ultimate value that may be realized. Once vested and until the 10-year anniversary of the grant date, the LTIP II Units may be converted at the holder’s election into a number of OP Units determined based on a market value formula less the conversion price. In addition, all vested LTIP I units were converted into common OP Units during the fourth quarter of 2024. As of December 31, 2024, there are 2,562,284 vested LTIP II units outstanding at a weighted-average grant date fair value of $9.81 per unit.

~~February 26,~~Departure ~~2015~~of Mr. Considine

On October 2, 2024, Mr. Considine voluntarily stepped down as CEO of the Operating Partnership and as a director of the Board of AIR. In accordance with Mr. Considine’s employment agreement, he received a lump sum payment for the following amounts (i) payment, on January 7, 2025, of an amount equal to the sum of (x) three times Mr. Considine’s base salary of $800,000 plus (y) Mr. Considine’s target STI for 2024 of $2,200,000; (ii) payment, on or before November 29, 2024, of a pro-rata portion of Mr. Considine’s STI for 2024 in the amount of $2,569,370; (iii) continued medical coverage at the Operating Partnership’s expense of Mr. Considine and his spouse until 18 months following the

Table of ~~Contents~~Content

~~Item~~Separation 9BDate (iv) payment, on January 7, 2025, of an amount equal to $15,385 in consideration of Mr. ~~Other~~ ~~Information~~Considine’s release of certain claims.

~~None.~~Potential Payments Upon Termination or Change in Control

~~PART~~The ~~III~~NEOs are entitled to certain severance payments and benefits upon a qualifying termination of employment or, in the case of a change in control, double trigger accelerated vesting of Equity Awards in the event of a qualifying termination of employment that occurs within one year following a change in control. Severance payments are calculated differently for Mr. Beldin than for Ms. Cohn and Mr. Kimmel. The terms of these arrangements are described under “CD&A — Post-Employment Compensation and Employment and Severance Arrangements — Executive Employment Arrangements, Executive Severance Arrangements and Equity Award Agreements” above.

~~Item~~In ~~10.~~the ~~Directors~~table that follows, ~~Executive~~potential ~~Officers~~payments and ~~Corporate~~other ~~Governance~~ benefits payable upon termination of employment and change in control situations are set out as if the conditions for payments had occurred and/or the terminations took place on December 31, 2024. In setting out such payments and benefits, amounts that had already been earned as of the termination date are not shown. Also, benefits that are available to all full-time regular employees when their employment terminates are not shown. The amounts set forth below are estimates of the amounts that could be paid out to the NEOs upon their termination. The actual amounts to be paid out can only be determined at the time of such NEOs’ separation from AIR. The following table summarizes the potential payments under various scenarios if they had occurred on December 31, 2024.

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 2015 annual meeting of stockholders and is incorporated herein by reference.


	Value of Accelerated Stock and Stock Options ($)(1)					Severance ($)
Name	Change in Control Only	Double Trigger Change in Control	Death or Disability	Termination Without Cause	Termination For Good Reason	Death	Disability		Termination Without Cause		Termination For Good Reason		Termination Without Cause or For Good Reason in Connection with a Change in Control		Non- Competition Payments ($)(2)
Lisa R. Cohn	—	—	—	—	—	—	3,184,113	(3)	1,434,113	(4)	1,434,113	(4)	1,434,113	(4)	—
Keith M. Kimmel	—	—	—	—

Filing Compare · Apartment Income REIT, L.P.