Camden Property Trust 2010 10-K Annual Report

10-K 1 c12701e10vk.htm FORM 10-K

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended December 31, 2010

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: 1-12110

CAMDEN PROPERTY TRUST

(Exact name of registrant as specified in its charter)

Texas (State or other jurisdiction of incorporation or organization)		76-6088377 (I.R.S. Employer Identification No.)

3 Greenway Plaza, Suite 1300 Houston, Texas (Address of principal executive offices)		77046 (Zip Code)

Registrant’s telephone number, including area code: (713) 354-2500

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

Title of each class		Name of each exchange on which registered
Common Shares of Beneficial Interest, $.01 par value		New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

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

Indicate by check mark whether 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 þ 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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o

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

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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (check one):

Large accelerated filer þ		Accelerated filer o		Non-accelerated filer o		Smaller reporting company o
				(Do not check if a smaller reporting company)

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

The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant was $2,690,865,073 based on a June 30, 2010 share price of $40.85.

On February 17, 2011, 69,780,732 common shares of the registrant were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s Proxy Statement in connection with its Annual Meeting of Shareholders to be held May 11, 2011 are incorporated by reference in Part III.

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		Page
PART I
Item 1. Business			1
Item 1A. Risk Factors			3
Item 1B. Unresolved Staff Comments			10
Item 2. Properties			10
Item 3. Legal Proceedings			14
Item 4. Reserved			14
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities			15
Item 6. Selected Financial Data			17
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations			18
Item 7A. Quantitative and Qualitative Disclosures About Market Risk			35
Item 8. Financial Statements and Supplementary Data			36
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure			36
Item 9A. Controls and Procedures			36
Item 9B. Other Information			39
PART III
Item 10. Directors, Executive Officers and Corporate Governance			39
Item 11. Executive Compensation			39
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			39
Item 13. Certain Relationships and Related Transactions, and Director Independence			39
Item 14. Principal Accounting Fees and Services			39
PART IV
Item 15. Exhibits and Financial Statement Schedules			40
SIGNATURES			47
Exhibit 12.1
Exhibit 21.1
Exhibit 23.1
Exhibit 24.1
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

ii

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PART I

General Development of Business

Formed on May 25, 1993, Camden Property Trust, a Texas real estate investment trust (“REIT”), is engaged in the ownership, management, development, acquisition, and construction of multifamily apartment communities. Unless the context requires otherwise, “we,” “our,” “us,” and the “Company” refer to Camden Property Trust and its consolidated subsidiaries. Our multifamily apartment communities are referred to as “communities,” “multifamily communities,” “properties,” or “multifamily properties” in the following discussion.

Our executive offices are located at 3 Greenway Plaza, Suite 1300, Houston, Texas 77046 and our telephone number is (713) 354-2500. Our website is located at www.camdenliving.com. On our website we make available free of charge our annual, quarterly, and current reports, and amendments to such reports, filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission (the “SEC”). We also make available, free of charge on our website, our Guidelines on Governance, Code of Business Conduct and Ethics, Code of Ethical Conduct for Senior Financial Officers, and the charters of each of our Audit, Compensation, Nominating, and Corporate Governance Committees.

Our annual, quarterly, and current reports, proxy statements, and other information are electronically filed with the SEC. You may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. Please contact the SEC at 1-800-SEC-0330 for further information about the operation of the SEC’s Public Reference Room. The SEC also maintains a website at www.sec.gov which contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

Financial Information about Segments

We are primarily engaged in the ownership, management, development, acquisition, and construction of multifamily apartment communities. As each of our communities has similar economic characteristics, residents, amenities, and services, our operations have been aggregated into one reportable segment. See our consolidated financial statements and notes included thereto in Item 15 of this Annual Report on Form 10-K for certain information required by Item 1.

Narrative Description of Business

As of December 31, 2010, we owned interests in, operated, or were developing 188 multifamily properties comprising 63,923 apartment homes across the United States. Of these 188 properties, two properties were under development and when completed will consist of a total of 607 apartment homes. In addition, we own land parcels we may develop into multifamily apartment communities.

Operating Strategy

We believe producing consistent earnings growth through property operations, development and acquisitions, achieving market balance, and recycling capital are crucial factors to our success. We rely heavily on our sophisticated property management capabilities and innovative operating strategies to help us maximize the earnings potential of our communities.

Real Estate Investments and Market Balance. We believe we are well positioned in our current markets and have the expertise to take advantage of new opportunities as they arise. These capabilities, combined with what we believe is a conservative financial structure, should allow us to concentrate our growth efforts toward selective opportunities to enhance our strategy of having a geographically diverse portfolio of assets which meet the requirements of our residents.

We continue to operate in our core markets which we believe provides an advantage due to economies of scale. We believe, where possible, it is best to operate with a strong base of properties in order to benefit from the personnel allocation and the market strength associated with managing several properties in the same market. However, consistent with our goal of generating sustained earnings growth, we intend to selectively dispose of properties and redeploy capital for various strategic reasons, including if we determine a property cannot meet long-term earnings growth expectations.

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Subject to market conditions, we intend to continue to look for opportunities to develop and acquire existing communities through our discretionary investment funds (the “Funds”), expand our development pipeline, and complete selective dispositions.

We intend to continue to focus on strengthening our capital and liquidity positions by generating positive cash flows from operations, reducing outstanding debt and leverage ratios, and controlling overhead costs. We intend to meet our liquidity requirements through available cash balances, cash flows generated from operations, draws on our unsecured credit facility, proceeds from property dispositions and secured mortgage notes, and the use of debt and equity offerings under our automatic shelf registration statement.

Sophisticated Property Management. We believe the depth of our organization enables us to deliver quality services, promote resident satisfaction, and retain residents, thereby reducing operating expenses. We manage our properties utilizing a staff of professionals and support personnel, including certified property managers, experienced apartment managers and leasing agents, and trained apartment maintenance technicians. Our on-site personnel are trained to deliver high quality services to our residents. We strive to motivate our on-site employees through incentive compensation arrangements based upon property operational results, rental rate increases, and level of lease renewals achieved.

Operations. We believe an intense focus on operations is necessary to realize consistent, sustained earnings growth. Ensuring resident satisfaction, increasing rents as market conditions allow, maximizing rent collections, maintaining property occupancy at optimal levels, and controlling operating costs comprise our principal strategies to maximize property financial results. We believe our web-based property management and revenue management systems strengthen on-site operations and allow us to quickly adjust rental rates as local market conditions change. Lease terms are generally staggered based on vacancy exposure by apartment type so lease expirations are matched to each property’s seasonal rental patterns. We generally offer leases ranging from six to fifteen months with individual property marketing plans structured to respond to local market conditions. In addition, we conduct ongoing customer service surveys to ensure timely response to residents’ changing needs and a high level of satisfaction.

Investments in Joint Ventures. We have entered into, and may continue in the future to enter into, joint ventures through which we own an indirect economic interest of less than 100% of the community or communities owned directly by the joint venture. See Note 8, “Investments in Joint Ventures,” and Note 14, “Commitments and Contingencies,” of the Notes to Consolidated Financial Statements for further discussion of our investments in joint ventures.

Competition

There are numerous housing alternatives which compete with our communities in attracting residents. Our properties compete directly with other multifamily properties as well as with condominiums and single-family homes which are available for rent or purchase in the markets in which our communities are located. This competitive environment could have a material adverse effect on our ability to lease apartment homes at our present communities or any newly developed or acquired community, as well as on the rents charged.

Employees

At December 31, 2010, we had approximately 1,750 employees, including executive, administrative, and community personnel.

Qualification as a Real Estate Investment Trust

As of December 31, 2010, we met the qualification of a REIT under Sections 856-860 of the Internal Revenue Code of 1986, as amended (the “Code”). As a result, we, with the exception of our taxable REIT subsidiaries, will not be subject to federal income tax to the extent we continue to meet certain requirements of the Code.

In addition to the other information contained in this Form 10-K, the following risk factors should be considered carefully in evaluating our business. Our business, financial condition, or results of operations could be materially adversely affected by any of these risks. Additional risks not presently known to us, or which we currently consider immaterial, may also impair our business and operations.

Risks Associated with Real Estate, Real Estate Capital, and Credit Markets

Volatility in capital and credit markets, or other unfavorable changes in economic conditions could adversely impact us.

The capital and credit markets experienced volatility and disruption particularly in the latter half of 2008 through the first quarter of 2010. This caused the spreads on prospective debt financings to fluctuate and made it more difficult to borrow money. In the event of renewed market disruption and volatility, we may not be able to obtain new debt financing or refinance our existing debt on favorable terms or at all, which would adversely affect our liquidity, our ability to make distributions to shareholders, acquire and dispose of assets and continue our development pipeline. Other weakened economic conditions, including job losses and high unemployment rates have adversely affected rental rates and occupancy levels. Unfavorable changes in economic conditions may have a material adverse impact on our cash flows and operating results.

Additional key economic risks which may affect conditions in the markets in which we operate include the following:

	•		local conditions, such as an oversupply of apartments or other housing available for rent, or a reduction in demand for apartments in the area;

	•		declines in the financial condition of our tenants, which may make it more difficult for us to collect rents from some tenants;

	•		changes in market rental rates;

	•		declines in mortgage interest rates and home pricing, making alternative housing more affordable;

	•		government or builder incentives which enable home buyers to put little or no money down, making alternative housing options more attractive;

	•		regional economic downturns which simultaneously affect one or more of our geographical markets; and

	•		increased operating costs, if these costs cannot be passed through to residents.

Short-term leases expose us to the effects of declining market rents.

Substantially all of our apartment leases are for a term of fifteen months or less. As these leases generally permit the residents to leave at the end of the lease term without penalty, our rental revenues are impacted by declines in market rents more quickly than if our leases were for longer terms.

We face risks associated with land holdings and related activities.

We hold land for future development and may in the future acquire additional land holdings. The risks inherent in purchasing, owning, and developing land increase as demand for apartments, or rental rates, decrease. Real estate markets are highly uncertain and, as a result, the value of undeveloped land has fluctuated significantly and may continue to fluctuate. In addition, carrying costs can be significant and can result in losses or reduced profitability. As a result, we hold certain land, and may in the future acquire additional land, in our development pipeline at a cost we may not be able to fully recover or at a cost which precludes our developing a profitable multifamily community. Given the uncertainty and volatility of the current economic environment, there is less market information available to us to utilize in estimating the fair value of our holdings; if additional market information becomes available in future periods which impacts our estimates of fair value, we may be required to take future impairment charges.

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Difficulties of selling real estate could limit our flexibility.

We intend to continue to evaluate the potential disposition of assets which may no longer meet our objectives. When we decide to sell an asset, we may encounter difficulty in finding buyers in a timely manner as real estate investments generally cannot be disposed of quickly, especially when market conditions are poor. These factors may limit our ability to vary our portfolio promptly in response to changes in economic or other conditions and may also limit our ability to utilize sales proceeds as a source of liquidity, which would adversely affect our ability to make distributions to shareholders or repay debt. In addition, the provisions of the Code relating to REITs limit our ability to earn a gain on the sale of property (unless we own the property through a subsidiary which will incur a taxable gain upon sale) if we have held the property less than two years, and this limitation may affect our ability to sell properties without adversely affecting returns to shareholders.

We could be negatively impacted by the condition of Fannie Mae or Freddie Mac.

Fannie Mae and Freddie Mac are a major source of financing for secured multifamily real estate. We and other multifamily companies depend heavily on Fannie Mae and Freddie Mac to finance growth by purchasing or guaranteeing apartment loans. In February 2011, the Obama administration released a report proposing Fannie Mae and Freddie Mac be gradually eliminated. The report proposed three possible courses for long-term reform of housing finance. A final decision by the government to eliminate Fannie Mae or Freddie Mac or reduce their acquisitions or guarantees of apartment loans may adversely affect interest rates, capital availability, and the development of multifamily communities.

Compliance or failure to comply with laws requiring access to our properties by disabled persons could result in substantial cost.

The Americans with Disabilities Act (“ADA”), the Fair Housing Amendments Act of 1988 (“FHAA”), and other federal, state, and local laws, rules, and regulations generally require public accommodations and apartment homes be made accessible to disabled persons. Noncompliance could result in the imposition of fines by the government or the award of damages to private litigants. These laws may require us to modify our existing properties. These laws may also restrict renovations by requiring improved access to such buildings by disabled persons or may require us to add other structural features which increase our construction costs. Legislation or regulations adopted in the future may impose further costs and obligations or restrictions on us with respect to improved access by disabled persons. We may incur unanticipated expenses which may be material to our financial condition or results of operations to comply with ADA, FHAA, and other federal, state, and local laws, or in connection with lawsuits brought by the government or private litigants.

Competition could limit our ability to lease apartments or increase or maintain rental income.

There are numerous housing alternatives which compete with our properties in attracting residents. Our properties compete directly with other multifamily properties as well as condominiums and single family homes which are available for rent or purchase in the markets in which our properties are located. This competitive environment could have a material adverse effect on our ability to lease apartment homes at our present properties or any newly developed or acquired property, as well as on the rents charged.

Risks Associated with Our Operations

Development and construction risks could impact our profitability.

We intend to continue to develop and construct multifamily apartment communities for our portfolio, and expect higher levels of development activity in 2011 as compared to recent years. Our development and construction activities may be exposed to a number of risks which may increase our construction costs and decrease our profitability including the following:

	•		inability to obtain, or delays in obtaining, necessary zoning, land-use, building, occupancy, and other required permits and authorizations;

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	•		increased materials, labor, problems with subcontractors, or other costs due to errors and omissions which occur in the design or construction process;

	•		inability to obtain financing with favorable terms for the development of a community;

	•		inability to complete construction and lease-up of a community on schedule;

	•		the expected occupancy and rental rates may differ from the actual results;

	•		incurring costs related to the abandonment of development opportunities which we have pursued and subsequently deemed unfeasible; and

	•		inability to successfully implement our development and construction strategy could adversely affect our results of operations and our ability to satisfy our financial obligations and pay distributions to shareholders.

One of our wholly-owned subsidiaries is engaged in the business of providing general contracting services under construction contracts entered into between it and third-parties (including nonconsolidated subsidiaries). The terms of those construction contracts generally require this subsidiary to estimate the time and costs to complete a project, and to assume the risk the time and costs associated with its performance may be greater than anticipated. As a result, profitability on those contracts is dependent on the ability to accurately predict such factors. The time and costs necessary to complete a project may be affected by a variety of factors, including those listed above, many of which are beyond this subsidiary’s control. In addition, the terms of those contracts generally require this subsidiary to warrant its work for a period of time during which it may be required to repair, replace, or rebuild defective work. Further, additional trailing liabilities, based on various legal theories such as claims of negligent construction, may result from such projects, and these trailing liabilities may go on for a number of years depending on the length of the statutes of repose in various jurisdictions.

Our acquisition strategy may not produce the cash flows expected.

Subject to the requirements of the Funds, we may acquire additional operating properties on a select basis. Our acquisition activities are subject to a number of risks, including the following:

	•		we may not be able to successfully integrate acquired properties into our existing operations;

	•		our estimates of the costs, if any, of repositioning or redeveloping the acquired property may prove inaccurate;

	•		the expected occupancy and rental rates may differ from the actual results; and

	•		we may not be able to obtain adequate financing.

With respect to acquisitions of operating companies, we may not be able to identify suitable candidates on terms acceptable to us or may not achieve expected returns and other benefits as a result of integration challenges, such as personnel and technology.

Competition could adversely affect our ability to acquire properties.

We expect other real estate investors, including insurance companies, pension and investment funds, private investors, and other apartment REITs, will compete with us to acquire additional operating properties. This competition could increase prices for the type of properties we would likely pursue and adversely affect our ability to acquire these properties or the profitability of such properties upon acquisition.

Losses from catastrophes may exceed our insurance coverage.

We carry comprehensive property and liability insurance on our properties, which we believe is of the type and amount customarily obtained on similar real property assets by similar types of owners. We intend to obtain similar coverage for properties we acquire or develop in the future. However, some losses, generally of a catastrophic nature such as losses from floods, hurricanes, or earthquakes, may be subject to coverage limitations. We exercise our discretion in determining amounts, coverage limits, and deductible provisions of insurance to maintain appropriate insurance on our investments at a reasonable cost and on suitable terms. If we suffer a substantial loss, our insurance coverage may not be sufficient to pay the full current market value or current replacement value of our lost investment, as well as the anticipated future revenues from the property. Inflation, changes in building codes and ordinances, environmental considerations, and other factors also may reduce the feasibility of using insurance proceeds to replace a property after it has been damaged or destroyed.

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Investments through joint ventures involve risks not present in investments in which we are the sole investor.

We have invested and may continue to invest as a joint venture partner in joint ventures. These investments involve risks, including the possibility the other joint venture partner may have business goals which are inconsistent with ours, be in a position to take action or withhold consent contrary to our requests, or become insolvent and require us to assume and fulfill the joint venture’s financial obligations. We and our joint venture partner may each have the right to initiate a buy-sell arrangement, which could cause us to sell our interest, or acquire our joint venture partner’s interest, at a time when we otherwise would not have entered into such a transaction. Each joint venture agreement is individually negotiated, and our ability to operate, finance, and/or dispose of a community in our sole discretion may be limited to varying degrees depending on the terms of the joint venture agreement.

We face risks associated with investments in and management of discretionary funds.

We have formed the Funds which, through wholly-owned subsidiaries, we manage as the general partner and advisor. We have committed to invest 20% of the total equity interest in each of the Funds, up to $75 million in the aggregate; each of the Funds has total capital commitments of $187.5 million or $375 million in the aggregate. There are risks associated with the investment in and management of the Funds, including the following:

	•		investors in the Funds may fail to make their capital contributions when due and, as a result, the Funds may be unable to execute their investment objectives;

	•		the general partner of the Funds, our wholly-owned subsidiary, has unlimited liability for the third-party debts, obligations, and liabilities of the Funds pursuant to partnership law;

	•		investors in the Funds (other than us), by majority vote, may remove our subsidiary as the general partner of the Funds with or without cause and the Funds’ advisory boards, by a majority vote of their members, may remove our subsidiary as the general partner of the Funds at any time for cause;

	•		while we have broad discretion to manage the Funds and make investment decisions on behalf of the Funds, the investors or the advisory boards must approve certain matters, and as a result we may be unable to cause the Funds to make certain investments or implement certain decisions we consider beneficial;

	•		we are permitted to acquire land and develop communities outside of the Funds, but are generally prohibited from acquiring fully developed multifamily properties outside of the Funds until the earlier of (i) April 8, 2012, or (ii) such time as 90% of the Funds’ committed capital is invested, subject to certain exceptions;

	•		our ability to redeem all or a portion of our investments in the Funds is subject to significant restrictions; and

	•		we may be liable if the Funds fail to comply with various tax or other regulatory matters.

We depend on our key personnel.

Our success depends in part on our ability to attract and retain the services of executive officers and other personnel. There is substantial competition for qualified personnel in the real estate industry, and the loss of several of our key personnel could have an adverse effect on us.

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Changes in litigation risks could affect our business.

As a large publicly-traded owner of multifamily properties, we may become involved in legal proceedings, including consumer, employment, tort, or commercial litigation, which if decided adversely to or settled by us, could result in liability which is material to our financial condition or results of operations.

Tax matters, including failure to qualify as a REIT, could have adverse consequences.

We may not continue to qualify as a REIT in the future. The Internal Revenue Service may challenge our qualification as a REIT for prior years and new legislation, regulations, administrative interpretations, or court decisions may change the tax laws or the application of the tax laws with respect to qualification as a REIT or the federal tax consequences of such qualification.

For any taxable year we fail to qualify as a REIT and do not qualify under statutory relief provisions:

	•		we would be subject to federal income tax on our taxable income at regular corporate rates, including any applicable alternative minimum tax;

	•		we would be disqualified from treatment as a REIT for the four taxable years following the year in which we failed to qualify, thereby reducing our net earnings available for operations, including any distributions to shareholders, as we would be required to pay significant income taxes for the year or years involved; and

	•		our ability to expand our business and raise capital would be impaired, which may adversely affect the value of our common shares.

We may face other tax liabilities in the future which may impact our cash flow. These potential tax liabilities may be calculated on our income or property values at either the corporate or individual property levels. Any additional tax expense incurred would decrease the cash available for distribution to our shareholders.

Risks Associated with Our Indebtedness and Financing

Insufficient cash flows could limit our ability to make required payments for debt obligations or pay distributions to shareholders.

Substantially all of our income is derived from rental and other income from our multifamily communities. As a result, our performance depends in large part on our ability to collect rent from residents, which could be negatively affected by a number of factors, including the following:

	•		delay in resident lease commencements;

	•		decline in occupancy;

	•		failure of residents to make rental payments when due;

	•		the attractiveness of our properties to residents and potential residents;

	•		our ability to adequately manage and maintain our communities;

	•		competition from other available apartments and housing alternatives; and

	•		changes in market rents.

Cash flow could be insufficient to meet required payments of principal and interest with respect to debt financing. In order for us to continue to qualify as a REIT we must meet a number of organizational and operational requirements, including a requirement to distribute annual dividends to our shareholders equal to a minimum of 90% of our REIT taxable income, computed without regard to the dividends paid deduction and our net capital gains. This requirement limits the cash flow available to meet required principal payments on our debt.

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We have significant debt, which could have important adverse consequences.

As of December 31, 2010, we had outstanding debt of approximately $2.6 billion. This indebtedness could have important consequences, including:

	•		if a property is mortgaged to secure payment of indebtedness, and if we are unable to meet our mortgage obligations, we could sustain a loss as a result of foreclosure on the mortgaged property;

	•		our vulnerability to general adverse economic and industry conditions is increased; and

	•		our flexibility in planning for, or reacting to, changes in business and industry is limited.

The mortgages on our properties subject to secured debt, our unsecured credit facility, and the indentures under which our unsecured debt was issued contain customary restrictions, requirements, and other limitations, as well as certain financial and operating covenants including maintenance of certain financial ratios. Maintaining compliance with these provisions could limit our financial flexibility. A default in these provisions, if uncured, could require us to repay the indebtedness before the scheduled maturity date, which could adversely affect our liquidity and increase our financing costs.

We may be unable to renew, repay, or refinance our outstanding debt.

We are subject to the risk that indebtedness on our properties or our unsecured indebtedness will not be renewed, repaid, or refinanced when due or the terms of any renewal or refinancing will not be as favorable as the existing terms of such indebtedness. If we are unable to refinance our indebtedness on acceptable terms, or at all, we might be forced to dispose of one or more of the properties on disadvantageous terms, which might result in losses to us. Such losses could have a material adverse effect on us and our ability to make distributions to our shareholders and pay amounts due on our debt. Furthermore, if a property is mortgaged to secure payment of indebtedness and we are unable to meet mortgage payments, the mortgagee could foreclose on the property, appoint a receiver and exercise rights under an assignment of rents and leases, or pursue other remedies, all with a consequent loss of our revenues and asset value. Foreclosures could also create taxable income without accompanying cash proceeds, thereby hindering our ability to meet the REIT distribution requirements of the Code.

Variable rate debt is subject to interest rate risk.

We have mortgage debt with varying interest rates dependent upon various market indexes. In addition, we have a revolving credit facility bearing interest at a variable rate on all amounts drawn on the facility. We may incur additional variable rate debt in the future. Increases in interest rates on variable rate debt would increase our interest expense, unless we make arrangements which hedge the risk of rising interest rates, which would adversely affect net income and cash available for payment of our debt obligations and distributions to shareholders.

We may incur losses on interest rate hedging arrangements.

Historically, we have entered into agreements to reduce the risks associated with changes in interest rates, and we may continue to do so in the future. Although these agreements may partially protect against rising interest rates, they may also reduce the benefits to us if interest rates decline. If a hedging arrangement is not indexed to the same rate as the indebtedness which is hedged, we may be exposed to losses to the extent which the rate governing the indebtedness and the rate governing the hedging arrangement change independently of each other. Additionally, nonperformance by the other party to the hedging arrangement may subject us to increased credit risks.

Issuances of additional debt may adversely impact our financial condition.

Our capital requirements depend on numerous factors, including the rental and occupancy rates of our apartment properties, dividend payment rates to our shareholders, development and capital expenditures, costs of operations, and potential acquisitions. If our capital requirements vary materially from our plans, we may require additional financing earlier than anticipated. If we issue more debt, we could become more leveraged, resulting in increased risk of default on our obligations and an increase in our debt service requirements, both of which could adversely affect our financial condition and ability to access debt and equity capital markets in the future.

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Failure to maintain our current credit ratings could adversely affect our cost of funds, related margins, liquidity, and access to capital markets.

Moody’s and Standard & Poor’s, the major debt rating agencies, routinely evaluate our debt and have given us ratings of Baa1 and BBB, respectively, with stable outlooks, on our senior unsecured debt. These ratings are based on a number of factors, which include their assessment of our financial strength, liquidity, capital structure, asset quality, and sustainability of cash flow and earnings. Due to changes in market conditions, we may not be able to maintain our current credit ratings, which could adversely affect our cost of funds and related margins, liquidity, and access to capital markets.

Risks Associated with Our Shares

Share ownership limits and our ability to issue additional equity securities may prevent takeovers beneficial to shareholders.

For us to maintain our qualification as a REIT, we must have 100 or more shareholders during the year and not more than 50% in value of our outstanding shares may be owned, directly or indirectly, by five or fewer individuals. As defined for federal income tax purposes, the term “individuals” includes a number of specified entities. To minimize the possibility of us failing to qualify as a REIT under this test, our declaration of trust includes restrictions on transfers of our shares and ownership limits. The ownership limits, as well as our ability to issue other classes of equity securities, may delay, defer, or prevent a change in control. These provisions may also deter tender offers for our common shares which may be attractive to you or limit your opportunity to receive a premium for your shares which might otherwise exist if a third party were attempting to effect a change in control transaction.

Our share price will fluctuate.

The market price and trading volume of our common shares are subject to fluctuation due to general market conditions, the risks discussed in this report and other matters, including the following:

	•		operating results which vary from the expectations of securities analysts and investors;

	•		investor interest in our property portfolio;

	•		the reputation and performance of REITs;

	•		the attractiveness of REITs as compared to other investment vehicles;

	•		the results of our financial condition and operations;

	•		the perception of our growth and earnings potential;

	•		dividend payment rates;

	•		increases in market interest rates, which may lead purchasers of our common shares to demand a higher yield; and

	•		changes in financial markets and national economic and general market conditions.

The form, timing and/or amount of dividend distributions in future periods may vary and be impacted by economic and other considerations.

The form, timing and/or amount of dividend distributions will be declared at the discretion of our Board of Trust Managers and will depend on actual cash from operations, our financial condition, capital requirements, the annual distribution requirements under the REIT provisions of the Code and other factors as the Board of Trust Managers may consider relevant. The Board of Trust Managers may modify the form, timing and/or amount of dividends from time to time.

Table of Contents

None.

The Properties

Our properties typically consist of mid-rise buildings or two and three story buildings in a landscaped setting and provide residents with a variety of amenities. Most of the properties have one or more swimming pools and a clubhouse and many have whirlpool spas, weight room facilities, and controlled-access gates. Many of the apartment homes offer additional features such as fireplaces, vaulted ceilings, microwave ovens, covered parking, icemakers, washers and dryers, and ceiling fans.

Operating Properties (including properties held through unconsolidated joint ventures)

The 186 operating properties in which we owned interests and operated at December 31, 2010 averaged 922 square feet of living area per apartment home. For the year ended December 31, 2010, no single operating property accounted for greater than 1.6% of our total revenues. Our operating properties had a weighted average occupancy rate of approximately 93.3% for each of the years ended December 31, 2010 and 2009, and an average annual rental revenue per apartment home of $928 and $946 for the years ended December 31, 2010 and 2009, respectively. Resident lease terms generally range from six to fifteen months. One hundred and fifty-nine of our operating properties have over 200 apartment homes, with the largest having 904 apartment homes. Our operating properties have an average age of 11 years (calculated on the basis of investment dollars). Our operating properties were constructed and placed in service as follows:

Year Placed in Service		Number of Operating Properties
2006-2010			25
2001-2005			28
1996-2000			57
1991-1995			19
1986-1990			38
Prior to 1985			19

Property Table

The following table sets forth information with respect to our 186 operating properties at December 31, 2010:

		OPERATING PROPERTIES
																		2010 Average
		Year Placed				Average Apartment				Number of				2010 Average				Monthly Rental Rate
Property and Location		In Service				Size (Sq. Ft.)				Apartments				Occupancy (1)				per Apartment
ARIZONA
Phoenix
Camden Copper Square			2000				786				332				92.5	%		$	749
Camden Fountain Palms (7)			1986/1996				1,050				192				89.6				657
Camden Legacy			1996				1,067				428				94.1				834
Camden Pecos Ranch (7)			2001				924				272				94.5				737
Camden San Paloma			1993/1994				1,042				324				94.2				866
Camden Sierra (7)			1997				925				288				90.3				639
Camden Towne Center (7)			1998				871				240				91.8				657
Camden Vista Valley			1986				923				357				90.1				601
CALIFORNIA
Los Angeles/Orange County
Camden Crown Valley			2001				1,009				380				93.8				1,501
Camden Harbor View			2004				975				538				94.2				1,852

Table of Contents

		OPERATING PROPERTIES
																		2010 Average
		Year Placed				Average Apartment				Number of				2010 Average				Monthly Rental Rate
Property and Location		In Service				Size (Sq. Ft.)				Apartments				Occupancy (1)				per Apartment
Camden Main & Jamboree (12)			2008				1,011				290				94.0	%		$	1,787
Camden Martinique			1986				794				714				92.3				1,242
Camden Parkside (7)			1972				836				421				93.5				1,168
Camden Sea Palms			1990				891				138				94.4				1,427
San Diego/Inland Empire
Camden Old Creek			2007				1,037				350				93.9				1,515
Camden Sierra at Otay Ranch			2003				962				422				93.2				1,472
Camden Tuscany			2003				896				160				93.7				1,801
Camden Vineyards			2002				1,053				264				91.5				1,191
COLORADO
Denver
Camden Caley			2000				925				218				96.2				852
Camden Centennial			1985				744				276				94.0				658
Camden Denver West (8)			1997				1,015				320				93.8				1,036
Camden Highlands Ridge			1996				1,149				342				94.7				1,081
Camden Interlocken			1999				1,022				340				95.7				1,075
Camden Lakeway			1997				932				451				92.9				877
Camden Pinnacle			1985				748				224				93.8				672
WASHINGTON DC METRO
Camden Ashburn Farms			2000				1,062				162				96.7				1,318
Camden Clearbrook			2007				1,048				297				95.5				1,210
Camden College Park (12)			2008				942				508				94.6				1,514
Camden Dulles Station (3)			2009				984				366				96.2				1,466
Camden Fair Lakes			1999				1,056				530				95.8				1,473
Camden Fairfax Corner			2006				934				488				95.9				1,521
Camden Fallsgrove			2004				996				268				96.7				1,515
Camden Grand Parc			2002				674				105				96.5				2,267
Camden Lansdowne			2002				1,006				690				96.2				1,246
Camden Largo Town Center			2000/2007				1,027				245				93.7				1,508
Camden Monument Place			2007				856				368				94.9				1,395
Camden Potomac Yard			2008				835				378				94.3				1,812
Camden Roosevelt			2003				856				198				97.9				2,248
Camden Russett			2000				992				426				93.9				1,331
Camden Silo Creek			2004				975				284				97.2				1,257
Camden Summerfield			2008				957				291				92.1				1,512
FLORIDA
Southeast Florida
Camden Aventura			1995				1,108				379				94.7				1,313
Camden Brickell			2003				937				405				97.2				1,342
Camden Doral			1999				1,120				260				95.4				1,426
Camden Doral Villas			2000				1,253				232				96.3				1,536
Camden Las Olas			2004				1,043				420				94.0				1,505
Camden Plantation			1997				1,201				502				94.7				1,235
Camden Portofino			1995				1,112				322				94.6				1,265
Orlando
Camden Club			1986				1,077				436				93.5				810
Camden Hunter’s Creek			2000				1,075				270				94.0				911
Camden Lago Vista			2005				955				366				93.8				844
Camden Landings			1983				748				220				93.1				638
Camden Lee Vista			2000				937				492				93.7				802
Camden Orange Court			2008				812				261				93.9				1,032
Camden Renaissance			1996/1998				899				578				92.5				747
Camden Reserve			1990/1991				824				526				92.8				684
Camden World Gateway			2000				979				408				94.3				879
Tampa/St. Petersburg
Camden Bay			1997/2001				943				760				94.5				788
Camden Bay Pointe			1984				771				368				92.7				642
Camden Bayside			1987/1989				748				832				93.7				687
Camden Citrus Park			1985				704				247				93.4				628
Camden Lakes			1982/1983				732				688				92.3				633
Camden Lakeside			1986				729				228				91.4				702
Camden Live Oaks			1990				1,093				770				93.3				758

Table of Contents

		OPERATING PROPERTIES
																		2010 Average
		Year Placed				Average Apartment				Number of				2010 Average				Monthly Rental Rate
Property and Location		In Service				Size (Sq. Ft.)				Apartments				Occupancy (1)				per Apartment
Camden Preserve			1996				942				276				94.4	%		$	952
Camden Providence Lakes			1996				1,024				260				92.8				850
Camden Royal Palms			2006				1,017				352				93.2				899
Camden Westshore			1986				728				278				94.9				771
Camden Woods			1986				1,223				444				94.2				776
GEORGIA
Atlanta
Camden Brookwood			2002				912				359				94.5				906
Camden Dunwoody			1997				1,007				324				95.5				832
Camden Deerfield			2000				1,187				292				93.7				875
Camden Ivy Hall (2) (6) (14)			2010				1,181				110			Lease-Up					1,682
Camden Midtown Atlanta			2001				935				296				92.1				924
Camden Peachtree City			2001				1,027				399				93.6				829
Camden River			1997				1,103				352				94.1				820
Camden Shiloh			1999/2002				1,143				232				93.0				797
Camden St. Clair			1997				999				336				94.4				852
Camden Stockbridge			2003				1,009				304				91.7				726
Camden Sweetwater			2000				1,151				308				91.4				697
KENTUCKY
Louisville
Camden Brookside (9)			1987				732				224				94.7				663
Camden Meadows (9)			1987/1990				746				400				95.1				671
Camden Oxmoor (9)			2000				903				432				95.6				811
Camden Prospect Park (9)			1990				916				138				95.4				753
MISSOURI
Kansas City
Camden Passage (9)			1989/1997				834				596				92.9				643
St. Louis
Camden Cedar Lakes (9)			1986				852				420				92.5				612
Camden Cove West (9)			1990				828				276				94.9				818
Camden Cross Creek (9)			1973/1980				947				591				93.9				737
Camden Westchase (9)			1986				945				160				96.4				841
NEVADA
Las Vegas
Camden Bel Air			1988/1995				943				528				93.1				743
Camden Breeze			1989				846				320				92.9				733
Camden Canyon			1995				987				200				94.0				867
Camden Commons			1988				936				376				91.9				758
Camden Cove			1990				898				124				92.1				739
Camden Del Mar			1995				986				560				94.4				895
Camden Fairways			1989				896				320				94.5				879
Camden Hills			1991				439				184				89.3				529
Camden Legends			1994				792				113				91.0				823
Camden Palisades			1991				905				624				91.9				747
Camden Pines (7)			1997				982				315				93.8				797
Camden Pointe			1996				983				252				92.0				758
Camden Summit (7)			1995				1,187				234				94.0				1,094
Camden Tiara (7)			1996				1,043				400				92.7				856
Camden Vintage			1994				978				368				90.2				731
Oasis Bay (10)			1990				876				128				95.8				764
Oasis Crossings (10)			1996				983				72				92.0				782
Oasis Emerald (10)			1988				873				132				91.4				659
Oasis Gateway (10)			1997				1,146				360				92.7				803
Oasis Island (10)			1990				901				118				92.5				654
Oasis Landing (10)			1990				938				144				92.6				702
Oasis Meadows (10)			1996				1,031				383				89.3				739
Oasis Palms (10)			1989				880				208				90.7				689
Oasis Pearl (10)			1989				930				90				93.1				733
Oasis Place (10)			1992				440				240				91.1				527
Oasis Ridge (10)			1984				391				477				87.1				438
Oasis Sierra (10)			1998				923				208				92.7				801
Oasis Springs (10)			1988				838				304				89.1				614

Table of Contents

		OPERATING PROPERTIES
																		2010 Average
		Year Placed				Average Apartment				Number of				2010 Average				Monthly Rental Rate
Property and Location		In Service				Size (Sq. Ft.)				Apartments				Occupancy (1)				per Apartment
Oasis Vinings (10)			1994				1,152				234				89.0	%		$	751
NORTH CAROLINA
Charlotte
Camden Ballantyne			1998				1,045				400				95.2				799
Camden Cotton Mills			2002				905				180				97.3				1,045
Camden Dilworth			2006				857				145				97.1				1,034
Camden Fairview			1983				1,036				135				95.7				752
Camden Forest			1989				703				208				90.5				548
Camden Foxcroft			1979				940				156				95.4				699
Camden Grandview			2000				1,057				266				97.2				1,150
Camden Habersham			1986				773				240				94.6				586
Camden Park Commons			1997				861				232				92.5				626
Camden Pinehurst			1967				1,147				407				94.2				708
Camden Sedgebrook			1999				972				368				94.6				734
Camden Simsbury			1985				874				100				95.3				680
Camden South End Square			2003				882				299				94.8				940
Camden Stonecrest			2001				1,098				306				94.1				843
Camden Touchstone			1986				899				132				95.0				700
Raleigh
Camden Crest			2001				1,013				438				94.2				731
Camden Governor’s Village			1999				1,046				242				95.0				806
Camden Lake Pine			1999				1,066				446				94.8				752
Camden Manor Park			2006				966				484				94.6				793
Camden Overlook			2001				1,060				320				95.1				839
Camden Reunion Park			2000/2004				972				420				93.6				655
Camden Westwood			1999				1,027				354				92.2				722
PENNSYLVANIA
Camden Valleybrook			2002				992				352				94.7				1,250
TEXAS
Austin
Camden Amber Oaks (3) (6)			2009				862				348				94.1				779
Camden Cedar Hills			2008				911				208				93.9				909
Camden Gaines Ranch			1997				955				390				93.3				922
Camden Huntingdon			1995				903				398				94.7				697
Camden Laurel Ridge			1986				702				183				92.8				562
Camden Ridgecrest			1995				855				284				93.2				652
Camden South Congress (6)			2001				975				253				93.0				1,284
Camden Stoneleigh			2001				908				390				94.9				841
Corpus Christi
Camden Breakers			1996				868				288				94.0				878
Camden Copper Ridge			1986				775				344				93.3				665
Camden Miramar (5)			1994-2010				485				816				80.9				901
Camden South Bay (6) (14)			2007				1,055				270				95.5				1,016
Dallas/Fort Worth
Camden Addison (7)			1996				942				456				94.4				766
Camden Buckingham			1997				919				464				95.2				757
Camden Centreport			1997				911				268				93.5				756
Camden Cimarron			1992				772				286				94.9				754
Camden Farmers Market			2001/2005				932				904				93.9				847
Camden Gardens			1983				652				256				94.4				521
Camden Glen Lakes			1979				877				424				93.5				720
Camden Legacy Creek			1995				831				240				95.7				799
Camden Legacy Park			1996				871				276				95.9				816
Camden Springs			1987				713				304				93.0				538
Camden Valley Creek			1984				855				380				92.5				630
Camden Valley Park (4)			1986				743				516				93.7				692
Camden Valley Ridge			1987				773				408				92.2				568
Camden Westview			1983				697				335				91.4				577
Houston
Camden Baytown			1999				844				272				88.1				802
Belle Meade (3) (11)			2010				1,414				119				93.3				2,645
Braeswood Place (2) (11)			2009				1,042				340			Lease-Up					1,388

Table of Contents

		OPERATING PROPERTIES
																		2010 Average
		Year Placed				Average Apartment				Number of				2010 Average				Monthly Rental Rate
Property and Location		In Service				Size (Sq. Ft.)				Apartments				Occupancy (1)				per Apartment
Camden City Centre			2007				932				379				93.2	%		$	1,273
Camden Creek			1984				639				456				90.8				575
Camden Greenway			1999				861				756				94.4				1,011
Camden Holly Springs (7)			1999				934				548				92.9				863
Camden Midtown			1999				844				337				96.1				1,172
Camden Oak Crest			2003				870				364				92.6				811
Camden Park (7)			1995				866				288				93.0				766
Camden Plaza (12)			2007				915				271				92.6				1,217
Camden Royal Oaks			2006				923				236				91.0				1,103
Camden Steeplechase			1982				748				290				89.4				621
Camden Stonebridge			1993				845				204				95.1				788
Camden Sugar Grove (7)			1997				921				380				93.8				861
Camden Travis Street (3) (13)			2010				819				253				97.3				1,312
Camden Vanderbilt			1996/1997				863				894				95.0				1,103
Camden Whispering Oaks			2008				934				274				92.1				971
Camden Yorktown (6) (14)			2008				995				306				95.6				934

(1)		Represents average physical occupancy for the year except as noted below.
(2)		Properties under lease-up at December 31, 2010.
(3)		Development property stabilized during 2010 — average occupancy calculated from date at which occupancy exceeded 90% through year-end.
(4)		Redevelopment completed during 2010 — average occupancy calculated from date at which occupancy exceeded 90% through year-end.
(5)		Miramar is a student housing project for Texas A&M at Corpus Christi. Average occupancy includes summer which is normally subject to high vacancies.
(6)		Properties owned through a joint venture in which we own a 20% interest. The remaining interest is owned by an unaffiliated private pension fund.
(7)		Properties owned through a joint venture in which we own a 20% interest. The remaining interest is owned by an unaffiliated private investor.
(8)		Property owned through a joint venture in which we own a 50% interest. The remaining interest is owned by an unaffiliated private investor.
(9)		Properties owned through a joint venture in which we own a 15% interest. The remaining interest is owned by an unaffiliated private investor.
(10)		Properties owned through a joint venture in which we own a 20% interest. The remaining interest is owned by an unaffiliated private pension fund.
(11)		Property owned through a joint venture in which we own a 72% interest. The remaining interest is owned by an unaffiliated private investor.
(12)		Property owned through a fully-consolidated joint venture in which we own a 99.99% interest. The remaining interest is owned by an unaffiliated private investor.
(13)		Property owned through a fully-consolidated joint venture in which we own a 25% interest. The remaining interest is owned by an unaffiliated private investor.
(14)		Property acquired during 2010 — average occupancy calculated from date at which property was acquired, unless otherwise noted.

For discussion regarding legal proceedings, see Note 14, “Commitments and Contingencies,” of the Notes to Consolidated Financial Statements.

Table of Contents

PART II

The high and low closing prices per share of our common shares, as reported on the New York Stock Exchange composite tape under the symbol “CPT,” and distributions per share declared for the quarters indicated are as follows:

		High				Low				Distributions
2010 Quarters:
First		$	43.94			$	36.77			$	0.45
Second			51.50				40.85				0.45
Third			49.90				39.15				0.45
Fourth			54.13				48.18				0.45
2009 Quarters:
First		$	30.63			$	17.56			$	0.70
Second			30.99				21.71				0.45
Third			42.73				25.10				0.45
Fourth			44.01				35.24				0.45

This graph assumes the investment of $100 on December 31, 2005 and quarterly reinvestment of dividends. (Source: SNL Financial LC)

Table of Contents

		Years Ended December 31,
Index		2006				2007				2008				2009				2010
Camden Property Trust			132.17				90.19				63.05				91.40				121.09
FTSE NAREIT Equity			135.06				113.87				70.91				90.76				116.13
S&P 500			115.79				122.16				76.96				97.33				111.99
Russell 2000			118.37				116.51				77.15				98.11				124.46
MSCI US REIT (RMS) Index			135.92				113.06				70.13				90.20				115.89

As of February 17, 2011, there were 585 shareholders of record and approximately 19,335 beneficial owners of our common shares.

In January 2008, our Board of Trust Managers approved an increase of the April 2007 repurchase plan to allow for the repurchase of up to $500 million of our common equity securities through open market purchases, block purchases, and privately negotiated transactions. Under this program, we have repurchased 4.3 million shares for a total of approximately $230.2 million from April 2007 through December 31, 2010. The remaining dollar value of our common equity securities authorized to be repurchased under the program was approximately $269.8 million as of December 31, 2010. There were no repurchases of our equity securities during the year ended December 31, 2010.

In March 2010, we announced the creation of an at-the-market (“ATM”) share offering program through which we may, but have no obligation to, sell common shares having an aggregate offering price of up to $250 million, in amounts and at times as we determine, into the existing trading market at current market prices as well as through negotiated transactions. Actual sales from time to time may depend on a variety of factors including, among others, market conditions, the trading price of our common shares, and determinations of the appropriate sources of funding for us. During the year ended December 31, 2010, we issued approximately 4.9 million common shares at an average price of $48.37 per share for total net consideration of approximately $231.7 million. In January 2011, we issued 0.1 million common shares at an average price of $54.06 per share for total net consideration of approximately $3.8 million. As of the date of this filing, we had common shares having an aggregate offering price of up to $10.7 million remaining available for sale under the ATM program.

See Part III, Item 12, for a description of securities authorized for issuance under equity compensation plans.

Table of Contents

The following table provides selected financial data relating to our historical financial condition and results of operations as of and for each of the years ended December 31, 2006 through 2010. This data should be read in conjunction with Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related notes. Prior year amounts have been reclassified for discontinued operations.

COMPARATIVE SUMMARY OF SELECTED FINANCIAL AND PROPERTY DATA

		Year Ended December 31,
(in thousands, except per share amounts and property data)		2010				2009				2008				2007				2006
Operating Data (a)
Total property revenues		$	610,404			$	612,010			$	612,408			$	577,429			$	553,237
Total property expenses			247,500				242,071				234,594				213,369				207,855
Total non-property income (loss)			28,337				25,443				(19,540	)			25,002				35,530
Total other expenses			370,010				373,137				327,952				336,219				342,468
Income (loss) from continuing operations attributable to common shareholders			10,121				(72,788	)			(17,666	)			38,141				118,367
Net income (loss) attributable to common shareholders			23,216				(50,800	)			70,973				148,457				232,846
Income (loss) from continuing operations attributable to common shareholders per share:
Basic		$	0.14			$	(1.15	)		$	(0.32	)		$	0.64			$	2.06
Diluted			0.14				(1.15	)			(0.32	)			0.63				2.00
Net income (loss) attributable to common shareholders per share
Basic		$	0.33			$	(0.80	)		$	1.28			$	2.54			$	4.08
Diluted			0.33				(0.80	)			1.28				2.50				3.93
Distributions declared per common share		$	1.80			$	2.05			$	2.80			$	2.76			$	2.64
Balance Sheet Data (at end of year)
Total real estate assets, at cost		$	5,675,309			$	5,505,168			$	5,491,593			$	5,527,403			$	5,141,467
Total assets			4,699,737				4,607,999				4,730,342				4,890,760				4,586,050
Notes payable			2,563,754				2,625,199				2,832,396				2,828,095				2,330,976
Perpetual preferred units			97,925				97,925				97,925				97,925				97,925
Equity			1,757,373				1,609,013				1,501,356				1,653,340				1,859,942
Other Data
Cash flows provided by (used in):
Operating activities		$	224,036			$	217,688			$	216,958			$	223,106			$	231,569
Investing activities			35,150				(69,516	)			(37,374	)			(346,798	)			(52,067	)
Financing activities			(152,767	)			(91,423	)			(173,074	)			123,555				(180,044	)
Funds from operations — diluted (b)			194,309				109,947				169,585				227,153				237,790
Property Data
Number of operating properties (at the end of year) (c)			186				183				181				182				186
Number of operating apartment homes (at end of year) (c)			63,316				63,286				62,903				63,085				63,843
Number of operating apartment homes (weighted average) (c)(d)			50,794				50,608				51,277				53,132				55,850
Weighted average monthly total property revenue per apartment home		$	1,021			$	1,036			$	1,058			$	1,023			$	969
Properties under development (at end of period)			2				2				5				11				11

(a)		Excludes discontinued operations.
(b)		Management considers Funds from Operations (“FFO”) to be an appropriate measure of the financial performance of an equity REIT. The National Association of Real Estate Investment Trusts (“NAREIT”) currently defines FFO as net income (computed in accordance with accounting principles generally accepted in the United States of America (“GAAP”)), excluding gains (or losses) associated with the sale of previously depreciated operating properties, real estate depreciation and amortization, and adjustments for unconsolidated joint ventures. Our calculation of diluted FFO also assumes conversion of all potentially dilutive securities, including certain noncontrolling interests, which are convertible into common shares. We consider FFO to be an appropriate supplemental measure of operating performance because, by excluding gains or losses on dispositions of operating properties and excluding depreciation, FFO can assist in the comparison of the operating performance of a company’s real estate between periods or as compared to different companies.
(c)		Includes discontinued operations.
(d)		Excludes apartment homes owned in joint ventures.

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