Item 15. Exhibits and Financial Statement Schedules

The following documents are filed as part of this report:

(1) Financial Statements:
Report of Independent Registered Public Accounting Firm			F-1
Consolidated Balance Sheets as of December 31, 2010 and 2009			F-2
Consolidated Statements of Income and Comprehensive Income for the Years Ended December 31, 2010, 2009, and 2008			F-3
Consolidated Statements of Equity for the Years Ended December 31, 2010, 2009, and 2008			F-5
Consolidated Statements of Cash Flows for the Years Ended December 31, 2010, 2009, and 2008			F-7
Notes to Consolidated Financial Statements			F-9
(2) Financial Statement Schedules:
Schedule III — Real Estate and Accumulated Depreciation			S-1

All other schedules have been omitted since the required information is presented in the financial statements and the related notes or is not applicable.

(3) Index to Exhibits:

The following exhibits are filed as part of or incorporated by reference into this report:

						Filed Herewith or Incorporated
Exhibit No.				Description		Herein by Reference (1)
	3.1			Amended and Restated Declaration of Trust of Camden Property Trust		Exhibit 3.1 to Form 10-K for the year ended December 31, 1993
	3.2			Amendment to the Amended and Restated Declaration of Trust of Camden Property Trust		Exhibit 3.1 to Form 10-Q for the quarter ended June 30, 1997
	3.3			Second Amended and Restated Bylaws of Camden Property Trust		Exhibit 3.3 to Form 10-K for the year ended December 31, 1997
	3.4			Amendment to Second Amended and Restated Bylaws of Camden Property Trust		Exhibit 99.2 to Form 8-K filed on May 4, 2006
	4.1			Specimen certificate for Common Shares of Beneficial Interest		Form S-11 filed on September 15, 1993 (Registration No. 33-68736)
	4.2			Indenture dated as of February 15, 1996 between Camden Property Trust and the U.S. Trust Company of Texas, N.A., as Trustee		Exhibit 4.1 to Form 8-K filed on February 15, 1996

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						Filed Herewith or Incorporated
Exhibit No.				Description		Herein by Reference (1)
	4.3			First Supplemental Indenture dated as of February 15, 1996 between Camden Property Trust and U.S. Trust Company of Texas, N.A., as Trustee		Exhibit 4.2 to Form 8-K filed on February 15, 1996
	4.4			Form of Indenture for Senior Debt Securities dated as of February 11, 2003 between Camden Property Trust and SunTrust Bank, as Trustee		Exhibit 4.1 to Form S-3 filed on February 12, 2003 (Registration No. 333-103119)
	4.5			First Supplemental Indenture dates as of May 4, 2007 between the Company and U.S. Bank National Association, as successor to SunTrust Bank, as trustee		Exhibit 4.2 to Form 8-K filed on May 7, 2007
	4.6			Indenture dated as of February 11, 2003 between the Company and U.S. Bank National Association, as successor to SunTrust Bank, as trustee.		Exhibit 4.1 to Form 8-K filed on May 7, 2007
	4.7			Registration Rights Agreement, dated as of February 23, 1999, between Camden Property Trust and the unitholders named therein		Exhibit 99.3 to Form 8-K filed on March 10, 1999
	4.8			Form of Amendment to Registration Rights Agreement, dated as of December 1, 2003, between Camden Property Trust and the unitholders named therein		Exhibit 4.8 to Form 10-K for the year ended December 31, 2003
	4.9			Form of Registration Rights Agreement between Camden Property Trust and the holders named therein		Form S-4 filed on November 24, 2004 (Registration No. 333-120733)
	4.10			Form of Statement of Designation of Series B Cumulative Redeemable Preferred Shares of Beneficial Interest		Exhibit 4.1 to Form 8-K filed on March 10, 1999
	4.11			Form of Amendment to Statement of Designation of Series B Cumulative Redeemable Preferred Shares of Beneficial Interest, effective as of December 31, 2003		Exhibit 4.10 to Form 10-K for the year ended December 31, 2003
	4.12			Form of Camden Property Trust 7.625% Note due 2011		Exhibit 4.4 to Form 8-K filed on February 20, 2001
	4.13			Form of Camden Property Trust 5.875% Note due 2012		Exhibit 4.3 to Form 8-K filed on November 25, 2002
	4.14			Form of Camden Property Trust 5.375% Note due 2013		Exhibit 4.2 to Form 8-K filed on December 9, 2003
	4.15			Form of Camden Property Trust 5.00% Note due 2015		Exhibit 4.2 to Form 8-K filed on June 7, 2005
	4.16			Form of Camden Property Trust 5.700% Notes due 2017		Exhibit 4.3 to Form 8-K filed on May 7, 2007
	4.17			Indenture dated as of August 7, 1997 between Camden Summit Partnership, L.P. (f/k/a Summit Properties Partnership, L.P.) and First Union National Bank		Exhibit 4.1 to Camden Summit Partnership, L.P.’s Form 8-K filed on August 11, 1997 (File No. 000-22411)

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						Filed Herewith or Incorporated
Exhibit No.				Description		Herein by Reference (1)
	4.18			Supplemental Indenture No. 1, dated as of August 12, 1997, between Camden Summit Partnership, L.P. (f/k/a Summit Properties Partnership, L.P.) and First Union National Bank		Exhibit 4.1 to Camden Summit Partnership, L.P.’s Form 8-K/A-1 filed on August 18, 1997 (File No. 000-22411)
	4.19			Supplemental Indenture No. 2, dated as of December 17, 1997, between Camden Summit Partnership, L.P. (f/k/a Summit Properties Partnership, L.P.) and First Union National Bank		Exhibit 4.1 to Camden Summit Partnership, L.P.’s Form 8-K/A-1 filed on December 17, 1997 (File No. 000-22411)
	4.20			Supplemental Indenture No. 3, dated as of May 29, 1998, between Camden Summit Partnership, L.P. (f/k/a Summit Properties Partnership, L.P.) and First Union National Bank		Exhibit 4.2 to Camden Summit Partnership, L.P.’s Form 8-K filed on June 2, 1998 (File No. 000-22411)
	4.21			Supplemental Indenture No. 4, dated as of April 20, 2000, between Camden Summit Partnership, L.P. (f/k/a Summit Properties Partnership, L.P.) and First Union National Bank		Exhibit 4.2 to Camden Summit Partnership, L.P.’s Form 8-K filed on April 28, 2000 (File No. 000-22411)
	4.22			Supplemental Indenture No. 5, dated as of June 21, 2005, among Camden Summit Partnership, L.P., Camden Property Trust and Wachovia Bank, N.A.		Exhibit 99.1 to Form 8-K filed on June 23, 2005
	4.23			Form of Camden Summit Partnership, L.P. (f/k/a Summit Properties Partnership, L.P.) 7.703% Medium-Term Note due 2011		Exhibit 10.3 to Summit Property Inc.’s Form 10-Q for the quarter ended June 30, 2001 (File No. 001-12792)
	10.1			Form of Indemnification Agreement between Camden Property Trust and certain of its trust managers and executive officers		Form S-11 filed on July 9, 1993 (Registration No. 33-63588)
	10.2			Second Amended and Restated Employment Agreement dated July 11, 2003 between Camden Property Trust and Richard J. Campo		Exhibit 10.1 to Form 10-Q for the quarter ended June 30, 2003
	10.3			Second Amended and Restated Employment Agreement dated July 11, 2003 between Camden Property Trust and D. Keith Oden		Exhibit 10.2 to Form 10-Q for the quarter ended June 30, 2003
	10.4			Form of First Amendment to Second Amended and Restated Employment Agreements, effective as of January 1, 2008, between Camden Property Trust and each of Richard J. Campo and D. Keith Oden.		Exhibit 99.1 to Form 8-K filed on November 30, 2007
	10.5			Second Amendment to Second Amended and Restated Employment Agreement, dated as of March 14, 2008 between Camden Property Trust and D. Keith Oden.		Exhibit 99.1 to Form 8-K filed on March 18, 2008
	10.6			Form of Employment Agreement by and between Camden Property Trust and certain senior executive officers		Exhibit 10.13 to Form 10-K for the year ended December 31, 1996
	10.7			Form of First Amendment to Employment Agreement, effective as of January 1, 2008, between the Company and each of H. Malcolm Stewart, Dennis M. Steen, and Steven K. Eddington.		Exhibit 99.1 to Form 8-K filed on November 30, 2007
	10.8			Second Amended and Restated Employment Agreement, dated November 3, 2008, between Camden Property Trust and H. Malcolm Stewart		Exhibit 99.1 to Form 8-K filed on November 4, 2008

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						Filed Herewith or Incorporated
Exhibit No.				Description		Herein by Reference (1)
	10.9			Second Amended and Restated Camden Property Trust Key Employee Share Option Plan (KEYSOPTM), effective as of January 1, 2008		Exhibit 99.5 to Form 8-K filed on November 30, 2007
	10.10			Amendment No. 1 to Second Amended and Restated Camden Property Trust Key Employee Share Option Plan, effective as of January 1, 2008		Exhibit 99.1 to Form 8-K filed on December 8, 2008
	10.11			Form of Amended and Restated Master Exchange Agreement between Camden Property Trust and certain key employees		Exhibit 10.7 to Form 10-K for the year ended December 31, 2003
	10.12			Form of Amended and Restated Master Exchange Agreement between Camden Property Trust and certain trust managers		Exhibit 10.8 to Form 10-K for the year ended December 31, 2003
	10.13			Form of Amended and Restated Master Exchange Agreement between Camden Property Trust and certain key employees		Exhibit 10.9 to Form 10-K for the year ended December 31, 2003
	10.14			Form of Master Exchange Agreement between Camden Property Trust and certain trust managers		Exhibit 10.10 to Form 10-K for the year ended December 31, 2003
	10.15			Form of Amendment No. 1 to Amended and Restated Master Exchange Agreement (Trust Managers) effective November 27, 2007		Exhibit 10.1 to Form 10-Q filed on July 30, 2010
	10.16			Form of Amendment No. 1 to Amended and Restated Master Exchange Agreement (Key Employees) effective November 27, 2007		Exhibit 10.2 to Form 10-Q filed on July 30, 2010
	10.17			Form of Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P.		Exhibit 10.1 to Form S-4 filed on February 26, 1997 (Registration No. 333-22411)
	10.18			First Amendment to Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P., dated as of February 23, 1999		Exhibit 99.2 to Form 8-K filed on March 10, 1999
	10.19			Form of Second Amendment to Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P., dated as of August 13, 1999		Exhibit 10.15 to Form 10-K for the year ended December 31, 1999
	10.20			Form of Third Amendment to Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P., dated as of September 7, 1999		Exhibit 10.16 to Form 10-K for the year ended December 31, 1999
	10.21			Form of Fourth Amendment to Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P., dated as of January 7, 2000		Exhibit 10.17 to Form 10-K for the year ended December 31, 1999
	10.22			Form of Amendment to Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P., dated as of December 1, 2003		Exhibit 10.19 to Form 10-K for the year ended December 31, 2003
	10.23			Amended and Restated Limited Liability Company Agreement of Sierra-Nevada Multifamily Investments, LLC, adopted as of June 29, 1998 by Camden Subsidiary, Inc. and TMT-Nevada, L.L.C.		Exhibit 99.1 to Form 8-K filed on July 15, 1998

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						Filed Herewith or Incorporated
Exhibit No.				Description		Herein by Reference (1)
	10.24			Amended and Restated Limited Liability Company Agreement of Oasis Martinique, LLC, adopted as of October 23, 1998 among Oasis Residential, Inc. and the persons named therein		Exhibit 10.59 to Oasis Residential, Inc.’s Form 10-K for the year ended December 31, 1997 (File No. 001-12428)
	10.25			Exchange Agreement, dated as of October 23, 1998, by and among Oasis Residential, Inc., Oasis Martinique, LLC and the holders listed therein		Exhibit 10.60 to Oasis Residential, Inc.’s Form 10-K for the year ended December 31, 1997 (File No. 001-12428)
	10.26			Contribution Agreement, dated as of February 23, 1999, by and among Belcrest Realty Corporation, Belair Real Estate Corporation, Camden Operating, L.P. and Camden Property Trust		Exhibit 99.1 to Form 8-K filed on March 10, 1999
	10.27			Amended and Restated 1993 Share Incentive Plan of Camden Property Trust		Exhibit 10.18 to Form 10-K for the year ended December 31, 1999
	10.28			Camden Property Trust 1999 Employee Share Purchase Plan		Exhibit 10.19 to Form 10-K for the year ended December 31, 1999
	10.29			Amended and Restated 2002 Share Incentive Plan of Camden Property Trust		Exhibit 10.1 to Form 10-Q for the quarter ended March 31, 2002
	10.30			Amendment to Amended and Restated 2002 Share Incentive Plan of Camden Property Trust		Exhibit 99.1 to Form 8-K filed on May 4, 2006
	10.31			Amendment to Amended and Restated 2002 Share Incentive Plan of Camden Property Trust, effective as of January 1, 2008		Exhibit 99.1 to Form 8-K filed on July 29, 2008
	10.32			Camden Property Trust Short Term Incentive Plan		Exhibit 10.2 to Form 10-Q for the quarter ended March 31, 2002
	10.33			Amended and Restated Camden Property Trust Non-Qualified Deferred Compensation Plan, effective as of January 1, 2008		Exhibit 99.6 to Form 8-K filed on November 30, 2007
	10.34			Amendment No. 1 to Amended and Restated Camden Property Trust Non-Qualified Deferred Compensation Plan, effective as of January 1, 2008		Exhibit 99.2 to Form 8-K filed on July 29, 2008
	10.35			Amendment No. 2 to Amended and Restated Camden Property Trust Non-Qualified Deferred Compensation Plan, effective as of January 1, 2008		Exhibit 99.2 to Form 8-K filed on December 8, 2008
	10.36			Form of Second Amended and Restated Agreement of Limited Partnership of Camden Summit Partnership, L.P. among Camden Summit, Inc., as general partner, and the persons whose names are set forth on Exhibit A thereto		Exhibit 10.4 to Form S-4 filed on November 24, 2004 (Registration No. 333-120733)
	10.37			Form of Tax, Asset and Income Support Agreement among Camden Property Trust, Camden Summit, Inc., Camden Summit Partnership, L.P. and each of the limited partners who has executed a signature page thereto		Exhibit 10.5 to Form S-4 filed on November 24, 2004 (Registration No. 333-120733)
	10.38			Form of Credit Agreement dated as of October 4, 2007 among Camden Property Trust, Bank of America, N.A., as administrative agent, JPMorgan Chase Bank, N.A., as syndication agent, and the financial institutions and other entities designated as “Lenders” on Schedule I thereto.		Exhibit 99.1 to Form 8-K filed on October 10, 2007

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						Filed Herewith or Incorporated
Exhibit No.				Description		Herein by Reference (1)
	10.39			Employment Agreement dated February 15, 1999, by and among William B. McGuire, Jr., Summit Properties Inc. and Summit Management Company, as restated on August 24, 2001		Exhibit 10.1 to Summit Properties Inc.’s Form 10-Q for the quarter ended September 30, 2001 (File No. 000-12792)
	10.40			Amendment Agreement, dated as of June 19, 2004, among William B. McGuire, Jr., Summit Properties Inc. and Summit Management Company		Exhibit 10.8.2 to Summit Properties Inc.’s Form 10-Q for the quarter ended June 30, 2004 (File No. 001-12792)
	10.41			Amendment Agreement, dated as of June 19, 2004, among William F. Paulsen, Summit Properties Inc. and Summit Management Company		Exhibit 10.8.2 to Summit Properties Inc.’s Form 10-Q for the quarter ended June 30, 2004 (File No. 001-12792)
	10.42			Separation Agreement, dated as of February 28, 2005, between Camden Property Trust and William B. McGuire, Jr.		Exhibit 99.1 to Form 8-K filed on April 28, 2005
	10.43			Separation Agreement, dated as of February 28, 2005, between Camden Property Trust and William F. Paulsen		Exhibit 99.2 to Form 8-K filed on April 28, 2005
	10.44			Distribution Agreement, dated as of April 20, 2000, by and among Camden Summit Partnership, L.P. (f/k/a Summit Properties Partnership, L.P.), Summit Properties Inc. and the Agents listed therein		Camden Summit Partnership, L.P.’s Form 8-K filed on April 28, 2000 (File No. 000-22411)
	10.45			First Amendment to Distribution Agreement, dated as of May 8, 2001, among Camden Summit Partnership, L.P. (f/k/a Summit Properties Partnership, L.P.), Summit Properties Inc. and the Agents named therein		Exhibit 10.2 to Summit Properties Inc.’s Form 10-Q for the quarter ended March 31, 2001 (File No. 000-22411)
	10.46			Master Credit Agreement, dated as of September 24, 2008, among CSP Community Owner, LLC, CPT Community Owner, LLC, and Red Mortgage Capital, Inc. (2)		Exhibit 10.4 to Form 10-Q filed on July 30, 2010
	10.47			Form of Master Credit Facility Agreement, dated as of April 17, 2009, among Summit Russett, LLC, 2009 CPT Community Owner, LLC, 2009 CUSA Community Owner, LLC, 2009 CSP Community Owner LLC, and 2009 COLP Community Owner, LLC, as borrowers, Camden Property Trust, as guarantor, and Red Mortgage Capital, Inc., as lender. (2)		Exhibit 10.5 to Form 10-Q filed on July 30, 2010
	10.48			Form of Amended and Restated Distribution Agency Agreement dated May 10, 2010 between Camden Property Trust and Deutsche Bank Securities Inc.		Exhibit 1.1 to Form 8-K filed on May 11, 2010
	10.49			Form of Amended and Restated Distribution Agency Agreement dated May 10, 2010 between Camden Property Trust and Credit Suisse Securities (USA) LLC		Exhibit 1.2 to Form 8-K filed on May 11, 2010
	10.50			Form of Distribution Agency Agreement dated May 10, 2010 between Camden Property Trust and Morgan Stanley & Co. Incorporated		Exhibit 1.3 to Form 8-K filed on May 11, 2010

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						Filed Herewith or Incorporated
Exhibit No.				Description		Herein by Reference (1)
	10.51			Form of Amended and Restated Distribution Agency Agreement dated May 10, 2010 between Camden Property Trust and Wells Fargo Securities, LLC		Exhibit 1.4 to Form 8-K filed on May 11, 2010
	10.52			Form of Credit Agreement dated as of August 18, 2010 among Camden Property Trust, each lender from time to time party thereto, Bank of America, N.A., as administrative agent, swing line lender and letter of credit issuer, and JPMorgan Chase Bank, N.A., as syndication agent		Exhibit 99.1 to Form 8-K filed on August 18, 2010
	12.1			Statement Regarding Computation of Ratios		Filed Herewith
	21.1			List of Significant Subsidiaries		Filed Herewith
	23.1			Consent of Deloitte & Touche LLP		Filed Herewith
	24.1			Powers of Attorney for Richard J. Campo, D. Keith Oden, William R. Cooper, Scott S. Ingraham, Lewis A. Levey, William B. McGuire, Jr., F. Gardner Parker, William F. Paulsen, Steven A. Webster, and Kelvin R. Westbrook		Filed Herewith
	31.1			Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act		Filed Herewith
	31.2			Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act		Filed Herewith
	32.1			Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002		Filed Herewith
101.INS				XBRL Instance Document		Filed Herewith
101.SCH				XBRL Taxonomy Extension Schema Document		Filed Herewith
101.CAL				XBRL Taxonomy Extension Calculation Linkbase Document		Filed Herewith
101.DEF				XBRL Taxonomy Extension Definition Linkbase Document		Filed Herewith
101.LAB				XBRL Taxonomy Extension Label Linkbase Document		Filed Herewith
101.PRE				XBRL Taxonomy Extension Presentation Linkbase Document		Filed Herewith

(1)		Unless otherwise indicated, all references to reports or registration statements are to reports or registration statements filed by Camden Property Trust (File No. 1-12110).
(2)		Portions of the exhibit have been omitted pursuant to a request for confidential treatment.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Camden Property Trust has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

February 24, 2011	CAMDEN PROPERTY TRUST
	By:	/s/ Michael P. Gallagher
		Michael P. Gallagher
		Vice President — Chief Accounting Officer

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Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of Camden Property Trust and in the capacities and on the dates indicated.

Name		Title		Date
/s/ Richard J. Campo Richard J. Campo		Chairman of the Board of Trust Managers and Chief Executive Officer (Principal Executive Officer)		February 24, 2011
/s/ D. Keith Oden D. Keith Oden		President and Trust Manager		February 24, 2011
/s/ Dennis M. Steen Dennis M. Steen		Senior Vice President-Finance and Chief Financial Officer (Principal Financial Officer)		February 24, 2011
/s/ Michael P. Gallagher Michael P. Gallagher		Vice President — Chief Accounting Officer (Principal Accounting Officer)		February 24, 2011
* William R. Cooper		Trust Manager		February 24, 2011
* Scott S. Ingraham		Trust Manager		February 24, 2011
* Lewis A. Levey		Trust Manager		February 24, 2011
* William B. McGuire, Jr.		Trust Manager		February 24, 2011
* F. Gardner Parker		Trust Manager		February 24, 2011
*		Trust Manager		February 24, 2011
William F. Paulsen
* Steven A. Webster		Trust Manager		February 24, 2011
* Kelvin R. Westbrook		Trust Manager		February 24, 2011

*By:		/s/ Dennis M. Steen Dennis M. Steen
		Attorney-in-fact

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trust Managers and Shareholders of Camden Property Trust Houston, Texas

We have audited the accompanying consolidated balance sheets of Camden Property Trust and subsidiaries (the “Company”) as of December 31, 2010 and 2009, and the related consolidated statements of income and comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2010. Our audits also included the financial statement schedule listed in the Index at Item 15. These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on the financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Camden Property Trust and subsidiaries as of December 31, 2010 and 2009, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2010, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2010, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 24, 2011 expressed an unqualified opinion on the Company’s internal control over financial reporting.

/s/ DELOITTE & TOUCHE LLP

Houston, Texas February 24, 2011

F-1

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CAMDEN PROPERTY TRUST

CONSOLIDATED BALANCE SHEETS

		December 31,
(in thousands, except per share amounts)		2010				2009
Assets
Real estate assets, at cost
Land		$	760,397			$	747,921
Buildings and improvements			4,680,361				4,512,124
			5,440,758				5,260,045
Accumulated depreciation			(1,292,924	)			(1,149,056	)
Net operating real estate assets			4,147,834				4,110,989
Properties under development, including land			206,919				201,581
Investments in joint ventures			27,632				43,542
Total real estate assets			4,382,385				4,356,112
Accounts receivable — affiliates			31,895				36,112
Notes receivable — affiliates			3,194				45,847
Other assets, net			106,175				102,114
Cash and cash equivalents			170,575				64,156
Restricted cash			5,513				3,658
Total assets		$	4,699,737			$	4,607,999
Liabilities and equity
Liabilities
Notes payable
Unsecured		$	1,507,757			$	1,645,926
Secured			1,055,997				979,273
Accounts payable and accrued expenses			81,556				74,420
Accrued real estate taxes			22,338				23,241
Distributions payable			35,295				33,025
Other liabilities			141,496				145,176
Total liabilities			2,844,439				2,901,061
Commitments and contingencies
Perpetual preferred units			97,925				97,925
Equity
Common shares of beneficial interest; $0.01 par value per share; 100,000 shares authorized; 85,130 and 79,543 issued; 82,386 and 76,996 outstanding at December 31, 2010 and 2009, respectively			824				770
Additional paid-in capital			2,775,625				2,525,656
Distributions in excess of net income attributable to common shareholders			(595,317	)			(492,571	)
Notes receivable secured by common shares			—				(101	)
Treasury shares, at cost (12,766 and 12,792 common shares, at December 31, 2010 and 2009, respectively)			(461,255	)			(462,188	)
Accumulated other comprehensive loss			(33,458	)			(41,155	)
Total common equity			1,686,419				1,530,411
Noncontrolling interests			70,954				78,602
Total equity			1,757,373				1,609,013
Total liabilities and equity		$	4,699,737			$	4,607,999

See Notes to Consolidated Financial Statements.

F-2

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CAMDEN PROPERTY TRUST

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

		Year Ended December 31,
(in thousands, except per share amounts)		2010				2009				2008
Property revenues
Rental revenues		$	524,305			$	527,429			$	537,781
Other property revenues			86,099				84,581				74,627
Total property revenues			610,404				612,010				612,408
Property expenses
Property operating and maintenance			179,644				172,397				165,681
Real estate taxes			67,856				69,674				68,913
Total property expenses			247,500				242,071				234,594
Non-property income
Fee and asset management			8,172				8,008				9,167
Interest and other income			8,584				2,826				4,736
Income (loss) on deferred compensation plans			11,581				14,609				(33,443	)
Total non-property income (loss)			28,337				25,443				(19,540	)
Other expenses
Property management			19,982				18,864				19,910
Fee and asset management			4,841				4,878				6,054
General and administrative			30,762				31,243				31,586
Interest			125,893				128,296				132,399
Depreciation and amortization			172,849				171,322				168,488
Amortization of deferred financing costs			4,102				3,925				2,958
Expense (benefit) on deferred compensation plans			11,581				14,609				(33,443	)
Total other expenses			370,010				373,137				327,952
Gain on sale of properties, including land			236				—				2,929
Gain (loss) on early retirement of debt			—				(2,550	)			13,566
Impairment associated with land development activities			—				(85,614	)			(51,323	)
Impairment provision on a technology investment			(1,000	)			—				—
Equity in income (loss) of joint ventures			(839	)			695				(1,265	)
Income (loss) from continuing operations before income taxes			19,628				(65,224	)			(5,771	)
Income tax expense — current			(1,581	)			(967	)			(843	)
Income (loss) from continuing operations			18,047				(66,191	)			(6,614	)
Income from discontinued operations			3,481				5,101				8,441
Gain on sale of discontinued operations, net of tax			9,614				16,887				80,198
Net income (loss)			31,142				(44,203	)			82,025
Less (income) loss allocated to noncontrolling interests from continuing operations			(926	)			403				(4,052	)
Less income allocated to perpetual preferred units			(7,000	)			(7,000	)			(7,000	)
Net income (loss) attributable to common shareholders		$	23,216			$	(50,800	)		$	70,973

See Notes to Consolidated Financial Statements.

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CAMDEN PROPERTY TRUST CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (Continued)

		Year Ended December 31,
(In thousands, except per share amounts)		2010				2009				2008
Earnings per share — basic
Income (loss) from continuing operations attributable to common shareholders		$	0.14			$	(1.15	)		$	(0.32	)
Income from discontinued operations, including gain on sale, attributable to common shareholders			0.19				0.35				1.60
Net income (loss) attributable to common shareholders		$	0.33			$	(0.80	)		$	1.28
Earnings per share — diluted
Income (loss) from continuing operations attributable to common shareholders		$	0.14			$	(1.15	)		$	(0.32	)
Income from discontinued operations, including gain on sale, attributable to common shareholders			0.19				0.35				1.60
Net income (loss) attributable to common shareholders		$	0.33			$	(0.80	)		$	1.28
Weighted average number of common shares outstanding			68,608				62,359				55,272
Weighted average number of common shares and dilutive equivalent common shares outstanding			68,957				62,359				55,272
Net income (loss) attributable to common shareholders
Income (loss) from continuing operations		$	18,047			$	(66,191	)		$	(6,614	)
Less (income)loss allocated to noncontrolling interests from continuing operations			(926	)			403				(4,052	)
Less income allocated to perpetual preferred units			(7,000	)			(7,000	)			(7,000	)
Income (loss) from continuing operations attributable to common shareholders			10,121				(72,788	)			(17,666	)
Income from discontinued operations, including gain on sale, attributable to common shareholders			13,095				21,988				88,639
Net income (loss) attributable to common shareholders		$	23,216			$	(50,800	)		$	70,973
Consolidated Statements of Comprehensive Income (Loss)
Net income (loss)		$	31,142			$	(44,203	)		$	82,025
Other comprehensive income (loss)
Unrealized loss on cash flow hedging activities			(19,059	)			(12,291	)			(44,386	)
Reclassification of net loss on cash flow hedging activities			23,385				22,192				9,317
Unrealized gain on available-for-sale investments, net of tax			3,306				—				—
Unrealized gain on postretirement obligations			65				—				136
Comprehensive income (loss)			38,839				(34,302	)			47,092
Less (income) loss allocated to noncontrolling interests from continuing operations			(926	)			403				(4,052	)
Less income allocated to perpetual preferred units			(7,000	)			(7,000	)			(7,000	)
Comprehensive income (loss) attributable to common shareholders		$	30,913			$	(40,899	)		$	36,040

See Notes to Consolidated Financial Statements.

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CAMDEN PROPERTY TRUST

CONSOLIDATED STATEMENTS OF EQUITY

		Common Shareholders
														Notes
		Common												receivable								Accumulated
		shares of								Distributions				secured by								other
		beneficial				Additional				in excess of				common				Treasury				comprehensive				Noncontrolling								Perpetual
(in thousands, except per share amounts)		interest				paid-in capital				net income				shares				shares, at cost				loss				interests				Total equity				preferred units
Equity, December 31. 2007		$	654			$	2,209,631			$	(227,025	)		$	(1,950	)		$	(433,874	)		$	(16,123	)		$	122,027			$	1,653,340			$	97,925
Net income											70,973																4,052				75,025				7,000
Other comprehensive loss																							(34,933	)							(34,933	)
Net share awards			3				10,218																								10,221
Employee share purchase plan							142												740												882
Repayment of employee notes receivable, net															1,655																1,655
Common share options exercised (45 shares)							2,155																								2,155
Conversions and redemptions of operating partnership units (464 shares)			5				15,548																				(18,610	)			(3,057	)
Common shares repurchased (695 shares)																			(30,075	)											(30,075	)
Purchase of noncontrolling interests																											(8,573	)			(8,573	)
Distributions on perpetual preferred units																																			(7,000	)
Cash distributions ($2.80 per share)											(156,257	)															(9,034	)			(165,291	)
Other			(2	)			9																								7
Equity, December 31, 2008		$	660			$	2,237,703			$	(312,309	)		$	(295	)		$	(463,209	)		$	(51,056	)		$	89,862			$	1,501,356			$	97,925
Net income (loss)											(50,800	)															(403	)			(51,203	)			7,000
Other comprehensive income																							9,901								9,901
Common shares issued (10,350 shares)			104				272,008																								272,112
Net share awards			2				10,157																								10,159
Employee share purchase plan							105												1,027												1,132
Repayment of employee notes receivable, net															194																194
Common share options exercised (19 shares)							1,275																								1,275
Conversions and redemptions of operating partnership units (139 shares)			2				3,759																				(3,777	)			(16	)
Common shares repurchased																			(6	)											(6	)
Purchase of noncontrolling interests							647																				(748	)			(101	)
Distributions on perpetual preferred units																																			(7,000	)
Cash distributions ($2.05 per share)											(129,462	)															(6,332	)			(135,794	)
Other			2				2																								4
Equity, December 31, 2009		$	770			$	2,525,656			$	(492,571	)		$	(101	)		$	(462,188	)		$	(41,155	)		$	78,602			$	1,609,013			$	97,925

See Notes to Consolidated Financial Statements.

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CAMDEN PROPERTY TRUST

CONSOLIDATED STATEMENTS OF EQUITY (Continued)

		Common Shareholders
														Notes
		Common												receivable								Accumulated
		shares of								Distributions				secured by								other
		beneficial				Additional				in excess of				common				Treasury				comprehensive				Noncontrolling								Perpetual
(in thousands, except per share amounts)		interest				paid-in capital				net income				shares				shares, at cost				loss				interests				Total equity				preferred units
Equity, December 31, 2009		$	770			$	2,525,656			$	(492,571	)		$	(101	)		$	(462,188	)		$	(41,155	)		$	78,602			$	1,609,013			$	97,925
Net income											23,216																926				24,142				7,000
Other comprehensive income																							7,697								7,697
Common shares issued (4,868 shares)			49				231,602																								231,651
Net share awards			4				11,609																								11,613
Employee share purchase plan							232												933												1,165
Repayment of employee notes receivable, net															101																101
Common share options exercised (41 shares)							2,997																								2,997
Conversions and redemptions of operating partnership units (279 shares)			3				3,525																				(3,553	)			(25	)
Distributions on perpetual preferred units																																			(7,000	)
Cash distributions ($1.80 per share)											(125,962	)															(5,046	)			(131,008	)
Other			(2	)			4																				25				27
Equity, December 31, 2010		$	824			$	2,775,625			$	(595,317	)		$	—			$	(461,255	)		$	(33,458	)		$	70,954			$	1,757,373			$	97,925

See Notes to Consolidated Financial Statements.

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CAMDEN PROPERTY TRUST

CONSOLIDATED STATEMENTS OF CASH FLOWS

		Year Ended December 31,
(in thousands)		2010				2009				2008
Cash flows from operating activities
Net income (loss)		$	31,142			$	(44,203	)		$	82,025
Adjustments to reconcile net income (loss) to net cash from operating activities
Depreciation and amortization, including discontinued operations			174,465				172,415				169,151
Gain on sale of discontinued operations			(9,614	)			(16,887	)			(80,198	)
Gain on sale of properties, including land			(236	)			—				(2,929	)
Loss (gain) on early retirement of debt			—				2,550				(13,566	)
Impairment associated with land development activities			—				85,614				51,323
Impairment provision on a technology investment			1,000				—				—
Equity in (income) loss of joint ventures			839				(695	)			1,265
Share-based compensation			11,306				9,053				7,663
Distributions of income from joint ventures			6,524				5,664				5,392
Amortization of deferred financing costs			4,102				3,925				2,975
Accretion of discount on unsecured notes payable			514				628				571
Interest on notes receivable — affiliates			(239	)			(437	)			(3,688	)
Net change in operating accounts			4,233				61				(3,026	)
Net cash from operating activities		$	224,036			$	217,688			$	216,958
Cash flows from investing activities
Development and capital improvements		$	(63,739	)		$	(72,779	)		$	(199,269	)
Proceeds from sales of properties, including land and discontinued operations			102,819				28,078				123,513
Proceeds from partial sales of assets to joint ventures			—				—				52,509
Investments in joint ventures			(6,467	)			(23,159	)			(10,444	)
Payments received on notes receivable — other			—				8,710				2,855
Increase in notes receivable — affiliates			(511	)			(7,332	)			(3,487	)
Other			3,048				(3,034	)			(3,051	)
Net cash from investing activities		$	35,150			$	(69,516	)		$	(37,374	)

See Notes to Consolidated Financial Statements.

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CAMDEN PROPERTY TRUST CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

		Year Ended December 31,
(in thousands)		2010				2009				2008
Cash flows from financing activities
Proceeds from issuance of common shares		$	231,651			$	272,112			$	—
Proceeds from notes payable			57,748				440,840				385,927
Repayment of notes payable			(306,692	)			(503,705	)			(379,213	)
Borrowings on unsecured line of credit and short-term borrowings			37,000				—				30,000
Repayments on unsecured line of credit and short-term borrowings			(37,000	)			(145,000	)			—
Distributions to common shareholders, perpetual preferred units, and noncontrolling interests			(135,626	)			(152,687	)			(172,332	)
Repurchase of common shares and units			(26	)			(21	)			(33,133	)
Payment of deferred financing costs			(6,564	)			(5,124	)			(4,321	)
Net decrease (increase) in accounts receivable — affiliates			4,217				909				(929	)
Other			2,525				1,253				927
Net cash from financing activities		$	(152,767	)		$	(91,423	)		$	(173,074	)
Net increase in cash and cash equivalents			106,419				56,749				6,510
Cash and cash equivalents, beginning of year			64,156				7,407				897
Cash and cash equivalents, end of year		$	170,575			$	64,156			$	7,407
Supplemental information
Cash paid for interest, net of interest capitalized		$	128,742			$	134,266			$	136,172
Cash paid for income taxes			1,169				1,654				1,651
Supplemental schedule of non-cash investing and financing activities
Distributions declared but not paid		$	35,295			$	33,025			$	42,937
Value of shares issued under benefit plans, net of cancellations			14,401				6,653				10,766
Conversion of operating partnership units to common shares			3,536				3,753				15,793
Accrual associated with construction and capital expenditures			6,590				5,189				24,167
Conversion of mezzanine notes to joint venture equity			43,279				18,496				—
Change of fair value of available-for-sale investments, net of tax			3,306				—				—
Debt disposed of through disposition			—				—				14,010
Contribution of real estate assets to joint ventures			—				—				10,523
Consolidation of joint venture at fair value, net of cash
Real estate assets			238,885				—				—
In-place leases			4,962				—				—
Other assets			1,135				—				—
Mortgage debt assumed			188,119				—				—
Other liabilities			3,197				—				—

See Notes to Consolidated Financial Statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Description 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. Our multifamily apartment communities are referred to as “communities,” “multifamily communities,” “properties,” or “multifamily properties” in the following discussion. 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.

2. Summary of Significant Accounting Policies and Recent Accounting Pronouncements

Principles of Consolidation. Our consolidated financial statements include our accounts and the accounts of other subsidiaries and joint ventures (including partnerships and limited liability companies) over which we have control. All intercompany transactions, balances, and profits have been eliminated in consolidation. Investments acquired or created are continuously evaluated based on the accounting guidance relating to variable interest entities (“VIEs”), which requires the consolidation of VIEs in which we are considered to be the primary beneficiary. If the investment is determined not to be a VIE, then the investment is evaluated for consolidation (primarily using a voting interest model) under the remaining consolidation guidance relating to real estate entities. If we are the general partner of a limited partnership, or manager of a limited liability company, we also consider the consolidation guidance relating to the rights of limited partners (non-managing members) to assess whether any rights held by the limited partners overcome the presumption of control by us.

Allocations of Purchase Price. Upon the acquisition of real estate, we allocate the purchase price between tangible and intangible assets, which includes land, buildings, furniture and fixtures, the value of in-place leases, including above and below market leases, and acquired liabilities. When allocating the purchase price to acquired properties, we allocate costs to the estimated intangible value of in-place leases and above or below market leases and to the estimated fair value of furniture and fixtures, land, and buildings on a value determined by assuming the property was vacant by applying methods similar to those used by independent appraisers of income-producing property. Depreciation is computed on a straight-line basis over the remaining useful lives of the related tangible assets. The value of in-place leases and above or below market leases is amortized over the estimated average remaining life of leases in place at the time of acquisition. The unamortized value of in-place leases at December 31, 2010, was approximately $3.9 million. Amortization expense will be recognized over the remaining life of these in-place leases in 2011. Estimates of fair value of acquired debt are based upon interest rates available for the issuance of debt with similar terms and remaining maturities.

Asset Impairment. Long-lived assets are reviewed for impairment annually or whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Impairment exists if estimated future undiscounted cash flows associated with long-lived assets are not sufficient to recover the carrying value of such assets. We consider projected future discounted and undiscounted cash flows, trends, strategic decisions regarding future development plans, and other factors in our assessment of whether impairment conditions exist. When impairment exists, the long-lived asset is adjusted to its fair value. While we believe our estimates of future cash flows are reasonable, different assumptions regarding a number of factors, including market rents, economic conditions, and occupancies could significantly affect these estimates. In estimating fair value, management uses appraisals, management estimates, and discounted cash flow calculations which maximize inputs from a marketplace participant’s perspective.

In addition, we evaluate our investments in joint ventures and if we believe there is an other than temporary decline in market value of our investment, we will record an impairment charge.

The value of our properties under development depends on market conditions, including estimates of the project start date as well as estimates of demand for multifamily communities. We have reviewed market trends and other marketplace information and have incorporated this information as well as our current outlook into the assumptions we use in our impairment analyses. Due to, among other factors, the judgment and assumptions applied in the impairment analyses and the fact limited market information regarding the value of comparable land exists at this time, it is possible actual results could differ substantially from those estimated.

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We believe the carrying value of our operating real estate assets, properties under development, and land is currently recoverable. However, if market conditions deteriorate or if changes in our development strategy significantly affect any key assumptions used in our fair value calculations, we may need to take material charges in future periods for impairments related to existing assets. Any such material non-cash charges would have an adverse effect on our consolidated financial position and results of operations.

Cash and Cash Equivalents. All cash and investments in money market accounts and other highly liquid securities with a maturity of three months or less at the date of purchase are considered to be cash and cash equivalents. We maintain the majority of our cash and cash equivalents at major financial institutions in the United States and deposits with these financial institutions may exceed the amount of insurance provided on such deposits; however, we regularly monitor the financial stability of these financial institutions and believe we are not currently exposed to any significant default risk with respect to these deposits.

Cost Capitalization. Real estate assets are carried at cost plus capitalized carrying charges. Carrying charges are primarily interest and real estate taxes which are capitalized as part of properties under development. Capitalized interest is generally based on the weighted average interest rate of our unsecured debt. Transaction costs associated with the acquisition of real estate assets are expensed. Expenditures directly related to the development and improvement of real estate assets are capitalized at cost as land and buildings and improvements. Indirect development costs, including salaries and benefits and other related costs directly attributable to the development of properties are also capitalized. All construction and carrying costs are capitalized and reported in the balance sheet as properties under development until the apartment homes are substantially completed. Upon substantial completion of the apartment homes, the total cost for the apartment homes and the associated land is transferred to buildings and improvements and land, respectively.

As discussed above, carrying charges are principally interest and real estate taxes capitalized as part of properties under development and buildings and improvements. Capitalized interest was approximately $5.7 million, $10.3 million, and $17.7 million for the years ended December 31, 2010, 2009, and 2008, respectively. Capitalized real estate taxes were approximately $0.8 million, $1.9 million, and $3.4 million for the years ended December 31, 2010, 2009, and 2008, respectively.

Where possible, we stage our construction to allow leasing and occupancy during the construction period, which we believe minimizes the duration of the lease-up period following completion of construction. Our accounting policy related to properties in the development and leasing phase is to expense all operating expenses associated with completed apartment homes. We capitalize renovation and improvement costs we believe extend the economic lives of depreciable property. Capital expenditures subsequent to initial construction are capitalized and depreciated over their estimated useful lives.

Depreciation and amortization is computed over the expected useful lives of depreciable property on a straight-line basis with lives generally as follows:

		Estimated
		Useful Life
Buildings and improvements		5-35 years
Furniture, fixtures, equipment and other		3-20 years
Intangible assets (in-place leases and above and below market leases)		underlying lease term

Derivative Financial Instruments. Derivative financial instruments are recorded in the consolidated balance sheets at fair value and we do not apply master netting for financial reporting purposes. Accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether we have elected to designate a derivative in a hedging relationship and apply hedge accounting, and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows or other types of forecasted transactions are cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes attributable to the earnings effect of the hedged transactions. We may enter into derivative contracts which are intended to economically hedge certain of our risks, even though hedge accounting does not apply or we elect not to apply hedge accounting.

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Discontinued Operations. A property is classified as a discontinued operation when (i) the operations and cash flows of the property can be clearly distinguished and have been or will be eliminated from our ongoing operations; (ii) the property has either been disposed of or is classified as held for sale; and (iii) we will not have any significant continuing involvement in the operations of the property after the disposal transactions. Significant judgments are involved in determining whether a property meets the criteria for discontinued operations reporting and the period in which these criteria are met. A property is classified as held for sale when (i) management commits to a plan to sell and it is actively marketed; (ii) it is available for immediate sale in its present condition and the sale is expected to be completed within one year; and (iii) it is unlikely significant changes to the plan will be made or the plan will be withdrawn. In isolated instances, assets held for sale may exceed one year due to events or circumstances beyond our control.

The results of operations for properties sold during the period or classified as held for sale at the end of the current period are classified as discontinued operations in the current and prior periods. The property-specific components of earnings classified as discontinued operations include separately identifiable property-specific revenues, expenses, depreciation, and interest expense, if any. The gain or loss resulting from the eventual disposal of the held for sale properties is also classified within discontinued operations. Real estate assets held for sale are measured at the lower of carrying amount or fair value less costs to sell and are presented separately in the accompanying consolidated balance sheets. Subsequent to classification of a property as held for sale, no further depreciation is recorded. Properties sold by our unconsolidated entities are not included in discontinued operations and related gains or losses are reported as a component of equity in income (loss) of joint ventures.

Gains on sale of real estate are recognized using the full accrual or partial sale methods, as applicable, in accordance with accounting principles generally accepted in the United States of America (“GAAP”), provided various criteria relating to the terms of sale and any subsequent involvement with the real estate sold are met.

Income Recognition. Our rental and other property revenue is recorded when due from residents and is recognized monthly as it is earned. Other property revenue consists primarily of utility rebillings and administrative, application, and other transactional fees charged to our residents. Our apartment homes are rented to residents on lease terms generally ranging from six to fifteen months, with monthly payments due in advance. All other sources of income, including from interest and fee and asset management income, are recognized as earned. Eight of our properties are subject to rent control. Operations of multifamily properties acquired are recorded from the date of acquisition in accordance with the acquisition method of accounting. In management’s opinion, due to the number of residents, the types and diversity of submarkets in which our properties operate, and the collection terms, there is no significant concentration of credit risk.

Insurance. Our primary lines of insurance coverage are property, general liability, and health and workers’ compensation. We believe our insurance coverage adequately insures our properties against the risk of loss attributable to fire, earthquake, hurricane, tornado, flood, and other perils and adequately insures us against other risks. Losses are accrued based upon our estimates of the aggregate liability for claims incurred using certain actuarial assumptions followed in the insurance industry and based on our experience.

Other Assets, Net. Other assets in our consolidated financial statements include investments under deferred compensation plans, deferred financing costs, non-real estate leasehold improvements and equipment, prepaid expenses, the value of in-place leases net of related accumulated amortization, available-for-sale investments, and other miscellaneous receivables. Investments under deferred compensation plans are classified as trading securities and are adjusted to fair market value at period end. See further discussion of our investments under deferred compensation plans in Note 11, “Share-based Compensation and Benefit Plans.” Deferred financing costs are amortized no longer than the terms of the related debt on the straight-line method, which approximates the effective interest method. Corporate leasehold improvements and equipment are depreciated using the straight-line method over the shorter of the expected useful lives or the lease terms which range from three to ten years. Our available-for-sale investments are carried at fair value with unrealized gains and losses included in accumulated other comprehensive income (loss), a separate component of shareholders’ equity.

Reportable Segments. Our multifamily communities are geographically diversified throughout the United States, and management evaluates operating performance on an individual property level. As each of our apartment communities has similar economic characteristics, residents, and products and services, our apartment communities have been aggregated into one reportable segment. Our multifamily communities generate rental revenue and other income through the leasing of apartment homes, which comprised approximately 97% of our total property revenues and total non-property income, excluding income (loss) on deferred compensation plans for the year ended December 31, 2010, and approximately 98% for each of the years ended December 31, 2009, and 2008.

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Restricted Cash. Restricted cash consists of escrow deposits held by lenders for property taxes, insurance and replacement reserves, cash required to be segregated for the repayment of residents’ security deposits, and escrowed amounts related to our development and acquisition activities. Substantially all restricted cash is invested in demand and short-term instruments.

Share-based Compensation. Compensation expense associated with share-based awards is recognized in our consolidated statements of income and comprehensive income using the grant-date fair values. Compensation cost for all share-based awards, including options, requires measurement at estimated fair value on the grant date and recognition of compensation expense over the requisite service period for awards expected to vest. The fair value of stock option grants is estimated using the Black-Scholes valuation model. Valuation models require the input of assumptions, including judgments to estimate the expected stock price volatility, expected life, and forfeiture rate. The compensation cost for share-based awards is based on the market value of the shares on the date of grant.

Use of Estimates. In the application of GAAP, management is required to make estimates and assumptions which affect the reported amounts of assets and liabilities at the date of the financial statements, results of operations during the reporting periods, and related disclosures. Our more significant estimates include estimates supporting our impairment analysis related to the carrying values of our real estate assets, estimates related to the valuation of our investments in joint ventures, and estimates and assumptions used to determine the entity with the power to direct activities that most significantly impacts economic performance of potential variable interest entities. These estimates are based on historical experience and other assumptions believed to be reasonable under the circumstances. Future events rarely develop exactly as forecasted, and the best estimates routinely require adjustment.

3. Share Data

Basic earnings per share are computed using net income (loss) attributable to common shareholders and the weighted average number of common shares outstanding. Diluted earnings per share reflect common shares issuable from the assumed conversion of common share options and share awards granted and units convertible into common shares. Only those items having a dilutive impact on our basic earnings per share are included in diluted earnings per share. Our unvested share-based awards are considered participating securities and are reflected in the calculation of basic and diluted earnings per share using the two-class method. The number of common share equivalent securities excluded from the diluted earnings per share calculation was approximately 4.8 million, 4.9 million, and 5.2 million for the years ended December 31, 2010, 2009, and 2008, respectively. These securities, which include common share options and share awards granted and units convertible into common shares, were excluded from the diluted earnings per share calculation as they are anti-dilutive.

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The following table presents information necessary to calculate basic and diluted earnings per share for the periods indicated:

		Year Ended December 31,
(in thousands, except per share amounts)		2010				2009				2008
Basic earnings per share calculation
Income (loss) from continuing operations attributable to common shareholders		$	10,121			$	(72,788	)		$	(17,666	)
Amount allocated to participating securities			(265	)			637				(329	)
Income (loss) from continuing operations attributable to common shareholders, net of amount allocated to participating securities			9,856				(72,151	)			(17,995	)
Income from discontinued operations, including gain on sale, attributable to common shareholders			13,095				21,988				88,639
Net income (loss) attributable to common shareholders, as adjusted — basic		$	22,951			$	(50,163	)		$	70,644
Income (loss) from continuing operations attributable to common shareholders, as adjusted — per share		$	0.14			$	(1.15	)		$	(0.32	)
Income from discontinued operations, including gain on sale, attributable to common shareholders — per share			0.19				0.35				1.60
Net income (loss) attributable to common shareholders, as adjusted — per share		$	0.33			$	(0.80	)		$	1.28
Weighted average number of common shares outstanding			68,608				62,359				55,272
Diluted earnings per share calculation
Income (loss) from continuing operations attributable to common shareholders, net of amount allocated to participating securities		$	9,856			$	(72,151	)		$	(17,995	)
Income allocated to common units			—				—				—
Income (loss) from continuing operations attributable to common shareholders, as adjusted			9,856				(72,151	)			(17,995	)
Income from discontinued operations, including gain on sale, attributable to common shareholders			13,095				21,988				88,639
Net income (loss) attributable to common shareholders, as adjusted		$	22,951			$	(50,163	)		$	70,644
Income (loss) from continuing operations attributable to common shareholders, as adjusted — per share		$	0.14			$	(1.15	)		$	(0.32	)
Income from discontinued operations, including gain on sale, attributable to common shareholders — per share			0.19				(0.35	)			1.60
Net income (loss) attributable to common shareholders, as adjusted — per share		$	0.33			$	(0.80	)		$	1.28
Weighted average number of common shares outstanding			68,608				62,359				55,272
Incremental shares issuable from assumed conversion of:
Common share options and share awards granted			349				—				—
Common units			—				—				—
Weighted average number of common shares and dilutive equivalent common shares outstanding			68,957				62,359				55,272

4. 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.

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We currently have an automatic shelf registration statement on file with the Securities and Exchange Commission which allows us to offer, from time to time, an unlimited amount of common shares, preferred shares, debt securities, or warrants. Our declaration of trust provides we may issue up to 110 million shares of beneficial interest, consisting of 100 million common shares and 10 million preferred shares. As of December 31, 2010, we had approximately 69.6 million common shares outstanding, net of treasury shares and shares held in our deferred compensation arrangements, and no preferred shares outstanding.

5. Operating Partnerships

At December 31, 2010, approximately 12% of our multifamily apartment homes were held in Camden Operating, L.P (“Camden Operating” or the “operating partnership”). Camden Operating has issued both common and preferred limited partnership units. As of December 31, 2010, we held 89.8% of the common limited partnership units and the sole 1% general partnership interest of the operating partnership. The remaining common limited partnership units, comprising approximately 1.1 million units, are primarily held by former officers, directors, and investors of Paragon Group, Inc., which we acquired in 1997. Each common limited partnership unit is redeemable for one common share of Camden or cash at our election. Holders of common limited partnership units are not entitled to rights as shareholders prior to redemption of their common limited partnership units. No member of our management owns Camden Operating common limited partnership units, and two of our ten trust managers own Camden Operating common limited partnership units.

Camden Operating has $100 million of 7.0% Series B Cumulative Redeemable Perpetual Preferred Units outstanding. Distributions on the preferred units are payable quarterly in arrears. The Series B preferred units were redeemable beginning in December 2008 by the operating partnership for cash at par plus the amount of any accumulated and unpaid distributions. There were no redemptions as of December 31, 2010. The preferred units are convertible beginning in 2015 by the holder into a fixed number of corresponding Series B Cumulative Redeemable Perpetual Preferred Shares of Camden. The Series B preferred units are subordinate to present and future debt.

We are the controlling managing member interest in Oasis Martinique, LLC, which owns one property in Orange County, California and is included in our consolidated financial statements. The remaining interests, comprising approximately 0.4 million units, are exchangeable into approximately 0.3 million of our common shares.

At December 31, 2010, approximately 25% of our multifamily apartment homes were held in Camden Summit Partnership, L.P. (the “Camden Summit Partnership”). The Camden Summit Partnership has issued common limited partnership units. As of December 31, 2010, we held 94.0% of the common limited partnership units and the sole 1% general partnership interest of the Camden Summit Partnership. The remaining common limited partnership units, comprising approximately 1.1 million units, are primarily held by former officers, directors, and investors of Summit Properties Inc. (“Summit”), a company we acquired in 2005. Each common limited partnership unit is redeemable for one common share of Camden or cash at our election. Holders of common limited partnership units are not entitled to rights as shareholders prior to redemption of their common limited partnership units. No member of our management owns Camden Summit Partnership common limited partnership units, and two of our ten trust managers own Camden Summit Partnership common limited partnership units.

6. Income Taxes

We have maintained and intend to maintain our election as a REIT under the Internal Revenue Code of 1986, as amended. 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. As a REIT, we generally will not be subject to federal income tax on our taxable income at the corporate level to the extent such income is distributed to our shareholders annually. If our taxable income exceeds our dividends in a tax year, REIT tax rules allow us to designate dividends from the subsequent tax year in order to avoid current taxation on undistributed income. If we fail to qualify as a REIT in any taxable year, we will be subject to federal and state income taxes at regular corporate rates, including any applicable alternative minimum tax. In addition, we may not be able to requalify as a REIT for the four subsequent taxable years. Historically, we have incurred only state and local income, franchise and margin taxes. Taxable income from non-REIT activities managed through taxable REIT subsidiaries is subject to applicable federal, state, and local income and margin taxes. Our operating partnerships are flow-through entities and are not subject to federal income taxes at the entity level. We have provided for federal, state, and local income, franchise, and margin taxes in the consolidated statements of income and comprehensive income for the years ended December 31, 2010, 2009 and 2008. These taxes are primarily for margin taxes and entity level state income and franchise taxes on certain ventures, and federal taxes on one of our taxable REIT subsidiaries. We have no significant temporary differences or tax credits associated with our taxable REIT subsidiaries.

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The following table reconciles net income to REIT taxable income for the years ended December 31:

		Year Ended December 31,
(in thousands)		2010				2009				2008
Net income (loss)		$	31,142			$	(44,203	)		$	82,025
Less (income) loss attributable to noncontrolling interests			(926	)			403				(4,052	)
Less income allocated to perpetual preferred units			(7,000	)			(7,000	)			(7,000	)
Net income (loss) attributable to common shareholders			23,216				(50,800	)			70,973
Loss of taxable REIT subsidiaries included above			2,056				25,124				9,239
Net income (loss) from REIT operations			25,272				(25,676	)			80,212
Book depreciation and amortization, including discontinued operations			179,662				178,607				175,162
Tax depreciation and amortization			(158,134	)			(164,639	)			(164,327	)
Book/tax difference on gains/losses from capital transactions			37,798				(7,059	)			826
Book/tax difference on impairment associated with land development activities			—				62,397				51,323
Other book/tax differences, net			(10,565	)			(24,188	)			(15,410	)
REIT taxable income			74,033				19,442				127,786
Dividends paid deduction			(124,999	)			(128,507	)			(151,346	)
Dividends paid in excess of taxable income		$	(50,966	)		$	(109,065	)		$	(23,560	)

A schedule of per share distributions we paid and reported to our shareholders is set forth in the following table:

		Year Ended December 31,
		2010				2009				2008
Common Share Distributions
Ordinary income		$	0.89			$	1.74			$	1.34
Long-term capital gain			0.20				0.25				0.91
Unrecaptured Sec. 1250 gain			0.48				0.06				0.55
Return of capital			0.23				—				—
Total		$	1.80			$	2.05			$	2.80
Percentage of distributions representing tax preference items			3.91	%			3.94	%			5.59	%

We have taxable REIT subsidiaries which are subject to federal and state income taxes. At December 31, 2010, our taxable REIT subsidiaries had net operating loss carryforwards (“NOL’s”) of approximately $25.1 million which expire in years 2019 to 2030. Because NOL’s are subject to certain change of ownership, continuity of business, and separate return year limitations, and because it is unlikely the available NOL’s will be utilized or because we consider any amounts possibly utilized to be immaterial, no benefits of these NOL’s have been recognized in our consolidated financial statements.

The carrying value of net assets reported in our consolidated financial statements at December 31, 2010 exceeded the tax basis by approximately $843.9 million.

Income Tax Expense — Current. For the tax years ended December 31, 2010, 2009, and 2008, we had current income tax expense of approximately $1.6 million, $1.0 million, and $0.8 million, respectively. The 2010 tax expense was comprised mainly of entity level state income taxes on certain ventures and federal income tax on one of our taxable REIT subsidiaries. The 2009 and 2008 amounts were comprised mainly of state income taxes.

Income Tax Expense — Deferred. For the years ended December 31, 2010, 2009, and 2008, our deferred tax expense was not significant.

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The company and its subsidiaries’ income tax returns are subject to examination by federal, state and local tax jurisdictions for years 2007 through 2009. Net income tax loss carryforwards and other tax attributes generated in years prior to 2007 are also subject to challenge in any examination of those tax years. The company and its subsidiaries are not under any notice of audit from any taxing authority at year end 2010. We believe we have no uncertain tax positions or unrecognized tax benefits requiring disclosure for the periods presented.

7. Property Acquisitions, Discontinued Operations, and Impairments

Acquisitions. During 2010, we acquired three multifamily properties for an aggregate of approximately $63.0 million on behalf of one of our discretionary investment funds (the “Fund”) in which we have a 20% ownership interest. The acquisitions were comprised of 306 units located in Houston, Texas, 110 units located in Atlanta, Georgia and 270 units located in Corpus Christi, Texas.

In August 2010, the ownership of one of our joint ventures, which owns a multifamily property located in Irvine, California, was restructured and resulted in our ownership interest increasing from 30% to 99.99%. We previously accounted for this joint venture in accordance with the equity method of accounting. Following this restructuring, we have consolidated this entity for financial reporting purposes. At the time of this restructuring, we recorded the assets and liabilities of the joint venture at fair value, which resulted in an increase of real estate assets of approximately $92.7 million and a reduction to investments in joint ventures and notes receivable-affiliates of approximately $21.2 million and $20.7 million, respectively. We did not record a gain or loss on this restructuring as the net consideration approximated the fair market value of the net assets received. Subsequent to this restructuring, we repaid the joint venture’s existing $52.1 million secured note, which accrued interest at LIBOR plus 2.25%, and the joint venture entered into a 35 year secured credit agreement with a third-party lender in the amount of $53.0 million with an effective annual interest rate of approximately 4.35%.

In December 2010, the ownership of two of our joint ventures, which own multifamily properties located in Houston, Texas and College Park, Maryland, were restructured and resulted in our ownership interests increasing from 30% to 99.99%. We previously accounted for these joint ventures in accordance with the equity method of accounting. Following this restructuring, we have consolidated these entities for financial reporting purposes. At the time of this restructuring, we recorded the assets and liabilities of the joint ventures at fair value, which resulted in an increase of real estate assets of approximately $146.2 million and a reduction to investments in joint ventures and notes receivable-affiliates of approximately $2.4 million and $14.3 million, respectively. We did not record a gain or loss on this restructuring as the net consideration approximated the fair market value of the net assets received. Subsequent to this restructuring, we repaid one joint venture’s existing $108.8 million secured note, which accrued interest at LIBOR plus 2.0%. Additionally, we assumed the debt of one of the joint venture’s secured notes with third-party lenders for approximately $27.2 million, and repaid one of the secured notes for approximately $4.6 million. The remaining $22.6 million secured note matures in May 2019 and has an effective annual interest rate of 5.33%.

The following is a summary of revenue and earnings, which represents property revenue less property expenses, for the three restructured joint ventures from their respective consolidation dates through December 31, 2010:

(in thousands)
Property revenues		$	2,612
Property operating income		$	1,548

The following summarized pro forma consolidated income statement information assumes the acquisition of control of the three joint ventures discussed above occurred as of January 1, 2009:

		Year Ended December 31,
		2010				2009
(in thousands)		(unaudited)
Property revenues		$	627,565			$	630,463
Property operating income		$	372,630			$	380,142

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We did not acquire any operating properties in 2009 or 2008.

Discontinued Operations. Two operating properties, one operating property, and eight operating properties were sold in the years ended December 31, 2010, 2009, and 2008, respectively. Income from discontinued operations in each of the years includes the results of operations of the operating properties that were sold during such year through their sale dates.

The following is a summary of income from discontinued operations for the years presented below:

		Year Ended December 31,
(in thousands)		2010				2009				2008
Property revenues		$	10,774			$	14,324			$	27,465
Property expenses			4,582				5,863				12,470
			6,192				8,461				14,995
Interest			—				—				466
Depreciation and amortization			2,711				3,360				6,088
Income from discontinued operations		$	3,481			$	5,101			$	8,441
Gain on sale of discontinued operations		$	9,614			$	16,887			$	80,198

Impairment. The impairment associated with land development activities for the years ended December 31, 2009 and 2008 totaled approximately $72.2 million and $50.2 million, respectively, for the difference between the estimated fair value and the carrying value of various land holdings for development projects we either placed on hold or planned to not pursue.

Impairment for the year ended December 31, 2009 included $13.4 million of costs capitalized and exit costs associated with a land development joint venture we placed on hold. In the fourth quarter of 2010, this joint venture was dissolved. Refer to Note 8, “Investments in Joint Ventures,” for further discussion.

During the fourth quarter of 2010, we wrote-off a $1.0 million investment associated with a technology investment which we determined was no longer recoverable.

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8. Investments in Joint Ventures

As of December 31, 2010, our equity investments in unconsolidated joint ventures, which we account for utilizing the equity method of accounting, consisted of 20 joint ventures, with our ownership percentages ranging from 15% to 72%. We provide property management services to the majority of these joint ventures which own operating properties and may provide asset management services in addition to construction and development services to the joint ventures which own properties under development. The following table summarizes aggregate balance sheet and statement of income data for the unconsolidated joint ventures as of December 31 (in millions):

		2010 (2)				2009
Total assets		$	935.3			$	1,202.0
Total third-party debt			810.1				980.9
Total equity			105.3				151.9

		2010				2009				2008
Total revenues		$	137.6			$	137.3			$	127.1
Net income (loss)			(19.1	)			(18.0	)			(18.7	)
Equity in income (loss) (1)			(0.8	)			0.7				(1.3	)

(1)		Equity in income (loss) of unconsolidated joint ventures excludes our ownership interest of fee income from various property management services and interest income from mezzanine loans with our joint ventures.
(2)		During 2010, we consolidated three joint ventures previously accounted for in accordance with the equity method. Refer to Note 7, “Property Acquisitions, Discontinued Operations and Impairments,” for further discussion of these restructurings.

The joint ventures in which we have an interest have been funded in part with secured third-party debt. We have guaranteed no more than our proportionate interest, totaling approximately $11.0 million, of two loans utilized for construction and development activities for our joint ventures.

Mezzanine loans we have made to affiliated joint ventures are recorded as “Notes receivable — affiliates” and as of December 31, 2010 and 2009, the balance was $3.2 million and $45.8 million, respectively. At December 31, 2010, we had one mezzanine loan outstanding and our commitment to fund additional amounts under this mezzanine loan was approximately $6.0 million.

We may earn fees for property and asset management, construction, development, and other services related primarily to joint ventures in which we own an interest. Fees earned for these services amounted to approximately $8.2 million, $8.0 million, and $9.2 million for the years ended December 31, 2010, 2009, and 2008, respectively. We eliminate fee income from property management services provided to these joint ventures to the extent of our ownership.

On April 15, 2010, a $24.5 million secured third-party construction note made by one of our joint ventures which owns a multifamily property located in Houston, Texas, originally scheduled to mature in April 2010, was contractually extended to April 2011. Concurrent with the construction note extension, our $8.2 million mezzanine loan to this joint venture was converted into an additional $7.2 million common equity interest in the joint venture (with a preference on distribution of cash flows) and $1.0 million common equity interest in the joint venture (without such preference).

In the fourth quarter of 2010, we dissolved a joint venture located in Austin, Texas. In connection with the dissolution, our joint venture partner purchased the third-party debt made by this joint venture from the note holder, which relieved us of our guarantee of our proportionate interest of this debt of approximately $4.2 million; we had previously recorded a charge for this indemnification. Accordingly, we recorded the $4.2 million as other income in our 2010 consolidated statements of income and comprehensive income.

In February 2011, the Fund acquired one multifamily property for approximately $44.5 million. The multifamily property is located in Houston, TX and is comprised of 352 apartment homes.

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9. Notes Payable

The following is a summary of our indebtedness:

		December 31,
(in millions)		2010				2009
Commercial Banks
Unsecured line of credit and short-term borrowings		$	—			$	—
Term loan, due 2012			500.0				500.0
		$	500.0			$	500.0
Senior unsecured notes
4.39% Notes, due 2010			—				55.3
6.75% Notes, due 2010			—				57.8
7.69% Notes, due 2011			88.0				87.9
5.93% Notes, due 2012			189.5				189.4
5.45% Notes, due 2013			199.6				199.4
5.08% Notes, due 2015			249.2				249.0
5.75% Notes, due 2017			246.1				246.1
			972.4				1,084.9
Medium-term notes
4.90% Notes, due 2010			—				10.2
6.79% Notes, due 2010			—				14.5
4.99% Notes, due 2011			35.4				36.3
			35.4				61.0
Total unsecured notes payable			1,507.8				1,645.9
Secured notes
1.12% - 6.00% Conventional Mortgage Notes, due 2011 — 2045			1,015.7				937.8
1.78% Tax-exempt Mortgage Note, due 2028			40.3				41.5
			1,056.0				979.3
Total notes payable		$	2,563.8			$	2,625.2
Floating rate tax-exempt debt included in secured notes (1.78%)		$	40.3			$	41.5
Floating rate debt included in secured notes (1.12% - 1.70%)			189.9				186.9
Value of real estate assets, at cost, subject to secured notes			1,629.6				1,487.1

In August 2010, we entered into a $500 million unsecured credit facility, with the option to increase this credit facility to $600 million, which matures in August 2012 and may be extended at our option to August 2013. This facility replaced our $600 million unsecured credit facility which was scheduled to mature in January 2011. Interest rate spreads float on a margin based on LIBOR and are subject to change as our credit ratings change. Advances under the line of credit may be priced at the scheduled rates, or we may enter into bid rate loans with participating banks at rates below the scheduled rates. These bid rate loans have terms of 180 days or less and may not exceed the lesser of $250 million or the remaining amount available under the line of credit. The line of credit is subject to customary financial covenants and limitations, all of which we are in compliance.

Our line of credit provides us with the ability to issue up to $100 million in letters of credit. While our issuance of letters of credit does not increase our borrowings outstanding under our line of credit, it does reduce the amount available. At December 31, 2010, we had outstanding letters of credit totaling approximately $10.2 million, leaving approximately $489.8 million available under our unsecured line of credit.

As part of the 2005 Summit merger, we assumed certain debt and recorded approximately $33.9 million as a fair value adjustment which is being amortized over the respective debt terms. As of December 31, 2010, approximately $0.4 million of the fair value adjustment remained unamortized and substantially all of the remaining adjustment will be recorded as an adjustment to interest expense in 2011. We recorded amortization of the fair value adjustment, which resulted in a decrease of interest expense of approximately $1.1 million, $2.3 million, and $5.4 million during the years ended December 31, 2010, 2009, and 2008, respectively.

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Subsequent to the restructuring of one of our unconsolidated joint ventures in August 2010, this now fully consolidated joint venture entered into a 35 year secured credit agreement with a third-party lender in the amount of $53.0 million with an effective annual interest rate of approximately 4.35%. Refer to Note 7, “Property Acquisitions, Discontinued Operations, and Impairments,” for further discussion of this transaction.

As part of the joint venture restructurings in December 2010, we assumed the debt of one of the joint venture’s secured notes with a third-party lender for approximately $22.6 million, which matures in May 2019 and has an effective annual interest rate of 5.33%. See Note 7, “Property Acquisitions, Discontinued Operations and Impairments,” for further discussion of these restructurings.

At December 31, 2010 and 2009, the weighted average interest rate on our floating rate debt, which includes our unsecured line of credit, was approximately 1.3% and 1.2%, respectively.

Our indebtedness, including our unsecured line of credit, had a weighted average maturity of approximately 5.5 years at December 31, 2010. Scheduled repayments on outstanding debt, including our line of credit and scheduled principal amortizations, and the weighted average interest rate on maturing debt at December 31, 2010 are as follows:

						Weighted Average
(in millions)		Amount				Interest Rate
2011		$	159.0				6.2	%
2012			763.0				5.4
2013			228.4				5.4
2014			11.4				6.0
2015			252.7				5.1
2016 and thereafter			1,149.3				4.6
Total		$	2,563.8				5.1	%

The remaining principal amount outstanding on our 7.69% senior unsecured notes matured and was repaid in February 2011 for a total of approximately $88.0 million.

10. Derivative Instruments and Hedging Activities

Risk Management Objective of Using Derivatives. We are exposed to certain risks arising from both our business operations and economic conditions. We principally manage our exposures to a wide variety of business and operational risks through management of our core business activities. We manage economic risks, including interest rate, liquidity, and credit risk, primarily by managing the amount, sources, and duration of our debt funding and the use of derivative financial instruments. Specifically, we may enter into derivative financial instruments to manage exposures arising from business activities resulting in differences in the amount, timing, and duration of our known or expected cash payments principally related to our borrowings.

Cash Flow Hedges of Interest Rate Risk. Our objectives in using interest rate derivatives are to add stability to interest expense and to manage our exposure to interest rate movements. To accomplish these objectives, we primarily use interest rate swaps and caps as part of our interest rate risk management strategy. Interest rate swaps involve the receipt of variable rate amounts from a counterparty in exchange for us making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. Interest rate caps involve the receipt of variable rate amounts from a counterparty if interest rates rise above the strike rate on the contract in exchange for an upfront premium.

Designated Hedges. The effective portion of changes in the fair value of derivatives designated and qualifying as cash flow hedges is recorded in accumulated other comprehensive income or loss and is subsequently reclassified into earnings in the period the hedged forecasted transaction affects earnings. Over the next twelve months, we estimate an additional $22.6 million will be reclassified to interest expense. The ineffective portion of the change in fair value of the derivatives, if any, is recognized directly in earnings. No portion was ineffective during the years ended December 31, 2010, 2009, and 2008.

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As of December 31, 2010, we had the following outstanding interest rate derivatives designated as cash flow hedges of interest rate risk:

Interest Rate Derivative		Number of Instruments				Notional Amount
Interest Rate Swaps			2			$516.6 million

Non-designated Hedges. Derivatives not designated as hedges are not speculative and are used to manage our exposure to interest rate movements and other identified risks. Non-designated hedges are either specifically non-designated by management or do not meet strict hedge accounting requirements. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in earnings in other income or other expense.

As of December 31, 2010, we had the following outstanding interest rate derivative which was not designated as a hedge of interest rate risk:

Interest Rate Derivative		Number of Instruments				Notional Amount
Interest Rate Cap			1			$175.0 million

The table below presents the fair value of our derivative financial instruments as well as their classification in the consolidated balance sheets at December 31 (in millions):

		Fair Values of Derivative Instruments
		Asset Derivatives																Liability Derivatives
		2010								2009								2010								2009
		Balance								Balance								Balance								Balance
		Sheet				Fair				Sheet				Fair				Sheet				Fair				Sheet				Fair
		Location				Value				Location				Value				Location				Value				Location				Value
Derivatives designated as hedging instruments
Interest Rate Swaps																		Other Liabilities				$	36.9			Other Liabilities				$	41.1
Derivatives not designated as hedging instruments
Interest Rate Cap		Other Assets				$	—			Other Assets				$	0.1

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The tables below present the effect of our derivative financial instruments on the consolidated statements of income and comprehensive income for the years ended December 31 (in millions).

Effect of Derivative Instruments
																														Location of Gain or
																														(Loss) Recognized
																														in Income on
																														Derivative
		Amount of Loss Recognized in												Location of Loss																(Ineffective Portion
		Other Comprehensive Income												Reclassified from				Amount of Loss Reclassified												and Amount
Derivatives in Cash		(“OCI”) on Derivative												Accumulated OCI				from Accumulated OCI into												Excluded from
Flow		(Effective Portion)												into Income				Income (Effective Portion)												Effectiveness
Hedging Relationships		2010				2009				2008				(Effective Portion)				2010				2009				2008				Testing)
Interest Rate Swaps		$	19.1			$	12.3			$	44.4			Interest Expense				$	23.4			$	22.2			$	9.3			Not applicable

						Amount of Gain Recognized in Income
Derivatives Not Designated as		Location of Gain Recognized				on Derivative
Hedging Instruments		in Income on Derivative				2010				2009				2008
Interest Rate Cap		Other income				$	—			$	—			$	0.1

Credit-risk-related Contingent Features. Derivative financial investments expose us to credit risk in the event of non-performance by the counterparties under the terms of the interest rate hedge agreements. We believe we minimize our credit risk on these transactions by transacting with major creditworthy financial institutions. As part of our on-going control procedures, we monitor the credit ratings of counterparties and our exposure to any single entity, which we believe minimizes credit risk concentration. We believe the likelihood of realized losses from counterparty non-performance is remote.

Our agreements with each of our derivative counterparties contain provisions which provide the counterparty the right to declare a default on our derivative obligations if we are in default on any of our indebtedness, subject to certain thresholds. For all instances, these provisions include a default even if there is no acceleration of the indebtedness. Our agreements with each of our derivative counterparties also provide if we consolidate with, merge with or into, or transfer all or substantially all our assets to another entity and the creditworthiness of the resulting, surviving, or transferee entity is materially weaker than ours, the counterparty has the right to terminate the derivative obligations.

At December 31, 2010, the fair value of derivatives in a net liability position, which includes accrued interest but excludes any adjustment for nonperformance risk (the “termination value”), related to these agreements was approximately $38.6 million. As of December 31, 2010, we had not posted any collateral related to these agreements. If we were in breach of any of these provisions at December 31, 2010, or terminated these agreements, we would have been required to settle our obligations at their aggregate termination value of approximately $38.6 million.

11. Share-based Compensation and Benefit Plans

Incentive Plan. During 2002, our Board of Trust Managers adopted, and our shareholders approved, the 2002 Share Incentive Plan of Camden Property Trust (the “2002 Share Plan”). Under the 2002 Share Plan, we may issue up to 10% of the total of (i) the number of our common shares outstanding as of the plan date, February 5, 2002, plus (ii) the number of our common shares reserved for issuance upon conversion of securities convertible into or exchangeable for our common shares, plus (iii) the number of our common shares held as treasury shares. Compensation awards eligible to be granted under the 2002 Share Plan include various forms of incentive awards, including incentive share options, non-qualified share options, and share awards. The class of eligible persons which can receive grants of incentive awards under the 2002 Share Plan consists of key employees, consultants, and non-employee trust managers as determined by the Compensation Committee of our Board of Trust Managers. The 2002 Share Plan does not have a termination date; however, no incentive share options will be granted under this plan after February 5, 2012.

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Options. Options are exercisable, subject to the terms and conditions of the plan, in increments ranging from 20% to 33.33% per year on each of the anniversaries of the date of grant. The plan provides that the exercise price of an option will be determined by the Compensation Committee of the Board of Trust Managers on the day of grant, and to date all options have been granted at an exercise price that equals the fair market value on the date of grant. Options exercised during 2010 were exercised at prices ranging from $25.88 to $48.02 per option. At December 31, 2010, outstanding options and exercisable options were at prices ranging from $30.06 to $73.32 per option and had a weighted average remaining contractual life of approximately 5.1 years and 3.6 years, respectively.

The total intrinsic value of options exercised was approximately $1.5 million, $0.1 million, and $0.5 million during the years ended December 31, 2010, 2009 and 2008, respectively. As of December 31, 2010, there was approximately $2.3 million of total unrecognized compensation cost related to unvested options, which is expected to be amortized over the next four years.

The following table summarizes share outstanding options and exercisable options at December 31, 2010:

		Outstanding Options(1)								Exercisable Options(1)
Range of						Weighted								Weighted
Exercise						Average								Average
Prices		Number				Price				Number				Price
$30.06-$41.91			605,031			$	33.01				213,424			$	38.42
$42.90-$44.00			508,835				43.32				452,940				43.25
$45.53-$73.32			724,124				49.58				494,412				50.30
Total options			1,837,990			$	42.39				1,160,776			$	45.36

(1)		The aggregate intrinsic value of outstanding and exercisable options at December 31, 2010 was approximately $22.2 million and $10.9 million, respectively. The aggregate intrinsic values were calculated as the excess, if any, between our closing share price of $53.98 per share on December 31, 2010 and the strike price of the underlying award.

Valuation Assumptions. Options generally have a vesting period of three to five years. We estimate the fair values of each option award on the date of grant using the Black-Scholes option pricing model.

The following assumptions were used for options granted during each respective period:

		Year Ended
		December 31,
		2010				2009				2008
Weighted average fair value of options granted		$	11.69			$	3.06			$	5.06
Expected volatility		35.6% - 39.2%					33.0	%			20.5	%
Risk-free interest rate		3.6% - 3.7%					2.6	%			3.6	%
Expected dividend yield		4.1% - 4.4%					9.3	%			5.8	%
Expected life (in years)		7 - 9					7				7

Our computation of expected volatility for 2010 is based on the historical volatility of our common shares over a time period equal to the expected life of the option and ending on the grant date. The interest rate for periods within the contractual life of the award is based on the U.S. Treasury yield curve in effect at the time of grant. The expected dividend yield on our common shares is estimated using the annual dividends paid in the prior year and the market price on the date of grant. Our computation of expected life for 2010 is estimated based on historical experience of similar awards, giving consideration to the contractual terms of the share-based awards.

Share Awards and Vesting. Share awards generally have a vesting period of five years. The compensation cost for share awards is based on the market value of the shares on the date of grant and is amortized over the vesting period. To estimate forfeitures, we use actual forfeiture history. At December 31, 2010, the unamortized value of previously issued unvested share awards was approximately $22.1 million which is expected to be amortized over the next four years. The total fair value of shares vested during the years ended December 31, 2010, 2009, and 2008 was approximately $10.6 million, $10.2 million, and $8.8 million, respectively, and there were a total of 2.4 million vested share awards outstanding at December 31, 2010 with a weighted average issuance price of $38.72. At December 31, 2010, there were approximately 1.3 million share awards and options available for issuance.

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Total compensation cost for option and share awards charged against income was approximately $11.7 million, $8.7 million, and $7.3 million for 2010, 2009, and 2008, respectively. Total capitalized compensation cost for option and share awards was approximately $1.0 million, $1.7 million, and $2.6 million for 2010, 2009 and 2008, respectively.

The following table summarizes activity under our Share Incentive Plans for the three years ended December 31:

						Weighted								Weighted
						Average				Share				Average
		Options				Exercise /				Awards				Exercise /
		Outstanding				Grant Price				Outstanding				Grant Price
Balance at December 31, 2007			1,150,167			$	43.54				2,357,780			$	40.62
Vested share awards at December 31, 2007 (1)											(1,912,608	)			(34.79	)
Options and nonvested share awards outstanding at December 31, 2007			1,150,167			$	43.54				445,172			$	65.67
Granted			444,264				48.02				267,450				48.23
Exercised/Vested			(44,950	)			38.21				(155,892	)			58.33
Forfeited			(12,954	)			48.02				(36,445	)			58.10
Net activity			386,360								75,113
Balance at December 31, 2008			1,536,527			$	44.96				520,285			$	59.40
Granted			489,509				30.06				329,018				30.11
Exercised/Vested			(18,521	)			33.45				(188,892	)			53.76
Forfeited			(33,303	)			43.37				(65,258	)			51.06
Net activity			437,685								74,868
Balance at December 31, 2009			1,974,212			$	41.40				595,153			$	46.20
Granted			55,895				43.94				372,661				40.05
Exercised/Vested			(141,213	)			32.54				(214,923	)			49.17
Forfeited			(50,904	)			46.65				(11,386	)			39.64
Net activity			(136,222	)							146,352
Total options and nonvested share awards outstanding at December 31, 2010			1,837,990			$	42.39				741,505			$	42.16

(1)		Balance includes 76,563 shares at December 31, 2007, which do not impact compensation expense.

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Employee Share Purchase Plan (“ESPP”). We have established an ESPP for all active employees and officers who have completed one year of continuous service. Participants may elect to purchase our common shares through payroll deductions and/or through semi-annual contributions. At the end of each six-month offering period, each participant’s account balance is applied to acquire common shares at 85% of the market value, as defined, on the first or last day of the offering period, whichever price is lower. We currently use treasury shares to satisfy ESPP share requirements. Each participant must hold the shares purchased for nine months in order to receive the discount, and a participant may not purchase more than $25,000 in value of shares during any plan year, as defined. The following table presents information related to our ESPP:

		2010				2009				2008
Shares purchased			29,100				34,649				25,939
Weighted average fair value of shares purchased		$	50.70			$	35.68			$	37.81
Expense recorded (in millions)		$	0.5			$	0.4			$	0.1

In January 2011, approximately 21,825 shares were purchased under the ESPP related to the 2010 plan year.

Rabbi Trust. We established a rabbi trust for a select group of participants in which share awards granted under the share incentive plan and salary and other cash amounts earned may be deposited. The rabbi trust is an irrevocable trust and no portion of the trust fund may be used for any purpose other than the delivery of those assets to the participants. The assets held in the rabbi trust are subject to the claims of our general creditors in the event of bankruptcy or insolvency. The rabbi trust is in use only for deferrals made prior to 2005, including bonuses related to service in 2004 but paid in 2005.

The value of the assets of the rabbi trust are consolidated into our financial statements based on GAAP. Granted share awards held by the rabbi trust are classified in equity in a manner similar to the manner in which treasury stock is accounted. Subsequent changes in the fair value of the shares are not recognized. The deferred compensation obligation is classified as an equity instrument and changes in the fair value of the amount owed to the participant are not recognized. At December 31, 2010 and 2009, approximately 2.0 million share awards were held in the rabbi trust. Additionally, as of December 31, 2010 and 2009, the rabbi trust held trading securities totaling approximately $53.1 million and $61.7 million, respectively, which represents cash deferrals made by plan participants. Market value fluctuations on these trading securities are recognized in income in accordance with GAAP and the fair value of the liability due to participants is adjusted accordingly.

At December 31, 2010 and 2009, approximately $31.4 million and $34.7 million, respectively, was required to be paid to us by plan participants upon the withdrawal of any assets from the rabbi trust, and is included in “Accounts receivable-affiliates” in our consolidated financial statements.

Non-Qualified Deferred Compensation Plan. The Non-Qualified Deferred Compensation Plan (the “Plan”), effective December 1, 2004, is an unfunded arrangement established and maintained primarily for the benefit of a select group of participants. Eligible participants shall commence participation in the Plan on the date the deferral election first becomes effective. We will credit to the participant’s account an amount equal to the amount designated as the participant’s deferral for the plan year as indicated in the participant’s deferral election(s). Any modification to or termination of the Plan will not reduce a participant’s right to any vested amounts already credited to his or her account. At December 31, 2010 and 2009, approximately 0.7 million and 0.5 million share awards, respectively, were held in the Plan. Additionally, as of December 31, 2010 and 2009, the Plan held trading securities totaling approximately $14.3 million and $12.1 million, respectively, which represents cash deferrals made by plan participants. Market value fluctuations on these trading securities are recognized in income in accordance with GAAP and the fair value of the liability due to participants is adjusted accordingly.

4__01(k) Savings Plan. We have a 401(k) savings plan, which is a voluntary defined contribution plan. Under the savings plan, every employee is eligible to participate, beginning on the date the employee has completed six months of continuous service with us. Each participant may make contributions to the savings plan by means of a pre-tax salary deferral, which may not be less than 1% or more than 60% of the participant’s compensation. The federal tax code limits the annual amount of salary deferrals which may be made by any participant. We may make matching contributions on the participant’s behalf up to a predetermined limit. The matching contribution made for each of the years ended December 31, 2010 and 2009, was approximately $1.3 million, and was approximately $1.4 million for the year ended December 31, 2008. A participant’s salary deferral contribution is 100% vested and nonforfeitable. A participant will become vested in our matching contributions 33% after one year of service, 67% after two years of service and 100% after three years of service. Administrative expenses under the savings plan were paid by us and were not significant for all periods presented.

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12. Fair Value Measurements

For financial assets and liabilities fair valued on a recurring basis, fair value is the price we would receive to sell an asset, or pay to transfer a liability, in an orderly transaction with a market participant at the measurement date. In the absence of such data, fair value is estimated using internal information consistent with what market participants would use in a hypothetical transaction which occurs at the transaction date.

Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions; preference is given to observable inputs. These two types of inputs create the following fair value hierarchy:

	•		Level 1: Quoted prices for identical instruments in active markets.

	•		Level 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

	•		Level 3: Significant inputs to the valuation model are unobservable.

The following table presents information about our financial assets and liabilities measured at fair value as of December 31, 2010 and 2009 under the fair value hierarchy discussed above (there was no Level 3 activity during the periods presented):

Assets and Liabilities Measured at Fair Value on a Recurring Basis (in millions)

		December 31, 2010																December 31, 2009
		Quoted Prices in				Significant				Significant								Quoted Prices in				Significant				Significant
		Active Markets				Other				Unobservable								Active Markets				Other				Unobservable
		for Identical				Observable				Inputs								for Identical				Observable				Inputs
		Assets (Level 1)				Inputs (Level 2)				(Level 3)				Total				Assets (Level 1)				Inputs (Level 2)				(Level 3)				Total
Assets
Deferred compensation plan investments		$	46.7			$	—			$	—			$	46.7			$	49.7			$	—			$	—			$	49.7
Available-for-sale investment			5.0				—				—				5.0				—				—				—				—
Derivative financial instruments			—				—				—				—				—				0.1				—				0.1
Liabilities
Derivative financial instruments		$	—			$	36.9			$	—			$	36.9			$	—			$	41.1			$	—			$	41.1

Deferred Compensation Plan Investments. The estimated fair values of investment securities classified as deferred compensation plan investments are included in Level 1 and are based on quoted market prices utilizing public information for the same transactions or information provided through third-party advisors. Our deferred compensation plan investments are recorded in other assets in our consolidated balance sheets. The balance at December 31, 2010 also reflects approximately $16.3 million of participant withdrawals from our deferred compensation plan investments during 2010.

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Available-for-sale Investment. A company in which we had a recorded value of approximately $0.2 million completed an initial public offering during the three months ending September 30, 2010. We have classified this investment as available-for-sale under the Accounting Standards Codification (the “Codification”) and recorded this security as a component of other assets, with any unrealized gains or losses, net of tax, included in accumulated other comprehensive income (loss). The available-for-sale investment is included in Level 1 in the preceding table and is valued using quoted market prices. The following table sets forth the maturity, cost, gross unrealized gains, and fair value of our available-for-sale investment held as of December 31, 2010 (we did not have any available-for-sale investments at December 31, 2009):

(in millions)
Available-for-sale
Investment		Cost				Unrealized Gains				Fair Value
Marketable equity securities with no maturity date		$	0.2			$	4.8			$	5.0	(1)

(1)		This amount is exclusive of deferred taxes of approximately $1.5 million.

Derivative Financial Instruments. The estimated fair values of derivative financial instruments are included in Level 2 and are valued using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and volatility. The fair values of interest rate swaps and caps are estimated using the market standard methodology of netting the discounted fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts are based on an expectation of interest rates (forward curves) derived from observable market interest rate curves. In addition, credit valuation adjustments, which consider the impact of any credit enhancements to the contracts, are incorporated in the fair values to account for potential nonperformance risk, both our own nonperformance risk and the respective counterparty’s nonperformance risk. The fair value of interest rate caps are determined using the market standard methodology of discounting the future expected cash receipts which would occur if variable interest rates rise above the strike rate of the caps. The variable interest rates used in the calculation of projected receipts on the cap are based on an expectation of future interest rates derived from observed market interest rate curves and volatilities.

Although we have determined the majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by us and our counterparties. However, as of December 31, 2010, we have assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and have determined the credit valuation adjustments are not significant to the overall valuation of our derivatives. As a result, we have determined our derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.

Other Fair Value Disclosures. As of December 31, 2010 and 2009, management estimated the carrying value of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued expenses and other liabilities, and distributions payable approximated their fair value based on the short-term nature of these instruments.

In calculating the fair value of our notes receivable and notes payable, interest rates and spreads reflect current creditworthiness and market conditions available for the issuance of notes receivable and notes payable with similar terms and remaining maturities. The following table presents the carrying and estimated fair value of our notes receivable and notes payable for the years ended December 31 (in millions):

		December 31, 2010								December 31, 2009
		Carrying				Estimated				Carrying				Estimated
		Value				Fair Value				Value				Fair Value
Notes receivable — affiliates		$	3.2			$	3.2			$	45.8			$	46.1
Fixed rate notes payable (1)			2,333.5				2,386.0				2,396.8				2,380.9
Floating rate notes payable			230.3				212.7				228.4				189.4

(1)		Includes a $500 million term loan entered into in 2007 and $16.6 million of a construction loan entered into in 2008 which are effectively fixed by the use of interest rate swaps but evaluated for estimated fair value at the floating rate.

Nonrecurring Fair Value Disclosures. Nonfinancial assets and nonfinancial liabilities measured on a nonrecurring basis utilizing level 3 inputs, primarily relate to impairment of long-lived assets or investments, and also consolidation of joint ventures as disclosed at Note 7, “Property Acquisitions, Discontinued Operations and Impairments.”

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13. Net Change in Operating Accounts

The effect of changes in the operating accounts on cash flows from operating activities is as follows:

		Year Ended December 31,
(in thousands)		2010				2009				2008
Change in assets:
Other assets, net		$	(895	)		$	10,808			$	(4,350	)
Change in liabilities:
Accounts payable and accrued expenses			2,209				(10,511	)			(568	)
Accrued real estate taxes			(1,269	)			(64	)			486
Other liabilities			4,188				(172	)			1,406
Change in operating accounts		$	4,233			$	61			$	(3,026	)

14. Commitments and Contingencies

Construction Contracts. As of December 31, 2010, we intend to incur approximately $57.2 million of additional expenditures on our construction projects currently under development. We expect to fund these amounts through available cash balances and draws on our unsecured line of credit.

Litigation. We are subject to various legal proceedings and claims which arise in the ordinary course of business. Matters which arise out of allegations of bodily injury, property damage, and employment practices are generally covered by insurance. While the resolution of these legal proceedings and claims cannot be predicted with certainty, management believes the final outcome of such matters will not have a material adverse effect on our consolidated financial statements.

Other Contingencies. In the ordinary course of our business, we issue letters of intent indicating a willingness to negotiate for acquisitions, dispositions, or joint ventures and also enter into arrangements contemplating various transactions. Such letters of intent and other arrangements are non-binding as to either party unless and until a definitive contract is entered into by the parties. Even if definitive contracts relating to the purchase or sale of real property are entered into, these contracts generally provide the purchaser with time to evaluate the property and conduct due diligence, during which periods the purchaser will have the ability to terminate the contracts without penalty or forfeiture of any deposit or earnest money. There can be no assurance definitive contracts will be entered into with respect to any matter covered by letters of intent or we will consummate any transaction contemplated by any definitive contract. Furthermore, due diligence periods for real property are frequently extended as needed. An acquisition or sale of real property becomes probable at the time the due diligence period expires and the definitive contract has not been terminated. We are then at risk under a real property acquisition contract, but generally only to the extent of any earnest money deposits associated with the contract, and are obligated to sell under a real property sales contract.

Lease Commitments. At December 31, 2010, we had long-term leases covering certain land, office facilities, and equipment. Rental expense totaled approximately $2.9 million for the year ended December 31, 2010 and totaled approximately $3.0 million for each of the years ended December 31, 2009 and 2008. Minimum annual rental commitments for the years ending December 31, 2011 through 2015 are approximately $2.5 million, $2.1 million, $1.9 million, $1.8 million, and $1.1 million, respectively, and approximately $0.6 million in the aggregate thereafter.

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Investments in Joint Ventures. We have entered into, and may continue in the future to enter into, joint ventures or partnerships (including limited liability companies) through which we own an indirect economic interest in less than 100% of the community or communities owned directly by the joint venture or partnership. Our decision whether to hold the entire interest in an apartment community ourselves, or to have an indirect interest in the community through a joint venture or partnership, is based on a variety of factors and considerations, including: (i) our projection, in some circumstances, that we will achieve higher returns on our invested capital or reduce our risk if a joint venture or partnership vehicle is used; (ii) our desire to diversify our portfolio of communities by market; (iii) our desire at times to preserve our capital resources to maintain liquidity or balance sheet strength; and (iv) the economic and tax terms required by a seller of land or of a community, who may prefer or who may require less payment if the land or community is contributed to a joint venture or partnership. Investments in joint ventures or partnerships are not limited to a specified percentage of our assets. Each joint venture or partnership agreement is individually negotiated, and our ability to operate and/or dispose of a community in our sole discretion is limited to varying degrees in our existing joint venture agreements and may be limited to varying degrees depending on the terms of future joint venture agreements.

We have discretionary investment vehicles (the “Funds”) to make direct and indirect investments in multifamily real estate throughout the United States, primarily through acquisitions of operating properties and certain land parcels which will be acquired by or contributed to the Funds for development. The Funds will serve, until the earlier of (i) April 8, 2012, or (ii) such time as 90% of the Funds’ committed capital is invested, as the exclusive vehicles through which we will acquire fully-developed multifamily properties, subject to certain exceptions. These exceptions include properties acquired in tax-deferred transactions, follow-on investments made with respect to prior investments, significant transactions which include the issuance of our securities, significant individual asset and portfolio acquisitions, significant merger and acquisition activities, acquisitions which are inadvisable or inappropriate for the Funds, transactions with our existing ventures, contributions or sales of properties to or entities in which we remain an investor, and transactions approved by the Funds’ advisory board. The Funds will not restrict our development activities and will terminate on April 8, 2018. We are currently targeting acquisitions for the Funds where value creation opportunities are present through one or more of the following: redevelopment activities, market cycle opportunities, or improved property operations. One of our wholly-owned subsidiaries is the general partner of each of the Funds, and we have committed 20% of the total equity of each of the Funds, up to $75 million in the aggregate. We have received commitments to each of the Funds from an unaffiliated investor of $150 million and on December 31, 2008 the Funds were closed to additional investors. Our total capital contributions made to one of the Funds through December 31, 2010 was approximately $10.6 million.

Employment Agreements. At December 31, 2010, we had employment agreements with nine of our senior officers, the terms of which expire at various times through August 20, 2011. Such agreements provide for minimum salary levels, as well as various incentive compensation arrangements, which are payable based on the attainment of specific goals. The agreements also provide for severance payments plus a gross-up payment if certain situations occur, such as termination without cause or a change of control. In the case of six of the agreements, the severance payment equals one times the respective current annual base salary in the case of termination without cause and 2.99 times the respective average annual base salary over the previous three fiscal years in the case of a change of control and a termination of employment or a material adverse change in the scope of their duties. In the case of one agreement, the severance payment equals one times the respective current annual base salary for termination without cause and 2.99 times the greater of current gross income or average gross income over the previous three fiscal years in the case of a change of control. In the case of the other two agreements, the severance payment generally equals 2.99 times the respective average annual compensation over the previous three fiscal years in connection with, among other things, a termination without cause or a change of control, and the officer would be entitled to receive continuation and vesting of certain benefits in the case of such termination.

15. Postretirement Benefits

We maintain a postretirement benefit for two former officers of Summit, who also serve on our Board of Trust Managers. Benefits received by these former employees include medical benefits and office space. Participants in the postretirement plan contribute to the cost of the medical benefits. Our contribution for medical benefits is limited to amounts between $450 and $730 per month per participant and dependents. We contributed approximately $0.2 million for office space during the year ended December 31, 2010 and expect to contribute $0.2 million for office space in 2011. For measurement purposes, an 8.5% rate of increase in the per capita cost of covered health care claims were assumed; the rate was assumed to decrease until 2024 at which point the annual rate would be 4.5% and remain at that level thereafter.

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As of December 31, the status of our defined postretirement benefit plan, calculated using generally accepted actuarial principles and procedures, was as follows:

(in thousands)		2010				2009
Postretirement benefit obligation, beginning of year		$	2,949			$	2,978
Interest cost			174				181
Actuarial gain (1)			(65	)			—
Benefits paid			(214	)			(210	)
Accumulated postretirement benefit obligation, end of year		$	2,844			$	2,949

(1)		Included in other comprehensive income in our Consolidated Statements of Income and Comprehensive Income.

The weighted average discount rate used to determine the value of accumulated postretirement benefit obligation for the years ended December 31, 2010 and 2009 was 6.10% and 6.29%, respectively. As of December 31, 2010, we had accrued for the approximate $2.8 million postretirement liabilities in other liabilities in our consolidated balance sheets.

The benefits expected to be paid in each of the next five fiscal years, and in the aggregate for the five fiscal years thereafter, are as follows:

(in thousands)		Estimated Benefit
Year Beginning January 1		Payment
2011		$	218
2012			223
2013			228
2014			233
2015			239
2016-2020			1,278
Total		$	2,419

The estimated benefit payments are based on assumptions about future events. Actual benefit payments may vary significantly from these estimates.

A 1% increase or decrease in assumed health care cost trend rates has no significant effect on the interest cost component of net periodic postretirement benefit costs. A 1% increase or decrease in assumed health care cost trend rates would increase or decrease the accumulated postretirement benefit obligation by approximately $0.3 million.

16. Noncontrolling Interests

The following table summarizes the effect of changes in our ownership interest in subsidiaries on the equity attributable to us for each of the years ended December 31:

		2010				2009				2008
Net income (loss) attributable to common shareholders		$	23,216			$	(50,800	)		$	70,973
Transfers from the noncontrolling interests:
Increase in equity for conversion of operating partnership units			3,528				3,761				15,553
Increase in equity from purchase of noncontrolling interests			—				647				—
Change in common equity and net transfers from noncontrolling interests		$	26,744			$	(46,392	)		$	86,526

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17. Quarterly Financial Data (unaudited)

Summarized quarterly financial data, which has been adjusted for discontinued operations as discussed in Note 7, “Property Acquisitions, Discontinued Operations, and Impairments,” for the years ended December 31, 2010 and 2009, is as follows:

(in thousands, except per share amounts)		First				Second				Third				Fourth				Total_(a)_
2010:
Revenues		$	149,452			$	151,291			$	154,274			$	155,387			$	610,404
Net income attributable to common shareholders			2,285				2,134				1,650				17,147				23,216
Net income attributable to common shareholders per share — basic			0.03				0.03				0.02				0.24	(b)			0.33
Net income attributable to common shareholders per share — diluted			0.03				0.03				0.02				0.24	(b)			0.33
2009:
Revenues		$	154,112			$	154,443			$	153,294			$	150,161			$	612,010
Net income (loss) attributable to common shareholders			6,234				18,315				3,937				(79,286	)			(50,800	)
Net income (loss)attributable to common shareholders per share — basic			0.11				0.30				0.06				(1.19	)(c)			(0.80	)
Net income (loss) attributable to common shareholders per share — diluted			0.11				0.30				0.06				(1.19	)(c)			(0.80	)

(a)		Net income (loss) per share is computed independently for each of the quarters presented. Therefore, the sum of quarterly net income (loss) per share amounts may not equal the total computed for the year.
(b)		Includes a $9,614, or $0.14 basic and $0.13 diluted per share, impact related to the gain on sale of discontinued operations.
(c)		Includes an $85,614, or $1.24 for both basic and diluted per share, impact related to the impairment associated with land development activities.

F-31

Table of Contents

Schedule III

Camden Property Trust Real Estate and Accumulated Depreciation As of December 31, 2010 (in thousands)

		Initial Cost												Total Cost
						Building/												Building/												Total Cost,
						Construction in				Cost Subsequent								Construction												Net of								Year of
						Progress &				to Acquisition/								in Progress &								Accumulated				Accumulated								Completion/
		Land				Improvements				Construction				Land				Improvements				Total				Depreciation				Depreciation				Encumbrances				Acquisition
Current communities:
Camden Ashburn Farm		$	4,835			$	22,604			$	608			$	4,835			$	23,212			$	28,047			$	4,358			$	23,689			$					2005
Camden Aventura			12,185				47,616				2,445				12,185				50,061				62,246				9,160				53,086				35,025				2005
Camden Ballantyne			4,503				30,250				1,208				4,503				31,458				35,961				5,876				30,085				26,025				2005
Camden Bay			7,450				63,283				4,316				7,450				67,599				75,049				20,252				54,797								1998/2002
Camden Bay Pointe			1,296				10,394				5,167				1,296				15,561				16,857				9,696				7,161								1997
Camden Bayside			3,726				28,689				11,322				3,726				40,011				43,737				21,417				22,320								1997
Camden Baytown			520				13,071				1,424				520				14,495				15,015				5,790				9,225								1999
Camden Bel Air			3,594				31,221				4,198				3,594				35,419				39,013				16,547				22,466								1998
Camden Breakers			1,055				13,024				3,503				1,055				16,527				17,582				7,660				9,922								1996
Camden Breeze			2,894				15,828				3,009				2,894				18,837				21,731				8,663				13,068								1998
Camden Brickell			14,621				57,031				2,462				14,621				59,493				74,114				11,441				62,673								2005
Camden Brookwood			7,174				31,984				1,110				7,174				33,094				40,268				6,582				33,686				22,624				2005
Camden Buckingham			2,704				21,251				2,114				2,704				23,365				26,069				9,564				16,505								1997
Camden Caley			2,047				17,445				1,290				2,047				18,735				20,782				6,751				14,031				15,351				2000
Camden Canyon			1,802				11,666				4,472				1,802				16,138				17,940				7,018				10,922								1998
Camden Cedar Hills			2,684				20,931				10				2,684				20,941				23,625				2,524				21,101								2008
Camden Centennial			3,123				13,051				2,554				3,123				15,605				18,728				6,991				11,737								1995
Camden Centre			172				1,166				208				172				1,374				1,546				668				878								1998
Camden Centreport			1,613				12,644				1,635				1,613				14,279				15,892				5,937				9,955								1997
Camden Cimarron			2,231				14,092				2,248				2,231				16,340				18,571				7,934				10,637								1997
Camden Citrus Park			1,144				6,045				3,247				1,144				9,292				10,436				5,738				4,698								1997
Camden City Centre			4,976				44,735				46				4,976				44,781				49,757				6,168				43,589				33,795				2007
Camden Clearbrook			2,384				44,017				38				2,384				44,055				46,439				6,487				39,952								2007
Camden Club			4,453				29,811				6,474				4,453				36,285				40,738				19,328				21,410								1998
Camden College Park			16,409				91,503				—				16,409				91,503				107,912				249				107,663								2008
Camden Commons			2,476				20,073				4,401				2,476				24,474				26,950				13,146				13,804								1998
Camden Copper Ridge			1,204				9,180				4,417				1,204				13,597				14,801				8,748				6,053								1993
Camden Copper Square			4,825				23,672				1,482				4,825				25,154				29,979				9,248				20,731								2000
Camden Cotton Mills			4,246				19,147				1,467				4,246				20,614				24,860				4,063				20,797								2005
Camden Cove			1,382				6,266				1,276				1,382				7,542				8,924				3,872				5,052								1998
Camden Creek			1,494				12,483				5,121				1,494				17,604				19,098				12,328				6,770								1993
Camden Crest			4,412				33,366				1,342				4,412				34,708				39,120				6,532				32,588								2005
Camden Crown Valley			9,381				54,210				1,437				9,381				55,647				65,028				16,919				48,109								2001
Camden Deerfield			4,895				21,922				977				4,895				22,899				27,794				4,593				23,201				19,220				2005
Camden Del Mar			4,404				35,264				12,989				4,404				48,253				52,657				20,894				31,763								1998
Camden Dilworth			516				16,633				25				516				16,658				17,174				2,914				14,260				13,073				2006
Camden Doral			10,260				40,416				890				10,260				41,306				51,566				7,614				43,952				27,529				2005
Camden Doral Villas			6,476				25,543				1,166				6,476				26,709				33,185				5,159				28,026								2005
Camden Dulles Station			10,807				61,507				18				10,807				61,525				72,332				5,894				66,438								2008
Camden Dunwoody			5,290				23,642				1,254				5,290				24,896				30,186				4,808				25,378				21,168				2005
Camden Fair Lakes			15,515				104,223				2,497				15,515				106,720				122,235				18,752				103,483								2005

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Table of Contents

Camden Property Trust Real Estate and Accumulated Depreciation As of December 31, 2010 (in thousands)

		Initial Cost												Total Cost
						Building/												Building/												Total Cost,
						Construction in				Cost Subsequent								Construction												Net of								Year of
						Progress &				to Acquisition/								in Progress &								Accumulated				Accumulated								Completion/
		Land				Improvements				Construction				Land				Improvements				Total				Depreciation				Depreciation				Encumbrances				Acquisition
Camden Fairfax Corner		$	8,484			$	72,953			$	77			$	8,484			$	73,030			$	81,514			$	12,275			$	69,239			$					2006
Camden Fairview			1,283				7,223				1,073				1,283				8,296				9,579				1,883				7,696								2005
Camden Fairways			3,969				15,543				8,486				3,969				24,029				27,998				11,533				16,465								1998
Camden Fallsgrove			9,408				43,647				584				9,408				44,231				53,639				8,174				45,465								2005
Camden Farmers Market			17,341				74,193				2,704				17,341				76,897				94,238				22,621				71,617				50,711				2001/2005
Camden Forest			970				7,209				2,221				970				9,430				10,400				5,287				5,113								1997
Camden Foxcroft			1,408				7,919				2,170				1,408				10,089				11,497				2,250				9,247				9,040				2005
Camden Gaines Ranch			5,094				37,100				1,688				5,094				38,788				43,882				6,708				37,174								2005
Camden Gardens			1,500				6,137				2,620				1,500				8,757				10,257				5,826				4,431								1994
Camden Glen Lakes			2,157				16,339				12,791				2,157				29,130				31,287				21,133				10,154								1993
Camden Governor’s Village			3,669				20,508				1,204				3,669				21,712				25,381				4,328				21,053				13,004				2005
Camden Grand Parc			7,688				35,900				631				7,688				36,531				44,219				6,647				37,572								2005
Camden Grandview			7,570				33,859				1,734				7,570				35,593				43,163				7,130				36,033								2005
Camden Greenway			16,916				43,933				3,756				16,916				47,689				64,605				18,472				46,133				52,360				1999
Camden Habersham			1,004				10,283				2,677				1,004				12,960				13,964				7,656				6,308								1997
Camden Harbor View			16,079				127,459				1,602				16,079				129,061				145,140				29,331				115,809				92,716				2003
Camden Highlands Ridge			2,612				34,726				3,145				2,612				37,871				40,483				14,049				26,434								1996
Camden Hills			853				7,834				1,261				853				9,095				9,948				4,492				5,456								1998
Camden Hunter’s Creek			4,156				20,925				936				4,156				21,861				26,017				4,300				21,717								2005
Camden Huntingdon			2,289				17,393				2,736				2,289				20,129				22,418				10,047				12,371								1995
Camden Interlocken			5,293				31,612				3,166				5,293				34,778				40,071				12,954				27,117				27,431				1999
Camden Lago Vista			3,497				29,623				123				3,497				29,746				33,243				6,602				26,641								2005
Camden Lake Pine			5,746				31,714				1,701				5,746				33,415				39,161				6,709				32,452				26,212				2005
Camden Lakes			3,106				22,746				9,492				3,106				32,238				35,344				20,177				15,167								1997
Camden Lakeside			1,171				7,395				3,515				1,171				10,910				12,081				6,470				5,611								1997
Camden Lakeway			3,915				34,129				3,756				3,915				37,885				41,800				15,335				26,465				29,267				1997
Camden Landings			1,045				6,434				3,329				1,045				9,763				10,808				6,085				4,723								1997
Camden Landsdowne			15,502				102,267				1,961				15,502				104,228				119,730				19,441				100,289								2005
Camden Largo Town Center			8,411				44,163				1,110				8,411				45,273				53,684				7,974				45,710								2005
Camden Las Olas			12,395				79,518				1,130				12,395				80,648				93,043				15,284				77,759								2005
Camden Laurel Ridge			915				4,338				2,260				915				6,598				7,513				4,185				3,328								1994
Camden Lee Vista			4,350				34,643				2,897				4,350				37,540				41,890				12,520				29,370								2000
Camden Legacy			4,068				26,612				3,322				4,068				29,934				34,002				13,619				20,383								1998
Camden Legacy Creek			2,052				12,896				1,890				2,052				14,786				16,838				6,521				10,317								1997
Camden Legacy Park			2,560				15,449				2,284				2,560				17,733				20,293				7,564				12,729				13,866				1997
Camden Legends			1,370				6,382				833				1,370				7,215				8,585				3,231				5,354								1998
Camden Live Oaks			6,428				39,127				11,829				6,428				50,956				57,384				24,491				32,893								1998
Camden Main & Jamboree			17,363				75,387				—				17,363				75,387				92,750				1,063				91,687				52,862				2008
Camden Manor Park			2,535				47,159				24				2,535				47,183				49,718				8,785				40,933				29,675				2006
Camden Martinique			28,401				51,861				9,799				28,401				61,660				90,061				24,687				65,374				40,316				1998
Camden Midtown			4,583				18,026				2,316				4,583				20,342				24,925				7,957				16,968				28,058				1999
Camden Midtown Atlanta			6,196				33,828				1,661				6,196				35,489				41,685				7,136				34,549				20,565				2005
Camden Miramar			—				28,916				5,321				—				34,237				34,237				12,487				21,750								1994-2004
Camden Monument Place			9,030				54,185				27				9,030				54,212				63,242				7,103				56,139								2007

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Table of Contents

Camden Property Trust Real Estate and Accumulated Depreciation As of December 31, 2010 (in thousands)

		Initial Cost												Total Cost
						Building/												Building/												Total Cost,
						Construction in				Cost Subsequent								Construction												Net of								Year of
						Progress &				to Acquisition/								in Progress &								Accumulated				Accumulated								Completion/
		Land				Improvements				Construction				Land				Improvements				Total				Depreciation				Depreciation				Encumbrances				Acquisition
Camden Oak Crest		$	2,078			$	20,941			$	748			$	2,078			$	21,689			$	23,767			$	6,378			$	17,389			$	17,309				2003
Camden Old Creek			20,360				71,777				135				20,360				71,912				92,272				10,251				82,021								2007
Camden Orange Court			5,319				40,219				23				5,319				40,242				45,561				4,386				41,175								2008
Camden Overlook			4,591				25,563				2,226				4,591				27,789				32,380				5,702				26,678				19,975				2005
Camden Palisades			8,406				31,497				5,976				8,406				37,473				45,879				16,555				29,324								1998
Camden Park Commons			1,146				11,311				1,794				1,146				13,105				14,251				5,883				8,368								1997
Camden Peachtree City			6,536				29,063				1,304				6,536				30,367				36,903				6,191				30,712								2005
Camden Pinehurst			3,380				14,807				5,868				3,380				20,675				24,055				19,357				4,698								1997
Camden Pinnacle			1,640				12,287				2,266				1,640				14,553				16,193				6,607				9,586								1994
Camden Plantation			6,299				77,964				3,088				6,299				81,052				87,351				14,655				72,696								2005
Camden Plaza			7,204				31,044				—				7,204				31,044				38,248				88				38,160				22,542				2007
Camden Pointe			2,058				14,879				2,025				2,058				16,904				18,962				7,228				11,734								1998
Camden Portofino			9,867				38,702				1,420				9,867				40,122				49,989				7,360				42,629								2005
Camden Potomac Yard			16,498				88,317				21				16,498				88,338				104,836				9,931				94,905								2008
Camden Preserve			1,206				17,360				2,159				1,206				19,519				20,725				7,306				13,419								1997
Camden Providence Lakes			2,020				14,855				4,443				2,020				19,298				21,318				5,825				15,493								2002
Camden Renaissance			4,144				39,987				3,205				4,144				43,192				47,336				15,178				32,158								1997
Camden Reserve			3,910				20,027				6,488				3,910				26,515				30,425				14,010				16,415								1997
Camden Reunion Park			3,302				18,457				1,123				3,302				19,580				22,882				3,966				18,916				19,961				2005
Camden Ridgecrest			1,008				12,720				2,296				1,008				15,016				16,024				7,419				8,605								1995
Camden River			5,386				24,025				2,282				5,386				26,307				31,693				5,325				26,368				21,614				2005
Camden Roosevelt			11,470				45,785				408				11,470				46,193				57,663				8,776				48,887								2005
Camden Royal Oaks			1,055				20,046				125				1,055				20,171				21,226				4,077				17,149								2006
Camden Royal Palms			2,147				38,339				583				2,147				38,922				41,069				4,707				36,362								2007
Camden Russett			13,460				61,837				1,527				13,460				63,364				76,824				11,633				65,191				45,063				2005
Camden San Paloma			6,480				23,045				2,369				6,480				25,414				31,894				7,270				24,624								2002
Camden Sea Palms			4,336				9,930				2,003				4,336				11,933				16,269				5,223				11,046								1998
Camden Sedgebrook			5,266				29,211				1,011				5,266				30,222				35,488				5,931				29,557				21,306				2005
Camden Shiloh			4,181				18,798				885				4,181				19,683				23,864				4,166				19,698				10,575				2005
Camden Sierra at Otay			10,585				49,781				1,023				10,585				50,804				61,389				12,172				49,217								2003
Camden Silo Creek			9,707				45,144				559				9,707				45,703				55,410				8,368				47,042								2005
Camden Simsbury			1,152				6,499				389				1,152				6,888				8,040				1,345				6,695								2005
Camden South End Square			6,625				29,175				1,053				6,625				30,228				36,853				5,927				30,926								2005
Camden Springs			1,520				8,300				3,495				1,520				11,795				13,315				8,801				4,514								1994
Camden St. Clair			7,526				27,486				1,389				7,526				28,875				36,401				5,536				30,865				21,646				2005
Camden Steeplechase			1,089				5,190				4,332				1,089				9,522				10,611				6,905				3,706								1994
Camden Stockbridge			5,071				22,693				940				5,071				23,633				28,704				4,962				23,742				14,332				2005
Camden Stonebridge			1,016				7,137				2,321				1,016				9,458				10,474				5,206				5,268								1993
Camden Stonecrest			3,954				22,021				828				3,954				22,849				26,803				4,486				22,317				17,233				2005
Camden Stoneleigh			3,498				31,285				1,103				3,498				32,388				35,886				5,126				30,760								2006
Camden Summerfield			14,659				48,307				105				14,659				48,412				63,071				5,659				57,412								2008
Camden Sweetwater			4,395				19,664				1,184				4,395				20,848				25,243				4,334				20,909								2005
Camden Touchstone			1,203				6,772				1,775				1,203				8,547				9,750				2,019				7,731								2005
Camden Travis Street			1,780				29,104				11				1,780				29,115				30,895				1,577				29,318				31,476				2010

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Table of Contents

Camden Property Trust Real Estate and Accumulated Depreciation As of December 31, 2010 (in thousands)

		Initial Cost												Total Cost
						Building/												Building/												Total Cost,
						Construction in				Cost Subsequent								Construction												Net of								Year of
						Progress &				to Acquisition/								in Progress &								Accumulated				Accumulated								Completion/
		Land				Improvements				Construction				Land				Improvements				Total				Depreciation				Depreciation				Encumbrances				Acquisition
Camden Tuscany		$	3,330			$	36,466			$	578			$	3,330			$	37,044			$	40,374			$	8,719			$	31,655			$					2003
Camden Valley Creek			1,529				9,543				5,137				1,529				14,680				16,209				9,520				6,689								1994
Camden Valley Park			3,096				14,667				11,432				3,096				26,099				29,195				17,233				11,962								1994
Camden Valley Ridge			1,609				9,814				4,438				1,609				14,252				15,861				8,768				7,093								1994
Camden Valleybrook			7,340				39,139				907				7,340				40,046				47,386				7,768				39,618								2005
Camden Vanderbilt			16,076				44,918				12,368				16,076				57,286				73,362				25,733				47,629				73,165				1994/1997
Camden Vineyards			4,367				28,494				888				4,367				29,382				33,749				8,025				25,724								2002
Camden Vintage			3,641				19,255				3,963				3,641				23,218				26,859				11,381				15,478								1998
Camden Vista Valley			2,318				17,014				4,619				2,318				21,633				23,951				12,257				11,694								1998
Camden Westshore			1,734				10,819				5,359				1,734				16,178				17,912				8,833				9,079								1997
Camden Westview			1,031				7,932				3,646				1,031				11,578				12,609				7,630				4,979								1993
Camden Westwood			4,567				25,519				1,112				4,567				26,631				31,198				5,143				26,055				19,907				2005
Camden Whispering Oaks			1,188				26,242				43				1,188				26,285				27,473				3,025				24,448								2008
Camden Woods			2,693				19,930				7,249				2,693				27,179				29,872				14,996				14,876								1999
Camden World Gateway			5,785				51,821				1,363				5,785				53,184				58,969				9,202				49,767								2005
Total Current communities(1):			760,397				4,303,316				375,119				760,397				4,678,435				5,438,832				1,292,845				4,145,987				1,055,997

(1)		Current communities may include costs included in properties under development on the balance sheet as of December 31, 2010.

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Camden Property Trust Real Estate and Accumulated Depreciation As of December 31, 2010 (in thousands)

		Initial Cost												Total Cost
						Building/												Building/												Total Cost,
						Construction in				Cost Subsequent								Construction												Net of								Year of
						Progress &				to Acquisition/								in Progress &								Accumulated				Accumulated								Completion/
		Land				Improvements				Construction				Land				Improvements				Total				Depreciation				Depreciation				Encumbrances				Acquisition
Lease-up & development communities:
Camden Lake Nona		$	12,907			$	15,685			$	—			$	12,907			$	15,685			$	28,592			$	1			$	28,591			$					2008
Camden Summerfield II			4,459				2,776				—				4,459				2,776				7,235								7,235								2010
Total Lease-up development communities (2):			17,366				18,461				—				17,366				18,461				35,827				1				35,826				—
Development communities:
5400 Lamar Acreage							4,441				—								4,441				4,441				—				4,441								N/A
Camden Amber Oaks Phase II							1,925				—								1,925				1,925				—				1,925								N/A
Camden Boca Raton							4,633				—								4,633				4,633				—				4,633								N/A
Camden Celebration							18,063				—								18,063				18,063				—				18,063								N/A
Camden City Centre II							5,316				—								5,316				5,316				—				5,316								N/A
Camden Countryway							19,214				—								19,214				19,214				1				19,213								N/A
Camden Deer Springs							4,194				—								4,194				4,194				—				4,194								N/A
Camden Farmer’s Market Phase III/IV							6,510				—								6,510				6,510				1				6,509								N/A
Camden Farmer’s Market Townhomes I/II							2,078				—								2,078				2,078				—				2,078								N/A
Camden Highlands							6,934				—								6,934				6,934				66				6,868								N/A
Camden Lincoln Station							4,653				—								4,653				4,653				—				4,653								N/A
Camden McGowen Station							6,068				—								6,068				6,068				—				6,068								N/A
Camden Montague							3,720				—								3,720				3,720				2				3,718								N/A
Camden NOMA							29,410				—								29,410				29,410				1				29,409								N/A
Camden NOMA II							17,331				—								17,331				17,331				—				17,331								N/A
Camden Royal Oaks II							5,705				—								5,705				5,705				7				5,698								N/A
Camden Selma & Vine			`				17,279				—								17,279				17,279				—				17,279								N/A
Camden South Capital							9,392				—								9,392				9,392				—				9,392								N/A
Camden Whispering Oaks II							3,790				—								3,790				3,790				—				3,790								N/A
Total Development communities (2):			—				170,656				—				—				170,656				170,656				78				170,578				—
Corporate			—				2,362				—				—				2,362				2,362				—				2,362				—				N/A
TOTAL		$	777,763			$	4,494,795			$	375,119			$	777,763			$	4,869,914			$	5,647,677			$	1,292,924			$	4,354,753			$	1,055,997

(2)		Lease-up/development communities may include costs included under buildings and improvements on the balance sheet as of December 31, 2010.

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Camden Property Trust Real Estate and Accumulated Depreciation As of December 31, 2010 (in thousands)

The changes in total real estate assets for the years ended December 31:

		2010				2009				2008
Balance, beginning of period		$	5,461,626			$	5,455,834			$	5,493,684
Additions during period:
Acquisition			238,885				—				—
Development			21,798				36,495				122,088
Improvements			44,405				35,377				46,465
Classification from held for sale			—				9,518				15,783
Deductions during period:
Cost of real estate sold			(119,037	)			(3,345	)			(52,183	)
Impairment			—				(72,253	)			(50,190	)
Classification to held for sale			—				—				(119,813	)
Balance, end of period		$	5,647,677			$	5,461,626			$	5,455,834

The changes in accumulated depreciation for the years ended December 31:

		2010				2009				2008
Balance, Beginning of period		$	1,149,056			$	981,049			$	868,074
Depreciation			166,867				170,480				168,006
Real Estate sold			(22,999	)			(2,473	)			(4,898	)
Transferred to held for sale			—				—				(54,684	)
Transferred from held for sale			—				—				4,551
Balance, end of period		$	1,292,924			$	1,149,056			$	981,049

The aggregate cost for federal income tax purposes at December 31, 2010 was $4.9 billion.

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