##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 FORM 10-K
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number: 1-12110
 CAMDEN PROPERTY TRUST
  Texas
    
    76-6088377(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)3 Greenway Plaza, Suite 1300Houston, Texas
    
    77046(Address of principle executive offices)
    
    (Zip Code)
   Title of each class
    
    Name of each exchange on which registeredCommon Shares of Beneficial Interest, $.01 par value
    
    New York Stock Exchange
 None
 Yes
þ No
o
 Yes
o No
þ
 þ o
 Yes o
No o Not applicable
þ*
 *
 o
 Rule 12b-2 of the Exchange Act
(check one):
 Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE




---



##### 



TABLE OF CONTENTS
 PagePART IItem 1. Business
    
    
    1Item 1A. Risk Factors
    
    
    3Item 1B. Unresolved Staff Comments
    
    
    10Item 2. Properties
    
    
    10Item 3. Legal Proceedings
    
    
    14Item 4.
Reserved
    
    
    14PART IIItem 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
    
    
    15Item 6. Selected Financial Data
    
    
    17Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    18Item 7A. Quantitative and Qualitative Disclosures About Market Risk
    
    
    36Item 8. Financial Statements and Supplementary Data
    
    
    37Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    37Item 9A. Controls and Procedures
    
    
    37Item 9B. Other Information
    
    
    40PART IIIItem 10. Directors, Executive Officers and Corporate Governance
    
    
    40Item 11. Executive Compensation
    
    
    40Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
    
    
    40Item 13. Certain Relationships and Related Transactions, and Director Independence
    
    
    40Item 14. Principal Accounting Fees and Services
    
    
    40PART IVItem 15. Exhibits and Financial Statement Schedules
    
    
    41SIGNATURES
    
    
    48Exhibit 12.1Exhibit 21.1Exhibit 23.1Exhibit 24.1Exhibit 31.1Exhibit 31.2Exhibit 32.1
   ii




---



##### Table of Contents



PART I
 
 Item 1. Business
 General Development of Business
    Financial Information about Segments
  Narrative Description of Business
  Operating Strategy
  Real Estate Investments and Market Balance.
   1




---



##### Table of Contents



Sophisticated Property Management
 Operations.
  2




---



##### Table of Contents



Investments in Joint Ventures.
 Competition
  Employees
  Qualification as a Real Estate Investment Trust
  
 Item 1A. Risk Factors
  Risks Associated with Real Estate, Real Estate Capital, and Credit Markets
 Volatility in capital and credit markets could adversely impact us.
  We could be negatively impacted by the condition of Fannie Mae or Freddie Mac.
   3




---



##### Table of Contents



Unfavorable changes in economic conditions could adversely impact occupancy or rental rates.
  
    
    changes in the national, regional, and local economic climates;
 
    
    local conditions, such as an oversupply of apartments or other housing available for
rent, or a reduction in demand for apartments in the area;
 
    
    declines in the financial condition of our tenants, which may make it more difficult
for us to collect rents from some tenants;
 
    
    changes in market rental rates;
 
    
    declines in mortgage interest rates, making alternative housing more affordable;
 
    
    government or builder incentives which enable first time have buyers to put little
or no money down, making alternative housing options more attractive;
 
    
    a continued economic downturn which simultaneously affects one or more of our
geographical markets; and
 
    
    increased operating costs, if these costs cannot be passed through to residents.
  Short-term leases expose us to the effects of declining market rents.
  We face risks associated with land holdings and related activities.
  Difficulties of selling real estate could limit our flexibility.
   4




---



##### Table of Contents



Compliance or failure to comply with laws requiring access to our properties by disabled persons
could result in substantial cost.
  Competition could limit our ability to lease apartments or increase or maintain rental income.
  Risks Associated with Our Operations
 Development and construction risks could impact our profitability.
  
    
    inability to obtain, or delays in obtaining, necessary zoning, land-use, building,
occupancy, and other required permits and authorizations;
 
    
    increased materials, labor, problems with subcontractors, or other costs due to
errors and omissions which occur in the design or construction process;
 
    
    inability to obtain financing with favorable terms for the development of a
community;
 
    
    inability to complete construction and lease-up of a community on schedule;
 
    
    incurring costs related to the abandonment of development opportunities which we
have pursued and subsequently deemed unfeasible; and
 
    
    inability to successfully implement our development and construction strategy could
adversely affect our results of operations and our ability to satisfy our financial
obligations and pay distributions to shareholders.
  Our acquisition strategy may not produce the cash flows expected.
  
    
    we may not be able to successfully integrate acquired properties into our existing
operations;
 
    
    our estimates of the costs of repositioning or redeveloping the acquired property
may prove inaccurate;
  5




---



##### Table of Contents




    
    the expected occupancy and rental rates may differ from the actual results; and
 
    
    we may not be able to obtain adequate financing.
  Competition could adversely affect our ability to acquire properties.
  Losses from catastrophes may exceed our insurance coverage.
  Investments through joint ventures involve risks not present in investments in which we are the
sole investor.
  We face risks associated with investments in and management of discretionary funds.
  
    
    investors in the Funds may fail to make their capital contributions when due and, as
a result, the Funds may be unable to execute their investment objectives;
 
    
    the general partner of the Funds, our wholly-owned subsidiary, has unlimited
liability for the third-party debts, obligations, and liabilities of the Funds pursuant
to partnership law;
 
    
    investors in the Funds (other than us), by majority vote, may remove our subsidiary
as the general partner of the Funds with or without cause and the Funds advisory
boards, by a majority vote of their members, may remove our subsidiary as the general
partner of the Funds at any time for cause;
 
    
    while we have broad discretion to manage the Funds and make investment decisions on
behalf of the Funds, the investors or the advisory boards must approve certain matters,
and as a result we may be unable to cause the Funds to make certain investments or
implement certain decisions we consider beneficial;
  6




---



##### Table of Contents




    
    we are permitted to acquire land and develop communities outside of the Funds, but
are generally prohibited from acquiring fully developed multifamily properties outside
of the Funds until the earlier of (i) December 31, 2011 or (ii) such time as 90% of the
Funds committed capital is invested, subject to certain exceptions;
 
    
    our ability to redeem all or a portion of our investments in the Funds is subject to
significant restrictions; and
 
    
    we may be liable if the Funds fail to comply with various tax or other regulatory
matters.
 We depend on our key personnel.
  Changes in laws and litigation risks could affect our business.
  Tax matters, including failure to qualify as a REIT, could have adverse consequences.
   
    
    we would be subject to federal income tax on our taxable income at regular corporate
rates, including any applicable alternative minimum tax;
 
    
    we would be disqualified from treatment as a REIT for the four taxable years
following the year in which we failed to qualify, thereby reducing our net earnings
available for operations, including any distributions to shareholders, as we would be
required to pay significant income taxes for the year or years involved; and
 
    
    our ability to expand our business and raise capital would be impaired, which may
adversely affect the value of our common shares.
  Risks Associated with Our Indebtedness and Financing
 Insufficient cash flows could limit our ability to make required payments for debt obligations or
pay distributions to shareholders.
  
    
    delay in resident lease commencements;
 
    
    decline in occupancy;
 
    
    failure of residents to make rental payments when due;
 
    
    the attractiveness of our properties to residents and potential residents;
 
    
    our ability to adequately manage and maintain our communities;
 
    
    competition from other available apartments and housing alternatives; and
 
    
    changes in market rents.
  7




---



##### Table of Contents



We have significant debt, which could have important adverse consequences.
  
    
    if a property is mortgaged to secure payment of indebtedness, and if we are unable
to meet our mortgage obligations, we could sustain a loss as a result of foreclosure on
the mortgaged property;
 
    
    our vulnerability to general adverse economic and industry conditions is increased;
and
 
    
    our flexibility in planning for, or reacting to, changes in business and industry is
limited.
  We may be unable to renew, repay, or refinance our outstanding debt.
  Variable rate debt is subject to interest rate risk.
  We may incur losses on interest rate hedging arrangements.
  Issuances of additional debt may adversely impact our financial condition.
   8




---



##### Table of Contents



Failure to maintain our current credit ratings could adversely affect our cost of funds, related
margins, liquidity, and access to capital markets.
  Risks Associated with Our Shares
 Share ownership limits and our ability to issue additional equity securities may prevent takeovers
beneficial to shareholders.
  Our share price will fluctuate.
  
    
    operating results which vary from the expectations of securities analysts and
investors;
 
    
    investor interest in our property portfolio;
 
    
    the reputation and performance of REITs;
 
    
    the attractiveness of REITs as compared to other investment vehicles;
 
    
    the results of our financial condition and operations;
 
    
    the perception of our growth and earnings potential;
 
    
    dividend payment rates;
 
    
    increases in market interest rates, which may lead purchasers of our common shares
to demand a higher yield; and
 
    
    changes in financial markets and national economic and general market conditions.
 We may reduce dividends on our equity securities.
   9




---



##### Table of Contents



Item 1B. Unresolved Staff Comments
  
 Item 2. Properties
 The Properties
  Operating Properties (including properties held through joint ventures)
  Year Placed in Service
    
    Number of Operating Properties2001-2009
    
    491996-2000
    
    571991-1995
    
    191986-1990
    
    391980-1985
    
    14Prior to 1980
    
    5
 Property Table
  OPERATING PROPERTIES
    
    Year Placed
    
    Average Apartment
    
    
    Number of
    
    
    2009 AverageProperty and Location
    
    In Service
    
    Size (Sq. Ft.)
    
    
    Apartments
    
    
    Occupancy (1)ARIZONAPhoenixCamden Copper Square
    
    2000
    
    
    786
    
    
    
    332
    
    
    
    91.5
    %Camden Fountain Palms (8)
    
    1986/1996
    
    
    1,050
    
    
    
    192
    
    
    
    88.9Camden Legacy
    
    1996
    
    
    1,067
    
    
    
    428
    
    
    
    93.1Camden Pecos Ranch (8)
    
    2001
    
    
    924
    
    
    
    272
    
    
    
    93.7Camden San Paloma
    
    1993/1994
    
    
    1,042
    
    
    
    324
    
    
    
    92.2Camden Sierra (8)
    
    1997
    
    
    925
    
    
    
    288
    
    
    
    90.5Camden Towne Center (8)
    
    1998
    
    
    871
    
    
    
    240
    
    
    
    90.9Camden Vista Valley
    
    1986
    
    
    923
    
    
    
    357
    
    
    
    90.1CALIFORNIALos Angeles/Orange CountyCamden Crown Valley
    
    2001
    
    
    1,009
    
    
    
    380
    
    
    
    95.0Camden Harbor View
    
    2004
    
    
    975
    
    
    
    538
    
    
    
    94.3Camden Main & Jamboree (3) (12)
    
    2008
    
    
    1,011
    
    
    
    290
    
    
    
    92.3Camden Martinique
    
    1986
    
    
    794
    
    
    
    714
    
    
    
    92.6
  10




---



##### Table of Contents



OPERATING PROPERTIES
    
    Year Placed
    
    Average Apartment
    
    
    Number of
    
    
    2009 AverageProperty and Location
    
    In Service
    
    Size (Sq. Ft.)
    
    
    Apartments
    
    
    Occupancy (1)Camden Parkside (8)
    
    1972
    
    
    836
    
    
    
    421
    
    
    
    92.7Camden Sea Palms
    
    1990
    
    
    891
    
    
    
    138
    
    
    
    94.2San Diego/Inland EmpireCamden Old Creek
    
    2007
    
    
    1,037
    
    
    
    350
    
    
    
    93.9Camden Sierra at Otay Ranch
    
    2003
    
    
    962
    
    
    
    422
    
    
    
    94.0Camden Tuscany
    
    2003
    
    
    896
    
    
    
    160
    
    
    
    93.6Camden Vineyards
    
    2002
    
    
    1,053
    
    
    
    264
    
    
    
    89.6COLORADODenverCamden Caley
    
    2000
    
    
    925
    
    
    
    218
    
    
    
    94.8Camden Centennial
    
    1985
    
    
    744
    
    
    
    276
    
    
    
    93.2Camden Denver West (9)
    
    1997
    
    
    1,015
    
    
    
    320
    
    
    
    94.8Camden Highlands Ridge
    
    1996
    
    
    1,149
    
    
    
    342
    
    
    
    95.0Camden Interlocken
    
    1999
    
    
    1,022
    
    
    
    340
    
    
    
    96.1Camden Lakeway
    
    1997
    
    
    932
    
    
    
    451
    
    
    
    93.6Camden Pinnacle
    
    1985
    
    
    748
    
    
    
    224
    
    
    
    93.2WASHINGTON DC METROCamden Ashburn Farms
    
    2000
    
    
    1,062
    
    
    
    162
    
    
    
    95.6Camden Clearbrook
    
    2007
    
    
    1,048
    
    
    
    297
    
    
    
    96.7Camden College Park (3) (12)
    
    2008
    
    
    942
    
    
    
    508
    
    
    
    79.8Camden Dulles Station (2)
    
    2009
    
    
    984
    
    
    
    366
    
    
    Lease-UpCamden Fair Lakes
    
    1999
    
    
    1,056
    
    
    
    530
    
    
    
    95.4Camden Fairfax Corner
    
    2006
    
    
    934
    
    
    
    488
    
    
    
    95.2Camden Fallsgrove
    
    2004
    
    
    996
    
    
    
    268
    
    
    
    97.0Camden Grand Parc
    
    2002
    
    
    674
    
    
    
    105
    
    
    
    96.1Camden Lansdowne
    
    2002
    
    
    1,006
    
    
    
    690
    
    
    
    94.8Camden Largo Town Center
    
    2000/2007
    
    
    1,027
    
    
    
    245
    
    
    
    90.1Camden Monument Place
    
    2007
    
    
    856
    
    
    
    368
    
    
    
    93.8Camden Potomac Yard (3)
    
    2008
    
    
    835
    
    
    
    378
    
    
    
    84.2Camden Roosevelt
    
    2003
    
    
    856
    
    
    
    198
    
    
    
    96.3Camden Russett
    
    2000
    
    
    992
    
    
    
    426
    
    
    
    94.4Camden Silo Creek
    
    2004
    
    
    975
    
    
    
    284
    
    
    
    96.4Camden Summerfield (3)
    
    2008
    
    
    957
    
    
    
    291
    
    
    
    84.8Camden Westwind
    
    2006
    
    
    1,036
    
    
    
    464
    
    
    
    95.3FLORIDASoutheast FloridaCamden Aventura
    
    1995
    
    
    1,108
    
    
    
    379
    
    
    
    93.9Camden Brickell
    
    2003
    
    
    937
    
    
    
    405
    
    
    
    94.4Camden Doral
    
    1999
    
    
    1,120
    
    
    
    260
    
    
    
    96.0Camden Doral Villas
    
    2000
    
    
    1,253
    
    
    
    232
    
    
    
    96.7Camden Las Olas
    
    2004
    
    
    1,043
    
    
    
    420
    
    
    
    94.5Camden Plantation
    
    1997
    
    
    1,201
    
    
    
    502
    
    
    
    94.4Camden Portofino
    
    1995
    
    
    1,112
    
    
    
    322
    
    
    
    95.1OrlandoCamden Club
    
    1986
    
    
    1,077
    
    
    
    436
    
    
    
    94.1Camden Hunters Creek
    
    2000
    
    
    1,075
    
    
    
    270
    
    
    
    94.8Camden Lago Vista
    
    2005
    
    
    955
    
    
    
    366
    
    
    
    93.8Camden Landings
    
    1983
    
    
    748
    
    
    
    220
    
    
    
    93.9Camden Lee Vista
    
    2000
    
    
    937
    
    
    
    492
    
    
    
    92.9Camden Orange Court
    
    2008
    
    
    812
    
    
    
    261
    
    
    
    78.9Camden Renaissance
    
    1996/1998
    
    
    899
    
    
    
    578
    
    
    
    92.9Camden Reserve
    
    1990/1991
    
    
    824
    
    
    
    526
    
    
    
    93.6Camden World Gateway
    
    2000
    
    
    979
    
    
    
    408
    
    
    
    93.1Tampa/St. PetersburgCamden Bay
    
    1997/2001
    
    
    943
    
    
    
    760
    
    
    
    93.8Camden Bay Pointe
    
    1984
    
    
    771
    
    
    
    368
    
    
    
    91.7Camden Bayside
    
    1987/1989
    
    
    748
    
    
    
    832
    
    
    
    93.6Camden Citrus Park
    
    1985
    
    
    704
    
    
    
    247
    
    
    
    92.1Camden Lakes
    
    1982/1983
    
    
    732
    
    
    
    688
    
    
    
    91.7Camden Lakeside
    
    1986
    
    
    729
    
    
    
    228
    
    
    
    92.1Camden Live Oaks
    
    1990
    
    
    1,093
    
    
    
    770
    
    
    
    94.7Camden Preserve
    
    1996
    
    
    942
    
    
    
    276
    
    
    
    93.8Camden Providence Lakes
    
    1996
    
    
    1,024
    
    
    
    260
    
    
    
    93.3Camden Royal Palms
    
    2006
    
    
    1,017
    
    
    
    352
    
    
    
    92.0
  11




---



##### Table of Contents



OPERATING PROPERTIES
    
    Year Placed
    
    Average Apartment
    
    
    Number of
    
    
    2009 AverageProperty and Location
    
    In Service
    
    Size (Sq. Ft.)
    
    
    Apartments
    
    
    Occupancy (1)Camden Westshore
    
    1986
    
    
    728
    
    
    
    278
    
    
    
    93.6Camden Woods
    
    1986
    
    
    1,223
    
    
    
    444
    
    
    
    92.5GEORGIAAtlantaCamden Brookwood
    
    2002
    
    
    912
    
    
    
    359
    
    
    
    93.2Camden Dunwoody
    
    1997
    
    
    1,007
    
    
    
    324
    
    
    
    93.8Camden Deerfield
    
    2000
    
    
    1,187
    
    
    
    292
    
    
    
    94.5Camden Midtown Atlanta
    
    2001
    
    
    935
    
    
    
    296
    
    
    
    93.1Camden Peachtree City
    
    2001
    
    
    1,027
    
    
    
    399
    
    
    
    94.2Camden River
    
    1997
    
    
    1,103
    
    
    
    352
    
    
    
    93.2Camden Shiloh
    
    1999/2002
    
    
    1,143
    
    
    
    232
    
    
    
    93.5Camden St. Clair
    
    1997
    
    
    999
    
    
    
    336
    
    
    
    93.2Camden Stockbridge
    
    2003
    
    
    1,009
    
    
    
    304
    
    
    
    91.7Camden Sweetwater
    
    2000
    
    
    1,151
    
    
    
    308
    
    
    
    92.1KENTUCKYLouisvilleCamden Brookside (10)
    
    1987
    
    
    732
    
    
    
    224
    
    
    
    92.8Camden Meadows (10)
    
    1987/1990
    
    
    746
    
    
    
    400
    
    
    
    95.3Camden Oxmoor (10)
    
    2000
    
    
    903
    
    
    
    432
    
    
    
    96.0Camden Prospect Park (10)
    
    1990
    
    
    916
    
    
    
    138
    
    
    
    94.7MISSOURIKansas CityCamden Passage (10)
    
    1989/1997
    
    
    834
    
    
    
    596
    
    
    
    95.2St. LouisCamden Cedar Lakes (10)
    
    1986
    
    
    852
    
    
    
    420
    
    
    
    92.3Camden Cove West (10)
    
    1990
    
    
    828
    
    
    
    276
    
    
    
    95.8Camden Cross Creek (10)
    
    1973/1980
    
    
    947
    
    
    
    591
    
    
    
    95.2Camden Westchase (10)
    
    1986
    
    
    945
    
    
    
    160
    
    
    
    95.7NEVADALas VegasCamden Bel Air
    
    1988/1995
    
    
    943
    
    
    
    528
    
    
    
    92.7Camden Breeze
    
    1989
    
    
    846
    
    
    
    320
    
    
    
    93.2Camden Canyon
    
    1995
    
    
    987
    
    
    
    200
    
    
    
    95.6Camden Commons
    
    1988
    
    
    936
    
    
    
    376
    
    
    
    91.0Camden Cove
    
    1990
    
    
    898
    
    
    
    124
    
    
    
    93.1Camden Del Mar
    
    1995
    
    
    986
    
    
    
    560
    
    
    
    93.2Camden Fairways
    
    1989
    
    
    896
    
    
    
    320
    
    
    
    94.4Camden Hills
    
    1991
    
    
    439
    
    
    
    184
    
    
    
    90.8Camden Legends
    
    1994
    
    
    792
    
    
    
    113
    
    
    
    93.4Camden Palisades
    
    1991
    
    
    905
    
    
    
    624
    
    
    
    92.2Camden Pines (8)
    
    1997
    
    
    982
    
    
    
    315
    
    
    
    93.8Camden Pointe
    
    1996
    
    
    983
    
    
    
    252
    
    
    
    93.0Camden Summit (8)
    
    1995
    
    
    1,187
    
    
    
    234
    
    
    
    94.7Camden Tiara (8)
    
    1996
    
    
    1,043
    
    
    
    400
    
    
    
    93.7Camden Vintage
    
    1994
    
    
    978
    
    
    
    368
    
    
    
    92.3Oasis Bay (11)
    
    1990
    
    
    876
    
    
    
    128
    
    
    
    92.5Oasis Crossings (11)
    
    1996
    
    
    983
    
    
    
    72
    
    
    
    94.4Oasis Emerald (11)
    
    1988
    
    
    873
    
    
    
    132
    
    
    
    91.2Oasis Gateway (11)
    
    1997
    
    
    1,146
    
    
    
    360
    
    
    
    91.9Oasis Island (11)
    
    1990
    
    
    901
    
    
    
    118
    
    
    
    92.1Oasis Landing (11)
    
    1990
    
    
    938
    
    
    
    144
    
    
    
    92.7Oasis Meadows (11)
    
    1996
    
    
    1,031
    
    
    
    383
    
    
    
    90.7Oasis Palms (11)
    
    1989
    
    
    880
    
    
    
    208
    
    
    
    90.7Oasis Pearl (11)
    
    1989
    
    
    930
    
    
    
    90
    
    
    
    94.7Oasis Place (11)
    
    1992
    
    
    440
    
    
    
    240
    
    
    
    89.9Oasis Ridge (11)
    
    1984
    
    
    391
    
    
    
    477
    
    
    
    85.3Oasis Sierra (11)
    
    1998
    
    
    923
    
    
    
    208
    
    
    
    94.0Oasis Springs (11)
    
    1988
    
    
    838
    
    
    
    304
    
    
    
    89.5Oasis Vinings (11)
    
    1994
    
    
    1,152
    
    
    
    234
    
    
    
    90.7NORTH CAROLINACharlotteCamden Ballantyne
    
    1998
    
    
    1,045
    
    
    
    400
    
    
    
    93.2Camden Cotton Mills
    
    2002
    
    
    905
    
    
    
    180
    
    
    
    95.3Camden Dilworth
    
    2006
    
    
    857
    
    
    
    145
    
    
    
    95.4
  12




---



##### Table of Contents



OPERATING PROPERTIES
    
    Year Placed
    
    Average Apartment
    
    
    Number of
    
    
    2009 AverageProperty and Location
    
    In Service
    
    Size (Sq. Ft.)
    
    
    Apartments
    
    
    Occupancy (1)Camden Fairview
    
    1983
    
    
    1,036
    
    
    
    135
    
    
    
    96.1Camden Forest
    
    1989
    
    
    703
    
    
    
    208
    
    
    
    89.3Camden Foxcroft (4)
    
    1979
    
    
    940
    
    
    
    156
    
    
    
    92.0Camden Grandview
    
    2000
    
    
    1,057
    
    
    
    266
    
    
    
    95.4Camden Habersham
    
    1986
    
    
    773
    
    
    
    240
    
    
    
    93.0Camden Park Commons
    
    1997
    
    
    861
    
    
    
    232
    
    
    
    92.4Camden Pinehurst
    
    1967
    
    
    1,147
    
    
    
    407
    
    
    
    93.1Camden Sedgebrook
    
    1999
    
    
    972
    
    
    
    368
    
    
    
    93.3Camden Simsbury
    
    1985
    
    
    874
    
    
    
    100
    
    
    
    93.9Camden South End Square
    
    2003
    
    
    882
    
    
    
    299
    
    
    
    93.1Camden Stonecrest
    
    2001
    
    
    1,098
    
    
    
    306
    
    
    
    93.2Camden Touchstone
    
    1986
    
    
    899
    
    
    
    132
    
    
    
    94.9RaleighCamden Crest
    
    2001
    
    
    1,013
    
    
    
    438
    
    
    
    93.9Camden Governors Village
    
    1999
    
    
    1,046
    
    
    
    242
    
    
    
    92.4Camden Lake Pine
    
    1999
    
    
    1,066
    
    
    
    446
    
    
    
    93.9Camden Manor Park
    
    2006
    
    
    966
    
    
    
    484
    
    
    
    94.5Camden Overlook
    
    2001
    
    
    1,060
    
    
    
    320
    
    
    
    94.7Camden Reunion Park
    
    2000/2004
    
    
    972
    
    
    
    420
    
    
    
    92.9Camden Westwood
    
    1999
    
    
    1,027
    
    
    
    354
    
    
    
    94.5PENNSYLVANIACamden Valleybrook
    
    2002
    
    
    992
    
    
    
    352
    
    
    
    94.7TEXASAustinCamden Amber Oaks (2) (7)
    
    2009
    
    
    862
    
    
    
    348
    
    
    Lease-UpCamden Cedar Hills (3)
    
    2008
    
    
    911
    
    
    
    208
    
    
    
    91.1Camden Gaines Ranch
    
    1997
    
    
    955
    
    
    
    390
    
    
    
    92.6Camden Huntingdon
    
    1995
    
    
    903
    
    
    
    398
    
    
    
    93.7Camden Laurel Ridge
    
    1986
    
    
    702
    
    
    
    183
    
    
    
    92.9Camden Ridgecrest
    
    1995
    
    
    855
    
    
    
    284
    
    
    
    93.7Camden South Congress (7)
    
    2001
    
    
    975
    
    
    
    253
    
    
    
    93.8Camden Stoneleigh
    
    2001
    
    
    908
    
    
    
    390
    
    
    
    94.2Corpus ChristiCamden Breakers
    
    1996
    
    
    868
    
    
    
    288
    
    
    
    94.2Camden Copper Ridge
    
    1986
    
    
    775
    
    
    
    344
    
    
    
    94.4Camden Miramar (6)
    
    1994-2004
    
    
    482
    
    
    
    778
    
    
    
    84.4Dallas/Fort WorthCamden Addison (8)
    
    1996
    
    
    942
    
    
    
    456
    
    
    
    93.5Camden Buckingham
    
    1997
    
    
    919
    
    
    
    464
    
    
    
    94.8Camden Centreport
    
    1997
    
    
    911
    
    
    
    268
    
    
    
    93.3Camden Cimarron
    
    1992
    
    
    772
    
    
    
    286
    
    
    
    94.5Camden Farmers Market
    
    2001/2005
    
    
    932
    
    
    
    904
    
    
    
    93.9Camden Gardens
    
    1983
    
    
    652
    
    
    
    256
    
    
    
    93.8Camden Glen Lakes
    
    1979
    
    
    877
    
    
    
    424
    
    
    
    93.9Camden Legacy Creek
    
    1995
    
    
    831
    
    
    
    240
    
    
    
    95.5Camden Legacy Park
    
    1996
    
    
    871
    
    
    
    276
    
    
    
    94.4Camden Oasis
    
    1986
    
    
    548
    
    
    
    602
    
    
    
    86.6Camden Springs
    
    1987
    
    
    713
    
    
    
    304
    
    
    
    92.1Camden Valley Creek
    
    1984
    
    
    855
    
    
    
    380
    
    
    
    93.4Camden Valley Park (5)
    
    1986
    
    
    743
    
    
    
    516
    
    
    RedevelopmentCamden Valley Ridge
    
    1987
    
    
    773
    
    
    
    408
    
    
    
    93.1Camden Westview
    
    1983
    
    
    697
    
    
    
    335
    
    
    
    91.4HoustonCamden Braeswood Place (2) (13)
    
    2009
    
    
    1,042
    
    
    
    340
    
    
    Lease-UpCamden Baytown
    
    1999
    
    
    844
    
    
    
    272
    
    
    
    93.3Camden City Centre
    
    2007
    
    
    932
    
    
    
    379
    
    
    
    94.3Camden Creek
    
    1984
    
    
    639
    
    
    
    456
    
    
    
    93.5Camden Greenway
    
    1999
    
    
    861
    
    
    
    756
    
    
    
    95.4Camden Holly Springs (8)
    
    1999
    
    
    934
    
    
    
    548
    
    
    
    94.4Camden Midtown
    
    1999
    
    
    844
    
    
    
    337
    
    
    
    96.3Camden Oak Crest
    
    2003
    
    
    870
    
    
    
    364
    
    
    
    95.5Camden Park (8)
    
    1995
    
    
    866
    
    
    
    288
    
    
    
    96.9Camden Plaza (12)
    
    2007
    
    
    915
    
    
    
    271
    
    
    
    92.5Camden Royal Oaks
    
    2006
    
    
    923
    
    
    
    236
    
    
    
    91.0
  13




---



##### Table of Contents



OPERATING PROPERTIES
    
    Year Placed
    
    Average Apartment
    
    
    Number of
    
    
    2009 AverageProperty and Location
    
    In Service
    
    Size (Sq. Ft.)
    
    
    Apartments
    
    
    Occupancy (1)Camden Steeplechase
    
    1982
    
    
    748
    
    
    
    290
    
    
    
    92.7Camden Stonebridge
    
    1993
    
    
    845
    
    
    
    204
    
    
    
    96.7Camden Sugar Grove (8)
    
    1997
    
    
    921
    
    
    
    380
    
    
    
    94.0Camden Vanderbilt
    
    1996/1997
    
    
    863
    
    
    
    894
    
    
    
    95.8Camden Whispering Oaks (3)
    
    2008
    
    
    934
    
    
    
    274
    
    
    
    87.5
 (1)
    
    Represents average physical occupancy for the year except as noted below.(2)
    
    Properties under lease-up at December 31, 2009.(3)
    
    Development property stabilized during 2009  average occupancy calculated
from date at which occupancy exceeded 90% through year-end.(4)
    
    Redevelopment completed during 2009  average occupancy calculated from date
at which occupancy exceeded 90% through year-end.(5)
    
    Properties under redevelopment at December 31, 2009.(6)
    
    Miramar is a student housing project for Texas A&M at Corpus Christi. Average
occupancy includes summer which is normally subject to high vacancies.(7)
    
    Properties owned through a joint venture in which we own a 20% interest. The
remaining interest is owned by an unaffiliated private pension fund.(8)
    
    Properties owned through a joint venture in which we own a 20% interest. The
remaining interest is owned by an unaffiliated private investor.(9)
    
    Property owned through a joint venture in which we own a 50% interest. The
remaining interest is owned by an unaffiliated private investor.(10)
    
    Properties owned through a joint venture in which we own a 15% interest. The
remaining interest is owned by an unaffiliated private investor.(11)
    
    Properties owned through a joint venture in which we own a 20% interest. The
remaining interest is owned by an unaffiliated private pension fund.(12)
    
    Properties owned through a joint venture in which we own a 30% interest. The
remaining interest is owned by an unaffiliated private investor.(13)
    
    Property owned through a joint venture in which we own a 72% interest. The
remaining interest is owned by an unaffiliated private investor. 
 Item 3. Legal Proceedings
  
 Item 4.
Reserved
   14




---



##### Table of Contents



PART II
 
 Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
  High
    
    
    Low
    
    
    Distributions2009 Quarters:First
    
    $
    30.63
    
    
    $
    17.56
    
    
    $
    0.70Second
    
    
    30.99
    
    
    
    21.71
    
    
    
    0.45Third
    
    
    42.73
    
    
    
    25.10
    
    
    
    0.45Fourth
    
    
    44.01
    
    
    
    35.24
    
    
    
    0.452008 Quarters:First
    
    $
    54.65
    
    
    $
    42.18
    
    
    $
    0.70Second
    
    
    55.35
    
    
    
    44.08
    
    
    
    0.70Third
    
    
    54.87
    
    
    
    41.79
    
    
    
    0.70Fourth
    
    
    44.95
    
    
    
    18.96
    
    
    
    0.70
 
 Years Ended December 31,Index
    
    2005
    
    
    2006
    
    
    2007
    
    
    2008
    
    
    2009Camden Property Trust
    
    
    119.1
    
    
    
    157.5
    
    
    
    107.5
    
    
    
    75.1
    
    
    
    108.9FTSE NAREIT Equity
    
    
    112.2
    
    
    
    151.5
    
    
    
    127.7
    
    
    
    79.5
    
    
    
    101.8S&P 500
    
    
    104.9
    
    
    
    121.5
    
    
    
    128.2
    
    
    
    80.7
    
    
    
    102.1Russell 2000
    
    
    104.6
    
    
    
    123.8
    
    
    
    121.8
    
    
    
    80.7
    
    
    
    102.6
  15




---



##### Table of Contents



16




---



##### Table of Contents



Item 6. Selected Financial Data
  COMPARATIVE SUMMARY OF SELECTED FINANCIAL AND PROPERTY DATA
 Year Ended December 31,(in thousands, except per share amounts and property data)
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005(e)Operating Data (a)Total property revenues
    
    $
    623,926
    
    
    $
    624,016
    
    
    $
    588,319
    
    
    $
    561,029
    
    
    $
    485,696Total property expenses
    
    
    246,867
    
    
    
    239,282
    
    
    
    217,694
    
    
    
    211,336
    
    
    
    184,862Total non-property income (loss)
    
    
    25,443
    
    
    
    (19,540
    )
    
    
    25,002
    
    
    
    35,530
    
    
    
    50,912Total other expenses
    
    
    376,497
    
    
    
    331,278
    
    
    
    339,548
    
    
    
    345,908
    
    
    
    338,520Income (loss) from continuing operations attributable
to common shareholders
    
    
    (69,028
    )
    
    
    (14,072
    )
    
    
    41,377
    
    
    
    119,238
    
    
    
    146,726Net income (loss) attributable to common shareholders
    
    
    (50,800
    )
    
    
    70,973
    
    
    
    148,457
    
    
    
    232,846
    
    
    
    199,086Income (loss) from continuing operations attributable
to common shareholders per share:Basic
    
    $
    (1.09
    )
    
    $
    (0.26
    )
    
    $
    0.70
    
    
    $
    2.07
    
    
    $
    2.79Diluted
    
    
    (1.09
    )
    
    
    (0.26
    )
    
    
    0.68
    
    
    
    2.01
    
    
    
    2.61Net income attributable to common shareholders per
shareBasic
    
    $
    (0.80
    )
    
    $
    1.28
    
    
    $
    2.54
    
    
    $
    4.08
    
    
    $
    3.80Diluted
    
    
    (0.80
    )
    
    
    1.28
    
    
    
    2.50
    
    
    
    3.93
    
    
    
    3.55Distributions declared per common share
    
    $
    2.05
    
    
    $
    2.80
    
    
    $
    2.76
    
    
    $
    2.64
    
    
    $
    2.54Balance Sheet Data (at end of year)Total real estate assets, at cost
    
    $
    5,505,168
    
    
    $
    5,491,593
    
    
    $
    5,527,403
    
    
    $
    5,141,467
    
    
    $
    5,039,007Total assets
    
    
    4,607,999
    
    
    
    4,730,342
    
    
    
    4,890,760
    
    
    
    4,586,050
    
    
    
    4,487,799Notes payable
    
    
    2,625,199
    
    
    
    2,832,396
    
    
    
    2,828,095
    
    
    
    2,330,976
    
    
    
    2,633,091Perpetual preferred units
    
    
    97,925
    
    
    
    97,925
    
    
    
    97,925
    
    
    
    97,925
    
    
    
    97,925Equity
    
    
    1,609,013
    
    
    
    1,501,356
    
    
    
    1,653,340
    
    
    
    1,859,942
    
    
    
    1,494,001Other DataCash flows provided by (used in):Operating activities
    
    $
    217,688
    
    
    $
    216,958
    
    
    $
    223,106
    
    
    $
    231,569
    
    
    $
    200,845Investing activities
    
    
    (69,516
    )
    
    
    (37,374
    )
    
    
    (346,798
    )
    
    
    (52,067
    )
    
    
    (207,561
    )Financing activities
    
    
    (91,423
    )
    
    
    (173,074
    )
    
    
    123,555
    
    
    
    (180,044
    )
    
    
    6,039Funds from operations  diluted (b)
    
    
    109,947
    
    
    
    169,585
    
    
    
    227,153
    
    
    
    237,790
    
    
    
    195,290Property DataNumber of operating properties (at the end of year) (c)
    
    
    183
    
    
    
    181
    
    
    
    182
    
    
    
    186
    
    
    
    191Number of operating apartment homes (at end of year) (c)
    
    
    63,286
    
    
    
    62,903
    
    
    
    63,085
    
    
    
    63,843
    
    
    
    65,580Number of operating apartment homes (weighted average)
(c)(d)
    
    
    50,608
    
    
    
    51,277
    
    
    
    53,132
    
    
    
    55,850
    
    
    
    55,056Weighted average monthly total property revenue per
apartment home
    
    $
    1,034
    
    
    $
    1,055
    
    
    $
    1,025
    
    
    $
    970
    
    
    $
    888Properties under development (at end of period)
    
    
    2
    
    
    
    5
    
    
    
    11
    
    
    
    11
    
    
    
    9
 (a)
    
    Excludes discontinued operations.(b)
    
    Management considers Funds from Operations (FFO) to be an appropriate measure of the
financial performance of an equity REIT. The National Association of Real Estate Investment
Trusts (NAREIT) currently defines FFO as net income (computed in accordance with accounting
principles generally accepted in the United States of America (GAAP)), excluding gains (or
losses) associated with the sale of previously depreciated operating properties, real estate
depreciation and amortization, and adjustments for unconsolidated joint ventures. Our
calculation of diluted FFO also assumes conversion of all potentially dilutive securities,
including certain noncontrolling interests, which are convertible into common shares. We
consider FFO to be an appropriate supplemental measure of operating performance because, by
excluding gains or losses on dispositions of operating properties and excluding depreciation,
FFO can assist in the comparison of the operating performance of a companys real estate
between periods or as compared to different companies.(c)
    
    Includes discontinued operations.(d)
    
    Excludes apartment homes owned in joint ventures.(e)
    
    The 2005 results include the operations of Summit Properties Inc. subsequent to February 28,
2005.  17




---



##### Table of Contents



Item 7. Managements Discussion and Analysis of Financial Condition and Results of
Operations
    
    
    volatility in capital and credit markets could adversely impact us;
 
    
    we could be negatively impacted by the condition of Fannie Mae or Freddie Mac;
 
    
    unfavorable changes in economic conditions could adversely impact occupancy or
rental rates;
 
    
    short-term leases expose us to the effects of declining market rents;
 
    
    we face risks associated with land holdings and related activities;
 
    
    difficulties of selling real estate could limit our flexibility;
 
    
    compliance or failure to comply with laws requiring access to our properties by
disabled persons could result in substantial cost;
 
    
    competition could limit our ability to lease apartments or increase or maintain
rental income;
 
    
    development and construction risks could impact our profitability;
 
    
    our acquisition strategy may not produce the cash flows expected;
 
    
    competition could adversely affect our ability to acquire properties;
 
    
    losses from catastrophes may exceed our insurance coverage;
 
    
    investments through joint ventures involve risks not present in investments in which
we are the sole investor;
 
    
    we face risks associated with investments in and management of discretionary funds;
 
    
    we depend on our key personnel;
 
    
    changes in laws and litigation risks could affect our business;
 
    
    tax matters, including failure to qualify as a REIT, could have adverse
consequences;
 
    
    insufficient cash flows could limit our ability to make required payments for debt
obligations or pay distributions to shareholders;
 
    
    we have significant debt, which could have important adverse consequences;
 
    
    we may be unable to renew, repay, or refinance our outstanding debt;
 
    
    variable rate debt is subject to interest rate risk;
 
    
    we may incur losses on interest rate hedging arrangements;
 
    
    issuances of additional debt may adversely impact our financial condition;
 
    
    failure to maintain our current credit ratings could adversely affect our cost of
funds, related margins, liquidity, and access to capital markets;
 
    
    share ownership limits and our ability to issue additional equity securities may
prevent takeovers beneficial to shareholders;
 
    
    our share price will fluctuate; and
 
    
    we may reduce dividends on our equity securities.
   18




---



##### Table of Contents



Executive Summary
        19




---



##### Table of Contents



Property Portfolio
  December 31, 2009
    
    
    December 31, 2008Apartment
    
    
    
    
    
    
    ApartmentHomes
    
    
    Properties
    
    
    Homes
    
    
    PropertiesOperating PropertiesLas Vegas, Nevada
    
    
    8,016
    
    
    
    29
    
    
    
    8,016
    
    
    
    29Houston, Texas
    
    
    6,289
    
    
    
    16
    
    
    
    6,620
    
    
    
    16Dallas, Texas
    
    
    6,119
    
    
    
    15
    
    
    
    6,119
    
    
    
    15Washington, D.C. Metro
    
    
    6,068
    
    
    
    17
    
    
    
    5,702
    
    
    
    16Tampa, Florida
    
    
    5,503
    
    
    
    12
    
    
    
    5,503
    
    
    
    12Charlotte, North Carolina
    
    
    3,574
    
    
    
    15
    
    
    
    3,574
    
    
    
    15Orlando, Florida
    
    
    3,557
    
    
    
    9
    
    
    
    3,557
    
    
    
    9Atlanta, Georgia
    
    
    3,202
    
    
    
    10
    
    
    
    3,202
    
    
    
    10Raleigh, North Carolina
    
    
    2,704
    
    
    
    7
    
    
    
    2,704
    
    
    
    7Southeast Florida
    
    
    2,520
    
    
    
    7
    
    
    
    2,520
    
    
    
    7Los Angeles/Orange County, California
    
    
    2,481
    
    
    
    6
    
    
    
    2,481
    
    
    
    6Austin, Texas
    
    
    2,454
    
    
    
    8
    
    
    
    2,106
    
    
    
    7Phoenix, Arizona
    
    
    2,433
    
    
    
    8
    
    
    
    2,433
    
    
    
    8Denver, Colorado
    
    
    2,171
    
    
    
    7
    
    
    
    2,171
    
    
    
    7San Diego/Inland Empire, California
    
    
    1,196
    
    
    
    4
    
    
    
    1,196
    
    
    
    4Other
    
    
    4,999
    
    
    
    13
    
    
    
    4,999
    
    
    
    13Total Operating Properties
    
    
    63,286
    
    
    
    183
    
    
    
    62,903
    
    
    
    181Properties Under DevelopmentHouston, Texas
    
    
    372
    
    
    
    2
    
    
    
    712
    
    
    
    3Washington, D.C. Metro
    
    
    
    
    
    
    
    
    
    
    366
    
    
    
    1Austin, Texas
    
    
    
    
    
    
    
    
    
    
    348
    
    
    
    1Total Properties Under Development
    
    
    372
    
    
    
    2
    
    
    
    1,426
    
    
    
    5Total Properties
    
    
    63,658
    
    
    
    185
    
    
    
    64,329
    
    
    
    186Less: Joint Venture Properties(1)Las Vegas, Nevada
    
    
    4,047
    
    
    
    17
    
    
    
    4,047
    
    
    
    17Houston, Texas (2)
    
    
    2,199
    
    
    
    7
    
    
    
    2,199
    
    
    
    7Phoenix, Arizona
    
    
    992
    
    
    
    4
    
    
    
    992
    
    
    
    4Los Angeles/Orange County, California
    
    
    711
    
    
    
    2
    
    
    
    711
    
    
    
    2Austin, Texas
    
    
    601
    
    
    
    2
    
    
    
    601
    
    
    
    2Washington, D.C. Metro
    
    
    508
    
    
    
    1
    
    
    
    508
    
    
    
    1Dallas, Texas
    
    
    456
    
    
    
    1
    
    
    
    456
    
    
    
    1Denver, Colorado
    
    
    320
    
    
    
    1
    
    
    
    320
    
    
    
    1Other
    
    
    3,237
    
    
    
    9
    
    
    
    3,237
    
    
    
    9Total Joint Venture Properties
    
    
    13,071
    
    
    
    44
    
    
    
    13,071
    
    
    
    44Total Properties Owned 100%
    
    
    50,587
    
    
    
    141
    
    
    
    51,258
    
    
    
    142
 (1)
    
    Refer to Note 7, Investments in Joint Ventures, of the Notes to Consolidated Financial
Statements for further discussion of our joint venture investments.(2)
    
    Includes Camden Travis Street, a fully-consolidated joint venture, of which we retain a 25%
ownership.  20




---



##### Table of Contents



Stabilized Communities
  Number of
    
    
    Date ofApartment
    
    
    Construction
    
    
    Date ofProperty and Location
    
    Homes
    
    
    Completion
    
    
    StabilizationCamden Main & Jamboree  joint ventureIrvine, CA
    
    
    290
    
    
    
    3Q08
    
    
    
    1Q09Camden Cedar HillsAustin, TX
    
    
    208
    
    
    
    4Q08
    
    
    
    2Q09Camden Potomac YardArlington, VA
    
    
    378
    
    
    
    2Q08
    
    
    
    3Q09Camden SummerfieldLandover, MD
    
    
    291
    
    
    
    2Q08
    
    
    
    3Q09Camden Whispering OaksHouston, TX
    
    
    274
    
    
    
    4Q08
    
    
    
    3Q09Camden College Park  joint ventureCollege Park, MD
    
    
    508
    
    
    
    3Q08
    
    
    
    3Q09Camden Orange CourtOrlando, FL
    
    
    261
    
    
    
    2Q08
    
    
    
    4Q09
 Partial Sales and Dispositions to Joint Ventures Included in Continuing Operations
   Discontinued Operations and Assets Held for Sale
    21




---



##### Table of Contents



Development and Lease-Up Properties
  Number of
    
    
    
    
    
    
    
    
    
    
    Date of
    
    
    Estimated($ in millions)
    
    Apartment
    
    
    
    
    
    
    % Leased at
    
    
    Construction
    
    
    Date ofProperty and Location
    
    Homes
    
    
    Cost Incurred
    
    
    1/31/10
    
    
    Completion
    
    
    StabilizationCamden Dulles StationOak Hill, VA
    
    
    366
    
    
    $
    72.3
    
    
    
    85
    %
    
    
    1Q09
    
    
    
    2Q10
  Included in
    
    
    
    
    
    
    EstimatedNumber of
    
    
    
    
    
    
    
    
    
    
    Properties
    
    
    
    
    
    
    Date of
    
    
    Estimated($ in millions)
    
    Apartment
    
    
    Estimated
    
    
    Cost
    
    
    Under
    
    
    % Leased at
    
    
    Construction
    
    
    Date ofProperty and Location
    
    Homes
    
    
    Cost
    
    
    Incurred
    
    
    Development
    
    
    1/31/10
    
    
    Completion
    
    
    StabilizationCamden Travis Street (a)Houston, TX
    
    
    253
    
    
    $
    39.0
    
    
    $
    29.5
    
    
    $
    8.6
    
    
    
    31%
    
    
    
    1Q10
    
    
    
    1Q11
 (a)
    
    Camden Travis Street is owned by a consolidated joint venture, of which we
retain a 25% ownership   22




---



##### Table of Contents



Number of
    
    
    Total
    
    
    % Leased($ in millions)
    
    
    
    
    
    Apartment
    
    
    Cost
    
    
    AtProperty and Location
    
    Ownership %
    
    
    Homes
    
    
    Incurred
    
    
    1/31/10Completed Communities(1)Camden Amber OaksAustin, TX
    
    
    20
    %
    
    
    348
    
    
    $
    35.2
    
    
    
    80
    %Braeswood Place (2)Houston, TX
    
    
    72
    %
    
    
    340
    
    
    
    50.3
    
    
    
    64
    %Total Completed
Communities
    
    
    
    
    
    
    688
    
    
    $
    85.5Under Construction(1) (2)Belle MeadeHouston, TX
    
    
    30
    %
    
    
    119
    
    
    $
    36.7
    
    
    
    32
    %Total Under Construction
    
    
    
    
    
    
    119
    
    
    $
    36.7Total AcresPre-Development(3)Lakes at 610Houston, TX
    
    
    30
    %
    
    
    6.1
    
    
    $
    7.1
    
    
    
    N/ATown Lake (4)Austin, TX
    
    
    72
    %
    
    
    25.9
    
    
    
    40.9Total Pre-Development
    
    
    
    
    
    
    32.0
    
    
    $
    48.0
 (1)
    
    Properties in lease-up as of December 31, 2009.(2)
    
    Properties being developed by joint venture partner.(3)
    
    Properties in pre-development by joint venture partner.(4)
    
    We have discontinued development activities on this project. An impairment of $13.4 million
has been recorded for the year ended December 31, 2009.   23




---



##### Table of Contents



Geographic Diversification
  (in thousands)
    
    2009
    
    
    2008Washington, D.C. Metro
    
    $
    1,193,269
    
    
    
    21.9
    %
    
    $
    1,219,866
    
    
    
    22.4
    %Southeast Florida
    
    
    453,021
    
    
    
    8.3
    
    
    
    446,629
    
    
    
    8.2Tampa, Florida
    
    
    393,377
    
    
    
    7.2
    
    
    
    386,816
    
    
    
    7.1Houston, Texas
    
    
    389,848
    
    
    
    7.1
    
    
    
    377,041
    
    
    
    6.9Orlando, Florida
    
    
    371,862
    
    
    
    6.8
    
    
    
    364,379
    
    
    
    6.7Dallas, Texas
    
    
    345,814
    
    
    
    6.3
    
    
    
    337,890
    
    
    
    6.2Los Angeles/Orange County, California
    
    
    332,414
    
    
    
    6.1
    
    
    
    330,849
    
    
    
    6.1Atlanta, Georgia
    
    
    320,748
    
    
    
    5.9
    
    
    
    319,047
    
    
    
    5.8Charlotte, North Carolina
    
    
    318,493
    
    
    
    5.8
    
    
    
    316,387
    
    
    
    5.8Las Vegas, Nevada
    
    
    308,054
    
    
    
    5.6
    
    
    
    321,782
    
    
    
    5.9Raleigh, North Carolina
    
    
    237,284
    
    
    
    4.4
    
    
    
    237,023
    
    
    
    4.3San Diego/Inland Empire, California
    
    
    227,108
    
    
    
    4.2
    
    
    
    226,556
    
    
    
    4.1Denver, Colorado
    
    
    187,544
    
    
    
    3.4
    
    
    
    186,292
    
    
    
    3.4Austin, Texas
    
    
    154,473
    
    
    
    2.8
    
    
    
    159,897
    
    
    
    2.9Phoenix, Arizona
    
    
    118,828
    
    
    
    2.2
    
    
    
    118,003
    
    
    
    2.2Other
    
    
    109,489
    
    
    
    2.0
    
    
    
    107,377
    
    
    
    2.0Total
    
    $
    5,461,626
    
    
    
    100.0
    %
    
    $
    5,455,834
    
    
    
    100.0
    %
 Results of Operations
  2009
    
    
    2008
    
    
    2007Average monthly property revenue per apartment home
    
    $
    1,034
    
    
    $
    1,055
    
    
    $
    1,025Annualized total property expenses per apartment home
    
    $
    4,911
    
    
    $
    4,852
    
    
    $
    4,551Weighted average number of operating apartment homes owned 100%
    
    
    50,272
    
    
    
    49,312
    
    
    
    47,832Weighted average occupancy of operating apartment homes owned 100%
    
    
    94.5
    %
    
    
    93.8
    %
    
    
    93.7
    %
  24




---



##### Table of Contents



Property-level operating results
  Apartment
    
    
    Year EndedHomes
    
    
    December 31,
    
    
    Change($ in thousands)
    
    at 12/31/09
    
    
    2009
    
    
    2008
    
    
    $
    
    
    %Property revenuesSame store communities
    
    
    42,670
    
    
    $
    517,823
    
    
    $
    534,356
    
    
    $
    (16,533
    )
    
    
    (3.1
    )%Non-same store communities
    
    
    7,551
    
    
    
    96,840
    
    
    
    81,034
    
    
    
    15,806
    
    
    
    19.5Development and lease-up communities
    
    
    619
    
    
    
    4,527
    
    
    
    1,213
    
    
    
    3,314
    
    
    
    273.2Dispositions/other
    
    
    
    
    
    
    4,736
    
    
    
    7,413
    
    
    
    (2,677
    )
    
    
    (36.1
    )Total property revenues
    
    
    50,840
    
    
    $
    623,926
    
    
    $
    624,016
    
    
    $
    (90
    )
    
    
    0
    %Property expensesSame store communities
    
    
    42,670
    
    
    $
    203,481
    
    
    $
    199,930
    
    
    $
    3,551
    
    
    
    1.8
    %Non-same store communities
    
    
    7,551
    
    
    
    37,985
    
    
    
    34,201
    
    
    
    3,784
    
    
    
    11.1Development and lease-up communities
    
    
    619
    
    
    
    2,028
    
    
    
    515
    
    
    
    1,513
    
    
    
    293.8Dispositions/other
    
    
    
    
    
    
    3,373
    
    
    
    4,636
    
    
    
    (1,263
    )
    
    
    (27.2
    )Total property expenses
    
    
    50,840
    
    
    $
    246,867
    
    
    $
    239,282
    
    
    $
    7,585
    
    
    
    3.2
    %
 Same store communities are communities we owned and which were stabilized as of January 1, 2008.
Non-same store communities are stabilized communities we have acquired, developed, or re-developed
after January 1, 2008. Development and lease-up communities are non-stabilized communities we have
acquired or developed after January 1, 2008.
 Apartment
    
    
    Year EndedHomes
    
    
    December 31,
    
    
    Changeat 12/31/08
    
    
    2008
    
    
    2007
    
    
    $
    
    
    %Property revenuesSame store communities
    
    
    40,340
    
    
    $
    498,875
    
    
    $
    491,736
    
    
    $
    7,139
    
    
    
    1.5
    %Non-same store communities
    
    
    8,469
    
    
    
    108,184
    
    
    
    88,925
    
    
    
    19,259
    
    
    
    21.7Development and lease-up communities
    
    
    2,031
    
    
    
    9,444
    
    
    
    81
    
    
    
    9,363
    
    
    
    Dispositions/other
    
    
    
    
    
    
    7,513
    
    
    
    7,577
    
    
    
    (64
    )
    
    
    (0.8
    )Total property revenues
    
    
    50,840
    
    
    $
    624,016
    
    
    $
    588,319
    
    
    $
    35,697
    
    
    
    6.1
    %Property expensesSame store communities
    
    
    40,340
    
    
    $
    188,644
    
    
    $
    180,277
    
    
    $
    8,367
    
    
    
    4.6
    %Non-same store communities
    
    
    8,469
    
    
    
    40,395
    
    
    
    33,444
    
    
    
    6,951
    
    
    
    20.8Development and lease-up communities
    
    
    2,031
    
    
    
    5,694
    
    
    
    140
    
    
    
    5,554
    
    
    
    Dispositions/other
    
    
    
    
    
    
    4,549
    
    
    
    3,833
    
    
    
    716
    
    
    
    18.7Total property expenses
    
    
    50,840
    
    
    $
    239,282
    
    
    $
    217,694
    
    
    $
    21,588
    
    
    
    9.9
    %
 Same store communities are communities we owned and which were stabilized as of January 1, 2007.
Non-same store communities are stabilized communities we have acquired, developed, or re-developed
after January 1, 2007. Development and lease-up communities are non-stabilized communities we have
developed or acquired after January 1, 2007.
 Same store analysis:
   25




---



##### Table of Contents



Non-same store and development and lease-up analysis:
   Dispositions/other property analysis:
   Non-property income
 Year Ended
    
    
    
    
    
    
    
    
    
    
    Year EndedDecember 31,
    
    
    Change
    
    
    December 31,
    
    
    Change($ in thousands)
    
    2009
    
    
    2008
    
    
    $
    
    
    %
    
    
    2008
    
    
    2007
    
    
    $
    
    
    %Fee and asset management
    
    $
    8,008
    
    
    $
    9,167
    
    
    $
    (1,159
    )
    
    
    (12.6
    )%
    
    $
    9,167
    
    
    $
    8,293
    
    
    $
    874
    
    
    
    10.5
    %Interest and other income
    
    
    2,826
    
    
    
    4,736
    
    
    
    (1,910
    )
    
    
    (40.3
    )
    
    
    4,736
    
    
    
    9,427
    
    
    
    (4,691
    )
    
    
    (49.8
    )Income
(loss) on deferred compensation plans
    
    
    14,609
    
    
    
    (33,443
    )
    
    
    48,052
    
    
    
    
    
    
    
    (33,443
    )
    
    
    7,282
    
    
    
    (40,725
    )
    
    
    Total non-property
income (loss)
    
    $
    25,443
    
    
    $
    (19,540
    )
    
    $
    44,983
    
    
    
    
    %
    
    $
    (19,540
    )
    
    $
    25,002
    
    
    $
    (44,542
    )
    
    
    
    %
  26




---



##### Table of Contents



Other expenses
 Year Ended
    
    
    
    
    
    
    
    
    
    
    Year EndedDecember 31,
    
    
    Change
    
    
    December 31,
    
    
    Change($ in thousands)
    
    2009
    
    
    2008
    
    
    $
    
    
    %
    
    
    2008
    
    
    2007
    
    
    $
    
    
    %Property management
    
    $
    18,864
    
    
    $
    19,910
    
    
    $
    (1,046
    )
    
    
    (5.3
    )%
    
    $
    19,910
    
    
    $
    18,413
    
    
    $
    1,497
    
    
    
    8.1
    %Fee and asset management
    
    
    4,878
    
    
    
    6,054
    
    
    
    (1,176
    )
    
    
    (19.4
    )
    
    
    6,054
    
    
    
    4,552
    
    
    
    1,502
    
    
    
    33.0General and administrative
    
    
    31,243
    
    
    
    31,586
    
    
    
    (343
    )
    
    
    (1.1
    )
    
    
    31,586
    
    
    
    32,590
    
    
    
    (1,004
    )
    
    
    (3.1
    )Interest
    
    
    128,296
    
    
    
    132,399
    
    
    
    (4,103
    )
    
    
    (3.1
    )
    
    
    132,399
    
    
    
    115,753
    
    
    
    16,646
    
    
    
    14.4Depreciation and amortization
    
    
    174,682
    
    
    
    171,814
    
    
    
    2,868
    
    
    
    1.7
    
    
    
    171,814
    
    
    
    157,297
    
    
    
    14,517
    
    
    
    9.2Amortization of deferred
financing costs
    
    
    3,925
    
    
    
    2,958
    
    
    
    967
    
    
    
    32.7
    
    
    
    2,958
    
    
    
    3,661
    
    
    
    (703
    )
    
    
    (19.2
    )Expense (benefit) on deferred
compensation plans
    
    
    14,609
    
    
    
    (33,443
    )
    
    
    48,052
    
    
    
    
    
    
    
    (33,443
    )
    
    
    7,282
    
    
    
    (40,725
    )
    
    
    Total non-property
expenses
    
    $
    376,497
    
    
    $
    331,278
    
    
    $
    45,219
    
    
    
    13.6
    %
    
    $
    331,278
    
    
    $
    339,548
    
    
    $
    (8,270
    )
    
    
    (2.4
    )%
    27




---



##### Table of Contents



28




---



##### Table of Contents



Other
 Year Ended
    
    
    
    
    
    
    
    
    
    
    Year EndedDecember 31,
    
    
    Change
    
    
    December 31,
    
    
    Change(in thousands)
    
    2009
    
    
    2008
    
    
    $
    
    
    %
    
    
    2008
    
    
    2007
    
    
    $
    
    
    %Gain on sale of properties,
including land
    
    $
    
    
    
    $
    2,929
    
    
    $
    (2,929
    )
    
    
    (100.0
    )%
    
    $
    2,929
    
    
    $
    
    
    
    $
    2,929
    
    
    
    100.0
    %Gain (loss) on early
retirement of debt
    
    
    (2,550
    )
    
    
    13,566
    
    
    
    (16,116
    )
    
    
    (118.8
    )
    
    
    13,566
    
    
    
    
    
    
    
    13,566
    
    
    
    100.0Impairment associated with
land development activities
    
    
    (85,614
    )
    
    
    (51,323
    )
    
    
    (34,291
    )
    
    
    (66.8
    )
    
    
    (51,323
    )
    
    
    (1,447
    )
    
    
    (49,876
    )
    
    
    Equity in income (loss) of
joint ventures
    
    
    695
    
    
    
    (1,265
    )
    
    
    1,960
    
    
    
    (154.9
    )
    
    
    (1,265
    )
    
    
    1,526
    
    
    
    (2,791
    )
    
    
    (182.9
    )Income tax expense  current
    
    
    (967
    )
    
    
    (843
    )
    
    
    (124
    )
    
    
    (14.7
    )
    
    
    (843
    )
    
    
    (3,052
    )
    
    
    2,209
    
    
    
    72.4
       29




---



##### Table of Contents



Funds from Operations (FFO)
    (in thousands)
    
    2009
    
    
    2008
    
    
    2007Funds
from operationsNet income
(loss) attributable to common shareholders (1)
    
    $
    (50,800
    )
    
    $
    70,973
    
    
    $
    148,457Real estate depreciation and amortization,
including discontinued operations
    
    
    170,480
    
    
    
    171,009
    
    
    
    161,064Adjustments for unconsolidated joint ventures
    
    
    7,800
    
    
    
    7,103
    
    
    
    4,934Gain on sale of properties, including land and
discontinued operations, net of taxes
    
    
    (16,887
    )
    
    
    (83,117
    )
    
    
    (105,098
    )Income (loss) allocated to noncontrolling interests
    
    
    (646
    )
    
    
    3,617
    
    
    
    17,796Funds from operations  diluted
    
    $
    109,947
    
    
    $
    169,585
    
    
    $
    227,153Weighted average shares  basic
    
    
    62,359
    
    
    
    55,272
    
    
    
    58,135Incremental shares issuable from assumed
conversion of:Common share options and share awards granted
    
    
    55
    
    
    
    114
    
    
    
    482Common units
    
    
    2,852
    
    
    
    3,142
    
    
    
    3,503Weighted average shares  diluted
    
    
    65,266
    
    
    
    58,528
    
    
    
    62,120
 (1)
    
    Includes an $85.6 million, $51.3 million and $1.4 million impairment associated with
land development activities for the years ended December 31, 2009, 2008 and 2007,
respectively. Liquidity and Capital Resources
 Financial Condition and Sources of Liquidity
  
    
    extending and sequencing the maturity dates of our debt where practicable;
 
    
    managing interest rate exposure using what management believes to be prudent levels
of fixed and floating rate debt;
 
    
    maintaining what management believes to be conservative coverage ratios; and
 
    
    using what management believes to be a prudent combination of debt and common and
preferred equity.
  30




---



##### Table of Contents




    
    normal recurring operating expenses;
 
    
    current debt service requirements;
 
    
    recurring capital expenditures;
 
    
    initial funding of property developments, acquisitions, joint venture investments,
and notes receivable; and
 
    
    the minimum dividend payments required to maintain our REIT qualification under the
Code.
  Cash Flows
     31




---



##### Table of Contents



Financial Flexibility
       32




---



##### Table of Contents



Future Cash Requirements and Contractual Obligations
    (in millions)
    
    Total
    
    
    2010
    
    
    2011
    
    
    2012
    
    
    2013
    
    
    2014
    
    
    ThereafterDebt maturities (1)
    
    $
    2,625.2
    
    
    $
    141.6
    
    
    $
    153.2
    
    
    $
    761.9
    
    
    $
    227.2
    
    
    $
    10.1
    
    
    $
    1,331.2Interest payments (2)
    
    
    692.3
    
    
    
    130.6
    
    
    
    119.3
    
    
    
    108.4
    
    
    
    74.4
    
    
    
    63.4
    
    
    
    196.2Non-cancelable lease payments
    
    
    12.3
    
    
    
    2.5
    
    
    
    2.4
    
    
    
    2.0
    
    
    
    1.9
    
    
    
    1.8
    
    
    
    1.7Postretirement benefit obligations
    
    
    2.9
    
    
    
    0.2
    
    
    
    0.2
    
    
    
    0.2
    
    
    
    0.2
    
    
    
    0.2
    
    
    
    1.9Construction contracts
    
    
    9.5
    
    
    
    9.5
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    3,342.2
    
    
    $
    284.4
    
    
    $
    275.1
    
    
    $
    872.5
    
    
    $
    303.7
    
    
    $
    75.5
    
    
    $
    1,531.0
 (1)
    
    Includes our line of credit and scheduled principal amortizations.(2)
    
    Includes contractual interest payments for our line of credit, senior unsecured
notes, medium-term notes, and secured notes. Interest payments on hedged loans were
calculated based on the interest rates effectively fixed by the interest rate swap
agreements. The interest payments on certain secured notes with floating interest
rates and our line of credit were calculated based on the interest rates in effect as
of December 31, 2009 or the most recent practicable date. Off-Balance Sheet Arrangements
  Inflation
   33




---



##### Table of Contents



Critical Accounting Policies
  Use of Estimates.
 Principles of Consolidation
 Asset Impairment
   34




---



##### Table of Contents



Cost Capitalization.
 Recent Accounting Pronouncements
 Recent Accounting Pronouncements.
  Transfers and Servicing (Topic 860) 
Accounting for Transfers of Financial Assets, Accounting for Transfers of Financial Assets, an
Amendment of FASB Statement No. 140.
  35




---



##### Table of Contents



Consolidations (Topic 810)  Improvements to
Financial Reporting by Enterprises Involved with Variable Interest Entities, Amendments to FASB Interpretation No. 46R.
 Equity (Topic 505): Accounting for
Distributions to Shareholders with Components of Stock and Cash.
  
 Item 7A. Quantitative and Qualitative Disclosures About Market Risk
   December 31, 2009
    
    
    December 31, 2008Weighted
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    WeightedAverage
    
    
    Weighted
    
    
    
    
    
    
    
    
    
    
    Average
    
    
    WeightedMaturity
    
    
    Average
    
    
    
    
    
    
    
    
    
    
    Maturity
    
    
    AverageAmount
    
    
    (in years)
    
    
    Interest
    
    
    % Of
    
    
    Amount
    
    
    (in years)
    
    
    Interest
    
    
    % Of(in millions)
    
    
    (1)
    
    
    Rate
    
    
    Total
    
    
    (in millions)
    
    
    (1)
    
    
    Rate
    
    
    TotalFixed rate debt (2)
    
    $
    2,396.8
    
    
    
    5.2
    
    
    
    5.5
    %
    
    
    91.3
    %
    
    $
    2,467.3
    
    
    
    4.4
    
    
    
    5.5
    %
    
    
    87.1
    %Variable rate debt
    
    
    228.4
    
    
    
    10.1
    
    
    
    1.2
    
    
    
    8.7
    
    
    
    365.1
    
    
    
    11.5
    
    
    
    2.7
    
    
    
    12.9
 (1)
    
    Excludes balances outstanding under our unsecured line of credit, which are included in
variable rate debt.(2)
    
    Includes a $500 million term loan entered into in 2007 and $14.9 million of a
construction loan entered into in 2008 which are effectively fixed by the use of an
interest rate swap (see discussion below).   36




---



##### Table of Contents




    
    we agree to pay a counterparty the interest that would have been incurred on a fixed
principal amount at a fixed interest rate; and
 
    
    the counterparty agrees to pay us the interest rate that would have been incurred on
the same principal amount at an assumed floating interest rate tied to a particular
market index.
  
 Item 8. Financial Statements and Supplementary Data
  
 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
  
 Item 9A. Controls and Procedures
 Evaluation of disclosure controls and procedures.
 Changes in internal controls.
  37




---



##### Table of Contents



Managements Report on Internal Control over Financial Reporting
   
    
    Pertain to the maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of the assets of the company;
 
    
    Provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and
 
    
    Provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the companys assets that could have a
material effect on the financial statements.
     38




---



##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 Internal
Control  Integrated Framework Managements Report on Internal Control over
Financial Reporting
    Internal Control
 Integrated Framework
   
  39




---



##### Table of Contents



Item 9B. Other Information
  
 PART III
 
 Item 10. Directors, Executive Officers, and Corporate Governance
  
 Item 11. Executive Compensation
  
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
  Equity Compensation Plan Information
 Number of securitiesremaining available forNumber of securities to be
    
    
    Weighted-average
    
    
    future issuance underissued upon exercise of
    
    
    exercise price of
    
    
    equity compensation plansoutstanding options,
    
    
    outstanding options,
    
    
    (excluding securitieswarrants and rights
    
    
    warrants and rights
    
    
    reflected in column (a))Plan Category
    
    (a)
    
    
    (b)
    
    
    (c)Equity compensation
plans approved by
security holders
    
    
    4,826,757
    
    
    $
    39.00
    
    
    
    1,640,099Equity compensation
plans not approved
by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    4,826,757
    
    
    $
    39.00
    
    
    
    1,640,099
 
 Item 13. Certain Relationships and Related Transactions and Director Independence
  
 Item 14. Principal Accounting Fees and Services
   40




---



##### Table of Contents



PART IV
 
 Item 15. Exhibits and Financial Statement Schedules
  (1) Financial Statements:Report of Independent Registered Public Accounting Firm
    
    
    F-1Consolidated Balance Sheets as of December 31, 2009 and 2008
    
    
    F-2Consolidated Statements of Income and Comprehensive Income for the Years Ended
December 31, 2009, 2008, and 2007
    
    
    F-3Consolidated Statements of Equity for the Years Ended December 31, 2009,
2008, and 2007
    
    
    F-5Consolidated Statements of Cash Flows for the Years Ended December 31, 2009, 2008,
and 2007
    
    
    F-7Notes to Consolidated Financial Statements
    
    
    F-9(2) Financial Statement Schedules:Schedule III  Real Estate and Accumulated Depreciation
    
    
    S-1Schedule IV  Mortgage Loans on Real Estate
    
    
    S-7
    Filed Herewith orExhibit No.
    
    Description
    
    Incorporated Herein by Reference (1)2.1
    
    
    Agreement and Plan of Merger, dated October 4, 2004, among
Camden Property Trust, Camden Summit, Inc. and Summit
Properties Inc.
    
    Current Report on Form 8-K
filed on October 5, 20042.2
    
    
    Amendment No. 1 to Agreement and Plan of Merger, dated
October 6, 2004, among Camden Property Trust, Camden Summit,
Inc. and Summit Properties Inc.
    
    Exhibit 2.1 to Form 8-K
filed on October 6, 20042.3
    
    
    Amendment No. 2 to Agreement and Plan of Merger, dated
January 24, 2005, among Camden Property Trust, Camden
Summit, Inc. and Summit Properties Inc.
    
    Exhibit 2.1 to Form 8-K
filed on January 25, 20053.1
    
    
    Amended and Restated Declaration of Trust of Camden Property
Trust
    
    Exhibit 3.1 to Form 10-K for
the year ended December 31,
19933.2
    
    
    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
  41




---



##### Table of Contents



Filed Herewith orExhibit No.
    
    Description
    
    Incorporated Herein by Reference (1)3.3
    
    
    Second Amended and Restated Bylaws of Camden Property Trust
    
    Exhibit 3.3 to Form 10-K for
the year ended December 31,
19973.4
    
    
    Amendment to Second Amended and Restated Bylaws of Camden
Property Trust
    
    Exhibit 99.2 to Form 8-K
filed on May 4, 20064.1
    
    
    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, 19964.3
    
    
    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, 19964.4
    
    
    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, 20074.6
    
    
    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, 20074.7
    
    
    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, 19994.8
    
    
    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,
20034.9
    
    
    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, 19994.11
    
    
    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, 20034.12
    
    
    Form of Camden Property Trust 7.625% Note due 2011
    
    Exhibit 4.4 to Form 8-K
filed on February 20, 20014.13
    
    
    Form of Camden Property Trust 6.75% Note due 2010
    
    Exhibit 4.3 to Form 8-K
filed on September 17, 20014.14
    
    
    Form of Camden Property Trust 5.875% Note due 2012
    
    Exhibit 4.3 to Form 8-K
filed on November 25, 20024.15
    
    
    Form of Camden Property Trust 5.375% Note due 2013
    
    Exhibit 4.2 to Form 8-K
filed on December 9, 20034.16
    
    
    Form of Camden Property Trust 4.375% Note due 2010
    
    Exhibit 4.2 to Form 8-K
filed on December 20, 20044.17
    
    
    Form of Camden Property Trust 5.00% Note due 2015
    
    Exhibit 4.2 to Form 8-K
filed on June 7, 2005
  42




---



##### Table of Contents



Filed Herewith orExhibit No.
    
    Description
    
    Incorporated Herein by Reference (1)4.18
    
    
    Form of Camden Property Trust 5.700% Notes due 2017
    
    Exhibit 4.3 to Form 8-K
filed on May 7, 20074.19
    
    
    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)4.20
    
    
    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)4.21
    
    
    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)4.22
    
    
    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)4.23
    
    
    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)4.24
    
    
    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, 20054.25
    
    
    Form of Camden Summit Partnership, L.P. (f/k/a Summit
Properties Partnership, L.P.) 8.50% Medium-Term Note due
2010
    
    Exhibit 10.2 to Summit
Property Inc.s Form 10-Q
for the quarter ended
September 30, 2000 (File No.
001-12792)4.26
    
    
    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, 200310.3
    
    
    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, 200310.4
    
    
    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, 200710.5
    
    
    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, 200810.6
    
    
    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, 199610.7
    
    
    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
  43




---



##### Table of Contents



Filed Herewith orExhibit No.
    
    Description
    
    Incorporated Herein by Reference (1)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, 200810.9
    
    
    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, 200710.10
    
    
    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, 200810.11
    
    
    Distribution Agreement dated March 20, 1997 among Camden
Property Trust and the Agents listed therein relating to the
issuance of Medium Term Notes
    
    Exhibit 1.1 to Form 8-K
filed on March 21, 199710.12
    
    
    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, 200310.13
    
    
    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, 200310.14
    
    
    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, 200310.15
    
    
    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, 200310.16
    
    
    Form of Amendment No. 1 to Amended and Restated Master
Exchange Agreement (Trust Managers) effective November 27,
2007
    
    Exhibit 99.3 to Form 8-K
filed on November 30, 200710.17
    
    
    Form of Amendment No. 1 to Amended and Restated Master
Exchange Agreement (Key Employees) effective November 27,
2007
    
    Exhibit 99.4 to Form 8-K
filed on November 30, 200710.18
    
    
    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)10.19
    
    
    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, 199910.20
    
    
    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, 199910.21
    
    
    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, 199910.22
    
    
    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, 199910.23
    
    
    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, 200310.24
    
    
    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
  44




---



##### Table of Contents



Filed Herewith orExhibit No.
    
    Description
    
    Incorporated Herein by Reference (1)10.25
    
    
    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)10.26
    
    
    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)10.27
    
    
    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, 199910.28
    
    
    Amended and Restated 1993 Share Incentive Plan of Camden
Property Trust
    
    Exhibit 10.18 to Form 10-K
for the year ended December
31, 199910.29
    
    
    Camden Property Trust 1999 Employee Share Purchase Plan
    
    Exhibit 10.19 to Form 10-K
for the year ended December
31, 199910.30
    
    
    Amended and Restated 2002 Share Incentive Plan of Camden
Property Trust
    
    Exhibit 10.1 to Form 10-Q
for the quarter ended March
31, 200210.31
    
    
    Amendment to Amended and Restated 2002 Share Incentive Plan
of Camden Property Trust
    
    Exhibit 99.1 to Form 8-K
filed on May 4, 200610.32
    
    
    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, 200810.33
    
    
    Camden Property Trust Short Term Incentive Plan
    
    Exhibit 10.2 to Form 10-Q
for the quarter ended March
31, 200210.34
    
    
    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, 200710.35
    
    
    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, 200810.36
    
    
    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, 200810.37
    
    
    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)10.38
    
    
    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)10.39
    
    
    Form of Amended and Restated Credit Agreement dated January
14, 2005 among Camden Property Trust, Bank of America, N.A.,
as administrative agent, J.P. Morgan Chase Bank, N.A., as
syndication agent, Wachovia Bank, N.A. and Wells Fargo Bank,
N.A., as the documentation agents, and the Lenders named
therein
    
    Exhibit 99.1 to Form 8-K
filed on January 18, 200510.40
    
    
    Form of First Amendment to Credit Agreement, dated as of
January 18, 2006, among Camden Property Trust and Bank of
America, N.A. on behalf of itself and the Lenders
    
    Exhibit 99.1 to Form 8-K
filed on January 20, 2006
  45




---



##### Table of Contents



Filed Herewith orExhibit No.
    
    Description
    
    Incorporated Herein by Reference (1)10.41
    
    
    Form of Credit Agreement dated as of August 17, 2007 among
Camden Property Trust, Bank of America, N.A., as
administrative agent and JPMorgan Chase Bank, N.A., as
syndication agent.
    
    Exhibit 99.1 to Form 8-K
filed on August 21, 200710.42
    
    
    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, 200710.43
    
    
    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)10.44
    
    
    Noncompetition Agreement between Summit Properties Inc. and
William F. Paulsen
    
    Exhibit 10.5 to Summit
Properties Inc.s Form 10-Q
for the quarter ended March
31, 2000 (File No.
001-12792)10.45
    
    
    Noncompetition Agreement between Summit Properties Inc. and
William B. McGuire, Jr.
    
    Exhibit 10.7 to Summit
Properties Inc.s Form 10-Q
for the quarter ended March
31, 2000 (File No.
001-12792)10.46
    
    
    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)10.47
    
    
    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)10.48
    
    
    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, 200510.49
    
    
    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, 200510.50
    
    
    Agreement and General Release, executed on December 28,
2009, between Camden Property Trust and Steven Eddington
    
    Exhibit 99.1 to Form 8-K
filed on December 28, 200910.51
    
    
    Credit Agreement dated July 28, 2003 by and among Camden
Summit Partnership, L.P. (f/k/a Summit Properties
Partnership, L.P.), Summit Sweetwater, LLC, Summit Shiloh,
LLC, Summit Grandview, LLC, Summit Portofino Place, LTD.,
and L.J. Melody & Company
    
    Exhibit 10.1 to Camden
Summit Partnership, L.P.s
Form 10-Q for the quarter
ended June 30, 2003 (File
No. 000-22411)10.52
    
    
    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)10.53
    
    
    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)10.54
    
    
    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 10.1 to Form 10-Q
for the quarter ended
September 30, 2008
  46




---



##### Table of Contents



Filed Herewith orExhibit No.
    
    Description
    
    Incorporated Herein by Reference (1)10.55
    
    
    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 10.1 to Form 10-Q
for the quarter ended March
31, 200912.1
    
    
    Statement Regarding Computation of Ratios
    
    Filed Herewith21.1
    
    
    List of Significant Subsidiaries
    
    Filed Herewith23.1
    
    
    Consent of Deloitte & Touche LLP
    
    Filed Herewith24.1
    
    
    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 Herewith31.1
    
    
    Certification of Chief Executive Officer pursuant to Rule
13a-14(a) of the Securities Exchange Act
    
    Filed Herewith31.2
    
    
    Certification of Chief Financial Officer pursuant to Rule
13a-14(a) of the Securities Exchange Act
    
    Filed Herewith32.1
    
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
    
    Filed Herewith
 (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.  47




---



##### Table of Contents



SIGNATURES
  CAMDEN PROPERTY TRUSTFebruary 25, 2010
    By:
    /s/ Michael P. GallagherMichael P. GallagherVice President - Chief Accounting Officer  48




---



##### Table of Contents



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 25, 2010/s/ D. Keith Oden

D. Keith Oden
    
    President and Trust Manager
    
    February 25, 2010/s/ Dennis M. Steen

Dennis M. Steen
    
    Senior Vice President-Finance and
Chief Financial Officer
(Principal Financial
Officer)
    
    February 25, 2010/s/ Michael P. Gallagher

Michael P. Gallagher
    
    Vice President  Chief
Accounting Officer
(Principal Accounting
Officer)
    
    February 25, 2010*

William R. Cooper
    
    Trust Manager
    
    February 25, 2010*

Scott S. Ingraham
    
    Trust Manager
    
    February 25, 2010*

Lewis A. Levey
    
    Trust Manager
    
    February 25, 2010*

William B. McGuire, Jr.
    
    Trust Manager
    
    February 25, 2010*

F. Gardner Parker
    
    Trust Manager
    
    February 25, 2010*

William F. Paulsen
    
    Trust Manager
    
    February 25, 2010*

Steven A. Webster
    
    Trust Manager
    
    February 25, 2010*

Kelvin R. Westbrook
    
    Trust Manager
    
    February 25, 2010
 *By:
    
    /s/ Dennis M. SteenDennis M. SteenAttorney-in-fact
  49




---



##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
     Internal ControlIntegrated Framework
  
  F-1




---



##### Table of Contents



CAMDEN PROPERTY TRUST
 
 CONSOLIDATED BALANCE SHEETS
 December 31,(in thousands, except per share amounts)
    
    2009
    
    
    2008AssetsReal estate assets, at costLand
    
    $
    747,921
    
    
    $
    744,059Buildings and improvements
    
    
    4,512,124
    
    
    
    4,447,5875,260,045
    
    
    
    5,191,646Accumulated depreciation
    
    
    (1,149,056
    )
    
    
    (981,049
    )Net operating real estate assets
    
    
    4,110,989
    
    
    
    4,210,597Properties under development, including land
    
    
    201,581
    
    
    
    264,188Investments in joint ventures
    
    
    43,542
    
    
    
    15,106Properties held for sale, including land
    
    
    
    
    
    
    20,653Total real estate assets
    
    
    4,356,112
    
    
    
    4,510,544Accounts receivable  affiliates
    
    
    36,112
    
    
    
    37,000Notes receivableAffiliates
    
    
    45,847
    
    
    
    58,109Other
    
    
    
    
    
    
    8,710Other assets, net
    
    
    102,114
    
    
    
    103,013Cash and cash equivalents
    
    
    64,156
    
    
    
    7,407Restricted cash
    
    
    3,658
    
    
    
    5,559Total assets
    
    $
    4,607,999
    
    
    $
    4,730,342Liabilities and equityLiabilitiesNotes payableUnsecured
    
    $
    1,645,926
    
    
    $
    2,103,187Secured
    
    
    979,273
    
    
    
    729,209Accounts payable and accrued expenses
    
    
    74,420
    
    
    
    82,575Accrued real estate taxes
    
    
    23,241
    
    
    
    23,600Distributions payable
    
    
    33,025
    
    
    
    42,936Other liabilities
    
    
    145,176
    
    
    
    149,554Total liabilities
    
    
    2,901,061
    
    
    
    3,131,061Commitments and contingenciesPerpetual preferred units
    
    
    97,925
    
    
    
    97,925EquityCommon shares of beneficial interest; $0.01 par value per share; 100,000 shares authorized; 79,543 and 68,770 issued; 76,996 and 66,028 outstanding at December 31, 2009 and 2008, respectively
    
    
    770
    
    
    
    660Additional paid-in capital
    
    
    2,525,656
    
    
    
    2,237,703Distributions in excess of net income attributable to common shareholders
    
    
    (492,571
    )
    
    
    (312,309
    )Notes receivable secured by common shares
    
    
    (101
    )
    
    
    (295
    )Treasury shares, at cost (12,897 and 12,925 shares, respectively)
    
    
    (462,188
    )
    
    
    (463,209
    )Accumulated other comprehensive loss
    
    
    (41,155
    )
    
    
    (51,056
    )Total common equity
    
    
    1,530,411
    
    
    
    1,411,494Noncontrolling interests
    
    
    78,602
    
    
    
    89,862Total equity
    
    
    1,609,013
    
    
    
    1,501,356Total liabilities and equity
    
    $
    4,607,999
    
    
    $
    4,730,342
   F-2




---



##### Table of Contents



CAMDEN PROPERTY TRUST
 
 CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
 Year Ended December 31,(in thousands, except per share amounts)
    
    2009
    
    
    2008
    
    
    2007Property revenuesRental revenues
    
    $
    537,422
    
    
    $
    547,718
    
    
    $
    525,497Other property revenues
    
    
    86,504
    
    
    
    76,298
    
    
    
    62,822Total property revenues
    
    
    623,926
    
    
    
    624,016
    
    
    
    588,319Property expensesProperty operating and maintenance
    
    
    175,788
    
    
    
    168,981
    
    
    
    155,276Real estate taxes
    
    
    71,079
    
    
    
    70,301
    
    
    
    62,418Total property expenses
    
    
    246,867
    
    
    
    239,282
    
    
    
    217,694Non-property incomeFee and asset management
    
    
    8,008
    
    
    
    9,167
    
    
    
    8,293Interest and other income
    
    
    2,826
    
    
    
    4,736
    
    
    
    9,427Income (loss) on deferred compensation plans
    
    
    14,609
    
    
    
    (33,443
    )
    
    
    7,282Total non-property income (loss)
    
    
    25,443
    
    
    
    (19,540
    )
    
    
    25,002Other expensesProperty management
    
    
    18,864
    
    
    
    19,910
    
    
    
    18,413Fee and asset management
    
    
    4,878
    
    
    
    6,054
    
    
    
    4,552General and administrative
    
    
    31,243
    
    
    
    31,586
    
    
    
    32,590Interest
    
    
    128,296
    
    
    
    132,399
    
    
    
    115,753Depreciation and amortization
    
    
    174,682
    
    
    
    171,814
    
    
    
    157,297Amortization of deferred financing costs
    
    
    3,925
    
    
    
    2,958
    
    
    
    3,661Expense (benefit) on deferred compensation plans
    
    
    14,609
    
    
    
    (33,443
    )
    
    
    7,282Total other expenses
    
    
    376,497
    
    
    
    331,278
    
    
    
    339,548Income from continuing operations before gain on sale of properties, including land, gain (loss) on early retirement of debt, impairment associated with land development activities, and equity in income (loss) of joint ventures
    
    
    26,005
    
    
    
    33,916
    
    
    
    56,079Gain on sale of properties, including land
    
    
    
    
    
    
    2,929
    
    
    
    Gain (loss) on early retirement of debt
    
    
    (2,550
    )
    
    
    13,566
    
    
    
    Impairment associated with land development activities
    
    
    (85,614
    )
    
    
    (51,323
    )
    
    
    (1,447
    )Equity in income (loss) of joint ventures
    
    
    695
    
    
    
    (1,265
    )
    
    
    1,526Income (loss) from continuing operations before income taxes
    
    
    (61,464
    )
    
    
    (2,177
    )
    
    
    56,158Income tax expense  current
    
    
    (967
    )
    
    
    (843
    )
    
    
    (3,052
    )Income (loss) from continuing operations
    
    
    (62,431
    )
    
    
    (3,020
    )
    
    
    53,106Income from discontinued operations
    
    
    1,341
    
    
    
    4,847
    
    
    
    13,558Gain on sale of discontinued operations, including land, net of tax
    
    
    16,887
    
    
    
    80,198
    
    
    
    107,039Net income (loss)
    
    
    (44,203
    )
    
    
    82,025
    
    
    
    173,703Less (income) loss allocated to noncontrolling interests from continuing operations
    
    
    403
    
    
    
    (4,052
    )
    
    
    (4,729
    )Less income allocated to noncontrolling interests from discontinued operations
    
    
    
    
    
    
    
    
    
    
    (13,517
    )Less income allocated to perpetual preferred units
    
    
    (7,000
    )
    
    
    (7,000
    )
    
    
    (7,000
    )Net income (loss) attributable to common shareholders
    
    $
    (50,800
    )
    
    $
    70,973
    
    
    $
    148,457
   F-3




---



##### Table of Contents



CAMDEN PROPERTY TRUST
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
 Year Ended December 31,(In thousands, except per share amounts)
    
    2009
    
    
    2008
    
    
    2007Earnings per share  basicIncome (loss) from continuing operations attributable to common shareholders
    
    $
    (1.09
    )
    
    $
    (0.26
    )
    
    $
    0.70Income from discontinued operations, including gain on sale, attributable to common shareholders
    
    
    0.29
    
    
    
    1.54
    
    
    
    1.84Net income attributable to common shareholders
    
    $
    (0.80
    )
    
    $
    1.28
    
    
    $
    2.54Earnings per share  dilutedIncome (loss) from continuing operations attributable to common shareholders
    
    $
    (1.09
    )
    
    $
    (0.26
    )
    
    $
    0.68Income from discontinued operations, including gain on sale, attributable to common shareholders
    
    
    0.29
    
    
    
    1.54
    
    
    
    1.82Net income attributable to common shareholders
    
    $
    (0.80
    )
    
    $
    1.28
    
    
    $
    2.50Distributions declared per common share
    
    $
    2.05
    
    
    $
    2.80
    
    
    $
    2.76Weighted average number of common shares outstanding
    
    
    62,359
    
    
    
    55,272
    
    
    
    58,135Weighted average number of common shares and dilutive equivalent common shares outstanding
    
    
    62,359
    
    
    
    55,272
    
    
    
    59,125Net income (loss) attributable to common shareholdersIncome (loss) from continuing operations
    
    $
    (62,431
    )
    
    $
    (3,020
    )
    
    $
    53,106Less (income)loss allocated to noncontrolling interests from continuing operations
    
    
    403
    
    
    
    (4,052
    )
    
    
    (4,729
    )Less income allocated to perpetual preferred units
    
    
    (7,000
    )
    
    
    (7,000
    )
    
    
    (7,000
    )Income (loss) from continuing operations attributable to common shareholders
    
    
    (69,028
    )
    
    
    (14,072
    )
    
    
    41,377Income from discontinued operations, including gain on sale
    
    
    18,228
    
    
    
    85,045
    
    
    
    120,597Less income allocated to noncontrolling interests from discontinued operations
    
    
    
    
    
    
    
    
    
    
    (13,517
    )Income from discontinued operations attributable to common shareholders
    
    
    18,228
    
    
    
    85,045
    
    
    
    107,080Net income (loss) attributable to common shareholders
    
    $
    (50,800
    )
    
    $
    70,973
    
    
    $
    148,457Consolidated Statements of Comprehensive Income (Loss)Net income (loss)
    
    $
    (44,203
    )
    
    $
    82,025
    
    
    $
    173,703Other comprehensive income (loss)Unrealized loss on cash flow hedging activities
    
    
    (12,291
    )
    
    
    (44,386
    )
    
    
    (15,781
    )Reclassification of net (gains) losses on cash flow hedging activities
    
    
    22,192
    
    
    
    9,317
    
    
    
    (342
    )Gain on postretirement obligations
    
    
    
    
    
    
    136
    
    
    
    Comprehensive income (loss)
    
    
    (34,302
    )
    
    
    47,092
    
    
    
    157,580Less (income) loss allocated to noncontrolling interests from continuing operations
    
    
    403
    
    
    
    (4,052
    )
    
    
    (4,729
    )Less income allocated to noncontrolling interests from discontinued operations
    
    
    
    
    
    
    
    
    
    
    (13,517
    )Less income allocated to perpetual preferred units
    
    
    (7,000
    )
    
    
    (7,000
    )
    
    
    (7,000
    )Comprehensive income (loss) attributable to common shareholders
    
    $
    (40,899
    )
    
    $
    36,040
    
    
    $
    132,334
   F-4




---



##### Table of Contents



CAMDEN PROPERTY TRUST
 
 CONSOLIDATED STATEMENTS OF EQUITY
 Common ShareholdersNotesCommon
    
    
    
    
    
    
    
    
    
    
    receivable
    
    
    
    
    
    
    Accumulatedshares of
    
    
    
    
    
    
    Distributions
    
    
    secured by
    
    
    
    
    
    
    otherbeneficial
    
    
    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 unitsEquity, January 1, 2007
    
    $
    650
    
    
    $
    2,183,622
    
    
    $
    (213,665
    )
    
    $
    (2,036
    )
    
    $
    (234,215
    )
    
    $
    
    
    
    $
    125,586
    
    
    $
    1,859,942
    
    
    $
    97,925Net income
    
    
    
    
    
    
    
    
    
    
    148,457
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    18,246
    
    
    
    166,703
    
    
    
    7,000Other comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (16,123
    )
    
    
    
    
    
    
    (16,123
    )Common shares issued under dividend reinvestment plan
    
    
    
    
    
    
    38
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    38Net share awards
    
    
    2
    
    
    
    9,346
    
    
    
    
    
    
    
    
    
    
    
    (64
    )
    
    
    
    
    
    
    
    
    
    
    9,284Employee share purchase plan
    
    
    
    
    
    
    817
    
    
    
    
    
    
    
    
    
    
    
    562
    
    
    
    
    
    
    
    
    
    
    
    1,379Repayment of employee notes receivable, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    86
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    86Share awards placed into deferred plans (151 shares)
    
    
    (2
    )
    
    
    2
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Common share options exercised (96 shares)
    
    
    1
    
    
    
    4,333
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,334Conversions and redemptions of operating partnership units (266 shares)
    
    
    3
    
    
    
    11,473
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (11,785
    )
    
    
    (309
    )Common shares repurchased (3,604 shares)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (200,157
    )
    
    
    
    
    
    
    
    
    
    
    (200,157
    )Cumulative effect of a change in accounting principle
    
    
    
    
    
    
    
    
    
    
    (2,496
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,496
    )Noncontrolling interests issued in connection with real estate contribution
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    282
    
    
    
    282Distributions on perpetual preferred units
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,000
    )Cash distributions ($2.76 per share)
    
    
    
    
    
    
    
    
    
    
    (159,321
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (10,302
    )
    
    
    (169,623
    )Equity, December 31, 2007
    
    $
    654
    
    
    $
    2,209,631
    
    
    $
    (227,025
    )
    
    $
    (1,950
    )
    
    $
    (433,874
    )
    
    $
    (16,123
    )
    
    $
    122,027
    
    
    $
    1,653,340
    
    
    $
    97,925Net income
    
    
    
    
    
    
    
    
    
    
    70,973
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,052
    
    
    
    75,025
    
    
    
    7,000Other comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (34,933
    )
    
    
    
    
    
    
    (34,933
    )Common shares issued under dividend reinvestment plan
    
    
    
    
    
    
    7
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7Net share awards
    
    
    3
    
    
    
    10,218
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,221Employee share purchase plan
    
    
    
    
    
    
    142
    
    
    
    
    
    
    
    
    
    
    
    740
    
    
    
    
    
    
    
    
    
    
    
    882Repayment of employee notes receivable, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,655
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,655Share awards placed into deferred plans (147 shares)
    
    
    (2
    )
    
    
    2
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Common share options exercised (45 shares)
    
    
    
    
    
    
    2,155
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,155Conversions 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
    )Equity, December 31, 2008
    
    $
    660
    
    
    $
    2,237,703
    
    
    $
    (312,309
    )
    
    $
    (295
    )
    
    $
    (463,209
    )
    
    $
    (51,056
    )
    
    $
    89,862
    
    
    $
    1,501,356
    
    
    $
    97,925
   F-5




---



##### Table of Contents



CAMDEN PROPERTY TRUST
CONSOLIDATED STATEMENTS OF EQUITY
 Common ShareholdersNotesCommon
    
    
    
    
    
    
    
    
    
    
    receivable
    
    
    
    
    
    
    Accumulatedshares of
    
    
    
    
    
    
    Distributions
    
    
    secured by
    
    
    
    
    
    
    otherbeneficial
    
    
    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 unitsEquity, December 31, 2008
    
    $
    660
    
    
    $
    2,237,703
    
    
    $
    (312,309
    )
    
    $
    (295
    )
    
    $
    (463,209
    )
    
    $
    (51,056
    )
    
    $
    89,862
    
    
    $
    1,501,356
    
    
    $
    97,925Net income (loss)
    
    
    
    
    
    
    
    
    
    
    (50,800
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (403
    )
    
    
    (51,203
    )
    
    
    7,000Other comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,901
    
    
    
    
    
    
    
    9,901Common shares issued (10,350 shares)
    
    
    104
    
    
    
    272,008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    272,112Common shares issued under dividend reinvestment plan
    
    
    
    
    
    
    4
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4Net share awards
    
    
    2
    
    
    
    10,157
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,159Employee share purchase plan
    
    
    
    
    
    
    105
    
    
    
    
    
    
    
    
    
    
    
    1,027
    
    
    
    
    
    
    
    
    
    
    
    1,132Repayment of employee notes receivable, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    194
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    194Share awards placed into deferred plans (195 shares)
    
    
    2
    
    
    
    (2
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Common share options exercised (19 shares)
    
    
    
    
    
    
    1,275
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,275Conversions 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
    )Equity, December 31, 2009
    
    $
    770
    
    
    $
    2,525,656
    
    
    $
    (492,571
    )
    
    $
    (101
    )
    
    $
    (462,188
    )
    
    $
    (41,155
    )
    
    $
    78,602
    
    
    $
    1,609,013
    
    
    $
    97,925
   F-6




---



##### Table of Contents



CAMDEN PROPERTY TRUST
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 Year Ended December 31,(in thousands)
    
    2009
    
    
    2008
    
    
    2007Cash flows from operating activitiesNet income (loss)
    
    $
    (44,203
    )
    
    $
    82,025
    
    
    $
    173,703Adjustments to reconcile net income (loss) to net cash from operating activitiesDepreciation and amortization, including discontinued operations
    
    
    172,415
    
    
    
    169,151
    
    
    
    157,137Gain on sale of discontinued operations
    
    
    (16,887
    )
    
    
    (80,198
    )
    
    
    (107,039
    )Impairment associated with land development activities
    
    
    85,614
    
    
    
    51,323
    
    
    
    1,447Loss (gain) on early retirement of debt
    
    
    2,550
    
    
    
    (13,566
    )
    
    
    Share-based compensation
    
    
    9,053
    
    
    
    7,663
    
    
    
    7,547Distributions of income from joint ventures
    
    
    5,664
    
    
    
    5,392
    
    
    
    5,406Amortization of deferred financing costs
    
    
    3,925
    
    
    
    2,975
    
    
    
    3,689Equity in (income) loss of joint ventures
    
    
    (695
    )
    
    
    1,265
    
    
    
    (1,526
    )Accretion of discount on unsecured notes payable
    
    
    628
    
    
    
    571
    
    
    
    590Gain on sale of technology investments
    
    
    
    
    
    
    
    
    
    
    (623
    )Gain on sale of properties, including land
    
    
    
    
    
    
    (2,929
    )
    
    
    Interest on notes receivable  affiliates
    
    
    (437
    )
    
    
    (3,688
    )
    
    
    (4,112
    )Net change in operating accounts
    
    
    61
    
    
    
    (3,026
    )
    
    
    (13,113
    )Net cash from operating activities
    
    $
    217,688
    
    
    $
    216,958
    
    
    $
    223,106Cash flows from investing activitiesAcquisition of operating properties
    
    $
    
    
    
    $
    
    
    
    $
    (83,031
    )Development and capital improvements
    
    
    (72,779
    )
    
    
    (199,269
    )
    
    
    (417,789
    )Proceeds from sales of properties, including land and discontinued operations
    
    
    28,078
    
    
    
    123,513
    
    
    
    171,757Proceeds from partial sales of assets to joint ventures
    
    
    
    
    
    
    52,509
    
    
    
    Investments in joint ventures
    
    
    (23,159
    )
    
    
    (10,444
    )
    
    
    (6,015
    )Distributions of investments from joint ventures
    
    
    162
    
    
    
    1,058
    
    
    
    6,525Issuance of notes receivable  other
    
    
    
    
    
    
    
    
    
    
    (8,710
    )Payments received on notes receivable  other
    
    
    8,710
    
    
    
    2,855
    
    
    
    1,000Increase in notes receivable  affiliates
    
    
    (7,332
    )
    
    
    (3,487
    )
    
    
    (3,154
    )Other
    
    
    (3,196
    )
    
    
    (4,109
    )
    
    
    (7,381
    )Net cash from investing activities
    
    $
    (69,516
    )
    
    $
    (37,374
    )
    
    $
    (346,798
    )
   F-7




---



##### Table of Contents



CAMDEN PROPERTY TRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS
 Year Ended December 31,(in thousands)
    
    2009
    
    
    2008
    
    
    2007Cash flows from financing activitiesProceeds from issuance of common shares
    
    $
    272,112
    
    
    $
    
    
    
    $
    Proceeds from notes payable
    
    
    440,840
    
    
    
    385,927
    
    
    
    807,990Repayment of notes payable
    
    
    (503,705
    )
    
    
    (379,213
    )
    
    
    (213,376
    )Net (decrease) increase in unsecured line of credit and short-term borrowings
    
    
    (145,000
    )
    
    
    30,000
    
    
    
    (91,000
    )Distributions to common shareholders, perpetual preferred units, and noncontrolling
interests
    
    
    (152,687
    )
    
    
    (172,332
    )
    
    
    (178,142
    )Common share options exercised
    
    
    619
    
    
    
    1,729
    
    
    
    3,795Repurchase of common shares and units
    
    
    (21
    )
    
    
    (33,133
    )
    
    
    (200,467
    )Payment of deferred financing costs
    
    
    (5,124
    )
    
    
    (4,321
    )
    
    
    (5,113
    )Repayment of notes receivable secured by common shares
    
    
    208
    
    
    
    1,679
    
    
    
    190Net decrease (increase) in accounts receivable  affiliates
    
    
    909
    
    
    
    (929
    )
    
    
    (1,452
    )Other
    
    
    426
    
    
    
    (2,481
    )
    
    
    1,130Net cash from financing activities
    
    $
    (91,423
    )
    
    $
    (173,074
    )
    
    $
    123,555Net increase (decrease) in cash and cash equivalents
    
    
    56,749
    
    
    
    6,510
    
    
    
    (137
    )Cash and cash equivalents, beginning of year
    
    
    7,407
    
    
    
    897
    
    
    
    1,034Cash and cash equivalents, end of year
    
    $
    64,156
    
    
    $
    7,407
    
    
    $
    897Supplemental informationCash paid for interest, net of interest capitalized
    
    $
    134,266
    
    
    $
    136,172
    
    
    $
    114,531Cash paid for income taxes
    
    
    1,654
    
    
    
    1,651
    
    
    
    2,555Supplemental schedule of non-cash investing and financing activitiesDistributions declared but not paid
    
    $
    33,025
    
    
    $
    42,937
    
    
    $
    42,693Accrual associated with construction and capital expenditures
    
    
    5,189
    
    
    
    24,167
    
    
    
    40Conversion of operating partnership units to common shares
    
    
    3,753
    
    
    
    15,793
    
    
    
    11,638Debt disposed of through disposition
    
    
    
    
    
    
    14,010
    
    
    
    Value of shares issued under benefit plans, net of cancellations
    
    
    6,653
    
    
    
    10,766
    
    
    
    15,381Contribution of real estate assets to joint ventures
    
    
    
    
    
    
    10,523
    
    
    
    Noncontrolling interests issued in connection with real estate contribution
    
    
    
    
    
    
    
    
    
    
    532Conversion of mezzanine notes to joint venture equity
    
    
    18,496
    
    
    
    
    
    
    
    
   F-8




---



##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 1. Description of Business
  2. Summary of Significant Accounting Policies and Recent Accounting Pronouncements
 Principles of Consolidation
  Allocations of Purchase Price.
  F-9




---



##### Table of Contents



Asset Impairment
   Cash and Cash Equivalents.
 Cost Capitalization.
   F-10




---



##### Table of Contents



EstimatedUseful LifeBuildings and improvements
    
    5-35 yearsFurniture, fixtures, equipment and other
    
    3-20 yearsIntangible assets (in-place leases and above and below market leases)
    
    underlying lease term
 Derivative Financial Instruments.
 Discontinued Operations.
   Income Recognition.
  F-11




---



##### Table of Contents



Insurance.
 Other Assets, Net.
 Reportable Segments.
 Restricted Cash.
 Share-Based Compensation.
 Use of Estimates.
 Recent Accounting Pronouncements.
   F-12




---



##### Table of Contents



Transfers
and Servicing (Topic 860) 
Accounting for Transfers of Financial Assets, Accounting for Transfers of Financial Assets, an
Amendment of FASB Statement No. 140.
 Consolidations (Topic 810)  Improvements to
Financial Reporting by Enterprises Involved with Variable Interest Entities, Amendments to FASB Interpretation No. 46R.
 Equity (Topic 505): Accounting for
Distributions to Shareholders with Components of Stock and Cash.
  3. Share Data
   F-13




---



##### Table of Contents



Year Ended December 31,(in thousands, except per share amounts)
    
    2009
    
    
    2008
    
    
    2007Basic earnings per share calculationIncome (loss) from continuing operations attributable to common shareholders
    
    $
    (69,028
    )
    
    $
    (14,072
    )
    
    $
    41,377Amount allocated to participating securities
    
    
    637
    
    
    
    (329
    )
    
    
    (934
    )Income (loss) from continuing operations attributable to common shareholders, net of amount allocated to participating securities
    
    
    (68,391
    )
    
    $
    (14,401
    )
    
    $
    40,443Income from discontinued operations, including gain on sale, attributable to common shareholders
    
    
    18,228
    
    
    
    85,045
    
    
    
    107,080Net income (loss) attributable to common shareholders, as adjusted  basic
    
    $
    (50,163
    )
    
    $
    70,644
    
    
    $
    147,523Income from continuing operations attributable to common shareholders, as adjusted  per share
    
    $
    (1.09
    )
    
    $
    (0.26
    )
    
    $
    0.70Income from discontinued operations, including gain on sale, attributable to common shareholders  per share
    
    
    0.29
    
    
    
    1.54
    
    
    
    1.84Net income (loss) attributable to common shareholders, as adjusted  per share
    
    $
    (0.80
    )
    
    $
    1.28
    
    
    $
    2.54Weighted average number of common shares outstanding
    
    
    62,359
    
    
    
    55,272
    
    
    
    58,135Diluted earnings per share calculationIncome (loss) from continuing operations attributable to common shareholders, net of amount allocated to participating securities
    
    $
    (68,391
    )
    
    $
    (14,401
    )
    
    $
    40,443Income allocated to common units
    
    
    
    
    
    
    
    
    
    
    27Income (loss) from continuing operations attributable to common shareholders, as adjusted
    
    
    (68,391
    )
    
    
    (14,401
    )
    
    
    40,470Income from discontinued operations, including gain on sale, attributable to common shareholders
    
    
    18,228
    
    
    
    85,045
    
    
    
    107,080Net income (loss) attributable to common shareholders, as adjusted
    
    $
    (50,163
    )
    
    $
    70,644
    
    
    $
    147,550Income from continuing operations attributable to common shareholders, as adjusted  per share
    
    $
    (1.09
    )
    
    $
    (0.26
    )
    
    $
    0.68Income from discontinued operations, including gain on sale, attributable to common shareholders  per share
    
    
    0.29
    
    
    
    1.54
    
    
    
    1.82Net income (loss) attributable to common shareholders, as adjusted  per share
    
    $
    (0.80
    )
    
    $
    1.28
    
    
    $
    2.50Weighted average common shares outstanding
    
    
    62,359
    
    
    
    55,272
    
    
    
    58,135Incremental shares issuable from assumed conversion of:Common share options and share awards granted
    
    
    
    
    
    
    
    
    
    
    482Common units
    
    
    
    
    
    
    
    
    
    
    508Weighted average common shares outstanding, as adjusted
    
    
    62,359
    
    
    
    55,272
    
    
    
    59,125
     F-14




---



##### Table of Contents



4. Operating Partnerships
     5. Income Taxes
   F-15




---



##### Table of Contents



Year Ended December 31,(in thousands)
    
    2009
    
    
    2008
    
    
    2007Net income (loss)
    
    $
    (44,203
    )
    
    $
    82,025
    
    
    $
    173,703Less (income) loss attributable to noncontrolling interests
    
    
    403
    
    
    
    (4,052
    )
    
    
    (18,246
    )Less income allocated to perpetual preferred units
    
    
    (7,000
    )
    
    
    (7,000
    )
    
    
    (7,000
    )Net income (loss) attributable to common shareholders
    
    
    (50,800
    )
    
    
    70,973
    
    
    
    148,457Net (income) loss of taxable REIT subsidiaries included above
    
    
    25,124
    
    
    
    9,239
    
    
    
    (3,449
    )Net income (loss) from REIT operations
    
    
    (25,676
    )
    
    
    80,212
    
    
    
    145,008Book depreciation and amortization, including discontinued operations
    
    
    178,607
    
    
    
    175,162
    
    
    
    164,978Tax depreciation and amortization
    
    
    (164,639
    )
    
    
    (164,327
    )
    
    
    (155,173
    )Book/tax difference on gains/losses from capital transactions
    
    
    (7,059
    )
    
    
    826
    
    
    
    (25,985
    )Book/tax difference on impairment associated with land development
activities
    
    
    62,397
    
    
    
    51,323
    
    
    
    1,447Book/tax difference on merger costs
    
    
    (52
    )
    
    
    (68
    )
    
    
    (234
    )Other book/tax differences, net
    
    
    (24,136
    )
    
    
    (15,342
    )
    
    
    7,843REIT taxable income
    
    
    19,442
    
    
    
    127,786
    
    
    
    137,884Dividends paid deduction
    
    
    (128,507
    )
    
    
    (151,346
    )
    
    
    (144,604
    )Dividends paid in excess of taxable income
    
    $
    (109,065
    )
    
    $
    (23,560
    )
    
    $
    (6,720
    )
  Year Ended December 31,2009
    
    
    2008
    
    
    2007Common Share DistributionsOrdinary income
    
    $
    1.74
    
    
    $
    1.34
    
    
    $
    1.20Long-term capital gain
    
    
    0.25
    
    
    
    0.91
    
    
    
    1.18Unrecaptured Sec. 1250 gain
    
    
    0.06
    
    
    
    0.55
    
    
    
    0.38Total
    
    $
    2.05
    
    
    $
    2.80
    
    
    $
    2.76Percentage of distributions representing tax preference items
    
    
    3.94
    %
    
    
    5.59
    %
    
    
    7.15
    %
   Income Tax Expense  Current.
 Income Tax Expense  Deferred.
  F-16




---



##### Table of Contents



6. Property Acquisitions, Dispositions, Assets Held for Sale, and Impairments
 Acquisitions.
 Discontinued Operations.
  Year Ended December 31,(in thousands)
    
    2009
    
    
    2008
    
    
    2007Property revenues
    
    $
    2,408
    
    
    $
    15,857
    
    
    $
    41,693Property expenses
    
    
    1,067
    
    
    
    7,782
    
    
    
    20,1821,341
    
    
    
    8,075
    
    
    
    21,511Interest
    
    
    
    
    
    
    466
    
    
    
    998Depreciation and amortization
    
    
    
    
    
    
    2,762
    
    
    
    6,955Income from discontinued operations
    
    $
    1,341
    
    
    $
    4,847
    
    
    $
    13,558Gain on sale of discontinued operations
    
    $
    16,887
    
    
    $
    80,198
    
    
    $
    107,039
 Dispositions.
  Partial Sales and Dispositions to Joint Ventures included in Continuing Operations.
  Assets held for Sale.
 Impairment.
  F-17




---



##### Table of Contents



7. Investments in Joint Ventures
  2009
    
    
    2008Total assets
    
    $
    1,202.0
    
    
    $
    1,210.7Total third-party debt
    
    
    980.9
    
    
    
    984.2Total equity
    
    
    151.9
    
    
    
    145.0
 2009
    
    
    2008
    
    
    2007Total revenues
    
    $
    137.3
    
    
    $
    127.1
    
    
    $
    113.7Net income (loss)
    
    
    (18.0
    )
    
    
    (18.7
    )
    
    
    (3.7
    )Equity in income (loss) (1)
    
    
    0.7
    
    
    
    (1.3
    )
    
    
    1.5
 (1)
    
    Equity in income (loss) excludes our ownership interest in
transactions with our joint ventures.       F-18




---



##### Table of Contents



8. Notes Receivable
 Notes receivable  affiliates.
  Notes receivable  other.
 Notes receivable secured by common shares.
  F-19




---



##### Table of Contents



9. Notes Payable
  December 31,(in millions)
    
    2009
    
    
    2008Commercial BanksUnsecured line of credit and short-term borrowings
    
    $
    
    
    
    $
    145.0$500 million term loan, due 2012
    
    
    500.0
    
    
    
    500.0500.0
    
    
    
    645.0Senior unsecured notes$100.0 million 4.74% Notes, due 2009
    
    
    
    
    
    
    81.9$250.0 million 4.39% Notes, due 2010
    
    
    55.3
    
    
    
    150.4$100.0 million 6.75% Notes, due 2010
    
    
    57.8
    
    
    
    79.9$150.0 million 7.69% Notes, due 2011
    
    
    87.9
    
    
    
    149.8$200.0 million 5.93% Notes, due 2012
    
    
    189.4
    
    
    
    199.6$200.0 million 5.45% Notes, due 2013
    
    
    199.4
    
    
    
    199.3$250.0 million 5.08% Notes, due 2015
    
    
    249.0
    
    
    
    248.9$300.0 million 5.75% Notes, due 2017
    
    
    246.1
    
    
    
    246.01,084.9
    
    
    
    1,355.8Medium-term notes$15.0 million 7.63% Notes, due 2009
    
    
    
    
    
    
    15.0$25.0 million 4.64% Notes, due 2009
    
    
    
    
    
    
    25.2$10.0 million 4.90% Notes, due 2010
    
    
    10.2
    
    
    
    10.5$14.5 million 6.79% Notes, due 2010
    
    
    14.5
    
    
    
    14.5$35.0 million 4.99% Notes, due 2011
    
    
    36.3
    
    
    
    37.261.0
    
    
    
    102.4Total unsecured notes payable
    
    
    1,645.9
    
    
    
    2,103.2Secured notes1.09% - 6.00% Conventional Mortgage Notes, due 2011 - 2019
    
    
    937.8
    
    
    
    686.61.71% Tax-exempt Mortgage Note, due 2028
    
    
    41.5
    
    
    
    42.6979.3
    
    
    
    729.2Total notes payable
    
    $
    2,625.2
    
    
    $
    2,832.4Floating rate debt included in commercial bank indebtedness (0%)
    
    $
    
    
    
    $
    145.0Floating rate tax-exempt debt included in secured notes (1.71%)
    
    
    41.5
    
    
    
    42.6Floating rate debt included in secured notes (1.09% - 3.50%)
    
    
    186.9
    
    
    
    180.9Value of real estate assets, at cost, subject to secured notes
    
    
    1,487.1
    
    
    
    1,193.5
     F-20




---



##### Table of Contents



(in millions)
    
    
    
    
    
    Weighted AverageYear
    
    Amount
    
    
    Interest Rate2010
    
    $
    141.6
    
    
    
    5.7
    %2011
    
    
    153.2
    
    
    
    6.32012
    
    
    761.9
    
    
    
    5.42013
    
    
    227.2
    
    
    
    5.42014
    
    
    10.1
    
    
    
    6.02015 and thereafter
    
    
    1,331.2
    
    
    
    4.6Total
    
    $
    2,625.2
    
    
    
    5.1
    %
  10. Derivative Instruments & Hedging Activities
 Risk Management Objective of Using Derivatives.
 Cash Flow Hedges of Interest Rate Risk
  F-21




---



##### Table of Contents



Designated Hedges.
  Interest Rate Derivative
    
    Number of Instruments
    
    Notional AmountInterest Rate Swaps
    
    2
    
    $514.9 million
 Non-designated Hedges.
  Interest Rate Derivative
    
    Number of Instruments
    
    Notional AmountInterest Rate Cap
    
    1
    
    $175.0 million
  Fair Values of Derivative Instruments
 Asset Derivatives
    
    
    Liability Derivatives2009
    
    
    2008
    
    
    2009
    
    
    2008Balance
    
    
    
    
    
    
    Balance
    
    
    
    
    
    
    Balance
    
    
    
    
    
    
    BalanceSheet
    
    
    Fair
    
    
    Sheet
    
    
    Fair
    
    
    Sheet
    
    
    Fair
    
    
    Sheet
    
    
    FairLocation
    
    
    Value
    
    
    Location
    
    
    Value
    
    
    Location
    
    
    Value
    
    
    Location
    
    
    ValueDerivatives designated as hedging instrumentsInterest Rate Swaps
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other Liabilities
    
    $
    41.1
    
    
    Other Liabilities
    
    $
    51.1Derivatives not designated as hedging instrumentsInterest Rate Cap
    
    Other Assets
    
    
    $
    0.1
    
    
    Other Assets
    
    
    $
    0.1
  F-22




---



##### Table of Contents



Effect of Derivative Instruments
 Location of Gain or(Loss) Recognizedin Income onDerivativeAmount of Loss Recognized in
    
    
    Location of Loss
    
    
    Amount of (Gain) Loss
    
    
    (Ineffective PortionOther Comprehensive Income
    
    
    Reclassified from
    
    
    Reclassified from Accumulated
    
    
    and AmountDerivatives in Cash
    

(OCI) on Derivative
    
    
    Accumulated OCI
    
    
    OCI into Income (Effective
    
    
    Excluded fromFlow
    
    (Effective Portion)
    
    
    into Income
    
    
    Portion)
    
    
    EffectivenessHedging Relationships
    
    2009
    
    
    2008
    
    
    2007
    
    

(Effective
Portion)
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    Testing)Interest Rate Swaps
    
    $
    12.3
    
    
    $
    44.4
    
    
    $
    15.8
    
    
    Interest Expense
    
    $
    22.2
    
    
    $
    9.3
    
    
    $
    (0.3
    )
    
    Not applicable
 Derivatives Not
    
    Location of Gain
    
    
    Amount of Gain Recognized inDesignated as Hedging
    
    Recognized in Income
    
    
    Income on DerivativeInstruments
    
    on Derivative
    
    
    2009
    
    
    2008
    
    
    2007Interest Rate Cap
    
    Other income
    
    $
    
    
    
    $
    0.1
    
    
    $
    
 Credit-risk-related Contingent Features
   11. Share-Based Compensation and Benefit Plans
 Incentive Plan.
  F-23




---



##### Table of Contents



Options.
   Outstanding Options (1)
    
    

Exercisable Options (1)Range of
    
    
    
    
    
    Weighted
    
    
    
    
    
    
    Weighted
    
    
    RemainingExercise
    
    
    
    
    
    Average
    
    
    
    
    
    
    Average
    
    
    ContractualPrices
    
    Number
    
    
    Price
    
    
    Number
    
    
    Price
    
    
    Life$25.88-$41.91
    
    
    742,017
    
    
    $
    31.88
    
    
    
    252,508
    
    
    $
    35.40
    
    
    
    6.9$42.90-$44.00
    
    
    472,200
    
    
    
    43.23
    
    
    
    472,200
    
    
    
    43.23
    
    
    
    3.6$45.53-$73.32
    
    
    736,398
    
    
    
    49.60
    
    
    
    430,116
    
    
    
    50.72
    
    
    
    6.2Total options
    
    
    1,950,615
    
    
    $
    41.32
    
    
    
    1,154,824
    
    
    $
    44.31
    
    
    
    5.8
 (1)
    
    The aggregate intrinsic value of outstanding options and exercisable options at
December 31, 2009 are $7.8 million and $1.8 million, respectively. The aggregate intrinsic
values were both calculated as the excess, if any, between the Companys closing share
price of $42.37 per share on December 31, 2009 and the strike price of the underlying
award. Valuation Assumptions.
  Year EndedDecember 31,2009
    
    
    2008
    
    
    2007Expected volatility
    
    
    33.0
    %
    
    
    20.5
    %
    
    
    17.1
    %Risk-free interest rate
    
    
    2.6
    %
    
    
    3.6
    %
    
    
    4.6
    %Expected dividend yield
    
    
    9.3
    %
    
    
    5.8
    %
    
    
    3.7
    %Expected life (in years)
    
    
    7
    
    
    
    7
    
    
    
    6
  Share Awards and Vesting.
   F-24




---



##### Table of Contents



Options and Share AwardsSharesAvailable
    
    
    
    
    
    
    Weighted
    
    
    
    
    
    
    Weighted
    
    
    
    
    
    
    Weightedfor
    
    
    
    
    
    
    Average
    
    
    
    
    
    
    Average
    
    
    
    
    
    
    AverageIssuance
    
    
    2009
    
    
    2009 Price
    
    
    2008
    
    
    2008 Price
    
    
    2007
    
    
    2007 PriceBalance at January 1
    
    
    2,370,310
    
    
    
    4,125,312
    
    
    $
    41.37
    
    
    
    3,507,947
    
    
    $
    39.99
    
    
    
    3,452,711
    
    
    $
    38.25OptionsGranted
    
    
    (489,509
    )
    
    
    489,509
    
    
    
    30.06
    
    
    
    444,264
    
    
    
    48.02
    
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    (18,521
    )
    
    
    33.45
    
    
    
    (44,950
    )
    
    
    38.21
    
    
    
    (123,708
    )
    
    
    37.62Forfeited
    
    
    23,058
    
    
    
    (33,303
    )
    
    
    43.37
    
    
    
    (12,954
    )
    
    
    48.02
    
    
    
    (9,822
    )
    
    
    35.72Net options
    
    
    (466,451
    )
    
    
    437,685
    
    
    
    
    
    
    
    386,360
    
    
    
    
    
    
    
    (133,530
    )Share awardsGranted
    
    
    (329,018
    )
    
    
    329,018
    
    
    
    30.11
    
    
    
    267,450
    
    
    
    48.23
    
    
    
    253,836
    
    
    
    77.22Forfeited
    
    
    65,258
    
    
    
    (65,258
    )
    
    
    51.06
    
    
    
    (36,445
    )
    
    
    58.10
    
    
    
    (65,070
    )
    
    
    64.49Net share awards
    
    
    (263,760
    )
    
    
    263,760
    
    
    
    
    
    
    
    231,005
    
    
    
    
    
    
    
    188,766Balance at December 31
    
    
    1,640,099
    
    
    
    4,826,757
    
    
    $
    39.00
    
    
    
    4,125,312
    
    
    $
    41.37
    
    
    
    3,507,947
    
    
    $
    39.99Exercisable options at December 31
    
    
    
    
    
    
    1,154,824
    
    
    $
    44.31
    
    
    
    1,105,217
    
    
    $
    43.76
    
    
    
    1,083,501
    
    
    $
    43.42Vested share awards at December 31
    
    
    
    
    
    
    2,180,829
    
    
    $
    37.49
    
    
    
    1,991,937
    
    
    $
    36.16
    
    
    
    1,836,045
    
    
    $
    34.28
 Employee Share Purchase Plan (ESPP).
 2009
    
    
    2008
    
    
    2007Shares purchased
    
    
    34,649
    
    
    
    25,939
    
    
    
    20,534Weighted average fair value of shares purchased
    
    $
    35.68
    
    
    $
    37.81
    
    
    $
    59.98Expense recorded (in millions)
    
    $
    0.4
    
    
    $
    0.1
    
    
    $
    0.2
  Rabbi Trust.
   F-25




---



##### Table of Contents



Non-Qualified Deferred Compensation Plan.
 4 01(k) Savings Plan.
 12. Fair Value Measurements
   F-26




---



##### Table of Contents



Assets
and Liabilities Measured at Fair Value on a Recurring Basis at
December 31, 2009 
(in millions)
 Quoted Prices in
    
    
    SignificantActive Markets
    
    
    Other
    
    
    Significant
    
    
    Balance atfor Identical
    
    
    Observable
    
    
    Unobservable
    
    
    December 31,Assets (Level 1)
    
    
    Inputs (Level 2)
    
    
    Inputs (Level 3)
    
    
    2009AssetsDeferred compensation plan investments
    
    $
    49.7
    
    
    $
    
    
    
    $
    
    
    
    $
    49.7Derivative financial instruments
    
    
    
    
    
    
    0.1
    
    
    
    
    
    
    
    0.1LiabilitiesDerivative financial instruments
    
    $
    
    
    
    $
    41.1
    
    
    $
    
    
    
    $
    41.1
 Deferred compensation plan investments.
 Derivative financial instruments.
   F-27




---



##### Table of Contents



Assets
Measured at Fair Value on a Non-Recurring Basis at December 31,
2009 (in millions)
 Quoted Prices in
    
    
    SignificantActive Markets
    
    
    Other
    
    
    Significant
    
    
    Balance atfor Identical
    
    
    Observable
    
    
    Unobservable
    
    
    December 31,Assets (Level 1)
    
    
    Inputs (Level 2)
    
    
    Inputs (Level 3)
    
    
    2009AssetsProperties under development, including land
    
    $
    
    
    
    $
    
    
    
    $
    37.7
    
    
    $
    37.7Investments in joint ventures
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
  Other Fair Value Disclosures.
  December 31, 2009
    
    
    December 31, 2008Carrying
    
    
    Estimated
    
    
    Carrying
    
    
    EstimatedValue
    
    
    Fair Value
    
    
    Value
    
    
    Fair ValueNotes receivable  affiliates
    
    $
    45.8
    
    
    $
    46.1
    
    
    $
    58.1
    
    
    $
    58.1Fixed rate notes payable (1)
    
    
    2,396.8
    
    
    
    2,380.9
    
    
    
    2,467.3
    
    
    
    2,163.8Floating rate notes payable (2)
    
    
    228.4
    
    
    
    189.4
    
    
    
    365.1
    
    
    
    359.0
 (1)
    
    Includes a $500 million term loan entered into in 2007 and $14.9 million of a
construction loan entered into in 2008 which are effectively fixed by the use of
interest rate swaps.(2)
    
    Includes balances outstanding under our unsecured line of credit.  F-28




---



##### Table of Contents



13. Net Change in Operating Accounts
  Year Ended December 31,(in thousands)
    
    2009
    
    
    2008
    
    
    2007Decrease (increase) in assets:Other assets, net
    
    $
    10,808
    
    
    $
    (4,350
    )
    
    $
    9,956Increase (decrease) in liabilities:Accounts payable and accrued expenses
    
    
    (10,511
    )
    
    
    (568
    )
    
    
    (19,657
    )Accrued real estate taxes
    
    
    (64
    )
    
    
    486
    
    
    
    1,855Other liabilities
    
    
    (172
    )
    
    
    1,406
    
    
    
    (5,267
    )Change in operating accounts
    
    $
    61
    
    
    $
    (3,026
    )
    
    $
    (13,113
    )
 14. Commitments and Contingencies
 Construction Contracts.
 Litigation
  Other Contingencies.
 Lease Commitments.
  F-29




---



##### Table of Contents



Investments in Joint Ventures.
  Employment Agreements.
 15. Postretirement Benefits
   F-30




---



##### Table of Contents



(in thousands)
    
    2009
    
    
    2008Postretirement benefit obligation, beginning of year
    
    $
    2,978
    
    
    $
    3,162Interest cost
    
    
    181
    
    
    
    182Actuarial gain (1)
    
    
    
    
    
    
    (160
    )Benefits paid
    
    
    (210
    )
    
    
    (206
    )Accumulated postretirement benefit obligation, end of year
    
    $
    2,949
    
    
    $
    2,978
 (1)
    
    Included in other comprehensive income in our Consolidated Statements of Income and
Comprehensive Income.   (in thousands)
    
    Estimated BenefitYear Beginning January 1
    
    Payment2010
    
    $
    2162011
    
    
    2152012
    
    
    2202013
    
    
    2242014
    
    
    2292015-2019
    
    
    1,213Total
    
    $
    2,317
   16. Noncontrolling Interests
  2009
    
    
    2008
    
    
    2007Net income (loss) attributable to common shareholders
    
    $
    (50,800
    )
    
    $
    70,973
    
    
    $
    148,457Transfers from the noncontrolling interests:Increase in equity for conversion of operating partnership units
    
    
    3,761
    
    
    
    15,553
    
    
    
    11,476Increase in equity from purchase of noncontrolling interests
    
    
    647
    
    
    
    
    
    
    
    Change in common equity and net transfers from
noncontrolling interests
    
    $
    (46,392
    )
    
    $
    86,526
    
    
    $
    159,933
  F-31




---



##### Table of Contents



17. Quarterly Financial Data (unaudited)
  (in thousands, except per share amounts)
    
    First
    
    
    Second
    
    
    Third
    
    
    Fourth
    
    
    Total(a)2009:Revenues
    
    $
    157,032
    
    
    $
    157,457
    
    
    $
    156,374
    
    
    $
    153,063
    
    
    $
    623,926Net income attributable to common
shareholders
    
    
    6,234
    
    
    
    18,315
    
    
    
    3,937
    
    
    
    (79,286
    )
    
    
    (50,800
    )Net income attributable to common
shareholders
per share  basic
    
    
    0.11
    
    
    
    0.30
    
    
    
    0.06
    
    
    
    (1.19)
    (c)
    
    
    (0.80
    )Net income attributable to common
shareholders
per share  diluted
    
    
    0.11
    
    
    
    0.30
    
    
    
    0.06
    
    
    
    (1.19)
    (c)
    
    
    (0.80
    )2008:Revenues
    
    $
    151,464
    
    
    $
    155,527
    
    
    $
    159,383
    
    
    $
    157,642
    
    
    $
    624,016Net income attributable to common
shareholders
    
    
    14,915
    
    
    
    17,294
    
    
    
    73,673
    
    
    
    (34,909
    )
    
    
    70,973Net income attributable to common
shareholders
per share  basic
    
    
    0.27
    
    
    
    0.31
    
    
    
    1.32
    (b)
    
    
    (0.63)
    (d)
    
    
    1.28Net income attributable to common
shareholders
per share  diluted
    
    
    0.27
    
    
    
    0.31
    
    
    
    1.30
    (b)
    
    
    (0.63)
    (d)
    
    
    1.28
 (a)
    
    Net income per share is computed independently for each of the quarters
presented. Therefore, the sum of quarterly net income per share amounts may not equal
the total computed for the year.(b)
    
    Includes a $65,599, or $1.18 basic and $1.17 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.(d)
    
    Includes a $51,323, or $0.93 for both basic and diluted per share, impact
related to the impairment associated with land development activities.  F-32




---



##### Table of Contents










Camden Property Trust
Real Estate and Accumulated Depreciation  As of December 31, 2009
(in thousands)


Initial Cost
    
    
    
    
    
    
    Total CostBuilding/
    
    
    
    
    
    
    
    
    
    
    Building/
    
    
    
    
    
    
    
    
    
    
    Total Cost,Construction in
    
    
    Cost Subsequent
    
    
    
    
    
    
    Construction
    
    
    
    
    
    
    
    
    
    
    Net of
    
    
    
    
    
    
    Year ofProgress &
    
    
    to Acquisition/
    
    
    
    
    
    
    in Progress &
    
    
    
    
    
    
    Accumulated
    
    
    Accumulated
    
    
    
    
    
    
    Completion/Land
    
    
    Improvements
    
    
    Construction
    
    
    Land
    
    
    Improvements
    
    
    Total
    
    
    Depreciation
    
    
    Depreciation
    
    
    Encumbrances
    
    
    AcquisitionCurrent communities:Camden Ashburn Farm
    
    
    4,835
    
    
    
    22,604
    
    
    
    505
    
    
    
    4,835
    
    
    
    23,109
    
    
    
    27,944
    
    
    
    3,623
    
    
    
    24,321
    
    
    
    
    
    
    
    2005Camden Aventura
    
    
    12,185
    
    
    
    47,616
    
    
    
    1,778
    
    
    
    12,185
    
    
    
    49,394
    
    
    
    61,579
    
    
    
    7,517
    
    
    
    54,062
    
    
    
    35,863
    
    
    
    2005Camden Ballantyne
    
    
    4,503
    
    
    
    30,250
    
    
    
    894
    
    
    
    4,503
    
    
    
    31,144
    
    
    
    35,647
    
    
    
    4,854
    
    
    
    30,793
    
    
    
    26,025
    
    
    
    2005Camden Bay
    
    
    7,450
    
    
    
    63,283
    
    
    
    3,444
    
    
    
    7,450
    
    
    
    66,727
    
    
    
    74,177
    
    
    
    17,782
    
    
    
    56,395
    
    
    
    
    
    
    
    1998/2002Camden Bay Pointe
    
    
    1,296
    
    
    
    10,394
    
    
    
    4,744
    
    
    
    1,296
    
    
    
    15,138
    
    
    
    16,434
    
    
    
    8,829
    
    
    
    7,605
    
    
    
    
    
    
    
    1997Camden Bayside
    
    
    3,726
    
    
    
    28,689
    
    
    
    9,430
    
    
    
    3,726
    
    
    
    38,119
    
    
    
    41,845
    
    
    
    19,486
    
    
    
    22,359
    
    
    
    
    
    
    
    1997Camden Baytown
    
    
    520
    
    
    
    13,071
    
    
    
    1,242
    
    
    
    520
    
    
    
    14,313
    
    
    
    14,833
    
    
    
    5,286
    
    
    
    9,547
    
    
    
    
    
    
    
    1999Camden Bel Air
    
    
    3,594
    
    
    
    31,221
    
    
    
    3,570
    
    
    
    3,594
    
    
    
    34,791
    
    
    
    38,385
    
    
    
    15,182
    
    
    
    23,203
    
    
    
    
    
    
    
    1998Camden Breakers
    
    
    1,055
    
    
    
    13,024
    
    
    
    2,992
    
    
    
    1,055
    
    
    
    16,016
    
    
    
    17,071
    
    
    
    6,967
    
    
    
    10,104
    
    
    
    
    
    
    
    1996Camden Breeze
    
    
    2,894
    
    
    
    15,828
    
    
    
    2,740
    
    
    
    2,894
    
    
    
    18,568
    
    
    
    21,462
    
    
    
    7,916
    
    
    
    13,546
    
    
    
    
    
    
    
    1998Camden Brickell
    
    
    14,621
    
    
    
    57,031
    
    
    
    1,779
    
    
    
    14,621
    
    
    
    58,810
    
    
    
    73,431
    
    
    
    9,532
    
    
    
    63,899
    
    
    
    
    
    
    
    2005Camden Brookwood
    
    
    7,174
    
    
    
    31,984
    
    
    
    813
    
    
    
    7,174
    
    
    
    32,797
    
    
    
    39,971
    
    
    
    5,533
    
    
    
    34,438
    
    
    
    22,624
    
    
    
    2005Camden Buckingham
    
    
    2,704
    
    
    
    21,251
    
    
    
    1,872
    
    
    
    2,704
    
    
    
    23,123
    
    
    
    25,827
    
    
    
    8,713
    
    
    
    17,114
    
    
    
    
    
    
    
    1997Camden Caley
    
    
    2,047
    
    
    
    17,445
    
    
    
    1,042
    
    
    
    2,047
    
    
    
    18,487
    
    
    
    20,534
    
    
    
    6,142
    
    
    
    14,392
    
    
    
    15,351
    
    
    
    2000Camden Canyon
    
    
    1,802
    
    
    
    11,666
    
    
    
    4,419
    
    
    
    1,802
    
    
    
    16,085
    
    
    
    17,887
    
    
    
    6,202
    
    
    
    11,685
    
    
    
    
    
    
    
    1998Camden Cedar Hills
    
    
    2,684
    
    
    
    20,931
    
    
    
    5
    
    
    
    2,684
    
    
    
    20,936
    
    
    
    23,620
    
    
    
    1,605
    
    
    
    22,015
    
    
    
    
    
    
    
    2008Camden Centennial
    
    
    3,123
    
    
    
    13,051
    
    
    
    2,378
    
    
    
    3,123
    
    
    
    15,429
    
    
    
    18,552
    
    
    
    6,393
    
    
    
    12,159
    
    
    
    
    
    
    
    1995Camden Centre
    
    
    172
    
    
    
    1,166
    
    
    
    189
    
    
    
    172
    
    
    
    1,355
    
    
    
    1,527
    
    
    
    607
    
    
    
    920
    
    
    
    
    
    
    
    1998Camden Centreport
    
    
    1,613
    
    
    
    12,644
    
    
    
    1,469
    
    
    
    1,613
    
    
    
    14,113
    
    
    
    15,726
    
    
    
    5,393
    
    
    
    10,333
    
    
    
    
    
    
    
    1997Camden Cimarron
    
    
    2,231
    
    
    
    14,092
    
    
    
    1,981
    
    
    
    2,231
    
    
    
    16,073
    
    
    
    18,304
    
    
    
    7,281
    
    
    
    11,023
    
    
    
    
    
    
    
    1997Camden Citrus Park
    
    
    1,144
    
    
    
    6,045
    
    
    
    2,914
    
    
    
    1,144
    
    
    
    8,959
    
    
    
    10,103
    
    
    
    5,243
    
    
    
    4,860
    
    
    
    
    
    
    
    1997Camden City Centre
    
    
    4,976
    
    
    
    45,318
    
    
    
    4
    
    
    
    4,976
    
    
    
    45,322
    
    
    
    50,298
    
    
    
    4,481
    
    
    
    45,817
    
    
    
    33,795
    
    
    
    2007Camden Clearbrook
    
    
    2,384
    
    
    
    44,017
    
    
    
    6
    
    
    
    2,384
    
    
    
    44,023
    
    
    
    46,407
    
    
    
    5,027
    
    
    
    41,380
    
    
    
    
    
    
    
    2007Camden Club
    
    
    4,453
    
    
    
    29,811
    
    
    
    5,392
    
    
    
    4,453
    
    
    
    35,203
    
    
    
    39,656
    
    
    
    17,540
    
    
    
    22,116
    
    
    
    
    
    
    
    1998Camden Commons
    
    
    2,476
    
    
    
    20,073
    
    
    
    3,870
    
    
    
    2,476
    
    
    
    23,943
    
    
    
    26,419
    
    
    
    12,009
    
    
    
    14,410
    
    
    
    
    
    
    
    1998Camden Copper Ridge
    
    
    1,204
    
    
    
    9,180
    
    
    
    3,989
    
    
    
    1,204
    
    
    
    13,169
    
    
    
    14,373
    
    
    
    8,054
    
    
    
    6,319
    
    
    
    
    
    
    
    1993Camden Copper Square
    
    
    4,825
    
    
    
    23,672
    
    
    
    1,341
    
    
    
    4,825
    
    
    
    25,013
    
    
    
    29,838
    
    
    
    8,412
    
    
    
    21,426
    
    
    
    
    
    
    
    2000Camden Cotton Mills
    
    
    4,246
    
    
    
    19,147
    
    
    
    1,242
    
    
    
    4,246
    
    
    
    20,389
    
    
    
    24,635
    
    
    
    3,357
    
    
    
    21,278
    
    
    
    
    
    
    
    2005Camden Cove
    
    
    1,382
    
    
    
    6,266
    
    
    
    1,163
    
    
    
    1,382
    
    
    
    7,429
    
    
    
    8,811
    
    
    
    3,549
    
    
    
    5,262
    
    
    
    
    
    
    
    1998Camden Creek
    
    
    1,494
    
    
    
    12,483
    
    
    
    4,840
    
    
    
    1,494
    
    
    
    17,323
    
    
    
    18,817
    
    
    
    11,507
    
    
    
    7,310
    
    
    
    
    
    
    
    1993Camden Crest
    
    
    4,412
    
    
    
    33,366
    
    
    
    1,025
    
    
    
    4,412
    
    
    
    34,391
    
    
    
    38,803
    
    
    
    5,405
    
    
    
    33,398
    
    
    
    
    
    
    
    2005Camden Crown Valley
    
    
    9,381
    
    
    
    54,210
    
    
    
    1,226
    
    
    
    9,381
    
    
    
    55,436
    
    
    
    64,817
    
    
    
    15,209
    
    
    
    49,608
    
    
    
    
    
    
    
    2001Camden Deerfield
    
    
    4,895
    
    
    
    21,922
    
    
    
    808
    
    
    
    4,895
    
    
    
    22,730
    
    
    
    27,625
    
    
    
    3,825
    
    
    
    23,800
    
    
    
    19,220
    
    
    
    2005Camden Del Mar
    
    
    4,404
    
    
    
    35,264
    
    
    
    12,844
    
    
    
    4,404
    
    
    
    48,108
    
    
    
    52,512
    
    
    
    18,519
    
    
    
    33,993
    
    
    
    
    
    
    
    1998Camden Dilworth
    
    
    516
    
    
    
    16,633
    
    
    
    4
    
    
    
    516
    
    
    
    16,637
    
    
    
    17,153
    
    
    
    2,323
    
    
    
    14,830
    
    
    
    13,073
    
    
    
    2006Camden Doral
    
    
    10,260
    
    
    
    40,416
    
    
    
    759
    
    
    
    10,260
    
    
    
    41,175
    
    
    
    51,435
    
    
    
    6,339
    
    
    
    45,096
    
    
    
    28,200
    
    
    
    2005Camden Doral Villas
    
    
    6,476
    
    
    
    25,543
    
    
    
    899
    
    
    
    6,476
    
    
    
    26,442
    
    
    
    32,918
    
    
    
    4,275
    
    
    
    28,643
    
    
    
    
    
    
    
    2005Camden Dunwoody
    
    
    5,290
    
    
    
    23,642
    
    
    
    1,045
    
    
    
    5,290
    
    
    
    24,687
    
    
    
    29,977
    
    
    
    3,964
    
    
    
    26,013
    
    
    
    21,168
    
    
    
    2005Camden Fair Lakes
    
    
    15,515
    
    
    
    104,223
    
    
    
    1,882
    
    
    
    15,515
    
    
    
    106,105
    
    
    
    121,620
    
    
    
    15,441
    
    
    
    106,179
    
    
    
    
    
    
    
    2005Camden Fairfax Corner
    
    
    8,484
    
    
    
    72,953
    
    
    
    31
    
    
    
    8,484
    
    
    
    72,984
    
    
    
    81,468
    
    
    
    9,787
    
    
    
    71,681
    
    
    
    
    
    
    
    2006Camden Fairview
    
    
    1,283
    
    
    
    7,223
    
    
    
    956
    
    
    
    1,283
    
    
    
    8,179
    
    
    
    9,462
    
    
    
    1,540
    
    
    
    7,922
    
    
    
    
    
    
    
    2005


S-1




---



##### Table of Contents



Camden Property Trust
Real Estate and Accumulated Depreciation  As of December 31, 2009
(in thousands)
 Initial Cost
    
    
    
    
    
    
    Total CostBuilding/
    
    
    
    
    
    
    
    
    
    
    Building/
    
    
    
    
    
    
    
    
    
    
    Total Cost,Construction in
    
    
    Cost Subsequent
    
    
    
    
    
    
    Construction
    
    
    
    
    
    
    
    
    
    
    Net of
    
    
    
    
    
    
    Year ofProgress &
    
    
    to Acquisition/
    
    
    
    
    
    
    in Progress &
    
    
    
    
    
    
    Accumulated
    
    
    Accumulated
    
    
    
    
    
    
    Completion/Land
    
    
    Improvements
    
    
    Construction
    
    
    Land
    
    
    Improvements
    
    
    Total
    
    
    Depreciation
    
    
    Depreciation
    
    
    Encumbrances
    
    
    AcquisitionCamden Fairways
    
    
    3,969
    
    
    
    15,543
    
    
    
    8,344
    
    
    
    3,969
    
    
    
    23,887
    
    
    
    27,856
    
    
    
    10,118
    
    
    
    17,738
    
    
    
    
    
    
    
    1998Camden Fallsgrove
    
    
    9,408
    
    
    
    43,647
    
    
    
    433
    
    
    
    9,408
    
    
    
    44,080
    
    
    
    53,488
    
    
    
    6,847
    
    
    
    46,641
    
    
    
    
    
    
    
    2005Camden Farmers Market
    
    
    17,341
    
    
    
    74,193
    
    
    
    2,218
    
    
    
    17,341
    
    
    
    76,411
    
    
    
    93,752
    
    
    
    20,074
    
    
    
    73,678
    
    
    
    50,711
    
    
    
    2001/2005Camden Forest
    
    
    970
    
    
    
    7,209
    
    
    
    1,989
    
    
    
    970
    
    
    
    9,198
    
    
    
    10,168
    
    
    
    4,860
    
    
    
    5,308
    
    
    
    
    
    
    
    1997Camden Foxcroft
    
    
    1,408
    
    
    
    7,919
    
    
    
    1,987
    
    
    
    1,408
    
    
    
    9,906
    
    
    
    11,314
    
    
    
    1,770
    
    
    
    9,544
    
    
    
    9,040
    
    
    
    2005Camden Gaines Ranch
    
    
    5,094
    
    
    
    37,100
    
    
    
    1,398
    
    
    
    5,094
    
    
    
    38,498
    
    
    
    43,592
    
    
    
    5,361
    
    
    
    38,231
    
    
    
    
    
    
    
    2005Camden Gardens
    
    
    1,500
    
    
    
    6,137
    
    
    
    2,475
    
    
    
    1,500
    
    
    
    8,612
    
    
    
    10,112
    
    
    
    5,349
    
    
    
    4,763
    
    
    
    
    
    
    
    1994Camden Glen Lakes
    
    
    2,157
    
    
    
    16,339
    
    
    
    12,617
    
    
    
    2,157
    
    
    
    28,956
    
    
    
    31,113
    
    
    
    19,299
    
    
    
    11,814
    
    
    
    
    
    
    
    1993Camden Governors Village
    
    
    3,669
    
    
    
    20,508
    
    
    
    955
    
    
    
    3,669
    
    
    
    21,463
    
    
    
    25,132
    
    
    
    3,580
    
    
    
    21,552
    
    
    
    13,004
    
    
    
    2005Camden Grand Parc
    
    
    7,688
    
    
    
    35,900
    
    
    
    557
    
    
    
    7,688
    
    
    
    36,457
    
    
    
    44,145
    
    
    
    5,533
    
    
    
    38,612
    
    
    
    
    
    
    
    2005Camden Grandview
    
    
    7,570
    
    
    
    33,859
    
    
    
    1,271
    
    
    
    7,570
    
    
    
    35,130
    
    
    
    42,700
    
    
    
    5,904
    
    
    
    36,796
    
    
    
    
    
    
    
    2005Camden Greenway
    
    
    16,916
    
    
    
    43,933
    
    
    
    3,260
    
    
    
    16,916
    
    
    
    47,193
    
    
    
    64,109
    
    
    
    16,856
    
    
    
    47,253
    
    
    
    52,359
    
    
    
    1999Camden Habersham
    
    
    1,004
    
    
    
    10,283
    
    
    
    2,446
    
    
    
    1,004
    
    
    
    12,729
    
    
    
    13,733
    
    
    
    7,064
    
    
    
    6,669
    
    
    
    
    
    
    
    1997Camden Harbor View
    
    
    16,079
    
    
    
    127,459
    
    
    
    1,251
    
    
    
    16,079
    
    
    
    128,710
    
    
    
    144,789
    
    
    
    25,573
    
    
    
    119,216
    
    
    
    92,716
    
    
    
    2003Camden Highlands Ridge
    
    
    2,612
    
    
    
    34,726
    
    
    
    2,776
    
    
    
    2,612
    
    
    
    37,502
    
    
    
    40,114
    
    
    
    12,893
    
    
    
    27,221
    
    
    
    
    
    
    
    1996Camden Hills
    
    
    853
    
    
    
    7,834
    
    
    
    1,181
    
    
    
    853
    
    
    
    9,015
    
    
    
    9,868
    
    
    
    4,120
    
    
    
    5,748
    
    
    
    
    
    
    
    1998Camden Hunters Creek
    
    
    4,156
    
    
    
    20,925
    
    
    
    808
    
    
    
    4,156
    
    
    
    21,733
    
    
    
    25,889
    
    
    
    3,561
    
    
    
    22,328
    
    
    
    
    
    
    
    2005Camden Huntingdon
    
    
    2,289
    
    
    
    17,393
    
    
    
    2,549
    
    
    
    2,289
    
    
    
    19,942
    
    
    
    22,231
    
    
    
    9,326
    
    
    
    12,905
    
    
    
    
    
    
    
    1995Camden Interlocken
    
    
    5,293
    
    
    
    31,612
    
    
    
    2,707
    
    
    
    5,293
    
    
    
    34,319
    
    
    
    39,612
    
    
    
    11,810
    
    
    
    27,802
    
    
    
    27,431
    
    
    
    1999Camden Lago Vista
    
    
    3,497
    
    
    
    29,623
    
    
    
    49
    
    
    
    3,497
    
    
    
    29,672
    
    
    
    33,169
    
    
    
    5,661
    
    
    
    27,508
    
    
    
    
    
    
    
    2005Camden Lake Pine
    
    
    5,746
    
    
    
    31,714
    
    
    
    1,299
    
    
    
    5,746
    
    
    
    33,013
    
    
    
    38,759
    
    
    
    5,574
    
    
    
    33,185
    
    
    
    26,212
    
    
    
    2005Camden Lakes
    
    
    3,106
    
    
    
    22,746
    
    
    
    7,776
    
    
    
    3,106
    
    
    
    30,522
    
    
    
    33,628
    
    
    
    18,337
    
    
    
    15,291
    
    
    
    
    
    
    
    1997Camden Lakeside
    
    
    1,171
    
    
    
    7,395
    
    
    
    3,103
    
    
    
    1,171
    
    
    
    10,498
    
    
    
    11,669
    
    
    
    5,869
    
    
    
    5,800
    
    
    
    
    
    
    
    1997Camden Lakeway
    
    
    3,915
    
    
    
    34,129
    
    
    
    3,075
    
    
    
    3,915
    
    
    
    37,204
    
    
    
    41,119
    
    
    
    14,078
    
    
    
    27,041
    
    
    
    29,267
    
    
    
    1997Camden Landings
    
    
    1,045
    
    
    
    6,434
    
    
    
    3,031
    
    
    
    1,045
    
    
    
    9,465
    
    
    
    10,510
    
    
    
    5,545
    
    
    
    4,965
    
    
    
    
    
    
    
    1997Camden Landsdowne
    
    
    15,502
    
    
    
    102,267
    
    
    
    1,285
    
    
    
    15,502
    
    
    
    103,552
    
    
    
    119,054
    
    
    
    16,251
    
    
    
    102,803
    
    
    
    
    
    
    
    2005Camden Largo Town Center
    
    
    8,411
    
    
    
    44,163
    
    
    
    945
    
    
    
    8,411
    
    
    
    45,108
    
    
    
    53,519
    
    
    
    6,547
    
    
    
    46,972
    
    
    
    
    
    
    
    2005Camden Las Olas
    
    
    12,395
    
    
    
    79,518
    
    
    
    870
    
    
    
    12,395
    
    
    
    80,388
    
    
    
    92,783
    
    
    
    12,849
    
    
    
    79,934
    
    
    
    
    
    
    
    2005Camden Laurel Ridge
    
    
    915
    
    
    
    4,338
    
    
    
    2,146
    
    
    
    915
    
    
    
    6,484
    
    
    
    7,399
    
    
    
    3,854
    
    
    
    3,545
    
    
    
    
    
    
    
    1994Camden Lee Vista
    
    
    4,350
    
    
    
    34,643
    
    
    
    2,390
    
    
    
    4,350
    
    
    
    37,033
    
    
    
    41,383
    
    
    
    11,228
    
    
    
    30,155
    
    
    
    
    
    
    
    2000Camden Legacy
    
    
    4,068
    
    
    
    26,612
    
    
    
    3,067
    
    
    
    4,068
    
    
    
    29,679
    
    
    
    33,747
    
    
    
    12,551
    
    
    
    21,196
    
    
    
    
    
    
    
    1998Camden Legacy Creek
    
    
    2,052
    
    
    
    12,896
    
    
    
    1,584
    
    
    
    2,052
    
    
    
    14,480
    
    
    
    16,532
    
    
    
    5,951
    
    
    
    10,581
    
    
    
    
    
    
    
    1997Camden Legacy Park
    
    
    2,560
    
    
    
    15,449
    
    
    
    1,902
    
    
    
    2,560
    
    
    
    17,351
    
    
    
    19,911
    
    
    
    6,898
    
    
    
    13,013
    
    
    
    13,866
    
    
    
    1997Camden Legends
    
    
    1,370
    
    
    
    6,382
    
    
    
    763
    
    
    
    1,370
    
    
    
    7,145
    
    
    
    8,515
    
    
    
    2,960
    
    
    
    5,555
    
    
    
    
    
    
    
    1998Camden Live Oaks
    
    
    6,428
    
    
    
    39,127
    
    
    
    10,522
    
    
    
    6,428
    
    
    
    49,649
    
    
    
    56,077
    
    
    
    22,045
    
    
    
    34,032
    
    
    
    
    
    
    
    1998Camden Manor Park
    
    
    2,535
    
    
    
    47,159
    
    
    
    10
    
    
    
    2,535
    
    
    
    47,169
    
    
    
    49,704
    
    
    
    7,020
    
    
    
    42,684
    
    
    
    29,675
    
    
    
    2006Camden Martinique
    
    
    28,401
    
    
    
    51,861
    
    
    
    9,103
    
    
    
    28,401
    
    
    
    60,964
    
    
    
    89,365
    
    
    
    22,490
    
    
    
    66,875
    
    
    
    41,490
    
    
    
    1998Camden Midtown
    
    
    4,583
    
    
    
    18,026
    
    
    
    1,903
    
    
    
    4,583
    
    
    
    19,929
    
    
    
    24,512
    
    
    
    7,207
    
    
    
    17,305
    
    
    
    28,058
    
    
    
    1999Camden Midtown Atlanta
    
    
    6,196
    
    
    
    33,828
    
    
    
    1,472
    
    
    
    6,196
    
    
    
    35,300
    
    
    
    41,496
    
    
    
    5,927
    
    
    
    35,569
    
    
    
    20,565
    
    
    
    2005Camden Miramar
    
    
    
    
    
    
    26,305
    
    
    
    4,524
    
    
    
    
    
    
    
    30,829
    
    
    
    30,829
    
    
    
    11,280
    
    
    
    19,549
    
    
    
    
    
    
    
    1994-2004Camden Monument Place
    
    
    9,030
    
    
    
    54,164
    
    
    
    8
    
    
    
    9,030
    
    
    
    54,172
    
    
    
    63,202
    
    
    
    5,106
    
    
    
    58,096
    
    
    
    
    
    
    
    2007Camden Oak Crest
    
    
    2,078
    
    
    
    20,941
    
    
    
    565
    
    
    
    2,078
    
    
    
    21,506
    
    
    
    23,584
    
    
    
    5,728
    
    
    
    17,856
    
    
    
    17,309
    
    
    
    2003Camden Oasis
    
    
    2,409
    
    
    
    13,745
    
    
    
    4,392
    
    
    
    2,409
    
    
    
    18,137
    
    
    
    20,546
    
    
    
    10,615
    
    
    
    9,931
    
    
    
    
    
    
    
    1993Camden Old Creek
    
    
    20,360
    
    
    
    71,777
    
    
    
    69
    
    
    
    20,360
    
    
    
    71,846
    
    
    
    92,206
    
    
    
    7,827
    
    
    
    84,379
    
    
    
    
    
    
    
    2007
 S-2




---



##### Table of Contents







Camden Property Trust
Real Estate and Accumulated Depreciation  As of December 31, 2009
(in thousands)


Initial Cost
    
    
    
    
    
    
    Total CostBuilding/
    
    
    
    
    
    
    
    
    
    
    Building/
    
    
    
    
    
    
    
    
    
    
    Total Cost,Construction in
    
    
    Cost Subsequent
    
    
    
    
    
    
    Construction
    
    
    
    
    
    
    
    
    
    
    Net of
    
    
    
    
    
    
    Year ofProgress &
    
    
    to Acquisition/
    
    
    
    
    
    
    in Progress &
    
    
    
    
    
    
    Accumulated
    
    
    Accumulated
    
    
    
    
    
    
    Completion/Land
    
    
    Improvements
    
    
    Construction
    
    
    Land
    
    
    Improvements
    
    
    Total
    
    
    Depreciation
    
    
    Depreciation
    
    
    Encumbrances
    
    
    AcquisitionCamden Orange Court
    
    
    5,319
    
    
    
    40,183
    
    
    
    3
    
    
    
    5,319
    
    
    
    40,186
    
    
    
    45,505
    
    
    
    2,886
    
    
    
    42,619
    
    
    
    
    
    
    
    2008Camden Overlook
    
    
    4,591
    
    
    
    25,563
    
    
    
    2,049
    
    
    
    4,591
    
    
    
    27,612
    
    
    
    32,203
    
    
    
    4,698
    
    
    
    27,505
    
    
    
    20,383
    
    
    
    2005Camden Palisades
    
    
    8,406
    
    
    
    31,497
    
    
    
    5,393
    
    
    
    8,406
    
    
    
    36,890
    
    
    
    45,296
    
    
    
    15,093
    
    
    
    30,203
    
    
    
    
    
    
    
    1998Camden Park Commons
    
    
    1,146
    
    
    
    11,311
    
    
    
    1,639
    
    
    
    1,146
    
    
    
    12,950
    
    
    
    14,096
    
    
    
    5,426
    
    
    
    8,670
    
    
    
    
    
    
    
    1997Camden Peachtree City
    
    
    6,536
    
    
    
    29,063
    
    
    
    1,118
    
    
    
    6,536
    
    
    
    30,181
    
    
    
    36,717
    
    
    
    5,156
    
    
    
    31,561
    
    
    
    
    
    
    
    2005Camden Pinehurst
    
    
    3,380
    
    
    
    14,807
    
    
    
    5,292
    
    
    
    3,380
    
    
    
    20,099
    
    
    
    23,479
    
    
    
    19,028
    
    
    
    4,451
    
    
    
    
    
    
    
    1997Camden Pinnacle
    
    
    1,640
    
    
    
    12,287
    
    
    
    2,099
    
    
    
    1,640
    
    
    
    14,386
    
    
    
    16,026
    
    
    
    6,023
    
    
    
    10,003
    
    
    
    
    
    
    
    1994Camden Plantation
    
    
    6,299
    
    
    
    77,964
    
    
    
    2,293
    
    
    
    6,299
    
    
    
    80,257
    
    
    
    86,556
    
    
    
    12,020
    
    
    
    74,536
    
    
    
    
    
    
    
    2005Camden Pointe
    
    
    2,058
    
    
    
    14,879
    
    
    
    1,814
    
    
    
    2,058
    
    
    
    16,693
    
    
    
    18,751
    
    
    
    6,618
    
    
    
    12,133
    
    
    
    
    
    
    
    1998Camden Portofino
    
    
    9,867
    
    
    
    38,702
    
    
    
    1,185
    
    
    
    9,867
    
    
    
    39,887
    
    
    
    49,754
    
    
    
    6,069
    
    
    
    43,685
    
    
    
    
    
    
    
    2005Camden Potomac Yards
    
    
    16,498
    
    
    
    88,275
    
    
    
    6
    
    
    
    16,498
    
    
    
    88,281
    
    
    
    104,779
    
    
    
    6,791
    
    
    
    97,988
    
    
    
    
    
    
    
    2008Camden Preserve
    
    
    1,206
    
    
    
    16,258
    
    
    
    1,967
    
    
    
    1,206
    
    
    
    18,225
    
    
    
    19,431
    
    
    
    7,538
    
    
    
    11,893
    
    
    
    
    
    
    
    1997Camden Providence Lakes
    
    
    2,020
    
    
    
    14,855
    
    
    
    4,188
    
    
    
    2,020
    
    
    
    19,043
    
    
    
    21,063
    
    
    
    4,913
    
    
    
    16,150
    
    
    
    
    
    
    
    2002Camden Renaissance
    
    
    4,144
    
    
    
    39,594
    
    
    
    2,838
    
    
    
    4,144
    
    
    
    42,432
    
    
    
    46,576
    
    
    
    13,449
    
    
    
    33,127
    
    
    
    
    
    
    
    1997Camden Reserve
    
    
    3,910
    
    
    
    20,027
    
    
    
    5,901
    
    
    
    3,910
    
    
    
    25,928
    
    
    
    29,838
    
    
    
    12,776
    
    
    
    17,062
    
    
    
    
    
    
    
    1997Camden Reunion Park
    
    
    3,302
    
    
    
    18,457
    
    
    
    910
    
    
    
    3,302
    
    
    
    19,367
    
    
    
    22,669
    
    
    
    3,281
    
    
    
    19,388
    
    
    
    19,961
    
    
    
    2005Camden Ridgecrest
    
    
    1,008
    
    
    
    12,720
    
    
    
    2,083
    
    
    
    1,008
    
    
    
    14,803
    
    
    
    15,811
    
    
    
    6,862
    
    
    
    8,949
    
    
    
    
    
    
    
    1995Camden River
    
    
    5,386
    
    
    
    24,025
    
    
    
    1,975
    
    
    
    5,386
    
    
    
    26,000
    
    
    
    31,386
    
    
    
    4,339
    
    
    
    27,047
    
    
    
    21,614
    
    
    
    2005Camden Roosevelt
    
    
    11,470
    
    
    
    45,785
    
    
    
    312
    
    
    
    11,470
    
    
    
    46,097
    
    
    
    57,567
    
    
    
    7,435
    
    
    
    50,132
    
    
    
    
    
    
    
    2005Camden Royal Oaks
    
    
    1,055
    
    
    
    20,008
    
    
    
    96
    
    
    
    1,055
    
    
    
    20,104
    
    
    
    21,159
    
    
    
    3,206
    
    
    
    17,953
    
    
    
    
    
    
    
    2006Camden Royal Palms
    
    
    2,147
    
    
    
    38,339
    
    
    
    454
    
    
    
    2,147
    
    
    
    38,793
    
    
    
    40,940
    
    
    
    3,379
    
    
    
    37,561
    
    
    
    
    
    
    
    2007Camden Russett
    
    
    13,460
    
    
    
    61,837
    
    
    
    1,237
    
    
    
    13,460
    
    
    
    63,074
    
    
    
    76,534
    
    
    
    9,648
    
    
    
    66,886
    
    
    
    45,063
    
    
    
    2005Camden San Paloma
    
    
    6,480
    
    
    
    23,045
    
    
    
    2,143
    
    
    
    6,480
    
    
    
    25,188
    
    
    
    31,668
    
    
    
    6,341
    
    
    
    25,327
    
    
    
    
    
    
    
    2002Camden Sea Palms
    
    
    4,336
    
    
    
    9,930
    
    
    
    1,886
    
    
    
    4,336
    
    
    
    11,816
    
    
    
    16,152
    
    
    
    4,763
    
    
    
    11,389
    
    
    
    
    
    
    
    1998Camden Sedgebrook
    
    
    5,266
    
    
    
    29,211
    
    
    
    802
    
    
    
    5,266
    
    
    
    30,013
    
    
    
    35,279
    
    
    
    4,961
    
    
    
    30,318
    
    
    
    21,306
    
    
    
    2005Camden Shiloh
    
    
    4,181
    
    
    
    18,798
    
    
    
    772
    
    
    
    4,181
    
    
    
    19,570
    
    
    
    23,751
    
    
    
    3,494
    
    
    
    20,257
    
    
    
    10,576
    
    
    
    2005Camden Sierra at Otay
    
    
    10,585
    
    
    
    49,781
    
    
    
    722
    
    
    
    10,585
    
    
    
    50,503
    
    
    
    61,088
    
    
    
    10,621
    
    
    
    50,467
    
    
    
    
    
    
    
    2003Camden Silo Creek
    
    
    9,707
    
    
    
    45,144
    
    
    
    378
    
    
    
    9,707
    
    
    
    45,522
    
    
    
    55,229
    
    
    
    7,011
    
    
    
    48,218
    
    
    
    
    
    
    
    2005Camden Simsbury
    
    
    1,152
    
    
    
    6,499
    
    
    
    314
    
    
    
    1,152
    
    
    
    6,813
    
    
    
    7,965
    
    
    
    1,110
    
    
    
    6,855
    
    
    
    
    
    
    
    2005Camden South End Square
    
    
    6,625
    
    
    
    29,175
    
    
    
    848
    
    
    
    6,625
    
    
    
    30,023
    
    
    
    36,648
    
    
    
    4,949
    
    
    
    31,699
    
    
    
    
    
    
    
    2005Camden Springs
    
    
    1,520
    
    
    
    8,300
    
    
    
    3,278
    
    
    
    1,520
    
    
    
    11,578
    
    
    
    13,098
    
    
    
    8,154
    
    
    
    4,944
    
    
    
    
    
    
    
    1994Camden St. Clair
    
    
    7,526
    
    
    
    27,486
    
    
    
    1,173
    
    
    
    7,526
    
    
    
    28,659
    
    
    
    36,185
    
    
    
    4,545
    
    
    
    31,640
    
    
    
    21,646
    
    
    
    2005Camden Steeplechase
    
    
    1,089
    
    
    
    5,190
    
    
    
    4,100
    
    
    
    1,089
    
    
    
    9,290
    
    
    
    10,379
    
    
    
    6,382
    
    
    
    3,997
    
    
    
    
    
    
    
    1994Camden Stockbridge
    
    
    5,071
    
    
    
    22,693
    
    
    
    817
    
    
    
    5,071
    
    
    
    23,510
    
    
    
    28,581
    
    
    
    4,162
    
    
    
    24,419
    
    
    
    14,332
    
    
    
    2005Camden Stonebridge
    
    
    1,016
    
    
    
    7,137
    
    
    
    2,150
    
    
    
    1,016
    
    
    
    9,287
    
    
    
    10,303
    
    
    
    4,826
    
    
    
    5,477
    
    
    
    
    
    
    
    1993Camden Stonecrest
    
    
    3,954
    
    
    
    22,021
    
    
    
    592
    
    
    
    3,954
    
    
    
    22,613
    
    
    
    26,567
    
    
    
    3,746
    
    
    
    22,821
    
    
    
    17,530
    
    
    
    2005Camden Stoneleigh
    
    
    3,498
    
    
    
    31,285
    
    
    
    966
    
    
    
    3,498
    
    
    
    32,251
    
    
    
    35,749
    
    
    
    3,932
    
    
    
    31,817
    
    
    
    
    
    
    
    2006Camden Summerfield
    
    
    14,659
    
    
    
    48,257
    
    
    
    
    
    
    
    14,659
    
    
    
    48,257
    
    
    
    62,916
    
    
    
    3,844
    
    
    
    59,072
    
    
    
    
    
    
    
    2008Camden Sweetwater
    
    
    4,395
    
    
    
    19,664
    
    
    
    1,000
    
    
    
    4,395
    
    
    
    20,664
    
    
    
    25,059
    
    
    
    3,603
    
    
    
    21,456
    
    
    
    
    
    
    
    2005Camden Touchstone
    
    
    1,203
    
    
    
    6,772
    
    
    
    1,672
    
    
    
    1,203
    
    
    
    8,444
    
    
    
    9,647
    
    
    
    1,617
    
    
    
    8,030
    
    
    
    
    
    
    
    2005Camden Tuscany
    
    
    3,330
    
    
    
    36,466
    
    
    
    452
    
    
    
    3,330
    
    
    
    36,918
    
    
    
    40,248
    
    
    
    7,598
    
    
    
    32,650
    
    
    
    
    
    
    
    2003Camden Valley Creek
    
    
    1,529
    
    
    
    9,543
    
    
    
    4,910
    
    
    
    1,529
    
    
    
    14,453
    
    
    
    15,982
    
    
    
    8,780
    
    
    
    7,202
    
    
    
    
    
    
    
    1994Camden Valley Park
    
    
    3,096
    
    
    
    14,667
    
    
    
    10,726
    
    
    
    3,096
    
    
    
    25,393
    
    
    
    28,489
    
    
    
    15,470
    
    
    
    13,019
    
    
    
    
    
    
    
    1994Camden Valley Ridge
    
    
    1,609
    
    
    
    9,814
    
    
    
    4,217
    
    
    
    1,609
    
    
    
    14,031
    
    
    
    15,640
    
    
    
    8,078
    
    
    
    7,562
    
    
    
    
    
    
    
    1994


S-3




---



##### Table of Contents



Camden Property Trust
Real Estate and Accumulated Depreciation  As of December 31, 2009
(in thousands)
 Initial Cost
    
    
    
    
    
    
    Total CostBuilding/
    
    
    
    
    
    
    
    
    
    
    Building/
    
    
    
    
    
    
    
    
    
    
    Total Cost,Construction in
    
    
    Cost Subsequent
    
    
    
    
    
    
    Construction
    
    
    
    
    
    
    
    
    
    
    Net of
    
    
    
    
    
    
    Year ofProgress &
    
    
    to Acquisition/
    
    
    
    
    
    
    in Progress &
    
    
    
    
    
    
    Accumulated
    
    
    Accumulated
    
    
    
    
    
    
    Completion/Land
    
    
    Improvements
    
    
    Construction
    
    
    Land
    
    
    Improvements
    
    
    Total
    
    
    Depreciation
    
    
    Depreciation
    
    
    Encumbrances
    
    
    AcquisitionCamden Valleybrook
    
    
    7,340
    
    
    
    39,139
    
    
    
    737
    
    
    
    7,340
    
    
    
    39,876
    
    
    
    47,216
    
    
    
    6,514
    
    
    
    40,702
    
    
    
    
    
    
    
    2005Camden Vanderbilt
    
    
    16,076
    
    
    
    44,918
    
    
    
    12,066
    
    
    
    16,076
    
    
    
    56,984
    
    
    
    73,060
    
    
    
    23,189
    
    
    
    49,871
    
    
    
    73,165
    
    
    
    1994/1997Camden Vineyards
    
    
    4,367
    
    
    
    28,494
    
    
    
    705
    
    
    
    4,367
    
    
    
    29,199
    
    
    
    33,566
    
    
    
    7,114
    
    
    
    26,452
    
    
    
    
    
    
    
    2002Camden Vintage
    
    
    3,641
    
    
    
    19,255
    
    
    
    3,675
    
    
    
    3,641
    
    
    
    22,930
    
    
    
    26,571
    
    
    
    10,450
    
    
    
    16,121
    
    
    
    
    
    
    
    1998Camden Vista Valley
    
    
    2,318
    
    
    
    17,014
    
    
    
    4,243
    
    
    
    2,318
    
    
    
    21,257
    
    
    
    23,575
    
    
    
    11,200
    
    
    
    12,375
    
    
    
    
    
    
    
    1998Camden Westshore
    
    
    1,734
    
    
    
    10,819
    
    
    
    5,000
    
    
    
    1,734
    
    
    
    15,819
    
    
    
    17,553
    
    
    
    7,861
    
    
    
    9,692
    
    
    
    
    
    
    
    1997Camden Westview
    
    
    1,031
    
    
    
    7,932
    
    
    
    3,231
    
    
    
    1,031
    
    
    
    11,163
    
    
    
    12,194
    
    
    
    7,065
    
    
    
    5,129
    
    
    
    
    
    
    
    1993Camden Westwind
    
    
    26,774
    
    
    
    68,260
    
    
    
    48
    
    
    
    26,774
    
    
    
    68,308
    
    
    
    95,082
    
    
    
    10,062
    
    
    
    85,020
    
    
    
    
    
    
    
    2006Camden Westwood
    
    
    4,567
    
    
    
    24,548
    
    
    
    899
    
    
    
    4,567
    
    
    
    25,447
    
    
    
    30,014
    
    
    
    4,271
    
    
    
    25,743
    
    
    
    19,907
    
    
    
    2005Camden Whispering Oaks
    
    
    1,188
    
    
    
    26,233
    
    
    
    4
    
    
    
    1,188
    
    
    
    26,237
    
    
    
    27,425
    
    
    
    1,893
    
    
    
    25,532
    
    
    
    
    
    
    
    2008Camden Woods
    
    
    2,693
    
    
    
    19,930
    
    
    
    6,566
    
    
    
    2,693
    
    
    
    26,496
    
    
    
    29,189
    
    
    
    13,562
    
    
    
    15,627
    
    
    
    
    
    
    
    1999Camden World Gateway
    
    
    5,785
    
    
    
    51,821
    
    
    
    1,124
    
    
    
    5,785
    
    
    
    52,945
    
    
    
    58,730
    
    
    
    7,433
    
    
    
    51,297
    
    
    
    
    
    
    
    2005Total Current communities:
    
    
    736,017
    
    
    
    4,092,086
    
    
    
    337,669
    
    
    
    736,017
    
    
    
    4,429,755
    
    
    
    5,165,772
    
    
    
    1,145,180
    
    
    
    4,020,592
    
    
    
    952,505
  S-4




---



##### Table of Contents



Camden Property Trust
Real Estate and Accumulated Depreciation  As of December 31, 2009
(in thousands)
 Initial Cost
    
    
    
    
    
    
    Total CostBuilding/
    
    
    
    
    
    
    
    
    
    
    Building/
    
    
    
    
    
    
    
    
    
    
    Total Cost,Construction in
    
    
    Cost Subsequent
    
    
    
    
    
    
    Construction
    
    
    
    
    
    
    
    
    
    
    Net of
    
    
    
    
    
    
    Year ofProgress &
    
    
    to Acquisition/
    
    
    
    
    
    
    in Progress &
    
    
    
    
    
    
    Accumulated
    
    
    Accumulated
    
    
    
    
    
    
    Completion/Land
    
    
    Improvements
    
    
    Construction
    
    
    Land
    
    
    Improvements
    
    
    Total
    
    
    Depreciation
    
    
    Depreciation
    
    
    Encumbrances
    
    
    AcquisitionLease-up & development communities:Camden Dulles Station
    
    
    10,807
    
    
    
    61,484
    
    
    
    4
    
    
    
    10,807
    
    
    
    61,488
    
    
    
    72,295
    
    
    
    3,628
    
    
    
    68,667
    
    
    
    
    
    
    
    2008Camden Travis Street
    
    
    1,780
    
    
    
    27,764
    
    
    
    
    
    
    
    1,780
    
    
    
    27,764
    
    
    
    29,544
    
    
    
    176
    
    
    
    29,368
    
    
    
    26,768
    
    
    
    2010Total Lease-up development
communities:
    
    
    12,587
    
    
    
    89,248
    
    
    
    4
    
    
    
    12,587
    
    
    
    89,252
    
    
    
    101,839
    
    
    
    3,804
    
    
    
    98,035
    
    
    
    26,768Development communities:5400 Lamar Acreage
    
    
    
    
    
    
    4,278
    
    
    
    
    
    
    
    
    
    
    
    4,278
    
    
    
    4,278
    
    
    
    
    
    
    
    4,278
    
    
    
    
    
    
    
    N/ACamden Amber Oaks Phase II
    
    
    
    
    
    
    1,793
    
    
    
    
    
    
    
    
    
    
    
    1,793
    
    
    
    1,793
    
    
    
    
    
    
    
    1,793
    
    
    
    
    
    
    
    N/ACamden Boca Raton
    
    
    
    
    
    
    4,565
    
    
    
    
    
    
    
    
    
    
    
    4,565
    
    
    
    4,565
    
    
    
    
    
    
    
    4,565
    
    
    
    
    
    
    
    N/ACamden Celebration
    
    
    
    
    
    
    16,576
    
    
    
    
    
    
    
    
    
    
    
    16,576
    
    
    
    16,576
    
    
    
    
    
    
    
    16,576
    
    
    
    
    
    
    
    N/ACamden City Centre II
    
    
    
    
    
    
    5,096
    
    
    
    
    
    
    
    
    
    
    
    5,096
    
    
    
    5,096
    
    
    
    
    
    
    
    5,096
    
    
    
    
    
    
    
    N/ACamden Countryway
    
    
    
    
    
    
    17,691
    
    
    
    
    
    
    
    
    
    
    
    17,691
    
    
    
    17,691
    
    
    
    1
    
    
    
    17,690
    
    
    
    
    
    
    
    N/ACamden Deer Springs
    
    
    
    
    
    
    4,194
    
    
    
    
    
    
    
    
    
    
    
    4,194
    
    
    
    4,194
    
    
    
    
    
    
    
    4,194
    
    
    
    
    
    
    
    N/ACamden Farmers Market Phase III/IV
    
    
    
    
    
    
    6,510
    
    
    
    
    
    
    
    
    
    
    
    6,510
    
    
    
    6,510
    
    
    
    1
    
    
    
    6,509
    
    
    
    
    
    
    
    N/ACamden Farmers Market Townhomes I/II
    
    
    
    
    
    
    2,078
    
    
    
    
    
    
    
    
    
    
    
    2,078
    
    
    
    2,078
    
    
    
    
    
    
    
    2,078
    
    
    
    
    
    
    
    N/ACamden Highlands
    
    
    
    
    
    
    6,934
    
    
    
    
    
    
    
    
    
    
    
    6,934
    
    
    
    6,934
    
    
    
    66
    
    
    
    6,868
    
    
    
    
    
    
    
    N/ACamden Lake Nona
    
    
    
    
    
    
    24,030
    
    
    
    
    
    
    
    
    
    
    
    24,030
    
    
    
    24,030
    
    
    
    
    
    
    
    24,030
    
    
    
    
    
    
    
    N/ACamden Lincoln Station
    
    
    
    
    
    
    4,653
    
    
    
    
    
    
    
    
    
    
    
    4,653
    
    
    
    4,653
    
    
    
    
    
    
    
    4,653
    
    
    
    
    
    
    
    N/ACamden McGowen Station
    
    
    
    
    
    
    6,063
    
    
    
    
    
    
    
    
    
    
    
    6,063
    
    
    
    6,063
    
    
    
    
    
    
    
    6,063
    
    
    
    
    
    
    
    N/ACamden Montague
    
    
    
    
    
    
    3,577
    
    
    
    
    
    
    
    
    
    
    
    3,577
    
    
    
    3,577
    
    
    
    2
    
    
    
    3,575
    
    
    
    
    
    
    
    N/ACamden NOMA
    
    
    
    
    
    
    27,017
    
    
    
    
    
    
    
    
    
    
    
    27,017
    
    
    
    27,017
    
    
    
    1
    
    
    
    27,016
    
    
    
    
    
    
    
    N/ACamden NOMA II
    
    
    
    
    
    
    17,331
    
    
    
    
    
    
    
    
    
    
    
    17,331
    
    
    
    17,331
    
    
    
    
    
    
    
    17,331
    
    
    
    
    
    
    
    N/ACamden Royal Oaks II
    
    
    
    
    
    
    4,267
    
    
    
    
    
    
    
    
    
    
    
    4,267
    
    
    
    4,267
    
    
    
    1
    
    
    
    4,266
    
    
    
    
    
    
    
    N/ACamden Selma & Vine
    
    
    
    
    
    
    17,291
    
    
    
    
    
    
    
    
    
    
    
    17,291
    
    
    
    17,291
    
    
    
    
    
    
    
    17,291
    
    
    
    
    
    
    
    N/ACamden South Capital
    
    
    
    
    
    
    9,090
    
    
    
    
    
    
    
    
    
    
    
    9,090
    
    
    
    9,090
    
    
    
    
    
    
    
    9,090
    
    
    
    
    
    
    
    N/ACamden Summerfield II
    
    
    
    
    
    
    4,582
    
    
    
    
    
    
    
    
    
    
    
    4,582
    
    
    
    4,582
    
    
    
    
    
    
    
    4,582
    
    
    
    
    
    
    
    N/ACamden Whispering Oaks II
    
    
    
    
    
    
    4,428
    
    
    
    
    
    
    
    
    
    
    
    4,428
    
    
    
    4,428
    
    
    
    
    
    
    
    4,428
    
    
    
    
    
    
    
    N/ATotal Development
communities:
    
    
    
    
    
    
    192,044
    
    
    
    
    
    
    
    
    
    
    
    192,044
    
    
    
    192,044
    
    
    
    72
    
    
    
    191,972
    
    
    
    Corporate
    
    
    
    
    
    
    1,971
    
    
    
    
    
    
    
    
    
    
    
    1,971
    
    
    
    1,971
    
    
    
    
    
    
    
    1,971
    
    
    
    TOTAL
    
    $
    748,604
    
    
    $
    4,375,349
    
    
    $
    337,673
    
    
    $
    748,604
    
    
    $
    4,713,022
    
    
    $
    5,461,626
    
    
    $
    1,149,056
    
    
    $
    4,312,570
    
    
    $
    979,273
  S-5




---



##### Table of Contents



Camden Property Trust
Real Estate and Accumulated Depreciation
As of December 31, 2009
(in thousands)
 The changes in total real estate assets for the years ended December 31:
 2009
    
    
    2008
    
    
    2007Balance, beginning of period
    
    $
    5,455,834
    
    
    $
    5,493,684
    
    
    $
    5,099,459Additions during period:Acquisition  Other
    
    
    
    
    
    
    
    
    
    
    83,290Development
    
    
    36,495
    
    
    
    122,088
    
    
    
    333,412Improvements
    
    
    35,377
    
    
    
    46,465
    
    
    
    89,698Classification from held for sale
    
    
    9,518
    
    
    
    15,783Deductions during period:Cost of real estate sold  Other
    
    
    (3,345
    )
    
    
    (52,183
    )
    
    
    (5,313
    )Impairment
    
    
    (72,253
    )
    
    
    (50,190
    )
    
    
    (1,447
    )Classification to held for sale
    
    
    
    
    
    
    (119,813
    )
    
    
    (105,415
    )Balance, end of period
    
    $
    5,461,626
    
    
    $
    5,455,834
    
    
    $
    5,493,684
 The changes in accumulated depreciation for the years ended December 31:
 2009
    
    
    2008
    
    
    2007Balance, Beginning of period
    
    $
    981,049
    
    
    $
    868,074
    
    
    $
    762,011Depreciation
    
    
    170,480
    
    
    
    168,006
    
    
    
    154,051Real Estate sold
    
    
    
    
    
    
    (1,845
    )
    
    
    Real Estate disposed
    
    
    (2,473
    )
    
    
    (3,053
    )
    
    
    (1,502
    )Transferred to held for sale
    
    
    
    
    
    
    (54,684
    )
    
    
    (46,486
    )Transferred from held for sale
    
    
    
    
    
    
    4,551
    
    
    
    Balance, end of period
    
    $
    1,149,056
    
    
    $
    981,049
    
    
    $
    868,074
 The aggregate cost for federal income tax purposes at December 31, 2009 was $4.6 billion.
  S-6




---



##### Table of Contents



CAMDEN PROPERTY TRUST
MORTGAGE LOANS ON REAL ESTATE
December 31, 2009
 ($ in thousands)
    
    
    
    
    
    
    
    
    
    
    
    
    
    Face amount of
    
    
    Carry amount ofDescription
    
    Interest rate
    
    
    Final maturity date
    
    
    Periodic payment terms
    
    
    mortgages
    
    
    mortgages (a)ApartmentsSecond MortgagesLos Angeles/Orange County, California
    
    
    12.00
    %
    
    June 2010
    
    Interest Only
    
    $
    20,847
    
    
    $
    20,847Houston, Texas
    
    
    10.00
    %
    
    June 2019
    
    Interest Only
    
    
    4,582
    
    
    
    4,582Washington DC Metro
    
    
    12.00
    %
    
    August 2010
    
    Interest Only
    
    
    9,509
    
    
    
    9,509Houston, Texas
    
    Libor + 3.00%
    
    April 2010
    
    Interest Only
    
    
    7,773
    
    
    
    7,773Undeveloped LandFirst MortgageHouston, Texas
    
    Libor + 3.00%
    
    July 2011
    
    Interest Only
    
    
    3,136
    
    
    
    3,136Total
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    45,847
    
    
    $
    45,847
 (a)
    
    The aggregate cost at December 31, 2009 for federal income tax purposes was approximately
$45,847.  2009
    
    
    2008
    
    
    2007Balance at beginning of year
    
    $
    66,819
    
    
    $
    61,923
    
    
    $
    45,333Additions:Advances under real estate loans
    
    
    7,870
    
    
    
    8,693
    
    
    
    17,590Deductions:Collections
    
    
    10,346
    
    
    
    3,797
    
    
    
    1,000Conversions to equity
    
    
    18,496
    
    
    
    
    
    
    
    Balance at end of year
    
    $
    45,847
    
    
    $
    66,819
    
    
    $
    61,923
  S-7