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ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Texas
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76-6088377
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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11 Greenway Plaza, Suite 2400
Houston, Texas
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77046
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Common Shares of Beneficial Interest, $.01 par value
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New York Stock Exchange
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Large accelerated filer
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ý
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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Emerging growth company
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¨
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Page
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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Item 16.
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•
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Strong economic growth leading to household formation and job growth, which in turn should support higher demand for our apartments; and
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•
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An attractive quality of life, which may lead to higher demand and retention for our apartments and allow us to more readily increase rents.
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•
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local conditions, such as an oversupply of apartments or other housing available for rent, or a reduction in demand for apartments in the area;
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•
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declines in the financial condition of our residents, which may make it more difficult for us to collect rents from some residents;
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•
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declines in market rental rates;
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•
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low mortgage interest rates and home pricing, making alternative housing more affordable;
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•
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government or builder incentives which enable home buyers to put little or no money down, making alternative housing options more attractive;
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•
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regional economic downturns, including, but not limited to, business layoffs, downsizing and increased unemployment, which may impact one or more of our geographical markets; and
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•
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increased operating costs, if these costs cannot be passed through to our residents.
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•
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inability to obtain, or delays in obtaining, necessary zoning, land-use, building, occupancy, and other required permits and authorizations;
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•
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increased materials and labor costs, problems with contractors or subcontractors, or other costs including those costs due to errors and omissions which occur in the design or construction process;
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•
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inability to obtain financing with favorable terms;
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•
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inability to complete construction and lease-up of a community on schedule;
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•
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forecasted occupancy and rental rates may differ from the actual results; and
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•
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the incurrence of costs related to the abandonment of development opportunities which we have pursued and subsequently deemed unfeasible.
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one of our wholly-owned subsidiaries is the general partner of the Funds and has unlimited liability for the third-party debts, obligations, and liabilities of the Funds pursuant to partnership law;
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•
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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;
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•
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while we have broad discretion to manage the Funds and make investment decisions on behalf of the Funds, the investors or the Funds' advisory boards must approve certain matters, and as a result we may be unable to make certain investments or implement certain decisions on behalf of the Funds which we consider beneficial;
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•
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our ability to dispose of all or a portion of our investments in the Funds is subject to significant restrictions; and
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we may be liable if the Funds fail to comply with various tax or other regulatory matters.
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we may not be able to successfully integrate acquired properties into our existing operations;
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•
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our estimates of the costs, if any, of repositioning or redeveloping the acquired property may prove inaccurate;
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•
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the expected occupancy, rental rates and operating expenses may differ from the actual results;
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•
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we may not be able to obtain adequate financing; and
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•
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we may not be able to identify suitable candidates on terms acceptable to us and may not achieve expected returns or other benefits as a result of integration challenges, such as personnel and technology.
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•
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we would be subject to federal income tax on our taxable income at regular corporate rates including, for taxable years ended before January 1, 2019, any applicable alternative minimum tax;
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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 income, including any distributions to shareholders, as we would be required to pay significant income taxes for the year or years involved; and
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•
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our ability to expand our business and raise capital would be impaired, which may adversely affect the value of our common shares.
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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;
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our vulnerability to general adverse economic and industry conditions is increased; and
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our flexibility in planning for, or reacting to, changes in business and industry conditions is limited.
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delay in resident lease commencements;
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decline in occupancy;
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failure of residents to make rental payments when due;
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the attractiveness of our properties to residents and potential residents;
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our ability to adequately manage and maintain our communities;
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competition from other available apartments and housing alternatives;
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changes in market rents; and
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increases in operating expenses.
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operating results which vary from the expectations of securities analysts and investors;
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investor interest in our property portfolio;
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the reputation and performance of REITs;
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the attractiveness of REITs as compared to other investment vehicles;
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the results of our financial condition and operations;
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the perception of our growth and earnings potential;
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minimum dividend requirements;
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increases in market interest rates, which may lead purchasers of our common shares to demand a higher yield; and
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changes in financial markets and national and regional economic and general market conditions.
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OPERATING PROPERTIES
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Property and Location
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Year Placed
in Service
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Average Apartment
Size (Sq. Ft.)
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Number of
Apartments
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2018 Average
Occupancy (1) |
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2018 Average
Monthly Rental Rate per Apartment (2) |
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ARIZONA
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Phoenix/Scottsdale
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Camden Chandler
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2016
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1,146
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380
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94.9
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%
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$
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1,372
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Camden Copper Square
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2000
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786
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332
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94.9
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1,155
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Camden Foothills
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2014
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1,032
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220
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95.7
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1,605
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Camden Hayden
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2015
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1,043
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234
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94.5
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1,476
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Camden Legacy
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1996
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1,067
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428
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96.3
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1,270
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Camden Montierra
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1999
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1,071
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249
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97.1
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1,332
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Camden Pecos Ranch
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2001
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924
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272
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95.6
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1,117
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Camden San Marcos
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1995
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984
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320
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96.7
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1,240
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Camden San Paloma
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1993/1994
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1,042
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324
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97.0
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1,256
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Camden Sotelo
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2008/2012
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1,303
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170
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95.3
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1,513
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CALIFORNIA
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Los Angeles/Orange County
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Camden Crown Valley
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2001
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1,009
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380
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96.1
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2,058
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Camden Glendale
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2015
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882
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303
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94.4
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2,273
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Camden Harbor View
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2004
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981
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546
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95.6
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2,607
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Camden Main and Jamboree
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2008
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1,011
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290
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95.2
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2,110
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Camden Martinique
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1986
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795
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714
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95.6
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1,776
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Camden Sea Palms
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1990
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891
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138
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94.3
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2,110
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The Camden
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2016
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768
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287
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94.8
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3,184
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San Diego/Inland Empire
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Camden Landmark
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2006
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982
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469
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95.3
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1,622
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Camden Old Creek
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2007
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1,037
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350
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95.1
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2,134
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Camden Sierra at Otay Ranch
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2003
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962
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422
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95.6
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1,957
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Camden Tuscany
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2003
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896
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|
160
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|
95.7
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|
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2,607
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Camden Vineyards
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2002
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1,053
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|
264
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|
95.4
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|
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1,718
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COLORADO
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Denver
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Camden Belleview Station
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2009
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888
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270
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|
95.9
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|
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1,452
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Camden Caley
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2000
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925
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|
218
|
|
95.5
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|
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1,463
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Camden Denver West
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1997
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1,015
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|
320
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|
96.1
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|
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1,712
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Camden Flatirons
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2015
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|
960
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|
424
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95.8
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|
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1,596
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Camden Highlands Ridge
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1996
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1,149
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|
342
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93.2
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1,731
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Camden Interlocken
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1999
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|
1,010
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|
340
|
|
94.8
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|
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1,604
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Camden Lakeway
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1997
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932
|
|
451
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|
94.4
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|
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1,535
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Camden Lincoln Station
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2017
|
|
844
|
|
267
|
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95.0
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|
|
1,545
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WASHINGTON DC METRO
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Camden Ashburn Farm
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2000
|
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1,062
|
|
162
|
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96.1
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|
|
1,683
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Camden College Park
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2008
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942
|
|
508
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95.9
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|
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1,565
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OPERATING PROPERTIES
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Property and Location
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Year Placed
in Service
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|
Average Apartment
Size (Sq. Ft.)
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|
Number of
Apartments
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|
2018 Average
Occupancy (1) |
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2018 Average
Monthly Rental Rate per Apartment (2) |
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Camden Dulles Station
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2009
|
|
978
|
|
382
|
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96.6
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%
|
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$
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1,718
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|
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Camden Fair Lakes
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1999
|
|
1,056
|
|
530
|
|
96.8
|
|
|
1,807
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Camden Fairfax Corner
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2006
|
|
934
|
|
489
|
|
96.7
|
|
|
1,872
|
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Camden Fallsgrove
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|
2004
|
|
996
|
|
268
|
|
96.0
|
|
|
1,767
|
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Camden Grand Parc
|
|
2002
|
|
672
|
|
105
|
|
95.9
|
|
|
2,490
|
|
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Camden Lansdowne
|
|
2002
|
|
1,006
|
|
690
|
|
94.9
|
|
|
1,612
|
|
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Camden Largo Town Center
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|
2000/2007
|
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1,027
|
|
245
|
|
94.1
|
|
|
1,668
|
|
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Camden Monument Place
|
|
2007
|
|
856
|
|
368
|
|
96.7
|
|
|
1,597
|
|
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Camden NoMa
|
|
2014
|
|
770
|
|
321
|
|
95.7
|
|
|
2,217
|
|
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Camden NoMa II (3)
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|
2017
|
|
759
|
|
405
|
|
95.1
|
|
|
2,310
|
|
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Camden Potomac Yard (4)
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|
2008
|
|
835
|
|
378
|
|
94.5
|
|
|
1,980
|
|
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Camden Roosevelt
|
|
2003
|
|
856
|
|
198
|
|
93.3
|
|
|
2,788
|
|
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Camden Russett
|
|
2000
|
|
992
|
|
426
|
|
95.2
|
|
|
1,475
|
|
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Camden Shady Grove (5)
|
|
2018
|
|
877
|
|
457
|
|
Lease-Up
|
|
|
1,743
|
|
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Camden Silo Creek
|
|
2004
|
|
975
|
|
284
|
|
96.2
|
|
|
1,606
|
|
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Camden South Capitol (6)
|
|
2013
|
|
821
|
|
281
|
|
95.8
|
|
|
2,251
|
|
||
Camden Washingtonian (5)
|
|
2018
|
|
871
|
|
365
|
|
Lease-Up
|
|
|
1,764
|
|
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FLORIDA
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|
|
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Southeast Florida
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|
|
|
|
|
|
|
|
|
|
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Camden Aventura
|
|
1995
|
|
1,108
|
|
379
|
|
96.3
|
|
|
1,951
|
|
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Camden Boca Raton
|
|
2014
|
|
843
|
|
261
|
|
96.9
|
|
|
1,935
|
|
||
Camden Brickell (4)
|
|
2003
|
|
937
|
|
405
|
|
94.1
|
|
|
2,102
|
|
||
Camden Doral
|
|
1999
|
|
1,120
|
|
260
|
|
97.1
|
|
|
1,909
|
|
||
Camden Doral Villas
|
|
2000
|
|
1,253
|
|
232
|
|
97.4
|
|
|
2,036
|
|
||
Camden Las Olas (4)
|
|
2004
|
|
1,043
|
|
420
|
|
94.4
|
|
|
2,086
|
|
||
Camden Plantation
|
|
1997
|
|
1,201
|
|
502
|
|
96.6
|
|
|
1,674
|
|
||
Camden Portofino
|
|
1995
|
|
1,112
|
|
322
|
|
96.3
|
|
|
1,733
|
|
||
Orlando
|
|
|
|
|
|
|
|
|
|
|
||||
Camden Hunter’s Creek
|
|
2000
|
|
1,075
|
|
270
|
|
96.7
|
|
|
1,396
|
|
||
Camden Lago Vista
|
|
2005
|
|
955
|
|
366
|
|
96.6
|
|
|
1,289
|
|
||
Camden LaVina
|
|
2012
|
|
970
|
|
420
|
|
96.7
|
|
|
1,300
|
|
||
Camden Lee Vista
|
|
2000
|
|
937
|
|
492
|
|
96.8
|
|
|
1,230
|
|
||
Camden North Quarter (7)
|
|
2016
|
|
806
|
|
333
|
|
94.9
|
|
|
1,541
|
|
||
Camden Orange Court
|
|
2008
|
|
817
|
|
268
|
|
95.7
|
|
|
1,362
|
|
||
Camden Thornton Park (7)
|
|
2016
|
|
920
|
|
299
|
|
92.2
|
|
|
1,925
|
|
||
Camden Town Square
|
|
2012
|
|
983
|
|
438
|
|
97.1
|
|
|
1,345
|
|
||
Camden Waterford Lakes (6)
|
|
2014
|
|
971
|
|
300
|
|
96.5
|
|
|
1,411
|
|
||
Camden World Gateway
|
|
2000
|
|
979
|
|
408
|
|
96.7
|
|
|
1,289
|
|
||
Tampa/St. Petersburg
|
|
|
|
|
|
|
|
|
|
|
||||
Camden Bay
|
|
1997/2001
|
|
943
|
|
|
760
|
|
95.9
|
|
|
1,175
|
|
|
Camden Montague
|
|
2012
|
|
975
|
|
|
192
|
|
96.7
|
|
|
1,335
|
|
|
Camden Pier District (7)
|
|
2016
|
|
989
|
|
|
358
|
|
93.2
|
|
|
2,403
|
|
|
Camden Preserve
|
|
1996
|
|
942
|
|
|
276
|
|
94.7
|
|
|
1,402
|
|
|
|
OPERATING PROPERTIES
|
||||||||||||
Property and Location
|
|
Year Placed
in Service
|
|
Average Apartment
Size (Sq. Ft.)
|
|
Number of
Apartments
|
|
2018 Average
Occupancy (1) |
|
2018 Average
Monthly Rental Rate per Apartment (2) |
||||
Camden Royal Palms
|
|
2006
|
|
1,017
|
|
|
352
|
|
96.5
|
%
|
|
$
|
1,197
|
|
Camden Visconti (6)
|
|
2007
|
|
1,125
|
|
|
450
|
|
95.8
|
|
|
1,345
|
|
|
Camden Westchase Park
|
|
2012
|
|
992
|
|
|
348
|
|
96.2
|
|
|
1,427
|
|
|
GEORGIA
|
|
|
|
|
|
|
|
|
|
|
||||
Atlanta
|
|
|
|
|
|
|
|
|
|
|
||||
Camden Brookwood
|
|
2002
|
|
912
|
|
|
359
|
|
96.8
|
|
|
1,358
|
|
|
Camden Buckhead Square
|
|
2015
|
|
827
|
|
|
250
|
|
95.0
|
|
|
1,555
|
|
|
Camden Creekstone
|
|
2002
|
|
990
|
|
|
223
|
|
95.5
|
|
|
1,326
|
|
|
Camden Deerfield
|
|
2000
|
|
1,187
|
|
|
292
|
|
96.1
|
|
|
1,395
|
|
|
Camden Dunwoody
|
|
1997
|
|
1,007
|
|
|
324
|
|
96.3
|
|
|
1,329
|
|
|
Camden Fourth Ward
|
|
2014
|
|
847
|
|
|
276
|
|
96.8
|
|
|
1,666
|
|
|
Camden Midtown Atlanta
|
|
2001
|
|
935
|
|
|
296
|
|
96.2
|
|
|
1,474
|
|
|
Camden Paces
|
|
2015
|
|
1,407
|
|
|
379
|
|
95.6
|
|
|
2,652
|
|
|
Camden Peachtree City
|
|
2001
|
|
1,027
|
|
|
399
|
|
95.2
|
|
|
1,277
|
|
|
Camden Phipps (6)
|
|
1996
|
|
1,018
|
|
|
234
|
|
95.9
|
|
|
1,528
|
|
|
Camden Shiloh
|
|
1999/2002
|
|
1,143
|
|
|
232
|
|
96.4
|
|
|
1,264
|
|
|
Camden St. Clair
|
|
1997
|
|
999
|
|
|
336
|
|
95.9
|
|
|
1,321
|
|
|
Camden Stockbridge
|
|
2003
|
|
1,009
|
|
|
304
|
|
95.4
|
|
|
1,066
|
|
|
Camden Vantage
|
|
2010
|
|
901
|
|
|
592
|
|
96.5
|
|
|
1,404
|
|
|
NORTH CAROLINA
|
|
|
|
|
|
|
|
|
|
|
||||
Charlotte
|
|
|
|
|
|
|
|
|
|
|
||||
Camden Ballantyne
|
|
1998
|
|
1,048
|
|
|
400
|
|
95.1
|
|
|
1,283
|
|
|
Camden Cotton Mills
|
|
2002
|
|
905
|
|
|
180
|
|
95.1
|
|
|
1,462
|
|
|
Camden Dilworth
|
|
2006
|
|
857
|
|
|
145
|
|
96.1
|
|
|
1,432
|
|
|
Camden Fairview
|
|
1983
|
|
1,036
|
|
|
135
|
|
96.6
|
|
|
1,173
|
|
|
Camden Foxcroft
|
|
1979
|
|
940
|
|
|
156
|
|
96.0
|
|
|
1,053
|
|
|
Camden Foxcroft II
|
|
1985
|
|
874
|
|
|
100
|
|
95.7
|
|
|
1,159
|
|
|
Camden Gallery
|
|
2017
|
|
743
|
|
|
323
|
|
95.7
|
|
|
1,507
|
|
|
Camden Grandview
|
|
2000
|
|
1,059
|
|
|
266
|
|
95.3
|
|
|
1,655
|
|
|
Camden Sedgebrook
|
|
1999
|
|
972
|
|
|
368
|
|
95.7
|
|
|
1,102
|
|
|
Camden South End
|
|
2003
|
|
882
|
|
|
299
|
|
95.3
|
|
|
1,398
|
|
|
Camden Southline (6)
|
|
2015
|
|
831
|
|
|
266
|
|
95.8
|
|
|
1,516
|
|
|
Camden Stonecrest
|
|
2001
|
|
1,098
|
|
|
306
|
|
95.1
|
|
|
1,294
|
|
|
Camden Touchstone
|
|
1986
|
|
899
|
|
|
132
|
|
96.5
|
|
|
1,059
|
|
|
Raleigh
|
|
|
|
|
|
|
|
|
|
|
||||
Camden Asbury Village (6)
|
|
2009
|
|
1,009
|
|
|
350
|
|
95.6
|
|
|
1,187
|
|
|
Camden Crest
|
|
2001
|
|
1,013
|
|
|
438
|
|
95.9
|
|
|
1,034
|
|
|
Camden Governor’s Village
|
|
1999
|
|
1,046
|
|
|
242
|
|
95.5
|
|
|
1,085
|
|
|
Camden Lake Pine
|
|
1999
|
|
1,066
|
|
|
446
|
|
95.7
|
|
|
1,143
|
|
|
Camden Manor Park
|
|
2006
|
|
966
|
|
|
484
|
|
94.1
|
|
|
1,098
|
|
|
Camden Overlook
|
|
2001
|
|
1,060
|
|
|
320
|
|
95.6
|
|
|
1,236
|
|
|
Camden Reunion Park
|
|
2000/2004
|
|
972
|
|
|
420
|
|
94.9
|
|
|
1,027
|
|
|
|
OPERATING PROPERTIES
|
||||||||||||
Property and Location
|
|
Year Placed
in Service
|
|
Average Apartment
Size (Sq. Ft.)
|
|
Number of
Apartments
|
|
2018 Average
Occupancy (1) |
|
2018 Average
Monthly Rental Rate per Apartment (2) |
||||
Camden Westwood
|
|
1999
|
|
1,027
|
|
|
354
|
|
94.7
|
%
|
|
$
|
1,072
|
|
TEXAS
|
|
|
|
|
|
|
|
|
|
|
||||
Austin
|
|
|
|
|
|
|
|
|
|
|
||||
Camden Amber Oaks (6)
|
|
2009
|
|
862
|
|
|
348
|
|
95.5
|
|
|
1,081
|
|
|
Camden Amber Oaks II (6)
|
|
2012
|
|
910
|
|
|
244
|
|
95.5
|
|
|
1,146
|
|
|
Camden Brushy Creek (6)
|
|
2008
|
|
882
|
|
|
272
|
|
96.3
|
|
|
1,151
|
|
|
Camden Cedar Hills
|
|
2008
|
|
911
|
|
|
208
|
|
96.2
|
|
|
1,260
|
|
|
Camden Gaines Ranch
|
|
1997
|
|
955
|
|
|
390
|
|
96.8
|
|
|
1,398
|
|
|
Camden Huntingdon
|
|
1995
|
|
903
|
|
|
398
|
|
96.2
|
|
|
1,144
|
|
|
Camden La Frontera
|
|
2015
|
|
901
|
|
|
300
|
|
95.5
|
|
|
1,218
|
|
|
Camden Lamar Heights
|
|
2015
|
|
838
|
|
|
314
|
|
95.8
|
|
|
1,477
|
|
|
Camden Shadow Brook (6)
|
|
2009
|
|
909
|
|
|
496
|
|
95.8
|
|
|
1,142
|
|
|
Camden Stoneleigh
|
|
2001
|
|
908
|
|
|
390
|
|
96.5
|
|
|
1,253
|
|
|
Corpus Christi
|
|
|
|
|
|
|
|
|
|
|
||||
Camden Breakers
|
|
1996
|
|
868
|
|
|
288
|
|
93.1
|
|
|
1,109
|
|
|
Camden Copper Ridge
|
|
1986
|
|
775
|
|
|
344
|
|
92.1
|
|
|
860
|
|
|
Camden South Bay (6)
|
|
2007
|
|
1,055
|
|
|
270
|
|
93.6
|
|
|
1,232
|
|
|
Dallas/Fort Worth
|
|
|
|
|
|
|
|
|
|
|
||||
Camden Addison
|
|
1996
|
|
942
|
|
|
456
|
|
95.3
|
|
|
1,235
|
|
|
Camden Belmont
|
|
2010/2012
|
|
945
|
|
|
477
|
|
95.4
|
|
|
1,441
|
|
|
Camden Buckingham
|
|
1997
|
|
919
|
|
|
464
|
|
95.1
|
|
|
1,209
|
|
|
Camden Centreport
|
|
1997
|
|
911
|
|
|
268
|
|
95.2
|
|
|
1,177
|
|
|
Camden Cimarron
|
|
1992
|
|
772
|
|
|
286
|
|
96.5
|
|
|
1,206
|
|
|
Camden Design District (6)
|
|
2009
|
|
939
|
|
|
355
|
|
94.9
|
|
|
1,382
|
|
|
Camden Farmers Market
|
|
2001/2005
|
|
932
|
|
|
904
|
|
95.1
|
|
|
1,352
|
|
|
Camden Henderson
|
|
2012
|
|
967
|
|
|
106
|
|
96.4
|
|
|
1,531
|
|
|
Camden Legacy Creek
|
|
1995
|
|
831
|
|
|
240
|
|
96.6
|
|
|
1,273
|
|
|
Camden Legacy Park
|
|
1996
|
|
871
|
|
|
276
|
|
96.1
|
|
|
1,270
|
|
|
Camden Panther Creek (6)
|
|
2009
|
|
946
|
|
|
295
|
|
95.2
|
|
|
1,229
|
|
|
Camden Riverwalk (6)
|
|
2008
|
|
982
|
|
|
600
|
|
95.5
|
|
|
1,453
|
|
|
Camden Valley Park
|
|
1986
|
|
743
|
|
|
516
|
|
95.4
|
|
|
1,082
|
|
|
Camden Victory Park (3)
|
|
2016
|
|
861
|
|
|
423
|
|
95.5
|
|
|
1,605
|
|
|
Houston
|
|
|
|
|
|
|
|
|
|
|
||||
Camden City Centre
|
|
2007
|
|
932
|
|
|
379
|
|
94.9
|
|
|
1,456
|
|
|
Camden City Centre II
|
|
2013
|
|
868
|
|
|
268
|
|
95.1
|
|
|
1,505
|
|
|
Camden Cypress Creek (6)
|
|
2009
|
|
993
|
|
|
310
|
|
95.9
|
|
|
1,268
|
|
|
Camden Downs at Cinco Ranch (6)
|
|
2004
|
|
1,075
|
|
|
318
|
|
95.0
|
|
|
1,242
|
|
|
Camden Grand Harbor (6)
|
|
2008
|
|
959
|
|
|
300
|
|
94.9
|
|
|
1,175
|
|
|
Camden Greenway
|
|
1999
|
|
861
|
|
|
756
|
|
96.4
|
|
|
1,371
|
|
|
Camden Heights (6)
|
|
2004
|
|
927
|
|
|
352
|
|
95.6
|
|
|
1,461
|
|
|
Camden Holly Springs
|
|
1999
|
|
934
|
|
|
548
|
|
95.0
|
|
|
1,206
|
|
|
Camden McGowen Station (5)
|
|
2018
|
|
1,007
|
|
|
315
|
|
Lease-Up
|
|
|
2,310
|
|
|
|
OPERATING PROPERTIES
|
||||||||||||
Property and Location
|
|
Year Placed
in Service
|
|
Average Apartment
Size (Sq. Ft.)
|
|
Number of
Apartments
|
|
2018 Average
Occupancy (1) |
|
2018 Average
Monthly Rental Rate per Apartment (2) |
||||
Camden Midtown
|
|
1999
|
|
844
|
|
|
337
|
|
94.8
|
%
|
|
$
|
1,522
|
|
Camden Northpointe (6)
|
|
2008
|
|
940
|
|
|
384
|
|
95.8
|
|
|
1,099
|
|
|
Camden Oak Crest
|
|
2003
|
|
870
|
|
|
364
|
|
96.1
|
|
|
1,117
|
|
|
Camden Park
|
|
1995
|
|
866
|
|
|
288
|
|
96.2
|
|
|
1,083
|
|
|
Camden Plaza
|
|
2007
|
|
915
|
|
|
271
|
|
96.1
|
|
|
1,550
|
|
|
Camden Post Oak
|
|
2003
|
|
1,200
|
|
|
356
|
|
94.2
|
|
|
2,448
|
|
|
Camden Royal Oaks
|
|
2006
|
|
923
|
|
|
236
|
|
93.9
|
|
|
1,334
|
|
|
Camden Royal Oaks II
|
|
2012
|
|
1,054
|
|
|
104
|
|
93.7
|
|
|
1,541
|
|
|
Camden Spring Creek (6)
|
|
2004
|
|
1,080
|
|
|
304
|
|
92.5
|
|
|
1,271
|
|
|
Camden Stonebridge
|
|
1993
|
|
845
|
|
|
204
|
|
96.0
|
|
|
1,089
|
|
|
Camden Sugar Grove
|
|
1997
|
|
921
|
|
|
380
|
|
95.7
|
|
|
1,179
|
|
|
Camden Travis Street
|
|
2010
|
|
819
|
|
|
253
|
|
95.4
|
|
|
1,474
|
|
|
Camden Vanderbilt
|
|
1996/1997
|
|
863
|
|
|
894
|
|
96.4
|
|
|
1,415
|
|
|
Camden Whispering Oaks
|
|
2008
|
|
934
|
|
|
274
|
|
95.6
|
|
|
1,223
|
|
|
Camden Woodson Park (6)
|
|
2008
|
|
916
|
|
|
248
|
|
95.0
|
|
|
1,195
|
|
|
Camden Yorktown (6)
|
|
2008
|
|
995
|
|
|
306
|
|
95.9
|
|
|
1,166
|
|
(1)
|
Represents average physical occupancy for the year except as noted.
|
(2)
|
The average monthly rental rate per apartment incorporates vacant units and resident concessions calculated on a straight-line basis over the life of the lease.
|
(3)
|
Development property stabilized during
2018
—average occupancy calculated from date at which occupancy exceeded 90% through
December 31, 2018
.
|
(4)
|
Property under redevelopment at
December 31, 2018
.
|
(5)
|
Property under lease-up at
December 31, 2018
.
|
(6)
|
Property owned through an unconsolidated joint venture in which we currently own a 31.3% interest. The remaining interest is owned by an unaffiliated third party.
|
(7)
|
Property acquired in 2018 - average occupancy calculated from date property was acquired.
|
|
|
|
|
||||||||||||||||
Index
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
||||||||||
Camden Property Trust
|
$
|
134.84
|
|
|
$
|
145.52
|
|
|
$
|
173.51
|
|
|
$
|
196.61
|
|
|
$
|
194.61
|
|
FTSE NAREIT Equity
|
130.14
|
|
|
134.30
|
|
|
145.74
|
|
|
153.36
|
|
|
146.27
|
|
|||||
S&P 500
|
113.69
|
|
|
115.26
|
|
|
129.05
|
|
|
157.22
|
|
|
150.33
|
|
|||||
Russell 2000
|
104.89
|
|
|
100.26
|
|
|
121.63
|
|
|
139.44
|
|
|
124.09
|
|
|
Year Ended December 31,
|
||||||||||||||||||
(in thousands, except per share amounts and property data)
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Operating Data (a)
|
|
|
|
|
|
|
|
|
|
||||||||||
Total property revenues
|
$
|
954,505
|
|
|
$
|
900,896
|
|
|
$
|
876,447
|
|
|
$
|
835,618
|
|
|
$
|
790,263
|
|
Total property expenses
|
343,579
|
|
|
328,742
|
|
|
311,355
|
|
|
301,000
|
|
|
285,700
|
|
|||||
Total non-property income
|
2,797
|
|
|
27,795
|
|
|
14,577
|
|
|
7,332
|
|
|
14,611
|
|
|||||
Total other expenses
|
459,441
|
|
|
447,595
|
|
|
425,190
|
|
|
412,022
|
|
|
399,314
|
|
|||||
Income from continuing operations attributable to common shareholders
|
156,128
|
|
|
196,422
|
|
|
436,981
|
|
|
229,565
|
|
|
273,892
|
|
|||||
Net income attributable to common shareholders
|
156,128
|
|
|
196,422
|
|
|
819,823
|
|
|
249,315
|
|
|
292,089
|
|
|||||
Earnings per common share from continuing operations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
1.63
|
|
|
$
|
2.14
|
|
|
$
|
4.81
|
|
|
$
|
2.55
|
|
|
$
|
3.08
|
|
Diluted
|
1.63
|
|
|
2.13
|
|
|
4.79
|
|
|
2.54
|
|
|
3.06
|
|
|||||
Total earnings per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
1.63
|
|
|
$
|
2.14
|
|
|
$
|
9.08
|
|
|
$
|
2.77
|
|
|
$
|
3.29
|
|
Diluted
|
1.63
|
|
|
2.13
|
|
|
9.05
|
|
|
2.76
|
|
|
3.27
|
|
|||||
Distributions declared per common share
|
$
|
3.08
|
|
|
$
|
3.00
|
|
|
$
|
3.00
|
|
|
$
|
2.80
|
|
|
$
|
2.64
|
|
Special dividend per common share (b)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4.25
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Balance Sheet Data (at end of year)
|
|
|
|
|
|
|
|
|
|
||||||||||
Total real estate assets, at cost (c)
|
$
|
8,328,475
|
|
|
$
|
7,667,743
|
|
|
$
|
7,376,690
|
|
|
$
|
7,387,597
|
|
|
$
|
7,025,376
|
|
Total assets
|
6,219,586
|
|
|
6,173,748
|
|
|
6,028,152
|
|
|
6,037,612
|
|
|
6,043,981
|
|
|||||
Notes payable
|
2,321,603
|
|
|
2,204,598
|
|
|
2,480,588
|
|
|
2,724,687
|
|
|
2,730,613
|
|
|||||
Non-qualified deferred compensation share awards
|
52,674
|
|
|
77,230
|
|
|
77,037
|
|
|
79,364
|
|
|
68,134
|
|
|||||
Equity
|
3,385,104
|
|
|
3,484,714
|
|
|
3,095,553
|
|
|
2,892,896
|
|
|
2,888,409
|
|
|||||
Other Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows provided by (used in):
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating activities
|
$
|
503,747
|
|
|
$
|
434,656
|
|
|
$
|
443,063
|
|
|
$
|
423,238
|
|
|
$
|
418,528
|
|
Investing activities
|
(640,921
|
)
|
|
(189,754
|
)
|
|
690,412
|
|
|
(293,235
|
)
|
|
(326,587
|
)
|
|||||
Financing activities
|
(197,028
|
)
|
|
(112,923
|
)
|
|
(904,237
|
)
|
|
(273,231
|
)
|
|
43,482
|
|
|||||
Funds from operations – diluted (d)
|
463,982
|
|
|
424,072
|
|
|
425,464
|
|
|
414,497
|
|
|
378,043
|
|
|||||
Adjusted funds from operations – diluted (d)
|
391,686
|
|
|
359,314
|
|
|
366,380
|
|
|
350,328
|
|
|
318,189
|
|
|||||
Property Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Number of operating properties (at the end of year) (e)
|
161
|
|
155
|
|
|
152
|
|
|
172
|
|
|
168
|
|
||||||
Number of operating apartment homes (at end of year) (e)
|
55,160
|
|
53,033
|
|
|
52,793
|
|
|
59,792
|
|
|
58,948
|
|
||||||
Number of operating apartment homes (weighted average) (e) (f)
|
46,925
|
|
46,210
|
|
|
46,934
|
|
|
47,088
|
|
|
47,915
|
|
||||||
Weighted average monthly total property revenue per apartment home (a) (f)
|
$
|
1,695
|
|
|
$
|
1,625
|
|
|
$
|
1,556
|
|
|
$
|
1,479
|
|
|
$
|
1,374
|
|
Properties under development (at end of period)
|
6
|
|
7
|
|
|
7
|
|
|
8
|
|
|
13
|
|
(a)
|
Excludes discontinued operations. See Note 2, "Summary of Significant Accounting Policies and Recent Accounting Pronouncements," and Note 8, "Acquisitions, Dispositions, and Discontinued Operations," in the Notes to Consolidated Financial Statements for further discussion of discontinued operations.
|
(b)
|
A special dividend was paid on September 30, 2016. Refer to Note 5 "Common Shares" in the Notes to the Consolidated Financial Statements for further discussion of the special dividend.
|
(c)
|
Includes operating properties held for sale at net book value and excludes discontinued operating properties and joint ventures for all periods presented.
|
(d)
|
Management considers Funds from Operations (“FFO”) and adjusted FFO ("AFFO") to be appropriate measures 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 previously depreciated operating properties, real estate depreciation and amortization, impairments of depreciable assets, and adjustments for unconsolidated joint ventures. Our calculation of diluted FFO also assumes conversion of all potentially dilutive securities, including certain non-controlling 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 depreciation, FFO can assist in the comparison of the operating performance of a company’s real estate investments between periods or to different companies. AFFO is calculated utilizing FFO less recurring capitalized expenditures which are necessary to help preserve the value of and maintain the functionality at our communities. We also consider AFFO to be a useful supplemental measure because it is frequently used by analysts and investors to evaluate a REIT's operating performance between periods or different companies. Our definition of recurring capital expenditures may differ from other REITs, and there can be no assurance our basis for computing this measure is comparable to other REITs. To facilitate a clear understanding of our consolidated historical operating results, we believe FFO and AFFO should be examined in conjunction with net income attributable to common shareholders as presented in the consolidated statements of income and comprehensive income and data included elsewhere in this report. FFO and AFFO are not defined by GAAP and should not be considered alternatives to net income attributable to common shareholders as an indication of our operating performance. Additionally, FFO and AFFO as disclosed by other REITs may not be comparable to our calculation. See "Funds from Operations and Adjusted FFO" in Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations" for reconciliations of net income attributable to common shareholders to FFO and AFFO.
|
(e)
|
Includes operating properties held for sale and discontinued operating properties held for sale for all periods presented.
|
(f)
|
Excludes apartment homes owned in joint ventures.
|
•
|
Volatility in capital and credit markets, or other unfavorable changes in economic conditions, either nationally or regionally in one or more of the markets in which we operate, could adversely impact us
;
|
•
|
Short-term leases expose us to the effects of declining market rents
;
|
•
|
Competition could limit our ability to lease apartments or increase or maintain rental income
;
|
•
|
We face risks associated with land holdings and related activities
;
|
•
|
Potential reforms to Fannie Mae and Freddie Mac could adversely affect us
;
|
•
|
Development, redevelopment and construction risks could impact our profitability
;
|
•
|
Investments through joint ventures and investment funds involve risks not present in investments in which we are the sole investor
;
|
•
|
Competition could adversely affect our ability to acquire properties
;
|
•
|
Our acquisition strategy may not produce the cash flows expected
;
|
•
|
Failure to qualify as a REIT could have adverse consequences
;
|
•
|
Tax laws have recently changed and may continue to change at any time, and any such legislative or other actions could have a negative effect on us
;
|
•
|
Litigation risks could affect our business
;
|
•
|
Damage from catastrophic weather and other natural events could result in losses
;
|
•
|
We are in the process of implementing a new enterprise resource planning system and problems with the design or implementation of this system could interfere with our business and operations
;
|
•
|
A cybersecurity incident and other technology disruptions could negatively impact our business
;
|
•
|
We have significant debt, which could have adverse consequences
;
|
•
|
Insufficient cash flows could limit our ability to make required payments for debt obligations or pay distributions to shareholders
;
|
•
|
Issuances of additional debt may adversely impact our financial condition
;
|
•
|
We may be unable to renew, repay, or refinance our outstanding debt
;
|
•
|
We may be adversely affected by changes in LIBOR reporting practices or the method in which LIBOR is determined
;
|
•
|
Rising interest rates could both increase our borrowing costs, thereby adversely affecting our cash flows and the amounts available for distribution to our shareholders, and decrease our share price, if investors seek higher yields through other investments
;
|
•
|
Failure to hedge effectively against interest rates may adversely affect results of operations
;
|
•
|
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
|
•
|
The form, timing and amount of dividend distributions in future periods may vary and be impacted by economic and other considerations
.
|
•
|
In September 2018, we acquired one operating property comprised of
299
apartment homes located in Orlando, Florida, for approximately
$89.8 million
.
|
•
|
In February 2018, we acquired
one
operating property comprised of
333
apartment homes located in Orlando, Florida, for approximately
$81.4 million
.
|
•
|
In January 2018, we acquired
one
operating property comprised of
358
apartment homes located in St. Petersburg, Florida, for approximately
$126.9 million
.
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||
|
Apartment
Homes
|
|
Properties
|
|
Apartment
Homes
|
|
Properties
|
||||
Operating Properties
|
|
|
|
|
|
|
|
||||
Houston, Texas
|
8,749
|
|
|
25
|
|
|
8,434
|
|
|
24
|
|
Washington, D.C. Metro
|
6,862
|
|
|
19
|
|
|
6,040
|
|
|
17
|
|
Dallas, Texas
|
5,666
|
|
|
14
|
|
|
5,666
|
|
|
14
|
|
Atlanta, Georgia
|
4,496
|
|
|
14
|
|
|
4,496
|
|
|
14
|
|
Orlando, Florida
|
3,594
|
|
|
10
|
|
|
2,962
|
|
|
8
|
|
Austin, Texas
|
3,360
|
|
|
10
|
|
|
3,360
|
|
|
10
|
|
Charlotte, North Carolina
|
3,076
|
|
|
13
|
|
|
3,076
|
|
|
13
|
|
Raleigh, North Carolina
|
3,054
|
|
|
8
|
|
|
3,054
|
|
|
8
|
|
Phoenix, Arizona
|
2,929
|
|
|
10
|
|
|
2,929
|
|
|
10
|
|
Southeast Florida
|
2,781
|
|
|
8
|
|
|
2,781
|
|
|
8
|
|
Tampa, Florida
|
2,736
|
|
|
7
|
|
|
2,378
|
|
|
6
|
|
Los Angeles/Orange County, California
|
2,658
|
|
|
7
|
|
|
2,658
|
|
|
7
|
|
Denver, Colorado
|
2,632
|
|
|
8
|
|
|
2,632
|
|
|
8
|
|
San Diego/Inland Empire, California
|
1,665
|
|
|
5
|
|
|
1,665
|
|
|
5
|
|
Corpus Christi, Texas
|
902
|
|
|
3
|
|
|
902
|
|
|
3
|
|
Total Operating Properties
|
55,160
|
|
|
161
|
|
|
53,033
|
|
|
155
|
|
Properties Under Construction
|
|
|
|
|
|
|
|
||||
Phoenix, Arizona
|
441
|
|
|
1
|
|
|
441
|
|
|
1
|
|
Atlanta, Georgia
|
365
|
|
|
1
|
|
|
—
|
|
|
—
|
|
Orlando, Florida
|
360
|
|
|
1
|
|
|
—
|
|
|
—
|
|
Houston, Texas
|
271
|
|
|
1
|
|
|
586
|
|
|
2
|
|
Denver, Colorado
|
233
|
|
|
1
|
|
|
233
|
|
|
1
|
|
Charlotte, North Carolina
|
28
|
|
|
1
|
|
|
28
|
|
|
1
|
|
Washington, D.C. Metro
|
—
|
|
|
—
|
|
|
822
|
|
|
2
|
|
Total Properties Under Construction
|
1,698
|
|
|
6
|
|
|
2,110
|
|
|
7
|
|
Total Properties
|
56,858
|
|
|
167
|
|
|
55,143
|
|
|
162
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||
|
Apartment
Homes
|
|
Properties
|
|
Apartment
Homes
|
|
Properties
|
||||
Less: Unconsolidated Joint Venture Properties
(1)
|
|
|
|
|
|
|
|
||||
Houston, Texas
|
2,522
|
|
|
8
|
|
|
2,522
|
|
|
8
|
|
Austin, Texas
|
1,360
|
|
|
4
|
|
|
1,360
|
|
|
4
|
|
Dallas, Texas
|
1,250
|
|
|
3
|
|
|
1,250
|
|
|
3
|
|
Tampa, Florida
|
450
|
|
|
1
|
|
|
450
|
|
|
1
|
|
Raleigh, North Carolina
|
350
|
|
|
1
|
|
|
350
|
|
|
1
|
|
Orlando, Florida
|
300
|
|
|
1
|
|
|
300
|
|
|
1
|
|
Washington, D.C. Metro
|
281
|
|
|
1
|
|
|
281
|
|
|
1
|
|
Corpus Christi, Texas
|
270
|
|
|
1
|
|
|
270
|
|
|
1
|
|
Charlotte, North Carolina
|
266
|
|
|
1
|
|
|
266
|
|
|
1
|
|
Atlanta, Georgia
|
234
|
|
|
1
|
|
|
234
|
|
|
1
|
|
Total Unconsolidated Joint Venture Properties
|
7,283
|
|
|
22
|
|
|
7,283
|
|
|
22
|
|
Total Properties Fully Consolidated
|
49,575
|
|
|
145
|
|
|
47,860
|
|
|
140
|
|
(1)
|
Refer to Note 9, "Investments in Joint Ventures," in the notes to Consolidated Financial Statements for further discussion of our joint venture investments.
|
Stabilized Property and Location
|
Number of
Apartment
Homes
|
|
Date of
Construction
Completion
|
|
Date of
Stabilization
|
|
Consolidated Operating Property
|
|
|
|
|
|
|
Camden NoMa II
|
|
|
|
|
|
|
Washington, D.C.
|
405
|
|
|
2Q17
|
|
4Q18
|
|
|
|
|
|
|
($ in millions)
Property and Location
|
Number of
Apartment
Homes
|
|
Cost
Incurred
(1)
|
|
% Leased at 1/30/2019
|
|
Date of Construction Completion
|
|
Estimated Date of Stabilization
|
||||
Consolidated Operating Properties
|
|
|
|
|
|
|
|
|
|
||||
Camden Shady Grove
|
|
|
|
|
|
|
|
|
|
||||
Rockville, MD
|
457
|
|
|
$
|
114.0
|
|
|
90
|
%
|
|
1Q18
|
|
2Q19
|
Camden Washingtonian
|
|
|
|
|
|
|
|
|
|
||||
Gaithersburg, MD
|
365
|
|
|
86.8
|
|
|
72
|
%
|
|
4Q18
|
|
4Q19
|
|
Camden McGowen Station
|
|
|
|
|
|
|
|
|
|
||||
Houston, TX
|
315
|
|
|
90.8
|
|
|
64
|
%
|
|
4Q18
|
|
4Q19
|
|
Consolidated total
|
1,137
|
|
|
$
|
291.6
|
|
|
|
|
|
|
|
($ in millions)
Property and Location
|
Number of
Apartment Homes |
|
Estimated
Cost |
|
Cost
Incurred |
|
Included in
Properties Under Development |
|
Estimated
Date of Construction Completion |
|
Estimated
Date of Stabilization |
|||||||
Camden North End I
Phoenix, AZ (1) |
441
|
|
|
$
|
105.0
|
|
|
$
|
95.9
|
|
|
$
|
14.6
|
|
|
1Q19
|
|
2Q20
|
Camden Grandview II
Charlotte, NC
(2)
|
28
|
|
|
21.0
|
|
|
21.3
|
|
|
11.1
|
|
|
1Q19
|
|
2Q19
|
|||
Camden RiNo
Denver, CO |
233
|
|
|
75.0
|
|
|
41.6
|
|
|
41.6
|
|
|
2Q20
|
|
4Q20
|
|||
Camden Downtown I
Houston, TX |
271
|
|
|
132.0
|
|
|
58.9
|
|
|
58.9
|
|
|
3Q20
|
|
1Q21
|
|||
Camden Lake Eola
Orlando, FL
|
360
|
|
|
120.0
|
|
|
34.0
|
|
|
34.0
|
|
|
3Q20
|
|
3Q21
|
|||
Camden Buckhead
Atlanta, GA
|
365
|
|
|
160.0
|
|
|
26.1
|
|
|
26.1
|
|
|
3Q21
|
|
2Q22
|
|||
Consolidated total
|
1,698
|
|
|
$
|
613.0
|
|
|
$
|
277.8
|
|
|
$
|
186.3
|
|
|
|
|
|
(1)
|
Property in lease-up and was
54%
leased at January 30, 2019.
|
(2)
|
Property in lease-up and was
11%
leased at January 30, 2019.
|
($ in millions)
Property and Location
|
|
Projected
Homes
|
|
Total Estimated
Cost
(1)
|
|
Cost to Date
|
|||||
Camden North End II
|
|
340
|
|
|
$
|
85.0
|
|
|
$
|
15.3
|
|
Phoenix, AZ
|
|
|
|
|
|
|
|||||
Camden Hillcrest
|
|
132
|
|
|
90.0
|
|
|
28.9
|
|
||
San Diego, CA
|
|
|
|
|
|
|
|||||
Camden Atlantic
|
|
269
|
|
|
90.0
|
|
|
16.7
|
|
||
Plantation, FL
|
|
|
|
|
|
|
|||||
Camden Arts District
|
|
354
|
|
|
150.0
|
|
|
21.5
|
|
||
Los Angeles, CA
|
|
|
|
|
|
|
|||||
Camden Paces III
|
|
350
|
|
|
100.0
|
|
|
14.6
|
|
||
Atlanta, GA
|
|
|
|
|
|
|
|||||
Camden Downtown II
|
|
271
|
|
|
145.0
|
|
|
10.7
|
|
||
Houston, TX
|
|
|
|
|
|
|
|||||
Total
|
|
1,716
|
|
|
$
|
660.0
|
|
|
$
|
107.7
|
|
(1)
|
Represents our estimate of total costs we expect to incur on these projects. However, forward-looking statements are not guarantees of future performance, results, or events. Although we believe these expectations are based upon reasonable assumptions, future events rarely develop exactly as forecasted, and estimates routinely require adjustment.
|
($ in thousands)
|
2018
|
|
2017
|
||||||||||
Washington, D.C. Metro
|
$
|
1,551,925
|
|
|
18.6
|
%
|
|
$
|
1,500,568
|
|
|
19.6
|
%
|
Houston, Texas
|
899,458
|
|
|
10.8
|
|
|
811,507
|
|
|
10.6
|
|
||
Los Angeles/Orange County, California
|
738,856
|
|
|
8.9
|
|
|
724,745
|
|
|
9.5
|
|
||
Atlanta, Georgia
|
713,931
|
|
|
8.6
|
|
|
697,325
|
|
|
9.1
|
|
||
Southeast Florida
|
599,907
|
|
|
7.2
|
|
|
575,134
|
|
|
7.5
|
|
||
Phoenix, Arizona
|
563,797
|
|
|
6.8
|
|
|
524,126
|
|
|
6.8
|
|
||
Orlando, Florida
|
549,039
|
|
|
6.6
|
|
|
345,525
|
|
|
4.5
|
|
||
Dallas, Texas
|
508,134
|
|
|
6.1
|
|
|
500,492
|
|
|
6.5
|
|
||
Denver, Colorado
|
502,761
|
|
|
6.0
|
|
|
465,363
|
|
|
6.1
|
|
||
Charlotte, North Carolina
|
401,879
|
|
|
4.8
|
|
|
383,439
|
|
|
5.0
|
|
||
San Diego/Inland Empire, California
|
371,186
|
|
|
4.5
|
|
|
359,549
|
|
|
4.7
|
|
||
Tampa, Florida
|
350,517
|
|
|
4.2
|
|
|
223,841
|
|
|
2.9
|
|
||
Raleigh, North Carolina
|
293,961
|
|
|
3.5
|
|
|
280,540
|
|
|
3.7
|
|
||
Austin, Texas
|
234,743
|
|
|
2.8
|
|
|
232,405
|
|
|
3.0
|
|
||
Corpus Christi, Texas
|
48,381
|
|
|
0.6
|
|
|
43,184
|
|
|
0.5
|
|
||
Total
|
$
|
8,328,475
|
|
|
100.0
|
%
|
|
$
|
7,667,743
|
|
|
100.0
|
%
|
|
2018
|
|
2017
|
|
2016
|
||||||
Average monthly property revenue per apartment home
|
$
|
1,695
|
|
|
$
|
1,625
|
|
|
$
|
1,556
|
|
Annualized total property expenses per apartment home
|
$
|
7,322
|
|
|
$
|
7,114
|
|
|
$
|
6,634
|
|
Weighted average number of operating apartment homes owned 100%
|
46,925
|
|
|
46,210
|
|
|
46,934
|
|
|||
Weighted average occupancy of operating apartment homes owned 100%
(1)
|
95.6
|
%
|
|
95.4
|
%
|
|
95.3
|
%
|
(1)
|
Our one student housing community, which was sold in December 2017, is excluded from this calculation.
|
(in thousands)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net income
|
|
$160,694
|
|
$200,860
|
|
$
|
838,226
|
|
||||
Less: Fee and asset management income
|
|
(7,231
|
)
|
|
(8,176
|
)
|
|
(6,864
|
)
|
|||
Less: Interest and other income
|
|
(2,101
|
)
|
|
(3,011
|
)
|
|
(2,202
|
)
|
|||
Less: (Income)/loss on deferred compensation plans
|
|
6,535
|
|
|
(16,608
|
)
|
|
(5,511
|
)
|
|||
Plus: Property management expense
|
|
25,581
|
|
|
25,773
|
|
|
25,125
|
|
|||
Plus: Fee and asset management expense
|
|
4,451
|
|
|
3,903
|
|
|
3,848
|
|
|||
Plus: General and administrative expense
|
|
50,735
|
|
|
50,587
|
|
|
47,415
|
|
|||
Plus: Interest expense
|
|
84,263
|
|
|
86,750
|
|
|
93,145
|
|
|||
Plus: Depreciation and amortization expense
|
|
300,946
|
|
|
263,974
|
|
|
250,146
|
|
|||
Plus: Expense/(benefit) on deferred compensation plans
|
|
(6,535
|
)
|
|
16,608
|
|
|
5,511
|
|
|||
Plus: Loss on early retirement of debt
|
|
—
|
|
|
323
|
|
|
—
|
|
|||
Less: Gain on sale of operating properties, including land
|
|
—
|
|
|
(43,231
|
)
|
|
(295,397
|
)
|
|||
Less: Equity in income of joint ventures
|
|
(7,836
|
)
|
|
(6,822
|
)
|
|
(7,125
|
)
|
|||
Plus: Income tax expense
|
|
1,424
|
|
|
1,224
|
|
|
1,617
|
|
|||
Less: Income from discontinued operations
|
|
—
|
|
|
—
|
|
|
(7,605
|
)
|
|||
Less: Gain on sale of discontinued operations, net of tax
|
|
—
|
|
|
—
|
|
|
(375,237
|
)
|
|||
Net operating income
|
|
$
|
610,926
|
|
|
$
|
572,154
|
|
|
$
|
565,092
|
|
|
Apartment
Homes at
|
|
Year Ended
December 31,
|
|
Change
|
||||||||||||
($ in thousands)
|
12/31/2018
|
|
2018
|
|
2017
|
|
$
|
|
%
|
||||||||
Property revenues:
|
|
|
|
|
|
|
|
|
|
||||||||
Same store communities
|
41,968
|
|
|
$
|
820,732
|
|
|
$
|
795,642
|
|
|
$
|
25,090
|
|
|
3.2
|
%
|
Non-same store communities
|
4,772
|
|
|
112,685
|
|
|
82,722
|
|
|
29,963
|
|
|
36.2
|
|
|||
Development and lease-up communities
|
2,835
|
|
|
12,667
|
|
|
2,157
|
|
|
10,510
|
|
|
*
|
||||
Dispositions/other
|
—
|
|
|
8,421
|
|
|
20,375
|
|
|
(11,954
|
)
|
|
(58.7
|
)
|
|||
Total property revenues
|
49,575
|
|
|
$
|
954,505
|
|
|
$
|
900,896
|
|
|
$
|
53,609
|
|
|
6.0
|
%
|
Property expenses:
|
|
|
|
|
|
|
|
|
|
||||||||
Same store communities
|
41,968
|
|
|
$
|
294,503
|
|
|
$
|
286,571
|
|
|
$
|
7,932
|
|
|
2.8
|
%
|
Non-same store communities
|
4,772
|
|
|
41,116
|
|
|
30,563
|
|
|
10,553
|
|
|
34.5
|
|
|||
Development and lease-up communities
|
2,835
|
|
|
5,115
|
|
|
676
|
|
|
4,439
|
|
|
*
|
||||
Hurricane expenses
|
—
|
|
|
—
|
|
|
3,944
|
|
|
(3,944
|
)
|
|
*
|
||||
Dispositions/other
|
—
|
|
|
2,845
|
|
|
6,988
|
|
|
(4,143
|
)
|
|
(59.3
|
)
|
|||
Total property expenses
|
49,575
|
|
|
$
|
343,579
|
|
|
$
|
328,742
|
|
|
$
|
14,837
|
|
|
4.5
|
%
|
Property NOI:
|
|
|
|
|
|
|
|
|
|
||||||||
Same store communities
|
41,968
|
|
|
$
|
526,229
|
|
|
$
|
509,071
|
|
|
$
|
17,158
|
|
|
3.4
|
%
|
Non-same store communities
|
4,772
|
|
|
71,569
|
|
|
52,159
|
|
|
19,410
|
|
|
37.2
|
|
|||
Development and lease-up communities
|
2,835
|
|
|
7,552
|
|
|
1,481
|
|
|
6,071
|
|
|
*
|
||||
Hurricane expenses
|
—
|
|
|
—
|
|
|
(3,944
|
)
|
|
3,944
|
|
|
*
|
||||
Dispositions/other
|
—
|
|
|
5,576
|
|
|
13,387
|
|
|
(7,811
|
)
|
|
(58.3
|
)
|
|||
Total property NOI
|
49,575
|
|
|
$
|
610,926
|
|
|
$
|
572,154
|
|
|
$
|
38,772
|
|
|
6.8
|
%
|
(1)
|
For 2018, s
ame store communities are communities we owned and were stabilized since January 1, 2017, excluding communities under redevelopment and properties held for sale. Non-same store communities are stabilized communities not owned or stabilized since January 1, 2017, including communities under redevelopment and excluding properties held for sale. We define communities under redevelopment as communities with capital expenditures that improve a community's cash flow and competitive position through extensive unit, exterior building, common area, and amenity upgrades. Management believes same store information is useful as it allows both management and investors to determine financial results over a particular period for the same set of communities. Development and lease-up communities are non-stabilized communities we have developed since January 1, 2017, excluding properties held for sale. Hurricane expenses include storm-related damages related to Hurricanes Harvey and Irma in the third quarter of 2017. Dispositions/other includes those communities disposed of or held for sale which are not classified as discontinued operations and non-multifamily rental properties and expenses related to land holdings not under active development.
|
|
Apartment
Homes at
|
|
Year Ended
December 31,
|
|
Change
|
||||||||||||
($ in thousands)
|
12/31/2017
|
|
2017
|
|
2016
|
|
$
|
|
%
|
||||||||
Property revenues:
|
|
|
|
|
|
|
|
|
|
||||||||
Same store communities
|
41,988
|
|
|
$
|
799,951
|
|
|
$
|
777,498
|
|
|
$
|
22,453
|
|
|
2.9
|
%
|
Non-same store communities
|
3,357
|
|
|
77,360
|
|
|
49,849
|
|
|
27,511
|
|
|
55.2
|
|
|||
Development and lease-up communities
|
2,515
|
|
|
6,034
|
|
|
—
|
|
|
6,034
|
|
|
*
|
||||
Dispositions/other
|
—
|
|
|
17,551
|
|
|
49,100
|
|
|
(31,549
|
)
|
|
(64.3
|
)
|
|||
Total property revenues
|
47,860
|
|
|
$
|
900,896
|
|
|
$
|
876,447
|
|
|
$
|
24,449
|
|
|
2.8
|
%
|
Property expenses:
|
|
|
|
|
|
|
|
|
|
||||||||
Same store communities
|
41,988
|
|
|
$
|
287,828
|
|
|
$
|
276,444
|
|
|
$
|
11,384
|
|
|
4.1
|
%
|
Non-same store communities
|
3,357
|
|
|
28,561
|
|
|
18,473
|
|
|
10,088
|
|
|
54.6
|
|
|||
Development and lease-up communities
|
2,515
|
|
|
2,399
|
|
|
—
|
|
|
2,399
|
|
|
*
|
||||
Hurricane expenses
|
—
|
|
|
3,944
|
|
|
—
|
|
|
3,944
|
|
|
*
|
||||
Dispositions/other
|
—
|
|
|
6,010
|
|
|
16,438
|
|
|
(10,428
|
)
|
|
(63.4
|
)
|
|||
Total property expenses
|
47,860
|
|
|
$
|
328,742
|
|
|
$
|
311,355
|
|
|
$
|
17,387
|
|
|
5.6
|
%
|
Property NOI:
|
|
|
|
|
|
|
|
|
|
||||||||
Same store communities
|
41,988
|
|
|
$
|
512,123
|
|
|
$
|
501,054
|
|
|
$
|
11,069
|
|
|
2.2
|
%
|
Non-same store communities
|
3,357
|
|
|
48,799
|
|
|
31,376
|
|
|
17,423
|
|
|
55.5
|
|
|||
Development and lease-up communities
|
2,515
|
|
|
3,635
|
|
|
—
|
|
|
3,635
|
|
|
*
|
||||
Hurricane expenses
|
—
|
|
|
(3,944
|
)
|
|
—
|
|
|
(3,944
|
)
|
|
*
|
||||
Dispositions/other
|
—
|
|
|
11,541
|
|
|
32,662
|
|
|
(21,121
|
)
|
|
(64.7
|
)
|
|||
Total property NOI
|
47,860
|
|
|
$
|
572,154
|
|
|
$
|
565,092
|
|
|
$
|
7,062
|
|
|
1.2
|
%
|
(2)
|
For 2017, same store communities are communities we owned and were stabilized since January 1, 2016, excluding communities under redevelopment and properties held for sale. Non-same store communities are stabilized communities not owned or stabilized since January 1, 2016, including communities under redevelopment and excluding properties held for sale. We define communities under redevelopment as communities with capital expenditures that improve a community's cash flow and competitive position through extensive unit, exterior building, common area, and amenity upgrades. Management believes same store information is useful as it allows both management and investors to determine financial results over a particular period for the same set of communities. Development and lease-up communities are non-stabilized communities we have developed since January 1, 2016, excluding properties held for sale. Dispositions/other includes those communities disposed of or held for sale which are not classified as discontinued operations and non-multifamily rental properties and expenses related to land holdings not under active development.
|
|
|
For the year ended December 31,
|
||||||
(in millions)
|
|
2018 compared to 2017
|
|
2017 compared to 2016
|
||||
Property Revenues
|
|
|
|
|
||||
Revenues from non-same store stabilized properties
|
|
$
|
10.7
|
|
|
$
|
24.7
|
|
Revenues from acquisitions
|
|
19.3
|
|
|
2.8
|
|
||
Revenues from development and lease-up properties
|
|
10.5
|
|
|
6.0
|
|
||
|
|
$
|
40.5
|
|
|
$
|
33.5
|
|
Property Expenses
|
|
|
|
|
||||
Expenses from non-same store stabilized properties
|
|
$
|
2.8
|
|
|
$
|
8.8
|
|
Expenses from acquisitions
|
|
7.9
|
|
|
1.3
|
|
||
Expenses from development and lease-up properties
|
|
4.4
|
|
|
2.4
|
|
||
Other
|
|
(0.1
|
)
|
|
—
|
|
||
|
|
$
|
15.0
|
|
|
$
|
12.5
|
|
Property NOI
|
|
|
|
|
||||
NOI from non-same store stabilized properties
|
|
$
|
7.9
|
|
|
$
|
15.9
|
|
NOI from acquisitions
|
|
11.4
|
|
|
1.5
|
|
||
NOI from development and lease-up properties
|
|
6.1
|
|
|
3.6
|
|
||
Other
|
|
0.1
|
|
|
—
|
|
||
|
|
$
|
25.5
|
|
|
$
|
21.0
|
|
|
Year Ended
December 31,
|
|
Change
|
|
Year Ended
December 31,
|
|
Change
|
||||||||||||||||||||||
($ in thousands)
|
2018
|
|
2017
|
|
$
|
|
%
|
|
2017
|
|
2016
|
|
$
|
|
%
|
||||||||||||||
Fee and asset management
|
$
|
7,231
|
|
|
$
|
8,176
|
|
|
$
|
(945
|
)
|
|
(11.6
|
)%
|
|
$
|
8,176
|
|
|
$
|
6,864
|
|
|
$
|
1,312
|
|
|
19.1
|
%
|
Interest and other income
|
2,101
|
|
|
3,011
|
|
|
(910
|
)
|
|
(30.2
|
)
|
|
3,011
|
|
|
2,202
|
|
|
809
|
|
|
36.7
|
%
|
||||||
Income (loss) on deferred compensation plans
|
(6,535
|
)
|
|
16,608
|
|
|
(23,143
|
)
|
|
*
|
|
|
16,608
|
|
|
5,511
|
|
|
11,097
|
|
|
*
|
|
||||||
Total non-property income
|
$
|
2,797
|
|
|
$
|
27,795
|
|
|
$
|
(24,998
|
)
|
|
(89.9
|
)%
|
|
$
|
27,795
|
|
|
$
|
14,577
|
|
|
$
|
13,218
|
|
|
90.7
|
%
|
|
Year Ended
December 31,
|
|
Change
|
|
Year Ended
December 31,
|
|
Change
|
||||||||||||||||||||||
($ in thousands)
|
2018
|
|
2017
|
|
$
|
|
%
|
|
2017
|
|
2016
|
|
$
|
|
%
|
||||||||||||||
Property management
|
$
|
25,581
|
|
|
$
|
25,773
|
|
|
$
|
(192
|
)
|
|
(0.7
|
)%
|
|
$
|
25,773
|
|
|
$
|
25,125
|
|
|
$
|
648
|
|
|
2.6
|
%
|
Fee and asset management
|
4,451
|
|
|
3,903
|
|
|
548
|
|
|
14.0
|
|
|
3,903
|
|
|
3,848
|
|
|
55
|
|
|
1.4
|
|
||||||
General and administrative
|
50,735
|
|
|
50,587
|
|
|
148
|
|
|
0.3
|
|
|
50,587
|
|
|
47,415
|
|
|
3,172
|
|
|
6.7
|
|
||||||
Interest
|
84,263
|
|
|
86,750
|
|
|
(2,487
|
)
|
|
(2.9
|
)
|
|
86,750
|
|
|
93,145
|
|
|
(6,395
|
)
|
|
(6.9
|
)
|
||||||
Depreciation and amortization
|
300,946
|
|
|
263,974
|
|
|
36,972
|
|
|
14.0
|
|
|
263,974
|
|
|
250,146
|
|
|
13,828
|
|
|
5.5
|
|
||||||
Expense (benefit) on deferred compensation plans
|
(6,535
|
)
|
|
16,608
|
|
|
(23,143
|
)
|
|
*
|
|
|
16,608
|
|
|
5,511
|
|
|
11,097
|
|
|
*
|
|
||||||
Total other expenses
|
$
|
459,441
|
|
|
$
|
447,595
|
|
|
$
|
11,846
|
|
|
2.6
|
%
|
|
$
|
447,595
|
|
|
$
|
425,190
|
|
|
$
|
22,405
|
|
|
5.3
|
%
|
|
Year Ended
December 31,
|
|
Change
|
|
Year Ended
December 31,
|
|
Change
|
||||||||||||||||
(in thousands)
|
2018
|
|
2017
|
|
$
|
|
2017
|
|
2016
|
|
$
|
||||||||||||
Loss on early retirement of debt
|
$
|
—
|
|
|
$
|
(323
|
)
|
|
$
|
323
|
|
|
$
|
(323
|
)
|
|
$
|
—
|
|
|
$
|
(323
|
)
|
Gain on sale of operating properties, including land
|
$
|
—
|
|
|
$
|
43,231
|
|
|
$
|
(43,231
|
)
|
|
$
|
43,231
|
|
|
$
|
295,397
|
|
|
$
|
(252,166
|
)
|
Equity in income of joint ventures
|
7,836
|
|
|
6,822
|
|
|
1,014
|
|
|
6,822
|
|
|
7,125
|
|
|
(303
|
)
|
||||||
Income tax expense
|
(1,424
|
)
|
|
(1,224
|
)
|
|
(200
|
)
|
|
(1,224
|
)
|
|
(1,617
|
)
|
|
393
|
|
($ in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Funds from operations
|
|
|
|
|
|
||||||
Net income attributable to common shareholders
(1)
|
$
|
156,128
|
|
|
$
|
196,422
|
|
|
$
|
819,823
|
|
Real estate depreciation and amortization, including discontinued operations
|
294,283
|
|
|
257,540
|
|
|
248,235
|
|
|||
Adjustments for unconsolidated joint ventures
|
8,976
|
|
|
8,903
|
|
|
9,194
|
|
|||
Gain on sale of operating properties, net of tax
|
—
|
|
|
(43,231
|
)
|
|
(294,954
|
)
|
|||
Gain on sale of discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
(375,237
|
)
|
|||
Income allocated to non-controlling interests
|
4,595
|
|
|
4,438
|
|
|
18,403
|
|
|||
Funds from operations
|
$
|
463,982
|
|
|
$
|
424,072
|
|
|
$
|
425,464
|
|
|
|
|
|
|
|
||||||
Less: recurring capitalized expenditures
|
(72,296
|
)
|
|
(64,758
|
)
|
|
(59,084
|
)
|
|||
Adjusted funds from operations
|
$
|
391,686
|
|
|
$
|
359,314
|
|
|
$
|
366,380
|
|
|
|
|
|
|
|
||||||
Weighted average shares – basic
|
95,208
|
|
|
91,499
|
|
|
89,580
|
|
|||
Incremental shares issuable from assumed conversion of:
|
|
|
|
|
|
||||||
Common share options and awards granted
|
158
|
|
|
211
|
|
|
323
|
|
|||
Common units
|
1,835
|
|
|
1,884
|
|
|
1,891
|
|
|||
Weighted average shares – diluted
|
97,201
|
|
|
93,594
|
|
|
91,794
|
|
(1)
|
Net income attributable to common shareholders for the year ended December 31, 2017 included approximately $5.0 million of storm-related expenses related to Hurricanes Harvey and Irma.
|
•
|
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 equity.
|
•
|
normal recurring operating expenses;
|
•
|
current debt service requirements, including debt maturities;
|
•
|
recurring capital expenditures;
|
•
|
reposition expenditures;
|
•
|
funding of property developments, redevelopments, acquisitions, and joint venture investments; and
|
•
|
the minimum dividend payments required to maintain our REIT qualification under the Code.
|
|
|
December 31,
|
||||||
(in millions)
|
|
2018
|
|
2017
|
||||
Expenditures for new development, including land
|
|
$
|
177.9
|
|
|
$
|
163.1
|
|
Capital expenditures
|
|
83.6
|
|
|
70.3
|
|
||
Reposition expenditures
|
|
49.8
|
|
|
38.1
|
|
||
Capitalized interest, real estate taxes, and other capitalized indirect costs
|
|
24.3
|
|
|
25.3
|
|
||
Redevelopment expenditures
|
|
23.6
|
|
|
2.3
|
|
||
Total
|
|
$
|
359.2
|
|
|
$
|
299.1
|
|
|
|
December 31,
|
||||||
(in millions)
|
|
2017
|
|
2016
|
||||
Expenditures for new development, including land
|
|
$
|
163.1
|
|
|
$
|
220.4
|
|
Capital expenditures
|
|
70.3
|
|
|
69.7
|
|
||
Reposition expenditures
|
|
38.1
|
|
|
23.1
|
|
||
Capitalized interest, real estate taxes, and other capitalized indirect costs
|
|
25.3
|
|
|
29.8
|
|
||
Redevelopment expenditures
|
|
2.3
|
|
|
—
|
|
||
Total
|
|
$
|
299.1
|
|
|
$
|
343.0
|
|
(in millions)
|
Total
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
||||||||||||||
Debt maturities
(1)
|
$
|
2,321.6
|
|
|
$
|
437.3
|
|
|
$
|
(1.9
|
)
|
|
$
|
248.5
|
|
|
$
|
448.8
|
|
|
$
|
249.8
|
|
|
$
|
939.1
|
|
Interest payments
(2)
|
435.7
|
|
|
84.6
|
|
|
75.0
|
|
|
68.7
|
|
|
59.5
|
|
|
43.0
|
|
|
104.9
|
|
|||||||
Non-cancelable lease payments
|
18.8
|
|
|
2.9
|
|
|
3.0
|
|
|
3.1
|
|
|
2.7
|
|
|
2.6
|
|
|
4.5
|
|
|||||||
|
$
|
2,776.1
|
|
|
$
|
524.8
|
|
|
$
|
76.1
|
|
|
$
|
320.3
|
|
|
$
|
511.0
|
|
|
$
|
295.4
|
|
|
$
|
1,048.5
|
|
(1)
|
Includes amortization of debt discounts and debt issuance costs, net of scheduled principal payments.
|
(2)
|
Includes contractual interest payments for our senior unsecured notes and secured notes. The interest payments on our unsecured term loan with floating interest rates were calculated based on the interest rates in effect as of
December 31, 2018
.
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||||
|
Amount
(in millions)
|
|
Weighted
Average
Maturity
(in years)
|
|
Weighted
Average
Interest
Rate
|
|
% Of
Total
|
|
Amount
(in millions)
|
|
Weighted
Average
Maturity
(in years)
|
|
Weighted
Average
Interest
Rate
|
|
% Of
Total
|
||||||||||
Fixed rate debt
|
$
|
2,222.0
|
|
|
5.0
|
|
|
4.3
|
%
|
|
95.7
|
%
|
|
$
|
2,029.6
|
|
|
4.6
|
|
|
4.5
|
%
|
|
92.1
|
%
|
Variable rate debt
|
99.6
|
|
|
3.0
|
|
|
3.3
|
%
|
|
4.3
|
%
|
|
175.0
|
|
|
0.8
|
|
|
1.9
|
%
|
|
7.9
|
%
|
•
|
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 receipts and expenditures of the Company are being made only in accordance with authorizations of management and Board of Trust Managers 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.
|
/s/ DELOITTE & TOUCHE LLP
|
|
Houston, Texas
|
February 15, 2019
|
(1) Financial Statements:
|
|
|
|
|
|
(2) Financial Statement Schedules:
|
|
|
|
Exhibit No.
|
|
Description
|
|
Filed Herewith or Incorporated Herein by Reference (1)
|
|
|
|
||
3.1
|
|
Amended and Restated Declaration of Trust of Camden Property Trust (2)
|
|
Exhibit 3.1 to Form 10-K for the year ended December 31, 1993 - Rule 311-P
|
|
|
|
||
|
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
|
|
|
|
|
|
|
|
Amendment to the Amended and Restated Declaration of Trust of Camden Property Trust
|
|
Exhibit 3.1 to Form 8-K filed on May 14, 2012
|
|
|
|
|
||
|
Third Amended and Restated Bylaws of Camden Property Trust
|
|
Exhibit 99.1 to Form 8-K filed on March 12, 2013
|
|
|
|
|
||
4.1
|
|
Specimen certificate for Common Shares of Beneficial Interest (2)
|
|
Form S-11 filed on September 15, 1993 (Registration No. 33-68736) - Rule 311-P
|
|
|
|
|
|
|
Indenture for Senior Debt Securities dated as of February 11, 2003 between Camden Property Trust and U. S. Bank National Association, as successor to SunTrust Bank, as Trustee
|
|
Exhibit 4.1 to Form S-3 filed on February 12, 2003 (Registration No. 333-103119)
|
|
|
|
|
|
|
|
First Supplemental Indenture dated as of May 4, 2007 between the Company and U.S. Bank National Association, as successor to SunTrust Bank, as Trustee
|
|
Exhibit 4.2 to Form 8-K filed on May 7, 2007
|
|
|
|
|
|
|
|
Second Supplemental Indenture dated as of June 3, 2011 between the Company and U.S. Bank National Association, as successor to SunTrust Bank, as Trustee
|
|
Exhibit 4.3 to Form 8-K filed on June 3, 2011
|
|
|
|
|
|
|
|
Third Supplemental Indenture dated as of October 4, 2018 between the Company and U.S. Bank National Association, as successor to SunTrust Bank, as Trustee
|
|
Exhibit 4.4 to Form 8-K filed on October 4, 2018
|
|
|
|
|
|
|
|
Registration Rights Agreement dated as of February 28, 2005 between Camden Property Trust and the holders named therein
|
|
Form S-4 filed on November 24, 2004 (Registration No. 333-120733)
|
|
|
|
|
|
|
|
Form of Camden Property Trust 4.625% Note due 2021
|
|
Exhibit 4.4 to Form 8-K filed on June 3, 2011
|
|
|
|
|
|
|
|
Form of Camden Property Trust 2.95% Note due 2022
|
|
Exhibit 4.4 to Form 8-K filed on December 7, 2012
|
|
|
|
|
|
|
|
Form of Camden Property Trust 4.875% Note due 2023
|
|
Exhibit 4.5 to Form 8-K filed on June 3, 2011
|
|
|
|
|
|
|
|
Form of Camden Property Trust 4.250% Notes due 2024
|
|
Exhibit 4.1 to Form 8-K filed on December 2, 2013
|
|
|
|
|
|
|
|
Form of Camden Property Trust 3.50% Notes due 2024
|
|
Exhibit 4.1 to Form 8-K filed on September 12, 2014
|
|
|
|
|
|
|
|
Form of Camden Property Trust 4.100% Notes due 2028
|
|
Exhibit 4.5 to Form 8-K filed on October 4, 2018
|
|
|
|
|
|
|
10.1
|
|
Form of Indemnification Agreement between Camden Property Trust and certain of its trust managers and executive officers (2)
|
|
Form S-11 filed on July 9, 1993 (Registration No. 33-63588) - Rule 311-P
|
|
|
|
|
|
|
Second Amended and Restated Employment Agreement dated July 11, 2003 between Camden Property Trust and Richard J. Campo
|
|
Exhibit 10.1 to Form 10-Q for the quarter ended June 30, 2003
|
|
|
|
|
|
|
|
Second Amended and Restated Employment Agreement dated July 11, 2003 between Camden Property Trust and D. Keith Oden
|
|
Exhibit 10.2 to Form 10-Q for the quarter ended June 30, 2003
|
|
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
Filed Herewith or Incorporated Herein by Reference (1)
|
|
Form of First Amendment to Second Amended and Restated Employment Agreements, effective as of January 1, 2008, between Camden Property Trust and each of Richard J. Campo and D. Keith Oden
|
|
Exhibit 99.1 to Form 8-K filed on November 30, 2007
|
|
|
|
|
|
|
|
Second Amendment to Second Amended and Restated Employment Agreement, dated as of March 14, 2008, between Camden Property Trust and D. Keith Oden
|
|
Exhibit 99.1 to Form 8-K filed on March 18, 2008
|
|
|
|
|
|
|
|
Form of Employment Agreement by and between Camden Property Trust and certain senior executive officers
|
|
Exhibit 10.13 to Form 10-K for the year ended December 31, 1996
|
|
|
|
|
|
|
|
Second Amended and Restated Employment Agreement, dated November 3, 2008, between Camden Property Trust and H. Malcolm Stewart
|
|
Exhibit 99.1 to Form 8-K filed on November 4, 2008
|
|
|
|
|
|
|
|
Second Amended and Restated Camden Property Trust Key Employee Share Option Plan (KEYSOP
™
), effective as of January 1, 2008
|
|
Exhibit 99.5 to Form 8-K filed on November 30, 2007
|
|
|
|
|
|
|
|
Amendment No. 1 to Second Amended and Restated Camden Property Trust Key Employee Share Option Plan, effective as of January 1, 2008
|
|
Exhibit 99.1 to Form 8-K filed on December 8, 2008
|
|
|
|
|
|
|
|
Form of Amended and Restated Master Exchange Agreement between Camden Property Trust and certain key employees
|
|
Exhibit 10.7 to Form 10-K for the year ended December 31, 2003
|
|
|
|
|
|
|
|
Form of Amended and Restated Master Exchange Agreement between Camden Property Trust and certain trust managers
|
|
Exhibit 10.8 to Form 10-K for the year ended December 31, 2003
|
|
|
|
|
|
|
|
Form of Amended and Restated Master Exchange Agreement between Camden Property Trust and certain key employees
|
|
Exhibit 10.9 to Form 10-K for the year ended December 31, 2003
|
|
|
|
|
|
|
|
Form of Master Exchange Agreement between Camden Property Trust and certain trust managers
|
|
Exhibit 10.10 to Form 10-K for the year ended December 31, 2003
|
|
|
|
|
|
|
|
Form of Amendment No. 1 to Amended and Restated Master Exchange Agreement (Trust Managers) effective November 27, 2007
|
|
Exhibit 10.1 to Form 10-Q filed on July 30, 2010
|
|
|
|
|
|
|
|
Form of Amendment No. 1 to Amended and Restated Master Exchange Agreement (Key Employees) effective November 27, 2007
|
|
Exhibit 10.2 to Form 10-Q filed on July 30, 2010
|
|
|
|
|
|
|
|
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)
|
|
|
|
|
|
|
|
First Amendment to Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P., dated as of February 23, 1999
|
|
Exhibit 99.2 to Form 8-K filed on March 10, 1999
|
|
|
|
|
|
|
|
Form of Second Amendment to Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P., dated as of August 13, 1999
|
|
Exhibit 10.15 to Form 10-K for the year ended December 31, 1999
|
|
|
|
|
|
|
|
Form of Third Amendment to Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P., dated as of September 7, 1999
|
|
Exhibit 10.16 to Form 10-K for the year ended December 31, 1999
|
|
|
|
|
||
|
Form of Fourth Amendment to Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P., dated as of January 7, 2000
|
|
Exhibit 10.17 to Form 10-K for the year ended December 31, 1999
|
|
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
Filed Herewith or Incorporated Herein by Reference (1)
|
|
Form of Amendment to Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P., dated as of December 1, 2003
|
|
Exhibit 10.19 to Form 10-K for the year ended December 31, 2003
|
|
|
|
|
||
|
Amended and Restated 1993 Share Incentive Plan of Camden Property Trust
|
|
Exhibit 10.18 to Form 10-K for the year ended December 31, 1999
|
|
|
|
|
|
|
|
Amended and Restated Camden Property Trust 1999 Employee Share Purchase Plan
|
|
Exhibit 10.1 to Form 10-Q for the quarter ended June 30, 2014
|
|
|
|
|
||
|
Amended and Restated 2002 Share Incentive Plan of Camden Property Trust
|
|
Exhibit 10.1 to Form 10-Q for the quarter ended March 31, 2002
|
|
|
|
|
|
|
|
Camden Property Trust 2018 Employee Share Purchase Plan
|
|
Exhibit 99.2 to Form 8-K filed on May 17, 2018
|
|
|
|
|
||
|
Amendment to Amended and Restated 2002 Share Incentive Plan of Camden Property Trust
|
|
Exhibit 99.1 to Form 8-K filed on May 4, 2006
|
|
|
|
|
|
|
|
Amendment to Amended and Restated 2002 Share Incentive Plan of Camden Property Trust, effective as of January 1, 2008
|
|
Exhibit 99.1 to Form 8-K filed on July 29, 2008
|
|
|
|
|
||
|
Camden Property Trust 2011 Share Incentive Plan, effective as of May 11, 2011
|
|
Exhibit 99.1 to Form 8-K filed on May 12, 2011
|
|
|
|
|
|
|
|
Amendment No. 1 to 2011 Share Incentive Plan of Camden Property Trust, dated as of July 31, 2012
|
|
Exhibit 99.1 to Form 8-K filed on August 6, 2012
|
|
|
|
|
|
|
|
Amendment No. 2 to the 2011 Share Incentive Plan of Camden Property Trust, dated as of July 30, 2013
|
|
Exhibit 99.1 to Form 8-K filed on August 5, 2013
|
|
|
|
|
|
|
|
Amendment No. 3 to the 2011 Share Incentive Plan of Camden Property Trust, dated as of October 28, 2015
|
|
Exhibit 99.1 to Form 8-K filed on October 29, 2015
|
|
|
|
|
|
|
|
Camden Property Trust 2018 Share Incentive Plan, effective as of May 17, 2018
|
|
Exhibit 99.1 to Form 8-K filed on May 17, 2018
|
|
|
|
|
|
|
|
Camden Property Trust Short Term Incentive Plan
|
|
Exhibit 10.2 to Form 10-Q for the quarter ended March 31, 2002
|
|
|
|
|
||
|
Second Amended and Restated Camden Property Trust Non-Qualified Deferred Compensation Plan
|
|
Exhibit 99.1 to Form 8-K filed on February 21, 2014
|
|
|
|
|
|
|
|
Amended and Restated Camden Property Trust Non-Qualified Deferred Compensation Plan
|
|
Filed Herewith
|
|
|
|
|
|
|
|
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 10.5 to Form S-4 filed on November 24, 2004 (Registration No. 333-120733)
|
|
|
|
|
||
|
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 10.6 to Form S-4 filed on November 24, 2004 (Registration No. 333-120733)
|
|
|
|
|
||
|
Agreement, dated as of September 14, 2018, among William F. Paulsen, the 2014 Amended and Restated William B. McGuire Junior Revocable Trust, David F. Tufaro, McGuire Family DE 2012 LP, William B. McGuire, Jr., Susanne H. McGuire, Camden Property Trust, Camden Summit, Inc. and Camden Summit Partnership, L.P.
|
|
Exhibit 99.1 to Form 8-K filed by Camden Property Trust on September 17, 2018 (File No. 1-12110)
|
|
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
Filed Herewith or Incorporated Herein by Reference (1)
|
|
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)
|
|
|
|
|
||
|
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)
|
|
|
|
|
|
|
|
Employment Agreement dated February 15, 1999, by and among William F. Paulsen, Summit Properties Inc. and Summit Management Company, as restated on April 3, 2001
|
|
Exhibit 10.1 to Summit Properties Inc.’s Form 10-Q for the quarter ended June 30, 2001 (File No. 000-12792)
|
|
|
|
|
|
|
|
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)
|
|
|
|
|
||
|
Separation Agreement, dated as of February 28, 2005, between Camden Property Trust and William B. McGuire, Jr.
|
|
Exhibit 99.1 to Form 8-K filed on April 28, 2005
|
|
|
|
|
||
|
Separation Agreement, dated as of February 28, 2005, between Camden Property Trust and William F. Paulsen
|
|
Exhibit 99.2 to Form 8-K filed on April 28, 2005
|
|
|
|
|
|
|
|
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 (3)
|
|
Exhibit 10.5 to Form 10-Q filed on July 30, 2010
|
|
|
|
|
|
|
|
Distribution Agency Agreement, dated May 15, 2017, between Camden Property Trust and Jefferies LLC
|
|
Exhibit 1.1 to Form 8-K filed on May 16, 2017
|
|
|
|
|
|
|
|
Distribution Agency Agreement, dated May 15, 2017, between Camden Property Trust and J.P. Morgan Securities LLC
|
|
Exhibit 1.2 to Form 8-K filed on May 16, 2017
|
|
|
|
|
|
|
|
Distribution Agency Agreement, dated May 15, 2017, between Camden Property Trust and Merrill Lynch, Pierce, Fenner & Smith Incorporated
|
|
Exhibit 1.3 to Form 8-K filed on May 16, 2017
|
|
|
|
|
|
|
|
Distribution Agency Agreement, dated May 15, 2017, between Camden Property Trust and SunTrust Robinson Humphrey, Inc.
|
|
Exhibit 1.4 to Form 8-K filed on May 16, 2017
|
|
|
|
|
|
|
|
Distribution Agency Agreement, dated May 15, 2017, between Camden Property Trust and Wells Fargo Securities, LLC
|
|
Exhibit 1.5 to Form 8-K filed on May 16, 2017
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
Filed Herewith or Incorporated Herein by Reference (1)
|
|
Second Amended and Restated Credit Agreement dated as of August 7, 2015 among Camden Property Trust, Bank of America, N.A., as Administrative Agent, JPMorgan Chase Bank, N.A., as Syndication Agent, Deutsche Bank Securities Inc., PNC Bank National Association, Regions Bank, SunTrust Bank, The Bank of Nova Scotia, U.S. Bank National Association, and Wells Fargo Bank, National Association, as Documentation Agents, Branch Banking and Trust Company, Credit Suisse AG, Cayman Islands Branch, and The Bank of Tokyo-Mitsubishi UFJ, LTD., as Managing Agents, and the other lenders party thereto, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, and J.P. Morgan Securities LLC, as Joint Lead Arrangers and Joint Bookrunners
|
|
Exhibit 99.1 to Form 8-K filed on August 11, 2015
|
|
|
|
|
||
|
List of Significant Subsidiaries
|
|
Filed Herewith
|
|
|
|
|
||
|
Consent of Deloitte & Touche LLP
|
|
Filed Herewith
|
|
|
|
|
|
|
|
Powers of Attorney for Heather J. Brunner, Scott S. Ingraham, Renu Khator, William B. McGuire, Jr., William F. Paulsen, Frances Aldrich Sevilla-Sacasa, Steven A. Webster, and Kelvin R. Westbrook
|
|
Filed Herewith
|
|
|
|
|
||
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act
|
|
Filed Herewith
|
|
|
|
|
|
|
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act
|
|
Filed Herewith
|
|
|
|
|
|
|
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
Filed Herewith
|
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
Filed Herewith
|
|
|
|
||
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
Filed Herewith
|
|
|
|
||
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
Filed Herewith
|
|
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
Filed Herewith
|
|
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
Filed Herewith
|
|
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
Filed Herewith
|
|
|
|
|
|
(1)
|
Unless otherwise indicated, all references to reports or registration statements are to reports or registration statements filed by Camden Property Trust (File No. 1-12110).
|
(2)
|
Pursuant to SEC Release No. 33-10322 and Rule 311 of Regulation S-T, this exhibit was filed in paper before the mandated electronic filing.
|
(3)
|
Portions of the exhibit have been omitted pursuant to a request for confidential treatment.
|
February 15, 2019
|
|
|
|
CAMDEN PROPERTY TRUST
|
||
|
|
|
|
|||
|
|
|
|
By:
|
|
/s/ Michael P. Gallagher
|
|
|
|
|
|
|
Michael P. Gallagher
|
|
|
|
|
|
|
Senior Vice President — Chief Accounting Officer
|
Name
|
|
Title
|
|
Date
|
|
|
|
||
/s/ Richard J. Campo
|
|
Chairman of the Board of Trust
|
|
February 15, 2019
|
Richard J. Campo
|
|
Managers and Chief Executive
Officer (Principal Executive Officer)
|
|
|
|
|
|
||
/s/ D. Keith Oden
|
|
President and Trust Manager
|
|
February 15, 2019
|
D. Keith Oden
|
|
|
|
|
|
|
|
||
/s/ Alexander J. Jessett
|
|
Executive Vice President - Finance,
|
|
February 15, 2019
|
Alexander J. Jessett
|
|
Chief Financial Officer and Treasurer (Principal
Financial Officer)
|
|
|
|
|
|
||
/s/ Michael P. Gallagher
|
|
Senior Vice President - Chief Accounting
|
|
February 15, 2019
|
Michael P. Gallagher
|
|
Officer (Principal Accounting
Officer)
|
|
|
|
|
|
|
|
*
|
|
|
||
Heather J. Brunner
|
|
Trust Manager
|
|
February 15, 2019
|
|
|
|
|
|
*
|
|
|
||
Scott S. Ingraham
|
|
Trust Manager
|
|
February 15, 2019
|
|
|
|
|
|
*
|
|
|
||
Renu Khator
|
|
Trust Manager
|
|
February 15, 2019
|
|
|
|
|
|
*
|
|
|
|
|
William B. McGuire, Jr.
|
|
Trust Manager
|
|
February 15, 2019
|
|
|
|
|
|
*
|
|
|
||
William F. Paulsen
|
|
Trust Manager
|
|
February 15, 2019
|
|
|
|
|
|
*
|
|
|
||
Frances Aldrich Sevilla-Sacasa
|
|
Trust Manager
|
|
February 15, 2019
|
|
|
|
|
|
*
|
|
|
||
Steven A. Webster
|
|
Trust Manager
|
|
February 15, 2019
|
|
|
|
|
|
*
|
|
|
||
Kelvin R. Westbrook
|
|
Trust Manager
|
|
February 15, 2019
|
|
|
|
|
|
*By: /s/ Alexander J. Jessett
|
|
|
||
Alexander J. Jessett
Attorney-in-fact
|
|
|
|
|
/s/ DELOITTE & TOUCHE LLP
|
|
Houston, Texas
|
February 15, 2019
|
|
We have served as the Company's auditor since 1993.
|
|
December 31,
|
||||||
(in thousands, except per share amounts)
|
2018
|
|
2017
|
||||
Assets
|
|
|
|
||||
Real estate assets, at cost
|
|
|
|
||||
Land
|
$
|
1,098,526
|
|
|
$
|
1,021,031
|
|
Buildings and improvements
|
6,935,971
|
|
|
6,269,481
|
|
||
|
$
|
8,034,497
|
|
|
$
|
7,290,512
|
|
Accumulated depreciation
|
(2,403,149
|
)
|
|
(2,118,839
|
)
|
||
Net operating real estate assets
|
$
|
5,631,348
|
|
|
$
|
5,171,673
|
|
Properties under development, including land
|
293,978
|
|
|
377,231
|
|
||
Investments in joint ventures
|
22,283
|
|
|
27,237
|
|
||
Total real estate assets
|
$
|
5,947,609
|
|
|
$
|
5,576,141
|
|
Accounts receivable – affiliates
|
22,920
|
|
|
24,038
|
|
||
Other assets, net
|
205,454
|
|
|
195,764
|
|
||
Cash and cash equivalents
|
34,378
|
|
|
368,492
|
|
||
Restricted cash
|
9,225
|
|
|
9,313
|
|
||
Total assets
|
$
|
6,219,586
|
|
|
$
|
6,173,748
|
|
Liabilities and equity
|
|
|
|
||||
Liabilities
|
|
|
|
||||
Notes payable
|
|
|
|
||||
Unsecured
|
$
|
1,836,427
|
|
|
$
|
1,338,628
|
|
Secured
|
485,176
|
|
|
865,970
|
|
||
Accounts payable and accrued expenses
|
146,866
|
|
|
128,313
|
|
||
Accrued real estate taxes
|
54,358
|
|
|
51,383
|
|
||
Distributions payable
|
74,982
|
|
|
72,943
|
|
||
Other liabilities
|
183,999
|
|
|
154,567
|
|
||
Total liabilities
|
$
|
2,781,808
|
|
|
$
|
2,611,804
|
|
Commitments and contingencies (Note 15)
|
|
|
|
||||
Non-qualified deferred compensation share awards
|
52,674
|
|
|
77,230
|
|
||
Equity
|
|
|
|
||||
Common shares of beneficial interest; $0.01 par value per share; 175,000 shares authorized; 105,503 and 105,489 issued; 103,080 and 102,769 outstanding at December 31, 2018 and 2017, respectively
|
1,031
|
|
|
1,028
|
|
||
Additional paid-in capital
|
4,154,763
|
|
|
4,137,161
|
|
||
Distributions in excess of net income attributable to common shareholders
|
(495,496
|
)
|
|
(368,703
|
)
|
||
Treasury shares, at cost (9,841 and 10,073 common shares, at December 31, 2018 and 2017, respectively)
|
(355,804
|
)
|
|
(364,066
|
)
|
||
Accumulated other comprehensive income (loss)
|
6,929
|
|
|
(57
|
)
|
||
Total common equity
|
$
|
3,311,423
|
|
|
$
|
3,405,363
|
|
Non-controlling interests
|
73,681
|
|
|
79,351
|
|
||
Total equity
|
$
|
3,385,104
|
|
|
$
|
3,484,714
|
|
Total liabilities and equity
|
$
|
6,219,586
|
|
|
$
|
6,173,748
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands, except per share amounts)
|
2018
|
|
2017
|
|
2016
|
||||||
Property revenues
|
|
|
|
|
|
||||||
Rental revenues
|
$
|
842,047
|
|
|
$
|
770,540
|
|
|
$
|
750,597
|
|
Other property revenues
|
112,458
|
|
|
130,356
|
|
|
125,850
|
|
|||
Total property revenues
|
$
|
954,505
|
|
|
$
|
900,896
|
|
|
$
|
876,447
|
|
Property expenses
|
|
|
|
|
|
||||||
Property operating and maintenance
|
$
|
220,732
|
|
|
$
|
217,817
|
|
|
$
|
206,780
|
|
Real estate taxes
|
122,847
|
|
|
110,925
|
|
|
104,575
|
|
|||
Total property expenses
|
$
|
343,579
|
|
|
$
|
328,742
|
|
|
$
|
311,355
|
|
Non-property income
|
|
|
|
|
|
||||||
Fee and asset management
|
$
|
7,231
|
|
|
$
|
8,176
|
|
|
$
|
6,864
|
|
Interest and other income
|
2,101
|
|
|
3,011
|
|
|
2,202
|
|
|||
Income (loss) on deferred compensation plans
|
(6,535
|
)
|
|
16,608
|
|
|
5,511
|
|
|||
Total non-property income
|
$
|
2,797
|
|
|
$
|
27,795
|
|
|
$
|
14,577
|
|
Other expenses
|
|
|
|
|
|
||||||
Property management
|
$
|
25,581
|
|
|
$
|
25,773
|
|
|
$
|
25,125
|
|
Fee and asset management
|
4,451
|
|
|
3,903
|
|
|
3,848
|
|
|||
General and administrative
|
50,735
|
|
|
50,587
|
|
|
47,415
|
|
|||
Interest
|
84,263
|
|
|
86,750
|
|
|
93,145
|
|
|||
Depreciation and amortization
|
300,946
|
|
|
263,974
|
|
|
250,146
|
|
|||
Expense (benefit) on deferred compensation plans
|
(6,535
|
)
|
|
16,608
|
|
|
5,511
|
|
|||
Total other expenses
|
$
|
459,441
|
|
|
$
|
447,595
|
|
|
$
|
425,190
|
|
Loss on early retirement of debt
|
—
|
|
|
(323
|
)
|
|
—
|
|
|||
Gain on sale of operating properties, including land
|
—
|
|
|
43,231
|
|
|
295,397
|
|
|||
Equity in income of joint ventures
|
7,836
|
|
|
6,822
|
|
|
7,125
|
|
|||
Income from continuing operations before income taxes
|
$
|
162,118
|
|
|
$
|
202,084
|
|
|
$
|
457,001
|
|
Income tax expense
|
(1,424
|
)
|
|
(1,224
|
)
|
|
(1,617
|
)
|
|||
Income from continuing operations
|
$
|
160,694
|
|
|
$
|
200,860
|
|
|
$
|
455,384
|
|
Income from discontinued operations
|
—
|
|
|
—
|
|
|
7,605
|
|
|||
Gain on sale of discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
375,237
|
|
|||
Net income
|
$
|
160,694
|
|
|
$
|
200,860
|
|
|
$
|
838,226
|
|
Less income allocated to non-controlling interests from continuing operations
|
(4,566
|
)
|
|
(4,438
|
)
|
|
(18,403
|
)
|
|||
Net income attributable to common shareholders
|
$
|
156,128
|
|
|
$
|
196,422
|
|
|
$
|
819,823
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands, except per share amounts)
|
2018
|
|
2017
|
|
2016
|
||||||
Earnings per share – basic
|
|
|
|
|
|
||||||
Earnings per common share from continuing operations
|
$
|
1.63
|
|
|
$
|
2.14
|
|
|
$
|
4.81
|
|
Earnings per common share from discontinued operations
|
—
|
|
|
—
|
|
|
4.27
|
|
|||
Total earnings per common share – basic
|
$
|
1.63
|
|
|
$
|
2.14
|
|
|
$
|
9.08
|
|
Earnings per share – diluted
|
|
|
|
|
|
||||||
Earnings per common share from continuing operations
|
$
|
1.63
|
|
|
$
|
2.13
|
|
|
$
|
4.79
|
|
Earnings per common share from discontinued operations
|
—
|
|
|
—
|
|
|
4.26
|
|
|||
Total earnings per common share – diluted
|
$
|
1.63
|
|
|
$
|
2.13
|
|
|
$
|
9.05
|
|
Weighted average number of common shares outstanding – basic
|
95,208
|
|
|
91,499
|
|
|
89,580
|
|
|||
Weighted average number of common shares outstanding – diluted
|
95,366
|
|
|
92,515
|
|
|
89,903
|
|
|||
Net income attributable to common shareholders
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
160,694
|
|
|
$
|
200,860
|
|
|
$
|
455,384
|
|
Less income allocated to non-controlling interests from continuing operations
|
(4,566
|
)
|
|
(4,438
|
)
|
|
(18,403
|
)
|
|||
Income from continuing operations attributable to common shareholders
|
$
|
156,128
|
|
|
$
|
196,422
|
|
|
$
|
436,981
|
|
Income from discontinued operations, including gain on sale
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
382,842
|
|
Net income attributable to common shareholders
|
$
|
156,128
|
|
|
$
|
196,422
|
|
|
$
|
819,823
|
|
Consolidated Statements of Comprehensive Income
|
|
|
|
|
|
||||||
Net income
|
$
|
160,694
|
|
|
$
|
200,860
|
|
|
$
|
838,226
|
|
Other comprehensive income
|
|
|
|
|
|
||||||
Unrealized gain on cash flow hedging activities
|
6,782
|
|
|
1,690
|
|
|
—
|
|
|||
Unrealized gain (loss) and unamortized prior service cost on post retirement obligation
|
450
|
|
|
(20
|
)
|
|
(80
|
)
|
|||
Reclassification of net (gain) loss on cash flow hedging activities, prior service cost and net loss on post retirement obligation
|
(246
|
)
|
|
136
|
|
|
130
|
|
|||
Comprehensive income
|
$
|
167,680
|
|
|
$
|
202,666
|
|
|
$
|
838,276
|
|
Less income allocated to non-controlling interests from continuing operations
|
(4,566
|
)
|
|
(4,438
|
)
|
|
(18,403
|
)
|
|||
Comprehensive income attributable to common shareholders
|
$
|
163,114
|
|
|
$
|
198,228
|
|
|
$
|
819,873
|
|
|
Common Shareholders
|
|
|
|
|
||||||||||||||||||||||
(in thousands, except per share amounts)
|
Common
shares of
beneficial
interest
|
|
Additional
paid-in capital
|
|
Distributions
in excess of
net income
|
|
Treasury
shares, at cost
|
|
Accumulated
other
comprehensive
loss
|
|
Non-controlling
interests
|
|
Total
equity
|
||||||||||||||
Equity, December 31, 2015
|
$
|
976
|
|
|
$
|
3,662,864
|
|
|
$
|
(458,577
|
)
|
|
$
|
(386,793
|
)
|
|
$
|
(1,913
|
)
|
|
$
|
76,339
|
|
|
$
|
2,892,896
|
|
Net income
|
|
|
|
|
819,823
|
|
|
|
|
|
|
18,403
|
|
|
838,226
|
|
|||||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
50
|
|
|
|
|
50
|
|
||||||||||||
Net share awards
|
|
|
15,213
|
|
|
|
|
9,783
|
|
|
|
|
|
|
24,996
|
|
|||||||||||
Employee share purchase plan
|
|
|
944
|
|
|
|
|
753
|
|
|
|
|
|
|
1,697
|
|
|||||||||||
Common share options exercised (45 shares)
|
|
|
1,003
|
|
|
|
|
2,918
|
|
|
|
|
|
|
3,921
|
|
|||||||||||
Change in classification of deferred compensation plan
|
|
|
(13,956
|
)
|
|
|
|
|
|
|
|
|
|
(13,956
|
)
|
||||||||||||
Change in redemption value of non-qualified share awards
|
|
|
|
|
(9,145
|
)
|
|
|
|
|
|
|
|
(9,145
|
)
|
||||||||||||
Diversification of share awards within deferred compensation plan
|
|
|
11,931
|
|
|
13,497
|
|
|
|
|
|
|
|
|
25,428
|
|
|||||||||||
Conversions/redemptions of operating partnership units (8 shares)
|
|
|
290
|
|
|
|
|
|
|
|
|
(370
|
)
|
|
(80
|
)
|
|||||||||||
Cash distributions declared to equity holders ($7.25 per share)
|
|
|
|
|
(654,778
|
)
|
|
|
|
|
|
(13,692
|
)
|
|
(668,470
|
)
|
|||||||||||
Other
|
2
|
|
|
(12
|
)
|
|
|
|
|
|
|
|
|
|
(10
|
)
|
|||||||||||
Equity, December 31, 2016
|
$
|
978
|
|
|
$
|
3,678,277
|
|
|
$
|
(289,180
|
)
|
|
$
|
(373,339
|
)
|
|
$
|
(1,863
|
)
|
|
$
|
80,680
|
|
|
$
|
3,095,553
|
|
Net income
|
|
|
|
|
196,422
|
|
|
|
|
|
|
4,438
|
|
|
200,860
|
|
|||||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
1,806
|
|
|
|
|
1,806
|
|
||||||||||||
Common shares issued (4,778 shares)
|
48
|
|
|
444,990
|
|
|
|
|
|
|
|
|
|
|
445,038
|
|
|||||||||||
Net share awards
|
|
|
15,779
|
|
|
|
|
8,177
|
|
|
|
|
|
|
23,956
|
|
|||||||||||
Employee share purchase plan
|
|
|
1,030
|
|
|
|
|
686
|
|
|
|
|
|
|
1,716
|
|
|||||||||||
Common share options exercised (11 shares)
|
|
|
521
|
|
|
|
|
410
|
|
|
|
|
|
|
931
|
|
|||||||||||
Change in classification of deferred compensation plan
|
|
|
(13,388
|
)
|
|
|
|
|
|
|
|
|
|
(13,388
|
)
|
||||||||||||
Change in redemption value of non-qualified share awards
|
|
|
|
|
(10,038
|
)
|
|
|
|
|
|
|
|
(10,038
|
)
|
||||||||||||
Diversification of share awards within deferred compensation plan
|
|
|
10,159
|
|
|
13,074
|
|
|
|
|
|
|
|
|
23,233
|
|
|||||||||||
Conversions of operating partnership units (3 shares)
|
|
|
117
|
|
|
|
|
|
|
|
|
(117
|
)
|
|
—
|
|
|||||||||||
Cash distributions declared to equity holders ($3.00 per share)
|
|
|
|
|
(278,981
|
)
|
|
|
|
|
|
(5,650
|
)
|
|
(284,631
|
)
|
|||||||||||
Other
|
2
|
|
|
(324
|
)
|
|
|
|
|
|
|
|
|
|
(322
|
)
|
|||||||||||
Equity, December 31, 2017
|
$
|
1,028
|
|
|
$
|
4,137,161
|
|
|
$
|
(368,703
|
)
|
|
$
|
(364,066
|
)
|
|
$
|
(57
|
)
|
|
$
|
79,351
|
|
|
$
|
3,484,714
|
|
|
Common Shareholders
|
|
|
|
|
||||||||||||||||||||||
(in thousands, except per share amounts)
|
Common
shares of
beneficial
interest
|
|
Additional
paid-in capital
|
|
Distributions
in excess of
net income
|
|
Treasury
shares, at cost
|
|
Accumulated
other
comprehensive
loss
|
|
Non-controlling
interests
|
|
Total
equity
|
||||||||||||||
Equity, December 31, 2017
|
$
|
1,028
|
|
|
$
|
4,137,161
|
|
|
$
|
(368,703
|
)
|
|
$
|
(364,066
|
)
|
|
$
|
(57
|
)
|
|
$
|
79,351
|
|
|
$
|
3,484,714
|
|
Net income
|
|
|
|
|
156,128
|
|
|
|
|
|
|
4,566
|
|
|
160,694
|
|
|||||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
6,986
|
|
|
|
|
6,986
|
|
||||||||||||
Net share awards
|
|
|
13,720
|
|
|
|
|
7,961
|
|
|
|
|
|
|
21,681
|
|
|||||||||||
Employee share purchase plan
|
|
|
826
|
|
|
|
|
554
|
|
|
|
|
|
|
1,380
|
|
|||||||||||
Common share options exercised (8 shares)
|
|
|
41
|
|
|
|
|
—
|
|
|
|
|
|
|
41
|
|
|||||||||||
Change in classification of deferred compensation plan
|
|
|
(16,407
|
)
|
|
|
|
|
|
|
|
|
|
(16,407
|
)
|
||||||||||||
Change in redemption value of non-qualified share awards
|
|
|
|
|
669
|
|
|
|
|
|
|
|
|
669
|
|
||||||||||||
Diversification of share awards within deferred compensation plan
|
|
|
29,379
|
|
|
10,915
|
|
|
|
|
|
|
|
|
40,294
|
|
|||||||||||
Common shares repurchased
|
|
|
|
|
|
|
(253
|
)
|
|
|
|
|
|
(253
|
)
|
||||||||||||
Conversions/redemptions of operating partnership units (2 shares)
|
|
|
(9,781
|
)
|
|
|
|
|
|
|
|
(4,634
|
)
|
|
(14,415
|
)
|
|||||||||||
Cash distributions declared to equity holders ($3.08 per share)
|
|
|
|
|
(294,505
|
)
|
|
|
|
|
|
(5,602
|
)
|
|
(300,107
|
)
|
|||||||||||
Other
|
3
|
|
|
(176
|
)
|
|
|
|
|
|
|
|
|
|
(173
|
)
|
|||||||||||
Equity, December 31, 2018
|
$
|
1,031
|
|
|
$
|
4,154,763
|
|
|
$
|
(495,496
|
)
|
|
$
|
(355,804
|
)
|
|
$
|
6,929
|
|
|
$
|
73,681
|
|
|
$
|
3,385,104
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Cash flows from operating activities
|
|
|
|
|
|
||||||
Net income
|
$
|
160,694
|
|
|
$
|
200,860
|
|
|
$
|
838,226
|
|
Net income from discontinued operations, including gain on sale
|
—
|
|
|
—
|
|
|
(382,842
|
)
|
|||
Adjustments to reconcile net income to net cash from operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
300,946
|
|
|
263,974
|
|
|
250,146
|
|
|||
Loss on early retirement of debt
|
—
|
|
|
323
|
|
|
—
|
|
|||
Gain on sale of operating properties, including land
|
—
|
|
|
(43,231
|
)
|
|
(295,397
|
)
|
|||
Distributions of income from joint ventures
|
7,736
|
|
|
6,851
|
|
|
7,057
|
|
|||
Equity in income of joint ventures
|
(7,836
|
)
|
|
(6,822
|
)
|
|
(7,125
|
)
|
|||
Share-based compensation
|
16,749
|
|
|
17,547
|
|
|
20,123
|
|
|||
Receipts for settlement of forward interest rate swaps
|
15,905
|
|
|
—
|
|
|
—
|
|
|||
Net change in operating accounts and other
|
9,553
|
|
|
(4,846
|
)
|
|
281
|
|
|||
Net cash from continuing operating activities
|
$
|
503,747
|
|
|
$
|
434,656
|
|
|
$
|
430,469
|
|
Net cash from discontinued operating activities
|
—
|
|
|
—
|
|
|
12,594
|
|
|||
Net cash from operating activities
|
$
|
503,747
|
|
|
$
|
434,656
|
|
|
$
|
443,063
|
|
Cash flows from investing activities
|
|
|
|
|
|
||||||
Development and capital improvements, including land
|
$
|
(359,230
|
)
|
|
$
|
(299,086
|
)
|
|
$
|
(342,952
|
)
|
Acquisition of operating property
|
(290,005
|
)
|
|
(58,267
|
)
|
|
—
|
|
|||
Proceeds from sales of operating properties, including land
|
11,296
|
|
|
76,902
|
|
|
515,754
|
|
|||
Purchase of short-term investments
|
—
|
|
|
—
|
|
|
(100,000
|
)
|
|||
Increase in non-real estate assets
|
(14,503
|
)
|
|
(5,128
|
)
|
|
(2,580
|
)
|
|||
Decrease (increase) in notes receivable
|
9,475
|
|
|
(1,988
|
)
|
|
(4,063
|
)
|
|||
Maturity of short-term investments
|
—
|
|
|
100,000
|
|
|
—
|
|
|||
Other
|
2,046
|
|
|
(2,187
|
)
|
|
3,161
|
|
|||
Net cash from continuing investing activities
|
$
|
(640,921
|
)
|
|
$
|
(189,754
|
)
|
|
$
|
69,320
|
|
Proceeds from discontinued operations, including land
|
—
|
|
|
—
|
|
|
622,982
|
|
|||
Net cash from discontinued investing activities
|
—
|
|
|
—
|
|
|
(1,890
|
)
|
|||
Net cash from investing activities
|
$
|
(640,921
|
)
|
|
$
|
(189,754
|
)
|
|
$
|
690,412
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Cash flows from financing activities
|
|
|
|
|
|
||||||
Borrowings on unsecured credit facility and other short-term borrowings
|
$
|
342,000
|
|
|
$
|
465,000
|
|
|
$
|
1,305,000
|
|
Repayments on unsecured credit facility and other short-term borrowings
|
(342,000
|
)
|
|
(465,000
|
)
|
|
(1,549,000
|
)
|
|||
Repayment of notes payable
|
(381,438
|
)
|
|
(278,999
|
)
|
|
(3,077
|
)
|
|||
Distributions to common shareholders and non-controlling interests
|
(298,005
|
)
|
|
(280,761
|
)
|
|
(663,363
|
)
|
|||
Proceeds from notes payable
|
495,545
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from issuance of common shares
|
—
|
|
|
445,038
|
|
|
—
|
|
|||
Repurchase of common shares and redemption of units
|
(14,668
|
)
|
|
—
|
|
|
—
|
|
|||
Other
|
1,538
|
|
|
1,799
|
|
|
6,203
|
|
|||
Net cash from financing activities
|
$
|
(197,028
|
)
|
|
$
|
(112,923
|
)
|
|
$
|
(904,237
|
)
|
Net increase (decrease) in cash, cash equivalents, and restricted cash
|
(334,202
|
)
|
|
131,979
|
|
|
229,238
|
|
|||
Cash, cash equivalents, and restricted cash, beginning of year
|
377,805
|
|
|
245,826
|
|
|
16,588
|
|
|||
Cash, cash equivalents, and restricted cash, end of year
|
$
|
43,603
|
|
|
$
|
377,805
|
|
|
$
|
245,826
|
|
Reconciliation of cash, cash equivalents, and restricted cash to the Consolidated Balance Sheet
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
34,378
|
|
|
$
|
368,492
|
|
|
$
|
237,364
|
|
Restricted cash
|
9,225
|
|
|
9,313
|
|
|
8,462
|
|
|||
Total cash, cash equivalents, and restricted cash, end of year
|
43,603
|
|
|
377,805
|
|
|
245,826
|
|
|||
Supplemental information
|
|
|
|
|
|
||||||
Cash paid for interest, net of interest capitalized
|
$
|
81,299
|
|
|
$
|
88,654
|
|
|
$
|
93,302
|
|
Cash paid for income taxes
|
1,951
|
|
|
1,705
|
|
|
2,424
|
|
|||
Supplemental schedule of noncash investing and financing activities
|
|
|
|
|
|
||||||
Distributions declared but not paid
|
$
|
74,982
|
|
|
$
|
72,943
|
|
|
$
|
69,161
|
|
Value of shares issued under benefit plans, net of cancellations
|
17,253
|
|
|
18,061
|
|
|
19,006
|
|
|||
Accrual associated with construction and capital expenditures
|
35,588
|
|
|
19,016
|
|
|
22,762
|
|
|
Estimated
Useful Life
|
Buildings and improvements
|
5-35 years
|
Furniture, fixtures, equipment and other
|
3-20 years
|
Intangible assets/liabilities (in-place leases and below market leases)
|
underlying lease term
|
•
|
Level 1: Quoted prices for identical instruments in active markets.
|
•
|
Level 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.
|
•
|
Level 3: Significant inputs to the valuation model are unobservable.
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands, except per share amounts)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Earnings per common share calculation – basic
|
|
|
|
|
|
|
||||||
Income from continuing operations attributable to common shareholders
|
|
$
|
156,128
|
|
|
$
|
196,422
|
|
|
$
|
436,981
|
|
Amount allocated to participating securities
|
|
(1,107
|
)
|
|
(660
|
)
|
|
(6,304
|
)
|
|||
Income from continuing operations attributable to common shareholders, net of amount allocated to participating securities
|
|
$
|
155,021
|
|
|
$
|
195,762
|
|
|
$
|
430,677
|
|
Discontinued operations, including gain on sale, attributable to common shareholders
|
|
—
|
|
|
—
|
|
|
382,842
|
|
|||
Net income attributable to common shareholders – basic
|
|
$
|
155,021
|
|
|
$
|
195,762
|
|
|
$
|
813,519
|
|
|
|
|
|
|
|
|
||||||
Earnings per common share from continuing operations
|
|
$
|
1.63
|
|
|
$
|
2.14
|
|
|
$
|
4.81
|
|
Earnings per common share from discontinued operations
|
|
—
|
|
|
—
|
|
|
4.27
|
|
|||
Total earnings per common share – basic
|
|
$
|
1.63
|
|
|
$
|
2.14
|
|
|
$
|
9.08
|
|
|
|
|
|
|
|
|
||||||
Weighted average number of common shares outstanding – basic
|
|
95,208
|
|
|
91,499
|
|
|
89,580
|
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands, except per share amounts)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Earnings per common share calculation – diluted
|
|
|
|
|
|
|
||||||
Income from continuing operations attributable to common shareholders, net of amount allocated to participating securities
|
|
$
|
155,021
|
|
|
$
|
195,762
|
|
|
$
|
430,677
|
|
Income allocated to common units from continuing operations
|
|
—
|
|
|
1,174
|
|
|
—
|
|
|||
Income from continuing operations attributable to common shareholders, as adjusted
|
|
$
|
155,021
|
|
|
$
|
196,936
|
|
|
$
|
430,677
|
|
Discontinued operations, including gain on sale, attributable to common shareholders
|
|
—
|
|
|
—
|
|
|
382,842
|
|
|||
Net income attributable to common shareholders – diluted
|
|
$
|
155,021
|
|
|
$
|
196,936
|
|
|
$
|
813,519
|
|
|
|
|
|
|
|
|
||||||
Earnings per common share from continuing operations
|
|
$
|
1.63
|
|
|
$
|
2.13
|
|
|
$
|
4.79
|
|
Earnings per common share from discontinued operations
|
|
—
|
|
|
—
|
|
|
4.26
|
|
|||
Total earnings per common share – diluted
|
|
$
|
1.63
|
|
|
$
|
2.13
|
|
|
$
|
9.05
|
|
|
|
|
|
|
|
|
||||||
Weighted average number of common shares outstanding – basic
|
|
95,208
|
|
|
91,499
|
|
|
89,580
|
|
|||
Incremental shares issuable from assumed conversion of:
|
|
|
|
|
|
|
||||||
Common share options and share awards granted
|
|
158
|
|
|
211
|
|
|
323
|
|
|||
Common units
|
|
—
|
|
|
805
|
|
|
—
|
|
|||
Weighted average number of common shares outstanding – diluted
|
|
95,366
|
|
|
92,515
|
|
|
89,903
|
|
(in thousands, except per share amounts)
|
Year Ended
December 31, 2017
|
||
Total net consideration
|
$
|
2,513.6
|
|
Common shares sold
|
28.1
|
|
|
Average price per share
|
$
|
90.44
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Common Share Distributions
|
|
|
|
|
|
|
||||||
Ordinary income
|
|
$
|
2.99
|
|
|
$
|
2.38
|
|
|
$
|
—
|
|
Long-term capital gain
|
|
0.09
|
|
|
0.41
|
|
|
5.02
|
|
|||
Unrecaptured Sec. 1250 gain
|
|
—
|
|
|
0.21
|
|
|
2.23
|
|
|||
Total
|
|
$
|
3.08
|
|
|
$
|
3.00
|
|
|
$
|
7.25
|
|
|
|
Year Ended December 31,
|
||
(in thousands)
|
|
2016
|
||
Property revenues
|
|
$
|
19,184
|
|
Property expenses
|
|
(6,898
|
)
|
|
|
|
$
|
12,286
|
|
Property management expense
|
|
(242
|
)
|
|
Depreciation and amortization
|
|
(4,327
|
)
|
|
Income tax expense
|
|
(112
|
)
|
|
Income from discontinued operations
|
|
$
|
7,605
|
|
Gain on sale of discontinued operations, net of tax
|
|
$
|
375,237
|
|
(in millions)
|
2018
|
|
2017
|
||||
Total assets
|
$
|
695.2
|
|
|
$
|
715.9
|
|
Total third-party debt
|
510.7
|
|
|
514.5
|
|
||
Total equity
|
158.4
|
|
|
174.5
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Total revenues
|
$
|
127.4
|
|
|
$
|
121.9
|
|
|
$
|
119.8
|
|
Net income
(1)
|
16.4
|
|
|
13.5
|
|
|
14.8
|
|
|||
Equity in income
(2) (3)
|
7.8
|
|
|
6.8
|
|
|
7.1
|
|
(1)
|
Net income for the years ended
December 31, 2017
includes approximately
$1.3 million
of property expense, respectively, relating to Hurricanes Harvey and Irma in the third quarter of 2017.
|
(2)
|
Equity in income excludes our ownership interest of fee income from various services provided by us to the Funds.
|
(3)
|
Equity in income for the years ended
December 31, 2017
includes our ownership interest of the hurricane related recoveries and expenses of approximately
$0.4 million
, respectively.
|
|
|
December 31,
|
||||||
(in millions)
|
|
2018
|
|
2017
|
||||
Commercial banks
|
|
|
|
|
||||
Term loan, due 2022
|
|
$
|
99.6
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
||
Senior unsecured notes (
1
)
|
|
|
|
|
||||
4.78% Notes, due 2021
|
|
$
|
249.1
|
|
|
$
|
248.7
|
|
3.15% Notes, due 2022
|
|
347.3
|
|
|
346.6
|
|
||
5.07% Notes, due 2023
|
|
248.0
|
|
|
247.6
|
|
||
4.36% Notes, due 2024
|
|
248.7
|
|
|
248.5
|
|
||
3.68% Notes, due 2024
|
|
247.6
|
|
|
247.2
|
|
||
3.74% Notes, due 2028
|
|
396.1
|
|
|
—
|
|
||
|
|
$
|
1,736.8
|
|
|
$
|
1,338.6
|
|
|
|
|
|
|
||||
Total unsecured notes payable
|
|
$
|
1,836.4
|
|
|
$
|
1,338.6
|
|
|
|
|
|
|
||||
Secured notes (
1
)
|
|
|
|
|
||||
4.38% – 5.33% Conventional Mortgage Notes, due 2019 – 2045
|
|
485.2
|
|
|
866.0
|
|
||
Total notes payable
|
|
$
|
2,321.6
|
|
|
$
|
2,204.6
|
|
|
|
|
|
|
||||
Floating rate debt included in unsecured notes (3.34%)
|
|
$
|
99.6
|
|
|
$
|
—
|
|
Floating rate debt included in secured notes (1.92%)
|
|
$
|
—
|
|
|
$
|
175.0
|
|
Value of real estate assets, at cost, subject to secured notes
|
|
$
|
867.9
|
|
|
$
|
1,534.9
|
|
(1)
|
Unamortized debt discounts and debt issuance costs of
$13.9 million
and
$12.3 million
are included in senior unsecured and secured notes payable as of
December 31, 2018
and
2017
, respectively.
|
(in millions)
|
|
Amount
|
|
Weighted Average
Interest Rate
|
|||
2019
|
|
$
|
437.3
|
|
|
5.2
|
%
|
2020
(1)
|
|
(1.9
|
)
|
|
—
|
|
|
2021
|
|
248.5
|
|
|
4.8
|
|
|
2022
|
|
448.8
|
|
|
3.2
|
|
|
2023
|
|
249.8
|
|
|
5.1
|
|
|
Thereafter
|
|
939.1
|
|
|
3.9
|
|
|
Total
|
|
$
|
2,321.6
|
|
|
4.2
|
%
|
(1)
|
Includes only amortization of debt discounts and debt issuance costs, net of scheduled principal payments.
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||||||||||
|
December 31, 2018
(1)
|
|
December 31, 2017
|
|
December 31, 2018
(1)
|
|
December 31, 2017
|
||||||||||||||||
(in millions)
|
Balance Sheet
Location |
|
Fair
Value |
|
Balance Sheet
Location |
|
Fair
Value |
|
Balance Sheet
Location |
|
Fair
Value |
|
Balance Sheet
Location |
|
Fair
Value |
||||||||
Derivatives designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest Rate Swaps
|
Other Assets
|
|
$
|
—
|
|
|
Other Assets
|
|
$
|
2.2
|
|
|
Other Liabilities
|
|
$
|
7.4
|
|
|
Other Liabilities
|
|
$
|
0.5
|
|
(1)
|
The derivatives subject to master netting arrangements are presented on a gross basis on our condensed consolidated balance sheet as of
December 31, 2018
. There were no derivative contracts in a master netting arrangement as of December 31, 2018 and 2017.
|
|
Options
Outstanding
|
|
Weighted
Average
Exercise /
Grant Price
|
|
Nonvested
Share
Awards
Outstanding
|
|
Weighted
Average
Exercise /
Grant Price
|
||||||
Options and nonvested share awards outstanding at December 31, 2017
|
68,978
|
|
|
$
|
61.15
|
|
|
499,898
|
|
|
$
|
75.80
|
|
Granted
|
9,994
|
|
|
78.55
|
|
|
232,478
|
|
|
82.81
|
|
||
Exercised/Vested
|
(78,972
|
)
|
|
63.35
|
|
|
(316,668
|
)
|
|
75.66
|
|
||
Forfeited
|
—
|
|
|
—
|
|
|
(25,027
|
)
|
|
79.83
|
|
||
Total options and nonvested share awards outstanding at December 31, 2018
|
—
|
|
|
$
|
—
|
|
|
390,681
|
|
|
$
|
79.82
|
|
|
|
Year Ended
December 31, 2018 |
|
Year Ended
December 31, 2017 |
|
Year Ended
December 31, 2016
|
Weighted average fair value of options granted
|
|
$4.11
|
|
$5.25
|
|
$6.71
|
Expected volatility
|
|
15.1%
|
|
18.9%
|
|
18.0%
|
Risk-free interest rate
|
|
2.0%
|
|
1.3%
|
|
0.9%
|
Expected dividend yield
|
|
3.3%
|
|
5.5%
|
|
3.8%
|
Expected life
|
|
1 year
|
|
2 years
|
|
3 years
|
|
2018
|
|
2017
|
|
2016
|
||||||
Shares purchased
|
15,330
|
|
|
18,986
|
|
|
20,797
|
|
|||
Weighted average fair value of shares purchased
|
$
|
90.93
|
|
|
$
|
89.89
|
|
|
$
|
82.33
|
|
Expense recorded (in millions)
|
$
|
0.2
|
|
|
$
|
0.3
|
|
|
$
|
0.4
|
|
(in thousands)
|
|
2018
|
|
2017
|
||||
Temporary equity:
|
|
|
|
|
||||
Balance at inception/beginning of period
|
|
$
|
77,230
|
|
|
$
|
77,037
|
|
Change in classification
|
|
16,407
|
|
|
13,388
|
|
||
Change in redemption value
|
|
(669
|
)
|
|
10,038
|
|
||
Diversification of share awards (429 and 261 shares during December 31, 2018 and 2017, respectively)
|
|
(40,294
|
)
|
|
(23,233
|
)
|
||
Balance at December 31
|
|
$
|
52,674
|
|
|
$
|
77,230
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||||||||||
(in millions)
|
Quoted
Prices in
Active Markets
for Identical
Assets (Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
|
|
Quoted
Prices in
Active Markets
for Identical
Assets (Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
|
||||||||||||||||
Other Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Deferred compensation plan investments
(1)
|
$
|
144.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
144.7
|
|
|
$
|
120.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
120.3
|
|
Derivative financial instruments - forward interest rate swap
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.2
|
|
|
—
|
|
|
2.2
|
|
||||||||
Other Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Derivative financial instruments - forward interest rate swaps
|
$
|
—
|
|
|
$
|
7.4
|
|
|
$
|
—
|
|
|
$
|
7.4
|
|
|
$
|
—
|
|
|
$
|
0.5
|
|
|
$
|
—
|
|
|
$
|
0.5
|
|
(1)
|
Approximately
$12.7 million
and
$4.2 million
of participant cash was withdrawn from our deferred compensation plan investments during the years ended
December 31, 2018
and
2017
, respectively. Approximately
$40.3 million
and
$23.2 million
of shares within the deferred compensation plan were diversified into other deferred compensation plan investments during the years ended
December 31, 2018
and 2017, respectively.
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||
(in millions)
|
Carrying
Value
|
|
Estimated
Fair Value
|
|
Carrying
Value
|
|
Estimated
Fair Value
|
||||||||
Fixed rate notes payable
|
$
|
2,222.0
|
|
|
$
|
2,265.4
|
|
|
$
|
2,029.6
|
|
|
$
|
2,106.5
|
|
Floating rate notes payable
|
99.6
|
|
|
99.4
|
|
|
175.0
|
|
|
173.7
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Change in assets:
|
|
|
|
|
|
||||||
Other assets, net
|
$
|
10,364
|
|
|
$
|
(6,724
|
)
|
|
$
|
(3,551
|
)
|
Change in liabilities:
|
|
|
|
|
|
||||||
Accounts payable and accrued expenses
|
(4,133
|
)
|
|
(2,300
|
)
|
|
(2,309
|
)
|
|||
Accrued real estate taxes
|
1,910
|
|
|
2,342
|
|
|
5,526
|
|
|||
Other liabilities
|
(1,486
|
)
|
|
(995
|
)
|
|
(2,361
|
)
|
|||
Other
|
2,898
|
|
|
2,831
|
|
|
2,976
|
|
|||
Change in operating accounts and other
|
$
|
9,553
|
|
|
$
|
(4,846
|
)
|
|
$
|
281
|
|
(in thousands, except per share amounts)
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
Total
(a)
|
||||||||||
2018:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
230,683
|
|
|
$
|
237,133
|
|
|
$
|
241,770
|
|
|
$
|
244,919
|
|
|
$
|
954,505
|
|
Net income attributable to common shareholders
|
39,395
|
|
|
38,671
|
|
|
38,866
|
|
|
39,196
|
|
|
156,128
|
|
|||||
Net income attributable to common shareholders per share – basic
|
0.41
|
|
|
0.40
|
|
|
0.41
|
|
|
0.41
|
|
|
1.63
|
|
|||||
Net income attributable to common shareholders per share – diluted
|
0.41
|
|
|
0.40
|
|
|
0.40
|
|
|
0.41
|
|
|
1.63
|
|
|||||
2017:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
219,521
|
|
|
$
|
223,370
|
|
|
$
|
228,178
|
|
|
$
|
229,827
|
|
|
$
|
900,896
|
|
Net income attributable to common shareholders
|
34,861
|
|
|
39,188
|
|
|
34,384
|
|
|
87,989
|
|
|
196,422
|
|
|||||
Net income attributable to common shareholders per share – basic
|
0.39
|
|
|
0.43
|
|
|
0.38
|
|
(b)
|
0.92
|
|
(c)
|
2.14
|
|
|||||
Net income attributable to common shareholders per share – diluted
|
0.39
|
|
|
0.43
|
|
|
0.38
|
|
(b)
|
0.91
|
|
(c)
|
2.13
|
|
(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
$4,987
, or
$0.05
basic and diluted per share, impact related to expenses due to Hurricanes Harvey and Irma.
|
(c)
|
Includes a
$43,231
, or
$0.46
basic and
$0.45
diluted per share, impact related to a gain on sale of
one
operating property.
|
Camden Property Trust
Real Estate and Accumulated Depreciation As of December 31, 2018 (in thousands) |
|
Schedule III
|
|||||||||||||||||||||||||||||||||||
|
Initial Cost
|
|
|
|
Total Cost
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
Land
|
|
Building/
Construction
in Progress &
Improvements
|
|
Cost
Subsequent to
Acquisition/
Construction
|
|
Land
|
|
Building/
Construction
in Progress &
Improvements
|
|
Total
|
|
Accumulated
Depreciation
|
|
Total Cost,
Net of
Accumulated
Depreciation
|
|
Encumbrances
|
|
Year of
Completion/
Acquisition
|
||||||||||||||||||
Current communities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
ARIZONA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Phoenix/Scottsdale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Camden Chandler
|
$
|
5,511
|
|
|
$
|
62,429
|
|
|
$
|
199
|
|
|
$
|
5,511
|
|
|
$
|
62,628
|
|
|
$
|
68,139
|
|
|
$
|
9,242
|
|
|
$
|
58,897
|
|
|
|
|
2016
|
||
Camden Copper Square
|
4,825
|
|
|
23,672
|
|
|
7,892
|
|
|
4,825
|
|
|
31,564
|
|
|
36,389
|
|
|
19,107
|
|
|
17,282
|
|
|
|
|
2000
|
||||||||||
Camden Foothills
|
11,006
|
|
|
33,712
|
|
|
223
|
|
|
11,006
|
|
|
33,935
|
|
|
44,941
|
|
|
6,135
|
|
|
38,806
|
|
|
|
|
2014
|
||||||||||
Camden Hayden
|
9,248
|
|
|
35,254
|
|
|
150
|
|
|
9,248
|
|
|
35,404
|
|
|
44,652
|
|
|
5,812
|
|
|
38,840
|
|
|
|
|
2015
|
||||||||||
Camden Legacy
|
4,068
|
|
|
26,612
|
|
|
14,159
|
|
|
4,068
|
|
|
40,771
|
|
|
44,839
|
|
|
26,909
|
|
|
17,930
|
|
|
|
|
1998
|
||||||||||
Camden Montierra
|
13,687
|
|
|
31,727
|
|
|
5,671
|
|
|
13,687
|
|
|
37,398
|
|
|
51,085
|
|
|
9,289
|
|
|
41,796
|
|
|
|
|
2012
|
||||||||||
Camden Pecos Ranch
|
3,362
|
|
|
24,492
|
|
|
5,699
|
|
|
3,362
|
|
|
30,191
|
|
|
33,553
|
|
|
9,266
|
|
|
24,287
|
|
|
|
|
2012
|
||||||||||
Camden San Marcos
|
11,520
|
|
|
35,166
|
|
|
6,033
|
|
|
11,520
|
|
|
41,199
|
|
|
52,719
|
|
|
10,536
|
|
|
42,183
|
|
|
|
|
2012
|
||||||||||
Camden San Paloma
|
6,480
|
|
|
23,045
|
|
|
10,382
|
|
|
6,480
|
|
|
33,427
|
|
|
39,907
|
|
|
17,856
|
|
|
22,051
|
|
|
|
|
2002
|
||||||||||
Camden Sotelo
|
3,376
|
|
|
30,576
|
|
|
1,283
|
|
|
3,376
|
|
|
31,859
|
|
|
35,235
|
|
|
6,444
|
|
|
28,791
|
|
|
|
|
2013
|
||||||||||
CALIFORNIA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Los Angeles/Orange County
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Camden Crown Valley
|
9,381
|
|
|
54,210
|
|
|
10,382
|
|
|
9,381
|
|
|
64,592
|
|
|
73,973
|
|
|
34,812
|
|
|
39,161
|
|
|
|
|
2001
|
||||||||||
Camden Glendale
|
21,492
|
|
|
96,158
|
|
|
331
|
|
|
21,492
|
|
|
96,489
|
|
|
117,981
|
|
|
13,770
|
|
|
104,211
|
|
|
|
|
2015
|
||||||||||
Camden Harbor View
|
16,079
|
|
|
127,459
|
|
|
23,253
|
|
|
16,079
|
|
|
150,712
|
|
|
166,791
|
|
|
66,559
|
|
|
100,232
|
|
|
$
|
92,699
|
|
|
2003
|
||||||||
Camden Main and Jamboree
|
17,363
|
|
|
75,387
|
|
|
2,335
|
|
|
17,363
|
|
|
77,722
|
|
|
95,085
|
|
|
20,949
|
|
|
74,136
|
|
|
45,895
|
|
|
2008
|
|||||||||
Camden Martinique
|
28,401
|
|
|
51,861
|
|
|
24,154
|
|
|
28,401
|
|
|
76,015
|
|
|
104,416
|
|
|
46,188
|
|
|
58,228
|
|
|
|
|
1998
|
||||||||||
Camden Sea Palms
|
4,336
|
|
|
9,930
|
|
|
7,641
|
|
|
4,336
|
|
|
17,571
|
|
|
21,907
|
|
|
9,667
|
|
|
12,240
|
|
|
|
|
1998
|
||||||||||
The Camden
|
18,286
|
|
|
118,730
|
|
|
215
|
|
|
18,286
|
|
|
118,945
|
|
|
137,231
|
|
|
13,137
|
|
|
124,094
|
|
|
|
|
2016
|
||||||||||
San Diego/Inland Empire
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Camden Landmark
|
17,339
|
|
|
71,315
|
|
|
2,977
|
|
|
17,339
|
|
|
74,292
|
|
|
91,631
|
|
|
17,087
|
|
|
74,544
|
|
|
|
|
2012
|
||||||||||
Camden Old Creek
|
20,360
|
|
|
71,777
|
|
|
9,093
|
|
|
20,360
|
|
|
80,870
|
|
|
101,230
|
|
|
28,800
|
|
|
72,430
|
|
|
|
|
2007
|
||||||||||
Camden Sierra at Otay Ranch
|
10,585
|
|
|
49,781
|
|
|
6,421
|
|
|
10,585
|
|
|
56,202
|
|
|
66,787
|
|
|
27,329
|
|
|
39,458
|
|
|
|
|
2003
|
||||||||||
Camden Tuscany
|
3,330
|
|
|
36,466
|
|
|
5,196
|
|
|
3,330
|
|
|
41,662
|
|
|
44,992
|
|
|
20,004
|
|
|
24,988
|
|
|
|
|
2003
|
||||||||||
Camden Vineyards
|
4,367
|
|
|
28,494
|
|
|
4,694
|
|
|
4,367
|
|
|
33,188
|
|
|
37,555
|
|
|
16,808
|
|
|
20,747
|
|
|
|
|
2002
|
||||||||||
COLORADO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Denver
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Camden Belleview Station
|
8,091
|
|
|
44,003
|
|
|
3,404
|
|
|
8,091
|
|
|
47,407
|
|
|
55,498
|
|
|
10,391
|
|
|
45,107
|
|
|
|
|
2012
|
||||||||||
Camden Caley
|
2,047
|
|
|
17,445
|
|
|
7,020
|
|
|
2,047
|
|
|
24,465
|
|
|
26,512
|
|
|
13,931
|
|
|
12,581
|
|
|
15,349
|
|
|
2000
|
|||||||||
Camden Denver West
|
6,396
|
|
|
51,552
|
|
|
11,860
|
|
|
6,396
|
|
|
63,412
|
|
|
69,808
|
|
|
13,711
|
|
|
56,097
|
|
|
|
|
2012
|
||||||||||
Camden Flatirons
|
$
|
6,849
|
|
|
$
|
72,631
|
|
|
$
|
413
|
|
|
$
|
6,849
|
|
|
$
|
73,044
|
|
|
$
|
79,893
|
|
|
$
|
12,825
|
|
|
$
|
67,068
|
|
|
|
|
2015
|
||
Camden Highlands Ridge
|
2,612
|
|
|
34,726
|
|
|
20,608
|
|
|
2,612
|
|
|
55,334
|
|
|
57,946
|
|
|
28,524
|
|
|
29,422
|
|
|
|
|
1996
|
||||||||||
Camden Interlocken
|
5,293
|
|
|
31,612
|
|
|
17,062
|
|
|
5,293
|
|
|
48,674
|
|
|
53,967
|
|
|
25,904
|
|
|
28,063
|
|
|
$
|
27,426
|
|
|
1999
|
||||||||
Camden Lakeway
|
3,915
|
|
|
34,129
|
|
|
23,002
|
|
|
3,915
|
|
|
57,131
|
|
|
61,046
|
|
|
31,405
|
|
|
29,641
|
|
|
29,262
|
|
|
1997
|
|||||||||
Camden Lincoln Station
|
4,648
|
|
|
51,762
|
|
|
86
|
|
|
4,648
|
|
|
51,848
|
|
|
56,496
|
|
|
5,015
|
|
|
51,481
|
|
|
|
|
2017
|
||||||||||
WASHINGTON DC METRO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Camden Ashburn Farm
|
4,835
|
|
|
22,604
|
|
|
5,758
|
|
|
4,835
|
|
|
28,362
|
|
|
33,197
|
|
|
11,441
|
|
|
21,756
|
|
|
|
|
2005
|
||||||||||
Camden College Park
|
16,409
|
|
|
91,503
|
|
|
6,950
|
|
|
16,409
|
|
|
98,453
|
|
|
114,862
|
|
|
25,352
|
|
|
89,510
|
|
|
|
|
2008
|
||||||||||
Camden Dulles Station
|
10,807
|
|
|
61,548
|
|
|
5,558
|
|
|
10,807
|
|
|
67,106
|
|
|
77,913
|
|
|
22,346
|
|
|
55,567
|
|
|
|
|
2008
|
||||||||||
Camden Fair Lakes
|
15,515
|
|
|
104,223
|
|
|
13,204
|
|
|
15,515
|
|
|
117,427
|
|
|
132,942
|
|
|
48,905
|
|
|
84,037
|
|
|
|
|
2005
|
||||||||||
Camden Fairfax Corner
|
8,484
|
|
|
72,953
|
|
|
9,642
|
|
|
8,484
|
|
|
82,595
|
|
|
91,079
|
|
|
33,123
|
|
|
57,956
|
|
|
|
|
2006
|
||||||||||
Camden Fallsgrove
|
9,408
|
|
|
43,647
|
|
|
5,545
|
|
|
9,408
|
|
|
49,192
|
|
|
58,600
|
|
|
21,337
|
|
|
37,263
|
|
|
|
|
2005
|
||||||||||
Camden Grand Parc
|
7,688
|
|
|
35,900
|
|
|
2,981
|
|
|
7,688
|
|
|
38,881
|
|
|
46,569
|
|
|
15,927
|
|
|
30,642
|
|
|
|
|
2005
|
||||||||||
Camden Lansdowne
|
15,502
|
|
|
102,267
|
|
|
24,504
|
|
|
15,502
|
|
|
126,771
|
|
|
142,273
|
|
|
49,157
|
|
|
93,116
|
|
|
|
|
2005
|
||||||||||
Camden Largo Town Center
|
8,411
|
|
|
44,163
|
|
|
4,280
|
|
|
8,411
|
|
|
48,443
|
|
|
56,854
|
|
|
20,068
|
|
|
36,786
|
|
|
|
|
2005
|
||||||||||
Camden Monument Place
|
9,030
|
|
|
54,089
|
|
|
3,651
|
|
|
9,030
|
|
|
57,740
|
|
|
66,770
|
|
|
20,847
|
|
|
45,923
|
|
|
|
|
2007
|
||||||||||
Camden NoMa
|
19,442
|
|
|
82,306
|
|
|
274
|
|
|
19,442
|
|
|
82,580
|
|
|
102,022
|
|
|
17,430
|
|
|
84,592
|
|
|
|
|
2014
|
||||||||||
Camden NoMa II
|
17,331
|
|
|
91,211
|
|
|
39
|
|
|
17,331
|
|
|
91,250
|
|
|
108,581
|
|
|
12,378
|
|
|
96,203
|
|
|
|
|
2017
|
||||||||||
Camden Potomac Yard
|
16,498
|
|
|
88,317
|
|
|
8,265
|
|
|
16,498
|
|
|
96,582
|
|
|
113,080
|
|
|
31,907
|
|
|
81,173
|
|
|
|
|
2008
|
||||||||||
Camden Roosevelt
|
11,470
|
|
|
45,785
|
|
|
4,238
|
|
|
11,470
|
|
|
50,023
|
|
|
61,493
|
|
|
20,151
|
|
|
41,342
|
|
|
|
|
2005
|
||||||||||
Camden Russett
|
13,460
|
|
|
61,837
|
|
|
6,861
|
|
|
13,460
|
|
|
68,698
|
|
|
82,158
|
|
|
29,016
|
|
|
53,142
|
|
|
45,056
|
|
|
2005
|
|||||||||
Camden Shady Grove
|
24,177
|
|
|
89,820
|
|
|
30
|
|
|
24,177
|
|
|
89,850
|
|
|
114,027
|
|
|
9,404
|
|
|
104,623
|
|
|
|
|
2018
|
||||||||||
Camden Silo Creek
|
9,707
|
|
|
45,301
|
|
|
7,703
|
|
|
9,707
|
|
|
53,004
|
|
|
62,711
|
|
|
20,688
|
|
|
42,023
|
|
|
|
|
2005
|
||||||||||
Camden Washingtonian
|
13,512
|
|
|
73,285
|
|
|
—
|
|
|
13,512
|
|
|
73,285
|
|
|
86,797
|
|
|
2,532
|
|
|
84,265
|
|
|
|
|
2018
|
||||||||||
FLORIDA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Southeast Florida
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Camden Aventura
|
12,185
|
|
|
47,616
|
|
|
13,055
|
|
|
12,185
|
|
|
60,671
|
|
|
72,856
|
|
|
27,617
|
|
|
45,239
|
|
|
|
|
2005
|
||||||||||
Camden Boca Raton
|
2,201
|
|
|
50,057
|
|
|
268
|
|
|
2,201
|
|
|
50,325
|
|
|
52,526
|
|
|
8,742
|
|
|
43,784
|
|
|
|
|
2014
|
||||||||||
Camden Brickell
|
14,621
|
|
|
57,031
|
|
|
23,217
|
|
|
14,621
|
|
|
80,248
|
|
|
94,869
|
|
|
32,025
|
|
|
62,844
|
|
|
|
|
2005
|
||||||||||
Camden Doral
|
10,260
|
|
|
40,416
|
|
|
7,542
|
|
|
10,260
|
|
|
47,958
|
|
|
58,218
|
|
|
20,465
|
|
|
37,753
|
|
|
|
|
2005
|
||||||||||
Camden Doral Villas
|
6,476
|
|
|
25,543
|
|
|
7,590
|
|
|
6,476
|
|
|
33,133
|
|
|
39,609
|
|
|
14,881
|
|
|
24,728
|
|
|
|
|
2005
|
||||||||||
Camden Las Olas
|
12,395
|
|
|
79,518
|
|
|
19,634
|
|
|
12,395
|
|
|
99,152
|
|
|
111,547
|
|
|
39,655
|
|
|
71,892
|
|
|
|
|
2005
|
||||||||||
Camden Plantation
|
6,299
|
|
|
77,964
|
|
|
11,402
|
|
|
6,299
|
|
|
89,366
|
|
|
95,665
|
|
|
38,047
|
|
|
57,618
|
|
|
|
|
2005
|
||||||||||
Camden Portofino
|
9,867
|
|
|
38,702
|
|
|
9,382
|
|
|
9,867
|
|
|
48,084
|
|
|
57,951
|
|
|
20,170
|
|
|
37,781
|
|
|
|
|
2005
|
||||||||||
Orlando
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Camden Hunter's Creek
|
$
|
4,156
|
|
|
$
|
20,925
|
|
|
$
|
5,769
|
|
|
$
|
4,156
|
|
|
$
|
26,694
|
|
|
$
|
30,850
|
|
|
$
|
12,172
|
|
|
$
|
18,678
|
|
|
|
|
2005
|
||
Camden Lago Vista
|
3,497
|
|
|
29,623
|
|
|
6,033
|
|
|
3,497
|
|
|
35,656
|
|
|
39,153
|
|
|
15,582
|
|
|
23,571
|
|
|
|
|
2005
|
||||||||||
Camden LaVina
|
12,907
|
|
|
42,617
|
|
|
1,036
|
|
|
12,907
|
|
|
43,653
|
|
|
56,560
|
|
|
12,072
|
|
|
44,488
|
|
|
|
|
2012
|
||||||||||
Camden Lee Vista
|
4,350
|
|
|
34,643
|
|
|
8,524
|
|
|
4,350
|
|
|
43,167
|
|
|
47,517
|
|
|
24,338
|
|
|
23,179
|
|
|
|
|
2000
|
||||||||||
Camden North Quarter
|
9,990
|
|
|
68,471
|
|
|
742
|
|
|
9,990
|
|
|
69,213
|
|
|
79,203
|
|
|
3,641
|
|
|
75,562
|
|
|
|
|
2018
|
||||||||||
Camden Orange Court
|
5,319
|
|
|
40,733
|
|
|
3,300
|
|
|
5,319
|
|
|
44,033
|
|
|
49,352
|
|
|
15,681
|
|
|
33,671
|
|
|
|
|
2008
|
||||||||||
Camden Thornton Park
|
11,711
|
|
|
74,628
|
|
|
137
|
|
|
11,711
|
|
|
74,765
|
|
|
86,476
|
|
|
1,155
|
|
|
85,321
|
|
|
|
|
2018
|
||||||||||
Camden Town Square
|
13,127
|
|
|
45,997
|
|
|
833
|
|
|
13,127
|
|
|
46,830
|
|
|
59,957
|
|
|
11,711
|
|
|
48,246
|
|
|
|
|
2012
|
||||||||||
Camden World Gateway
|
5,785
|
|
|
51,821
|
|
|
8,348
|
|
|
5,785
|
|
|
60,169
|
|
|
65,954
|
|
|
25,433
|
|
|
40,521
|
|
|
|
|
2005
|
||||||||||
Tampa/St. Petersburg
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Camden Bay
|
7,450
|
|
|
63,283
|
|
|
15,072
|
|
|
7,450
|
|
|
78,355
|
|
|
85,805
|
|
|
43,641
|
|
|
42,164
|
|
|
|
|
1998/2002
|
||||||||||
Camden Montague
|
3,576
|
|
|
16,534
|
|
|
472
|
|
|
3,576
|
|
|
17,006
|
|
|
20,582
|
|
|
4,849
|
|
|
15,733
|
|
|
|
|
2012
|
||||||||||
Camden Pier District
|
16,704
|
|
|
105,383
|
|
|
851
|
|
|
16,704
|
|
|
106,234
|
|
|
122,938
|
|
|
6,025
|
|
|
116,913
|
|
|
|
|
2018
|
||||||||||
Camden Preserve
|
1,206
|
|
|
17,982
|
|
|
8,795
|
|
|
1,206
|
|
|
26,777
|
|
|
27,983
|
|
|
17,337
|
|
|
10,646
|
|
|
|
|
1997
|
||||||||||
Camden Royal Palms
|
2,147
|
|
|
38,339
|
|
|
3,905
|
|
|
2,147
|
|
|
42,244
|
|
|
44,391
|
|
|
15,779
|
|
|
28,612
|
|
|
|
|
2007
|
||||||||||
Camden Westchase Park
|
11,955
|
|
|
36,254
|
|
|
609
|
|
|
11,955
|
|
|
36,863
|
|
|
48,818
|
|
|
9,560
|
|
|
39,258
|
|
|
|
|
2012
|
||||||||||
GEORGIA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Atlanta
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Camden Brookwood
|
7,174
|
|
|
31,984
|
|
|
8,835
|
|
|
7,174
|
|
|
40,819
|
|
|
47,993
|
|
|
18,783
|
|
|
29,210
|
|
|
|
|
2005
|
||||||||||
Camden Buckhead Square
|
13,200
|
|
|
43,785
|
|
|
657
|
|
|
13,200
|
|
|
44,442
|
|
|
57,642
|
|
|
2,928
|
|
|
54,714
|
|
|
|
|
2017
|
||||||||||
Camden Creekstone
|
5,017
|
|
|
19,912
|
|
|
5,148
|
|
|
5,017
|
|
|
25,060
|
|
|
30,077
|
|
|
5,804
|
|
|
24,273
|
|
|
|
|
2012
|
||||||||||
Camden Deerfield
|
4,895
|
|
|
21,922
|
|
|
8,376
|
|
|
4,895
|
|
|
30,298
|
|
|
35,193
|
|
|
13,970
|
|
|
21,223
|
|
|
|
|
2005
|
||||||||||
Camden Dunwoody
|
5,290
|
|
|
23,642
|
|
|
9,038
|
|
|
5,290
|
|
|
32,680
|
|
|
37,970
|
|
|
15,425
|
|
|
22,545
|
|
|
|
|
2005
|
||||||||||
Camden Fourth Ward
|
10,477
|
|
|
51,258
|
|
|
1,148
|
|
|
10,477
|
|
|
52,406
|
|
|
62,883
|
|
|
9,468
|
|
|
53,415
|
|
|
|
|
2014
|
||||||||||
Camden Midtown Atlanta
|
6,196
|
|
|
33,828
|
|
|
10,645
|
|
|
6,196
|
|
|
44,473
|
|
|
50,669
|
|
|
19,631
|
|
|
31,038
|
|
|
|
|
2005
|
||||||||||
Camden Paces
|
15,262
|
|
|
102,521
|
|
|
828
|
|
|
15,262
|
|
|
103,349
|
|
|
118,611
|
|
|
17,913
|
|
|
100,698
|
|
|
|
|
2015
|
||||||||||
Camden Peachtree City
|
6,536
|
|
|
29,063
|
|
|
7,636
|
|
|
6,536
|
|
|
36,699
|
|
|
43,235
|
|
|
16,374
|
|
|
26,861
|
|
|
|
|
2005
|
||||||||||
Camden Shiloh
|
4,181
|
|
|
18,798
|
|
|
5,972
|
|
|
4,181
|
|
|
24,770
|
|
|
28,951
|
|
|
11,595
|
|
|
17,356
|
|
|
10,565
|
|
|
2005
|
|||||||||
Camden St. Clair
|
7,526
|
|
|
27,486
|
|
|
8,010
|
|
|
7,526
|
|
|
35,496
|
|
|
43,022
|
|
|
16,859
|
|
|
26,163
|
|
|
|
|
2005
|
||||||||||
Camden Stockbridge
|
5,071
|
|
|
22,693
|
|
|
4,859
|
|
|
5,071
|
|
|
27,552
|
|
|
32,623
|
|
|
12,396
|
|
|
20,227
|
|
|
|
|
2005
|
||||||||||
Camden Vantage
|
11,787
|
|
|
68,822
|
|
|
3,747
|
|
|
11,787
|
|
|
72,569
|
|
|
84,356
|
|
|
15,103
|
|
|
69,253
|
|
|
|
|
2013
|
||||||||||
NORTH CAROLINA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Charlotte
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Camden Ballantyne
|
$
|
4,503
|
|
|
$
|
30,250
|
|
|
$
|
9,067
|
|
|
$
|
4,503
|
|
|
$
|
39,317
|
|
|
$
|
43,820
|
|
|
$
|
18,565
|
|
|
$
|
25,255
|
|
|
|
|
2005
|
||
Camden Cotton Mills
|
4,246
|
|
|
19,147
|
|
|
6,703
|
|
|
4,246
|
|
|
25,850
|
|
|
30,096
|
|
|
12,629
|
|
|
17,467
|
|
|
|
|
2005
|
||||||||||
Camden Dilworth
|
516
|
|
|
16,633
|
|
|
2,568
|
|
|
516
|
|
|
19,201
|
|
|
19,717
|
|
|
8,067
|
|
|
11,650
|
|
|
|
|
2006
|
||||||||||
Camden Fairview
|
1,283
|
|
|
7,223
|
|
|
4,327
|
|
|
1,283
|
|
|
11,550
|
|
|
12,833
|
|
|
6,188
|
|
|
6,645
|
|
|
|
|
2005
|
||||||||||
Camden Foxcroft
|
1,408
|
|
|
7,919
|
|
|
4,620
|
|
|
1,408
|
|
|
12,539
|
|
|
13,947
|
|
|
6,588
|
|
|
7,359
|
|
|
|
|
2005
|
||||||||||
Camden Foxcroft II
|
1,152
|
|
|
6,499
|
|
|
3,216
|
|
|
1,152
|
|
|
9,715
|
|
|
10,867
|
|
|
4,603
|
|
|
6,264
|
|
|
|
|
2005
|
||||||||||
Camden Gallery
|
7,930
|
|
|
51,957
|
|
|
114
|
|
|
7,930
|
|
|
52,071
|
|
|
60,001
|
|
|
6,141
|
|
|
53,860
|
|
|
|
|
2017
|
||||||||||
Camden Grandview
|
7,570
|
|
|
33,859
|
|
|
11,922
|
|
|
7,570
|
|
|
45,781
|
|
|
53,351
|
|
|
20,152
|
|
|
33,199
|
|
|
|
|
2005
|
||||||||||
Camden Sedgebrook
|
5,266
|
|
|
29,211
|
|
|
7,723
|
|
|
5,266
|
|
|
36,934
|
|
|
42,200
|
|
|
17,475
|
|
|
24,725
|
|
|
|
|
2005
|
||||||||||
Camden South End
|
6,625
|
|
|
29,175
|
|
|
11,276
|
|
|
6,625
|
|
|
40,451
|
|
|
47,076
|
|
|
17,595
|
|
|
29,481
|
|
|
|
|
2005
|
||||||||||
Camden Stonecrest
|
3,941
|
|
|
22,021
|
|
|
6,451
|
|
|
3,941
|
|
|
28,472
|
|
|
32,413
|
|
|
13,817
|
|
|
18,596
|
|
|
|
|
2005
|
||||||||||
Camden Touchstone
|
1,203
|
|
|
6,772
|
|
|
3,528
|
|
|
1,203
|
|
|
10,300
|
|
|
11,503
|
|
|
5,406
|
|
|
6,097
|
|
|
|
|
2005
|
||||||||||
Raleigh
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Camden Crest
|
4,412
|
|
|
31,108
|
|
|
6,773
|
|
|
4,412
|
|
|
37,881
|
|
|
42,293
|
|
|
16,333
|
|
|
25,960
|
|
|
|
|
2005
|
||||||||||
Camden Governor's Village
|
3,669
|
|
|
20,508
|
|
|
6,291
|
|
|
3,669
|
|
|
26,799
|
|
|
30,468
|
|
|
11,585
|
|
|
18,883
|
|
|
|
|
2005
|
||||||||||
Camden Lake Pine
|
5,746
|
|
|
31,714
|
|
|
13,579
|
|
|
5,746
|
|
|
45,293
|
|
|
51,039
|
|
|
20,048
|
|
|
30,991
|
|
|
|
|
2005
|
||||||||||
Camden Manor Park
|
2,535
|
|
|
47,159
|
|
|
8,835
|
|
|
2,535
|
|
|
55,994
|
|
|
58,529
|
|
|
21,551
|
|
|
36,978
|
|
|
|
|
2006
|
||||||||||
Camden Overlook
|
4,591
|
|
|
25,563
|
|
|
9,781
|
|
|
4,591
|
|
|
35,344
|
|
|
39,935
|
|
|
17,017
|
|
|
22,918
|
|
|
|
|
2005
|
||||||||||
Camden Reunion Park
|
3,302
|
|
|
18,457
|
|
|
10,791
|
|
|
3,302
|
|
|
29,248
|
|
|
32,550
|
|
|
12,781
|
|
|
19,769
|
|
|
|
|
2005
|
||||||||||
Camden Westwood
|
4,567
|
|
|
25,519
|
|
|
9,062
|
|
|
4,567
|
|
|
34,581
|
|
|
39,148
|
|
|
14,891
|
|
|
24,257
|
|
|
|
|
2005
|
||||||||||
TEXAS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Austin
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Camden Cedar Hills
|
2,684
|
|
|
20,931
|
|
|
2,072
|
|
|
2,684
|
|
|
23,003
|
|
|
25,687
|
|
|
8,336
|
|
|
17,351
|
|
|
|
|
2008
|
||||||||||
Camden Gaines Ranch
|
5,094
|
|
|
37,100
|
|
|
10,344
|
|
|
5,094
|
|
|
47,444
|
|
|
52,538
|
|
|
21,613
|
|
|
30,925
|
|
|
|
|
2005
|
||||||||||
Camden Huntingdon
|
2,289
|
|
|
17,393
|
|
|
10,470
|
|
|
2,289
|
|
|
27,863
|
|
|
30,152
|
|
|
19,185
|
|
|
10,967
|
|
|
|
|
1995
|
||||||||||
Camden La Frontera
|
3,250
|
|
|
32,376
|
|
|
363
|
|
|
3,250
|
|
|
32,739
|
|
|
35,989
|
|
|
6,210
|
|
|
29,779
|
|
|
|
|
2015
|
||||||||||
Camden Lamar Heights
|
3,988
|
|
|
42,773
|
|
|
356
|
|
|
3,988
|
|
|
43,129
|
|
|
47,117
|
|
|
8,103
|
|
|
39,014
|
|
|
|
|
2015
|
||||||||||
Camden Stoneleigh
|
3,498
|
|
|
31,285
|
|
|
8,478
|
|
|
3,498
|
|
|
39,763
|
|
|
43,261
|
|
|
17,559
|
|
|
25,702
|
|
|
|
|
2006
|
||||||||||
Corpus Christi
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Camden Breakers
|
1,055
|
|
|
13,024
|
|
|
14,405
|
|
|
1,055
|
|
|
27,429
|
|
|
28,484
|
|
|
15,973
|
|
|
12,511
|
|
|
|
|
1996
|
||||||||||
Camden Copper Ridge
|
1,204
|
|
|
9,180
|
|
|
9,511
|
|
|
1,204
|
|
|
18,691
|
|
|
19,895
|
|
|
15,730
|
|
|
4,165
|
|
|
|
|
1993
|
||||||||||
Dallas/Fort Worth
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Camden Addison
|
11,516
|
|
|
29,332
|
|
|
8,262
|
|
|
11,516
|
|
|
37,594
|
|
|
49,110
|
|
|
11,925
|
|
|
37,185
|
|
|
|
|
2012
|
||||||||||
Camden Belmont
|
$
|
12,521
|
|
|
$
|
61,522
|
|
|
$
|
5,312
|
|
|
$
|
12,521
|
|
|
$
|
66,834
|
|
|
$
|
79,355
|
|
|
$
|
15,342
|
|
|
$
|
64,013
|
|
|
|
|
2012
|
||
Camden Buckingham
|
2,704
|
|
|
21,251
|
|
|
10,705
|
|
|
2,704
|
|
|
31,956
|
|
|
34,660
|
|
|
20,173
|
|
|
14,487
|
|
|
|
|
1997
|
||||||||||
Camden Centreport
|
1,613
|
|
|
12,644
|
|
|
6,659
|
|
|
1,613
|
|
|
19,303
|
|
|
20,916
|
|
|
12,044
|
|
|
8,872
|
|
|
|
|
1997
|
||||||||||
Camden Cimarron
|
2,231
|
|
|
14,092
|
|
|
8,020
|
|
|
2,231
|
|
|
22,112
|
|
|
24,343
|
|
|
15,848
|
|
|
8,495
|
|
|
|
|
1997
|
||||||||||
Camden Farmers Market
|
17,341
|
|
|
74,193
|
|
|
22,213
|
|
|
17,341
|
|
|
96,406
|
|
|
113,747
|
|
|
49,780
|
|
|
63,967
|
|
|
$
|
50,704
|
|
|
2001/2005
|
||||||||
Camden Henderson
|
3,842
|
|
|
15,256
|
|
|
648
|
|
|
3,842
|
|
|
15,904
|
|
|
19,746
|
|
|
4,154
|
|
|
15,592
|
|
|
|
|
2012
|
||||||||||
Camden Legacy Creek
|
2,052
|
|
|
12,896
|
|
|
6,786
|
|
|
2,052
|
|
|
19,682
|
|
|
21,734
|
|
|
13,325
|
|
|
8,409
|
|
|
|
|
1997
|
||||||||||
Camden Legacy Park
|
2,560
|
|
|
15,449
|
|
|
8,070
|
|
|
2,560
|
|
|
23,519
|
|
|
26,079
|
|
|
15,528
|
|
|
10,551
|
|
|
13,864
|
|
|
1997
|
|||||||||
Camden Valley Park
|
3,096
|
|
|
14,667
|
|
|
15,344
|
|
|
3,096
|
|
|
30,011
|
|
|
33,107
|
|
|
28,118
|
|
|
4,989
|
|
|
|
|
1994
|
||||||||||
Camden Victory Park
|
13,445
|
|
|
71,735
|
|
|
158
|
|
|
13,445
|
|
|
71,893
|
|
|
85,338
|
|
|
9,086
|
|
|
76,252
|
|
|
|
|
2016
|
||||||||||
Houston
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Camden City Centre
|
4,976
|
|
|
44,735
|
|
|
3,853
|
|
|
4,976
|
|
|
48,588
|
|
|
53,564
|
|
|
18,081
|
|
|
35,483
|
|
|
33,790
|
|
|
2007
|
|||||||||
Camden City Centre II
|
5,101
|
|
|
28,131
|
|
|
426
|
|
|
5,101
|
|
|
28,557
|
|
|
33,658
|
|
|
7,514
|
|
|
26,144
|
|
|
|
|
2013
|
||||||||||
Camden Greenway
|
16,916
|
|
|
43,933
|
|
|
20,313
|
|
|
16,916
|
|
|
64,246
|
|
|
81,162
|
|
|
39,943
|
|
|
41,219
|
|
|
|
|
1999
|
||||||||||
Camden Holly Springs
|
11,108
|
|
|
42,852
|
|
|
12,030
|
|
|
11,108
|
|
|
54,882
|
|
|
65,990
|
|
|
16,527
|
|
|
49,463
|
|
|
|
|
2012
|
||||||||||
Camden McGowen Station
|
6,089
|
|
|
84,649
|
|
|
—
|
|
|
6,089
|
|
|
84,649
|
|
|
90,738
|
|
|
3,443
|
|
|
87,295
|
|
|
|
|
2018
|
||||||||||
Camden Midtown
|
4,583
|
|
|
18,026
|
|
|
10,559
|
|
|
4,583
|
|
|
28,585
|
|
|
33,168
|
|
|
18,258
|
|
|
14,910
|
|
|
28,054
|
|
|
1999
|
|||||||||
Camden Oak Crest
|
2,078
|
|
|
20,941
|
|
|
5,890
|
|
|
2,078
|
|
|
26,831
|
|
|
28,909
|
|
|
13,922
|
|
|
14,987
|
|
|
|
|
2003
|
||||||||||
Camden Park
|
4,922
|
|
|
16,453
|
|
|
6,030
|
|
|
4,922
|
|
|
22,483
|
|
|
27,405
|
|
|
6,789
|
|
|
20,616
|
|
|
|
|
2012
|
||||||||||
Camden Plaza
|
7,204
|
|
|
31,044
|
|
|
2,452
|
|
|
7,204
|
|
|
33,496
|
|
|
40,700
|
|
|
9,188
|
|
|
31,512
|
|
|
19,357
|
|
|
2007
|
|||||||||
Camden Post Oak
|
14,056
|
|
|
92,515
|
|
|
18,434
|
|
|
14,056
|
|
|
110,949
|
|
|
125,005
|
|
|
22,852
|
|
|
102,153
|
|
|
|
|
2013
|
||||||||||
Camden Royal Oaks
|
1,055
|
|
|
20,046
|
|
|
2,839
|
|
|
1,055
|
|
|
22,885
|
|
|
23,940
|
|
|
9,387
|
|
|
14,553
|
|
|
|
|
2006
|
||||||||||
Camden Royal Oaks II
|
587
|
|
|
12,743
|
|
|
25
|
|
|
587
|
|
|
12,768
|
|
|
13,355
|
|
|
3,457
|
|
|
9,898
|
|
|
|
|
2012
|
||||||||||
Camden Stonebridge
|
1,016
|
|
|
7,137
|
|
|
6,717
|
|
|
1,016
|
|
|
13,854
|
|
|
14,870
|
|
|
9,384
|
|
|
5,486
|
|
|
|
|
1993
|
||||||||||
Camden Sugar Grove
|
7,614
|
|
|
27,594
|
|
|
4,251
|
|
|
7,614
|
|
|
31,845
|
|
|
39,459
|
|
|
8,428
|
|
|
31,031
|
|
|
|
|
2012
|
||||||||||
Camden Travis Street
|
1,780
|
|
|
29,104
|
|
|
1,284
|
|
|
1,780
|
|
|
30,388
|
|
|
32,168
|
|
|
10,120
|
|
|
22,048
|
|
|
|
|
2010
|
||||||||||
Camden Vanderbilt
|
16,076
|
|
|
44,918
|
|
|
25,144
|
|
|
16,076
|
|
|
70,062
|
|
|
86,138
|
|
|
47,043
|
|
|
39,095
|
|
|
73,155
|
|
|
1994/1997
|
|||||||||
Camden Whispering Oaks
|
1,188
|
|
|
26,242
|
|
|
1,711
|
|
|
1,188
|
|
|
27,953
|
|
|
29,141
|
|
|
10,392
|
|
|
18,749
|
|
|
|
|
2008
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Total current communities:
|
$
|
1,083,532
|
|
|
$
|
5,865,522
|
|
|
$
|
979,497
|
|
|
$
|
1,083,532
|
|
|
$
|
6,845,019
|
|
|
$
|
7,928,551
|
|
|
$
|
2,400,440
|
|
|
$
|
5,528,111
|
|
|
$
|
485,176
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Communities under construction:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Name / location
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Camden North End I
(1)
Phoenix, AZ |
|
|
$
|
95,865
|
|
|
|
|
|
|
$
|
95,865
|
|
|
$
|
95,865
|
|
|
$
|
2,596
|
|
|
$
|
93,269
|
|
|
|
|
N/A
|
||||||||
Camden Grandview II
(1)
Charlotte, NC |
|
|
21,267
|
|
|
|
|
|
|
21,267
|
|
|
21,267
|
|
|
113
|
|
|
21,154
|
|
|
|
|
N/A
|
|||||||||||||
Camden RiNo
Denver, CO |
|
|
41,594
|
|
|
|
|
|
|
41,594
|
|
|
41,594
|
|
|
|
|
41,594
|
|
|
|
|
N/A
|
||||||||||||||
Camden Downtown I
Houston, TX |
|
|
58,963
|
|
|
|
|
|
|
58,963
|
|
|
58,963
|
|
|
|
|
58,963
|
|
|
|
|
N/A
|
||||||||||||||
Camden Lake Eola
Orlando, FL |
|
|
34,016
|
|
|
|
|
|
|
34,016
|
|
|
34,016
|
|
|
|
|
34,016
|
|
|
|
|
N/A
|
||||||||||||||
Camden Buckhead
Atlanta, GA |
|
|
26,073
|
|
|
|
|
|
|
26,073
|
|
|
26,073
|
|
|
|
|
26,073
|
|
|
|
|
N/A
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Total communities under construction:
|
$
|
—
|
|
|
$
|
277,778
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
277,778
|
|
|
$
|
277,778
|
|
|
$
|
2,709
|
|
|
$
|
275,069
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Development pipeline communities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Name/location
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Camden North End II
Phoenix, AZ |
|
|
$
|
15,301
|
|
|
|
|
|
|
$
|
15,301
|
|
|
$
|
15,301
|
|
|
|
|
$
|
15,301
|
|
|
|
|
N/A
|
||||||||||
Camden Hillcrest
San Diego, CA |
|
|
28,853
|
|
|
|
|
|
|
28,853
|
|
|
28,853
|
|
|
|
|
28,853
|
|
|
|
|
N/A
|
||||||||||||||
Camden Atlantic
Plantation, FL |
|
|
16,666
|
|
|
|
|
|
|
16,666
|
|
|
16,666
|
|
|
|
|
16,666
|
|
|
|
|
N/A
|
||||||||||||||
Camden Arts District
Los Angeles, CA |
|
|
21,471
|
|
|
|
|
|
|
21,471
|
|
|
21,471
|
|
|
|
|
21,471
|
|
|
|
|
N/A
|
||||||||||||||
Camden Paces III
Atlanta, GA |
|
|
14,632
|
|
|
|
|
|
|
14,632
|
|
|
14,632
|
|
|
|
|
14,632
|
|
|
|
|
N/A
|
||||||||||||||
Camden Downtown II
Houston, TX |
|
|
10,719
|
|
|
|
|
|
|
10,719
|
|
|
10,719
|
|
|
|
|
10,719
|
|
|
|
|
N/A
|
||||||||||||||
Total development pipeline communities:
|
$
|
—
|
|
|
$
|
107,642
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
107,642
|
|
|
$
|
107,642
|
|
|
$
|
—
|
|
|
$
|
107,642
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Corporate
|
|
|
|
14,504
|
|
|
|
|
—
|
|
|
14,504
|
|
|
14,504
|
|
|
|
|
14,504
|
|
|
|
|
N/A
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
$
|
—
|
|
|
$
|
14,504
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14,504
|
|
|
$
|
14,504
|
|
|
$
|
—
|
|
|
$
|
14,504
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
TOTAL
|
$
|
1,083,532
|
|
|
$
|
6,265,446
|
|
|
$
|
979,497
|
|
|
$
|
1,083,532
|
|
|
$
|
7,244,943
|
|
|
$
|
8,328,475
|
|
|
$
|
2,403,149
|
|
|
$
|
5,925,326
|
|
|
$
|
485,176
|
|
|
|
(1)
|
Properties are in lease-up at
December 31, 2018
. Balances presented here includes costs which are included in buildings and improvements and land on the consolidated balance sheet at
December 31, 2018
. These costs related to completed unit turns for these properties.
|
Camden Property Trust
Real Estate and Accumulated Depreciation
As of December 31, 2018
(in thousands)
|
Schedule III
|
Camden Property Trust
Mortgage Loans on Real Estate
As of December 31, 2018
|
Schedule IV
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||
($ in thousands)
Description
|
|
Interest Rate
|
|
Final Maturity Date
|
|
Periodic payment terms
|
|
Face amount of
mortgages
|
|
Carry amount of
mortgages (a)
|
||||
Parking Garage
Developer advances
Houston, TX
|
|
(b)
|
|
October 1, 2025
|
|
(c)
|
|
$
|
9,314
|
|
|
$
|
9,314
|
|
(a)
|
The aggregate cost at
December 31, 2018
for federal income tax purposes was approximately
$9,314
.
|
(b)
|
This loan currently bears interest at
4%
and will increase to
7%
on any unpaid principal balance on January 1, 2019 with the completion of our planned apartment project at an adjacent location.
|
(c)
|
Payments will consist of annual interest and principal payments from
October 1, 2018
to
October 1, 2025
.
|
|
2018
|
|
2017
|
|
2016
|
||||||
Balance, beginning of period
|
$
|
18,790
|
|
|
$
|
17,224
|
|
|
$
|
13,161
|
|
Additions:
|
|
|
|
|
|
||||||
Advances under real estate loans
|
—
|
|
|
1,566
|
|
|
7,458
|
|
|||
Deductions:
|
|
|
|
|
|
||||||
Collections of principal and loan payoff
|
(9,476
|
)
|
|
—
|
|
|
(3,395
|
)
|
|||
Balance, end of period
|
$
|
9,314
|
|
|
$
|
18,790
|
|
|
$
|
17,224
|
|
|
|
Page
|
|
Article I - Definitions
|
2
|
||
|
|
|
|
1.1
|
|
Account
|
2
|
|
|
|
|
1.2
|
|
Administrator
|
2
|
|
|
|
|
1.3
|
|
Board
|
2
|
|
|
|
|
1.4
|
|
Bonus
|
2
|
|
|
|
|
1.5
|
|
Cash Compensation
|
2
|
|
|
|
|
1.6
|
|
Cash Compensation Deferral
|
2
|
|
|
|
|
1.7
|
|
Code
|
2
|
|
|
|
|
1.8
|
|
Compensation
|
2
|
|
|
|
|
1.9
|
|
Deferrals
|
2
|
|
|
|
|
1.10
|
|
Deferral Election
|
3
|
|
|
|
|
1.11
|
|
Disability
|
3
|
|
|
|
|
1.12
|
|
Effective Date
|
3
|
|
|
|
|
1.13
|
|
Eligible Participant
|
3
|
|
|
|
|
1.14
|
|
Employee
|
3
|
|
|
|
|
1.15
|
|
Employer
|
3
|
|
|
|
|
1.16
|
|
ERISA
|
3
|
|
|
|
|
1.17
|
|
Investment Fund or Funds
|
3
|
|
|
|
|
1.18
|
|
Participant
|
3
|
|
|
|
|
1.19
|
|
Payment Schedule
|
3
|
|
|
|
|
1.20
|
|
Performance-Based Compensation
|
3
|
|
|
|
|
1.21
|
|
Plan
|
4
|
|
|
|
|
1.22
|
|
Plan Year
|
4
|
|
|
|
|
1.23
|
|
Salary
|
4
|
|
|
|
|
1.24
|
|
Separation Benefits
|
4
|
|
|
|
|
1.25
|
|
Separation from Service
|
4
|
|
|
|
|
1.26
|
|
Share Award
|
5
|
|
|
|
|
1.27
|
|
Share Deferral
|
6
|
|
|
|
|
1.28
|
|
Share Incentive Plan
|
6
|
|
|
|
|
1.29
|
|
Specified Date Benefits
|
6
|
1.30
|
|
Specified Employee
|
6
|
|
|
|
|
1.31
|
|
Subsidiary
|
6
|
|
|
|
|
1.32
|
|
Trust
|
6
|
|
|
|
|
1.33
|
|
Trust Manager
|
6
|
|
|
|
|
1.34
|
|
Trust Manager Fees
|
6
|
|
|
|
|
1.35
|
|
Trustee
|
6
|
|
|
|
|
1.36
|
|
Unforeseeable Emergency
|
6
|
|
|
|
|
Article II - Participation
|
8
|
||
|
|
|
|
2.1
|
|
Commencement of Participation
|
8
|
|
|
|
|
2.2
|
|
Change in Eligible Participant Status
|
8
|
|
|
|
|
Article III - Contributions
|
9
|
||
|
|
|
|
3.1
|
|
Participant Deferrals
|
9
|
|
|
|
|
3.2
|
|
Time of Contributions
|
11
|
|
|
|
|
3.3
|
|
Form of Contributions
|
11
|
|
|
|
|
Article IV - Vesting
|
12
|
||
|
|
|
|
4.1
|
|
Vesting of Deferrals
|
12
|
|
|
|
|
Article V - Accounts
|
13
|
||
|
|
|
|
5.1
|
|
Bookkeeping Accounts
|
13
|
|
|
|
|
5.2
|
|
Adjustment and Crediting of Accounts
|
13
|
|
|
|
|
5.3
|
|
Investment of Trust Assets
|
13
|
|
|
|
|
Article VI - Distributions
|
15
|
||
|
|
|
|
6.1
|
|
Time of Payment
|
15
|
|
|
|
|
6.2
|
|
Form of Payment
|
16
|
|
|
|
|
6.3
|
|
Distribution Election
|
16
|
|
|
|
|
6.4
|
|
Modifications to Distribution Elections
|
17
|
|
|
|
|
6.5
|
|
Distribution Due to Unforeseeable Emergency
|
17
|
|
|
|
|
6.6
|
|
Cashout Distribution
|
18
|
|
|
|
|
Article VII - Share Award Deferral
|
19
|
||
|
|
|
|
7.1
|
|
General
|
19
|
|
|
|
|
7.2
|
|
Deferral of Share Award
|
19
|
|
|
|
|
7.3
|
|
Terms and Conditions of Awards
|
19
|
|
|
|
|
Article VIII - Beneficiaries
|
20
|
||
|
|
|
|
8.1
|
|
Beneficiaries
|
20
|
|
|
|
|
8.2
|
|
Change of Beneficiary Designation
|
20
|
|
|
|
|
8.3
|
|
Determination of Beneficiary
|
20
|
|
|
|
|
8.4
|
|
Lost Participant or Beneficiary
|
20
|
|
|
|
|
Article IX - Funding
|
22
|
||
|
|
|
|
9.1
|
|
Prohibition Against Funding
|
22
|
|
|
|
|
9.2
|
|
Deposits in Trust
|
22
|
|
|
|
|
9.3
|
|
Withholding of Employee Contributions
|
22
|
|
|
|
|
Article X - Claims Administration
|
23
|
||
|
|
|
|
10.1
|
|
Claim Procedure
|
23
|
|
|
|
|
10.2
|
|
Appeal of Denied Claims
|
24
|
|
|
|
|
10.3
|
|
Relevance
|
25
|
|
|
|
|
10.4
|
|
Six-Month Deadline for Filing Suit
|
26
|
|
|
|
|
10.5
|
|
Decisions of Administrator
|
26
|
|
|
|
|
Article XI - General Provisions
|
27
|
||
|
|
|
|
11.1
|
|
Administrator
|
27
|
|
|
|
|
11.2
|
|
No Assignment
|
27
|
|
|
|
|
11.3
|
|
No Employment Rights
|
27
|
|
|
|
|
11.4
|
|
Incompetence
|
28
|
|
|
|
|
11.5
|
|
Identity
|
28
|
|
|
|
|
11.6
|
|
Other Benefits
|
28
|
|
|
|
|
11.7
|
|
Expenses
|
28
|
|
|
|
|
11.8
|
|
Insolvency
|
28
|
|
|
|
|
11.9
|
|
Amendment and Termination
|
28
|
|
|
|
|
11.10
|
|
Construction
|
30
|
|
|
|
|
11.11
|
|
Governing Law
|
30
|
|
|
|
|
11.12
|
|
Severability
|
30
|
|
|
|
|
11.13
|
|
Headings
|
30
|
|
|
|
|
11.14
|
|
Entire Agreement
|
30
|
|
|
|
|
11.15
|
|
Terms
|
31
|
|
|
|
|
11.16
|
|
Real Estate Investment Trust ("REIT") Status
|
31
|
|
|
|
|
11.17
|
|
Compliance with Internal Revenue Code
|
31
|
1.1
|
Account
. The bookkeeping account established for each Participant as provided in Section 5.1 hereof. Each Participant’s Account shall be sub-divided into a Cash Compensation Deferral Account (herein so called) and a Share Deferral Account (herein so called) as provided herein. The Company may, in its discretion, further divide such Accounts into sub-accounts to reflect amounts payable at different times and in different forms. Reference to an Account herein includes any such sub-account established for a Participant as the context requires.
|
1.2
|
Administrator.
The Compensation Committee of the Board shall be the Administrator. The Administrator may delegate some or all of its authority to one or more individuals who are officers or employees of the Company or any of its Subsidiaries or to third parties.
|
1.3
|
Board
. The Board of Trust Managers of the Company.
|
1.4
|
Bonus
. Compensation that is designated as a bonus by the Employer, whether or not the Compensation is Performance-Based Compensation, including any pretax elective deferrals from said Bonus to any Employer-sponsored plan that includes amounts deferred under a Deferral Election or a qualified cash or deferred arrangement under Code Section 401(k) or cafeteria plan under Code Section 125.
|
1.5
|
Cash Compensation
. In the case of a Participant who is an Employee, the Participant’s earned income payable in cash, including Salary, Bonus, Performance-Based Compensation, and any other cash remuneration from the Employer that the Administrator designates prior to the start of the applicable Plan Year as Cash Compensation for purposes of the Plan; and, in the case of a Participant who is a Trust Manager and is not employed by the Company or any of its Subsidiaries, the Participant’s Trust Manager Fees. To the extent that a Participant’s Cash Compensation (including any Trust Manager Fees) is paid or settled in shares of the Company’s common stock (or any other securities or property), the Participant’s Deferral Election as to such Cash Compensation shall apply to such shares (or other securities or property).
|
1.6
|
Cash Compensation Deferral
. That portion of a Participant’s Cash Compensation that is deferred in accordance with Section 3.1 hereof but would have otherwise been payable in cash absent the deferral.
|
1.7
|
Code
. The Internal Revenue Code of 1986, as amended.
|
1.8
|
Compensation
. The Participant’s Cash Compensation and Share Awards.
|
1.9
|
Deferrals
. Collectively, the Cash Compensation Deferrals and Share Deferrals of a Participant.
|
1.10
|
Deferral Election
. The written agreement, submitted to the Company on such form and in such manner as prescribed by the Administrator, by which an Eligible Participant agrees to participate in the Plan and make Deferrals thereto.
|
1.11
|
Disability
. A Participant
(or the Participant’s designated primary beneficiary who is receiving installment payments under section 6.2(b))
shall be considered disabled if he or she (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a
|
1.12
|
Effective Date
. The effective date of the Plan, as restated, which shall be January 1, 2019 except as otherwise expressly set forth herein.
|
1.13
|
Eligible Participant
. Collectively, (i) any Employee designated by the Employer as an Eligible Participant and (ii) any Trust Manager.
|
1.14
|
Employee
. Any person employed by the Employer.
|
1.15
|
Employer
. Collectively, the Company and each of its Subsidiaries that has elected to adopt the Plan.
|
1.16
|
ERISA
. The Employee Retirement Income Security Act of 1974, as amended.
|
1.17
|
Investment Fund or Funds
. Each deemed investment which serves as a means to measure value for purposes of crediting increases or decreases with respect to a Participant’s Accounts pursuant to Section 5.2. The Investment Funds shall be designated from time to time by the Administrator.
|
1.18
|
Participant
. An Eligible Participant who is a Participant as provided in Article II.
|
1.19
|
Payment Schedule
. The date as of which payment of Deferrals under the Plan will commence and the form in which payment of such Deferrals will be made.
|
1.20
|
Performance-Based Compensation
. Compensation the amount of which, or entitlement to which, is contingent on the satisfaction of pre-established organizational or individual performance criteria relating to a performance period of at least twelve (12) consecutive months in which the Participant performs services. Organizational or individual performance criteria are considered pre-established if established in writing by not later than ninety (90) days after the commencement of the period of service to which the criteria relate, provided that the outcome is substantially uncertain at the time the criteria are established. Compensation shall be considered Performance-Based Compensation only if it satisfies the requirements set forth in Treas. Reg. Section 1.409A-1(e).
|
1.21
|
Plan
. This Camden Property Trust Non-Qualified Deferred Compensation Plan, as amended and restated from time to time.
|
1.22
|
Plan Year
. January 1 through December 31.
|
1.23
|
Salary
. An Eligible Participant’s base salary rate or rates in effect at any time during a Plan Year, including any pretax elective deferrals from said Salary to any Employer-sponsored plan that includes amounts deferred under a Deferral Election or a qualified cash or deferred arrangement under Code Section 401(k) or cafeteria plan under Code Section 125.
|
1.24
|
Separation Benefits
. Deferrals elected by the Participant to be paid upon the Participant’s Separation from Service (other than due to the Participant’s death or Disability) as provided in Section 6.1(a).
|
1.25
|
Separation from Service
. As to a particular Participant, a termination of services provided by the Participant to his or her Employer (as defined below in this definition), whether voluntarily or involuntarily, as determined by the Administrator in accordance with Section 409A of the Code and Treasury Regulation Section 1.409A-1(h). In determining whether a Participant has experienced a Separation from Service, the following provisions shall apply:
|
1.26
|
Share Award
. An award of shares or share units of the Company made to a Participant under the Share Incentive Plan. Unless otherwise provided by the Administrator in advance of the applicable deferral election deadline with respect to a particular stock option or stock appreciation right, stock options or stock appreciation rights that are granted by the Company to a Participant under the Share Incentive Plan shall also qualify as “Share Awards.” If any such stock option or stock appreciation right is deferred pursuant to this Plan as a Share Award, it shall include terms that are intended to meet all the requirements of deferred compensation under Section 409A of the Code without reliance on Treasury Regulation Section 1.409A-1(b)(5)(i)(A) or (B) or Treasury Regulation Section 1.409A-1(b)(5)(ii) (i.e., the exemptions under which stock options and stock appreciation rights may not constitute a deferral of compensation if, in general, the taxable event with respect to the award is not delayed past the exercise of the award or the award qualifies as an incentive stock option under Section 422 of the Code). The Administrator may permit a Participant to make, in the applicable Deferral Election, one deferral election as to any Share Awards that are subject to the Deferral Election and in the form of stock options or stock appreciation rights and a separate deferral election as to any Share Awards that are subject to the Deferral Election and in the form of shares or share units.
|
1.27
|
Share Deferral
. A Share Award that is deferred in accordance with Section 3.1 and Article VII hereof.
|
1.28
|
Share Incentive Plan
. The Company’s 2011 Share Incentive Plan, or any successor equity incentive plan thereto that may be adopted by the Company, as each may be amended and restated from time to time.
|
1.29
|
Specified Date Benefits
. Deferrals elected by the Participant in accordance with Section 6.1(d) to be paid on one or more specified dates designated by the Administrator on the applicable Deferral Election form.
|
1.30
|
Specified Employee
. A Participant who, as of the date of the Participant’s Separation from Service, is a “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(i).
|
1.31
|
Subsidiary
. Any corporation or other entity a majority of whose outstanding voting shares or voting power is beneficially owned directly or indirectly by the Company.
|
1.32
|
Trust
. The trust agreement or agreements the Employer may choose to adopt in its sole discretion, under which assets with respect to the Plan may be held, administered and managed. Participants shall have no right or claim to Trust assets set aside to fund benefits under the Plan, which shall remain the general assets of the Employer.
|
1.33
|
Trust Manager
. A member of the Board.
|
1.34
|
Trust Manager Fees
. All cash compensation (including annual retainer fees, fees for service on Board committees, and other cash remuneration) paid to a Trust Manager for services as a member of the Board.
|
1.35
|
Trustee
. The entity or individual designated from time to time by the Administrator to serve as trustee of the Trust in accordance with the terms of the Plan and the Trust.
|
1.36
|
Unforeseeable Emergency
. A severe financial hardship to the Participant resulting from (i) an illness or accident of the Participant, the Participant’s spouse, or a dependent of the Participant (as defined in Section 152(a) of the Code); (ii) loss of the Participant’s property due to casualty; or (iii) other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. A severe financial hardship will not exist if such hardship can be relieved through reimbursement or compensation by insurance, or otherwise or by liquidation of the Participant’s assets (to the extent the liquidation of such assets would not itself cause a severe financial hardship). Determination of whether a Participant has incurred an Unforeseeable Emergency shall be made by the Administrator, in accordance with the requirements of Section 409A of the Code and any guidance issued thereunder.
|
2.1
|
Commencement of Participation
. Each Eligible Participant shall commence participation on the date his or her Deferral Election first becomes effective. In accordance with Section 6.3, each Participant shall be required to designate on a Deferral Election the form and timing of the distribution of the portion of his or her Account to which such Deferral Election relates.
|
2.2
|
Change in Eligible Participant Status
.
|
(a)
|
The Administrator may, at any time and in its sole discretion, terminate the ability of a Participant to defer Compensation (or to defer additional Compensation or types of Compensation) hereunder. All Deferrals for a Participant who becomes ineligible to participate shall cease as of the end of the Plan Year in which such former Participant is determined to no longer be an Eligible Participant. Such a former Participant shall not be permitted to submit a Deferral Election after he becomes ineligible to participate.
|
(b)
|
Amounts credited to the Account of a Participant described in subsection (a) shall continue to be held, pursuant to the terms of the Plan, and shall be distributed as provided in Article VI.
|
3.1
|
Participant Deferrals
.
|
(a)
|
There shall be credited to the Cash Compensation Deferral Account or Share Deferral Account, as applicable, of a Participant an amount equal to the amount designated as the Participant’s Deferral for that Plan Year as indicated in the Participant’s Deferral Election. Such amounts (Cash Compensation Deferrals or Share Deferrals) shall not be made available to such Participant, except as provided in Article VI, and any such Deferrals shall reduce such Participant’s Cash Compensation or Share Awards in accordance with the provisions of the applicable Deferral Election; provided, however, that all such Deferrals shall be subject to the rights of the general creditors of the Employer as provided in Article IX.
|
(b)
|
An Eligible Participant’s election to defer Compensation under the Plan shall be effective only if the Participant delivers a Deferral Election indicating such Deferrals to the Administrator in accordance with this Section 3.1, such Deferral Election to be made on such form and in such manner as the Administrator shall prescribe.
|
(i)
|
In General
. Subject to paragraph (iii) of this Section 3.1(b), with respect to any Compensation that is not Performance-Based Compensation (including a Bonus that is not Performance-Based Compensation), a Participant shall file a Deferral Election with the Administrator within the time period established by the Administrator, but in all events no later than the close of the calendar year immediately preceding the calendar year in which the services to which the Deferral Election relates are to be performed; provided, however, that in the Plan Year in which an Employee or Trust Manager is first eligible to participate in the Plan, such Deferral Election shall be filed within thirty (30) days of the date on which the Employee or Trust Manager is first eligible to participate and shall be effective only with respect to Compensation for services to be rendered during the remainder of the Plan Year after the election is effective.
|
(ii)
|
Performance-Based Compensation Deferral
. With respect to Compensation that is Performance-Based Compensation, a Participant shall file a Deferral Election with the Administrator on or before the date that is six (6) months before the end of the applicable performance period, provided that the Participant performs services with the Employer continuously from the later of the beginning of the applicable performance period or the date the applicable performance criteria are established through the date of such election, and provided further that in no event may an election to defer Performance-Based Compensation be made after such compensation has become readily ascertainable.
|
(iii)
|
Legally-Binding Right
. Notwithstanding paragraph (i) of this Section 3.1(b), if Compensation may be awarded to a Participant in a year following a year in which services are performed to which the Compensation may relate and the Participant has no legally binding right to such Compensation as of the end of the year in which the services are performed, a Deferral Election with respect to such Compensation shall be filed with the Administrator no later than the last day of the year prior to the year in which the legally binding right to such Compensation may arise.
|
(c)
|
The Deferral Election shall, subject to the limitations set forth in this Section 3.1, designate the amount or percentage of Cash Compensation and/or Share Awards to be deferred by the Participant. Upon making a Deferral Election, the Participant must also make an election regarding the time and form of payment of the Deferrals subject to such Deferral Election, in accordance with Section 6.3.
|
(d)
|
The maximum amount or percentage of a Participant’s Compensation that may be deferred each Plan Year shall be established by the Administrator prior to the start of such Plan Year.
|
(e)
|
The Participant shall make appropriate arrangements with the Employer to provide for satisfaction of all taxes required to be withheld under the Federal Insurance Contributions Act (“
FICA
”) and all other applicable taxes that are required to be withheld with respect to (1) Cash Compensation Deferrals, and (2) Share Deferrals as they become subject to FICA taxes and other withholding requirements (collectively, the “
Withholding Requirements
”). The Employer shall have the right at its option to (a) require the Participant to pay or provide for payment of the amount of such Withholding Requirements, or (b) deduct from any compensation or other amount otherwise payable in cash to the Participant the amount of such Withholding Requirements. The Employer also reserves the right to reduce such Participant’s Deferrals to the extent necessary to satisfy such Withholding Requirements (subject to approval by the Compensation Committee of the Board as to any reduction in a Participant’s Share Deferrals).
|
(f)
|
A Deferral Election relating to a Plan Year may not be modified or revoked once such Plan Year has commenced. Notwithstanding the foregoing, in the event a Participant receives a distribution from the Plan due to an Unforeseeable Emergency, the Participant’s Deferral Election shall be terminated as soon as administratively feasible following the distribution.
|
(g)
|
Any Share Deferrals shall remain subject to the forfeiture and transfer restriction provisions of the Share Incentive Plan, any other terms or conditions established by the Company incident thereto or contained in the award in addition to any restrictions imposed pursuant to the Plan. A Participant may not elect a Share Deferral Period ending prior to the latest date on which the shares subject to the Share Deferral vest under the terms of the applicable Share Award or the provisions of the Share Incentive Plan.
|
(h)
|
At the time of a Share Deferral election, a Participant may be given the right to elect that all or a stated percentage of dividends or dividend equivalent payments, as the case may be and if any, related to such Share Deferral also be deferred. Deferred dividends and dividend equivalent payments shall be credited in accordance with the terms of the applicable Share Award (which will specify whether any such deferred dividends or dividend equivalent payments shall be denominated in cash and credited hereunder to a Cash Compensation Deferral Account or denominated in shares and credited hereunder to a Share Deferral Account); provided, however, that any such deferred dividends and dividend equivalent payments credited hereunder shall be distributed in accordance with the Participant’s Share Deferral election for the applicable Share Award. If, at the time of the Share Deferral election, a Participant does not elect such a dividend or dividend equivalent payment deferral, then any and all such dividends and dividend equivalent payments related to that Share Deferral Election shall be paid to the Participant in accordance with the terms of the applicable Share Award.
|
3.2
|
Time of Contributions
. Unless otherwise determined by the Administrator, Cash Compensation Deferrals shall be transferred to the Trust as soon as administratively feasible after the date the corresponding amount would have otherwise been paid to the Participant absent the Participant’s Deferral Election. The Employer shall also transmit at that time any necessary instructions regarding the allocation of such amounts among the Accounts of Participants. Any Share Deferral shall initially be accounted for by the Company and shall be transferred to the Trustee at such time as the Company shall, in its discretion, determine.
|
3.3
|
Form of Contributions
. All Deferrals to the Trust shall be made in the form of cash or cash equivalents of US currency or Share Awards.
|
4.1
|
Vesting of Deferrals
. A Participant shall have a one hundred percent (100%) vested right to the portion of his or her Account attributable to Cash Compensation Deferrals and any earnings on the deemed investment of such Deferrals. A Participant shall vest in Share Deferrals in accordance with the terms of the relevant Share Award under the Share Incentive Plan.
|
5.1
|
Bookkeeping Accounts
. The Administrator shall establish and maintain bookkeeping accounts in the name of each Participant. The Administrator shall maintain a Cash Compensation Deferral Account and Share Deferral Account for each Participant.
|
5.2
|
Adjustment and Crediting of Accounts
.
|
(a)
|
The Administrator shall adjust the amounts credited to each Participant’s Account to reflect Deferrals, distributions, and the deemed investment experience of the Participant’s Investment Fund selections, and any other appropriate adjustments. Such adjustments shall be made as is administratively necessary in the discretion of the Administrator.
|
(b)
|
Subject to Section 5.3(c), the deemed investment experience credited to a Participant’s Cash Compensation Deferral Account shall be determined on a periodic basis according to the earnings and losses of the Investment Fund selections made by the Participant. The earnings and losses will be determined as if the amounts credited to the Participant’s Accounts were actually invested in the Investment Fund selected. Participants may select one or more of the Investment Funds designated by the Administrator in whole percentages of the applicable Cash Compensation Deferral Account balance. A Participant may change his or her selection of Investment Funds at such time and in such manner as the Administrator shall permit. An election shall be effective as soon as administratively feasible following the date of the change as indicated in writing by the Participant or such other means as the Administrator may approve.
|
5.3
|
Investment of Trust Assets.
|
(a)
|
Deferrals hereunder may, in the sole discretion of the Employer, be set aside in a Trust in order to facilitate the payments of benefits under the Plan. Any such Trust shall constitute an unfunded arrangement and shall not affect the status of the Plan as an unfunded plan. Under no circumstances shall any Participant have any preferential or secured right to or interest in any assets of such Trust, and the rights of each Participant (and if applicable, any beneficiary) shall remain that of a general creditor of the Employer.
|
(b)
|
A Participant may request, from time to time, that Trust assets attributable to his Cash Compensation Deferral Account be deemed to be invested in one or more Investment Funds. A Participant may not elect that deferred shares held in his Share Deferral Account be deemed to be invested in one or more Investment Funds; provided that deferred shares elected to be invested in one or more Investment Funds under a prior version of the Plan in accordance with the terms of the Plan at the time of such election shall be treated as invested in a Cash Compensation Deferral Account for purposes of this Section 5.3.
|
(c)
|
In all cases, the Administrator shall not be obligated to make investments in the Investment Funds in which a Participant’s Account is deemed invested for purposes of the Plan, but may choose to make such investments or may choose to make other investments as it deems appropriate.
|
6.1
|
Time of Payment.
|
(a)
|
Separation from Service
. Subject to the following provisions of this Section 6.1, payment of the vested amounts credited to a Participant’s Account(s) shall commence, at such time as previously elected by the Participant, following the Participant’s Separation from Service. Notwithstanding the foregoing, with respect to distribution to a Participant who is a Specified Employee on account of Separation from Service (and, for clarity, not a distribution triggered by the Participant’s death or Disability), distribution may not commence earlier than six (6) months following such Participant’s Separation from Service. If the Participant fails to timely elect the date on which payment is to be made or commence, distribution shall be made or commence on the first business day following the date that is six (6) months from the Participant’s Separation from Service.
|
(b)
|
Disability or Death
. If the Disability or death of the Participant (or of the designated primary beneficiary who is receiving installment payments under Section 6.2(b)) occurs at any time prior to complete distribution of the Participant’s Account, all remaining vested amounts credited to the Participant’s Account shall be paid in one (1) lump sum on the first day following six (6) months from the date of Disability or death, as the case may be; provided, however, that the Participant may make an election to receive installment payments pursuant to Section 6.2(b).
|
(c)
|
Limitation on Length of Deferred Commencement
. With respect to distribution following Separation from Service for a reason other than death or Disability, the Participant may elect to have distribution of Deferrals be made or commence at any time following the expiration of six (6) months following the date of the Participant’s Separation from Service; provided, however, that any such distribution (i.e., any lump sum payment or, if installments are elected, the last such installment) must be made no later than the date that is thirty (30) years following the date of the Participant’s Separation from Service (except as to Deferrals that relate to a Deferral Election made prior to January 1, 2019, in which case those Deferrals shall be subject to any applicable limitation of this Section 6.1(c) as in effect when the Deferral Election was made). Effective with Deferral Elections filed on or after January 1, 2014, Deferrals that the Participant has designated to be paid as Separation Benefits shall be paid in accordance with the Payment Schedule specified by the Participant in the Deferral Election and in accordance with this Article VI.
|
(d)
|
Payment on a Specified Date
. In addition to the election in paragraph (a) of this Section 6.1, a Participant may elect on his or her Deferral Election one or more specified dates on which to receive a specified dollar amount or percentage of the Deferrals subject to the Deferral Election or on which an annual installment stream of payment of such Deferrals will commence for the time period elected. Any amount not paid in accordance with a specified date election as of the Participant’s Separation from Service, death or Disability will be paid in accordance with the Participant’s applicable Separation Benefit election or, in the case of the Participant’s death or Disability, as provided in Section 6.1(b). Effective with Deferral Elections filed on or after January 1, 2013, Deferrals that the Participant has designated to be paid as Specified Date Benefits may be paid or commence only on specified dates designated by the Administrator on the applicable
|
6.2
|
Form of Payment
.
|
(a)
|
The Participant’s Account shall be payable in one of the following forms: (i) in one (1) lump sum payment; or (ii) in annual installments over a period of up to thirty (30) years (as elected by the Participant and, as to Deferrals that relate to a Deferral Election made prior to January 1, 2019, subject to any applicable limitation of this Section 6.2(a) as in effect when the Deferral Election was made); provided, however, that any election of a Separation Benefit shall be subject to the limitation provided in Section 6.1(c). In accordance with Treasury Regulation Section 1.409A-2(b)(2)(iii) and (iv) and for purposes of the Plan (including, without limitation, Section 6.4 hereof), an election for distribution in the form of installment payments shall be treated as an election of a series of separate payments.
|
(b)
|
Notwithstanding Section 6.2(a), the Participant may elect (on a form and in a manner prescribed by the Administrator) that, in the event of the Participant’s Disability or death, distribution of the Participant’s remaining Account shall be made in one of the following forms: (i) one (1) lump sum, to be paid on the first day following six (6) months from the date of Disability or death, as applicable; (ii) annual installments over a three (3)-year period; or (iii) annual installments over a five (5)-year period. In the case of distribution in the form of installment payments, the first installment shall be paid on the first day following six (6) months from the date of the Participant’s Disability or death (as applicable), and subsequent installments shall be paid on each anniversary thereof. If the Participant fails to timely elect the form in which benefits are to be distributed in the event of Disability or death, distribution shall be in the form of one (1) lump sum, to be paid on the first day following six (6) months from the date of Disability or death (as applicable). Notwithstanding a Participant’s elected form of payment hereunder, in the event that, after a Participant’s death, the Participant’s primary beneficiary who is receiving installments dies, distribution of the Participant’s remaining Account will be paid to the Participant’s contingent beneficiary described in Section 8.3 in one (1) lump sum.
|
(c)
|
The Participant’s benefit as to a particular Deferral shall be distributed in the form previously elected by the Participant as to that Deferral. If the Participant fails to timely elect the form in which his or her benefit is to be distributed, distribution shall be in the form of one (1) lump sum.
|
6.3
|
Distribution Election
. An election as to the date on which distribution of Separation Benefits or Specified Date Benefits is to be made or commence and the form of payment shall be made by the Participant at the time the Participant makes a Deferral Election and may be modified only as provided in Section 6.4. On each Deferral Election, a Participant may make separate distribution elections with respect to the Deferrals credited to the Participant’s Cash Compensation Deferral Account and Share Deferral Account pursuant to that Deferral Election. If, with respect to a Deferral Election, the Participant fails to timely make an election relating to the commencement of distribution and the form of payment for the Deferrals subject to that Deferral Election, the last such election relating to distribution of benefits under the Plan made by the Participant shall apply to those Deferrals. If no such last election has been made, distribution shall be made as provided in Sections 6.1(a), 6.2(b) and 6.2(c), as applicable. Effective with
|
6.4
|
Modifications to Distribution Elections.
A Participant may amend his or her previously-made distribution election by filing a new election with the Administrator on such form and in such manner as the Administrator shall prescribe; provided, that any such amendment:
|
(a)
|
may not take effect until at least twelve (12) months after such amendment to the election is made;
|
(b)
|
except in the case of a distribution due to Unforeseeable Emergency, Disability, or the death of the Participant, must extend the period of deferral for the first payment for which such amendment is made for a period of no less than five (5) years;
|
(c)
|
may not be made less than twelve (12) months prior to the date of the first scheduled payment of the amount to which such amendment is made; and
|
(d)
|
may not permit acceleration of the time or schedule of any payment under the Plan, except as may be permitted by applicable Treasury Regulations.
|
6.5
|
Distribution Due to Unforeseeable Emergency
. A Participant (or the designated primary beneficiary of a Participant who is receiving installment payments under Section 6.2(b)) may request a distribution from the Participant’s Account in the event that the Participant or primary beneficiary has experienced an Unforeseeable Emergency. If the Administrator determines that an Unforeseeable Emergency exists, the Administrator shall direct the suspension of Deferrals for the remainder of the Plan Year, and if such suspension is insufficient to alleviate the Unforeseeable Emergency, the Administrator may direct the distribution of an amount not in excess of the amount necessary to alleviate such Unforeseeable Emergency, plus such amounts as are necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance, or otherwise or by liquidation of the Participant’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship).
|
6.6
|
Cashout Distribution
. Notwithstanding the preceding provisions of this Article VI, if at any time the Participant’s vested interest in the Plan and any other non-qualified, defined contribution plan sponsored by the Employer in which the Participant participates is $10,000 or less, the Administrator may distribute such interest to the Participant in one (1) lump sum, provided the following requirements are also satisfied:
|
(a)
|
The payment accompanies the termination of the entirety of the Participant’s interest in the Plan, and all similar plans or arrangements that would constitute a nonqualified deferred compensation plan under Treasury Regulation Section 1.409A-1(c);
|
(b)
|
The payment is made on or before the later of (i) December 31 of the calendar year in which the Participant’s Separation from Service occurs, or (ii) the fifteenth (15
th
) day of the third (3
rd
) month following the Participant’s Separation from Service; and
|
(c)
|
The Participant is not provided with an election with respect to receipt of the payment.
|
7.1
|
General.
A Share Award may be deferred as provided in this Article VII.
|
7.2
|
Deferral of Share Awards.
A Participant, subject to the provisions hereof, may elect to defer all or a portion of a Share Award, on such terms as the Administrator may permit, by completing a Share Award Deferral Agreement and submitting it to the Administrator prior to the calendar year in which the Share Award is made. Such election may be made only with respect to Share Awards made on or after January 1, 2005. Such Deferral Elections shall be made pursuant to Section 3.1 hereof, in accordance with the provisions thereof (with respect to such deferrals, the period of deferral is sometimes referred to as the “
Share Deferral Period
”) and shall be distributed pursuant to Article VI hereof. The Administrator shall credit such deferred Share Awards to a bookkeeping account (to be known as a “
Share Award Account
”) for the benefit of such Participant. The Share Awards so deferred initially shall be accounted for by the Company and shall be transferred to the Trustee at such times as the Company shall, in its discretion, determine. Any election to defer all or a portion of a Share Award shall apply to any subsequent Share Award unless and until a revised Deferral Election is submitted to the Administrator.
|
7.3
|
Terms and Conditions of Awards.
Any deferred Share Awards shall remain subject to the forfeiture and transfer restriction provisions of the Share Incentive Plan and any other terms and conditions established by the Company incident thereto in addition to any restrictions imposed pursuant to the Plan.
|
8.1
|
Beneficiaries
. Each Participant may from time to time designate one or more persons, entities or his or her estate as his or her beneficiary under the Plan. Such designation shall be made on a form prescribed by the Administrator.
|
8.2
|
Change of Beneficiary Designation
. Each Participant may at any time and from time to time, change any previous beneficiary designation, without notice to or consent of any previously designated beneficiary, by amending his or her previous designation on a form prescribed by the Administrator.
|
8.3
|
Determination of Beneficiary.
|
(a)
|
If the beneficiary does not survive the Participant (or is otherwise unavailable to receive payment), if the beneficiary does not survive until the final payment is made or if no beneficiary is validly designated, then the amounts payable under the Plan (or any remaining amount, as the case may be) shall be paid to the Participant’s designated contingent beneficiary, if any, and, if none, to the Participant’s surviving spouse, if any, and if none, to his or her surviving issue per stirpes, if any, and, if none, to his or her estate and such person shall be deemed to be a beneficiary hereunder. (For purposes of this Article, a per stirpes distribution to surviving issue means a distribution to such issue as representatives of the branches of the descendants of such Participant; equal shares are allotted for each living child and for the descendants as a group of each deceased child of the deceased Participant).
|
(b)
|
If more than one person is the beneficiary of a deceased Participant, each such person shall receive a pro rata share of any death benefit payable unless otherwise designated on the applicable form.
|
(c)
|
If a beneficiary who is receiving benefits dies, all benefits that were payable to such beneficiary shall then be payable to the estate of that beneficiary.
|
(d)
|
If the Administrator has any doubt as to the proper beneficiary to receive payments hereunder, the Employer shall have the right to withhold such payments until the matter is finally adjudicated. However, any payment made by the Employer, in good faith and in accordance with the Plan, shall fully discharge the Employer from all further obligations with respect to that payment.
|
8.4
|
Lost Participant or Beneficiary
.
|
(a)
|
All Participants and beneficiaries shall have the obligation to keep the Administrator informed of their current address until such time as all benefits due have been paid.
|
(b)
|
If a Participant or beneficiary cannot be located by the Administrator exercising due diligence, then, in its sole discretion, the Administrator may presume that the Participant or beneficiary is deceased for purposes of the Plan and all unpaid amounts (net of due diligence expenses) owed to the Participant or beneficiary shall be paid to his/her estate. Any such presumption of death shall be final, conclusive and binding on all parties.
|
9.1
|
Prohibition Against Funding
. Benefits payable under the Plan shall be paid from the general assets of the Employer, or at the discretion of the Employer, from assets set aside in a Trust to assist the Employer with meeting its obligations hereunder; provided, however, that no person entitled to payment under the Plan shall have any claim, right, priority, security interest, or other interest in any fund, trust, account, or other asset of the Employer that may be looked to for such payment. The liability for the payment of benefits hereunder shall be evidenced only by the Plan and by the existence of a bookkeeping account established and maintained by the Administrator for purposes of the Plan. It is the express intention of the parties hereto that this arrangement shall be unfunded for tax purposes and for purposes of Title I of ERISA.
|
9.2
|
Deposits in Trust
. Notwithstanding Section 9.1, or any other provision of the Plan to the contrary, the Employer may deposit into the Trust any amounts it deems appropriate to pay the benefits under the Plan. The amounts so deposited may include all contributions made pursuant to a Deferral Election by a Participant and shall remain the general assets of the Employer.
|
9.3
|
Withholding of Employee Contributions
. The Administrator is authorized to make any and all necessary arrangements with the Employer in order to withhold the Participant’s Deferrals under section 3.1 hereof from his or her Compensation. The Administrator shall determine the amount and timing of such withholding, but in all events any amounts must be withheld prior to the date on which such Compensation is otherwise payable or paid to the Participant or as otherwise required by applicable laws, rules and regulations.
|
10.1
|
Claim Procedure
. A Participant or beneficiary (the “
Claimant
”) must file with the Administrator a written claim for Plan benefits if the Claimant believes he or she has not received the benefits he or she is entitled to receive.
|
(a)
|
In General
. Notice of a denial of a claim for benefits (other than benefits due to Disability) will be provided by the Administrator to the Claimant within ninety (90) days after the Administrator’s receipt of the Claimant’s written claim for benefits, provided that the Administrator, in its discretion, may determine that an additional ninety (90)-day extension is warranted if it needs additional time to review the claim due to special circumstances. In such event, the Administrator shall notify the Claimant prior to the end of the initial ninety (90)-day period that an extension is needed, the reason therefor and the date by which the Administrator expects to render a decision.
|
(b)
|
Disability Claims
. Notice of a denial of a claim for benefits due to Disability (a “
Disability Claim
”) will be provided within forty-five (45) days of the Administrator’s receipt of the Claimant’s Disability Claim. If the Administrator determines that it needs additional time to review the Disability Claim due to matters beyond the control of the Administrator, the time period for making a determination may be extended for up to thirty (30) days. In such event, the Administrator will provide the Claimant with a notice of the extension before the end of the initial forty-five (45)-day period. If the Administrator determines that a decision cannot be made within the first extension period due to matters beyond the control of the Administrator, the time period for making a determination may be further extended for an additional thirty (30) days. If such an additional extension is necessary, the Administrator shall notify the Claimant prior to the expiration of the initial thirty (30)-day extension. Any notice of extension shall indicate the circumstances necessitating the extension of time, the date by which the Administrator expects to furnish a notice of decision, the specific standards on which such entitlement to a benefit is based, the unresolved issues that prevent a decision on the claim and any additional information needed to resolve those issues. A Claimant will be provided a minimum of forty-five (45) days to submit any necessary additional information to the Administrator. In the event that a thirty (30)-day extension is necessary due to a Claimant’s failure to submit information necessary to decide a claim, the period for furnishing a notice of decision shall be tolled from the date on which the notice of the extension is sent to the Claimant until the earlier of the date the Claimant responds to the request for additional information or the response deadline.
|
(c)
|
Contents of Notice
. If a Claimant’s request for benefits is denied, the notice of denial shall be in writing and shall contain the following information:
|
(i)
|
The specific reason or reasons for the denial in plain language;
|
(ii)
|
A specific reference to the pertinent Plan provisions on which the denial is based;
|
(iii)
|
A description of any additional material or information necessary for the Claimant to perfect the claim and an explanation of why such material or information is necessary;
|
(iv)
|
An explanation of the claims review procedures and the time limits applicable to such procedures;
|
(v)
|
A statement of the Claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse determination upon review; and
|
(vi)
|
In the case of a complete or partial denial of a Disability Claim, the notice shall provide a statement that the Administrator will provide to the Claimant, upon request and free of charge, a copy of any internal rule, guideline, protocol or other similar criterion that was relied upon in making the decision.
|
10.2
|
Appeal of Denied Claims
.
|
(a)
|
In General
. A Claimant whose claim (other than a Disability Claim) has been wholly or partially denied shall be entitled to appeal the claim denial by filing a written appeal to the Administrator within sixty (60) days after Claimant’s receipt of the Administrator’s decision denying the claim. Any claim filed more than sixty (60) days after Claimant’s receipt of the decision will be untimely. A Claimant who timely appeals a denied claim will have the opportunity, upon request and free of charge, to have reasonable access to and copies of all documents, records and other information relevant to the Claimant’s appeal. The Claimant may submit written comments, documents, records and other information relating to his or her claim with the appeal. The Administrator will review all comments, documents, records and other information submitted by the Claimant relating to the claim, regardless of whether such information was submitted or considered in the initial claim determination. The Administrator shall make a determination on the appeal within sixty (60) days after receiving the Claimant’s written appeal, provided that the Administrator may determine that an additional sixty (60)-day extension is necessary due to special circumstances, in which event the Administrator shall notify the Claimant prior to the end of the initial sixty (60)-day period that an extension is needed, the reason therefor and the date by which the Administrator expects to render a decision.
|
(b)
|
Disability Claims
. An appeal of a denied Disability Claim must be filed in writing with the Administrator no later than one hundred eighty (180) days after receipt of the written notification of such claim denial. The review shall be conducted by the Administrator (exclusive of the person who made the initial adverse decision or such person’s subordinate). In reviewing the appeal, the Administrator shall: (i) not afford deference to the initial denial of the Disability Claim, (ii) consult a medical professional who has appropriate training and experience in the field of medicine relating to the Claimant’s Disability and who was neither consulted as part of the initial denial nor is the subordinate of such individual and (iii) identify the medical or vocational experts whose advice was obtained with respect to the initial benefit denial, without regard to whether the advice was relied upon in making the decision. The Administrator shall make its decision regarding the merits of the denied Disability Claim within forty-five (45) days following receipt of the appeal (or within ninety (90) days after such receipt, in a case where there are special circumstances requiring extension of time for reviewing the appealed claim). If an extension of time for reviewing the appeal is required because of special circumstances, written notice of the extension shall be furnished to the Claimant prior to the commencement of the extension. The notice will indicate the special circumstances requiring the extension of time and the date by which the Administrator expects to render the determination on review. Following its review of any additional information
|
(c)
|
Contents of Notice
. If the Claimant’s appeal is denied in whole or part, the Administrator shall provide written notice to the Claimant of such denial. The written notice shall include the following information:
|
(i)
|
The specific reason or reasons for the denial;
|
(ii)
|
A specific reference to the pertinent Plan provisions on which the denial is based;
|
(iii)
|
A statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to and copies of all documents, records, and other information relevant to the Claimant’s claim;
|
(iv)
|
A statement of the Claimant’s right to bring a civil action under Section 502(a) of ERISA; and
|
(v)
|
For the denial of a Disability Claim, the notice will also include a statement that the Administrator will provide, upon request and free of charge, (A) any internal rule, guideline, protocol or other similar criterion relied upon in making the decision, (B) any medical opinion relied upon to make the decision and (C) the required statement under Section 2560.503-1(j)(5)(iii) of the Department of Labor regulations.
|
10.3
|
Relevance
. For purposes of Section 10.1 and Section 10.2, documents, records, or other information shall be considered “relevant” to a Claimant’s claim for benefits if such documents, records or other information:
|
(a)
|
were relied upon in making the benefit determination;
|
(b)
|
were submitted, considered, or generated in the course of making the benefit determination, without regard to whether such documents, records or other information were relied upon in making the benefit determination; or
|
(c)
|
demonstrate compliance with the administrative processes and safeguards required pursuant to Section 10.1 and Section 10.2 regarding the making of the benefit determination.
|
10.4
|
Six-Month Deadline for Filing Suit
. A Claimant dissatisfied with the Administrator’s decision upon appeal under Section 10.2 must file any lawsuit challenging that decision no later than six months after the Administrator mails the notice of denial, regardless of any state or federal statues establishing provisions relating to limitations on actions. Any suit brought more than six months after the denial on appeal shall be deemed untimely. In ruling on any such suit, the court shall uphold the Administrator’s determinations unless they constitute an abuse of discretion or fraud. No Claimant may institute any action or proceeding in any state or federal court of law or equity, or before any administrative tribunal or arbitrator, for a claim for benefits under the Plan until he or she first has exhausted the procedures set forth in Sections 10.1 and 10.2.
|
10.5
|
Decisions of Administrator
. All actions, interpretations, and decisions of the Administrator shall be conclusive and binding on all persons, and shall be given the maximum deference permitted by law.
|
11.1
|
Administrator
.
|
(a)
|
The Administrator is expressly empowered to determine all questions arising in the administration, interpretation and application of the Plan; to employ actuaries, accountants, counsel, and other persons it deems necessary in connection with the administration of the Plan; to request any information from the Employer it deems necessary to determine whether the Employer would be considered insolvent or subject to a proceeding in bankruptcy; and to take all other necessary and proper actions to fulfill its duties as Administrator.
|
(b)
|
The Administrator shall not be liable for any actions taken by it hereunder, unless due to its own gross negligence, willful misconduct or lack of good faith.
|
(c)
|
The Administrator shall be indemnified and saved harmless by the Employer from and against all personal liability to which it may be subject by reason of any act done or omitted to be done in its official capacity as Administrator in good faith in the administration of the Plan and Trust, including all expenses reasonably incurred in its defense in the event the Employer fails to provide such defense upon the request of the Administrator. The Administrator is relieved of all responsibility in connection with its duties hereunder to the fullest extent permitted by law, short of breach of duty to the Participants and beneficiaries.
|
11.2
|
No Assignment
. Benefits or payments under the Plan shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors of the Participant or the Participant’s beneficiary, whether voluntary or involuntary, and any attempt to so anticipate, alienate, sell, transfer, assign, pledge, encumber, attach or garnish the same shall not be valid, nor shall any such benefit or payment be in any way liable for or subject to the debts, contracts, liabilities, engagement or torts of any Participant or beneficiary, or any other person entitled to such benefit or payment pursuant to the terms of the Plan, except to such extent as may be required by law. If any Participant or beneficiary or any other person entitled to a benefit or payment pursuant to the terms of the Plan becomes bankrupt or attempts to anticipate, alienate, sell, transfer, assign, pledge, encumber, attach or garnish any benefit or payment under the Plan, in whole or in part, or if any attempt is made to subject any such benefit or payment, in whole or in part, to the debts, contracts, liabilities, engagements or torts of the Participant or beneficiary or any other person entitled to any such benefit or payment pursuant to the terms of the Plan, then such benefit or payment, in the discretion of the Administrator, shall cease and terminate with respect to such Participant or beneficiary, or any other such person.
|
11.3
|
No Employment Rights
. Participation in the Plan shall not be construed to confer upon any Participant the legal right to be retained in the employ of the Employer, or give a Participant or beneficiary, or any other person, any right to any payment whatsoever, except to the extent of the benefits provided for hereunder. Each Participant shall remain subject to discharge to the same extent as if the Plan had never been adopted.
|
11.4
|
Incompetence
. If the Administrator determines that any person to whom a benefit is payable under the Plan is incompetent by reason of physical or mental disability, the Administrator shall have the power to cause the payments becoming due to such person to be made to another for
|
11.5
|
Identity
. If, at any time, any doubt exists as to the identity of any person entitled to any payment hereunder or the amount or time of such payment, the Administrator shall be entitled to hold such sum until such identity or amount or time is determined or until an order of a court of competent jurisdiction is obtained. The Administrator shall also be entitled to pay such sum into court in accordance with the appropriate rules of law. Any expenses incurred by the Employer, Administrator, and Trust incident to such proceeding or litigation shall be charged against the Account of the affected Participant.
|
11.6
|
Other Benefits
. The benefits of each Participant or beneficiary hereunder shall be in addition to any benefits paid or payable to or on account of the Participant or beneficiary under any other pension, disability, annuity or retirement plan or policy whatsoever.
|
11.7
|
Expenses
. All expenses incurred in the administration of the Plan, whether incurred by the Employer or the Plan, shall be paid by the Employer. Notwithstanding the foregoing, fees incurred as a result of investment activity in an individual Account shall be assessed against such Account if such Account is maintained on behalf of a former Participant.
|
11.8
|
Insolvency
. Should the Employer be considered insolvent (as defined by the Trust), the Employer, through its Board and chief executive officer, shall give immediate written notice of such to the Trustee. Upon receipt of such notice, the Trustee shall comply with the applicable terms of the Trust.
|
11.9
|
Amendment and Termination
.
|
(a)
|
Except as otherwise provided in this Section, the Board or the Compensation Committee of the Board shall have the sole authority to modify, amend or terminate the Plan; provided, however, that any modification or termination of the Plan shall not reduce, without the consent of a Participant, a Participant’s right to any vested amounts already credited to his or her Account. The Plan may be amended by the Administrator or any other authorized committee of the Board if the primary effect of the amendment is to simplify or clarify Plan administration or if the primary purpose of the amendment is to cause the Plan to comply with applicable statutes, Regulations, or other published regulatory guidance. Distributions upon Plan termination shall in all events comply with guidance issued under Code Section 409A. An Employer may elect to terminate its status as such at any time and, in such event, such termination shall not affect the Employer’s obligations under the Plan with respect to amounts previously credited and/or deferred under the Plan (including earnings thereon) for which the Employer is liable.
|
(i)
|
Within twelve (12) months of the Employer’s dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court pursuant to 11 U.S.C. Section 503(b)(1)(A), provided that the amounts deferred under the Plan are included in the Participants’ gross income in the latest of:
|
(1)
|
The calendar year in which the Plan termination occurs;
|
(2)
|
The first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or
|
(3)
|
The first calendar year in which the payment is administratively practicable.
|
(ii)
|
Within the thirty (30) days preceding or the twelve (12) months following an event or transaction constituting a “change in the ownership or effective control” of the Company or a change “in the ownership of a substantial portion of the assets of” the Company (within the meaning of Section 409A(a)(2)(A)(v) of the Code and related guidance issued thereunder), provided all substantially similar arrangements sponsored by the Employer are also terminated, so that the Participant and all participants under substantially similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the date of termination of the arrangements.
|
(iii)
|
At the discretion of the Employer, provided that all of the following requirements are satisfied:
|
(1)
|
The termination does not occur proximate to a downturn in the financial health of the Employer;
|
(2)
|
All arrangements sponsored by the Employer that would be aggregated with the Plan under Treasury Regulation Section 1.409A-1(c) if the same Participant participated in all of the arrangements are terminated;
|
(3)
|
No payments are made under the terminated arrangements (other than payments that would be payable under the terms of the arrangements if the termination had not occurred) within twelve (12) months of the termination of the arrangements;
|
(4)
|
All payments are made within twenty-four (24) months of the termination of the arrangements; and
|
(5)
|
The Employer does not adopt a new arrangement that would be aggregated with any terminated arrangement under Treasury Regulation Section 1.409A-1(c) if the same Participant participated in both arrangements, at any time within three (3) years following the date of termination of the arrangement.
|
(iv)
|
Such other events and conditions as the Commissioner of Internal Revenue may prescribe in generally applicable guidance published in the Internal Revenue Bulletin.
|
(b)
|
A Participant shall have a right to the vested portion of his or her Account in the event of the termination of the Plan.
|
11.10
|
Construction
. All questions of interpretation, construction or application arising under or concerning the terms of the Plan shall be decided by the Administrator, in its sole and final discretion, whose decision shall be final, binding and conclusive upon all persons. In the event
|
11.11
|
Governing Law
. The Plan shall be governed by, construed and administered in accordance with the applicable provisions of the Employee Retirement Income Security Act of 1974, as amended, Code Section 409A so as to not result in any tax, penalty, or interest thereunder, and any other applicable federal law and any applicable guidance issued under any such law, provided, however, that to the extent not preempted by federal law, the Plan shall be governed by, construed and administered under the laws of the State of Texas, other than its laws respecting choice of law.
|
11.12
|
Severability
. If any provision of the Plan is held invalid or unenforceable, its invalidity or unenforceability shall not affect any other provision of the Plan and the Plan shall be construed and enforced as if such provision had not been included therein. If the inclusion of any Employee (or Employees) as a Participant under the Plan would cause the Plan to fail to be maintained solely for a select group of highly compensated or management employees, then the Plan shall be severed with respect to such Employee or Employees who shall be considered to be participating in a separate arrangement.
|
11.13
|
Headings
. The Article headings contained herein are inserted only as a matter of convenience and for reference and in no way define, limit, enlarge or describe the scope or intent of the Plan nor in any way shall they affect the Plan or the construction of any provision thereof.
|
11.14
|
Entire Agreement
. This instrument contains the entire terms of the Plan and supersedes any prior understandings or written documents which have heretofore set forth the terms of the Plan and/or any oral agreements between the Employer and any of the Participants respecting the within subject matter. No modification, amendment, change, or discharge of any term or provision of the Plan shall be valid or binding unless the same is in writing and signed by a duly authorized officer of the Company.
|
11.15
|
Terms
. Capitalized terms shall have meanings as defined herein. Singular nouns shall be read as plural, masculine pronouns shall be read as feminine, and vice versa, as appropriate.
|
11.16
|
Real Estate Investment Trust (“REIT”) Status.
The Plan shall not permit the Deferral by any person that would result in the Employer being “closely held” within the meaning of Section 856(h) of the Code, or otherwise failing to qualify as a REIT under Section 856
et seq.
of the Code (including but not limited to ownership that would result in the Employer owning (actually or constructively) an interest in a tenant that is described in Section 856(d)(2)(B) of the Code if the income derived by the Employer (either directly or indirectly through its affiliates) from such tenant may cause the Employer to fail to satisfy any of the gross income requirements of Section 856(c) of the Code).
|
11.17
|
Compliance
with Internal Revenue Code.
The Plan is intended to be a nonqualified deferred compensation plan within the definition of Section 409A of the Code, and is intended to meet all the requirements of that and any other applicable Code sections. The Plan has been amended previously to make available to Participants transitional relief offered under Section 409A of the Code, and to the extent such relief is no longer available, such provisions have been excluded from this restatement of the Plan. The Plan may be further amended as the Administrator may determine advisable to comply with such laws.
|
|
|
|
CAMDEN PROPERTY TRUST
|
|
|
|
|
|
|
|
|
By:
|
/s/ Alexander J. Jessett
|
|
|
|
|
|
|
|
|
Title:
|
Alexander J. Jessett
|
|
|
|
|
Executive Vice President-Finance,
|
|
|
|
|
Chief Financial Officer and Treasurer
|
|
|
|
|
|
Names of Significant Subsidiaries
|
|
State of
Incorporation/
Organization
|
|
Name Under Which
Business is Done
|
|
|
|
||
1. Camden Operating, L.P.
|
|
Delaware
|
|
Camden Operating, L.P.
|
|
|
|
||
2. Camden USA, Inc.
|
|
Delaware
|
|
Camden USA, Inc.
|
|
|
|
||
3. Camden Development, Inc.
|
|
Delaware
|
|
Camden Development, Inc.
|
|
|
|
||
4. Camden Summit Partnership, L.P.
|
|
Delaware
|
|
Camden Summit Partnership, L.P.
|
|
/s/ Heather J. Brunner
|
Signature
|
|
Heather J. Brunner
|
Print Name
|
|
/s/ Scott S. Ingraham
|
Signature
|
|
Scott S. Ingraham
|
Print Name
|
|
/s/ Renu Khator
|
Signature
|
|
Renu Khator
|
Print Name
|
|
/s/ William B. McGuire, Jr.
|
Signature
|
|
William B. McGuire, Jr.
|
Print Name
|
|
/s/ William F. Paulsen
|
Signature
|
|
William F. Paulsen
|
Print Name
|
|
/s/ Frances Aldrich Sevilla-Sacasa
|
Signature
|
|
Frances Aldrich Sevilla-Sacasa
|
Print Name
|
|
/s/ Steven A. Webster
|
Signature
|
|
Steven A. Webster
|
Print Name
|
|
/s/ Kelvin R. Westbrook
|
Signature
|
|
Kelvin R. Westbrook
|
Print Name
|
1.
|
I have reviewed this annual report on Form 10-K of Camden Property Trust;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: February 15, 2019
|
/s/ Richard J. Campo
|
|
Richard J. Campo
|
|
Chairman of the Board of Trust Managers and
|
|
Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of Camden Property Trust;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: February 15, 2019
|
/s/ Alexander J. Jessett
|
|
Alexander J. Jessett
|
|
Executive Vice President-Finance,
|
|
Chief Financial Officer and Treasurer
|
1.
|
The Annual Report on Form 10-K of the Company for the period ended
December 31, 2018
(“the Report”) fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ Richard J. Campo
|
|
Richard J. Campo
|
|
Chairman of the Board of Trust Managers and
|
|
Chief Executive Officer
|
|
|
|
/s/ Alexander J. Jessett
|
|
Alexander J. Jessett
|
|
Executive Vice President-Finance,
|
|
Chief Financial Officer and Treasurer
|