10-K 1 cpt10k-01.txt CAMDEN PROPERTY TRUST - DATED 12/31/01 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------------------------------------------- FORM 10-K FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2001 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to _________ Commission file number: 1-12110 CAMDEN PROPERTY TRUST (Exact Name of Registrant as Specified in Its Charter) Texas 76-6088377 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 3 Greenway Plaza, Suite 1300 77046 Houston, Texas (Zip Code) (Address of Principal Executive Offices) Registrant's telephone number, including area code: (713) 354-2500 Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered ------------------- ----------------------------------------- Common Shares of Beneficial New York Stock Exchange Interest, $.01 par value Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes X No ------- ------- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. The aggregate market value of voting shares of beneficial interest held by non-affiliates of the registrant was $1,518,877,625 at March 15, 2002. The number of common shares of beneficial interest outstanding at March 15, 2002 was 40,993,198. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant's Annual Report to Shareholders for the year ended December 31, 2001 are incorporated by reference in Parts I, II and IV. Portions of the registrant's Proxy Statement in connection with its Annual Meeting of Shareholders to be held May 15, 2002 are incorporated by reference in Part III. TABLE OF CONTENTS Page PART I Item 1. Business...................................................... 3 Item 2. Properties.................................................... 5 Item 3. Legal Proceedings............................................. 9 Item 4. Submission of Matters to a Vote of Security Holders........... 9 PART II Item 5. Market for Registrant's Common Equity and Related Stockholder Matters................................... 10 Item 6. Selected Financial Data....................................... 10 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations........................... 10 Item 7a. Quantitative and Qualitative Disclosures About Market Risk............................................. 10 Item 8. Financial Statements and Supplementary Data................... 10 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure........................ 10 PART III Item 10. Directors and Officers of the Registrant...................... 10 Item 11. Executive Compensation........................................ 10 Item 12. Security Ownership of Certain Beneficial Owners and Management......................................... 10 Item 13. Certain Relationships and Related Transactions................ 10 PART IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K................................................... 11 SIGNATURES .............................................................. 15 PART I Item 1. Business Introduction Camden Property Trust is a real estate investment trust organized on May 25, 1993 and, with our subsidiaries, reports as a single business segment. We are one of the largest real estate investment trusts in the nation with operations related to the ownership, development, construction and management of multifamily apartment communities in nine states. As of December 31, 2001, we owned interests in, operated or were developing 147 properties containing 52,147 apartment homes geographically dispersed in the Sunbelt and Midwestern markets, from Florida to California. Our properties, excluding properties in lease-up and under development, had a weighted average occupancy rate of 94.2% for the year ended December 31, 2001. This rate represents the average occupancy for all of our properties in 2001 weighted by the number of apartment homes in each property. Two of our newly developed multifamily properties containing 1,000 apartment homes were in lease-up at year end. Two of our multifamily properties containing 802 apartment homes were under development at December 31, 2001. We also have several sites which we intend to develop into multifamily apartment communities. At December 31, 2001, we had 1,750 employees. Our headquarters are located at 3 Greenway Plaza, Suite 1300, Houston, Texas 77046 and our telephone number is (713) 354-2500. Operating Strategy We believe that producing consistent earnings growth and selectively investing in favorable markets are crucial factors to our success. We rely heavily on our sophisticated property management capabilities and innovative operating strategies in our efforts to produce consistent earnings growth. Sophisticated Property Management. We believe the depth of our organization enables us to deliver quality services, thereby promoting resident satisfaction and improving resident retention, which should reduce operating expenses. We manage our properties utilizing a staff of professionals and support personnel, including certified property managers, experienced apartment managers and leasing agents, and trained apartment maintenance technicians. Our on-site personnel are trained to deliver high quality services to their residents. We attempt to motivate our on-site employees through incentive compensation arrangements based upon the net operating income produced at their property, as well as rental rate increases and the level of lease renewals achieved. Property net operating income represents total property revenues less property operating and maintenance expenses, including real estate taxes. Operating Strategies. We believe an intense focus on operations is necessary to realize consistent, sustained earnings growth. Ensuring resident satisfaction, increasing rents as market conditions allow, maximizing rent collections, maintaining property occupancy at optimal levels and controlling operating costs comprise our principal strategies to maximize property net operating income. Lease terms are generally staggered based on vacancy exposure by apartment type so that lease expirations are better matched to each property's seasonal rental patterns. We offer leases ranging from six to thirteen months, with individual property marketing plans structured to respond to local market conditions. In addition, we conduct ongoing customer service surveys to ensure we respond timely to residents changing needs and to ensure that residents retain a high level of satisfaction. Branding. In 2001, we began implementation of our strategic brand initiative, and each of our communities now carries the Camden flagship name. Our brand promise of "Living Excellence" reinforces our reputation as an organization that promises excellence everywhere our customers look. This initiative was undertaken to reinforce our reputation as a provider of high quality apartment home living. These actions leverage our brand to increase market awareness and define who and what we are to our current and prospective residents. We believe these actions will create long-term value for us and our shareholders. New Development and Acquisitions. We believe we are well positioned in our current markets and have the expertise to take advantage of both development and acquisition opportunities which have healthy long-term fundamentals and strong growth projections. This dual capability, combined with what we believe is a conservative financial structure, allows us to concentrate our growth efforts towards selective development alternatives and acquisition opportunities. We believe that the physical improvements we have made at our acquired properties, such as new or enhanced landscaping design, new or upgraded amenities and redesigned building structures, coupled with a strong focus on property management and marketing, has resulted in attractive yields on acquired properties. 3 Selective development of new apartment properties will continue to be important to the growth of our portfolio for the next several years. We use experienced on-site construction superintendents, operating under the supervision of project managers and senior management, to control the construction process. All development decisions are made from our corporate office. Risks inherent to developing real estate include zoning changes and environmental matters. There is also the risk that certain assumptions concerning economic conditions may change during the development process. We believe that we understand and effectively manage the risks associated with development and that the risks of new development are justified by higher potential yields. Our consolidated financial statements include $143.6 million related to properties currently under development. Of this amount, $46.2 million relates to our two current development projects: Camden Harbour View in Long Beach and Camden Vineyards in Southern California. Additionally, we have $97.4 million invested in land held for future development. Included in this amount is $51.8 million in land development projects located in Houston, Dallas, and Long Beach. We are currently in the planning phase with respect to these properties to further develop apartment homes in these areas. We may also sell certain parcels of undeveloped land to third parties for commercial and retail development. Dispositions. We continue to operate in markets where we have a concentration advantage due to economies of scale. We feel that where possible, it is best to operate with a strong base of properties in order to benefit from the personnel allocation and the market strength associated with managing several properties in the same market. However, in order to generate consistent earnings growth, we will seek to selectively dispose of properties and redeploy capital if we determine a property cannot meet long-term earnings growth expectations. We also intend to continue rebalancing our portfolio with the goal of limiting any one market to providing no more than 12% of total net operating income. Our strategy regarding the undeveloped land sales has been to integrate the residential and retail components in such a way that enhances the quality of life for our residents. Environmental Matters. Under various federal, state and local laws, ordinances and regulations, we are liable for the costs of removal or remediation of certain hazardous or toxic substances on or in our properties. These laws often impose liability without regard to whether we knew of, or were responsible for, the presence of the hazardous or toxic substances. All of our properties have been subjected to Phase I site assessments or similar environmental audits to determine if there is a likelihood of contamination from either on- or off-site sources. These audits have been carried out in accordance with accepted industry practices. We have also conducted limited subsurface investigations and tested for radon and lead-based paint where such procedures have been recommended by our consultants. We cannot assure you that existing environmental studies reveal all environmental liabilities or that any prior owner did not create any material environmental condition not known to us. The costs of investigation, remediation or removal of hazardous substances may be substantial. If hazardous or toxic substances are present on a property, or if we fail to properly remediate such substances, our ability to sell or rent such property or to borrow using such property as collateral may be adversely affected. Insurance. We carry comprehensive liability, fire, flood, extended coverage and rental loss insurance on our properties, which we believe is of the type and amount customarily obtained on real property assets. We intend to obtain similar coverage for properties we acquire in the future. However, there are certain types of losses, generally of a catastrophic nature, such as losses from floods or earthquakes, that may be subject to limitations in certain areas. Our board exercises its discretion in determining amounts, coverage limits and deductibility provisions of insurance, with a view to maintaining appropriate insurance on our investments at a reasonable cost and on suitable terms. If we suffer a substantial loss, our insurance coverage may not be sufficient to pay the full current market value or current replacement cost of our lost investment. Inflation, changes in building codes and ordinances, environmental considerations and other factors also might make it infeasible to use insurance proceeds to replace a property after it has been damaged or destroyed. Markets and Competition Our portfolio consists of middle to upper market apartment properties. We target acquisitions and developments in selected high-growth markets. Since our initial public offering in 1993, we have diversified into other markets in the Southwest region and into the Southeast, Midwest and Western regions of the United States. By combining acquisition, renovation and development capabilities, we believe we can better respond to changing conditions in each market, reduce market risk and take advantage of opportunities as they arise. There are numerous housing alternatives that compete with our properties in attracting residents. Our properties compete directly with other multifamily properties and single family homes that are available for rent in the markets in which our properties are located. Our properties also compete for residents with the new and existing owned-home market. The demand for rental housing is driven by economic and demographic trends. Recent trends in the economics of renting 4 versus home ownership indicate an increasing demand for owned housing in certain markets, due to a number of factors, including the decrease in mortgage interest rates. Rental demand should be strong in areas anticipated to experience in-migration, due to the younger ages that characterize movers as well as the relatively high cost of home ownership in higher growth areas. Disclosure Regarding Forward Looking Statements We have made statements in this report that are "forward-looking" in that they do not discuss historical fact, but instead note future expectations, projections, intentions or other items relating to the future. These forward-looking statements include those made in the documents incorporated by reference in this report. Forward-looking statements are subject to known and unknown risks, uncertainties and other facts that may cause our actual results or performance to differ materially from those contemplated by the forward- looking statements. Many of those factors are noted in conjunction with the forward-looking statements in the text. Other important factors that could cause actual results to differ include: 1. The results of our efforts to implement our property development strategy. 2. The effect of economic conditions. 3. Failure to qualify as a real estate investment trust. 4. The costs of our capital. 5. Actions of our competitors and our ability to respond to those actions. 6. Changes in government regulations, tax rates and similar matters. 7. Environmental uncertainties and natural disasters. Given these uncertainties, do not rely on these forward-looking statements. These forward-looking statements represent our estimates and assumptions as of the date of this report. We assume no obligation to update or revise any forward-looking statements. Item 2. Properties The Properties Our properties typically consist of two- and three-story buildings in a landscaped setting and provide residents with a variety of amenities. Most of the properties have, or are expected to have, one or more swimming pools and a clubhouse and many have whirlpool spas, tennis courts and controlled-access gates. Many of the apartment homes offer additional features such as fireplaces, vaulted ceilings, microwave ovens, covered parking, icemakers, washers and dryers and ceiling fans. The 145 properties, which we owned interests in and operated at December 31, 2001, average 849 square feet of living area. Operating Properties For the year ended December 31, 2001, no single operating property accounted for greater than 2.6% of our total revenues. The operating properties had a weighted average occupancy rate of 94% for 2001 and 2000. Resident lease terms generally range from six to thirteen months and usually require security deposits. One hundred and twenty six of our operating properties have over 200 apartment homes, with the largest having 894 apartment homes. Our operating properties have an average age of 11 years (calculated on the basis of investment dollars). Our operating properties were constructed and placed in service as follows: Year Placed in Service Number of Properties ------------------------------- ------------------------ 1997 - 2001 25 1992 - 1996 29 1987 - 1991 28 1982 - 1986 48 Prior to 1982 15 Property Table The following table sets forth information with respect to our operating properties at December 31, 2001. 5

OPERATING PROPERTIES -------------------------------------------------------------------------------------------------------------------------------- December 2001 Avg. Mo. Rental Rates ---------------------- Number of Year Placed Average Apartment 2001 Average Per Property and Location Apartments in Service Size (Sq. Ft.) Occupancy (1) Apartment Per Sq. Ft. -------------------------------------------------------------------------------------------------------------------------------- ARIZONA Phoenix Camden Copper Square (2) 332 2000 786 89 % $ 824 $ 1.05 Camden Fountain Palms 192 1986/1996 1,050 95 772 0.73 Camden Legacy 428 1996 1,067 93 913 0.86 Camden Pecos Ranch 272 2001 924 94 853 0.92 Camden Sierra 288 1997 925 93 752 0.81 Camden Towne Center 240 1998 871 92 785 0.90 Camden Vista Valley 357 1986 923 93 728 0.79 Tucson Camden Pass 456 1984 559 95 470 0.84 Camden View 365 1974 1,026 92 720 0.70 CALIFORNIA Orange County Camden Crown Valley (6) 380 2001 1,009 Lease-up 1,458 1.45 Camden Martinique 714 1986 795 96 1,202 1.51 Camden Parkside 421 1972 835 96 1,067 1.28 Camden Sea Palms 138 1990 891 98 1,197 1.34 COLORADO Denver Camden Arbors 358 1986 810 94 867 1.07 Camden Caley 218 2000 925 94 1,006 1.09 Camden Centennial 276 1985 744 94 832 1.12 Camden Denver West (4) 320 1997 1,015 95 1,202 1.18 Camden Highlands Ridge 342 1996 1,141 93 1,236 1.08 Camden Interlocken 340 1999 1,022 96 1,261 1.23 Camden Lakeway 451 1997 919 94 1,074 1.17 Camden Pinnacle 224 1985 748 94 831 1.11 FLORIDA Orlando Camden Club 436 1986 1,077 86 875 0.81 Camden Fountains 552 1984/1986 747 95 615 0.82 Camden Landings 220 1983 748 96 646 0.86 Camden Lee Vista (2) 492 2000 937 95 832 0.89 Camden Renaissance 578 1996/1998 899 89 793 0.88 Camden Reserve 526 1990/1991 824 93 723 0.88 Tampa/St. Petersburg Camden Bay 408 1997 927 92 838 0.90 Camden Bay Pointe 368 1984 771 95 657 0.85 Camden Bayside 832 1987/1989 748 94 703 0.94 Camden Citrus Park 247 1985 704 95 621 0.88 Camden Isles 484 1983/1985 722 93 615 0.85 Camden Lakes 688 1982/1983 728 92 660 0.91 Camden Lakeside 228 1986 728 95 663 0.91 Camden Live Oaks 770 1990 1,093 90 783 0.72 Camden Preserve 276 1996 942 90 924 0.98 Camden Westshore 278 1986 728 95 727 1.00 Camden Woods 444 1986 1,223 96 791 0.65 KENTUCKY Louisville Camden Brookside 224 1987 732 91 654 0.89 Camden Downs 254 1975 682 92 562 0.82 Camden Meadows 400 1987/1990 746 92 663 0.89 Camden Oxmoor (2) 432 2000 903 88 782 0.87 Camden Prospect Park 138 1990 916 92 757 0.83 MISSOURI Kansas City Camden Passage 596 1989/1997 832 93 743 0.89 St. Louis Camden Cedar Lakes 420 1986 852 94 619 0.73 Camden Cove West 276 1990 828 95 968 1.17 Camden Cross Creek 591 1973/1980 947 92 838 0.88 Camden Taravue 304 1975 676 92 576 0.85 Camden Trace 372 1972 1,158 95 807 0.70 Camden Westchase 160 1986 945 97 944 1.00

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OPERATING PROPERTIES (CONTINUED) -------------------------------------------------------------------------------------------------------------------------------- December 2001 Avg. Mo. Rental Rates ---------------------- Number of Year Placed Average Apartment 2001 Average Per Property and Location Apartments in Service Size (Sq. Ft.) Occupancy (1) Apartment Per Sq. Ft. -------------------------------------------------------------------------------------------------------------------------------- NEVADA Las Vegas Camden Bel Air 528 1988/1995 943 93 % $ 799 $ 0.85 Camden Breeze 320 1989 846 95 723 0.85 Camden Canyon 200 1995 987 96 834 0.84 Camden Commons 376 1988 936 96 793 0.85 Camden Cove 124 1990 898 96 752 0.84 Camden Del Mar 560 1995 986 97 886 0.90 Camden Fairways 320 1989 896 97 777 0.87 Camden Greens 432 1990 892 96 761 0.85 Camden Harbor 336 1996 1,008 98 840 0.83 Camden Hills 184 1991 579 94 552 0.95 Camden Legends 113 1994 792 98 766 0.97 Camden Palisades 624 1991 905 96 795 0.88 Camden Pines 315 1997 1,005 97 844 0.84 Camden Pointe 252 1996 985 95 785 0.80 Camden Summit 234 1995 1,187 96 1,119 0.94 Camden Tiara 400 1996 1,043 96 867 0.83 Camden Vintage 368 1994 978 95 782 0.80 Oasis Bay (3) 128 1990 862 95 776 0.90 Oasis Crossings (3) 72 1996 983 97 794 0.81 Oasis Emerald (3) 132 1988 873 94 675 0.77 Oasis Gateway (3) 360 1997 1,146 94 858 0.75 Oasis Heritage (3) 720 1986 950 97 611 0.64 Oasis Island (3) 118 1990 901 94 675 0.75 Oasis Landing (3) 144 1990 938 94 716 0.76 Oasis Meadows (3) 383 1996 1,031 95 777 0.75 Oasis Palms (3) 208 1989 880 94 710 0.81 Oasis Pearl (3) 90 1989 930 95 733 0.79 Oasis Place (3) 240 1992 440 95 524 1.19 Oasis Plaza (3) 300 1976 820 94 635 0.77 Oasis Ridge (3) 477 1984 391 91 454 1.16 Oasis Rose (3) 212 1994 1,025 97 741 0.72 Oasis Sands 48 1994 1,125 97 815 0.72 Oasis Sierra (3) 208 1998 922 94 828 0.90 Oasis Springs (3) 304 1988 838 93 661 0.79 Oasis Suites (3) 409 1988 404 93 510 1.26 Oasis View (3) 180 1983 940 95 690 0.73 Oasis Vinings (3) 234 1994 1,152 94 803 0.70 Reno Camden Bluffs 450 1997 1,111 95 1,071 0.96 NORTH CAROLINA Charlotte Camden Eastchase 220 1986 698 94 625 0.90 Camden Forest 208 1989 703 94 658 0.94 Camden Habersham 240 1986 773 91 683 0.88 Camden Park Commons 232 1997 859 92 764 0.89 Camden Pinehurst 407 1967 1,147 91 822 0.72 Camden Timber Creek 352 1984 706 91 663 0.94 Greensboro Camden Glen 304 1980 662 92 592 0.90 Camden Wendover 216 1985 795 91 659 0.83 TEXAS Austin Camden Briar Oaks 430 1980 711 97 683 0.96 Camden Huntingdon 398 1995 903 94 875 0.97 Camden Laurel Ridge 183 1986 705 95 690 0.98 Camden Ridgecrest 284 1995 851 95 831 0.98 Camden Ridgeview 167 1984 859 95 788 0.92 Camden Woodview 283 1984 644 97 680 1.06

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OPERATING PROPERTIES (CONTINUED) -------------------------------------------------------------------------------------------------------------------------------- December 2001 Avg. Mo. Rental Rates ---------------------- Number of Year Placed Average Apartment 2001 Average Per Property and Location Apartments in Service Size (Sq. Ft.) Occupancy (1) Apartment Per Sq. Ft. -------------------------------------------------------------------------------------------------------------------------------- Corpus Christi Camden Breakers 288 1996 861 95% $ 769 $ 0.89 Camden Copper Ridge 344 1986 775 94 601 0.78 Camden Miramar (5) 451 1994-2000 569 86 791 1.39 Camden Waterford 580 1976 767 94 517 0.67 Dallas/Fort Worth Camden Addison 456 1996 942 96 917 0.97 Camden Buckingham 464 1997 919 93 875 0.95 Camden Centreport 268 1997 910 92 858 0.94 Camden Cimarron 286 1992 772 95 847 1.10 Camden Farmers Market (6) 620 2001 916 Lease-up 1,074 1.17 Camden Gardens 256 1983 652 94 635 0.97 Camden Glen Lakes 424 1979 877 91 804 0.92 Camden Highlands 160 1985 816 95 692 0.85 Camden Lakeview 476 1985 853 94 680 0.80 Camden Legacy Creek 240 1995 831 94 826 0.99 Camden Legacy Park 276 1996 871 95 848 0.97 Camden Oaks 446 1985 730 95 684 0.94 Camden Oasis 602 1986 548 92 611 1.11 Camden Place 442 1984 772 93 650 0.84 Camden Ridge 208 1985 829 94 661 0.80 Camden Springs 304 1987 713 96 651 0.91 Camden Terrace 340 1984 848 94 656 0.77 Camden Towne Village 188 1983 735 94 649 0.88 Camden Trails 264 1984 733 92 635 0.87 Camden Valley Creek 380 1984 855 95 717 0.84 Camden Valley Park 516 1986 743 94 726 0.98 Camden Valley Ridge 408 1987 773 94 663 0.86 Camden Westview 335 1983 697 93 663 0.95 Houston Camden Baytown 272 1999 844 94 720 0.85 Camden Chasewood 282 1978 749 96 589 0.79 Camden Creek 456 1984 639 94 623 0.98 Camden Crossing 366 1982 762 96 614 0.81 Camden Greenway 756 1999 861 97 1,014 1.18 Camden Holly Springs 548 1999 934 97 912 0.98 Camden Midtown 337 1999 843 96 1,016 1.20 Camden Park 288 1995 866 94 833 0.96 Camden Steeplechase 290 1982 748 97 630 0.84 Camden Stonebridge 204 1993 845 97 825 0.98 Camden Sugar Grove 380 1997 917 94 859 0.94 Camden Vanderbilt 894 1996/1997 863 98 1,034 1.20 Camden Wallingford 462 1980 787 97 636 0.81 Camden West Oaks 671 1982 726 94 578 0.80 Camden Wilshire 536 1982 761 96 602 0.79 Camden Wyndham 448 1978/1981 797 96 561 0.70 -------- ------------ ----------- -------- --------- Total 51,345 849 94% $ 777 $ 0.91 ======== ============ =========== ======== =========

(1) Represents average physical occupancy for the year, except as noted below. (2) Development property - average occupancy calculated from date at which occupancy exceeded 90% through year-end. (3) Properties owned through a joint venture in which we own a 20% interest. The remaining interest is owned by an unaffiliated private pension fund. (4) Property owned through a joint venture in which we own a 50% interest. The remaining interest is owned by an unaffiliated private investor. (5) Miramar is a student housing project for Texas A&M at Corpus Christi. Average occupancy includes summer which is normally subject to high vacancies. (6) Properties under lease-up at December 31, 2001. 8 Operating Properties Under Lease-Up The operating properties under lease-up table is incorporated herein by reference from page 37 of the Company's Annual Report to Shareholders for the year ended December 31, 2001, which page is filed as Exhibit 13.1 hereto. Development Properties The total budgeted cost of the development properties is approximately $162.0 million, with a remaining cost to complete, as of December 31, 2001, of approximately $115.8 million. There can be no assurance that our budget, leasing or occupancy estimates will be attained for the development properties or that their performance will be comparable to that of our existing portfolio. Development Properties Table The development properties table is incorporated herein by reference from page 37 of our Annual Report to Shareholders for the year ended December 31, 2001, which is filed as Exhibit 13.1. Management believes that we possess the development capabilities and experience to provide a continuing source of portfolio growth. In making development decisions, management considers a number of factors, including the size of the property, the season in which leasing activity will occur and the extent to which delivery of the completed apartment homes will coincide with leasing and occupancy of such apartment homes (which is dependent upon local market conditions). In order to pursue a development opportunity, we currently require a minimum initial stabilized target return of 9.0%-10.0%. This minimum target return is based on projected market rents and projected stabilized expenses, considering the market and the nature of the prospective development. Item 3. Legal Proceedings Prior to our merger with Oasis Residential, Inc. in 1998, Oasis had been contacted by certain regulatory agencies with regards to alleged failures to comply with the Fair Housing Amendments Act as it pertained to nine properties (seven of which we currently own) constructed for first occupancy after March 31, 1991. On February 1, 1999, the Justice Department filed a lawsuit against us and several other defendants in the United States District Court for the District of Nevada alleging (1) that the design and construction of these properties violates the Fair Housing Act and (2) that we, through the merger with Oasis, had discriminated in the rental of dwellings to persons because of handicap. The complaint requests an order that (i) declares that the defendants' policies and practices violate the Fair Housing Act; (ii) enjoins us from (a) failing or refusing, to the extent possible, to bring the dwelling units and public use and common use areas at these properties and other covered units that Oasis had designed and/or constructed into compliance with the Fair Housing Act, (b) failing or refusing to take such affirmative steps as may be necessary to restore, as nearly as possible, the alleged victims of the defendants alleged unlawful practices to positions they would have been in but for the discriminatory conduct and (c) designing or constructing any covered multi-family dwellings in the future that do not contain the accessibility and adaptability features set forth in the Fair Housing Act; and requires us to pay damages, including punitive damages, and a civil penalty. With any acquisition, we plan for and undertake renovations needed to correct deferred maintenance, life/safety and Fair Housing matters. On January 30, 2001, a consent decree was ordered and executed in the above Justice Department action. Under the terms of the decree, we were ordered to make certain retrofits and implement certain educational programs and fair housing advertising. These changes are to take place over the next five years. In management's opinion, the costs associated with complying with the decree are not expected to have a material impact on our financial statements. We are subject to various legal proceedings and claims that arise in the ordinary course of business. These matters are generally covered by insurance. While the resolution of these matters cannot be predicted with certainty, management believes that the final outcome of such matters will not have a material adverse effect on our consolidated financial statements. Item 4. Submission of Matters to a Vote of Security Holders No matter was submitted during the fourth quarter of the fiscal year covered by this report to a vote of security holders, through the solicitation of proxies or otherwise. 9 PART II Item 5. Market for Registrant's Common Equity and Related Stockholder Matters Information with respect to this Item 5 is incorporated herein by reference from page 75 of our Annual Report to Shareholders for the year ended December 31, 2001, which is filed as Exhibit 13.1. The number of holders of record of our common shares, $0.01 par value, as of March 15, 2002, was 992. Item 6. Selected Financial Data Information with respect to this Item 6 is incorporated herein by reference from pages 76 and 77 of our Annual Report to Shareholders for the year ended December 31, 2001, which is filed as Exhibit 13.1. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Information with respect to this Item 7 is incorporated herein by reference from pages 34 through 49 of our Annual Report to Shareholders for the year ended December 31, 2001, which is filed as Exhibit 13.1. Item 7A. Quantitative and Qualitative Disclosures About Market Risk Information with respect to this Item 7A is incorporated herein by reference from page 43 of our Annual Report to Shareholders for the year ended December 31, 2001, which is filed as Exhibit 13.1. Item 8. Financial Statements and Supplementary Data Our financial statements and supplementary financial information for the years ended December 31, 2001, 2000 and 1999 are listed in the accompanying Index to Consolidated Financial Statements and Supplementary Data at F-1 and are incorporated herein by reference from pages 50 through 75 of our Annual Report to Shareholders for the year ended December 31, 2001, which is filed as Exhibit 13.1. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. PART III Item 10. Directors and Executive Officers of the Registrant Information with respect to this Item 10 is incorporated by reference from our Proxy Statement, which we intend to file on or before March 28, 2002 in connection with the Annual Meeting of Shareholders to be held May 15, 2002. Item 11. Executive Compensation Information with respect to this Item 11 is incorporated by reference from our Proxy Statement, which we intend to file on or before March 28, 2002 in connection with the Annual Meeting of Shareholders to be held May 15, 2002. Item 12. Security Ownership of Certain Beneficial Owners and Management Information with respect to this Item 12 is incorporated by reference from our Proxy Statement, which we intend to file on or before March 28, 2002 in connection with the Annual Meeting of Shareholders to be held May 15, 2002. Item 13. Certain Relationships and Related Transactions Information with respect to this Item 13 is incorporated by reference from our Proxy Statement, which we intend to file on or before March 28, 2002 in connection with the Annual Meeting of Shareholders to be held May 15, 2002. 10 PART IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K (a) (1) Financial Statements: Our financial statements and supplementary financial information for the years ended December 31, 2001, 2000 and 1999 are listed in the accompanying Index to Consolidated Financial Statements and Supplementary Data at F-1 and are incorporated herein by reference from pages 50 through 75 of our Annual Report to the Shareholders for the year ended December 31, 2001, which pages are filed as Exhibit 13.1 hereto. (2) Financial Statement Schedule: The financial statement schedule listed in the accompanying Index to Consolidated Financial Statements and Supplementary Data at page F-1 is filed as part of this Report. (3) Index to Exhibits: Number Title 2.1 Agreement and Plan of Merger, dated December 16, 1997, among Camden Property Trust, Camden Subsidiary II, Inc. and Oasis Residential, Inc. Incorporated by reference from Exhibit 2.1 to Camden Property Trust's Form 8-K filed December 17, 1997 (File No. 1-12110). 2.2 Amendment No. 1, dated February 4, 1998, to the Agreement and Plan of Merger, dated December 16, 1997, among Camden Property Trust, Camden Subsidiary II, Inc. and Oasis Residential, Inc. Incorporated by reference from Exhibit 2.1 to Camden Property Trust's Form 8-K filed February 5, 1998 (File No. 1-12110). 2.3 Contribution Agreement, dated June 26, 1998, by and between Camden Subsidiary, Inc. and Sierra- Nevada Multifamily Investments, LLC. Incorporated by reference from Exhibit 2.1 to Camden Property Trust's Form 8-K filed July 15, 1998 (File No. 1-12110). 2.4 Agreement of Purchase and Sale, dated June 26, 1998, by and between Camden Subsidiary, Inc. and Sierra-Nevada Multifamily Investments, LLC. Incorporated by reference from Exhibit 2.2 to Camden Property Trust's Form 8-K filed July 15, 1998 (File No. 1-12110). 2.5 Agreement of Purchase and Sale, dated June 26, 1998, by and between NQRS, Inc. and Sierra-Nevada Multifamily Investments, LLC. Incorporated by reference from Exhibit 2.3 to Camden Property Trust's Form 8-K filed July 15, 1998 (Filed No. 1-12110). 3.1 Amended and Restated Declaration of Trust of Camden Property Trust. Incorporated by reference from Exhibit 3.1 to Camden Property Trust's Form 10-K for the year ended December 31, 1993 (File No. 1-12110). 3.2 Amendment to the Amended and Restated Declaration of Trust of Camden Property Trust. Incorporated by reference from Exhibit 3.1 to Camden Property Trust's Form 10-Q filed August 14, 1997 (File No. 1-12110). 3.3 Second Amended and Restated Bylaws of Camden Property Trust. Incorporated by reference from Exhibit 3.3 to Camden Property Trust's Form 10-K for the year ended December 31, 1997 (File No. 1-12110). 4.1 Specimen certificate for Common Shares of Beneficial Interest. Incorporated by reference from Exhibit 4.1 to Camden Property Trust's Registration Statement on Form S-11 filed September 15, 1993 (File No. 33-68736). 4.2 Indenture dated as of April 1, 1994 by and between Camden Property Trust and The First National Bank of Boston, as Trustee. Incorporated by reference from Exhibit 4.3 to Camden Property Trust's Statement on Form S-11 filed April 12, 1994 (File No. 33-76244). 11 4.3 Form of Convertible Subordinated Debenture Due 2001. Incorporated by reference from Exhibit 4.3 to Camden Property Trust's Statement on Form S-11 filed April 12, 1994 (File No. 33-76244). 4.4 Indenture dated as of February 15, 1996 between Camden Property Trust and the U.S. Trust Company of Texas, N.A., as Trustee. Incorporated by reference from Exhibit 4.1 to Camden Property Trust's Form 8-K filed February 15, 1996 (File No. 1-12110). 4.5 First Supplemental Indenture dated as of February 15, 1996 between Camden Property Trust and U.S. Trust Company of Texas N.A., as trustee. Incorporated by reference from Exhibit 4.2 to Camden Property Trust's Form 8-K filed February 15, 1996 (File No. 1-12110). 4.6 Form of Camden Property Trust 6 5/8% Note due 2001. Incorporated by reference from Exhibit 4.3 to Camden Property Trust's Form 8-K filed February 15, 1996 (File No. 1-12110). 4.7 Form of Camden Property Trust 7% Note due 2006. Incorporated by reference from Exhibit 4.3 to Camden Property Trust's Form 8-K filed December 2, 1996 (File No. 1-12110). 4.8 Specimen certificate for Camden Series A Cumulative Convertible Shares of Beneficial Interest. Incorporated from Exhibit 4.3 to Camden Property Trust's Registration Statement on Form S-4 filed February 6, 1998 (File No. 333-45817). 4.9 Statement of Designation, Preferences and Rights of Series A Cumulative Convertible Preferred Shares of Beneficial Interest. Incorporated by reference from Exhibit 4.1 to Camden Property Trust's Registration Statement on Form S-4 filed February 6, 1998 (File No. 333-45817). 4.10 Form of Statement of Designation of Series B Cumulative Redeemable Preferred Shares of Beneficial Interest. Incorporated by reference from Exhibit 4.1 to Camden Property Trust's Form 8-K filed on March 10, 1999 (File No. 1-12110). 4.11 Form of Statement of Designation of Series C Cumulative Redeemable Perpetual Preferred Shares of Beneficial Interest of Camden Property Trust. Incorporated by reference from Exhibit 4.11 to Camden Property Trust's Form 10-K for the year ended December 31, 1999 (File No. 1-12110). 4.12 Form of First Amendment to Statement of Designation of Series C Cumulative Redeemable Perpetual Preferred Shares of Beneficial Interest of Camden Property Trust. Incorporated by reference from Exhibit 4.12 to Camden Property Trust's Form 10-K for the year ended December 31, 1999 (File No. 1-12110). 4.13 Form of Second Amendment to Statement of Designation of Series C Cumulative Redeemable Perpetual Preferred Shares of Beneficial Interest of Camden Property Trust. Incorporated by reference from Exhibit 4.13 to Camden Property Trust's Form 10-K for the year ended December 31, 1999 (File No. 1-12110). 4.14 Form of Underwriting Agreement among Camden Property Trust and the Underwriters dated April 15, 1999 relating to the offering of 7% notes due 2004. Incorporated by reference from Exhibit 1.1 to Camden Property Trust's Form 8-K filed April 20, 1999 (File No. 1-12110). 4.15 Form of Camden Property Trust 7% Note due 2004. Incorporated by reference from Exhibit 4.3 to Camden Property Trust's Form 8-K filed April 20, 1999 (File No. 1-12110). 4.16 Form of Underwriting Agreement among Camden Property Trust and the Underwriters dated February 7, 2001 relating to the offering of 7% notes due 2006 and 7.625% notes dues 2011. Incorporated by reference from Exhibit 1.1 to Camden Property Trust's Form 8-K filed February 20, 2001 (File No. 1-12110). 4.17 Form of Camden Property Trust 7% Note due 2006. Incorporated by reference from Exhibit 4.3 to Camden Property Trust's Form 8-K filed February 20, 2001 (File No. 1-12110). 4.18 Form of Camden Property Trust 7.625% Note due 2011. Incorporated by reference from Exhibit 4.4 to Camden Property Trust's Form 8-K filed February 20, 2001 (File No. 1-12110). 12 4.19 Form of Underwriting Agreement among Camden Property Trust and the Underwriters dated September 7, 2001 relating to the offering of 6.75% notes due 2010. Incorporated by reference from Exhibit 1.1 to Camden Property Trust's Form 8-K filed September 17, 2001 (File No. 1-12110). 4.20 Form of Camden Property Trust's 6.75% Note due 2010. Incorporated by reference from Exhibit 4.3 to Camden Property Trust's Form 8-K filed September 17, 2001 (Filed No. 1-12110). 10.1 Form of Indemnification Agreement by and between Camden Property Trust and certain of its trust managers and executive officers. Incorporated by reference from Exhibit 10.18 to Amendment No. 1 of Camden Property Trust's Registration Statement on Form S-11 filed July 9, 1993 (File No. 33- 63588). 10.2 Amended and Restated Employment Agreement dated August 7, 1998 by and between Camden Property Trust and Richard J. Campo. Incorporated by reference from Exhibit 10.4 to Camden Property Trust's Form 10-K filed March 30, 1999 (File No. 1-12110). 10.3 Amended and Restated Employment Agreement dated August 7, 1998 by and between Camden Property Trust and D. Keith Oden. Incorporated by reference from Exhibit 10.5 to Camden Property Trust's Form 10-K filed March 30, 1999 (File No. 1-12110). 10.4 Form of Employment Agreement by and between Camden Property Trust and certain senior executive officers. Incorporated by reference from Exhibit 10.13 to Camden Property Trust's Form 10-K filed March 28, 1997 (File No. 1-12110). 10.5 Camden Property Trust Key Employee Share Option Plan. Incorporated by reference from Exhibit 10.14 to Camden Property Trust's Form 10-K filed March 28, 1997 (File No. 1-12110). 10.6 Distribution Agreement dated March 20, 1997 among Camden Property Trust and the Agents listed therein relating to the issuance of Medium Term Notes. Incorporated by reference from Exhibit 1.1 to Camden Property Trust's Form 8-K filed March 21, 1997 (File No. 1-12110). 10.7 Form of Master Exchange Agreement by and between Camden Property Trust and certain key employees. Incorporated by reference from Exhibit 10.16 to Camden Property Trust's Form 10-K filed February 6, 1998 (File No. 1-12110). 10.8 Form of Credit Agreement dated August 18, 1999 between Bank of America, N.A. and Camden Property Trust. Incorporated by reference from Camden Property Trust's Form 10-Q filed November 15, 1999 (File No. 1-12110). 10.9 Form of Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P. Incorporated by reference from Exhibit 10.1 to Camden Property Trust's Form S-4 filed on February 26, 1997 (File No. 333-22411). 10.10 Amended and Restated Limited Liability Company Agreement of Sierra-Nevada Multifamily Investments, LLC, adopted as of June 29, 1998 by Camden Subsidiary, Inc. and TMT-Nevada, L.L.C. Incorporated by reference from Exhibit 99.1 to Camden Property Trust's Form 8-K filed July 15, 1998 (File No. 1-12110). 10.11 Amended and Restated Limited Liability Company Agreement of Oasis Martinique, LLC, dated as of October 23, 1998, by and among Oasis Residential, Inc. and the persons named therein. Incorporated by reference from Exhibit 10.59 to Oasis Residential, Inc.'s Annual Report on Form 10- K for the year ended December 31, 1997 (File No. 1-12428). 10.12 Exchange Agreement, dated as of October 23, 1998, by and among Oasis Residential, Inc., Oasis Martinique, LLC and the holders listed thereon. Incorporated by reference from Exhibit 10.60 to Oasis Residential, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1997 (File No. 1-12428). 10.13 Contribution Agreement, dated as of February 23, 1999, by and among Belcrest Realty Corporation, Belair Real Estate Corporation, Camden Operating, L.P. and Camden Property Trust. Incorporated by reference from Exhibit 99.1 to Camden Property Trust's Form 8-K filed on March 10, 1999 (File No. 1-12110). 13 10.14 First Amendment to Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P., dated as of February 23, 1999. Incorporated by reference from Exhibit 99.2 to Camden Property Trust's Form 8-K filed on March 10, 1999 (File No. 1-12110). 10.15 Form of Second Amendment to Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P., dated as of August 13, 1999. Incorporated by reference from Exhibit 10.15 to Camden Property Trust's Form 10-K for the year ended December 31, 1999 (File No. 1- 12110). 10.16 Form of Third Amendment to Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P., dated as of September 7, 1999. Incorporated by reference from Exhibit 10.16 to Camden Property Trust's Form 10-K for the year ended December 31, 1999 (File No. 1- 12110). 10.17 Form of Fourth Amendment to Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P., dated as of January 7, 2000. Incorporated by reference from Exhibit 10.17 to Camden Property Trust's Form 10-K for the year ended December 31, 1999 (File No. 1-12110). 10.18 Amended and Restated 1993 Share Incentive Plan of Camden Property Trust. Incorporated by reference from Exhibit 10.18 to Camden Property Trust's Form 10-K for the year ended December 31, 1999 (File No. 1-12110). 10.19 Camden Property Trust 1999 Employee Share Purchase Plan. Incorporated by reference from Exhibit 10.19 to Camden Property Trust's Form 10-K for the year ended December 31, 1999 (File No. 1- 12110). 10.20 Form of Senior Executive Loan Guaranty between Camden Operating L.P., Camden USA, Inc. and Bank One, NA. Incorporated by reference from Exhibit 10.20 to Camden Property Trust's Form 10- K for the year ended December 31, 1999 (File No. 1-12110). 12.1* Statement re Computation of Ratios 13.1* Selected pages of the Camden Property Trust Annual Report to Shareholders for the year ended December 31, 2001. 21.1* Subsidiaries of Camden Property Trust. 23.1* Consent of Deloitte & Touche LLP. 24.1* Powers of Attorney for Richard J. Campo, D. Keith Oden, G. Steven Dawson, William R. Cooper, George A. Hrdlicka, Scott S. Ingraham, Lewis A. Levey, F. Gardner Parker and Steven A. Webster. _____________________ *Filed herewith. 14(b) Reports on Form 8-K Camden Property Trust did not file any Current Reports on Form 8-K during the fourth quarter of 2001. 14 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Camden Property Trust has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized. March 28, 2002 CAMDEN PROPERTY TRUST By: /s/G. Steven Dawson ------------------------------------- G. Steven Dawson Chief Financial Officer, Senior Vice President - Finance and Secretary By: /s/Dennis M. Steen -------------------------------------- Dennis M. Steen Vice President - Controller, Chief Accounting Officer and Treasurer 15 Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of Camden Property Trust and in the capacities and on the dates indicated. Name Title Date

* Chairman of the Board of Trust March 28, 2002 ----------------------- Managers and Chief Executive Richard J. Campo Officer (Principal Executive Officer) * President, Chief Operating Officer March 28, 2002 ----------------------- and Trust Manager D. Keith Oden /S/G. Steven Dawson Chief Financial Officer, Senior Vice March 28, 2002 ----------------------- President-Finance and Secretary G. Steven Dawson (Principal Financial Officer) /S/Dennis M. Steen Vice President - Controller, Chief March 28, 2002 ----------------------- Accounting Officer and Treasurer Dennis M. Steen (Principal Accounting Officer) * Trust Manager March 28, 2002 ----------------------- William R. Cooper * Trust Manager March 28, 2002 ----------------------- George A. Hrdlicka * Trust Manager March 28, 2002 ----------------------- Scott S. Ingraham * Trust Manager March 28, 2002 ----------------------- Lewis A. Levey * Trust Manager March 28, 2002 ----------------------- F. Gardner Parker * Trust Manager March 28, 2002 ----------------------- Steven A. Webster

*By: /S/G. Steven Dawson --------------------------------- G. Steven Dawson Attorney-in-Fact 16 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The following financial statements of Camden Property Trust and its subsidiaries required to be included in Item 14(a)(1) are listed below: Page CAMDEN PROPERTY TRUST Independent Auditors' Report (included herein) . . . . . . . . . . . . . F-2 Financial Statements (incorporated by reference under Item 8 of Part II from pages 50 through 75 of our Annual Report to Shareholders for the year ended December 31, 2001): Independent Auditors' Report Consolidated Balance Sheets as of December 31, 2001 and 2000 Consolidated Statements of Operations for the Years Ended December 31, 2001, 2000 and 1999 Consolidated Statements of Shareholders' Equity for the Years Ended December 31, 2001, 2000 and 1999 Consolidated Statements of Cash Flows for the Years Ended December 31, 2001, 2000 and 1999 Notes to Consolidated Financial Statements The following financial statement supplementary data of Camden Property Trust and its subsidiaries required to be included in Item 14(a)(2) is listed below: Schedule III -- Real Estate and Accumulated Depreciation . . . . . . . . S-1 F-1 INDEPENDENT AUDITORS' REPORT To the Shareholders of Camden Property Trust We have audited the consolidated financial statements of Camden Property Trust ("Camden") as of December 31, 2001 and 2000, and for each of the three years in the period ended December 31, 2001, and have issued our report thereon dated January 29, 2002; such consolidated financial statements and report are included in your 2001 Annual Report to Shareholders and are incorporated herein by reference. Our audits also included the financial statement schedule of Camden Property Trust, listed in Item 14. This financial statement schedule is the responsibility of Camden's management. Our responsibility is to express an opinion based on our audits. In our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein. DELOITTE & TOUCHE LLP Houston, Texas January 29, 2002 F-2 Schedule III CAMDEN PROPERTY TRUST REAL ESTATE AND ACCUMULATED DEPRECIATION December 31, 2001 (In thousands)

Cost Capitalized Subsequent to Acquisition Initial Cost to or Description Encumbrances Camden Property Trust Development -------------------------------------- ------------ ------------------------- ------------ Building and Property Name Location Land Improvements -------------------------- ---------- ---------- -------------- Apartments................ TX $ 28,557 $131,530 $ 657,404 $ 67,902 Apartments................ AZ 7,877 20,986 149,466 7,314 Apartments................ CA 48,524 53,237 135,983 8,345 Apartments................ CO 32,012 21,907 164,114 4,310 Apartments................ FL 21,734 47,170 334,401 25,235 Apartments................ KY 18,155 5,107 66,684 4,076 Apartments................ MO 51,733 18,148 120,848 12,859 Apartments................ NV 61,227 52,789 371,902 13,803 Apartments................ NC 13,338 11,842 75,099 10,417 Properties under Development NV 3,295 11,286 Properties under Development CA 28,457 29,084 Properties under Development FL 3,331 798 Properties under Development TX 42,040 25,305 ----------- -------- ------------ ---------- Total................ $ 283,157 $439,839 $ 2,142,374 $ 154,261 =========== ======== ============ ==========

Date Gross Amount at Which Accumulated Constructed Depreciable Description Carried at December 31, 2001 (a) Depreciation(a) or Acquired Life (Years) -------------------------------------- ---------------------------------------- --------------- ------------ ------------ Property Name Location Land Building Total -------------------------- ---------- ---------- -------------- ------------- Apartments................ TX $131,530 $ 725,306 $ 856,836 $ 169,667 1993-2001 3 - 35 Apartments................ AZ 20,986 156,780 177,766 29,516 1994-2001 3 - 35 Apartments................ CA 53,237 144,328 197,565 11,955 1998-2001 3 - 35 Apartments................ CO 21,907 168,424 190,331 18,671 1998-2000 3 - 35 Apartments................ FL 47,170 359,636 406,806 61,098 1997-2000 3 - 35 Apartments................ KY 5,107 70,760 75,867 12,581 1997-2000 3 - 35 Apartments................ MO 18,148 133,707 151,855 34,728 1997 3 - 35 Apartments................ NV 52,789 385,705 438,494 51,298 1998-1999 3 - 35 Apartments................ NC 11,842 85,516 97,358 32,640 1997 3 - 35 Properties under Development NV 3,295 11,286 14,581 1998-2001 Properties under Development CA 28,457 29,084 57,541 1998-2001 Properties under Development FL 3,331 798 4,129 1998-2001 Properties under Development TX 42,040 25,305 67,345 1995-2001 -------- ------------- ----------- ------------ Total................ $439,839 $ 2,296,635 $ 2,736,474 $ 422,154 ======== ============= =========== ============

(a) The aggregate cost for federal income tax purposes at December 31,2001 was $2.6 billion. The changes in total real estate assets, excluding investments in joint ventures and third party development properties, for the years ended December 31, 2001, 2000 and 1999 are as follows: 2001 2000 1999 ----------- ---------- ----------- Balance, beginning of period............ $ 2,623,729 $2,656,165 $ 2,455,458 Additions during period: Acquisition - Oasis.................. 888 Acquisition - other.................. 20,634 Development.......................... 76,561 94,444 188,506 Improvements......................... 26,655 27,940 33,366 Deductions during period: Cost of real estate sold - other..... (11,106) (154,820) (22,053) ----------- ---------- ----------- Balance, end of period.................. $ 2,736,473 $2,623,729 $ 2,656,165 =========== ========== =========== The changes in accumulated depreciation for the years ended December 31, 2001, 2000 and 1999 are as follows: 2001 2000 1999 ----------- ---------- ----------- Balance, beginning of period............ $ 326,723 $ 253,545 $ 167,560 Depreciation......................... 98,400 94,227 87,491 Real estate sold..................... (2,969) (21,049) (1,506) ----------- ---------- ----------- Balance, end of period.................. $ 422,154 $ 326,723 $ 253,545 =========== ========== =========== S-1