UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended September 30, ~~2020~~2021


☐			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)

76-6088377

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)

11 Greenway Plaza, Suite 2400

Houston,

Texas

77046

(Address of principal executive offices)

(Zip Code)

(713) 354-2500

(Registrant's Telephone Number, Including Area Code)

N/A

(Former Name, Former Address and Former Fiscal Year, If Changed Since Last Report)

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


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Shares of Beneficial Interest, $.01 par value	CPT	NYSE

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit). Yes ý No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of "large accelerated filer", "accelerated filer", and "small reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer

Accelerated filer

☐

Non-accelerated filer

Smaller Reporting Company

☐

Emerging Growth Company

☐

If an emerging growth company, indicate by check mark if the registrant has elected to not use the extended transition period for complying with any new or revised financial accounting standards provided pursuant of Section 13(a) of the Exchange Act. ¨

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

On October ~~23, 2020, 97,395,559~~22, 2021, 102,197,283 common shares of the registrant were outstanding, net of treasury shares and shares held in our deferred compensation arrangements.

Table of Contents

CAMDEN PROPERTY TRUST

Table of Contents


		Page
PART I	FINANCIAL INFORMATION	1

Item 1	Financial Statements	1

	Condensed Consolidated Balance Sheets (Unaudited) as of September 30, ~~2020~~2021 and December 31, ~~2019~~2020	1

	Condensed Consolidated Statements of Income and Comprehensive Income (Unaudited) for the Three and Nine Months Ended September 30, ~~2020~~2021 and ~~2019~~2020	2

	Condensed Consolidated Statements of Equity (Unaudited) for the Three and Nine Months Ended September 30, ~~2020~~2021 and ~~2019~~2020	3

	Condensed Consolidated Statements of Cash Flows (Unaudited) for the Nine Months Ended September 30, ~~2020~~2021 and ~~2019~~2020	7

	Notes to Condensed Consolidated Financial Statements (Unaudited)	8

Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2019

Item 3	Quantitative and Qualitative Disclosures About Market Risk	3633

Item 4	Controls and Procedures	3633

PART II	OTHER INFORMATION	3634

Item 1	Legal Proceedings	3634

Item 1A	Risk Factors	3634

Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	3734

Item 3	Defaults Upon Senior Securities	3734

Item 4	Mine Safety Disclosures	3734

Item 5	Other Information	3734

Item 6	Exhibits	3835

SIGNATURES

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

CAMDEN PROPERTY TRUST

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


(in thousands, except per share amounts)	(in thousands, except per share amounts)	September 30, 2020		December 31, 2019		(in thousands, except per share amounts)	September 30, 2021		December 31, 2020
Assets	Assets					Assets
Real estate assets, at cost	Real estate assets, at cost					Real estate assets, at cost
Land	Land	$	1,216,942	$	1,199,384	Land	$	1,317,431	$	1,225,214
Buildings and improvements	Buildings and improvements	7,677,676		7,404,090		Buildings and improvements	8,536,620		7,763,748
		$	8,894,618	$	8,603,474		$	9,854,051	$	8,988,962
Accumulated depreciation	Accumulated depreciation	(2,944,769)		(2,686,025)		Accumulated depreciation	(3,319,206)		(3,034,186)
Net operating real estate assets	Net operating real estate assets	$	5,949,849	$	5,917,449	Net operating real estate assets	$	6,534,845	$	5,954,776
Properties under development, including land	Properties under development, including land	522,664		512,319		Properties under development, including land	428,622		564,215
Investments in joint ventures	Investments in joint ventures	20,992		20,688		Investments in joint ventures	17,788		18,994

Total real estate assets	Total real estate assets	$	6,493,505	$	6,450,456	Total real estate assets	$	6,981,255	$	6,537,985
Accounts receivable – affiliates	Accounts receivable – affiliates	20,152		21,833		Accounts receivable – affiliates	18,686		20,158
Other assets, net	Other assets, net	217,534		248,716		Other assets, net	252,079		216,276

Cash and cash equivalents	Cash and cash equivalents	589,614		23,184		Cash and cash equivalents	428,226		420,441
Restricted cash	Restricted cash	3,918		4,315		Restricted cash	5,321		4,092
Total assets	Total assets	$	7,324,723	$	6,748,504	Total assets	$	7,685,567	$	7,198,952
Liabilities and equity	Liabilities and equity					Liabilities and equity
Liabilities	Liabilities					Liabilities
Notes payable
Unsecured		$	3,225,799	$	2,524,099
Unsecured notes payable						Unsecured notes payable	$	3,169,428	$	3,166,625

Accounts payable and accrued expenses	Accounts payable and accrued expenses	183,654		171,719		Accounts payable and accrued expenses	191,648		175,608
Accrued real estate taxes	Accrued real estate taxes	87,159		54,408		Accrued real estate taxes	88,116		66,156
Distributions payable	Distributions payable	84,137		80,973		Distributions payable	87,919		84,147
Other liabilities	Other liabilities	177,967		215,581		Other liabilities	194,634		189,829
Total liabilities	Total liabilities	$	3,758,716	$	3,046,780	Total liabilities	$	3,731,745	$	3,682,365
Commitments and contingencies (Note 11)	Commitments and contingencies (Note 11)					Commitments and contingencies (Note 11)	0		0

Equity	Equity					Equity
Common shares of beneficial interest; $0.01 par value per share; 175,000 shares authorized; 109,110 and 109,110 issued; 106,849 and 106,878 outstanding at September 30, 2020 and December 31, 2019, respectively		1,068		1,069
Common shares of beneficial interest; $0.01 par value per share; 175,000 shares authorized; 113,590 and 109,110 issued; 111,437 and 106,860 outstanding at September 30, 2021 and December 31, 2020, respectively						Common shares of beneficial interest; $0.01 par value per share; 175,000 shares authorized; 113,590 and 109,110 issued; 111,437 and 106,860 outstanding at September 30, 2021 and December 31, 2020, respectively	1,114		1,069
Additional paid-in capital	Additional paid-in capital	4,577,813		4,566,731		Additional paid-in capital	5,180,783		4,581,710
Distributions in excess of net income attributable to common shareholders	Distributions in excess of net income attributable to common shareholders	(737,556)		(584,167)		Distributions in excess of net income attributable to common shareholders	(954,880)		(791,079)
Treasury shares, at cost (9,454 and 9,636 common shares at September 30, 2020 and December 31, 2019, respectively)		(341,831)		(348,419)
Treasury shares, at cost (9,239 and 9,442 common shares at September 30, 2021 and December 31, 2020, respectively)						Treasury shares, at cost (9,239 and 9,442 common shares at September 30, 2021 and December 31, 2020, respectively)	(334,066)		(341,412)
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(5,431)		(6,529)		Accumulated other comprehensive loss	(4,266)		(5,383)
Total common equity	Total common equity	$	3,494,063	$	3,628,685	Total common equity	$	3,888,685	$	3,444,905
Non-controlling interests	Non-controlling interests	71,944		73,039		Non-controlling interests	65,137		71,682
Total equity	Total equity	$	3,566,007	$	3,701,724	Total equity	$	3,953,822	$	3,516,587
Total liabilities and equity	Total liabilities and equity	$	7,324,723	$	6,748,504	Total liabilities and equity	$	7,685,567	$	7,198,952

See Notes to Condensed Consolidated Financial Statements (Unaudited).

Table of Contents

CAMDEN PROPERTY TRUST

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

AND COMPREHENSIVE INCOME

(Unaudited)


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands, except per share amounts)	(in thousands, except per share amounts)	2020		2019		2020		2019		(in thousands, except per share amounts)	2021		2020		2021		2020

Property revenues	Property revenues	$	265,721	$	260,672	$	782,283	$	765,000	Property revenues	$	294,130	$	265,721	$	838,221	$	782,283
Property expenses	Property expenses									Property expenses
Property operating and maintenance	Property operating and maintenance	$	65,191	$	62,277	$	189,788	$	177,372	Property operating and maintenance	$	71,337	$	65,191	$	200,360	$	189,788
Real estate taxes	Real estate taxes	35,861		31,596		105,081		98,566		Real estate taxes	38,731		35,861		113,611		105,081
Total property expenses	Total property expenses	$	101,052	$	93,873	$	294,869	$	275,938	Total property expenses	$	110,068	$	101,052	$	313,971	$	294,869
Non-property income	Non-property income									Non-property income
Fee and asset management	Fee and asset management	$	2,542	$	2,139	$	7,449	$	5,849	Fee and asset management	$	3,248	$	2,542	$	7,717	$	7,449
Interest and other income	Interest and other income	1,948		1,485		2,602		2,114		Interest and other income	443		1,948		1,032		2,602
Income on deferred compensation plans		5,071		780		1,646		14,992
Income/(loss) on deferred compensation plans										Income/(loss) on deferred compensation plans	(843)		5,071		9,183		1,646
Total non-property income	Total non-property income	$	9,561	$	4,404	$	11,697	$	22,955	Total non-property income	$	2,848	$	9,561	$	17,932	$	11,697
Other expenses	Other expenses									Other expenses
Property management	Property management	$	5,894	$	6,154	$	18,360	$	18,904	Property management	$	6,640	$	5,894	$	19,200	$	18,360
Fee and asset management	Fee and asset management	1,018		1,316		2,681		4,022		Fee and asset management	1,159		1,018		3,310		2,681
General and administrative	General and administrative	12,726		13,458		40,350		40,027		General and administrative	14,960		12,726		44,428		40,350
Interest	Interest	24,265		20,719		67,454		60,538		Interest	24,987		24,265		72,715		67,454
Depreciation and amortization	Depreciation and amortization	90,575		85,814		275,237		250,734		Depreciation and amortization	111,462		90,575		304,189		275,237

Expense on deferred compensation plans		5,071		780		1,646		14,992
Expense/(benefit) on deferred compensation plans										Expense/(benefit) on deferred compensation plans	(843)		5,071		9,183		1,646
Total other expenses	Total other expenses	$	139,549	$	128,241	$	405,728	$	389,217	Total other expenses	$	158,365	$	139,549	$	453,025	$	405,728

Gain on sale of land	Gain on sale of land	0		0		382		0		Gain on sale of land	—		—		—		382

Equity in income of joint ventures	Equity in income of joint ventures	2,154		2,133		5,909		5,954		Equity in income of joint ventures	2,540		2,154		6,652		5,909
Income from continuing operations before income taxes	Income from continuing operations before income taxes	$	36,835	$	45,095	$	99,674	$	128,754	Income from continuing operations before income taxes	$	31,085	$	36,835	$	95,809	$	99,674
Income tax expense	Income tax expense	(615)		(313)		(1,476)		(709)		Income tax expense	(480)		(615)		(1,292)		(1,476)

Net income	Net income	$	36,220	$	44,782	$	98,198	$	128,045	Net income	$	30,605	$	36,220	$	94,517	$	98,198
Less income allocated to non-controlling interests	Less income allocated to non-controlling interests	(1,263)		(1,185)		(3,480)		(3,436)		Less income allocated to non-controlling interests	(1,122)		(1,263)		(3,508)		(3,480)

Net income attributable to common shareholders	Net income attributable to common shareholders	$	34,957	$	43,597	$	94,718	$	124,609	Net income attributable to common shareholders	$	29,483	$	34,957	$	91,009	$	94,718


Earnings per share – basic	Earnings per share – basic	$	0.35	$	0.44	$	0.95	$	1.27	Earnings per share – basic	$	0.29	$	0.35	$	0.90	$	0.95

Earnings per share – diluted	Earnings per share – diluted	$	0.35	$	0.44	$	0.95	$	1.26	Earnings per share – diluted	$	0.29	$	0.35	$	0.90	$	0.95

Weighted average number of common shares outstanding – basic	Weighted average number of common shares outstanding – basic	99,419		98,959		99,372		98,259		Weighted average number of common shares outstanding – basic	103,071		99,419		101,119		99,372
Weighted average number of common shares outstanding – diluted	Weighted average number of common shares outstanding – diluted	99,455		99,066		99,414		98,375		Weighted average number of common shares outstanding – diluted	103,171		99,455		101,199		99,414
Condensed Consolidated Statements of Comprehensive Income	Condensed Consolidated Statements of Comprehensive Income									Condensed Consolidated Statements of Comprehensive Income
Net income	Net income	$	36,220	$	44,782	$	98,198	$	128,045	Net income	$	30,605	$	36,220	$	94,517	$	98,198
Other comprehensive income	Other comprehensive income									Other comprehensive income
Unrealized (loss) on cash flow hedging activities		0		0		0		(12,998)
Reclassification of net loss (gain) on cash flow hedging activities, prior service cost and net loss on post retirement obligation		366		357		1,098		(369)

Reclassification of net loss on cash flow hedging activities, prior service cost and net loss on post retirement obligation										Reclassification of net loss on cash flow hedging activities, prior service cost and net loss on post retirement obligation	372		366		1,117		1,098
Comprehensive income	Comprehensive income	$	36,586	$	45,139	$	99,296	$	114,678	Comprehensive income	$	30,977	$	36,586	$	95,634	$	99,296
Less income allocated to non-controlling interests	Less income allocated to non-controlling interests	(1,263)		(1,185)		(3,480)		(3,436)		Less income allocated to non-controlling interests	(1,122)		(1,263)		(3,508)		(3,480)

Comprehensive income attributable to common shareholders	Comprehensive income attributable to common shareholders	$	35,323	$	43,954	$	95,816	$	111,242	Comprehensive income attributable to common shareholders	$	29,855	$	35,323	$	92,126	$	95,816

See Notes to Condensed Consolidated Financial Statements (Unaudited).

Table of Contents

CAMDEN PROPERTY TRUST

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited)

For the nine months ended September 30, ~~2020~~2021


		Common Shareholders															Common Shareholders
(in thousands)		Common shares of beneficial interest		Additional paid-in capital		Distributions in excess of net income		Treasury shares, at cost		Accumulated other comprehensive (loss)/income		Non-controlling interests		Total equity
Equity, December 31, 2019		$	1,069	$	4,566,731	$	(584,167)	$	(348,419)	$	(6,529)	$	73,039	$	3,701,724
(in thousands, except per share amounts)																(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)/income		Non-controlling interests		Total equity
Equity, December 31, 2020																Equity, December 31, 2020	$	1,069	$	4,581,710	$	(791,079)	$	(341,412)	$	(5,383)	$	71,682	$	3,516,587
Net income	Net income					94,718						3,480		98,198		Net income					91,009						3,508		94,517
Other comprehensive income	Other comprehensive income									1,098				1,098		Other comprehensive income									1,117				1,117

Common shares issued																Common shares issued	43		579,475										579,518
Net share awards	Net share awards			10,729				6,185						16,914		Net share awards			11,359				6,450						17,809
Employee share purchase plan	Employee share purchase plan			679				403						1,082		Employee share purchase plan			2,472				896						3,368

Conversion of operating partnership units																Conversion of operating partnership units	1		5,935								(5,936)		—
Cash distributions declared to equity holders ($2.49 per common share)	Cash distributions declared to equity holders ($2.49 per common share)					(248,107)						(4,353)		(252,460)		Cash distributions declared to equity holders ($2.49 per common share)					(254,810)						(4,117)		(258,927)
Other	Other	(1)		(326)								(222)		(549)		Other	1		(168)										(167)
Equity, September 30, 2020		$	1,068	$	4,577,813	$	(737,556)	$	(341,831)	$	(5,431)	$	71,944	$	3,566,007
Equity, September 30, 2021																Equity, September 30, 2021	$	1,114	$	5,180,783	$	(954,880)	$	(334,066)	$	(4,266)	$	65,137	$	3,953,822

See Notes to Condensed Consolidated Financial Statements (Unaudited).

Table of Contents

CAMDEN PROPERTY TRUST

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Continued)

(Unaudited)

For the three months ended September 30, ~~2020~~2021

Common Shareholders
(in thousands) Common
shares of
beneficial
interest Additional
paid-in
capital Distributions
in excess of
net income Treasury
shares, at
cost Accumulated
other
comprehensive
(loss)/income Non-controlling interests Total equity
Equity, June 30, 2020 $ 1,068 $ 4,574,387 $ (689,809) $ (341,637) $ (5,797) $ 72,355 $ 3,610,567
Net income 34,957 1,263 36,220
Other comprehensive income 366 366
Net share awards 3,583 (194) 3,389
Employee share purchase plan 39 39
Cash distributions declared to equity holders ($0.83 per common share) (82,704) (1,452) (84,156)
Other (196) (222) (418)
Equity, September 30, 2020 $ 1,068 $ 4,577,813 $ (737,556) $ (341,831) $ (5,431) $ 71,944 $ 3,566,007


	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)/income		Non-controlling interests		Total equity
Equity, June 30, 2021	$	1,098	$	4,953,703	$	(897,761)	$	(334,161)	$	(4,638)	$	67,967	3,786,208
Net income					29,483						1,122		30,605
Other comprehensive income									372				372
Common shares issued	14		220,661										220,675
Net share awards			3,876				95						3,971
Employee share purchase plan			33										33

Conversion of operating partnership units			2,619								(2,619)		—

Cash distributions declared to equity holders ($0.83 per common share)					(86,602)						(1,333)		(87,935)

Other	2		(109)										(107)
Equity, September 30, 2021	$	1,114	$	5,180,783	$	(954,880)	$	(334,066)	$	(4,266)	$	65,137	$	3,953,822

See Notes to Condensed Consolidated Financial Statements (Unaudited).

Table of Contents

CAMDEN PROPERTY TRUST

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Continued)

(Unaudited)

For the nine months ended September 30, ~~2019~~2020

Common Shareholders
(in thousands) 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, 2018 $ 1,031 $ 4,154,763 $ (495,496) $ (355,804) $ 6,929 $ 73,681 $ 3,385,104
Net income 124,609 3,436 128,045
Other comprehensive loss (13,367) (13,367)
Common shares issued 34 328,340 328,374
Net share awards 10,565 6,654 17,219
Employee share purchase plan 1,213 594 1,807
Change in classification of deferred compensation plan 43,311 9,363 52,674
Conversion of operating partnership units 186 (186) 0
Cash distributions declared to equity holders ($2.40 per common share) (238,091) (4,208) (242,299)
Other 44 180 224
Equity, September 30, 2019 $ 1,065 $ 4,538,422 $ (599,615) $ (348,556) $ (6,438) $ 72,903 $ 3,657,781


	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)/income		Non-controlling interests		Total equity
Equity, December 31, 2019	$	1,069	$	4,566,731	$	(584,167)	$	(348,419)	$	(6,529)	$	73,039	$	3,701,724
Net income					94,718						3,480		98,198
Other comprehensive income									1,098				1,098

Net share awards			10,729				6,185						16,914
Employee share purchase plan			679				403						1,082




Cash distributions declared to equity holders ($2.49 per common share)					(248,107)						(4,353)		(252,460)
Other	(1)		(326)								(222)		(549)
Equity, September 30, 2020	$	1,068	$	4,577,813	$	(737,556)	$	(341,831)	$	(5,431)	$	71,944	$	3,566,007

See Notes to Condensed Consolidated Financial Statements (Unaudited).

Table of Contents

CAMDEN PROPERTY TRUST

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Continued)

(Unaudited)

For the three months ended September 30, ~~2019~~2020


		Common Shareholders															Common Shareholders
(in thousands)		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, June 30, 2019		$	1,065	$	4,533,667	$	(563,834)	$	(348,480)	$	(6,795)	$	73,145	3,688,768
(in thousands, except per share amounts)																(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)/income		Non-controlling interests		Total equity
Equity, June 30, 2020																Equity, June 30, 2020	$	1,068	$	4,574,387	$	(689,809)	$	(341,637)	$	(5,797)	$	72,355	3,610,567
Net income	Net income					43,597						1,185		44,782		Net income					34,957						1,263		36,220
Other comprehensive income	Other comprehensive income									357				357		Other comprehensive income									366				366

Net share awards	Net share awards			4,625				(76)						4,549		Net share awards			3,583				(194)						3,389
Employee share purchase plan	Employee share purchase plan			57										57		Employee share purchase plan			39										39

Conversion of operating partnership units				71								(71)		0

Cash distributions declared to equity holders ($0.80 per common share)						(79,378)						(1,400)		(80,778)

Cash distributions declared to equity holders ($0.83 per common share)																Cash distributions declared to equity holders ($0.83 per common share)					(82,704)						(1,452)		(84,156)

Other	Other			2								44		46		Other			(196)								(222)		(418)
Equity, September 30, 2019		$	1,065	$	4,538,422	$	(599,615)	$	(348,556)	$	(6,438)	$	72,903	$	3,657,781
Equity, September 30, 2020																Equity, September 30, 2020	$	1,068	$	4,577,813	$	(737,556)	$	(341,831)	$	(5,431)	$	71,944	$	3,566,007

See Notes to Condensed Consolidated Financial Statements (Unaudited).

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CAMDEN PROPERTY TRUST

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


		Nine Months Ended September 30,					Nine Months Ended September 30,
(in thousands)	(in thousands)	2020		2019		(in thousands)	2021		2020
Cash flows from operating activities	Cash flows from operating activities					Cash flows from operating activities
Net income	Net income	$	98,198	$	128,045	Net income	$	94,517	$	98,198

Adjustments to reconcile net income to net cash from operating activities:	Adjustments to reconcile net income to net cash from operating activities:					Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization	Depreciation and amortization	275,237		250,734		Depreciation and amortization	304,189		275,237

Gain on sale of land	Gain on sale of land	(382)		0		Gain on sale of land	—		(382)
Distributions of income from joint ventures	Distributions of income from joint ventures	6,250		5,954		Distributions of income from joint ventures	6,553		6,250
Equity in income of joint ventures	Equity in income of joint ventures	(5,909)		(5,954)		Equity in income of joint ventures	(6,652)		(5,909)

Share-based compensation	Share-based compensation	10,237		12,183		Share-based compensation	12,148		10,237
Settlement of forward interest rate swaps		0		(20,430)

Net change in operating accounts and other	Net change in operating accounts and other	29,653		37,903		Net change in operating accounts and other	25,267		29,653

Net cash from operating activities	Net cash from operating activities	$	413,284	$	408,435	Net cash from operating activities	$	436,022	$	413,284
Cash flows from investing activities	Cash flows from investing activities					Cash flows from investing activities
Development and capital improvements, including land	Development and capital improvements, including land	$	(294,409)	$	(300,661)	Development and capital improvements, including land	$	(279,698)	$	(294,409)
Acquisition of operating properties	Acquisition of operating properties	0		(214,233)		Acquisition of operating properties	(464,000)		—

Proceeds from sale of land	Proceeds from sale of land	753		0		Proceeds from sale of land	—		753

Increase in non-real estate assets	Increase in non-real estate assets	(6,126)		(13,793)		Increase in non-real estate assets	(4,685)		(6,126)

Other	Other	1,693		(797)		Other	(7,371)		1,693

Net cash from investing activities	Net cash from investing activities	$	(298,089)	$	(529,484)	Net cash from investing activities	$	(755,754)	$	(298,089)
Cash flows from financing activities	Cash flows from financing activities					Cash flows from financing activities
Proceeds from issuance of common shares						Proceeds from issuance of common shares	$	579,518	$	—
Distributions to common shareholders and non-controlling interests						Distributions to common shareholders and non-controlling interests	(255,120)		(249,223)
Borrowings on unsecured credit facility and other short-term borrowings	Borrowings on unsecured credit facility and other short-term borrowings	$	358,000	$	1,167,000	Borrowings on unsecured credit facility and other short-term borrowings	—		358,000
Repayments on unsecured credit facility and other short-term borrowings	Repayments on unsecured credit facility and other short-term borrowings	(402,000)		(1,167,000)		Repayments on unsecured credit facility and other short-term borrowings	—		(402,000)
Repayment of notes payable		0		(440,103)

Proceeds from notes payable	Proceeds from notes payable	743,103		593,409		Proceeds from notes payable	—		743,103
Distributions to common shareholders and non-controlling interests		(249,223)		(236,489)

Proceeds from issuance of common shares		0		328,374

Payment of deferred financing costs		(1,036)		(6,009)

Other	Other	1,994		1,189		Other	4,348		958
Net cash from financing activities	Net cash from financing activities	$	450,838	$	240,371	Net cash from financing activities	$	328,746	$	450,838
Net increase in cash, cash equivalents, and restricted cash	Net increase in cash, cash equivalents, and restricted cash	566,033		119,322		Net increase in cash, cash equivalents, and restricted cash	9,014		566,033
Cash, cash equivalents, and restricted cash, beginning of period	Cash, cash equivalents, and restricted cash, beginning of period	27,499		43,603		Cash, cash equivalents, and restricted cash, beginning of period	424,533		27,499
Cash, cash equivalents, and restricted cash, end of period	Cash, cash equivalents, and restricted cash, end of period	$	593,532	$	162,925	Cash, cash equivalents, and restricted cash, end of period	$	433,547	$	593,532
Reconciliation of cash, cash equivalents, and restricted cash to the Condensed Consolidated Balance Sheets	Reconciliation of cash, cash equivalents, and restricted cash to the Condensed Consolidated Balance Sheets					Reconciliation of cash, cash equivalents, and restricted cash to the Condensed Consolidated Balance Sheets
Cash and cash equivalents	Cash and cash equivalents	$	589,614	$	157,239	Cash and cash equivalents	$	428,226	$	589,614
Restricted cash	Restricted cash	3,918		5,686		Restricted cash	5,321		3,918
Total cash, cash equivalents, and restricted cash, end of period	Total cash, cash equivalents, and restricted cash, end of period	$	593,532	$	162,925	Total cash, cash equivalents, and restricted cash, end of period	$	433,547	$	593,532
Supplemental information	Supplemental information					Supplemental information
Cash paid for interest, net of interest capitalized	Cash paid for interest, net of interest capitalized	$	56,895	$	49,793	Cash paid for interest, net of interest capitalized	$	64,794	$	56,895
Cash paid for income taxes	Cash paid for income taxes	1,920		1,209		Cash paid for income taxes	2,221		1,920
Supplemental schedule of noncash investing and financing activities	Supplemental schedule of noncash investing and financing activities					Supplemental schedule of noncash investing and financing activities
Distributions declared but not paid	Distributions declared but not paid	84,137		80,764		Distributions declared but not paid	87,919		84,137
Value of shares issued under benefit plans, net of cancellations	Value of shares issued under benefit plans, net of cancellations	19,538		18,388		Value of shares issued under benefit plans, net of cancellations	18,858		19,538

Conversion of operating partnership units to common shares						Conversion of operating partnership units to common shares	5,936		—
Accrual associated with construction and capital expenditures	Accrual associated with construction and capital expenditures	26,845		18,474		Accrual associated with construction and capital expenditures	25,137		26,845
Right-of-use assets obtained in exchange for the use of new operating lease liabilities	Right-of-use assets obtained in exchange for the use of new operating lease liabilities	93		15,666		Right-of-use assets obtained in exchange for the use of new operating lease liabilities	—		93

See Notes to Condensed Consolidated Financial Statements (Unaudited).

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CAMDEN PROPERTY TRUST

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1. Description of Business

Business. Formed on May 25, 1993, Camden Property Trust ("CPT"), a Texas real estate investment trust ("REIT"), and all consolidated subsidiaries are primarily engaged in the ownership, management, development, reposition, redevelopment, acquisition, and construction of multifamily apartment communities. Our multifamily apartment communities are referred to as "communities," "multifamily communities," "properties," or "multifamily properties" in the following discussion. As of September 30, ~~2020,~~2021, we owned interests in, operated, or were developing ~~174~~178 multifamily properties comprised of ~~59,104~~60,587 apartment homes across the United States. Of the ~~174~~178 properties, 96 properties were under construction as of September 30, ~~2020,~~2021, and will consist of a total of ~~2,721~~1,905 apartment homes when completed. We also own land holdings which we may develop into multifamily communities in the future.

2. Summary of Significant Accounting Policies and Recent Accounting Pronouncements

Principles of Consolidation. Our condensed consolidated financial statements include our accounts and the accounts of other subsidiaries and joint ventures (including partnerships and limited liability companies) over which we have control. All intercompany transactions, balances, and profits have been eliminated in consolidation. Investments acquired or created are evaluated based on the accounting guidance relating to variable interest entities ("VIEs"), which requires the consolidation of VIEs in which we are considered to be the primary beneficiary. If the investment is determined not to be a VIE, then the investment is evaluated for consolidation primarily using a voting interest model. In determining if we have a controlling financial interest, we consider factors such as ownership interests, decision making authority, ~~to make decisions,~~ kick-out rights and participating rights. As of September 30, ~~2020,~~2021, two of our consolidated operating partnerships were VIEs. We are considered the primary beneficiary of both consolidated operating partnerships and therefore consolidate these operating partnerships. As of September 30, ~~2020,~~2021, we held approximately ~~92%~~93% and 95% of the outstanding common limited partnership units and the sole 1% general partnership interest in each of these consolidated operating partnerships.

Interim Financial Reporting. We have prepared these unaudited financial statements in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial statements and the applicable rules and regulations of the Securities and Exchange Commission ("SEC"). Accordingly, these statements do not include all information and footnote disclosures required for annual statements. While we believe the disclosures presented are adequate for interim reporting, these interim unaudited financial statements should be read in conjunction with the audited financial statements and notes included in our ~~2019~~2020 Annual Report on Form 10-K. Certain insignificant amounts in the unaudited condensed consolidated statements of cash flows for the nine months ended September 30, 2019 have been reclassified within cash flows from investing activities to conform to the current-year presentation. These reclassifications had no impact on our condensed consolidated cash flows from investing activities.

Acquisitions of Real Estate. Upon an acquisition of real estate, we determine the fair value of tangible and intangible assets, which includes land, buildings (as-if-vacant), furniture and fixtures, the value of in-place leases, including above and below market leases, and acquired liabilities. In estimating these values, we apply methods similar to those used by independent appraisers of income-producing property. ~~We generally believe acquisitions of operating properties are asset acquisitions, which include the capitalization of transaction costs.~~ Estimates of fair value of acquired debt are based upon interest rates available for the issuance of debt with similar terms and remaining maturities. Depreciation is computed on a straight-line basis over the remaining useful lives of the related tangible assets. The value of in-place leases and above or below market leases is amortized over the estimated average remaining life of leases in place at the time of acquisition; the net carrying value of in-place leases are included in other assets, net and the net carrying value of above or below market leases are included in other liabilities, net in our condensed consolidated balance sheets.

We recognized amortization expense related to in-place leases of approximately ~~$0.3~~$8.4 million and ~~$3.4~~$0.3 million for the three months ended September 30, ~~2020~~2021 and ~~2019,~~2020, respectively, and approximately ~~$9.1~~$10.9 million and ~~$8.8~~$9.1 million for the nine months ended September 30, 2021 and 2020, ~~and 2019,~~ respectively. ~~The amortization~~We recognized revenue related to ~~market~~net below-market leases of $0.2 million for each of the three and nine months ended September 30, 2021 and did not recognize revenue related to above or below-market leases for either the three or nine months ended September 30, ~~2020 or~~2020. During the three ~~months ended September 30, 2019 were not material. We recognized approximately $0.1 million of amortization related to net below market leases for the~~and nine months ended September 30, ~~2019.~~2021, the weighted average amortization periods for in-place leases were each approximately ten months, and the weighted average amortization periods for net below-market leases were each approximately ten months. During the three and nine months ended September 30, 2020, the weighted average amortization periods for in-place leases ~~and net below market leases~~ were approximately six months and seven months, respectively. ~~During the three and nine months ended September 30, 2019, the weighted average amortization period for in-place net below market leases were approximately six months and five months, respectively.~~

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Asset Impairment. Long-lived assets are reviewed for impairment annually or whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Impairment may exist if estimated future undiscounted cash flows associated with long-lived assets are not sufficient to recover the carrying value of such assets. We consider projected future undiscounted cash flows, trends, strategic decisions regarding future development plans, and other factors in our assessment of whether impairment conditions exist. While we believe our estimates of future cash flows are

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reasonable, different assumptions regarding a number of factors, including ~~but not limited to,~~ market rents, economic conditions, and occupancies, could significantly affect these estimates. When impairment exists, the long-lived asset is adjusted to its fair value. In estimating fair value, management uses appraisals, management estimates, and discounted cash flow calculations which utilize inputs from a marketplace participant's perspective. In addition, we evaluate our equity investments in joint ventures and record an impairment charge if we believe there is an other than temporary decline in market value below the carrying value of our ~~investment below our carrying value, we will record an impairment charge.~~investment. We did not record any impairment charges for the three or nine months ended September 30, ~~2020~~2021 or ~~2019.~~2020.

The value of our properties under development depends on market conditions, including estimates of the project ~~cost and~~ start date, ~~as well as estimates of~~projected construction costs, and demand for multifamily communities. We have reviewed market trends and other marketplace information and ~~have~~ incorporated this information as well as our current outlook into the assumptions we use in our impairment analyses. Due to the judgment and assumptions applied in the impairment analyses, it is possible actual results could differ substantially from those estimated.

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

Cost Capitalization. Real estate assets are carried at cost plus capitalized carrying charges. Carrying charges are primarily interest and real estate taxes which are capitalized as part of properties under development. Capitalized interest is generally based on the weighted average interest rate of our unsecured debt and was approximately ~~$4.4~~$3.5 million and ~~$4.0~~$4.4 million for the three months ended September 30, ~~2020~~2021 and ~~2019,~~2020, respectively, and was approximately ~~$13.0~~$12.8 million and ~~$9.9~~$13.0 million for the nine months ended September 30, ~~2020~~2021 and ~~2019,~~2020, respectively. Capitalized real estate taxes were approximately ~~$0.8~~$0.2 million and ~~$0.4~~$0.8 million for the three months ended September 30, ~~2020~~2021 and ~~2019,~~2020, respectively, and were approximately ~~$3.7~~$2.7 million and ~~$2.3~~$3.7 million for the nine months ended September 30, ~~2020~~2021 and ~~2019,~~2020, respectively.

Expenditures directly related to the development and improvement of real estate assets are capitalized at cost as land and buildings and improvements. Indirect development costs, including salaries and benefits and other related costs directly attributable to the development of properties, are also capitalized. We begin capitalizing development, construction, and carrying costs when the development of the future real estate asset is probable and certain activities necessary to prepare the underlying real estate for its intended use have been initiated. All construction and carrying costs are capitalized and reported in the balance sheet as properties under development until the apartment homes are substantially completed. As apartment homes within development properties are substantially completed the total capitalized development cost of each apartment home is transferred from properties under development including land to buildings and improvements.

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


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

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

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

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•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.

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Recurring Fair Value Measurements. The following describes the valuation methodologies we use to measure different financial instruments at fair value on a recurring basis:

Deferred Compensation Plan Investments. The estimated fair values of investment securities classified as deferred compensation plan investments are based on quoted market prices utilizing public information for the same transactions. Our deferred compensation plan investments are recorded in other assets in our condensed consolidated balance sheets. The inputs associated with the valuation of our recurring deferred compensation plan investments are included in Level 1 of the fair value hierarchy.

Non-Recurring Fair Value Measurements. Certain assets are measured at fair value on a non-recurring basis. These assets are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances. These assets primarily include long-lived assets which are recorded at fair value if they are impaired using the fair value methodologies used to measure long-lived assets described above at "Asset Impairment." ~~Non-recurring fair value disclosures are not provided for impairments on assets disposed during the period because they are no longer owned by us.~~ The inputs associated with the valuation of long-lived assets are generally included in Level 3 of the fair value hierarchy, unless a quoted price for a similar long-lived asset in an active market exists, at which time they are included in Level 2 of the fair value hierarchy.

Financial Instrument Fair Value Disclosures. As of September 30, ~~2020~~2021 and December 31, ~~2019,~~2020, the carrying values of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and distributions payable represented fair value because of the short-term nature of these instruments. The carrying value of restricted cash approximates its fair value based on the nature of our assessment of the ability to recover these amounts. The carrying values of our notes receivable also approximate their fair values, which are based on certain factors, such as market interest rates, terms of the note and credit worthiness of the borrower. These financial instruments utilize Level 3 inputs. In calculating the fair value of our notes payable, interest rate and spread assumptions reflect current credit worthiness and market conditions available for the issuance of notes payable with similar terms and remaining maturities. These financial instruments utilize Level 2 inputs.

Income Recognition. The majority of our revenues are derived from real estate lease contracts and presented as property revenues, ~~which~~and include rental revenue ~~and~~as well as revenue from amounts received under contractual terms for other services provided to our customers. As a lessor, we have also elected practical expedients to: i) not separate the lease and non-lease components by class of underlying assets and account for the combined components as a single component under certain conditions, and ii) exclude from lease revenues the sales taxes collected from lessees and certain lessor costs paid directly by the lessee. Our other revenue streams include fee and asset management income in accordance with other revenue guidance, ASC 606, Revenues from Contracts with Customers. Details of our material revenue streams are discussed below:

Property Revenues: We earn rental revenue from operating lease contracts for the use of dedicated spaces within owned assets, which is our only underlying asset class. We recognize rental revenues from these lease contracts on a straight-line basis over the applicable lease term, net of amounts related to lease contracts identified as uncollectible. We also earn revenues from amounts received under contractual terms for other services considered non-lease components within a lease contract, primarily consisting of utility rebillings and other transactional fees. These amounts received under contractual terms for other services are charged to our residents and recognized monthly as earned. Any identified uncollectible amounts related to individual lease contracts are presented as an adjustment to property revenue. Any renewal options of real estate lease contracts are considered a new and separate contract ~~and~~which will be recognized at the time the option is exercised on a straight-line basis over the renewal period.

The pandemic-related concessions provided to our residents/tenants were primarily related to changes in timing of rent payments with no significant changes to the total payment or term. In accordance with the Financial Standards Board ("FASB") question and answer document issued in April 2020, we ~~announced Resident Relief Funds~~elected to account for our residents experiencing financial losses caused by COVID-19, which were intended to help impacted residents by providing immediate financial assistance for living expenses such as food, utilities, medical, insurance, childcare, and transportation. During the second quarter, the Resident Relief Funds paid approximately $10.4 million to approximately 8,200 Camden residents. Of this amount, approximately $9.1 million was paid to approximately 7,100 residents of our wholly-owned communities and recordedthese concessions as a ~~reduction of property revenues,~~deferred payment and ~~approximately $1.3 million was paid~~continued to approximately 1,100 residents of the operating communities owned by our unconsolidated joint ventures. For the amounts paid to residents of the operating communities owned by our unconsolidated joint ventures, we recognized our ownership interest of $0.4 million in equity in income of joint ventures. Additionally, we also made arrangements to defer payments over existing lease terms for many of our residents and tenants. For the deferred rent payment plans offered, we recognize property revenue on the existing straight-line basis over the remaining applicable lease ~~term and~~term. We recognize any changes in payment through lease receivables, which is recorded in other assets, net, in our condensed consolidated balance ~~sheet;~~sheets, and any identified uncollectible amounts related to deferred amounts are presented as an adjustment to property revenue.

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As of September 30, ~~2020,~~2021, our average residential lease term was approximately fourteen months with all ~~other~~non-residential commercial leases averaging longer lease terms. We currently anticipate property revenue from existing leases as follows:

(in millions)
Year ended December 31, Operating Leases
Remainder of 2020 $ 258.5
2021 460.3
2022 6.6
2023 5.9
2024 5.0
Thereafter 33.4
Total $ 769.7

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(in millions)
Year ended December 31,	Operating Leases
Remainder of 2021	$	290.5
2022	537.6
2023	5.3
2024	3.7
2025	3.1
Thereafter	11.1
Total	$	851.3

Credit Risk. In management’s opinion, due to the number of residents, the types and diversity of submarkets in which our properties operate, and the collection terms, there is no significant concentration of credit risk.

~~Note Receivable.~~ We have one note receivable included in other assets, net, in our condensed consolidated balance sheets, relating to a real estate secured loan made to an unaffiliated third party. This note receivable matures on October 1, 2025. At both September 30, 2020 and December 31, 2019, the outstanding note receivable principal balance was approximately $7.9 million and the weighted average interest rate was approximately 7.0% for both the three and nine months ended September 30, 2020 and 2019, respectively. Interest is recognized over the life of the note and included in interest and other income in our condensed consolidated statements of income and comprehensive income. We will provide for an allowance on our note receivable for expected losses if it becomes apparent conditions exist which may lead to our inability to collect all contractual amounts due. No allowance has been recognized on this note receivable as of September 30, 2020.

~~Recent Accounting Pronouncements.~~ ~~In March 2020, the Financial Accounting Standards Board ("FASB") issued ASU 2020-04,~~ ~~"Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting."~~ ASU 2020-04 provides temporary relief to simplify the accounting for modifying contracts to transition away from referenced rates such as LIBOR and other interbank offered rates. To be eligible for these accounting reliefs, the modifications i) must change, or have the potential to change, the amount or timing of contractual cash flows and ii) be related to the replacement of the referenced rate expected to be discontinued. When the contracts have met the criteria above, modified contracts can be accounted for as a continuation of the existing contract and applied prospectively adjusting the effective interest rate in the agreement. ASU 2020-04 is effective for interim periods beginning January 1, 2020, and the contracts electing to use the optional relief must be entered into prior to December 31, 2022. We adopted ASU 2020-04 as of March 31, 2020 and will apply this guidance for modifications, if any, during the interim period and prospectively through December 31, 2022. We do not expect our adoption of ASU 2020-04 to have a material impact on our consolidated financial statements as our only outstanding debt indexed to LIBOR are our unsecured credit facility and unsecured term loan.

In April 2020, the FASB's staff issued a question and answer document ("Q&A") focused on the application of lease modification accounting as a result of COVID-19. The Q&A allows companies, assuming the total payments of modified leases are substantially the same as or less than the total payments of the existing lease, to elect to bypass a lease-by-lease analysis, and instead either apply the lease modification accounting framework or not. The election is to be applied consistently to leases with similar characteristics and similar circumstances. Having met the required criteria as defined in the Q&A, we elected to not account for concessions as lease modifications. As disclosed above, the cash payments provided to residents relating to the Resident Relief Funds of approximately $9.1 million was recognized as a reduction to property revenues during the second quarter of 2020. We also elected to account for all other concessions provided to our residents/tenants, which were primarily related to a change of timing of rent payments with no significant changes to total payments or term, as a deferred payment in which we continue to recognize property revenue on the existing straight-line basis over the remaining lease term and recognize any changes in payment through lease receivables, which is recorded in other assets, net, in our condensed consolidated balance sheet.

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3. Per Share Data

Basic earnings per share is computed using net income attributable to common shareholders and the weighted average number of common shares outstanding. Diluted earnings per share reflects common shares issuable from the assumed conversion of common share options and unvested share awards, and units convertible into common ~~shares, and shares which could be settled under equity forward sales agreements.~~shares. Only those items having a dilutive impact on our basic earnings per share are included in diluted earnings per share. Our unvested share-based awards are considered participating securities and are reflected in the calculation of basic and diluted earnings per share using the two-class method. Common shares under a forward ~~sales~~sale agreement will be considered in our calculation for diluted earnings-per-share until settlement, using the treasury stock method. The number of common share equivalent securities excluded from the diluted earnings per share calculation were approximately 1.7 million and 1.8 million for the three and nine months ended September 30, 2021 and approximately 2.0 million for the each of the three and nine months ended September 30, ~~2020 and approximately 1.9 million for each of the three and nine months ended September 30, 2019.~~2020. These securities, which include ~~common share options and~~ share awards granted and units convertible into common shares, were excluded from the diluted earnings per share calculations as they are anti-dilutive. The following table presents information necessary to calculate basic and diluted earnings per share for the periods indicated:

Three Months Ended
September 30, Nine Months Ended
September 30,
(in thousands, except per share amounts) 2020 2019 2020 2019
Earnings per common share calculation – basic
Income from continuing operations attributable to common shareholders $ 34,957 $ 43,597 $ 94,718 $ 124,609
Amount allocated to participating securities (74) (89) (204) (284)
Net income attributable to common shareholders – basic $ 34,883 $ 43,508 $ 94,514 $ 124,325
Total earnings per common share – basic $ 0.35 $ 0.44 $ 0.95 $ 1.27
Weighted average number of common shares outstanding – basic 99,419 98,959 99,372 98,259
Earnings per common share calculation – diluted
Net income attributable to common shareholders – diluted $ 34,883 $ 43,508 $ 94,514 $ 124,325
Total earnings per common share – diluted $ 0.35 $ 0.44 $ 0.95 $ 1.26
Weighted average number of common shares outstanding – basic 99,419 98,959 99,372 98,259
Incremental shares issuable from assumed conversion of:
Common share options and share awards granted 36 107 42 116
Weighted average number of common shares outstanding – diluted 99,455 99,066 99,414 98,375


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands, except per share amounts)	2021		2020		2021		2020
Earnings per common share calculation – basic
Income from continuing operations attributable to common shareholders	$	29,483	$	34,957	$	91,009	$	94,718
Amount allocated to participating securities	(30)		(74)		(122)		(204)


Net income attributable to common shareholders – basic	$	29,453	$	34,883	$	90,887	$	94,514



Total earnings per common share – basic	$	0.29	$	0.35	$	0.90	$	0.95

Weighted average number of common shares outstanding – basic	103,071		99,419		101,119		99,372

Earnings per common share calculation – diluted




Net income attributable to common shareholders – diluted	$	29,453	$	34,883	$	90,887	$	94,514



Total earnings per common share – diluted	$	0.29	$	0.35	$	0.90	$	0.95

Weighted average number of common shares outstanding – basic	103,071		99,419		101,119		99,372
Incremental shares issuable from assumed conversion of:
Share awards granted	100		36		80		42

Weighted average number of common shares outstanding – diluted	103,171		99,455		101,199		99,414

4. Common Shares

In ~~June 2020,~~August 2021, we created an ~~at-the market~~at-the-market ("ATM") share offering program through which we can, but have no obligation to, sell common shares ~~and we may also enter into separate forward sale agreements with forward purchasers~~ for an aggregate offering price of up to ~~$362.7~~$500.0 million (the ~~"2020~~"2021 ATM program"), in

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amounts and at times as we determine, into the existing trading market at current market prices as well as through negotiated transactions. Actual sales from time to time may depend on a variety of factors including, among others, market conditions, the trading price of our common shares, and determinations by management of the appropriate sources of funding for us. The proceeds from the sale of our common shares under the ~~2020~~2021 ATM program are intended to be used for general corporate purposes, which may include reducing future borrowings under our $900 million unsecured line of credit, the repayment of other indebtedness, the redemption or other repurchase of outstanding debt or equity securities, funding for development activities, and financing for acquisitions.

The ~~2020~~2021 ATM program also permits the use of forward ~~sales~~sale agreements which allows us to lock in a share price on the sale of common shares at the time the agreement is executed, but defer receiving the proceeds from the sale of the applicable shares until a later date. If we enter into a forward sale agreement, we expect the ~~relevant~~applicable forward purchasers will borrow from third parties and, through the ~~relevant~~applicable sales agent acting in its role as forward seller, sell a number of common shares equal to the number of

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shares underlying the applicable agreement. Under this scenario, we would not initially receive any proceeds from any sale of borrowed shares by the forward seller. We expect to physically settle each forward sale agreement with the relevant forward purchaser on or prior to the maturity date of a particular forward sale agreement by issuing our common shares in return for the receipt of aggregate net cash proceeds at settlement equal to the number of common shares underlying the particular forward sale agreement multiplied by the relevant forward sale price. However, at our sole discretion, we may also elect to cash settle or net share settle a particular forward sale agreement, in which case we may not receive any proceeds from the issuance of common shares, and we will instead receive or pay cash (in the case of cash settlement) or receive or deliver common shares (in the case of net share settlement). During the three months ended September ~~30, 2020~~31, 2021 and through the date of this filing, we ~~did~~have not ~~enter~~entered into any forward sale agreements ~~nor were there any shares sold~~ under the ~~2020~~2021 ATM program. As

During the three months ended September 30, 2021, we sold an aggregate of approximately 1.5 million common shares at an average price per share of $150.28, for aggregate net consideration of approximately $220.7 million under the 2021 ATM program. The proceeds from the sale of our common shares under the 2021 ATM program were used for general corporate purposes, which included funding for development activities and financing for acquisitions. We did not sell any additional shares subsequent to September 30, 2021, and as of the date of this filing, we had common shares having an aggregate offering price of up to ~~$362.7~~$278.2 million remaining available for sale under the ~~2020~~2021 ATM program.

In ~~May 2017,~~June 2020, we created an ATM share offering program through which we could, but had no obligation to, sell common shares having an aggregate offering price of up to ~~$315.3~~$362.7 million (the ~~"2017~~"2020 ATM program"). WeDuring the three and six months ended June 30, 2021, we sold an aggregate of approximately 2.9 million common shares at an average price per share of $126.64, for aggregate net consideration of approximately $358.8 million. In August 2021, we terminated ~~the 2017 ATM program in the second quarter of 2020 concurrently with the establishment of~~ the 2020 ATM program with ~~shares with~~ an aggregate offering price of ~~$287.7~~approximately $0.2 million ~~remaining available for sale. Upon~~not sold. There were no additional shares sold under the 2020 ATM program from June 30, 2021 through the date of the termination agreements, and no further common shares were available for sale under ~~the 2017 ATM~~this program.

We have a share repurchase plan approved by our Board of Trust Managers which allows for the repurchase of up to ~~$500~~$500.0 million of our common equity securities through open-market purchases, block purchases, and privately negotiated transactions. There were no repurchases during the three and nine months ended September 30, ~~2020.~~2021. As of the date of this filing, the remaining dollar value of our common equity securities authorized to be repurchased under this program was approximately $269.5 million.

We currently have an automatic shelf registration statement which allows us to offer common shares, preferred shares, debt securities, or warrants, and our Amended and Restated Declaration of Trust provides we may issue up to 185 million shares of beneficial interest, consisting of 175 million common shares and 10 million preferred shares. At September 30, ~~2020,~~2021, we had approximately ~~97.4~~102.2 million common shares outstanding, net of treasury shares and shares held in our deferred compensation arrangements, and 0no preferred shares outstanding.

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5. Acquisitions and Dispositions

~~Asset~~ Acquisition of Operating Properties. In August 2021, we acquired 1 operating property comprised of 368 apartment homes located in St. Petersburg, Florida for approximately $176.3 million. In June 2021, we acquired 1 operating property comprised of 328 apartment homes located in Franklin, Tennessee for approximately $105.3 million and 1 operating property comprised of 430 apartment homes located in Nashville, Tennessee for approximately $186.3 million. In October 2021, we acquired 1 operating property comprised of 558 apartment homes located in Dallas, Texas for approximately $165.5 million.

Acquisition of Land. We did not acquire any ~~operating properties~~land during the ~~nine~~three months ended September 30, ~~2020.~~2021. During the nine months ended September 30, ~~2019,~~2021, we acquired ~~1 operating property comprised~~approximately 14.6 acres of ~~326 apartment homes located~~land in ~~Austin,~~The Woodlands, Texas for approximately ~~$120.4~~$9.3 million and approximately 0.2 acres of land in ~~May 2019 and 1 operating property comprised of 316 apartment homes located in Scottsdale, Arizona~~St. Petersburg, Florida for approximately ~~$97.1~~$2.1 million for future development purposes. In October 2021, we acquired approximately 5.2 acres of land in ~~February 2019.~~

~~Acquisition of Land.~~Denver, Colorado for approximately $24.0 million for future development purposes. During the nine months ended September 30, 2020, we acquired approximately 4.9 acres of land in Raleigh, North Carolina for approximately $18.2 million ~~in January 2020~~ for ~~the~~ future development purposes.

Disposition of ~~approximately 355 apartment homes. During~~Land. We did not sell any land during the nine months ended September 30, 2019, we acquired approximately 11.6 acres of land in Tempe, Arizona for approximately $18.0 million in May 2019 for the future development of approximately 397 apartment homes and approximately 4.3 acres of land in Charlotte, North Carolina for approximately $10.9 million in April 2019 for the future development of approximately 387 apartment homes.

~~Disposition of Land.~~ 2021. During the nine months ended September 30, 2020, we sold approximately 4.7 acres of land adjacent to one of our operating properties in Raleigh, North Carolina for approximately $0.8 million ~~in March 2020~~ and recognized a gain of $0.4 million. ~~We did not sell any land during the nine months ended September 30, 2019.~~

6. Investments in Joint Ventures

Our equity investments in unconsolidated joint ventures, which we account for utilizing the equity method of accounting, consists of three funds (collectively, the "Funds"). As of September 30, ~~2020,~~2021, we had two discretionary investment funds in which we had an ownership interest of 31.3% in each of these funds. ~~In March 2015, we completed the formation of the~~We hold a 40% ownership interest in a third fund with an unaffiliated third party ~~for additional~~which may hold multifamily investments of ~~up to $450 million. In June 2019, we amended the third fund's agreement to, among other things, reduce the investments from $450 million to~~ approximately $360 ~~million and increase our ownership interest from 20% to 40%. This~~million; this third fund did not own any properties as of September 30, ~~2020~~2021 or ~~2019.~~2020. We provide property and asset management and other services to the Funds which own operating properties and we may also provide construction and development services to the Funds which own properties under development. The following table summarizes the combined balance sheets and statements of income data for the Funds as of and for the periods presented:


(in millions)	September 30, 2021		December 31, 2020
Total assets	$	690.6	$	691.5
Total third-party debt	514.6		509.1
Total equity	144.9		149.1

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(in millions) September 30, 2020 December 31, 2019
Total assets $ 697.3 $ 685.0
Total third-party debt 507.2 496.9
Total equity 155.5 153.4


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended September 30,				Nine Months Ended September 30,
(in millions)	(in millions)	2020		2019		2020		2019		(in millions)	2021		2020		2021		2020
Total revenues (1)	Total revenues (1)	$	32.7	$	33.3	$	95.8	$	98.5	Total revenues (1)	$	35.4	$	32.7	$	102.6	$	95.8

Net income	Net income	4.3		4.4		11.7		12.3		Net income	5.4		4.3		13.8		11.7
Equity in income (2)(3)	Equity in income (2)(3)	2.2		2.1		5.9		6.0		Equity in income (2)(3)	2.5		2.2		6.7		5.9

(1)Total revenues for the nine months ended September 30, 2020 includes approximately $1.3 million of Resident Relief Funds payments which was recorded as a reduction to property revenues.

(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 nine months ended September 30, 2020 includes our ownership interest of the Resident Relief Funds payments of approximately $0.4 million.

~~The~~

As of September 30, 2021, the Funds have been funded in part with secured third-party debt and ~~as of September 30, 2020,~~ we ~~had 0~~have no outstanding guarantees related to debt of the Funds.

We may earn fees for property and asset management, construction, development, and other services related to the Funds and may earn a promoted equity interest if certain thresholds are met. We eliminate fee income for services provided to the Funds to the extent of our ownership. Fees earned for these services, net of eliminations, were approximately ~~$1.9~~$1.8 million and ~~$1.7~~$1.9 million for the three months ended September 30, ~~2020~~2021 and ~~2019,~~2020, respectively, and approximately ~~$5.7~~$4.9 million and ~~$4.6~~$5.7 million for the nine months ended September 30, ~~2020~~2021 and ~~2019,~~2020, respectively.

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7. Notes Payable

The following is a summary of our indebtedness:


(in millions)	(in millions)	September 30, 2020		December 31, 2019		(in millions)	September 30, 2021		December 31, 2020
Commercial banks	Commercial banks					Commercial banks
1.15% Term Loan, due 2022		$	99.8	$	99.7
1.85% Term Loan, due 2022						1.85% Term Loan, due 2022	$	39.9	$	39.7

Unsecured credit facility		0		44.0

		$	99.8	$	143.7

Senior unsecured notes	Senior unsecured notes					Senior unsecured notes

3.15% Notes, due 2022	3.15% Notes, due 2022	$	348.5	$	348.0	3.15% Notes, due 2022	$	349.1	$	348.6
5.07% Notes, due 2023	5.07% Notes, due 2023	248.8		248.4		5.07% Notes, due 2023	249.2		248.9
4.36% Notes, due 2024	4.36% Notes, due 2024	249.2		249.0		4.36% Notes, due 2024	249.4		249.2
3.68% Notes, due 2024	3.68% Notes, due 2024	248.3		248.0		3.68% Notes, due 2024	248.7		248.4
3.74% Notes, due 2028	3.74% Notes, due 2028	397.1		396.7		3.74% Notes, due 2028	397.7		397.3
3.67% Notes, due 2029 (1)	3.67% Notes, due 2029 (1)	594.1		593.7		3.67% Notes, due 2029 (1)	594.7		594.3
2.91% Notes, due 2030	2.91% Notes, due 2030	743.4		0		2.91% Notes, due 2030	744.0		743.5
3.41% Notes, due 2049	3.41% Notes, due 2049	296.6		296.6		3.41% Notes, due 2049	296.7		296.7
		$	3,126.0	$	2,380.4		$	3,129.5	$	3,126.9

Total notes payable (2)		$	3,225.8	$	2,524.1
Total unsecured notes payable (2)						Total unsecured notes payable (2)	$	3,169.4	$	3,166.6

(1) The 2029 Notes have an effective annual interest rate of approximately 3.84% through June 2026, which includes the effect of a settled forward interest rate swap, and approximately 3.28% thereafter, for an all-in average effective rate of approximately 3.67%.

(2) Unamortized debt discounts and debt issuance costs of ~~$24.2~~$20.6 million and ~~$19.9~~$23.4 million are included in senior unsecured ~~and secured~~ notes payable as of September 30, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively.

We have a $900 million unsecured credit facility which matures in March 2023, with two options to further extend the facility at our election for two additional ~~six month~~six-month periods and may be expanded three times by up to an additional $500

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million upon satisfaction of certain conditions. The interest rate on our unsecured credit facility is based upon the London Interbank Offered Rate ("LIBOR") plus a margin which is subject to change as our credit ratings change. Advances under our credit facility may be priced at the scheduled rates, or we may enter into bid rate loans with participating banks at rates below the scheduled rates. These bid rate loans have terms of 180 days or less and may not exceed the lesser of $450 million or the remaining amount available under our credit facility. Our credit facility is subject to customary financial covenants and limitations. We believe we are in compliance with all such financial covenants and limitations as of September 30, ~~2020~~2021 and through the date of this filing.

Our credit facility provides us with the ability to issue up to $50 million in letters of credit. While our issuance of letters of credit does not increase our borrowings outstanding under our credit facility, it does reduce the amount available. At September 30, ~~2020,~~2021, we had no borrowings outstanding on our $900 million credit facility and we had outstanding letters of credit totaling approximately ~~$10.2~~$14.8 million, leaving approximately ~~$889.8~~$885.2 million available under our credit facility.

In April 2020, we issued $750 million aggregate principal amount of 2.80% senior unsecured notes due May 15, 2030 (the "2030 Notes") under our then-existing shelf registration statement. The 2030 Notes were offered to the public at 99.929% of their face amount with a stated rate of 2.80%. We received net proceeds of approximately $743.1 million, net of underwriting discounts and other estimated offering expenses. After giving effect to net underwriting discounts and other estimated offering expenses, the effective annual interest rate on the 2030 Notes is approximately 2.91%. Interest on the 2030 Notes is payable semi-annually on May 15 and November 15, beginning November 15, 2020. We may redeem the 2030 Notes, in whole or in part, at any time at a redemption price equal to the principal amount and accrued interest of the notes being redeemed, plus a make-whole provision. If, however, we redeem the 2030 Notes within three months of the maturity date, the redemption price will equal 100% of the principal amount of the 2030 Notes to be redeemed plus accrued and unpaid interest on the amount being redeemed to the redemption date. The 2030 Notes are direct, senior unsecured obligations and rank equally with all of our other unsecured and unsubordinated indebtedness. We used the proceeds from the offering of the 2030 Notes to repay outstanding balances on our unsecured line of credit and intend to use the remaining balance for general corporate purposes which may include property acquisitions and development in the ordinary course of business, capital expenditures, and working capital where appropriate.

We had outstanding floating rate debt of approximately ~~$99.8~~$39.9 million and ~~$99.7~~$99.8 million at September 30, ~~2020~~2021 and ~~2019,~~2020, respectively. The weighted average interest rate on such debt was approximately ~~1.2%~~1.9% and ~~3.1%~~1.2% for the nine months ended September 30, 2021 and 2020, ~~and 2019,~~ respectively.

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Our indebtedness had a weighted average maturity of approximately ~~8.5~~7.7 years at September 30, ~~2020.~~2021. The table below is a summary of the maturity dates of our outstanding debt and principal amortizations, and the weighted average interest rates on such debt, at September 30, ~~2020:~~2021:


(in millions) (1)	(in millions) (1)	Amount (2)		Weighted Average Interest Rate (3)		(in millions) (1)	Amount (2)		Weighted Average Interest Rate (3)
Remainder of 2020 (4)		$	98.9	1.2	%
2021		(3.6)		0
Remainder of 2021						Remainder of 2021	$	(0.9)	—	%
2022	2022	346.4		3.2		2022	386.3		3.0
2023	2023	247.3		5.1		2023	247.3		5.1
2024	2024	497.9		4.0		2024	497.9		4.0
2025						2025	(1.8)		—
Thereafter	Thereafter	2,038.9		3.4		Thereafter	2,040.6		3.4
Total	Total	3,225.8		3.5	%	Total	$	3,169.4	3.6	%

(1)Includes all available extension options.

(2)Includes amortization of debt discounts and debt issuance costs.

(3)Includes the effects of the applicable settled forward interest rate swaps.

~~(4)~~Includes the $100.0 million term loan due in 2022. In October 2020, we entered into a $40.0 million term loan due in 2022 and repaid the $100.0 million term loan due 2022. See below for further discussion.

In October 2020, we entered into a $40 million two-year unsecured floating rate term loan with an unrelated third party. The interest rate on the term loan is based on LIBOR plus a base rate. Also in October 2020, we used the net proceeds from the $40 million term loan together with cash on hand to repay the $100.0 million unsecured term loan which was scheduled to mature in 2022.

8. Derivative Financial Instruments and Hedging Activities

Risk Management Objective of Using Derivatives. We are exposed to certain risks arising from both our business operations and economic conditions. We manage economic risks, including interest rate, liquidity, and credit risk, primarily by

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managing the amount, sources, and duration of our debt funding and the use of derivative financial instruments. Specifically, we may enter into derivative financial instruments to manage exposures arising from business activities resulting in differences in the amount, timing, and duration of our known or expected cash payments principally related to our borrowings.

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

Designated Hedges. The gain or loss on derivatives designated and qualifying as cash flow hedges is reported as a component of other comprehensive income or loss, and subsequently reclassified into earnings in the period the hedged forecasted transaction affects earnings and is presented in the same line item as the earnings effect of the hedged item.

~~In connection with the issuance of our 3.74% Notes due 2028 in October 2018,~~ At September 30, 2021 and 2020, we ~~settled an aggregate of $400.0 million forward interest rate swap~~had no designated hedges ~~resulting~~outstanding.

As of each of the three and nine months ended September 30, 2021 and 2020, there were no unrealized gains or losses recognized in ~~a cash receipt~~other comprehensive income related to derivative financial instruments. During each of the three months ended September 30, 2021 and 2020, approximately ~~$15.9~~$0.3 million ~~which~~ was ~~recorded in~~reclassified from accumulated other comprehensive income on our condensed consolidated balance sheets and will be recognized over the 10-year life of the issued debt as an adjustment to interest expense. In connection with the issuance of our 3.67% Notes due 2029 in June 2019, we settled all of our remaining outstanding forward interest rate swaps with a total notional value of $300.0 million resulting in a net cash payment of approximately $20.4 million. Amounts in other comprehensive income associated with the settled forward interest rate swaps of our 3.67% Notes will be reclassified to interest expense through 2026. As of September 30, 2020, the net amount we expect to be reclassified into earnings in the next 12 months(loss) as an increase to interest expense isand approximately ~~$1.3 million. At September 30, 2020 and 2019, we had no designated hedges outstanding.~~

~~The table below presents the effect of our derivative financial instruments in the condensed consolidated statements of income and~~$1.0 million was reclassified from accumulated other comprehensive income ~~for the three months ended September 30, 2020 and 2019:~~

(in millions) Unrealized Gain (Loss)
Recognized in Other
Comprehensive Income (Loss)
(“OCI”) on Derivatives Location of Gain
Reclassified from
Accumulated OCI into Income Amount of Gain (Loss)
Reclassified from
Accumulated OCI
into Income
Derivatives in Cash Flow Hedging Relationships 2020 2019 2020 2019
Interest Rate Swaps $ 0 $ 0 Interest expense $ (0.3) $ (0.3)

~~The table below presents the effect~~(loss) as an increase to interest expense during each of ~~our derivative financial instruments in the condensed consolidated statements of income and comprehensive income for~~ the nine months ended September 30, 2021 and 2020, ~~and 2019:~~

for derivative financial instruments settled in prior periods.

9. Share-Based Compensation and Non-Qualified Deferred Compensation Plan

Incentive Compensation. We currently maintain the 2018 Share Incentive Plan (the “2018 Share Plan”) and the 2011 Share Incentive Plan (the “2011 Share Plan”), although no new awards may be granted under the 2011 Plan. Each of these plans were approved by our shareholders. The shares available for awards under the 2018 Share Plan are, subject to certain other limits under the plan, generally available for any type of award authorized under the 2018 Share Plan including stock options, stock appreciation rights, restricted stock awards, stock bonuses and other stock-based awards. Persons eligible to receive awards under the 2018 Share Plan include our and our subsidiaries' officers and employees, Trust Managers, and certain of our and our subsidiaries' consultants and advisors. A total of 9.7 million shares (“Share Limit”) was authorized under the 2018 Share Plan. Shares issued or to be issued are counted against the Share Limit as (1) 3.45 to 1.0 for every share award, excluding stock options and share appreciation rights, granted, and (2) 1.0 to 1.0 for every share of stock option or share appreciation right granted. As of September 30, ~~2020,~~2021, there were approximately ~~7.0~~6.3 million common shares available under the 2018 Share Plan, which would result in approximately ~~2.0~~1.8 million shares which could be granted pursuant to full value awards conversion ratios as defined under the plan.

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Total compensation cost for share awards charged against income was approximately ~~$3.6~~$4.1 million and ~~$4.0~~$3.6 million for the three months ended September 30, ~~2020~~2021 and ~~2019,~~2020, respectively, and approximately ~~$11.4~~$12.5 million and ~~$13.3~~$11.4 million for the nine months ended September 30, ~~2020~~2021 and ~~2019,~~2020, respectively. Total capitalized compensation costs for share awards were

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approximately $1.0 million and $0.8 million for ~~each of~~ the three months ended September 30, 2021 and 2020, ~~and 2019,~~respectively and approximately $2.8 million and $2.6 million for ~~each of~~ the nine months ended September 30, ~~2020.~~2021 and 2020, respectively.

A summary of activity under our share incentive plans for the nine months ended September 30, ~~2020~~2021 is shown below:


		Nonvested Share Awards Outstanding	Weighted Average Exercise / Grant Price			Nonvested Share Awards Outstanding	Weighted Average Exercise / Grant Price
Nonvested share awards outstanding at December 31, 2019		264,654	$	90.44
Nonvested share awards outstanding at December 31, 2020					Nonvested share awards outstanding at December 31, 2020	239,728	$	103.48
Granted	Granted	180,332	113.56		Granted	187,933	105.63
Vested	Vested	(196,446)	95.12		Vested	(231,280)	101.96
Forfeited	Forfeited	(9,079)	103.51		Forfeited	(9,373)	106.67
Total nonvested share awards outstanding at September 30, 2020		239,461	$	103.52
Total nonvested share awards outstanding at September 30, 2021					Total nonvested share awards outstanding at September 30, 2021	187,008	$	107.36

Share Awards and Vesting. Share awards for employees generally vest over three years and are valued at the market value of the shares on the grant date. In the event the holder of the share awards attains at least age 65, and with respect to employees, also attain at least ten or more years of service ("Retirement Eligibility") before the term in which the awards are scheduled to vest, the value of the share awards is amortized from the date of grant to the individual's Retirement Eligibility date. All new share awards granted after reaching retirement eligibility vest on the date of grant.

The weighted average fair value of share awards granted during the nine months ended September 30, 2021 and 2020 ~~and 2019~~ was ~~$113.56~~$105.63 per share and ~~$98.78~~$113.56 per share, respectively. The total fair value of shares vested during the nine months ended September 30, ~~2020~~2021 and ~~2019~~2020 was approximately ~~$18.7~~$23.6 million and ~~$25.5~~$18.7 million, respectively. At September 30, ~~2020,~~2021, the unamortized value of previously issued unvested share awards was approximately ~~$16.1~~$13.9 million which is expected to be amortized over the next two years.

10. Net Change in Operating Accounts

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

Nine Months Ended
September 30,
(in thousands) 2020 2019
Change in assets:
Other assets, net $ (14,559) $ (12,358)
Change in liabilities:
Accounts payable and accrued expenses 11,527 26,691
Accrued real estate taxes 32,748 19,236
Other liabilities (1,193) 1,867
Other 1,130 2,467
Change in operating accounts and other $ 29,653 $ 37,903


	Nine Months Ended September 30,
(in thousands)	2021		2020
Change in assets:
Other assets, net	$	(18,233)	$	(14,559)
Change in liabilities:
Accounts payable and accrued expenses	17,899		11,527
Accrued real estate taxes	19,247		32,748
Other liabilities	3,551		(1,193)
Other	2,803		1,130
Change in operating accounts and other	$	25,267	$	29,653

11. Commitments and Contingencies

Construction Contracts. As of September 30, ~~2020,~~2021, we estimate the total additional cost to complete the ~~8 consolidated projects~~6 properties currently under construction to be approximately ~~$383.7~~$242.4 million. We expect to fund this amount through a combination of one or more of the following: cash and cash equivalents, cash flows generated from operations, draws on our unsecured credit facility, the use of debt and equity offerings under our automatic shelf registration statement, proceeds from property dispositions, equity issued from our 2021 ATM program, and other unsecured borrowings or secured mortgages.

Other Commitments and Contingencies. In the ordinary course of our business we issue letters of intent indicating a willingness to negotiate for acquisitions, dispositions, or joint ventures and also enter into arrangements contemplating various transactions. Such letters of intent and other arrangements are non-binding as to either party unless and until a definitive contract is entered into by the parties. Even if definitive contracts relating to the purchase or sale of real property are entered into, these contracts generally provide the purchaser with time to evaluate the property and conduct due diligence, during which periods the purchaser will have the ability to terminate the contracts without penalty or forfeiture of any deposit or earnest

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money. There can be no assurance definitive contracts will be entered into with respect to any matter covered by letters of intent or we will consummate any transaction contemplated by any definitive contract. Furthermore, due diligence periods for real

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property are frequently extended as needed. An acquisition or sale of real property becomes probable at the time the due diligence period expires and the definitive contract has not been terminated. We are then at risk under a real property acquisition contract, but generally only to the extent of any earnest money deposits associated with the contract, and are obligated to sell under a real property sales contract. At September 30, 2021, we had approximately $7.9 million of earnest money deposits, of which $0.9 million was non-refundable, for potential acquisitions of land and operating properties which are included in other assets, net in our condensed consolidated balance sheet.

Lease Commitments. Substantially all of our lessee operating leases, which are recorded within other liabilities in our condensed consolidated balance sheets, are related to office facility leases. Rental expense totaled approximately $1.1 million and $1.0 million for the three months ended September 30, 2020 and 2019, respectively, and approximately $3.2 million for each of the nine months ended September 30, 2020 and 2019. We had no significant changes to our lessee lease commitments for the nine months ended September 30, ~~2020.~~2021. The lease and non-lease components, excluding short-term lease contracts with a duration of 12 months or less, are accounted for as a combined single component based upon the standalone price at the time the applicable lease is commenced and is recognized as a lease expense on a straight-line basis over the lease term. Most of our office facility leases include options to renew and generally are not included in the operating lease liabilities or right-of-use assets as they are not reasonably certain of being exercised. If an option to renew is exercised, it would be considered a separate contract and recognized based upon the standalone price at the time the option to renew is exercised. Variable lease payments which values are not known at lease commencement, such as executory costs of real estate taxes, property insurance, and common area maintenance, are expensed as incurred. Rental expense totaled approximately $1.1 million for both the three months ended September 30, 2021 and 2020 and totaled approximately $3.3 million and $3.2 million for the nine months ended September 30, 2021 and 2020, respectively. The following is a summary of our maturities of our lease liabilities as of September 30, ~~2020:~~2021:


(in millions)	(in millions)			(in millions)
Year ended December 31,	Year ended December 31,	Operating Leases		Year ended December 31,	Operating Leases
Remainder of 2020		$	0.9
2021		3.3
Remainder of 2021				Remainder of 2021	$	0.8
2022	2022	2.9		2022	3.1
2023	2023	2.7		2023	3.0
2024	2024	2.8		2024	2.8
2025				2025	2.0
Thereafter	Thereafter	2.1		Thereafter	0.1
Less: discount for time value	Less: discount for time value	(1.6)		Less: discount for time value	(1.1)
Lease liability as of September 30, 2020		$	13.1
Lease liability as of September 30, 2021				Lease liability as of September 30, 2021	$	10.7

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

12. Income Taxes

We have maintained and intend to maintain our election as a REIT under the Internal Revenue Code of 1986, as amended. In order for us to continue to qualify as a REIT we must meet a number of organizational and operational requirements, including a requirement to distribute annual dividends to our shareholders equal to a minimum of 90% of our adjusted taxable income. As a REIT, we generally will not be subject to federal income tax on our taxable income at the corporate level to the extent such income is distributed to our shareholders annually. If our taxable income exceeds our dividends in a tax year, REIT tax rules allow us to designate dividends from the subsequent tax year in order to avoid current taxation on undistributed income. If we fail to qualify as a REIT in any taxable year, we may be subject to federal and state income taxes for such year. In addition, we may not be able to requalify as a REIT for the four subsequent taxable years and may be subject to federal and state income taxes in those years as well. Historically, we have incurred only state and local income, franchise, and excise taxes. Taxable income from non-REIT activities managed through taxable REIT subsidiaries is

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subject to applicable federal, state, and local income taxes. Our consolidated operating partnerships are flow-through entities and are not subject to federal income taxes at the entity level.

We have recorded income, franchise, sales, and excise taxes in the condensed consolidated statements of income and comprehensive income for the three and nine months ended September 30, ~~2020~~2021 and ~~2019~~2020 as income tax expense. Income taxes for the three and nine months ended September 30, ~~2020~~2021 primarily related to state income tax and federal taxes on the taxable income of certain of our taxable REIT subsidiaries. We have 0no significant temporary or permanent differences or tax credits associated with our taxable REIT subsidiaries.

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We believe we have 0no uncertain tax positions or unrecognized tax benefits requiring disclosure as of and for the nine months ended September 30, ~~2020.~~

In March 2020, the Coronavirus Aid, Relief, and Economic Security Act, or the CARES Act, was enacted. The legislation was intended to support the economy during COVID-19 with technical corrections, or temporary modifications, to certain of the provisions of the Tax Cut and Jobs Act. These changes are not expected to have a material impact on our consolidated financial statements.2021.

13. Fair Value Measurements

Recurring Fair Value Measurements. The following table presents information about our financial instruments measured at fair value on a recurring basis as of September 30, ~~2020~~2021 and December 31, ~~2019~~2020 using the inputs and fair value hierarchy discussed in Note 2, "Summary of Significant Accounting Policies and Recent Accounting Pronouncements."

Financial Instruments Measured at Fair Value on a Recurring Basis


		September 30, 2020								December 31, 2019									September 30, 2021								December 31, 2020
(in millions)	(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		(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	Other Assets																	Other Assets
Deferred compensation plan investments (1)	Deferred compensation plan investments (1)	$	119.4	$	0	$	0	$	119.4	$	151.8	$	0	$	0	$	151.8	Deferred compensation plan investments (1)	$	131.7	$	—	$	—	$	131.7	$	129.8	$	—	$	—	$	129.8

(1)Approximately ~~$37.2~~$10.4 million and ~~$18.0~~$37.8 million of participant cash was withdrawn from our deferred compensation plan investments during the nine months ended September 30, ~~2020~~2021 and the year ended December 31, ~~2019,~~2020, respectively.

Non-Recurring Fair Value Disclosures. The nonrecurring fair value disclosure inputs under the fair value hierarchy are discussed in Note 2, "Summary of Significant Accounting Policies and Recent Accounting Pronouncements." We ~~did not have any~~completed three asset acquisitions of operating properties ~~or impairments~~ during the nine months ended September 30, ~~2020.~~2021. We recorded the real estate assets and identifiable above and below-market and in-place leases at their relative fair values based upon methods similar to those used by independent appraisers of income producing properties. The fair value measurements associated with the valuation of these acquired assets represent Level 3 measurements within the fair value hierarchy. See Note 5, "Acquisitions and Dispositions" for a further discussion about these acquisitions.

Financial Instrument Fair Value Disclosures. The following table presents the carrying and estimated fair values of our notes payable at September 30, ~~2020~~2021 and December 31, ~~2019,~~2020, in accordance with the policies discussed in Note 2, "Summary of Significant Accounting Policies and Recent Accounting Pronouncements."

September 30, 2020 December 31, 2019
(in millions) Carrying
Value Estimated
Fair Value Carrying
Value Estimated
Fair Value
Fixed rate notes payable $ 3,126.0 $ 3,490.8 $ 2,380.4 $ 2,533.5
Floating rate notes payable (1)
99.8 99.4 143.7 143.8

~~(1)Includes balances outstanding under our unsecured credit facility at December 31, 2019.~~


	September 30, 2021				December 31, 2020
(in millions)	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
Fixed rate notes payable	$	3,129.5	$	3,396.2	$	3,126.9	$	3,519.9
Floating rate notes payable	39.9		40.1		39.7		40.0

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the condensed consolidated financial statements and notes appearing elsewhere in this report, as well as Part I, Item 1A, "Risk Factors" within our Annual Report on Form 10-K for the year ended December 31, ~~2019.~~2020. Historical results and trends which might appear in the condensed consolidated financial statements should not be interpreted as being indicative of future operations.

We consider portions of this report to be "forward-looking" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, both as amended, with respect to our expectations for future periods. Forward-looking statements do not discuss historical fact, but instead include statements related to expectations, projections, intentions, or other items relating to the future; forward-looking statements are not guarantees of future performance, results, or events. Although we believe the expectations reflected in our forward-looking statements are based upon reasonable assumptions, we can give no assurance our expectations will be achieved. Any statements contained herein which are not statements of historical fact should be deemed forward-looking statements. Reliance should not be placed on these forward-looking statements as these statements are subject to known and unknown risks, uncertainties, and other factors beyond our control and could differ materially from our actual results and performance.

~~For a discussion of risks and actions taken in response to the coronavirus pandemic, see “~~The ongoing COVID-19 pandemic and measures intended to prevent its spread and the impact has and continues to have a material adverse effect on our business, results of operations, cash flows, and financial condition~~” under Item 1A, “Risk Factors.”~~ Factors which may cause our actual results or performance to differ materially ~~or be further amplified by the coronavirus pandemic (COVID-19)~~ from those contemplated by forward-looking statements include, but are not limited to, the following:

•The ongoing COVID-19 pandemic and measures intended to prevent its spread and the impact has and continues to have a material adverse effect on our business, results of operations, cash flows, and financial condition;

•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 could 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~~could be negatively impacted by the risks associated with land holdings and related activities;

•The ongoing pandemic and measures intended to prevent its spread and impact have and could continue to have a material adverse effect on our business, results of operations, cash flows, and financial condition;

•Development, redevelopment and construction risks could impact our profitability;

•~~Investments~~We could be impacted by our investments through joint ventures and investment funds which 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;

•Changes in rent control or rent stabilization laws and regulations could adversely affect our operations and property value;

•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;~~

•~~The implementation of future enhancements to our new enterprise resource planning 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 maintain our current credit ratings could adversely affect our cost of funds, related margins, liquidity, and access to capital markets;

•We may be adversely affected by changes in LIBOR reporting practices or the method in which LIBOR is determined;

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

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•~~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.~~considerations;

•Competition could adversely affect our ability to acquire properties;

•Litigation risks could affect our business;

•Damage from catastrophic weather and other natural events could result in losses; and

•We could be adversely impacted due to our share price fluctuations.

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These forward-looking statements represent our estimates and assumptions as of the date of this report, and we assume no obligation to update or supplement forward-looking statements because of subsequent events.

Executive Summary

Camden Property Trust and all consolidated subsidiaries are primarily engaged in the ownership, management, development, redevelopment, acquisition, and construction of multifamily apartment communities. We focus on investing in markets characterized by high-growth economic conditions, strong employment, and attractive quality of life which we believe leads to higher demand for our apartments and retention of our residents. As of September 30, ~~2020,~~2021, we owned interests in, operated, or were developing ~~174~~178 multifamily properties comprised of ~~59,104~~60,587 apartment homes across the United States. In addition, we own other land holdings which we may develop into multifamily apartment communities in the future.

~~Impact of the Coronavirus Pandemic (COVID-19) on our~~ Business Environment and Current Outlook

~~COVID-19 has currently resulted in~~As a widespread health crisis, which has adversely affected international, national, and local economies and financial markets generally, and has had an unprecedented effect on many industries including the multifamily industry. The discussions below, including without limitation statements with respect to outlooks of future operating performance and liquidity, are subject to the future effects of COVID-19 and the responses to curb its spread, which continue to evolve daily. Accordingly, the full magnituderesult of the pandemic, ~~and its ultimate effect on our results of operations, cash flows, financial condition, and liquidity for~~we believe the ~~year ending December 31, 2020, as well as for future years, is uncertain at this time.~~

~~Additionally, our property revenues and expenses~~multifamily industry market conditions in which we operate have been ~~and will likely~~challenging but continue to ~~be impacted by COVID-19. For~~show signs of improvement. During the three months ended September 30, ~~2020,~~2021, our results reflect an increase in same store revenues of approximately 5.1% as compared to the same period in 2020. The increase was primarily due to higher average rental rates and increased occupancy which we ~~collected approximately 99.4%~~believe was primarily attributable to improving job growth, favorable demographics with a higher propensity to rent versus buy, higher demand for multifamily housing in our markets, and a manageable supply of new multifamily housing.

We currently believe U.S. economic and employment growth are likely to continue during 2021 and the supply of multifamily homes will remain at manageable levels. If economic conditions were to worsen, our scheduled rents, none of our scheduled rents entered into a current deferred rent arrangement, and approximately 0.6% of our scheduled rents were delinquent. As of October 27, 2020, our October collections are approximately 98.1% of scheduled rents, none of our scheduled rents entered into a current deferred rent arrangement, and approximately 1.9% are delinquent.operating results could be adversely affected.

Consolidated Results

Net income attributable to common shareholders ~~decreased approximately $8.6~~was $29.5 million and ~~$29.9~~$35.0 million ~~for the three and nine months ended September 30, 2020, respectively, as compared to the same periods in 2019.~~

During the three months ended September 30, 2020, we incurred approximately $0.4 million of directly-related COVID-19 expenses at our operating properties. During the nine months ended September 30, 2020, we incurred a COVID-19 related impact of approximately $14.8 million. The amounts during the nine months ended September 30, 2020, were comprised of $9.5 million related to the Resident Relief Funds which were established in April 2020. Of this amount, approximately $9.1 million was paid to residents at our wholly-owned communities and approximately $1.3 million of Resident Relief Funds paid to residents of the operating communities owned by our unconsolidated joint ventures, of which we recognized our ownership interest of $0.4 million in equity in income of joint ventures. Additionally, we incurred approximately $4.5 million of COVID-19 expenses at our operating properties, which included $2.8 million of bonuses paid to on-site employees who have provided essential services during the pandemic and $1.7 million in other directly-related COVID-19 expenses. During the nine months ended September 30, 2020, we also incurred approximately $0.8 million related to the Employee Relief Fund we established to help our employees impacted by COVID-19, which was recorded within general and administrative expenses.

In addition to the COVID-19 related expenses discussed above, the decrease during the three months ended September 30, 2020 was also due to higher depreciation expense of $4.8 million, higher interest expense of approximately $3.5 million, and a decrease of approximately $1.7 million in property operations, as compared to the same period in 2019. These decreases for the three months ended September 30, 2021 and 2020, ~~were partially offset by a $0.7~~respectively, and $91.0 and $94.7 million increase in net fee and asset management income, an approximate $0.5 million increase in interest and other income, and a decrease of approximately $0.7 million of general and administrative expenses, as compared to the same period in 2019.

In addition to the COVID-19 related expenses discussed above, the decrease during the nine months ended September 30, 2020 was also due to higher depreciation expense of approximately $24.5 million and higher interest expense of approximately $6.9 million, as compared to the same period in 2019.~~These decreases~~ for the nine months ended September 30, 2021 and 2020, ~~were partially offset by approximately $12.0~~respectively.

The $5.5 million ~~of increases in property operations, an approximate $2.9~~and $3.7 million ~~increase in net~~

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fee and asset management income, a $0.5 million increase in interest and other income, a $0.4 million decrease in general and administrative expenses, and approximately $0.4 million gain on sale of land as compared to the same period in 2019.

~~Property Operations~~

Our results for the three and nine months ended September 30, 2020 reflect an increase in same store revenues of 0.8% and 1.5%, respectively, as compared to the same periods in 2019. The increase for the three and nine months ended September 30, 2020 was primarily due to higher average rental rates, which we believe was primarily attributable to our focus on high-growth markets, favorable demographics, a manageable supply of new multifamily housing, and in part to more individuals choosing to rent versus buy as evidenced by the continued low level homeownership rate. The increasedecreases during the three and nine months ended September 30, 2021 as compared to the prior periods in 2020 were primarily due to higher depreciation expense related to the acquisition of three operating properties in June 2021 and August 2021. The decreases were also due to higher general and administration expenses and increases in property management, interest and fee and asset management expenses. These decreases were partially offset by increases in property operations due to the growth attributable to our same store, non-same store which includes three acquisitions discussed below, and development and lease-up communities, and increases in asset management income and equity in earnings. The decrease for the nine months ended September 30, 2021, was also partially offset by the $13.6 million Pandemic Related impact incurred in 2020. See further discussion of ~~COVID-19.~~our 2021 operations as compared to 2020 in "Results of Operations," below.

Challenges within the multifamily industry have surfaced due to COVID-19. Factors adversely affecting demand for and rents received from our multifamily communities have since become more intense and pervasive across the United States. Overall weak consumer confidence, high unemployment, fears of a prolonged recession, and government-imposed moratoriums on our ability to collect rents or evict non-paying tenants, among other factors, have also persisted through the date of this filing. Based on our belief these conditions may become more pervasive and may not improve quickly, we could have a decline in property revenues during the remainder of fiscal year 2020.

Construction Activity

At September 30, ~~2020,~~2021, we had a total of ~~nine projects~~six properties under construction ~~to be comprised of 2,721~~comprising 1,905 apartment ~~homes, including one development project to be comprised of 234 apartment homes owned by one of our discretionary investment funds (the "Funds") in which we have a 31.3% ownership interest.~~homes. Initial occupancies of these ~~nine projects~~six properties are currently scheduled to occur within the next 2721 months. ~~Excluding the project owned by one~~As of ~~the Funds,~~September 30, 2021, we estimate the total additional cost to complete the construction of the ~~eight consolidated projects~~six properties is approximately ~~$383.7~~$242.4 million.

Acquisitions

Operating properties: In August 2021, we acquired one operating property comprised of 368 apartment homes located in St. Petersburg, Florida for approximately $176.3 million. In June 2021, we acquired one operating property comprised of 328 apartment homes located in Franklin, Tennessee for approximately $105.3 million and one operating property comprised of 430 apartment homes located in Nashville, Tennessee for approximately $186.3 million. In October 2021, we acquired one operating property comprised of 558 apartment homes located in Dallas, Texas for approximately $165.5 million.

Land: In June 2021, we acquired approximately 14.6 acres of land in The ~~locations~~Woodlands, Texas for approximately $9.3 million and approximately 0.2 acres of ~~these projects may currently or~~land in ~~the~~St. Petersburg, Florida for approximately $2.1 million for future ~~be subject to “shelter~~development purposes. In October 2021, we acquired approximately 5.2 acres of land in ~~place,” “stay at home,” or other similar orders adopted by state and local authorities in response to COVID-19. Some~~Denver, Colorado for approximately $24.0 million for future development purposes.

Table of these orders may adversely affect the timely completion and final project costs of some or all of our projects under development if, for example, we are required to temporarily cease construction, experience delays in obtaining governmental permits and authorizations, or experience disruption in the supply of materials or labor.Contents

Other

In ~~April 2020,~~2021, we issued ~~$750.0~~approximately 4.4 million ~~of 2.80%, senior unsecured notes due May 2030 at an effective annual interest rate of 2.91%~~common shares under our ~~then-existing shelf registration statement.~~

In May 2020, Camden's Chairman and CEO, and Executive Vice Chairman, each agreed to voluntarily reduce the amount of their respective annual bonus (cash or shares) which may be awarded in the future by $500,000. The aggregate $1.0 million compensation reduction served as a contribution to the Resident Relief Funds and to the Employee Relief Fund.

~~In June 2020, we created an at-the market~~at-the-market ("ATM") ~~share offering program through which we can, but have no obligation to, sell common shares~~programs and ~~we may also enter into separate forward sale agreements with forward purchasers for an aggregate offering price of up to $362.7~~received approximately $579.5 million ~~(the "2020 ATM program").~~

~~In October 2020, we entered into a $40.0 million two-year unsecured floating rate term loan with an unrelated third party and used the~~in net ~~proceeds, together with cash on hand, to repay our $100.0 million unsecured term loan which was scheduled to mature in 2022.~~proceeds.

Future Outlook

Subject to market conditions, ~~as described above,~~ we intend to continue to seek opportunities to develop new communities and to redevelop, reposition, and acquire existing communities. We also intend to evaluate our operating property and land development portfolio and plan to continue our practice of selective dispositions as market conditions warrant and opportunities arise. We expect to maintain a strong balance sheet and preserve our financial flexibility by continuing to focus on our core fundamentals which we believe are generating positive cash flows from operations, maintaining appropriate debt levels and leverage ratios, and controlling overhead costs. We intend to meet our near-term liquidity requirements through a combination of one or more of the following: cash and cash equivalents, cash flows generated from operations, draws on our unsecured credit facility, the use of debt and equity offerings under our automatic shelf registration statement, proceeds from property dispositions, equity issued from ~~our~~the 2021 ATM program, and other unsecured borrowings or secured mortgages.

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As of September 30, ~~2020,~~2021, we had approximately ~~$589.6~~$428.2 million in cash and cash equivalents and ~~$889.8~~$885.2 million available under our $900 million unsecured credit facilities. As of September 30, ~~2020~~2021 and through the date of this filing, we also had common shares having an aggregate offering price of up to ~~$362.7~~$278.2 million remaining available for sale under our ~~2020~~2021 ATM program. ~~As discussed above, subsequent to quarter-end, we repaid $100.0~~We have no scheduled debt due for the remainder of 2021 and believe scheduled repayments of debt in 2022 are manageable at approximately $386.3 million ~~term loan~~which represents approximately 12.2% of our total outstanding debt, and ~~do not have any~~includes amortization of debt ~~maturing through the year ending 2021.~~discounts and debt issuance costs. Additionally, as of September 30, ~~2020~~2021 and through the date of this filing, 100% of our consolidated properties were unencumbered. We believe we are well-positioned with a strong balance sheet and sufficient liquidity to fund new development, repositions, redevelopment, and other capital requirements. We will, however, continue to assess and take further actions we believe are prudent to meet our objectives and capital requirements.

Property Portfolio

Our multifamily property portfolio is summarized as follows:


		September 30, 2020		December 31, 2019			September 30, 2021		December 31, 2020
		Apartment Homes	Properties	Apartment Homes	Properties		Apartment Homes	Properties	Apartment Homes	Properties
Operating Properties	Operating Properties					Operating Properties
Houston, Texas	Houston, Texas	9,572	27	9,301	26	Houston, Texas	9,806	28	9,806	28
Washington, D.C. Metro	Washington, D.C. Metro	6,862	19	6,862	19	Washington, D.C. Metro	6,863	19	6,862	19
Dallas, Texas	Dallas, Texas	5,666	14	5,666	14	Dallas, Texas	5,666	14	5,666	14
Atlanta, Georgia	Atlanta, Georgia	4,496	14	4,496	14	Atlanta, Georgia	4,496	14	4,496	14
Phoenix, Arizona	Phoenix, Arizona	3,686	12	3,686	12	Phoenix, Arizona	4,029	13	3,686	12
Austin, Texas	Austin, Texas	3,686	11	3,686	11	Austin, Texas	3,686	11	3,686	11
Orlando, Florida	Orlando, Florida	3,594	10	3,594	10	Orlando, Florida	3,954	11	3,594	10
Raleigh, North Carolina	Raleigh, North Carolina	3,240	9	3,240	9	Raleigh, North Carolina	3,242	9	3,240	9
Charlotte, North Carolina	Charlotte, North Carolina	3,104	14	3,104	14	Charlotte, North Carolina	3,104	14	3,104	14
Tampa, Florida						Tampa, Florida	3,104	8	2,736	7
Denver, Colorado						Denver, Colorado	2,865	9	2,865	9
Southeast Florida	Southeast Florida	2,781	8	2,781	8	Southeast Florida	2,781	8	2,781	8
Tampa, Florida		2,736	7	2,736	7
Los Angeles/Orange County, California	Los Angeles/Orange County, California	2,663	7	2,658	7	Los Angeles/Orange County, California	2,663	7	2,663	7
Denver, Colorado		2,632	8	2,632	8
San Diego/Inland Empire, California	San Diego/Inland Empire, California	1,665	5	1,665	5	San Diego/Inland Empire, California	1,665	5	1,665	5

Nashville, Tennessee						Nashville, Tennessee	758	2	—	—
Total Operating Properties	Total Operating Properties	56,383	165	56,107	164	Total Operating Properties	58,682	172	56,850	167
Properties Under Construction
Phoenix, Arizona		740	2	343	1
Charlotte, North Carolina		387	1	—	—
Atlanta, Georgia		366	1	366	1
Orlando, Florida		360	1	360	1
Houston, Texas		234	1	505	2
Southeast Florida		269	1	269	1
Denver, Colorado		233	1	233	1
San Diego/Inland Empire, California		132	1	132	1

Total Properties Under Construction		2,721	9	2,208	8
Total Properties		59,104	174	58,315	172

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		September 30, 2020		December 31, 2019			September 30, 2021		December 31, 2020
		Apartment Homes	Properties	Apartment Homes	Properties		Apartment Homes	Properties	Apartment Homes	Properties
Properties Under Construction						Properties Under Construction
Phoenix, Arizona						Phoenix, Arizona	397	1	740	2
Charlotte, North Carolina						Charlotte, North Carolina	387	1	387	1
Atlanta, Georgia						Atlanta, Georgia	366	1	366	1
Raleigh, North Carolina						Raleigh, North Carolina	354	1	—	—
Southeast Florida						Southeast Florida	269	1	269	1
San Diego/Inland Empire, California						San Diego/Inland Empire, California	132	1	132	1
Orlando, Florida						Orlando, Florida	—	—	360	1

Total Properties Under Construction						Total Properties Under Construction	1,905	6	2,254	7
Total Properties						Total Properties	60,587	178	59,104	174
Less: Unconsolidated Joint Venture Properties (1)	Less: Unconsolidated Joint Venture Properties (1)					Less: Unconsolidated Joint Venture Properties (1)
Houston, Texas (2)		2,756	9	2,756	9
Houston, Texas						Houston, Texas	2,756	9	2,756	9
Austin, Texas	Austin, Texas	1,360	4	1,360	4	Austin, Texas	1,360	4	1,360	4
Dallas, Texas	Dallas, Texas	1,250	3	1,250	3	Dallas, Texas	1,250	3	1,250	3
Tampa, Florida	Tampa, Florida	450	1	450	1	Tampa, Florida	450	1	450	1
Raleigh, North Carolina	Raleigh, North Carolina	350	1	350	1	Raleigh, North Carolina	350	1	350	1
Orlando, Florida	Orlando, Florida	300	1	300	1	Orlando, Florida	300	1	300	1
Washington, D.C. Metro	Washington, D.C. Metro	281	1	281	1	Washington, D.C. Metro	281	1	281	1
Charlotte, North Carolina	Charlotte, North Carolina	266	1	266	1	Charlotte, North Carolina	266	1	266	1
Atlanta, Georgia	Atlanta, Georgia	234	1	234	1	Atlanta, Georgia	234	1	234	1

Total Unconsolidated Joint Venture Properties	Total Unconsolidated Joint Venture Properties	7,247	22	7,247	22	Total Unconsolidated Joint Venture Properties	7,247	22	7,247	22
Total Properties Fully Consolidated	Total Properties Fully Consolidated	51,857	152	51,068	150	Total Properties Fully Consolidated	53,340	156	51,857	152

(1)Refer to Note 6, "Investments in Joint Ventures," in the notes to Condensed Consolidated Financial Statements for further discussion of our joint venture investments.

~~(2)Includes a property under development owned by one of the Funds. See communities under construction below for details.~~

Stabilized Communities

We generally consider a property stabilized ~~once~~when it ~~reaches~~has reached 90% occupancy. During the three months ended September 30, ~~2020,~~2021, stabilization was achieved at one consolidated operating property as follows:

($ in millions)
Property and Location

Number of
Apartment
Homes

Date of
Construction
Completion

Date of
Stabilization

Consolidated Operating Property

Camden ~~North End~~Downtown I

~~Phoenix, AZ~~Houston, TX

~~441~~

~~1Q19~~271

3Q20

3Q21

Completed Construction in Lease-Up

At September 30, ~~2020, we had one consolidated~~2021, there were two completed operating ~~property~~properties in lease-up as follows:

($ in millions)
Property and Location
Number of
Apartment
Homes
Cost
Incurred (1)
% Leased at 10/27/2020 Date of
Construction
Completion Estimated
Date of
Stabilization
Camden Downtown I
Houston, TX 271 $ 131.2 39 % 3Q20 4Q21


($ in millions) Property and Location	Number of Apartment Homes	Cost Incurred (1)		% Leased at 10/24/2021		Date of Construction Completion	Estimated Date of Stabilization

Camden North End II (2)
Phoenix, AZ	343	$	79.0	96	%	3Q21	4Q21
Camden Lake Eola
Orlando, FL	360	124.7		82	%	3Q21	2Q22
Total	703	$	203.7

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(1)Excludes leasing costs, which are expensed as incurred.

(2)Stabilization has been achieved at this property subsequent to quarter-end.

Properties Under Development

Our condensed consolidated balance sheet at September 30, ~~2020 included~~2021 includes approximately ~~$522.7~~$428.6 million related to properties under development and land. Of this amount, approximately ~~$433.5~~$316.6 million related to our ~~projects~~properties currently under construction. In addition, we had approximately ~~$89.2~~$112.0 million invested primarily in land held for future development related to projects we currently expect to begin construction.

~~Communities~~Properties Under Construction. At September 30, ~~2020,~~2021, we had ~~eight consolidated~~six properties ~~and one unconsolidated property held by one of the Funds,~~ in various stages of construction as follows:

~~Table of Contents~~


($ in millions) Property and Location ~~(1)~~	($ in millions) Property and Location ~~(1)~~	Number of Apartment Homes	Estimated Cost		Cost Incurred		Included in Properties Under Development		Estimated Date of Construction Completion	Estimated Date of Stabilization	($ in millions) Property and Location ~~(1)~~	Number of Apartment Homes	Estimated Cost		Cost Incurred		Included in Properties Under Development		Estimated Date of Construction Completion	Estimated Date of Stabilization
Consolidated Communities Under Construction
Camden RiNo (2)
Denver, CO		233	$	79.0	$	78.3	$	26.5	4Q20	2Q21
Camden North End II (3)
Phoenix, AZ		343	90.0		63.9		63.9		1Q22	3Q22
Camden Lake Eola
Orlando, FL		360	125.0		112.2		112.2		2Q21	2Q22
Camden Buckhead
Properties Under Construction											Properties Under Construction
Camden Buckhead (1)											Camden Buckhead (1)
Atlanta, GA	Atlanta, GA	366	160.0		99.4		99.4		1Q22	3Q22	Atlanta, GA	366	$	160.0	$	150.2	$	68.0	1Q22	3Q22
Camden Hillcrest
Camden Hillcrest (2)											Camden Hillcrest (2)
San Diego, CA	San Diego, CA	132	95.0		55.8		55.8		4Q21	3Q22	San Diego, CA	132	95.0		86.4		32.6		4Q21	3Q22
Camden Atlantic	Camden Atlantic										Camden Atlantic
Plantation, FL	Plantation, FL	269	100.0		30.6		30.6		4Q22	4Q23	Plantation, FL	269	100.0		72.4		72.4		4Q22	4Q23
Camden Tempe II	Camden Tempe II										Camden Tempe II
Tempe, AZ	Tempe, AZ	397	115.0		26.2		26.2		3Q23	1Q25	Tempe, AZ	397	115.0		49.0		49.0		3Q23	1Q25
Camden NoDa	Camden NoDa										Camden NoDa
Charlotte, NC	Charlotte, NC	387	105.0		18.9		18.9		3Q23	1Q25	Charlotte, NC	387	105.0		52.2		52.2		3Q23	1Q25
Camden Durham											Camden Durham
Durham, NC											Durham, NC	354	120.0		42.4		42.4		4Q23	1Q25
Total	Total	2,487	$	869.0	$	485.3	$	433.5			Total	1,905	$	695.0	$	452.6	$	316.6

(1)~~The locations of these projects may currently or~~Property in ~~the future be subject to “shelter in place,” “stay~~lease-up and was 52% leased at home,” or similar orders adopted by state and local authorities in response to COVID-19. Some of these orders may adversely affect the timely completion and final project costs of some or all of our projects under development if, for example, we are required to temporarily cease construction, experience delays in obtaining governmental permits and authorizations, or experience disruption in the supply of materials or labor.October 24, 2021.

(2)Property in lease-up and was ~~40%~~32% leased at October ~~27, 2020.~~

~~(3)Property in lease-up and was 1% leased at October 27, 2020.~~

Unconsolidated Community Under Construction
Camden Cypress Creek II (1)
Cypress, TX 234 $ 38.0 $ 31.8 $ 14.6 4Q20 4Q21

~~(1)Property owned through an unconsolidated joint venture in which we own a 31.3% interest. This property is in lease-up and was 33% leased as of October 27, 2020.~~24, 2021.

Development Pipeline Communities. At September 30, ~~2020,~~2021, we had the following ~~consolidated~~ multifamily communities undergoing development activities:


($ in millions) Property and Location	($ in millions) Property and Location	Projected Homes	Total Estimated Cost (1)		Cost to Date		($ in millions) Property and Location	Projected Homes	Total Estimated Cost (1)		Cost to Date
Camden Village District							Camden Village District
Raleigh, NC							Raleigh, NC	355	$	115.0	$	23.4
Camden Woodmill Creek							Camden Woodmill Creek
The Woodlands, TX							The Woodlands, TX	188	60.0		9.9
Camden Arts District	Camden Arts District						Camden Arts District
Los Angeles, CA	Los Angeles, CA	354	$	150.0	$	32.0	Los Angeles, CA	354	150.0		36.5
Camden Pier District II							Camden Pier District II
St. Petersburg, FL							St. Petersburg, FL	95	50.0		3.0
Camden Paces III	Camden Paces III						Camden Paces III
Atlanta, GA	Atlanta, GA	350	100.0		16.6		Atlanta, GA	350	100.0		17.7
Camden Downtown II	Camden Downtown II						Camden Downtown II
Houston, TX	Houston, TX	271	145.0		11.9		Houston, TX	271	145.0		12.6
Camden Cameron Village
Raleigh, NC		355	115.0		20.3
Camden Highland Village II	Camden Highland Village II						Camden Highland Village II
Houston, TX	Houston, TX	300	100.0		8.4		Houston, TX	300	100.0		8.9

Total	Total	1,630	$	610.0	$	89.2	Total	1,913	$	720.0	$	112.0

(1)Represents our estimate of total costs we expect to incur on these projects. However, forward-looking estimates 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 forecast, and estimates routinely require adjustment. In addition, the locations of these projects may currently or in the future be subject to “shelter in place,” “stay at home,” or similar orders adopted by state and local authorities in response to COVID-19. Some of these orders may adversely affect the timely completion and final project costs of some or all of our projects under development if, for example, we are required to temporarily cease construction, experience delays in obtaining governmental permits and authorizations, or experience disruption in the supply of materials or labor.

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Results of Operations

Changes in revenues and expenses related to our operating properties from period to period are due primarily to the performance of stabilized properties in the portfolio, the lease-up of newly constructed properties, acquisitions, and dispositions. Selected weighted averages for the three and nine months ended September 30, ~~2020~~2021 and ~~2019~~2020 are as follows:


		Three Months Ended September 30,						Nine Months Ended September 30,							Three Months Ended September 30,						Nine Months Ended September 30,
		2020			2019			2020			2019				2021			2020			2021			2020
Average monthly property revenue per apartment home (1)	Average monthly property revenue per apartment home (1)	$	1,802		$	1,781		$	1,771		$	1,755		Average monthly property revenue per apartment home (1)	$	1,922		$	1,802		$	1,855		$	1,771
Annualized total property expenses per apartment home (2)	Annualized total property expenses per apartment home (2)	$	8,223		$	7,694		$	8,010		$	7,595		Annualized total property expenses per apartment home (2)	$	8,631		$	8,223		$	8,339		$	8,010
Weighted average number of operating apartment homes owned 100%	Weighted average number of operating apartment homes owned 100%	49,158			48,801			49,081			48,441			Weighted average number of operating apartment homes owned 100%	51,011			49,158			50,202			49,081
Weighted average occupancy of operating apartment homes owned 100%	Weighted average occupancy of operating apartment homes owned 100%	95.3		%	96.2		%	95.3		%	96.0		%	Weighted average occupancy of operating apartment homes owned 100%	97.7		%	95.3		%	97.1		%	95.3		%

(1)~~Average monthly property revenue per apartment home for the nine months ended September 30, 2020, includes~~Includes approximately $9.1 million of Resident Relief Funds paid to residents at our wholly-owned communities who ~~have~~ experienced financial losses caused by ~~COVID-19~~the pandemic and was recorded as a reduction to property ~~revenues.~~revenues during the nine months ended September 30, 2020.

(2)~~Annualized total property expenses per apartment home includes~~Includes approximately $0.4 million and $4.5 million of directly-related ~~COVID-19~~pandemic expenses ~~incurred~~ at our operating ~~properties for~~communities during the three and nine months ended September 30, 2020, respectively.

Management considers property net operating income ("NOI") to be an appropriate supplemental measure of operating performance to net income because it reflects the operating performance of our communities without an allocation of corporate level property management overhead or general and administrative costs. We define NOI as property revenue less property operating and maintenance expenses less real estate taxes. NOI is further detailed in the Property-Level NOI table as seen below. NOI is not defined by accounting principles generally accepted in the United States of America ("GAAP") and should not be considered an alternative to net income as an indication of our operating performance. Additionally, NOI as disclosed by other REITs may not be comparable to our calculation.

Reconciliations of net income to NOI for the three and nine months ended September 30, ~~2020~~2021 and ~~2019~~2020 are as follows:


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	(in thousands)	2020		2019		2020		2019		(in thousands)	2021		2020		2021		2020
Net income	Net income	$	36,220	$	44,782	$	98,198	$	128,045	Net income	$	30,605	$	36,220	$	94,517	$	98,198
Less: Fee and asset management income	Less: Fee and asset management income	(2,542)		(2,139)		(7,449)		(5,849)		Less: Fee and asset management income	(3,248)		(2,542)		(7,717)		(7,449)
Less: Interest and other income	Less: Interest and other income	(1,948)		(1,485)		(2,602)		(2,114)		Less: Interest and other income	(443)		(1,948)		(1,032)		(2,602)
Less: Income on deferred compensation plans		(5,071)		(780)		(1,646)		(14,992)
Less: (Income)/loss on deferred compensation plans										Less: (Income)/loss on deferred compensation plans	843		(5,071)		(9,183)		(1,646)
Plus: Property management expense	Plus: Property management expense	5,894		6,154		18,360		18,904		Plus: Property management expense	6,640		5,894		19,200		18,360
Plus: Fee and asset management expense	Plus: Fee and asset management expense	1,018		1,316		2,681		4,022		Plus: Fee and asset management expense	1,159		1,018		3,310		2,681
Plus: General and administrative expense	Plus: General and administrative expense	12,726		13,458		40,350		40,027		Plus: General and administrative expense	14,960		12,726		44,428		40,350
Plus: Interest expense	Plus: Interest expense	24,265		20,719		67,454		60,538		Plus: Interest expense	24,987		24,265		72,715		67,454
Plus: Depreciation and amortization expense	Plus: Depreciation and amortization expense	90,575		85,814		275,237		250,734		Plus: Depreciation and amortization expense	111,462		90,575		304,189		275,237
Plus: Expense on deferred compensation plans		5,071		780		1,646		14,992
Plus: Expense/(benefit) on deferred compensation plans										Plus: Expense/(benefit) on deferred compensation plans	(843)		5,071		9,183		1,646

Less: Gain on sale of land	Less: Gain on sale of land	—		—		(382)		—		Less: Gain on sale of land	—		—		—		(382)

Less: Equity in income of joint ventures	Less: Equity in income of joint ventures	(2,154)		(2,133)		(5,909)		(5,954)		Less: Equity in income of joint ventures	(2,540)		(2,154)		(6,652)		(5,909)
Plus: Income tax expense	Plus: Income tax expense	615		313		1,476		709		Plus: Income tax expense	480		615		1,292		1,476

Net operating income	Net operating income	$	164,669	$	166,799	$	487,414	$	489,062	Net operating income	$	184,062	$	164,669	$	524,250	$	487,414

Property-Level NOI (1)

Property NOI, as reconciled above, is detailed further into the following categories for the three and nine months ended September 30, ~~2020~~2021 as compared to the same periods in ~~2019:~~2020:

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($ in thousands)	($ in thousands)	Apartment Homes at	Three Months Ended September 30,				Change				Nine Months Ended September 30,				Change				($ in thousands)	Apartment Homes at	Three Months Ended September 30,				Change				Nine Months Ended September 30,				Change
		9/30/2020	2020		2019		$		%		2020		2019		$		%			9/30/2021	2021		2020		$		%		2021		2020		$		%
Property revenues:	Property revenues:																		Property revenues:
Same store communities	Same store communities	43,710	$	230,257	$	228,389	$	1,868	0.8	%	$	685,548	$	675,407	$	10,141	1.5	%	Same store communities	45,200	$	251,781	$	239,464	$	12,317	5.1	%	$	733,785	$	712,885	$	20,900	2.9	%
Non-same store communities	Non-same store communities	5,389	33,224		27,704		5,520		19.9		99,400		75,948		23,452		30.9		Non-same store communities	5,532	35,670		24,632		11,038		44.8		91,649		73,058		18,591		25.4
Development and lease-up communities	Development and lease-up communities	2,758	615		—		615		*		996		—		996		*		Development and lease-up communities	2,608	4,506		—		4,506		*		6,934		—		6,934		*
Resident Relief Funds	Resident Relief Funds	—	—		—		—		—		(9,074)		—		(9,074)		*		Resident Relief Funds	—	—		—		—		—		—		(9,074)		9,074		*
Dispositions/other		—	1,625		4,579		(2,954)		(64.5)		5,413		13,645		(8,232)		(60.3)
Other																			Other	—	2,173		1,625		548		33.7		5,853		5,414		439		8.1
Total property revenues	Total property revenues	51,857	$	265,721	$	260,672	$	5,049	1.9	%	$	782,283	$	765,000	$	17,283	2.3	%	Total property revenues	53,340	$	294,130	$	265,721	$	28,409	10.7	%	$	838,221	$	782,283	$	55,938	7.2	%

Property expenses:	Property expenses:																		Property expenses:
Same store communities	Same store communities	43,710	$	85,520	$	81,703	$	3,817	4.7	%	$	247,870	$	242,170	$	5,700	2.4	%	Same store communities	45,200	$	93,472	$	89,238	$	4,234	4.7	%	$	272,435	$	258,470	$	13,965	5.4	%
Non-same store communities	Non-same store communities	5,389	13,152		10,291		2,861		27.8		38,121		28,360		9,761		34.4		Non-same store communities	5,532	13,949		10,400		3,549		34.1		36,099		29,256		6,843		23.4
Development and lease-up communities	Development and lease-up communities	2,758	969		11		958		*		1,735		13		1,722		*		Development and lease-up communities	2,608	1,712		2		1,710		*		2,489		5		2,484		*
COVID-19 expenses		—	444		—		444		*		4,540		—		4,540		*
Dispositions/other		—	967		1,868		(901)		(48.2)		2,603		5,395		(2,792)		(51.8)
Pandemic expenses																			Pandemic expenses	—	—		444		(444)		*		—		4,540		(4,540)		*
Other																			Other	—	935		968		(33)		(3.4)		2,948		2,598		350		13.5
Total property expenses	Total property expenses	51,857	$	101,052	$	93,873	$	7,179	7.6	%	$	294,869	$	275,938	$	18,931	6.9	%	Total property expenses	53,340	$	110,068	$	101,052	$	9,016	8.9	%	$	313,971	$	294,869	$	19,102	6.5	%

Property NOI:	Property NOI:																		Property NOI:
Same store communities	Same store communities	43,710	$	144,737	$	146,686	$	(1,949)	(1.3)	%	$	437,678	$	433,237	$	4,441	1.0	%	Same store communities	45,200	$	158,309	$	150,226	$	8,083	5.4	%	$	461,350	$	454,415	$	6,935	1.5	%
Non-same store communities	Non-same store communities	5,389	20,072		17,413		2,659		15.3		61,279		47,588		13,691		28.8		Non-same store communities	5,532	21,721		14,232		7,489		52.6		55,550		43,802		11,748		26.8
Development and lease-up communities	Development and lease-up communities	2,758	(354)		(11)		(343)		*		(739)		(13)		(726)		*		Development and lease-up communities	2,608	2,794		(2)		2,796		*		4,445		(5)		4,450		*
COVID-19 Related Impact		—	(444)		—		(444)		*		(13,614)		—		(13,614)		*
Dispositions/other		—	658		2,711		(2,053)		(75.7)		2,810		8,250		(5,440)		(65.9)
Pandemic Related Impact																			Pandemic Related Impact	—	—		(444)		444		*		—		(13,614)		13,614		*
Other																			Other	—	1,238		657		581		88.4		2,905		2,816		89		3.2
Total property NOI	Total property NOI	51,857	$	164,669	$	166,799	$	(2,130)	(1.3)	%	$	487,414	$	489,062	$	(1,648)	(0.3)	%	Total property NOI	53,340	$	184,062	$	164,669	$	19,393	11.8	%	$	524,250	$	487,414	$	36,836	7.6	%

* Not a meaningful percentage.

(1) Same store communities are communities we owned and were stabilized since January 1, ~~2019,~~2020, excluding communities under redevelopment and properties held for sale. Non-same store communities are stabilized communities not owned or stabilized since January 1, ~~2019,~~2020, including communities under redevelopment and excluding properties held for sale. We define communities under redevelopment as communities with capital expenditures ~~that~~which 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, ~~2019,~~2020, excluding properties held for sale. ~~COVID-19~~Pandemic Related Impact relates to the Resident Relief Funds which were established for our residents experiencing financial losses caused by ~~COVID-19~~the pandemic and includes the amount we paid to residents at our wholly-owned communities as an adjustment to property revenues. The ~~COVID-19~~Pandemic Related Impact also includes direct related expenses incurred at our operating properties as a result of the pandemic. ~~Dispositions/other~~Other includes ~~those communities disposed of or held for sale which are not classified as discontinued operations, and~~results from non-multifamily rental properties, expenses related to land holdings not under active development, and other miscellaneous revenues and expenses.

Same Store Analysis

Same store property NOI ~~decreased~~increased approximately ~~$1.9~~$8.1 million for the three months ended September 30, ~~2020~~2021 and increased approximately ~~$4.4~~$6.9 million for the nine months ended September 30, ~~2020,~~2021, as compared to the same periods in ~~2019.~~2020.

The ~~$1.9~~$8.1 million ~~decrease~~increase in same store property NOI for the three months ended September 30, ~~2020~~2021 was primarily due to an increase of approximately $12.3 million in same store property revenues which was partially offset by an increase in property expenses of approximately ~~$3.8~~$4.2 million, ~~which was partially offset by an increase of approximately $1.9 million in same store property revenues,~~ as compared to the same period in ~~2019.~~2020.

The ~~$3.8~~$12.3 million increase in same store property revenues during the three months ended September 30, 2021, as compared to the same period in 2020, was primarily due to a $10.2 million increase in rental revenues comprised of a 3.3% increase in average rental rates, higher occupancy, and higher other rental income, partially offset by lower reletting fees, net of uncollectible revenue. The increase was also due to an increase of approximately $1.3 million in income from our bulk internet and other utility rebilling programs and an increase of approximately $0.8 million related to fees and other income.

Table of Contents

The $4.2 million increase in same store property expenses during the three months ended September 30, ~~2020,~~2021, as compared to the same period in ~~2019,~~2020, was primarily due to higher property insurance expense of approximately $2.1 million due to higher claims incurred at our communities, higher real estate taxes of approximately $0.9 million as a result of increased property valuations at a number of our communities and lower property tax refunds, higher repair and maintenance and utility expenses of approximately $0.9 million, and higher general and administrative and other property expenses of approximately $0.4 million. These increases were partially offset by lower salaries of approximately $0.1 million for the three months ended September 30, 2021, as compared to the same period in 2020.

The $6.9 million increase in same store property NOI for the nine months ended September 30, 2021 was primarily due to an increase of approximately $20.9 million in same store property revenues which was partially offset by an increase of approximately $14.0 million in same store property expenses, as compared to the same period in 2020.

The $20.9 million increase in same store property revenues during the nine months ended September 30, 2021, as compared to the same period in 2020, was primarily due to a $13.5 million increase in rental revenues comprised of a 0.9% increase in average rental rates, an increase in occupancy, and higher other rental income, partially offset by lower reletting income, net of uncollectible revenue. The increase was also due to an increase of approximately $3.7 million in fees and other income, as well as an approximately $3.7 million increase from our bulk internet rebilling and other utility rebilling programs.

The $14.0 million increase in same store property expenses during the nine months ended September 30, 2021, as compared to the same period in 2020, was primarily due to higher real estate taxes of approximately ~~$2.6~~$5.4 million as a result of increased property valuations at a number of our communities and lower property tax refunds, higher property insurance ~~expenses~~expense of approximately ~~$0.9~~$3.8 million due to higher ~~salary expenses of approximately $0.7 million, and~~claims incurred at our communities, higher ~~utility expenses of~~

~~Table of Contents~~

~~approximately $0.2 million. The increase for the three months ended September 30, 2020 was partially offset by approximately $0.6 million lower~~ repairs and maintenance and ~~general administrative expenses, as compared to the same period in 2019.~~

The $1.9 million increase in same store property revenues during the three months ended September 30, 2020, as compared to the same period in 2019, was primarily due to an approximate $1.8 million or 1.0% increase in average rental rates, approximately $1.0 million higher net reletting and other rental income, an approximate $0.9 million increase in income from our bulk internet and other utility ~~rebilling programs, and an increase~~expense of approximately ~~$0.4 million related to fee and other income. These increases for the three months ended September 30, 2020 were partially offset by lower occupancy of approximately $1.1~~$3.4 million, and higher ~~bad debt expense of approximately $1.1 million due in part to COVID-19.~~

The $4.4 million increase in same store property NOI for the nine months ended September 30, 2020 was primarily due to an increase of approximately $10.1 million in same store property revenues which was partially offset by an increase of approximately $5.7 million same store property expenses, as compared to the same period in 2019.

The $10.1 million increase in same store property revenues during the nine months ended September 30, 2020, as compared to the same period in 2019, was primarily due to an approximate $12.9 million or 2.2% increase in average rental rates, of which approximately $6.2 million was recognized during the first quarter of 2020 primarily due to a 3.3% first quarter increase in average rental rates. The increase during the nine months ended September 30, 2020 was also due to an approximately $2.5 million increase in income from our bulk internetsalary, general and administrative, and other utility rebilling programs, and an approximate $2.4 million higher net reletting and other rental income. These increases for the nine months ended September 30, 2020 were partially offset by lower occupancy of approximately $2.6 million, higher bad debt expense of approximately $4.1 million due in part to COVID-19, and a decrease of approximately $1.0 million related to fee and other income due to waived late and other fees during COVID-19.

~~The $5.7 million increase in same store~~ property ~~expenses during the nine months ended September 30, 2020, as compared to the same period in 2019, was primarily due to higher salary~~ expenses of approximately $2.2 million, higher real estate taxes of approximately $1.9 million as a result of increased property valuations at a number of our communities, higher property insurance of approximately $1.3 million, and higher utilities of approximately $1.1$1.4 million. The increase for the nine months ended September 30, 2020 was partially offset by approximately $0.8 million lower repairs and maintenance and general administrative expenses, as compared to the same period in 2019.

Non-same Store and Development and Lease-up Analysis

Property NOI from non-same store and development and lease-up communities increased approximately ~~$2.3~~$10.3 million and ~~$12.9~~$16.2 million for the three and nine months ended September 30, ~~2020,~~2021, respectively, as compared to the same periods in ~~2019.~~2020. These increases in Property NOI were comprised of increases from non-same store communities of approximately ~~$2.7~~$7.5 million and ~~$13.6 million and partially offset by decreases from development and lease-up communities of approximately $0.3 million and $0.7~~$11.8 million for the three and nine months ended September 30, ~~2020,~~2021, respectively, as compared to the same periods in ~~2019. The~~2020 and increases from development and lease-up communities of approximately $2.8 million and $4.4 million from the three and nine months ended September 30, 2021, respectively, as compared to the same periods in 2020. These increases in property ~~revenues and expenses~~NOI from our non-same store communities were primarily due to the acquisition of two operating properties in June 2021 and one operating property in August 2021. These increases were also due to four operating properties ~~during 2019,~~which reached stabilization in 2020 and 2021, and the stabilization of four ~~operating~~redevelopment properties ~~reaching stabilization during 2019 and two operating properties reaching stabilization during the nine months ended September 30,~~in December 2020. ~~The slight decreases~~These increases in property NOI from our development and lease-up communities were primarily due to two development communities under lease-up which completed construction during the three months ended September 30, 2021, and the timing of ~~completion and partial~~two other development communities which were also under lease-up ~~of one development property~~ during the three and nine months ended September 30, ~~2020.~~

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2021.

The following table details the changes, described above, relating to non-same store and development and lease up NOI:

(in millions) For the three months ended September 30, 2020 as compared to 2019 For the nine months ended September 30, 2020 as compared to 2019
Property Revenues:
Revenues from acquisitions $ 4.8 $ 18.4
Revenues from non-same store stabilized properties 0.7 4.7
Revenues from development and lease-up properties 0.6 1.0
Other — 0.3
$ 6.1 $ 24.4
Property Expenses:
Expenses from acquisitions $ 2.2 $ 8.1
Expenses from non-same store stabilized properties 0.3 0.9
Expenses from development and lease-up properties 0.9 1.7
Other 0.4 0.8
$ 3.8 $ 11.5
Property NOI:
NOI from acquisitions $ 2.6 $ 10.3
NOI from non-same store stabilized properties 0.4 3.8
NOI from development and lease-up properties (0.3) (0.7)
Other (0.4) (0.5)
$ 2.3 $ 12.9

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~~COVID-19~~


(in millions)	For the three months ended September 30, 2021 as compared to 2020		For the nine months ended September 30, 2021 as compared to 2020

Property Revenues:
Revenues from acquisitions	$	6.1	$	6.9
Revenues from non-same store stabilized properties	3.7		9.7
Revenues from development and lease-up properties	4.5		6.9
Other	1.2		2.0
	$	15.5	$	25.5
Property Expenses:
Expenses from acquisitions	$	2.3	$	2.5
Expenses from non-same store stabilized properties	0.9		3.5
Expenses from development and lease-up properties	1.7		2.5
Other	0.3		0.8
	$	5.2	$	9.3
Property NOI:
NOI from acquisitions	$	3.8	$	4.4
NOI from non-same store stabilized properties	2.8		6.2
NOI from development and lease-up properties	2.8		4.4
Other	0.9		1.2
	$	10.3	$	16.2

Pandemic Related Impact Analysis

The ~~COVID-19 Related Impact~~pandemic related impact was approximately $0.4 million and $13.6 million for the three and nine months ended September 30, 2020, respectively. The impact for the three months ended September 30, 2020 related to approximately $0.4 million of directly-related ~~COVID-19~~pandemic expenses incurred at our operating properties.

The ~~COVID-19 Related Impact~~pandemic-related impact for the nine months ended September 30, 2020 was due to the Resident Relief Funds ~~and COVID-19 directly-related expenses. In~~announced in April 2020 ~~we announced two Resident Relief Funds~~ for our residents experiencing pandemic related financial losses ~~caused by COVID-19.~~and the directly-related pandemic expenses. During the three months ended June 30, 2020, we paid approximately $9.1 million in Resident Relief Funds to approximately 7,100 residents of our wholly-owned communities which was recorded as a reduction of property revenues.

During the nine months ended September 30, 2020, we also incurred approximately $4.5 million of directly-related ~~COVID-19~~pandemic expenses at our operating properties, which included $2.8 million of bonuses paid to on-site employees ~~who provided~~providing essential services during the pandemic and approximately $1.7 million of other directly-related ~~COVID-19~~pandemic expenses.

~~Dispositions/~~Other Property Analysis

~~Dispositions/other~~Other property NOI ~~decreased~~increased approximately ~~$2.1 million and $5.4~~$0.6 million for the three months ended September 30, 2021 and was relatively flat during the nine months ended September 30, ~~2020~~2021, as compared to the same periods in ~~2019. These decreases were primarily due to the disposition of two consolidated operating properties in the fourth quarter of 2019. We had no operating property dispositions~~2020. The increase during the ~~nine~~three months ended September 30, ~~2020. These decreases were also~~2021 was due to higher ~~amounts identified as uncollectible related to~~NOI from our retail ~~tenants during~~communities as compared to the ~~three and nine months ended September 30, 2020, which was due~~same period in ~~part to COVID-19.~~

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2020.

Non-Property Income


($ in thousands)	($ in thousands)	Three Months Ended September 30,				Change				Nine Months Ended September 30,				Change				($ in thousands)	Three Months Ended September 30,				Change				Nine Months Ended September 30,				Change
		2020		2019		$		%		2020		2019		$		%			2021		2020		$		%		2021		2020		$		%
Fee and asset management	Fee and asset management	$	2,542	$	2,139	$	403	18.8	%	$	7,449	$	5,849	$	1,600	27.4	%	Fee and asset management	$	3,248	$	2,542	$	706	27.8	%	$	7,717	$	7,449	$	268	3.6	%
Interest and other income	Interest and other income	1,948		1,485		463		31.2		2,602		2,114		488		23.1		Interest and other income	443		1,948		(1,505)		(77.3)		1,032		2,602		(1,570)		(60.3)
Income on deferred compensation plans		5,071		780		4,291		*		1,646		14,992		(13,346)		*
Income/(loss) on deferred compensation plans																		Income/(loss) on deferred compensation plans	(843)		5,071		(5,914)		*		9,183		1,646		7,537		*
Total non-property income	Total non-property income	$	9,561	$	4,404	$	5,157	117.1	%	$	11,697	$	22,955	$	(11,258)	(49.0)	%	Total non-property income	$	2,848	$	9,561	$	(6,713)	(70.2)	%	$	17,932	$	11,697	$	6,235	53.3	%

* Not a meaningful percentage.

Fee and asset management income ~~which represents income related to~~from property management, ofasset management, construction, and development activities at our joint ventures and ~~fees from~~our third-party construction projects, increased approximately ~~$0.4~~$0.7 million and ~~$1.6~~$0.3 million

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for the three and nine months ended September 30, ~~2020,~~2021, respectively, as compared to the same periods in ~~2019.~~2020. These increases were primarily due to higher fees earned related to an increase in third-party construction activity, and increases in property management fees recognized from the joint ventures in which we manage as a result of increased operating results during the three and nine months ended September 30, 2021 as compared to the same periods in 2020. These increases were partially offset by lower fees earned during the three and nine months ended September 30, 2021 due to decreased construction and development activity for one property held by one of the Funds which was under construction throughout 2020 and ~~an increase~~completed in ~~third-party construction activity during~~December 2020.

Interest and other income decreased approximately $1.5 million and $1.6 million for the three and nine months ended September 30, ~~2020~~2021, respectively, as compared to the same periods in ~~2019.~~2020. These decreases were primarily due to our sale of a technology joint venture in September 2020 and recognizing our proportionate share of the gain of approximately $1.5 million.

Our deferred compensation plans ~~recognized income~~incurred a loss of approximately ~~$5.1 million and~~ $0.8 million during the three months ended September 30, ~~2020 and 2019, respectively, and~~2021, as compared to recognizing income of approximately ~~$1.6~~$5.1 million during the same period in 2020, and recognizing income of approximately $9.2 million and ~~$15.0~~$1.6 million during the nine months ended September 30, ~~2020~~2021 and ~~2019,~~2020, respectively. The changes were related to the performance of the investments held in deferred compensation plans for participants and were directly offset by the ~~expense~~expense/(benefit) related to these plans, as discussed below.

Other Expenses


($ in thousands)	($ in thousands)	Three Months Ended September 30,				Change				Nine Months Ended September 30,				Change				($ in thousands)	Three Months Ended September 30,				Change				Nine Months Ended September 30,				Change
		2020		2019		$		%		2020		2019		$		%			2021		2020		$		%		2021		2020		$		%
Property management	Property management	$	5,894	$	6,154	$	(260)	(4.2)	%	$	18,360	$	18,904	$	(544)	(2.9)	%	Property management	$	6,640	$	5,894	$	746	12.7	%	$	19,200	$	18,360	$	840	4.6	%
Fee and asset management	Fee and asset management	1,018		1,316		(298)		(22.6)		2,681		4,022		(1,341)		(33.3)		Fee and asset management	1,159		1,018		141		13.9		3,310		2,681		629		23.5
General and administrative	General and administrative	12,726		13,458		(732)		(5.4)		40,350		40,027		323		0.8		General and administrative	14,960		12,726		2,234		17.6		44,428		40,350		4,078		10.1
Interest	Interest	24,265		20,719		3,546		17.1		67,454		60,538		6,916		11.4		Interest	24,987		24,265		722		3.0		72,715		67,454		5,261		7.8
Depreciation and amortization	Depreciation and amortization	90,575		85,814		4,761		5.5		275,237		250,734		24,503		9.8		Depreciation and amortization	111,462		90,575		20,887		23.1		304,189		275,237		28,952		10.5
Expense on deferred compensation plans		5,071		780		4,291		*		1,646		14,992		(13,346)		*
Expense/(benefit) on deferred compensation plans																		Expense/(benefit) on deferred compensation plans	(843)		5,071		(5,914)		*		9,183		1,646		7,537		*
Total other expenses	Total other expenses	$	139,549	$	128,241	$	11,308	8.8	%	$	405,728	$	389,217	$	16,511	4.2	%	Total other expenses	$	158,365	$	139,549	$	18,816	13.5	%	$	453,025	$	405,728	$	47,297	11.7	%

* Not a meaningful percentage.

Property management expense, which represents regional supervision and accounting costs related to property operations, ~~decreased~~increased approximately ~~$0.3~~$0.7 million and ~~$0.5~~$0.8 million for the three and nine months ended September 30, ~~2020,~~2021, respectively, as compared to the same periods in ~~2019.~~2020. These ~~decreases~~increases were primarily related to higher salaries, benefits, and incentive compensation costs, and partially offset by lower ~~travel~~pandemic-related expenses during the three and nine months ended September 30, ~~2020~~2021 as compared to the same periods in ~~2019.~~2020. The increase during the nine months ended September 30, 2021 was also partially offset by lower professional and conference related expenses. Property management expenses were ~~2.2%~~2.3% and ~~2.4%~~2.2% of total property revenues for the three months ended September 30, ~~2020~~2021 and ~~2019,~~2020, respectively, and were 2.3% ~~and 2.5%~~ of total property revenues for each of the nine months ended September 30, ~~2020~~2021 and ~~2019, respectively.~~2020.

Fee and asset management expense from property management, asset management, construction, and development activities ofat our joint ventures and our third-party projects ~~decreased~~increased approximately ~~$0.3~~$0.1 million and ~~$1.3~~$0.6 million for the three and nine months ended September 30, ~~2020~~2021, respectively, as compared to the same periods in ~~2019.~~2020. These ~~decreases~~increases were primarily due to ~~lower discretionary spending~~higher expenses incurred due to an increase in ~~managing our~~third-party construction activities and higher expenses incurred from the joint ventures ~~and construction activities~~in which we manage, partially offset by lower expenses incurred during the three and nine months ended September 30, ~~2020~~2021 as a result of a development property held by one of the Funds completing construction in December 2020.

General and administrative expense increased by approximately $2.2 million and $4.1 million for the three and nine months ended September 30, 2021, respectively, as compared to the same periods in ~~2019.~~

~~General~~2020. These increases were primarily due to higher salaries, benefits, and ~~administrative expense decreased by approximately $0.7 million for~~incentive compensation costs and higher acquisition and professional costs during the three and nine months ended September 30, ~~2020 and increased by approximately $0.3 million~~2021 as compared to the same periods in 2020. The increase for the nine months ended September 30, ~~2020, as compared to the same periods in 2019. The decrease during the three months ended September 30, 2020~~2021 was primarily due to a decrease in professional fee expenses, as well as lower travel and other discretionary expenses. The increase during the nine months ended September 30, 2020 was primarily due to approximately $0.8 million of COVID-19 related expenses, higher salary and benefit costs, and higher information technology costs as compared to the same periods in 2019. These increases during the nine months ended September 30, 2020 were partially offset by lower ~~incentive compensation expense in 2020 due to decreased~~

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~~amortization relating to accelerated vesting for employees reaching retirement eligibility during the nine months ended September 30, 2020.~~pandemic related-expenses. Excluding ~~income~~income/(loss) on deferred compensation plans, general and administrative expenses were ~~4.7%~~5.0% and ~~5.1%~~4.7% of total revenues for the three months ended September 30, ~~2020~~2021 and ~~2019,~~2020, respectively, and were ~~5.1%~~5.2% and ~~5.2%~~5.1% of total revenues for the nine months ended September 30, ~~2020~~2021 and ~~2019,~~2020, respectively.

Interest expense increased approximately ~~$3.5~~$0.7 million and ~~$6.9~~$5.3 million for the three and nine months ended September 30, ~~2020,~~2021, respectively, as compared to the same periods in ~~2019. These increases were~~2020. The increase during the three months ended

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September 30, 2021 as compared to the same period in 2020 was primarily due to a decrease in capitalized interest resulting from lower average balances in our development pipeline, and an increase in interest expense related to the issuance of ~~$300~~the $40.0 million ~~3.41% senior~~ unsecured ~~notes~~floating rate term loan entered into in October ~~2019, and~~2020. These increases were partially offset by the repayment of our $100.0 million unsecured floating rate term loan in October 2020.

The increase in interest expense during the nine months ended September 30, 2021 as compared to the same period in 2020 was primarily due to the issuance of $750 million, 2.91% senior unsecured notes induring April ~~2020. The increase during the nine months ended September 30,~~ 2020, ~~was also due to~~ the issuance of ~~$600~~a $40.0 million ~~3.67% senior~~ unsecured ~~notes~~floating rate term loan during October 2020, and slightly lower capitalized interest resulting from lower average balances in ~~June 2019.~~our development pipeline. These increases were partially offset by the redemption of our $250 million, 4.78% senior unsecured notes due 2021, and the prepayment of an approximate $45.3 million, 4.38% secured conventional mortgage note in October 2019. These increases were also partially offset by higher capitalized interest during the three and nine months ended September 30, 2020 resulting from higher average balances in our development pipeline and decreases inlower interest expense ~~recognized on our term loan~~ due to ~~lower rates during the three and nine months ended September 30, 2020 as compared to the same periods in 2019. The increase during the nine months ended September 30, 2020 was further offset by~~ the repayment of ~~approximately $439.3~~our $100.0 million ~~of secured conventional mortgage debt with a weighted average interest~~unsecured floating rate ~~of 5.2%~~term loan in ~~the first quarter of 2019~~October 2020 and a decrease in interest expense recognized on our unsecured credit facility due to having lower balances outstanding during the nine months ended September 30, ~~2020~~2021 as compared to the same period in ~~2019.~~2020.

Depreciation and amortization expense increased approximately ~~$4.8~~$20.9 million and ~~$24.5~~$29.0 million for the three and nine months ended September 30, ~~2020,~~2021, respectively, as compared to the same periods in ~~2019.~~2020. These increases were primarily due to ~~the acquisition of four operating properties in 2019,~~ the completion of units in our development pipeline ~~the~~and completion of repositions during 2020 and 2021, and the ~~partial~~ completion of redevelopments during ~~2020 and 2019.~~2020. These increases were also due to higher depreciation and amortization of in-place leases related to the acquisition of two operating properties in June 2021, and one operating property in August 2021, partially offset by ~~a decrease in depreciation expense~~lower amortization of in-place leases related to the ~~disposition~~acquisition of two operating properties in December ~~2019.~~2019, which was fully amortized during the third quarter of 2020.

Our deferred compensation plans recognized ~~expenses~~a benefit of approximately ~~$5.1 million and~~ $0.8 million ~~during~~for the three months ended September 30, ~~2020 and 2019, respectively, and~~2021, as compared to incurring expenses of approximately ~~$1.6~~$5.1 million during the same period in 2020, and incurring expenses of approximately $9.2 million and ~~$15.0~~$1.6 million during the nine months ended September 30, ~~2020~~2021 and ~~2019,~~2020, respectively. The changes were related to the performance of the investments held in deferred compensation plans for participants and were directly offset by the ~~income~~income/(loss) related to these plans, as discussed in the non-property income section above.

Other


		Three Months Ended September 30,				Change				Nine Months Ended September 30,				Change					Three Months Ended September 30,				Change				Nine Months Ended September 30,				Change
($ in thousands)	($ in thousands)	2020		2019		$		%		2020		2019		$		%		($ in thousands)	2021		2020		$		%		2021		2020		$		%

Gain on sale of land	Gain on sale of land	$	—	$	—	$	—	100.0	%	$	382	$	—	$	382	100.0	%	Gain on sale of land	$	—	$	—	$	—	—	%	$	—	$	382	$	(382)	100.0	%
Equity in income of joint ventures	Equity in income of joint ventures	$	2,154	$	2,133	$	21	1.0	%	$	5,909	$	5,954	$	(45)	(0.8)	%	Equity in income of joint ventures	$	2,540	$	2,154	$	386	17.9	%	$	6,652	$	5,909	$	743	12.6	%
Income tax expense	Income tax expense	$	(615)	$	(313)	$	(302)	96.5	%	$	(1,476)	$	(709)	$	(767)	108.2	%	Income tax expense	$	(480)	$	(615)	$	135	(22.0)	%	$	(1,292)	$	(1,476)	$	184	(12.5)	%

~~During~~The $0.4 million gain on sale of land for the nine months ended September 30, 2020 ~~we sold~~was due to the sale of approximately 4.7 acres of land adjacent to one of our operating properties in Raleigh, North Carolina for approximately $0.8 ~~million and recognized a gain of approximately $0.4~~ million.

Equity in income of joint ventures was relatively flat for the three and nine months ended September 30, 2020, as compared to the same periods in 2019. The slight increase during the three months ended September 30, 2020 was primarily due to an increase in earnings from the operating properties owned by the Funds as a result of lower interest expense due to lower weighted average interest rates on variable rate debt. The increase was partially offset by a decrease in earnings due to the sale of one operating property by one of the Funds in December 2019. The slight decrease during the nine months ended September 30, 2020 was primarily due toincreased approximately ~~$1.3 million of Resident Relief Funds paid to residents of the operating communities owned by our unconsolidated joint ventures, of which we recognized our ownership interest of~~ $0.4 million in equity in income of joint ventures. The decrease in earnings during the nine months ended September 30, 2020 was also due to the sale of one operating property by one of the Funds in December 2019, and was partially offset by lower interest expense recognized by operating properties owned by the Funds due to lower weighted average interest rates on variable rate debt during the nine months ended September 30, 2020 as compared to the same period in 2019.

~~Income tax expense increased approximately $0.3 million and $0.8~~$0.7 million for the three and nine months ended September 30, ~~2020,~~2021, respectively, as compared to the same periods in ~~2019.~~2020. These increases were ~~primarily~~ due to an increase in ~~state~~earnings recognized during the three and ~~local taxes and an~~nine months ended September 30, 2021 primarily relating to higher revenues from the stabilized operating properties owned by the Funds. The increase in ~~taxable income~~revenues during the nine months ended September 30, 2021 was also due to a $0.4 million reduction in revenues recognized during the nine months ended September 30, 2020, which was our ownership interest of the Resident Relief Funds paid to residents of operating communities owned by our unconsolidated joint ventures who were impacted by the pandemic. The increase during the nine months ended September 30, 2021 was partially offset by a decrease in earnings related to ~~higher third-party~~one property held by one of the Funds, which completed construction ~~activities conducted~~ in ~~a taxable REIT subsidiary.~~

~~Table~~December 2020 and was under lease up through June 30, 2021, at which time it reached stabilization. We recognized our proportionate share of ~~Contents~~

the loss while this property was in the lease-up phase of operations.

Funds from Operations ("FFO") and Adjusted FFO ("AFFO")

Management considers FFO and AFFO to be appropriate supplementary measures of the financial performance of an equity REIT. The National Association of Real Estate Investment Trusts ("NAREIT") currently defines FFO in accordance with the 2018 NAREIT FFO White Paper which defines FFO as net income (computed in accordance with GAAP), excluding depreciation and amortization related to real estate, gains (or losses) from the sale of certain real estate assets (depreciable real estate), impairments of certain real estate assets (depreciable real estate), gains (or losses) from change in control, and adjustments for unconsolidated joint ventures to reflect FFO on the same basis. 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

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losses on dispositions of depreciable real estate 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 to 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 condensed 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.

Reconciliations of net income attributable to common shareholders to FFO and AFFO for the three ~~and nine~~ months ended September 30, ~~2020~~2021 and ~~2019~~2020 are as follows:


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended September 30,				Nine Months Ended September 30,
($ in thousands)	($ in thousands)	2020		2019		2020		2019		($ in thousands)	2021		2020		2021		2020
Funds from operations	Funds from operations									Funds from operations
Net income attributable to common shareholders (1)	Net income attributable to common shareholders (1)	$	34,957	$	43,597	$	94,718	$	124,609	Net income attributable to common shareholders (1)	$	29,483	$	34,957	$	91,009	$	94,718
Real estate depreciation and amortization	Real estate depreciation and amortization	87,974		83,437		267,985		244,908		Real estate depreciation and amortization	108,931		87,974		296,760		267,985
Adjustments for unconsolidated joint ventures	Adjustments for unconsolidated joint ventures	2,404		2,245		6,933		6,736		Adjustments for unconsolidated joint ventures	2,674		2,404		7,903		6,933

Income allocated to non-controlling interests	Income allocated to non-controlling interests	1,276		1,225		3,661		3,549		Income allocated to non-controlling interests	1,122		1,276		3,508		3,661
Funds from operations	Funds from operations	$	126,611	$	130,504	$	373,297	$	379,802	Funds from operations	$	142,210	$	126,611	$	399,180	$	373,297

Less: recurring capitalized expenditures	Less: recurring capitalized expenditures	(22,299)		(20,242)		(55,906)		(51,063)		Less: recurring capitalized expenditures	(19,717)		(22,299)		(51,205)		(55,906)
Adjusted funds from operations	Adjusted funds from operations	$	104,312	$	110,262	$	317,391	$	328,739	Adjusted funds from operations	$	122,493	$	104,312	$	347,975	$	317,391

Weighted average shares – basic	Weighted average shares – basic	99,419		98,959		99,372		98,259		Weighted average shares – basic	103,071		99,419		101,119		99,372
Incremental shares issuable from assumed conversion of:	Incremental shares issuable from assumed conversion of:									Incremental shares issuable from assumed conversion of:
Common share options and awards granted	Common share options and awards granted	36		107		42		116		Common share options and awards granted	100		36		80		42
Common units	Common units	1,748		1,753		1,748		1,754		Common units	1,641		1,748		1,680		1,748
Weighted average shares – diluted(2)	Weighted average shares – diluted(2)	101,203		100,819		101,162		100,129		Weighted average shares – diluted(2)	104,812		101,203		102,879		101,162

(1)Net income attributable to common shareholders includes an approximate $0.4 million and $14.8 million ~~COVID-19~~Pandemic Related Impact for the three and nine months ended September 30, 2020, respectively. For the three months ended September 30, 2020, we incurred approximately $0.4 million of ~~COVID-19 directly-related~~pandemic expenses at our operating communities. The total ~~COVID-19~~Pandemic Related Impact for the nine months ended September 30, 2020 was comprised of $9.5 million related to the Resident Relief Funds which were established in April 2020. Of this amount, approximately $9.1 million was paid to residents at our wholly-owned communities and was recorded as a reduction to property revenues, and approximately $1.3 million of Resident Relief Funds paid to residents of the operating communities owned by our unconsolidated joint ventures, of which we recognized our ownership interest of $0.4 million in equity in income of joint ventures. Additionally, we incurred approximately $4.5 million of ~~COVID-19~~pandemic expenses at our operating communities, which included $2.8 million of bonuses paid to on-site employees who provided essential services during the pandemic and $1.7 million in other directly-related ~~COVID-19~~pandemic expenses. We also incurred approximately $0.8 million related to the Employee Relief Fund we established to help our employees impacted by ~~COVID-19.~~the pandemic.

(2)FFO diluted shares includes approximately 3.3 million and 1.5 million weighted average share impact related to activity from the 2020 and 2021 ATM Programs during the three and nine months ended September 30, 2021, respectively.

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Liquidity and Capital Resources

Financial Condition and Sources of Liquidity

We intend to maintain a strong balance sheet and preserve our financial flexibility, which we believe should enhance our ability to identify and capitalize on investment opportunities as they become available. We intend to maintain what management believes is a conservative capital structure by:

•extending and sequencing the maturity dates of our debt where practicable;

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•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.

Our interest expense coverage ratio, net of capitalized interest, was approximately 6.6 and 6.2 for the three months ended September 30, 2021 and 2020, respectively, and 6.4 and 6.7 for the ~~three and~~ nine months ended September 30, ~~2020, respectively,~~2021 and ~~was approximately 7.2 times for each of the three and nine months ended September 30, 2019.~~2020. This ratio is a method for calculating the amount of operating cash flows available to cover interest expense and is calculated by dividing interest expense for the period into the sum of property revenues and expenses, non-property income, and other expenses, after adding back depreciation, amortization, and interest expense. All of our consolidated properties were unencumbered at September 30, ~~2020~~2021 and ~~approximately 98.9% of our consolidated properties were unencumbered at September 30, 2019.~~2020. Our weighted average maturity of debt was approximately ~~8.5~~7.7 years at September 30, ~~2020.~~2021.

Our primary sources of liquidity are cash and cash equivalents and cash flows generated from operations. Other sources may include one or more of the following: availability under our unsecured credit facility, the use of debt and equity offerings under our automatic shelf registration statement, proceeds from property dispositions, equity issued from our 2021 ATM program, and other unsecured borrowings or secured mortgages. We believe our liquidity and financial condition are sufficient to meet all of our reasonably anticipated cash needs during the next twelve months from our filing date including:

•normal recurring operating expenses;

•current debt service requirements;

•recurring and non-recurring capital expenditures;

•reposition expenditures;

•funding of property developments, repositions, redevelopments, acquisitions, and joint venture investments; and

•the minimum dividend payments required to maintain our REIT qualification under the Code.

Factors which could increase or decrease our future liquidity include but are not limited to volatility in capital and credit markets, changes in rent control or rent stabilization laws, sources of financing, the minimum REIT dividend requirements, our ability to complete asset purchases, sales, or developments, the effect our debt level and changes in credit ratings could have on our cost of funds, and our ability to access capital markets. A variety of these factors, among others, could also be affected by ~~COVID-19.~~the pandemic.

Cash Flows

The following is a discussion of our cash flows for the nine months ended September 30, ~~2020~~2021 and ~~2019:~~2020:

Net cash from operating activities was approximately ~~$413.3~~$436.0 million during the nine months ended September 30, ~~2020~~2021 as compared to approximately ~~$408.4~~$413.3 million for the same period in ~~2019.~~2020. The increase was primarily due to ~~a $20.4~~the increase in property operations due to the growth attributable to our same store, non-same store and development and lease-up communities and the $13.6 million ~~settlement of forward interest rate swaps we paid~~Pandemic Related Impact incurred in ~~June 2019 and~~2020. The increase was partially offset by ~~a decrease in the amount of cash received in operating accounts primarily due to the~~higher and timing of real estate tax payments ~~to vendors during the nine months ended September 30, 2020~~in 2021 as compared to ~~the same period~~2020. See further discussion of our 2021 operations as compared to 2020 in ~~2019.~~"Results of Operations."

Net cash used in investing activities during the nine months ended September 30, ~~2020~~2021 totaled approximately ~~$298.1~~$755.8 million as compared to ~~$529.5~~$298.1 million during the same period in ~~2019.~~2020. Cash outflows during the nine months ended September 30, 2021 primarily related to the acquisition of three operating properties for approximately $464.0 million, and amounts paid for property development and capital improvements of approximately $279.7 million. Cash outflows during the nine months ended September 30, 2020 primarily related to ~~amounts paid~~cash outflows for property development and capital improvements of approximately $294.4 million, and increases in non-real estate assets of $6.1 million. Cash outflows during the nine months ended September 30, 2019 primarily related to amounts paid for property development and capital improvements of approximately $300.7 million, the acquisition of two operating properties located in Scottsdale, Arizona and Austin, Texas for approximately $214.2 million, and increases in non-real estate assets of $13.8 million. The slight decrease in property

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development and capital improvements for the nine months ended September 30, ~~2020,~~2021, as compared to the same period in ~~2019,~~2020, was primarily due to the acquisition of two development properties in 2019 as compared to one development property in 2020, the timing and completion of three consolidated operating properties during 2019 and the nine months ended September 30, 2020, and the completion of repositions and redevelopments at several of our operating properties. The property development and capital improvements during the nine months ended September 30, ~~2020~~2021 and ~~2019,~~2020, included the following:

Nine Months Ended
September 30,
(in millions) 2020 2019
Expenditures for new development, including land $ 159.0 $ 162.3
Capital expenditures 61.2 58.1
Reposition expenditures 35.6 47.1
Capitalized interest, real estate taxes, and other capitalized indirect costs 25.2 18.6
Redevelopment expenditures 13.4 14.6
Total $ 294.4 $ 300.7

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	Nine Months Ended September 30,
(in millions)	2021		2020
Expenditures for new development, including land	$	163.6	$	159.0
Capital expenditures	63.4		61.2
Reposition expenditures	30.4		35.6
Capitalized interest, real estate taxes, and other capitalized indirect costs	22.3		25.2
Redevelopment expenditures	—		13.4
Total	$	279.7	$	294.4

Net cash from financing activities totaled approximately ~~$450.8~~$328.7 million for the nine months ended September 30, ~~2020~~2021 as compared to ~~$240.4~~$450.8 million during the same period in ~~2019.~~2020. Cash inflows during the nine months ended September 30, 2021 primarily related to net proceeds of $579.5 million from the issuance of approximately 4.4 million common shares from our ATM programs. These cash inflows during 2021 were partially offset by $255.1 million used for distributions to common shareholders and non-controlling interest holders. Cash inflows during the nine months ended September 30, 2020 primarily related to net proceeds of approximately $743.1 million from the issuance of $750.0 million senior unsecured notes in April 2020. These cash inflows during 2020 were partially offset by $249.2 million used for ~~the~~ distributions to common shareholders and non-controlling interest holders, and net payments of $44.0 million of borrowings from our unsecured line of credit. Cash inflows during the nine months ended September 30, 2019 primarily related to net proceeds of approximately $593.4 million from the issuance of $600.0 million senior unsecured notes in June 2019, as well as net proceeds of approximately $328.4 million from the issuance of approximately 3.4 million common shares through an underwritten equity offering completed in February 2019. These cash inflows during 2019 were partially offset by the repayment of approximately $439.3 million of secured conventional mortgage debt, as well as $236.5 million used for the distributions to common shareholders and non-controlling interest holders.

Financial Flexibility

We have a $900 million unsecured credit facility which matures in March 2023, with two options to further extend the facility at our election for two additional six-month periods and may be expanded three times by up to an additional $500 million upon the satisfaction of certain conditions. The interest rate on our unsecured credit facility is based upon ~~the London Interbank Offered Rate ("LIBOR")~~LIBOR plus a margin which is subject to change as our credit ratings change. Advances under our credit facility may be priced at the scheduled rates, or we may enter into bid rate loans with participating banks at rates below the scheduled rates. These bid rate loans have terms of 180 days or less and may not exceed the lesser of $450 million or the remaining amount available under our credit facility. Our credit facility is subject to customary financial covenants and limitations. We believe we are in compliance with all such financial covenants and limitations as of September 30, ~~2020~~2021 and through the date of this filing.

Our credit facility provides us with the ability to issue up to $50 million in letters of credit. While our issuance of letters of credit does not increase our borrowings outstanding under our credit facility, it does reduce the amount available. At September 30, ~~2020,~~2021, we had no borrowings outstanding on our credit facility and we had outstanding letters of credit totaling approximately ~~$10.2~~$14.8 million, leaving approximately ~~$889.8~~$885.2 million available under our credit facility.

In ~~June 2020,~~August 2021, we created an ~~at-the market ("ATM")~~ATM share offering program through which we can, but have no obligation to, sell common shares and we may also enter into separate forward sale agreements with forward purchasers for an aggregate offering price of up to ~~$362.7~~$500.0 million (the ~~"2020~~"2021 ATM program"), in amounts and at times as we determine, into the existing trading market at current market prices as well as through negotiated transactions. Actual sales from time to time may depend on a variety of factors including, among others, market conditions, the trading price of our common shares, and determinations by management of the appropriate sources of funding for us. The proceeds from the sale of our common shares under the ~~2020~~2021 ATM program are intended to be used for general corporate purposes, which may include reducing future borrowings under our $900 million unsecured line of credit, the repayment of other indebtedness, the redemption or other repurchase of outstanding debt or equity securities, funding for development activities, and financing for acquisitions. ~~There were no~~We issued approximately 1.5 million shares ~~sold~~ under ~~the 2020~~our 2021 ATM program induring the ~~quarter~~three months ended September 30, ~~2020~~2021 and ~~no shares have been sold through the date of this filing.~~received approximately $220.7 million in net proceeds. As of September 30, 2021 and through the date of this filing, we had common shares having an aggregate offering price of up to ~~$362.7~~$278.2 million remaining available for sale under the ~~2020~~2021 ATM program.

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We believe our ability to access capital markets is enhanced by our senior unsecured debt ratings by Moody's, Fitch, and Standard and Poor's, which are currently A3 with stable outlook, A- with stable outlook, and A- with stable outlook, respectively. We believe our ability to access capital markets is also enhanced by our ability to borrow on a secured basis from various institutions including banks, Fannie Mae, Freddie Mac, or life insurance companies. However, we may not be able to maintain our current credit ratings and may not be able to borrow on a secured or unsecured basis in the future.

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Future Cash Requirements and Contractual Obligations

One of our principal long-term liquidity requirements includes the repayment of maturing debt, including any future borrowings under our unsecured credit facility. ~~In April 2020, we issued $750~~We have no scheduled debt due for the remainder of 2021 and believe scheduled repayments of debt in 2022 are manageable at approximately $386.3 million which represents approximately 12.2% of ~~senior unsecured notes due May 15, 2030 under~~ our then-existing shelf registration statement. In October 2020, we entered into a $40.0 million two-year unsecured floating rate term loan with an unrelated third party. Also in October 2020, we used the net proceeds from the $40.0 million term loan together with cash on hand to repay the $100.0 million unsecured term loan which was scheduled to mature in 2022. Astotal outstanding debt, and includes amortization of ~~the date of this filing, we do not have any~~ debt ~~maturing through the year ending 2021.~~discounts and debt issuance costs. See Note 7, "Notes Payable," in the notes to Condensed Consolidated Financial Statements for a further discussion of our scheduled maturities.

We ~~currently~~ estimate the additional cost to complete the construction of ~~eight consolidated projects~~six properties to be approximately ~~$383.7~~$242.4 million. Of this amount, we expect to incur costs between approximately ~~$50~~$56 million and ~~$70~~$66 million during the remainder of ~~2020~~2021 and to incur the remaining costs during ~~2021~~2022 through 2023. Additionally, during the remainder of ~~2020,~~2021, we expect to incur costs between approximately ~~$10~~$22 million and ~~$13~~$24 million related to repositions and revenue enhancing expenditures, between approximately $1$22 million ~~to $4~~and $26 million related to ~~additional redevelopment expenditures~~the start of new development activities, and between approximately $20 million ~~to $23~~and $24 million related to additional recurring capital expenditures. The locations of many of these projects may currently or in the future be subject to “shelter in place,” “stay at home,” or similar orders adopted by state and local authorities in response to COVID-19. Some of these orders may adversely affect the timely completion and final project costs of some or all of our projects under development if, for example, we are required to temporarily cease construction, experience delays in obtaining governmental permits and authorizations, or experience disruption in the supply of materials or labor.

We ~~intend to meet~~anticipate meeting our near-term liquidity requirements through a combination of one or more of the following: cash and cash equivalents, cash flows generated from operations, draws on our unsecured credit facility, the use of debt and equity offerings under our automatic shelf registration statement, proceeds from property dispositions, equity issued from our 2021 ATM program, and other unsecured borrowings or secured mortgages. We ~~intend~~continue to evaluate our operating property and land development portfolio and plan to continue our practice of selective dispositions as market conditions warrant and opportunities arise.

As a REIT, we are subject to a number of organizational and operational requirements, including a requirement to distribute current dividends to our shareholders equal to a minimum of 90% of our annual taxable income. In order to minimize paying income taxes, our general policy is to distribute at least 100% of our taxable income. In September ~~2020,~~2021, our Board of Trust Managers declared a quarterly dividend of $0.83 per common share to our common shareholders of record as of September 30, ~~2020.~~2021. The quarterly dividend was subsequently paid on October ~~16, 2020,~~18, 2021, and we paid equivalent amounts per unit to holders of the common operating partnership units. Assuming similar quarterly dividend distributions for the remainder of ~~2020,~~2021, our annualized dividend rate would be $3.32 per share or unit.

Off-Balance Sheet Arrangements

The joint ventures in which we have an interest have been funded in part with secured, third-party debt. At September 30, ~~2020,~~2021, our unconsolidated joint ventures had outstanding debt of approximately ~~$507.2~~$514.6 million. As of September 30, ~~2020,~~2021, we had no outstanding guarantees related to the debt of our unconsolidated joint ventures.

Inflation

Our apartment leases are for an average term of approximately fourteen months. In an inflationary environment, we may realize increased rents at the commencement of new leases or upon the renewal of existing leases. We believe the short-term nature of our leases generally minimizes our risk from the adverse effects of inflation.

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Critical Accounting Policies

Our critical accounting policies have not changed from the information reported in our Annual Report on Form 10-K for the year ended December 31, ~~2019.~~

~~Recent Accounting Pronouncements.~~ See Note 2, "Summary of Significant Accounting Policies and Recent Accounting Pronouncements," in the notes to Condensed Consolidated Financial Statements for further discussion of recent accounting pronouncements issued or adopted during the nine months ended September 30, 2020.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

No material changes to our exposures to market risk have occurred since our Annual Report on Form 10-K for the year ended December 31, ~~2019.~~2020.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures. We carried out an evaluation, under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Securities Exchange Act ("Exchange Act") Rules 13a-15(e) and 15d-15(e). Based on the evaluation, the Chief Executive Officer and Chief Financial Officer concluded the disclosure controls and procedures as of the end of the period covered by this report are effective to ensure information required to be disclosed by us in our Exchange Act filings is accurately recorded, processed, summarized, and reported within the periods specified in the Securities and Exchange Commission's rules and forms and is accumulated and

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communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Controls. There were no changes in our internal control over financial reporting (identified in connection with the evaluation required by paragraph (d) in Rules 13a-15 and 15d-15 under the Exchange Act) during our most recent fiscal quarter which have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

None

Item 1A. Risk Factors

~~For a discussion of our potential risks and uncertainties, see~~There have been no material changes to the ~~risk factor below and those presented~~Risk Factors previously disclosed in Item 1A in our Annual Report on Form 10-K ~~Part 1, Item 1A,~~ for the ~~fiscal~~ year ended December 31, ~~2019.~~

~~Risks Associated with Our Operations~~

The ongoing COVID-19 pandemic and measures intended to prevent its spread and the impact has and continues to have a material adverse effect on our business, results of operations, cash flows, and financial condition.

~~In December 2019, COVID-19 was first reported in Wuhan, China, and in March 2020, the World Health Organization declared COVID-19 a pandemic.~~ The COVID-19 pandemic has negatively impacted the global economy, disrupted financial markets and international trade, and resulted in increased unemployment levels, all of which negatively impacted the multifamily industry and the Company’s business. The outbreak has led governments and other authorities around the world, including federal, state and local authorities in the United States, to impose measures intended to control its spread, including restrictions on freedom of movement and business operations such as travel bans, border closings, business closures, quarantines and shelter-in-place orders.

~~The impact of the COVID-19 pandemic and measures to prevent its spread~~ ~~has negatively impacted and could continue to~~ ~~negatively impact our businesses in a number of ways, including our residents’ ability or willingness to pay rents and the demand for multifamily communities within the markets we operate.~~ In some cases, we have and may continue to restructure residents’ rent obligations, and have not and may, in the future, not do so on terms as favorable to us as those currently in place. In the event of resident nonpayment, default or bankruptcy, we may incur costs in protecting our investment and re-leasing our property. Additionally, local and national authorities may continue to expand and extend certain measures imposing restrictions on our ability to enforce tenants’ contractual rental obligations. ~~The restrictions inhibiting our~~

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employees’ ability to meet with existing and potential residents has disrupted and could in the future further disrupt our ability to lease apartments which has adversely impacted and could continue to adversely impact our rental rate and occupancy levels.

The COVID-19 pandemic has also caused, and is likely to continue to cause, severe economic, market and other disruptions worldwide. We cannot assure you conditions will not continue to deteriorate as a result of the pandemic. In addition, the deterioration of economic conditions as a result of the pandemic may ultimately further decrease occupancy levels and pricing across our portfolio as residents reduce or defer their spending.

The situation surrounding the COVID-19 pandemic continues to evolve and the potential for a material adverse impact on our operational and financial performance increases the longer the virus impacts activities in the United States and globally. For this reason, we are not able at this time to estimate to any degree of certainty the effect COVID-19 may have on our business, results of operations, financial condition, and cash flows, all of which will depend on future developments, including the duration of the outbreak, business and workforce disruptions, and the effectiveness of actions taken to contain and treat the disease.

Moreover, many of the risks described in the risk factors set forth in our 2019 Annual Report on Form 10-K may be more likely to impact us as a result of the COVID-19 pandemic and the responses to curb its spread.2020.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

There were no unregistered sales of our equity securities for the three months ended September 30, ~~2020.~~2021.

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

None

Item 5. Other Information

None

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Item 6. Exhibits


(a) Exhibits

~~3.1~~						First Amendment to Fourth Amended and Restated Bylaws of Camden Property Trust (incorporated by reference to Exhibit 3.1 to the Company's current Report on Form 8-K filed on April 9, 2020 (File No. 1-12110).)
~~4.1~~						~~Form of Camden Property Trust 2.800% Note due 2030. (Incorporated herein by reference to Exhibit 4.5 to Form 8-K filed by Camden Property Trust on April 21, 2020 (File No. 1-12110).)~~
~~4.2~~						~~Form of Camden Property Trust 2.800% Note due 2030. (Incorporated herein by reference to Exhibit 4.6 to Form 8-K filed by Camden Property Trust on April 21, 2020 (File No. 1-12110).)~~
10.1						Form of Distribution Agency Agreement, dated ~~June 4, 2020, between~~August 2, 2021, among Camden Property Trust, ~~and BofA~~Deutsche Bank Securities Inc. and Deutsche Bank AG, London Branch (incorporated by reference to Exhibit 1.1 to the Company's current Report on Form 8-K filed on ~~June 4, 2020~~August 2, 2021 (File No. 1-12110))

10.2						Form of Distribution Agency Agreement, dated ~~June 4, 2020,~~August 2, 2021, between Camden Property Trust and ~~J.P. Morgan~~Regions Securities LLC (incorporated by reference to Exhibit ~~1.1~~1.2 to the Company's current Report on Form 8-K filed on ~~June 4, 2020~~August 2, 2021 (File No. 1-12110))

10.3						Form of Distribution Agency Agreement, dated ~~June 4, 2020, between~~August 2, 2021, among Camden Property Trust, ~~and~~ Scotia Capital (USA) Inc. and The Bank of Nova Scotia (incorporated by reference to Exhibit ~~1.1~~1.3 to the Company's current Report on Form 8-K filed on ~~June 4, 2020~~August 2, 2021 (File No. 1-12110))

10.4						Form of Distribution Agency Agreement, dated ~~June 4, 2020, between~~August 2, 2021, among Camden Property Trust, TD Securities (USA) LLC and ~~SunTrust Robinson Humphrey, Inc.~~The Toronto-Dominion Bank (incorporated by reference to Exhibit ~~1.1~~1.4 to the Company's current Report on Form 8-K filed on ~~June 4, 2020~~August 2, 2021 (File No. 1-12110))
~~10.5~~						Form of Distribution Agency Agreement, dated June 4, 2020, between Camden Property Trust and Wells Fargo Securities, LLC (incorporated by reference to Exhibit 1.1 to the Company's current Report on Form 8-K filed on June 4, 2020 (File No. 1-12110))
*31.1						Certification pursuant to Rule 13a-14(a) of Chief Executive Officer dated ~~July 31, 2020~~October 29, 2021

*31.2						Certification pursuant to Rule 13a-14(a) of Chief Financial Officer dated ~~July 31, 2020~~October 29, 2021

*32.1						Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes – Oxley Act of 2002

*101.INS						XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.

*101.SCH						XBRL Taxonomy Extension Schema Document

*101.CAL						XBRL Taxonomy Extension Calculation Linkbase Document

*101.DEF						XBRL Taxonomy Extension Definition Linkbase Document

*101.LAB						XBRL Taxonomy Extension Label Linkbase Document

*101.PRE						XBRL Taxonomy Extension Presentation Linkbase Document

*104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on our behalf by the undersigned thereunto duly authorized.



						CAMDEN PROPERTY TRUST

/s/ Michael P. Gallagher						October ~~30, 2020~~29, 2021
Michael P. Gallagher						Date
Senior Vice President – Chief Accounting Officer

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(in millions)	Unrealized Gain (Loss) Recognized in Other Comprehensive Income (Loss) (“OCI”) on Derivatives				Location of Gain Reclassified from Accumulated OCI into Income	Amount of Gain (Loss) Reclassified from Accumulated OCI into Income
Derivatives in Cash Flow Hedging Relationships	2020		2019			2020		2019
Interest Rate Swaps	$	0	$	0	Interest expense	$	(0.3)	$	(0.3)


Unconsolidated Community Under Construction
Camden Cypress Creek II (1)
Cypress, TX	234	$	38.0	$	31.8	$	14.6	4Q20	4Q21