Camden Property Trust (CPT) 10-K risk factor changes: FY2015 vs FY2014

| • | regional economic [removed: downturns] [added: downturns, including, but not limited to, business layoffs, downsizing and increased unemployment,] which [removed: affect] [added: may impact] one or more of our geographical markets; and |

As these leases [removed: generally] [added: typically] permit the residents to leave at the end of the lease term without penalty, our rental revenues are impacted by declines in market rents more quickly than if our leases were for longer terms.

Our properties compete directly with other multifamily properties as well as condominiums and [removed: single family] [added: single-family] homes which are available for rent or purchase in the markets in which our properties are located.

If there are subsequent changes in the fair [added: market] value of our land holdings which we determine is less than the carrying basis of our land holdings reflected in our financial statements plus estimated costs to sell, we may be required to take future impairment charges which would reduce our net income.

In [removed: 2015,] [added: 2016,] we expect [added: to incur costs] between approximately [removed: $250] [added: $190] million and [removed: $270] [added: $210] million [removed: will be incurred on] [added: related to] the construction of [removed: 12] [added: eight] consolidated projects.

Additionally, [added: during 2016,] we expect to incur [added: costs] between approximately [removed: $80] [added: $45] million and [removed: $100] [added: $55] million [removed: of costs] related to the start of new development activities and between approximately [removed: $21] [added: $19] million and [removed: $25] [added: $23] million [removed: of additional] [added: related to] redevelopment [removed: expenditures during 2015.][added: of existing properties.]

| • | increased materials [removed: and/or] [added: and] labor costs, problems with contractors or subcontractors, or other costs including those costs due to errors and omissions which occur in the design or construction process; |

These investments involve risks, including the possibility the other joint venture partner [removed: may] [added: may:] have business goals which are inconsistent with ours, possess the ability to take or force action or withhold consent contrary to our requests, or become insolvent and require us to assume and fulfill the joint venture’s financial obligations.

Each joint venture agreement is individually negotiated, and our ability to operate, finance, [removed: and/or] [added: or] dispose of a community in our sole discretion may be limited to varying degrees depending on the terms of the joint venture agreement.

The risks associated with our discretionary funds, which we manage as the general partner and advisor, [removed: include] [added: include, but are not limited to,] the following:

| • | while we have broad discretion to manage the funds and make investment decisions on behalf of the funds, the investors or the [added: funds'] advisory boards must approve certain matters, and as a result we may be unable to [removed: cause the funds to] make certain investments or implement certain decisions [added: on behalf of the funds which] we consider beneficial; |

This competition could increase prices for the type of properties we would likely pursue and adversely affect our ability to acquire these properties or [added: achieve] the [added: expected] profitability of such properties upon acquisition.

Our acquisition activities are subject to a number of risks, [removed: including] [added: including, but not limited to,] the following:

However, some losses, generally of a catastrophic nature, such as losses from [added: floods, hurricanes, or earthquakes, may be subject to coverage limitations.]

The theft, destruction, loss, misappropriation, or release of sensitive [removed: and/or] [added: data,] confidential information or intellectual property, or interference with our information technology systems or the technology systems of third parties on which we rely, could result in business disruption, negative publicity, brand damage, violation of privacy laws, loss of residents, potential liability and competitive disadvantage, any of which could result in a material [added: adverse] effect on our financial condition or results of operations.

We have significant debt, which could have [removed: important] adverse consequences.

As of December 31, [removed: 2014,] [added: 2015,] we had outstanding debt of approximately $2.7 billion.

This indebtedness could have adverse consequences, [removed: including:][added: including, but not limited to:]

The mortgages on our properties subject to secured debt, our unsecured credit [removed: facility,] [added: facilities,] and the indenture under which our unsecured debt was issued, contain customary restrictions, requirements, and other limitations, as well as certain financial and operating covenants including maintenance of certain financial ratios.

As a result, our performance depends in large part on our ability to collect rent from residents, which could be negatively affected by a number of factors, [removed: including] [added: including, but not limited to,] the following:

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 [removed: REIT] [added: adjusted] taxable [removed: income, computed without regard to the dividends paid deduction and our net capital gains.][added: income.]

Our capital requirements depend on numerous factors, including the rental and occupancy rates of our multifamily properties, [added: minimum] dividend [removed: payment rates] [added: requirements] to our equity holders, development, redevelopment and other capital expenditures, costs of operations, and potential acquisitions.

Furthermore, if a property is mortgaged to secure payment of indebtedness and we are unable to meet mortgage payments, the mortgagee could foreclose on the property, appoint a receiver and exercise rights under an assignment of rents and leases, or pursue other [removed: remedies, all with a consequent loss of our revenues and asset value.]

In addition, we have [removed: a revolving] [added: an unsecured] credit facility [added: and an unsecured short-term borrowing facility] bearing interest at [removed: a] variable [removed: rate] [added: rates] on all amounts drawn on the [removed: facility.][added: facilities.]

Moody’s, Fitch, and Standard & Poor's, the major debt rating agencies, routinely evaluate our debt and have given us ratings of Baa1 with [removed: stable] [added: positive] outlook, BBB+ with positive outlook, and BBB+ with stable outlook, respectively, on our senior unsecured debt.

The market price and trading volume of our common shares are subject to fluctuation due to general market conditions, the risks discussed in this report and other matters, [removed: including] [added: including, but not limited to,] the following:

The form, timing [removed: and/or] [added: and] amount of dividend distributions in future periods may vary and be impacted by economic and other considerations.

The form, timing [removed: and/or] [added: and] amount of dividend distributions will be declared at the discretion of our Board of Trust Managers and will depend on actual cash from operations, our financial condition, capital requirements, the annual distribution requirements under the REIT provisions of the Code and other factors as the Board of Trust Managers may consider relevant.

The Board of Trust Managers may modify the form, timing [removed: and/or] [added: and] amount of dividends from time to time.

Potential reforms to Fannie Mae and Freddie Mac could adversely affect us.

There is significant uncertainty surrounding the futures of Fannie Mae and Freddie Mac.

Through their lender originator networks, Fannie Mae and Freddie Mac are significant lenders both to us and to buyers of our properties.

Fannie Mae and Freddie Mac have a mandate to support multifamily housing through their financing activities and any changes to their mandates, further reductions in their size or the scale of their activities, or loss of their key personnel could have a significant impact on us and may, among other things, lead to lower values for our assets and higher interest rates on our borrowings.

Fannie Mae's and Freddie Mac's regulator has set overall volume limits on most of Fannie Mae's and Freddie Mac's lending activities.

The regulator in the future could require Fannie Mae and Freddie Mac to focus more of their lending activities on small borrowers or properties the regulator deems affordable, which may or may not include our assets, which could also adversely impact us.

Additionally, 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.

If a transaction intended to qualify as a Section 1031 Exchange is later determined to be taxable, we may face adverse consequences, and if the laws applicable to such transactions are amended or repealed, we may not be able to dispose of properties on a tax deferred basis.

From time to time we dispose of properties in transactions intended to qualify as Section 1031 Exchanges.

Intermediary agents of Section 1031 Exchange transactions typically handle large sums of money in trusts.

Misappropriation of funds by one of these agents could have a material negative impact on our results of operations.

Additionally, misappropriation of funds could result in the disposal of the property not qualifying for a tax deferred basis and adversely affect our financial condition.

It is also possible the qualification of a transaction as a Section 1031 Exchange could be successfully challenged and determined to be currently taxable.

In such case, our taxable income and earnings and profits would increase, which could increase the dividend income to our shareholders by reducing any return of capital they received.

In some circumstances, we may be required to pay additional dividends or, in lieu of additional dividends, corporate income tax, possibly including interest and penalties.

As a result, we may be required to borrow funds in order to pay additional dividends or taxes and the payment of such taxes could cause us to have less cash available to distribute to our shareholders.

In addition, if a Section 1031 Exchange were later to be determined to be taxable, we may be required to amend our tax returns for the applicable year in question, including any information reports we sent our shareholders.

Litigation risks could affect our business.

As a publicly-traded owner, developer and manager of multifamily properties, we may incur liability based on various conditions at our properties and the buildings thereon, and we also have become and in the future may become involved in legal proceedings, including consumer, employment, tort or commercial litigation, which if decided adversely to or settled by us, and not adequately covered by insurance, could result in liability which is material to our financial condition or results of operations.

Our third-party service providers are primarily responsible for the security of their own information technology environments and in certain instances, we rely significantly on third-party service providers to supply and store our sensitive data in a secure manner.

All of these third parties face risks relating to cybersecurity similar to ours which could disrupt their businesses and therefore adversely impact us.

While we provide guidance and specific requirements in some cases, we do not directly control any of such parties' information technology security operations, or the amount of investment they place in guarding against cybersecurity threats.

Accordingly, we are subject to any flaws in or breaches to their information technology systems or those which they operate for us, which could have a material adverse effect on our financial condition or results of operations.

remedies, all with a consequent loss of our revenues and asset value.

| • | minimum dividend requirements; |

We could be negatively impacted by the elimination of Fannie Mae or Freddie Mac.

Fannie Mae and Freddie Mac are a major source of financing for secured multifamily real estate.

We and other multifamily companies have utilized Fannie Mae and Freddie Mac to finance growth by purchasing or guaranteeing apartment loans.

In May 2014, the U.S. Senate Banking Committee approved legislation to wind down Fannie Mae and Freddie Mac and redesign the U.S. mortgage finance system, which legislation has to date not been acted on in the broader Senate.

A final decision by the government to eliminate Fannie Mae or Freddie Mac or reduce their role in the mortgage market, or otherwise restructure the U.S. mortgage finance system, may adversely affect interest rates, capital availability, and the development and potential sales of multifamily communities.

floods, hurricanes, or earthquakes, may be subject to coverage limitations.

| • | dividend payment rates; |

| • | We have significant debt, which could have [removed: important] adverse consequences; |

| • | The form, timing [removed: and/or] [added: and] amount of dividend distributions in future periods may vary and be impacted by economic and other considerations. |

We are primarily engaged in the ownership, management, development, redevelopment, [removed: acquisition] [added: acquisition,] and construction of multifamily apartment communities.

As of December 31, [removed: 2014,] [added: 2015,] we owned interests in, operated, or were developing [removed: 181] [added: 180] multifamily properties comprised of [removed: 63,163] [added: 62,649] apartment homes across the United States as detailed in the following Property Portfolio table.

Our results for the year ended December 31, [removed: 2014] [added: 2015] reflect an increase in same store revenues of [removed: 4.5%] [added: 5.2%] as compared to [removed: 2013.][added: 2014.]

We believe this increase was due to the continuation of improving economic conditions, including job growth, favorable demographics, a manageable supply of new multifamily [removed: housing] [added: housing,] and [added: in part to] more individuals choosing to rent versus buy as evidenced by the moderating level of homeownership rates, all of which have resulted in higher rental rates and average occupancy levels.

We believe U.S. economic and employment growth is likely to continue during the remainder of [removed: 2015] [added: 2016] and the supply of new multifamily homes, although increasing, will likely remain at manageable levels.

At December 31, [removed: 2014,] [added: 2015,] we had [removed: a total of 13] [added: eight] projects under construction to be comprised of [removed: 4,215] [added: 2,857] apartment homes, [removed: including one development project to be comprised of 266 apartment homes owned by one of the discretionary funds ("the funds") in which we currently have a 31.3% interest,] with initial occupancy scheduled to occur within the next [removed: 28] [added: 23] months.

[removed: Excluding the projects owned by one of the funds, as of December 31, 2014, we] [added: We] estimate the additional cost to complete the construction of [removed: 12] [added: the eight] consolidated projects to be approximately [removed: $371.2] [added: $310.1] million.

[removed: During] [added: Additional cash outflows for] the year ended December 31, [removed: 2014, we acquired] [added: 2014 related to the acquisition of] one operating [removed: property, comprised of 276 apartment homes, located in Atlanta, Georgia] [added: property] for approximately [removed: $62.6] [added: $62.3] million.

[removed: In addition,] [added: The decrease was partially offset by an increase in earnings resulting from] our [added: increase in] ownership [removed: interests] [added: interest] in [added: two of] the funds [removed: were increased] from 20% to 31.3% effective December 23, 2014.

During the year ended December 31, [removed: 2014,] [added: 2015,] we sold [removed: five] [added: three] operating properties comprised of [removed: 1,847] [added: 1,376] apartment homes located in [removed: Atlanta, Georgia, Dallas, Texas, Orlando] [added: Austin, Texas] and [removed: Tampa, Florida] [added: Tampa] and [removed: Charlotte, North Carolina] [added: Brandon, Florida] for approximately [removed: $218.3] [added: $147.4] million and we recognized a gain of approximately [removed: $155.7] [added: $104.0] million relating to these property sales.

Subject to market conditions, we intend to continue to seek opportunities to [removed: develop] [added: develop, redevelop] and acquire existing communities.

We also [removed: intend to continue] [added: expect] to strengthen our capital and liquidity positions 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 [added: one or more of the following:] cash flows generated from operations, draws on our unsecured credit [removed: facility,] [added: facility or other short-term borrowings,] proceeds from property dispositions, the use of debt and equity offerings under our automatic shelf registration statement, equity issued from our ATM program, other unsecured borrowings and secured mortgages.

As of December 31, [removed: 2014,] [added: 2015,] we had approximately [removed: $153.9] [added: $10.6] million in cash and cash equivalents, [removed: no balances] [added: $225.0 million] outstanding on our [removed: $500] [added: $600] million unsecured [removed: line of] credit [added: facility, $19.0 million outstanding on our $40 million unsecured short-term borrowing facility] and, as of the date of this filing, we had common shares having an aggregate offering price of up to $315.3 million remaining available for sale under our 2014 ATM program.

| | December 31, [removed: 2014] [added: 2015] | | | | [added: | |] December 31, [removed: 2013] [added: 2014] | | | [added: | |]

| | Apartment Homes | | [added: |] Properties | | [added: |] Apartment Homes | | [added: |] Properties | [added: |]

| Operating Properties | | | | | | | | [added: | | | |]

| Houston, Texas | 8,434 | | [added: |] 24 | | [removed: 8,752] | [added: 8,434] | [removed: 25] | [added: | 24 | |]

| Washington, D.C. Metro | 6,405 | | [added: |] 19 | | [removed: 6,083] | [added: 6,405] | [removed: 18] | [added: | 19 | |]

| Dallas, Texas | 5,243 | | [added: |] 13 | | [removed: 5,667] | [added: 5,243] | [removed: 14] | [added: | 13 | |]

| Las Vegas, Nevada | 4,918 | | [added: |] 15 | | [added: |] 4,918 | | [added: |] 15 | [added: |]

| Tampa, Florida [removed: (1)] | [removed: 4,880] [added: 3,788] | | [removed: 11] | [added: 9] | [removed: 5,108] | | [removed: 12] [added: 4,880] | [added: | | 11 | |]

| Atlanta, Georgia | [removed: 3,867] [added: 4,246] | | [removed: 12] | [added: 13] | [removed: 3,943] | | [added: 3,867 | | |] 12 | [added: |]

| Orlando, Florida | 3,540 | | [added: |] 9 | | [removed: 3,676] | [added: 3,540] | [added: | |] 9 | [added: |]

| Raleigh, North Carolina | 3,054 | | [added: |] 8 | | [added: |] 3,054 | | [added: |] 8 | [added: |]

| Austin, Texas [removed: (2)] | [removed: 3,030] [added: 3,360] | | [removed: 9] | [added: 10] | [added: | |] 3,030 | | [added: |] 9 | [added: |]

| Southeast Florida | 2,781 | | [added: |] 8 | | [removed: 2,520] | [added: 2,781] | [removed: 7] | [added: | 8 | |]

| Charlotte, North Carolina | [removed: 2,487] [added: 2,753] | | [removed: 11] | [added: 12] | [removed: 2,894] | | [removed: 12] [added: 2,487] | [added: | | 11 | |]

| Los Angeles/Orange County, California | [removed: 2,481] [added: 2,784] | | [removed: 6] | [added: 7] | [added: | |] 2,481 | | [added: |] 6 | [added: |]

| Phoenix, Arizona | [removed: 2,315] [added: 2,549] | | [removed: 8] | [added: 9] | [removed: 2,095] | | [removed: 7] [added: 2,315] | [added: | | 8 | |]

| Denver, Colorado | [removed: 1,941] [added: 2,365] | | [removed: 6] | [added: 7] | [added: | |] 1,941 | | [added: |] 6 | [added: |]

| San Diego/Inland Empire, California | 1,665 | | [added: |] 5 | | [added: |] 1,665 | | [added: |] 5 | [added: |]

| Total Operating Properties | [removed: 58,948] [added: 59,792] | | [removed: 168] | [added: 172] | [removed: 59,899] | | [removed: 170] [added: 58,948] | [added: | | 168 | |]

| Properties Under Construction | | | | | | | | [added: | | | |]

| Denver, Colorado | [removed: 691] [added: 267] | | [removed: 2] | [added: 1] | [removed: 424] | | [removed: 1] [added: 691] | [added: | | 2 | |]

| Austin, Texas | [removed: 614] [added: —] | | [removed: 2] | [added: —] | [added: | |] 614 | | [added: |] 2 | [added: |]

| Phoenix, Arizona | [removed: 614] [added: 380] | | [removed: 2] | [added: 1] | [removed: 454] | | [added: 614 | | |] 2 | [added: |]

| Los Angeles/Orange County, California | [removed: 590] [added: 287] | | [removed: 2] | [added: 1] | [added: | |] 590 | | [added: |] 2 | [added: |]

| • | Potential reforms to Fannie Mae and Freddie Mac could adversely affect us; |

| • | Litigation risks could affect our business; |

During the year ended December 31, 2015, we acquired three land parcels comprised of 58.1 acres of land located in Phoenix, Arizona, Los Angeles, California and Gaithersburg, Maryland for approximately $59.1 million.

We also sold two land holdings adjacent to operating properties in Dallas and Houston, Texas for approximately $1.1 million and recognized a gain of approximately $0.3 million.

We expect to strengthen our capital and liquidity positions 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 believe payments on debt maturing in 2016 are manageable at approximately $19.0 million, which represents approximately 0.7% of our total outstanding debt and consists of amounts outstanding under our unsecured short-term borrowing facility.

| | December 31, 2015 | | | | | | December 31, 2014 | | | | |

| | Apartment Homes | | | Properties | | | Apartment Homes | | | Properties | |

| Corpus Christi, Texas | 270 | | | 1 | | | 270 | | | 1 | |

| Camden Ridgecrest | | Austin, TX | | 284 | | | 1/15/2015 |

| Camden Bayside | | Tampa, FL | | 832 | | | 1/30/2015 |

| Camden Providence Lakes | | Brandon, FL | | 260 | | | 10/7/2015 |

| Camden La Frontera | | | | | | |

| Round Rock, TX | 300 | | | 1Q15 | | 2Q15 |

| Camden Lamar Heights | | | | | | |

| Austin, TX | 314 | | | 1Q15 | | 2Q15 |

| Camden Hayden | | | | | | |

| Tempe, AZ | 234 | | | 2Q15 | | 4Q15 |

| | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | |

| Camden Flatirons | | | | | | | | | | | | | |

| Denver, CO | 424 | | | $ | 79.2 | | | 88 | % | | 3Q15 | | 2Q16 |

| Camden Glendale | | | | | | | | | | | | | |

| Glendale, CA | 303 | | | 113.2 | | | | 69 | | | 3Q15 | | 2Q16 |

| Camden Paces | | | | | | | | | | | | | |

| Atlanta, GA | 379 | | | 117.5 | | | | 77 | | | 4Q15 | | 3Q16 |

| Consolidated total | 1,106 | | | $ | 309.9 | | | | | | | | |

| | | | | | | | | | | | | | |

| Camden Southline | | | | | | | | | | | | | |

| Charlotte, NC | 266 | | | $ | 47.2 | | | 91 | % | | 4Q15 | | 1Q16 |

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

At December 31, 2015, we had eight consolidated properties in various stages of construction as follows:

| | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | |

| Camden Chandler (1) Chandler, AZ | 380 | | | $ | 73.0 | | | $ | 66.4 | | | $ | 0.3 | | | 1Q16 | | 4Q16 |

| Camden NoMa II Washington, DC | 405 | | | 115.0 | | | | 45.5 | | | | 45.5 | | | | 4Q17 | | 4Q19 |

| Camden Shady Grove Rockville, MD | 457 | | | 116.0 | | | | 51.4 | | | | 51.4 | | | | 1Q18 | | 4Q19 |

| Consolidated total | 2,857 | | | $ | 735.0 | | | $ | 424.9 | | | $ | 358.4 | | | | | |

| • | We could be negatively impacted by the elimination of Fannie Mae or Freddie Mac; |

Acquisitions

We also acquired two land parcels comprised of 10.5 acres of land located in Houston, Texas and Rockville, Maryland for approximately $39.4 million.

Fund Restructuring

In December 2014, the partnership agreements for each of the funds were amended, resulting in the extension of the term of each fund to December 31, 2026.

We also sold four land holdings comprised of an aggregate of approximately 29.3 acres located adjacent to current operating and development communities in Dallas and Houston, Texas and Atlanta, Georgia for approximately $23.7 million and we recognized a gain of approximately $3.6 million relating to these land sales; we also recognized a $1.2 million impairment charge related to one of the land parcels sold in Dallas, Texas in June 2014, which represented the difference between the land holding's carrying value and the fair value based upon the sales contract.

In February 2014, each of the funds sold an operating property comprised of an aggregate of 558 apartment homes; one of the operating properties was located in San Antonio, Texas and the other operating property was in Houston, Texas.

Our proportionate share of the gains on these two transactions was approximately $3.6 million.

In January 2015, we sold two operating properties comprised of 1,116 apartment homes located in Tampa, Florida and Austin, Texas for approximately $114.4 million.

We believe debt maturing in 2015 is manageable at $251.8 million, which represents approximately 9% of our total outstanding debt and includes scheduled principal amortizations of approximately $1.8 million.

| | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- |

| Other | 1,907 | | 4 | | 2,072 | | 5 |

| Southeast Florida | — | | — | | 261 | | 1 |

| Orlando, Florida | 300 | | 1 | | 300 | | 1 |

| Other | 270 | | 1 | | 510 | | 2 |

| (1) | Includes an operating property consisting of 832 apartment homes which was included in properties held for sale at December 31, 2014. This property was sold in January 2015. |

| (2) | Includes an operating property consisting of 284 apartment homes which was included in properties held for sale at December 31, 2014. This property was sold in January 2015. |

| (3) | Represents the units under construction at December 31, 2013 for Phase IXB of Camden Miramar, our one student housing community, located in Corpus Christi, Texas. |

| | | | | | | |

| --- | --- | --- | --- | --- | --- | --- |

| Camden Fourth Ward | | Atlanta, GA | | 276 | | 10/29/2014 |

During the year ended December 31, 2014, we sold five operating properties, and each of the funds, in which we had a 20% interest at the time of sale, sold one operating property as follows:

| Dispositions of Consolidated Operating Properties | | Location | | Number of Apartment Homes | | Date of Disposition |

| Camden River | | Atlanta, GA | | 352 | | 11/10/2014 |

| Camden Glen Lakes | | Dallas, TX | | 424 | | 11/18/2014 |

| Camden Club | | Orlando, FL | | 436 | | 12/4/2014 |

| Camden Lakeside | | Tampa, FL | | 228 | | 12/9/2014 |

| Camden Pinehurst | | Charlotte, NC | | 407 | | 12/18/2014 |

| Dispositions of Unconsolidated Operating Properties | | Location | | Number of Apartment Homes | | Date of Disposition |

| Camden Braun Station | | San Antonio, TX | | 240 | | 2/12/2014 |

| Camden Piney Point | | Houston, TX | | 318 | | 2/27/2014 |

| Unconsolidated total | | | | 558 | | |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| Camden NoMa | | | | | |

| Washington, DC | 321 | | 2Q14 | | 4Q14 |

| Camden Miramar Phase IXB (1) | | | | | |

| Camden South Capitol | | | | | |

| Washington, DC | 276 | | 3Q13 | | 3Q14 |

The table below provides information about our liabilities sensitive to changes in interest rates as of December 31, [removed: 2014] [added: 2015] and [removed: 2013:][added: 2014.]

| | December 31, [removed: 2014] [added: 2015] | | | | | | | | | | | | | December 31, [removed: 2013] [added: 2014] | | | | | | | | | | | |

We have historically used variable rate indebtedness available under our [removed: revolving] [added: unsecured] credit facility and other short-term borrowings to initially fund acquisitions and our development pipeline.

To the extent we utilize our [removed: revolving] [added: unsecured] credit facility and other short-term borrowings and increase our variable rate indebtedness, our exposure to increases in interest rates will also increase.

Holding other variables constant, a one percentage point variance in interest rates would change the unrealized fair market value of the fixed rate debt by approximately [removed: $140.9] [added: $136.4] million.

The net income attributable to common shareholders and cash flows impact on the next year resulting from a one percentage point variance in interest rates on floating rate debt would be approximately [removed: $2.1] [added: $4.5] million, holding all other variables constant.

Prior year amounts reflect the retrospective application of our adoption of ASU 2015-03 (as supplemented by ASU 2015-15) as more fully described in Note 2, "Summary of Significant Accounting Policies and Recent Accounting Pronouncements," in the notes to Consolidated Financial Statements.

| Fixed rate debt | $ | 2,273.3 | | | 6.0 | | | 4.7 | % | | 83.4 | % | | $ | 2,521.5 | | | 6.4 | | | 4.7 | % | | 92.3 | % |

| Variable rate debt | 451.4 | | | | 3.8 | | | 1.2 | | | 16.6 | | | 209.1 | | | | 5.3 | | | 1.0 | | | 7.7 | |

| Fixed rate debt | $ | 2,533.8 | | | 6.4 | | | 4.6 | % | | 92.4 | % | | $ | 2,319.5 | | | 7.0 | | | 4.7 | % | | 91.7 | % |

| Variable rate debt | 209.7 | | | | 5.4 | | | 1.0 | | | 7.6 | | | 211.3 | | | | 6.4 | | | 1.0 | | | 8.3 | |

We have entered into, and may enter into in the future, interest rate swaps, interest rate caps, and treasury locks to protect ourselves against fluctuations in the rates of our floating rate debt or future debt issuances.

In connection with the repayment of the $500 million loan in June 2011, we discontinued the hedging relationship on the $500 million interest rate swap on May 31, 2011.

Upon repayment of the loan, which eliminated the probable future variable monthly interest payments being hedged, we recognized a non-cash charge of approximately $29.8 million which included the accelerated reclassification of amounts previously recorded in accumulated other comprehensive loss related to this swap.

This interest rate swap matured in October 2012 and settled.

The changes in fair value of this swap were marked to market through earnings in other income and other expense.

During 2012, we recorded a net loss of approximately $0.7 million related to this derivative instrument through the settlement date.

As of December 31, [removed: 2014,] [added: 2015,] we owned interests in, operated, or were developing [removed: 181] [added: 180] multifamily properties comprised of [removed: 63,163] [added: 62,649] apartment homes across the United States.

Of the [removed: 181] [added: 180] properties, [removed: 13] [added: eight] properties were under construction and when completed will consist of a total of [removed: 4,215] [added: 2,857] apartment homes.

We also own land holdings which we may develop into multifamily [removed: apartment] communities in the future.

Subject to market conditions, we intend to continue to [removed: look for] [added: seek] opportunities to [removed: develop] [added: develop, redevelop] and acquire existing communities.

We [removed: continually] [added: 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 [removed: develop.][added: arise.]

We [removed: intend to continue] [added: expect] to [removed: focus on strengthening] [added: strengthen] our capital and liquidity positions by [added: 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 [removed: intend to meet] [added: anticipate meeting] our [added: near-term] liquidity requirements through [added: a combination of one or more of the following:] cash flow generated from operations, [removed: availability under] [added: draws on] our unsecured credit [removed: facility,] [added: facility or other short-term borrowings,] proceeds from property dispositions, the use of debt and equity offerings under our automatic shelf registration statement, equity issued from our at-the-market [added: ("ATM")] share offering program, other unsecured borrowings and secured mortgages.

Our on-site personnel are trained to deliver [removed: high quality] [added: high-quality] services to our residents, and we strive to motivate our on-site employees through incentive compensation arrangements based upon property operational results, rental rate increases, occupancy levels, and level of new leases and lease renewals achieved.

We have entered into, and may continue in the future to enter into, joint ventures [added: or partnerships, including limited liability companies,] through which we own an indirect economic interest [removed: of] [added: in] less than 100% of the community or land owned directly by the joint [removed: venture.][added: venture or partnership.]

We currently have [removed: two] [added: three] discretionary investment funds (the “funds”), [removed: both] [added: two] of which are closed to future [removed: investments.][added: investments, and the third of which we formed in March 2015 for future multifamily investments of up to $450 million.]

At December 31, [removed: 2014,] [added: 2015,] we had approximately [removed: 1,780] [added: 1,750] employees, including executive, administrative, and community personnel.

As of December 31, [removed: 2014,] [added: 2015,] we met the qualification of a REIT under Sections 856-860 of the Internal Revenue Code of 1986, as amended (the “Code”).

Additionally, the investors in the funds have agreed to the terms of a new fund, in which our investment will be 20%, for additional multifamily investments of up to $450 million (including leverage of approximately 70% of the estimated value of the underlying real estate), although there can be no assurance we will consummate this transaction.

For the fiscal year ended December 31, [removed: 2014][added: 2015]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate [removed: Web site,] [added: website,] if any, every Interactive Data File required to be submitted and posted 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 and post such files).

The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant was [removed: $6,016,759,052] [added: $6,381,496,192] based on a June 30, [removed: 2014] [added: 2015] share price of [removed: $71.15.][added: $74.28.]

On February [removed: 13, 2015, 86,718,520] [added: 12, 2016, 86,927,591] common shares of the registrant were outstanding, net of treasury shares and shares held in our deferred compensation arrangements.

Portions of the registrant's Proxy Statement in connection with its Annual Meeting of Shareholders to be held May [removed: 8, 2015] [added: 13, 2016] are incorporated by reference in Part III.

| Item 1. | [removed: [Business](#sCABBA2686DC2B574A7697CC93610D907)] [added: [Business](#sF62ED6E0B29D500DAD2B6D467B97F881)] | [removed: [1](#sCABBA2686DC2B574A7697CC93610D907)] [added: [1](#sF62ED6E0B29D500DAD2B6D467B97F881)] |

| Item 1A. | [Risk [removed: Factors](#s56E84387CA2AA19DD7737CC9362F71A3)] [added: Factors](#sDD5E030416FE5A1EB371F31D8623E0F7)] | [removed: [3](#s56E84387CA2AA19DD7737CC9362F71A3)] [added: [3](#sDD5E030416FE5A1EB371F31D8623E0F7)] |

| Item 1B. | [Unresolved Staff [removed: Comments](#s36D0787A5DCE4E4043727CC9366E45EA)] [added: Comments](#sCF783A1C167D50C9AFB7A913B0347C0D)] | [removed: [8](#s36D0787A5DCE4E4043727CC9366E45EA)] [added: [8](#sCF783A1C167D50C9AFB7A913B0347C0D)] |

| Item 2. | [removed: [Properties](#s05C0CB859B69FFC18E967CC8FB9F1212)] [added: [Properties](#sB0B4D38DACF95A38BCD092CBB0A9C22F)] | [removed: [8](#s05C0CB859B69FFC18E967CC8FB9F1212)] [added: [9](#sB0B4D38DACF95A38BCD092CBB0A9C22F)] |

| Item 3. | [Legal [removed: Proceedings](#s6573C413059A0C7988917CC936BCD0BD)] [added: Proceedings](#sAAA2885830E85D888E74FD2C043B64F0)] | [removed: [13](#s6573C413059A0C7988917CC936BCD0BD)] [added: [14](#sAAA2885830E85D888E74FD2C043B64F0)] |

| Item 4. | [Mine Safety [removed: Disclosures](#s0377175053C1D3CAB0457CC936DB5B8C)] [added: Disclosures](#s34BD3CF37D3B5512A5728FAF46933E07)] | [removed: [13](#s0377175053C1D3CAB0457CC936DB5B8C)] [added: [14](#s34BD3CF37D3B5512A5728FAF46933E07)] |

| Item 5. | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#s8EC1C39C6CD029A6CBEF7CC937389D02)] [added: Securities](#s374A114160E4570FAF89B02D94D5A1D1)] | [removed: [14](#s8EC1C39C6CD029A6CBEF7CC937389D02)] [added: [15](#s374A114160E4570FAF89B02D94D5A1D1)] |

| Item 6. | [Selected Financial [removed: Data](#s21A849AD3BD58FA900627CC8FF678921)] [added: Data](#sA8F115D5E3085D4AB2A2DB1206326B12)] | [removed: [17](#s21A849AD3BD58FA900627CC8FF678921)] [added: [18](#sA8F115D5E3085D4AB2A2DB1206326B12)] |

| Item 7. | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#s3C432B44F041563070397CC8F89391BB)] [added: Operations](#sA572988F48AA5CD58E7745E98FEB3185)] | [removed: [19](#s3C432B44F041563070397CC8F89391BB)] [added: [20](#sA572988F48AA5CD58E7745E98FEB3185)] |

| Item 7A. | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#s27B77A6F682CC21C25EF7CC938ED6FDC)] [added: Risk](#sF73586D2556A53128298D44EE76C311F)] | [removed: [38](#s27B77A6F682CC21C25EF7CC938ED6FDC)] [added: [39](#sF73586D2556A53128298D44EE76C311F)] |

| Item 8. | [Financial Statements and Supplementary [removed: Data](#s815585793DAEB3CF77817CC938FD1BDF)] [added: Data](#s9F23A0A4D7AB5832881B67603EA8D303)] | [removed: [38](#s815585793DAEB3CF77817CC938FD1BDF)] [added: [39](#s9F23A0A4D7AB5832881B67603EA8D303)] |

| Item 9. | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#s3706F6D8B5CD807D64B87CC9392C50E2)] [added: Disclosure](#s749FC9E063405D839B8688E2D6029138)] | [removed: [39](#s3706F6D8B5CD807D64B87CC9392C50E2)] [added: [39](#s749FC9E063405D839B8688E2D6029138)] |

| Item 9A. | [Controls and [removed: Procedures](#sF0B5D70D555C99B25C2E7CC9395ABAC4)] [added: Procedures](#s6D859F990EB9521ABE9B6EF238AE79B1)] | [removed: [39](#sF0B5D70D555C99B25C2E7CC9395ABAC4)] [added: [39](#s6D859F990EB9521ABE9B6EF238AE79B1)] |

| Item 9B. | [Other [removed: Information](#s9A667576A0F214180DE47CC939A8E20D)] [added: Information](#s56C28C2EA479589A854996E2D05D5F84)] | [removed: [42](#s9A667576A0F214180DE47CC939A8E20D)] [added: [43](#s56C28C2EA479589A854996E2D05D5F84)] |

| [PART [removed: III](#sE31C6A06F528FD0751A07CC939C87BF8)] [added: III](#s34D2D6B3308D568598A6B80A52D4A687)] | | |

| Item 10. | [Directors, Executive Officers and Corporate [removed: Governance](#sCC7C84B8FD2306F396EC7CC939F6C4E3)] [added: Governance](#sB40A6815C5C352B29553508E5A600546)] | [removed: [42](#sCC7C84B8FD2306F396EC7CC939F6C4E3)] [added: [43](#sB40A6815C5C352B29553508E5A600546)] |

| Item 11. | [Executive [removed: Compensation](#sD57C7331F124423CFDD47CC93A256FE4)] [added: Compensation](#s125FE24728A9582F89C3EA48B569FBCF)] | [removed: [42](#sD57C7331F124423CFDD47CC93A256FE4)] [added: [43](#s125FE24728A9582F89C3EA48B569FBCF)] |

| Item 12. | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#s1F3AE4FFDF1EFE061F6D7CC900BE295F)] [added: Matters](#sC0DB3DF7693351A2BD07D7859E77C593)] | [removed: [42](#s1F3AE4FFDF1EFE061F6D7CC900BE295F)] [added: [43](#sC0DB3DF7693351A2BD07D7859E77C593)] |

| Item 13. | [Certain Relationships and Related Transactions, and Director [removed: Independence](#s523FD7BE0AB69E31C8707CC93A732E8E)] [added: Independence](#s9D16002050A05CD8BC1AB0C409EF1210)] | [removed: [42](#s523FD7BE0AB69E31C8707CC93A732E8E)] [added: [43](#s9D16002050A05CD8BC1AB0C409EF1210)] |

| Item 14. | [Principal Accounting Fees and [removed: Services](#s8DA5867BD030D5C99E7A7CC93AA2E9BA)] [added: Services](#sED8BB6D1802B5B5C8D1A1EB14A06D3FB)] | [removed: [43](#s8DA5867BD030D5C99E7A7CC93AA2E9BA)] [added: [44](#sED8BB6D1802B5B5C8D1A1EB14A06D3FB)] |

| Item 15. | [Exhibits and Financial Statement [removed: Schedules](#s1FC60A4A3FBAD709EAD57CC93AF06E51)] [added: Schedules](#s6C39209397DF5181BF670748E710554B)] | [removed: [43](#s1FC60A4A3FBAD709EAD57CC93AF06E51)] [added: [44](#s6C39209397DF5181BF670748E710554B)] |

10-K 1 cpt12312015-10k.htm 10-K

| [PART I](#sD4B8B0471EFD59179234145201F087AC) | | |

| [PART II](#sE21095E06924573E8460B9C46BEB8BD8) | | |

| [PART IV](#s332C11AD153B5A2EB688F01CA299E7F9) | | |

| [SIGNATURES](#sA67058341413562DA23A5A35C383A6E0) | | [49](#sA67058341413562DA23A5A35C383A6E0) |

10-K 1 cpt12312014-10k.htm 10-K

| [PART I](#s2797F9E5BE8191F5AE167CC935E10ACB) | | |

| [PART II](#sC0EDB66551DA7172C3DC7CC9370ADB97) | | |

| [PART IV](#s2B2BDE031068104E99157CC93AC17168) | | |

| [SIGNATURES](#s55418C1915EA4701E2FB7CC9010CD5E9) | | [48](#s55418C1915EA4701E2FB7CC9010CD5E9) |

The [removed: 168] [added: 172] operating properties in which we owned interests and operated at December 31, [removed: 2014] [added: 2015] averaged [removed: 945] [added: 949] square feet of living area per apartment home.

For the year ended December 31, [removed: 2014,] [added: 2015,] no single operating property accounted for greater than 1.7% of our total revenues.

Our operating properties had a weighted average occupancy rate of approximately 96% [removed: and 95%] for [added: each of] the years ended December 31, [removed: 2014] [added: 2015] and [removed: 2013, respectively,] [added: 2014,] and an average [removed: annual] [added: monthly] rental revenue per apartment home of [removed: $1,230] [added: $1,302] and [removed: $1,157] [added: $1,230] for the years ended December 31, [removed: 2014] [added: 2015] and [removed: 2013,] [added: 2014,] respectively.

At December 31, [removed: 2014, 148] [added: 2015, 152] of our operating properties had over 200 apartment homes, with the largest having 1,005 apartment homes.

Our operating properties have an average age of 12 [removed: years (calculated on the basis of investment dollars).][added: years.]

The following table sets forth information with respect to our [removed: 168] [added: 172] operating properties at December 31, [removed: 2014:][added: 2015:]

| Property and Location | | Year Placed in Service | | Average Apartment Size (Sq. Ft.) | | | Number of Apartments | | [removed: 2014] [added: 2015] Average Occupancy (1) | | | [removed: 2014] [added: 2015] Average Monthly Rental Rate per Apartment (2) | | |

| Camden Copper Square | | 2000 | | 786 | | | 332 | | [removed: 96.1] [added: 95.5] | % | | $ | [removed: 958] [added: 1,035] | |

| Camden Foothills (3) | | 2014 | | 1,032 | | | 220 | | [removed: Lease-up] [added: 93.7] | | | [removed: 1,582] [added: 1,422] | | |

| Camden Legacy | | 1996 | | 1,067 | | | 428 | | [removed: 95.1] [added: 95.3] | | | [removed: 1,044] [added: 1,095] | | |

| Camden Montierra | | 1999 | | 1,071 | | | 249 | | [removed: 95.0] [added: 96.4] | | | [removed: 1,182] [added: 1,236] | | |

| Camden Pecos Ranch | | 2001 | | 924 | | | 272 | | [removed: 94.6] [added: 96.1] | | | [removed: 910] [added: 951] | | |

| Camden San Marcos | | 1995 | | 984 | | | 320 | | [removed: 94.1] [added: 95.5] | | | [removed: 1,057] [added: 1,097] | | |

| Camden San Paloma | | 1993/1994 | | 1,042 | | | 324 | | [removed: 95.7] [added: 96.2] | | | [removed: 1,048] [added: 1,107] | | |

| Camden Sotelo | | 2008/2012 | | 1,303 | | | 170 | | [removed: 92.0] [added: 93.2] | | | [removed: 1,461] [added: 1,455] | | |

| Camden Crown Valley | | 2001 | | 1,009 | | | 380 | | [removed: 96.0] [added: 95.0] | | | [removed: 1,763] [added: 1,856] | | |

| Camden Harbor View | | 2004 | | 975 | | | 538 | | [removed: 96.1] [added: 96.2] | | | [removed: 2,120] [added: 2,269] | | |

| Camden Main [removed: &] [added: and] Jamboree [removed: (4)] [added: (5)] | | 2008 | | 1,011 | | | 290 | | [removed: 96.4] [added: 97.0] | | | [removed: 1,913] [added: 1,962] | | |

| Camden Martinique | | 1986 | | 794 | | | 714 | | [removed: 95.5] [added: 94.1] | | | [removed: 1,491] [added: 1,584] | | |

| Camden Parkside | | 1972 | | 836 | | | 421 | | [removed: 87.4] [added: 96.1] | | | [removed: 1,431] [added: 1,478] | | |

| Camden Sea Palms | | 1990 | | 891 | | | 138 | | [removed: 97.1] [added: 96.4] | | | [removed: 1,645] [added: 1,747] | | |

| Camden Landmark | | 2006 | | 982 | | | 469 | | [removed: 95.0] [added: 95.3] | | | [removed: 1,375] [added: 1,423] | | |

| Camden Old Creek | | 2007 | | 1,037 | | | 350 | | [removed: 96.6] [added: 96.9] | | | [removed: 1,712] [added: 1,803] | | |

| Camden Sierra at Otay Ranch | | 2003 | | 962 | | | 422 | | [removed: 94.5] [added: 95.7] | | | [removed: 1,599] [added: 1,702] | | |

| Camden Tuscany | | 2003 | | 896 | | | 160 | | [removed: 95.8] [added: 96.7] | | | [removed: 2,216] [added: 2,339] | | |

| Camden Vineyards | | 2002 | | 1,053 | | | 264 | | [removed: 95.5] [added: 96.2] | | | [removed: 1,286] [added: 1,383] | | |

| Camden Belleview Station | | 2009 | | 888 | | | 270 | | [removed: 95.2] [added: 94.8] | | | [removed: 1,242] [added: 1,327] | | |

| Camden Caley | | 2000 | | 925 | | | 218 | | [removed: 95.2] [added: 97.3] | | | [removed: 1,171] [added: 1,259] | | |

| Camden Denver West | | 1997 | | 1,015 | | | 320 | | [removed: 96.3] [added: 95.4] | | | [removed: 1,360] [added: 1,476] | | |

| Camden Highlands Ridge | | 1996 | | 1,149 | | | 342 | | [removed: 94.7] [added: 95.3] | | | [removed: 1,405] [added: 1,509] | | |

| Camden Interlocken | | 1999 | | 1,010 | | | 340 | | [removed: 96.2] [added: 96.7] | | | [removed: 1,325] [added: 1,401] | | |

| Camden Lakeway | | 1997 | | 932 | | | 451 | | [removed: 95.7] [added: 96.2] | | | [removed: 1,179] [added: 1,306] | | |

| Camden Ashburn Farm | | 2000 | | 1,062 | | | 162 | | [removed: 95.5] [added: 96.2] | | | [removed: 1,511] [added: 1,508] | | |

| Camden Clearbrook | | 2007 | | 1,048 | | | 297 | | [removed: 96.0] [added: 94.2] | | | [removed: 1,378] [added: 1,382] | | |

| Camden College Park [removed: (4)] [added: (5)] | | 2008 | | 942 | | | 508 | | [removed: 94.7] [added: 93.6] | | | [removed: 1,576] [added: 1,546] | | |

| Camden Dulles Station | | 2009 | | 978 | | | 382 | | [removed: 95.7] [added: 96.5] | | | [removed: 1,620] [added: 1,617] | | |

| Camden Fair Lakes | | 1999 | | 1,056 | | | 530 | | [removed: 96.2] [added: 96.6] | [added: %] | | [removed: 1,689] [added: $] | [added: 1,688] | |

| Camden Fairfax Corner | | 2006 | | 934 | | | 489 | | [removed: 95.4] [added: 95.7] | | | [removed: 1,739] [added: 1,740] | | |

| Camden Fallsgrove | | 2004 | | 996 | | | 268 | | [removed: 95.3] [added: 94.7] | | | [removed: 1,719] [added: 1,742] | | |

| Camden Grand Parc | | 2002 | | 674 | | | 105 | | [removed: 96.3] [added: 96.4] | [removed: %] | | [removed: $] [added: 2,400] | [removed: 2,422] | |

| 2011-2015 | 22 |

| 2006-2010 | 38 |

| 2001-2005 | 31 |

| 1996-2000 | 47 |

| 1991-1995 | 17 |

| 1986-1990 | 12 |

| Prior to 1986 | 5 |

| Camden Hayden (3) | | 2015 | | 1,043 | | | 234 | | 92.0 | | | 1,486 | | |

| Camden Glendale (4) | | 2015 | | 882 | | | 303 | | Lease-up | | | 2,365 | | |

| Camden Flatirons (4) | | 2015 | | 960 | | | 424 | | Lease-up | | | 1,425 | | |

| Property and Location | | Year Placed in Service | | Average Apartment Size (Sq. Ft.) | | | Number of Apartments | | 2015 Average Occupancy (1) | | | 2015 Average Monthly Rental Rate per Apartment (2) | | |

| Property and Location | | Year Placed in Service | | Average Apartment Size (Sq. Ft.) | | | Number of Apartments | | 2015 Average Occupancy (1) | | | 2015 Average Monthly Rental Rate per Apartment (2) | | |

| Camden Paces (4) | | 2015 | | 1,407 | | | 379 | | Lease-up | | | 2,533 | | |

| Property and Location | | Year Placed in Service | | Average Apartment Size (Sq. Ft.) | | | Number of Apartments | | 2015 Average Occupancy (1) | | | 2015 Average Monthly Rental Rate per Apartment (2) | | |

| Camden Southline (4) (6) | | 2015 | | 831 | | | 266 | | Lease-up | | | 1,392 | | |

| Camden La Frontera (3) | | 2015 | | 901 | | | 300 | | 95.3 | | | 1,108 | | |

| Camden Lamar Heights (3) | | 2015 | | 838 | | | 314 | | 96.1 | | | 1,332 | | |

| Property and Location | | Year Placed in Service | | Average Apartment Size (Sq. Ft.) | | | Number of Apartments | | 2015 Average Occupancy (1) | | | 2015 Average Monthly Rental Rate per Apartment (2) | | |

| | |

| --- | --- |

| 2010-2014 | 18 |

| 2005-2009 | 36 |

| 2000-2004 | 42 |

| 1995-1999 | 46 |

| 1990-1994 | 10 |

| 1985-1989 | 12 |

| Prior to 1985 | 4 |

| Camden Bayside (7) | | 1987/1989 | | 748 | | | 832 | | 95.3 | | | 841 | | |

| Camden Providence Lakes | | 1996 | | 1,024 | | | 260 | | 96.2 | | | 937 | | |

| Camden Ridgecrest (7) | | 1995 | | 855 | | | 284 | | 95.3 | | | 847 | | |

| (7) | Property was included in properties held for sale at December 31, 2014. We sold this property in January 2015. |

| (8) | Property acquired during 2014. Property had recently completed construction and was stabilized during 2014. Average occupancy was calculated from date at which occupancy exceeded 90% through December 31, 2014. |

In the first quarter of [removed: 2015,] [added: 2016,] the Company's Board of Trust Managers increased the quarterly dividend rate from [removed: $0.66 to] $0.70 [added: to $0.75] per common share.

Assuming similar dividend distributions for the remainder of [removed: 2015,] [added: 2016,] our annualized dividend rate for [removed: 2015] [added: 2016] would be [removed: $2.80.][added: $3.00.]

[removed: ][added: ]

This graph assumes the investment of $100 on December 31, [removed: 2009] [added: 2010] and quarterly reinvestment of dividends.

| Index | [removed: 2010 | | | |] 2011 | | | | 2012 | | | | 2013 | | | | 2014 | | | [added: | 2015 | | |]

As of February [removed: 12, 2015,] [added: 11, 2016,] there were approximately [removed: 447] [added: 432] shareholders of record and approximately [removed: 25,215] [added: 37,571] beneficial owners of our common shares.

In May [removed: 2011,] [added: 2012,] we created an [removed: at-the-market ("ATM")] [added: ATM] share offering program through which we could, but had no obligation to, sell common shares having an aggregate offering price of up to $300 million (the [removed: “2011] [added: "2012] ATM [removed: program”),] [added: program"),] in amounts and at times as we determined, into the existing trading market at current market prices as well as through negotiated transactions.

[removed: During the] year ended December 31, [removed: 2012,] [added: 2014,] we issued approximately [removed: 2.0] [added: 0.2] million common shares at an average price of [removed: $66.01] [added: $76.28] per share for total net consideration of approximately [removed: $128.1 million under the 2011 ATM program.][added: $15.7 million.]

These amounts were used [removed: to redeem all of our outstanding redeemable perpetual preferred units and] for [removed: other] general corporate purposes, which included [removed: funding for development activities, financing of acquisitions,] repayment of [removed: notes payable and borrowings under] [added: outstanding balances on] our [removed: $500 million] unsecured [removed: line of credit.][added: credit facility and short-term borrowings, and funding for development, redevelopment, and capital improvement activities.]

These amounts were used for general corporate purposes, which included [removed: repayment of outstanding balances on our unsecured line of credit and short-term borrowings, and] funding for development, redevelopment, and capital improvement [removed: activities.][added: projects.]

We intend to use the remaining net proceeds from [added: any future sales under] the 2014 ATM program for general corporate purposes, which may include funding for development, [removed: redevelopment] [added: redevelopment,] and capital improvement projects, financing for acquisitions, the redemption or other repurchase of outstanding debt or equity securities, reducing future borrowings under our [removed: $500 million] unsecured [removed: line of credit,] [added: credit facilities,] and the repayment of other indebtedness.

Under this program, we [removed: have] repurchased 4.3 million shares for a total of approximately $230.2 million from April 2007 through December 31, [removed: 2014.][added: 2008 and there have not been any shares repurchased subsequent to that date.]

[removed: The] [added: As of the date of this filing, the] remaining dollar value of our common equity securities authorized to be repurchased under the program was approximately $269.8 [removed: million as of December 31, 2014.][added: million.]

| 2015 Quarters: | | | | | | | | | | | |

| First | $ | 80.92 | | | $ | 72.37 | | | $ | 0.70 | |

| Second | 79.11 | | | | 73.03 | | | | 0.70 | | |

| Third | 81.28 | | | | 69.45 | | | | 0.70 | | |

| Fourth | 79.04 | | | | 73.56 | | | | 0.70 | | |

| Camden Property Trust | $ | 119.25 | | | $ | 135.25 | | | $ | 117.29 | | | $ | 158.15 | | | $ | 170.68 | |

| FTSE NAREIT Equity | 108.29 | | | | 127.85 | | | | 131.01 | | | | 170.49 | | | | 175.94 | | |

| S&P 500 | 102.11 | | | | 118.45 | | | | 156.82 | | | | 178.28 | | | | 180.75 | | |

| Russell 2000 | 95.82 | | | | 111.49 | | | | 154.78 | | | | 162.35 | | | | 155.18 | | |

During the

There were no shares sold during the year ended December 31, 2015 under the 2014 ATM program.

| 2013 Quarters: | | | | | | | | | | | |

| First | $ | 71.47 | | | $ | 68.14 | | | $ | 0.63 | |

| Second | 75.46 | | | | 62.98 | | | | 0.63 | | |

| Third | 73.74 | | | | 60.65 | | | | 0.63 | | |

| Fourth | 66.51 | | | | 56.79 | | | | 0.63 | | |

| Camden Property Trust | $ | 132.48 | | | $ | 157.99 | | | $ | 179.18 | | | $ | 155.39 | | | $ | 209.52 | |

| FTSE NAREIT Equity | 127.96 | | | | 138.57 | | | | 163.60 | | | | 167.63 | | | | 218.16 | | |

| S&P 500 | 115.06 | | | | 117.49 | | | | 136.30 | | | | 180.44 | | | | 205.14 | | |

| Russell 2000 | 126.86 | | | | 121.56 | | | | 141.43 | | | | 196.34 | | | | 205.95 | | |

| MSCI US REIT (RMS) Index | 128.48 | | | | 139.65 | | | | 164.46 | | | | 168.52 | | | | 219.72 | | |

The 2011 ATM program was terminated in the second quarter of 2012, and no further common shares are available for sale under this program.

In May 2012, 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 $300 million (the "2012 ATM program"), in amounts and at times as we

determined, into the existing trading market at current market prices as well as through negotiated transactions.

During the year ended December 31, 2012, we issued approximately 2.6 million common shares at an average price of $67.63 per share for total net consideration of approximately $173.6 million.

During the year ended December 31, 2014, we issued approximately 0.2 million common shares at an average price of $76.28 per share for total net consideration of approximately $15.7 million under the 2014 ATM program which was used for general corporate purposes, which included funding for development and capital improvement projects.

There were no repurchases of our equity securities during the years ended December 31, 2014, 2013 and 2012.

The following table provides selected financial data relating to our historical financial condition and results of operations as of and for each of the years ended December 31, [removed: 2010] [added: 2011] through [removed: 2014.][added: 2015.]

| (in thousands, except per share amounts and property data) | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | | | [removed: 2011] [added: 2012] | | | | [removed: 2010] [added: 2011] | | |

| Total property revenues | $ | [removed: 843,978] [added: 892,928] | | | $ | [removed: 788,851] [added: 843,978] | | | $ | [removed: 698,318] [added: 788,851] | | | $ | [removed: 599,401] [added: 698,318] | | | $ | [removed: 547,756] [added: 599,401] | |

| Total property expenses | [removed: 305,308] [added: 321,716] | | | | [removed: 285,691] [added: 305,308] | | | | [removed: 256,430] [added: 285,691] | | | | [removed: 230,212] [added: 256,430] | | | | [removed: 217,309] [added: 230,212] | | |

| Total non-property income | [removed: 14,611] [added: 7,332] | | | | [removed: 21,197] [added: 14,611] | | | | [removed: 16,407] [added: 21,197] | | | | [removed: 21,395] [added: 16,407] | | | | [removed: 28,337] [added: 21,395] | | |

| Total other expenses | [removed: 415,224] [added: 428,866] | | | | [removed: 392,478] [added: 415,224] | | | | [removed: 373,254] [added: 392,478] | | | | [removed: 352,627] [added: 373,254] | | | | [removed: 353,427] [added: 352,627] | | |

| Income [removed: (loss)] from continuing operations attributable to common shareholders | [removed: 292,089] [added: 249,315] | | | | [removed: 151,594] [added: 292,089] | | | | [removed: 154,116] [added: 151,594] | | | | [removed: 7,383] [added: 154,116] | | | | [removed: (5,357] [added: 7,383] | | [removed: )] |

| Net income attributable to common shareholders | [removed: 292,089] [added: 249,315] | | | | [removed: 336,364] [added: 292,089] | | | | [removed: 283,390] [added: 336,364] | | | | [removed: 49,379] [added: 283,390] | | | | [removed: 23,216] [added: 49,379] | | |

| Earnings [removed: (loss)] per common share from continuing operations: | | | | | | | | | | | | | | | | | | | |

| Basic | $ | [removed: 3.29] [added: 2.77] | | | $ | [removed: 1.70] [added: 3.29] | | | $ | [removed: 1.81] [added: 1.70] | | | $ | [removed: 0.09] [added: 1.81] | | | $ | [removed: (0.08] [added: 0.09] | [removed: )] |

| Diluted | [removed: 3.27] [added: 2.76] | | | | [removed: 1.69] [added: 3.27] | | | | [removed: 1.79] [added: 1.69] | | | | [removed: 0.09] [added: 1.79] | | | | [removed: (0.08] [added: 0.09] | | [removed: )] |

| Basic | $ | [removed: 3.29] [added: 2.77] | | | $ | [removed: 3.82] [added: 3.29] | | | $ | [removed: 3.35] [added: 3.82] | | | $ | [removed: 0.67] [added: 3.35] | | | $ | [removed: 0.33] [added: 0.67] | |

| Diluted | [removed: 3.27] [added: 2.76] | | | | [removed: 3.78] [added: 3.27] | | | | [removed: 3.30] [added: 3.78] | | | | [removed: 0.66] [added: 3.30] | | | | [removed: 0.33] [added: 0.66] | | |

| Distributions declared per common share | $ | [removed: 2.64] [added: 2.80] | | | $ | [removed: 2.52] [added: 2.64] | | | $ | [removed: 2.24] [added: 2.52] | | | $ | [removed: 1.96] [added: 2.24] | | | $ | [removed: 1.80] [added: 1.96] | |

| Total real estate assets, at cost (b) | $ | [removed: 7,485,088] [added: 7,858,354] | | | $ | [removed: 7,114,336] [added: 7,485,088] | | | $ | [removed: 6,749,523] [added: 7,114,336] | | | $ | [removed: 5,875,515] [added: 6,749,523] | | | $ | [removed: 5,675,309] [added: 5,875,515] | |

| [removed: Non-Qualified] [added: Non-qualified] deferred compensation share awards | [removed: 68,134] [added: 79,364] | | | | [removed: 47,180] [added: 68,134] | | | | [removed: —] [added: 47,180] | | | | — | | | | — | | |

| Perpetual preferred units | — | | | | — | | | | — | | | | [removed: 97,925] [added: —] | | | | 97,925 | | |

| Equity | [removed: 2,888,409] [added: 2,892,896] | | | | [removed: 2,760,181] [added: 2,888,409] | | | | [removed: 2,626,708] [added: 2,760,181] | | | | [removed: 1,827,768] [added: 2,626,708] | | | | [removed: 1,757,373] [added: 1,827,768] | | |

| Operating activities | $ | [removed: 418,528] [added: 423,238] | | | $ | [removed: 404,291] [added: 418,528] | | | $ | [removed: 324,267] [added: 404,291] | | | $ | [removed: 244,834] [added: 324,267] | | | $ | [removed: 224,036] [added: 244,834] | |

| Investing activities | [removed: (325,886] [added: (293,308] | | ) | | [removed: (258,985] [added: (325,886] | | ) | | [removed: (527,685] [added: (258,985] | | ) | | [removed: (187,364] [added: (527,685] | | ) | | [removed: 35,150] [added: (187,364] | | [added: )] |

| Financing activities | [added: (273,231 | | ) | |] 43,482 | | | | (154,181 | | ) | | 174,928 | | | | (172,886 | | ) | [removed: | (152,767 | | ) |]

| Funds from operations – diluted [removed: (c)] [added: (d)] | [removed: 378,043] [added: 414,497] | | | | [removed: 368,321] [added: 378,043] | | | | [removed: 313,337] [added: 368,321] | | | | [removed: 207,535] [added: 313,337] | | | | [removed: 194,309] [added: 207,535] | | |

| Number of operating properties (at the end of year) [removed: (d)] [added: (e)] | [removed: 168] [added: 172] | | | | [removed: 170] [added: 168] | | | | [removed: 193] [added: 170] | | | | [removed: 196] [added: 193] | | | | [removed: 186] [added: 196] | | |

| Number of operating apartment homes (at end of year) [removed: (d)] [added: (e)] | [removed: 58,948] [added: 59,792] | | | | [removed: 59,899] [added: 58,948] | | | | [removed: 65,775] [added: 59,899] | | | | [removed: 66,997] [added: 65,775] | | | | [removed: 63,316] [added: 66,997] | | |

| Number of operating apartment homes (weighted average) [removed: (e)] [added: (f)] | [removed: 52,833] [added: 52,006] | | | | [removed: 54,181] [added: 52,833] | | | | [removed: 54,194] [added: 54,181] | | | | [removed: 50,905] [added: 54,194] | | | | [removed: 50,794] [added: 50,905] | | |

| Weighted average monthly total property revenue per apartment home | $ | [removed: 1,331] [added: 1,431] | | | $ | [removed: 1,270] [added: 1,331] | | | $ | [removed: 1,207] [added: 1,270] | | | $ | [removed: 1,142] [added: 1,207] | | | $ | [removed: 1,072] [added: 1,142] | |

| Properties under development (at end of period) | [removed: 13] [added: 8] | | | | [removed: 14] [added: 13] | | | | [removed: 9] [added: 14] | | | | [removed: 10] [added: 9] | | | | [removed: 2] [added: 10] | | |

| [removed: (d)] [added: (e)] | Includes properties held for sale at December 31, 2014, 2012 and 2011. |

| [removed: (e)] [added: (f)] | Excludes apartment homes owned in joint ventures. |

| Total assets (c) | 6,037,612 | | | | 6,043,981 | | | | 5,619,354 | | | | 5,372,666 | | | | 4,610,532 | | |

| Notes payable (c) | 2,724,687 | | | | 2,730,613 | | | | 2,517,979 | | | | 2,497,962 | | | | 2,420,569 | | |

| Adjusted funds from operations – diluted (d) | 350,328 | | | | 318,189 | | | | 301,291 | | | | 250,292 | | | | 153,830 | | |

| (a) | Excludes discontinued operations. See Note 2, "Summary of Significant Accounting Policies and Recent Accounting Pronouncements," and Note 7, "Acquisitions, Dispositions, Impairment, and Discontinued Operations," in the notes to Consolidated Financial Statements for further discussion of discontinued operations. |

| (c) | All periods presented have been changed to reflect our adoption of Accounting Standards Update 2015-03 (“ASU 2015-03”), “Simplifying the Presentation of Debt Issuance Costs” (as supplemented by Accounting Standards Update 2015-15 \[“ASU 2015-15”\], “Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements”) at December 31, 2015, which required retrospective application. |

| (d) | Management considers Funds from Operations (“FFO”) and adjusted FFO ("AFFO") to be appropriate measures of the financial performance of an equity REIT. The National Association of Real Estate Investment Trusts (“NAREIT”) currently defines FFO as net income (computed in accordance with accounting principles generally accepted in the United States of America (“GAAP”)), excluding gains (or losses) associated with previously depreciated operating properties, real estate depreciation and amortization, impairments of depreciable assets, and adjustments for unconsolidated joint ventures. Our calculation of diluted FFO also assumes conversion of all potentially dilutive securities, including certain non-controlling interests, which are convertible into common shares. We consider FFO to be an appropriate supplemental measure of operating performance because, by excluding gains or losses on dispositions of operating properties, and depreciation, FFO can assist in the comparison of the operating performance of a company’s real estate investments between periods or to different companies. AFFO is calculated utilizing FFO less recurring capitalized expenditures which are necessary to help preserve the value of and maintain the functionality at our communities. We also consider AFFO to be a useful supplemental measure because it is frequently used by analysts and investors to evaluate a REIT's operating performance between periods or different companies. Our definition of recurring capital expenditures may differ from other REITs, and there can be no assurance our basis for computing this measure is comparable to other REITs. To facilitate a clear understanding of our consolidated historical operating results, we believe FFO and AFFO should be examined in conjunction with net income attributable to common shareholders as presented in the consolidated statements of income and comprehensive income and data included elsewhere in this report. FFO and AFFO are not defined by GAAP and should not be considered alternatives to net income attributable to common shareholders as an indication of our operating performance. Additionally, FFO and AFFO as disclosed by other REITs may not be comparable to our calculation. See "Funds from Operations and Adjusted FFO" in Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations" for reconciliations of net income attributable to common shareholders to FFO and AFFO. |

| | |

| --- | --- |

| Total assets | 6,056,907 | | | | 5,632,141 | | | | 5,385,172 | | | | 4,622,075 | | | | 4,699,737 | | |

| Notes payable | 2,743,539 | | | | 2,530,766 | | | | 2,510,468 | | | | 2,432,112 | | | | 2,563,754 | | |

| (a) | Excludes discontinued operations. |

| (c) | Management considers Funds from Operations (“FFO”) to be an appropriate measure of the financial performance of an equity REIT. The National Association of Real Estate Investment Trusts (“NAREIT”) currently defines FFO as net income (computed in accordance with accounting principles generally accepted in the United States of America |

(“GAAP”)), excluding gains (or losses) associated with the sale of previously depreciated operating properties, real estate depreciation and amortization, impairments of depreciable assets, and adjustments for unconsolidated joint ventures.

Our calculation of diluted FFO also assumes conversion of all potentially dilutive securities, including certain non-controlling interests, which are convertible into common shares.

We consider FFO to be an appropriate supplemental measure of operating performance because, by excluding gains or losses on dispositions of operating properties and excluding depreciation, FFO can assist in the comparison of the operating performance of a company’s real estate between periods or as compared to different companies.

See "Funds from Operations" in Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations" for a reconciliation of net income attributable to common shareholders to FFO.

[removed: Based on the evaluation, the Chief Executive] Officer [removed: 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 communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Management assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2014.][added: 2015.]

Based on our assessment, management concluded our internal control over financial reporting is effective as of December 31, [removed: 2014.][added: 2015.]

We have audited the internal control over financial reporting of Camden Property Trust and subsidiaries (the “Company”) as of December 31, [removed: 2014,] [added: 2015,] based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2014,] [added: 2015,] based on the criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements and financial statement [removed: schedule] [added: schedules] as of and for the year ended December 31, [removed: 2014] [added: 2015] of the Company and our report dated February [removed: 20, 2015] [added: 19, 2016] expressed an unqualified opinion on those financial statements and financial statement [removed: schedule and included an explanatory paragraph regarding the Company's adoption of a new accounting standard.][added: schedules.]

Based on the evaluation, the Chief Executive Officer and Chief Financial

February 19, 2016

February 19, 2016

February 20, 2015

Information with respect to this Item 10 is incorporated by reference from our Proxy Statement, which we expect to file on or about March [removed: 27, 2015] [added: 24, 2016] in connection with the Annual Meeting of Shareholders to be held May [removed: 8, 2015.][added: 13, 2016.]

Information with respect to this Item 11 is incorporated by reference from our Proxy Statement, which we expect to file on or about March [removed: 27, 2015] [added: 24, 2016] in connection with the Annual Meeting of Shareholders to be held May [removed: 8, 2015.][added: 13, 2016.]

Information with respect to this Item 12 is incorporated by reference from our Proxy Statement, which we expect to file on or about March [removed: 27, 2015] [added: 24, 2016] in connection with the Annual Meeting of Shareholders to be held May [removed: 8, 2015] [added: 13, 2016] to the extent not set forth below.

The following table gives information about the equity compensation plans as of December 31, [removed: 2014.][added: 2015.]

During the second quarter of 2011, our Board of Trust Managers adopted, and [removed: on May 11, 2011] our shareholders approved, the 2011 Share Incentive Plan of Camden Property Trust (as amended, the “2011 Share Plan”).

At December 31, [removed: 2014,] [added: 2015,] approximately [removed: 5.5] [added: 4.6] million fungible units were available under the 2011 Share Plan, which results in approximately [removed: 1.6] [added: 1.3] million common shares which may be granted pursuant to full value awards based on the 3.45 to 1.0 fungible unit to full value award conversion ratio.

| Equity compensation plans approved by security holders | 295,205 | | | $ | 42.49 | | | 1,332,030 | |

| Total | 295,205 | | | $ | 42.49 | | | 1,332,030 | |

| Equity compensation plans approved by security holders | 321,811 | | | $ | 38.97 | | | 1,596,215 | |

| Total | 321,811 | | | $ | 38.97 | | | 1,596,215 | |

Information with respect to this Item 13 is incorporated herein by reference from our Proxy Statement, which we expect to file on or about March [removed: 27, 2015] [added: 24, 2016] in connection with the Annual Meeting of Shareholders to be held May [removed: 8, 2015.][added: 13, 2016.]

Information with respect to this Item 14 is incorporated herein by reference from our Proxy Statement, which we expect to file on or about March [removed: 27, 2015] [added: 24, 2016] in connection with the Annual Meeting of Shareholders to be held May [removed: 8, 2015.][added: 13, 2016.]

| [Report of Independent Registered Public Accounting [removed: Firm](#sA59EE949CD8BD49B0E6E7CC93B4EEAA6)] [added: Firm](#s2D5CE40CA8C455AD8F0DE4FEF6132A24)] | [removed: [F-1](#sA59EE949CD8BD49B0E6E7CC93B4EEAA6)] [added: [F-1](#s2D5CE40CA8C455AD8F0DE4FEF6132A24)] |

| [Consolidated Balance Sheets as of December 31, [removed: 2014] [added: 2015] and [removed: 2013](#s4CD34FB798F3707A823F7CC8D6D17AE5)] [added: 2014](#s9C323799F1DC5EFCBCFD5D8A3D4263E3)] | [removed: [F-2](#s4CD34FB798F3707A823F7CC8D6D17AE5)] [added: [F-2](#s9C323799F1DC5EFCBCFD5D8A3D4263E3)] |

| [Consolidated Statements of Income and Comprehensive Income for the Years Ended December 31, [added: 2015,] 2014, [removed: 2013,] and [removed: 2012](#s20B229BF8E6745FC8EAF7CC8D77D8BEF)] [added: 2013](#s47035458559B502AA612EB51BA8EC25B)] | [removed: [F-3](#s20B229BF8E6745FC8EAF7CC8D77D8BEF)] [added: [F-3](#s47035458559B502AA612EB51BA8EC25B)] |

| [Consolidated Statements of Equity [removed: and Perpetual Preferred Units] for the Years Ended December 31, [added: 2015,] 2014, [removed: 2013,] and [removed: 2012](#sD72CA86E115E4F5C559B7CC8D9125D5C)] [added: 2013](#s56BBDC39DF7059CC84D0249D1C77753A)] | [removed: [F-5](#sD72CA86E115E4F5C559B7CC8D9125D5C)] [added: [F-5](#s56BBDC39DF7059CC84D0249D1C77753A)] |

| [Consolidated Statements of Cash Flows for the Years Ended December 31, [added: 2015,] 2014, [removed: 2013,] and [removed: 2012](#sE9E0357E5C3413B04EDB7CC8D8577B79)] [added: 2013](#sBE7D1F73E08D5D70B411DB55C648FFD0)] | [removed: [F-7](#sE9E0357E5C3413B04EDB7CC8D8577B79)] [added: [F-7](#sBE7D1F73E08D5D70B411DB55C648FFD0)] |

| [Notes to Consolidated Financial [removed: Statements](#s3BC3064107DF14731E9E7CC93C577B66)] [added: Statements](#sAE687613A7F05FE2BB868EB8F6D98569)] | [removed: [F-9](#s3BC3064107DF14731E9E7CC93C577B66)] [added: [F-9](#sAE687613A7F05FE2BB868EB8F6D98569)] |

| [Schedule III – Real Estate and Accumulated [removed: Depreciation](#sDAAB23EB0FE1BE53B63C7CC8D6452C81)] [added: Depreciation](#sC091B0481E4F5CB7BD3D689BE44BD5B0)] | [removed: [S-1](#sDAAB23EB0FE1BE53B63C7CC8D6452C81)] [added: [S-1](#sC091B0481E4F5CB7BD3D689BE44BD5B0)] |

| 4.6 | | Form of Camden Property Trust [removed: 5.00%] [added: 5.700%] Note due [removed: 2015] [added: 2017] | | Exhibit [removed: 4.2] [added: 4.3] to Form 8-K filed on [removed: June] [added: May] 7, [removed: 2005] [added: 2007] |

| 4.7 | | Form of Camden Property Trust [removed: 5.700%] [added: 4.625%] Note due [removed: 2017] [added: 2021] | | Exhibit [removed: 4.3] [added: 4.4] to Form 8-K filed on May [removed: 7, 2007] [added: 31, 2011] |

| 4.8 | | Form of Camden Property Trust [removed: 4.625%] [added: 2.95%] Note due [removed: 2021] [added: 2022] | | Exhibit 4.4 to Form 8-K filed on [removed: May 31, 2011] [added: December 7, 2012] |

| 4.9 | | Form of Camden Property Trust [removed: 2.95%] [added: 4.875%] Note due [removed: 2022] [added: 2023] | | Exhibit [removed: 4.4] [added: 4.5] to Form 8-K filed on [removed: December 7, 2012] [added: May 31, 2011] |

| 4.10 | | Form of Camden Property Trust [removed: 4.875% Note] [added: 4.250% Notes] due [removed: 2023] [added: 2024] | | Exhibit [removed: 4.5] [added: 4.1] to Form 8-K filed on [removed: May 31, 2011] [added: December 2, 2013] |

| 4.11 | | Form of Camden Property Trust [removed: 4.250%] [added: 3.50%] Notes due 2024 | | Exhibit 4.1 to Form 8-K filed on [removed: December 2, 2013] [added: September 12, 2014] |

| [removed: 10.23] [added: 10.22] | | Amended and Restated 1993 Share Incentive Plan of Camden Property Trust | | Exhibit 10.18 to Form 10-K for the year ended December 31, 1999 |

| [removed: 10.24] [added: 10.23] | | Amended and Restated Camden Property Trust 1999 Employee Share Purchase Plan | | Exhibit 10.1 to Form 10-Q for the quarter ended June 30, 2014 |

| [removed: 10.25] [added: 10.24] | | Amended and Restated 2002 Share Incentive Plan of Camden Property Trust | | Exhibit 10.1 to Form 10-Q for the quarter ended March 31, 2002 |

| [removed: 10.26] [added: 10.25] | | Amendment to Amended and Restated 2002 Share Incentive Plan of Camden Property Trust | | Exhibit 99.1 to Form 8-K filed on May 4, 2006 |

| [removed: 10.27] [added: 10.26] | | Amendment to Amended and Restated 2002 Share Incentive Plan of Camden Property Trust, effective as of January 1, 2008 | | Exhibit 99.1 to Form 8-K filed on July 29, 2008 |

| [removed: 10.28] [added: 10.27] | | Camden Property Trust 2011 Share Incentive Plan, effective as of May 11, 2011 | | Exhibit 99.1 to Form 8-K filed on May 12, 2011 |

| [removed: 10.29] [added: 10.28] | | Amendment No. 1 to 2011 Share Incentive Plan of Camden Property Trust, dated as of July 31, 2012 | | Exhibit 99.1 to Form 8-K filed on August 6, 2012 |

| [removed: 10.30] [added: 10.29] | | Amendment No. 2 to the 2011 Share Incentive Plan of Camden Property Trust, dated as of July 30, 2013 | | Exhibit 99.1 to Form 8-K filed on August 5, 2013 |

| February [removed: 20, 2015] [added: 19, 2016] | | | | CAMDEN PROPERTY TRUST | | |

| /s/ Richard J. Campo | | Chairman of the Board of Trust | | February [removed: 20, 2015] [added: 19, 2016] |

| /s/ D. Keith Oden | | President and Trust Manager | | February [removed: 20, 2015] [added: 19, 2016] |

| /s/ Alexander J. Jessett | | Executive Vice President - Finance, | | February [removed: 20, 2015] [added: 19, 2016] |

| /s/ Michael P. Gallagher | | Senior Vice President - Chief Accounting | | February [removed: 20, 2015] [added: 19, 2016] |

| Scott S. Ingraham | | Trust Manager | | February [removed: 20, 2015] [added: 19, 2016] |

| Lewis A. Levey | | Trust Manager | | February [removed: 20, 2015] [added: 19, 2016] |

| William B. McGuire, Jr. | | Trust Manager | | February [removed: 20, 2015] [added: 19, 2016] |

| F. Gardner Parker | | Trust Manager | | February [removed: 20, 2015] [added: 19, 2016] |

| William F. Paulsen | | Trust Manager | | February [removed: 20, 2015] [added: 19, 2016] |

| Frances Aldrich Sevilla-Sacasa | | Trust Manager | | February [removed: 20, 2015] [added: 19, 2016] |

| Steven A. Webster | | Trust Manager | | February [removed: 20, 2015] [added: 19, 2016] |

| Kelvin R. Westbrook | | Trust Manager | | February [removed: 20, 2015] [added: 19, 2016] |

We have audited the accompanying consolidated balance sheets of Camden Property Trust and subsidiaries (the “Company”) as of December 31, [removed: 2014] [added: 2015] and [removed: 2013,] [added: 2014,] and the related consolidated statements of income and comprehensive income, [removed: equity and perpetual preferred units,] [added: equity,] and cash flows for each of the three years in the period ended December 31, [removed: 2014.][added: 2015.]

Our audits also included the financial statement [removed: schedule] [added: schedules] listed in the Index at Item 15.

These financial statements and financial statement [removed: schedule] [added: schedules] are the responsibility of the Company's management.

Our responsibility is to express an opinion on the financial statements and financial statement [removed: schedule] [added: schedules] based on our audits.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Camden Property Trust and subsidiaries as of December 31, [removed: 2014] [added: 2015] and [removed: 2013,] [added: 2014,] and the results of their operations and their cash flows for each of the three years in the period ended December 31, [removed: 2014,] [added: 2015,] in conformity with accounting principles generally accepted in the United States of America.

Also, in our opinion, such financial statement [removed: schedule,] [added: schedules,] when considered in relation to the basic consolidated financial statements taken as a whole, [removed: presents] [added: present] fairly, in all material respects, the information set forth therein.

| [Schedule IV – Mortgage Loans on Real Estate](#sf3ec7427020741c1b2306cbc33272d33) | [S-3](#sf3ec7427020741c1b2306cbc33272d33) |

| 10.30 | | Amendment No. 3 to the 2011 Share Incentive Plan of Camden Property Trust, dated as of October 28, 2015 | | Exhibit 99.1 to Form 8-K filed on October 29, 2015 |

| 10.48 | | Second Amended and Restated Credit Agreement dated as of August 7, 2015 among Camden Property Trust, Bank of America, N.A., as Administrative Agent, JPMorgan Chase Bank, N.A., as Syndication Agent, Deutsche Bank Securities Inc., PNC Bank National Association, Regions Bank, SunTrust Bank, The Bank of Nova Scotia, U.S. Bank National Association, and Wells Fargo Bank, National Association, as Documentation Agents, Branch Banking and Trust Company, Credit Suisse AG, Cayman Islands Branch, and The Bank of Tokyo-Mitsubishi UFJ, LTD., as Managing Agents, and the other lenders party thereto, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, and J.P. Morgan Securities LLC, as Joint Lead Arrangers and Joint Bookrunners | | Exhibit 99.1 to Form 8-K filed on August 11, 2015 |

| February 19, 2016 |

| (in thousands, except per share amounts) | 2015 | | | | 2014 | | |

| | $ | 7,333,536 | | | $ | 6,893,920 | |

| Other assets, net | 116,260 | | | | 111,962 | | |

| Total assets | $ | 6,037,612 | | | $ | 6,043,981 | |

| Unsecured | $ | 1,824,930 | | | $ | 1,828,485 | |

| Secured | 899,757 | | | | 902,128 | | |

| Total liabilities | $ | 3,065,352 | | | $ | 3,087,438 | |

| Total liabilities and equity | $ | 6,037,612 | | | $ | 6,043,981 | |

| Interest | 97,312 | | | | 94,906 | | | | 99,784 | | |

| Depreciation and amortization | 257,082 | | | | 237,346 | | | | 216,288 | | |

| Income from continuing operations | $ | 258,262 | | | $ | 301,314 | | | $ | 155,616 | |

| Less income allocated to non-controlling interests from continuing operations | (8,947 | | ) | | (9,225 | | ) | | (4,022 | | ) |

| Net income | $ | 258,262 | | | $ | 301,314 | | | $ | 346,291 | |

| Less income allocated to non-controlling interests from continuing operations | (8,947 | | ) | | (9,225 | | ) | | (4,022 | | ) |

| Less income, including gain on sale, allocated to non-controlling interests from discontinued operations | — | | | | — | | | | (5,905 | | ) |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Equity, December 31, 2014 | $ | 976 | | | $ | 3,667,448 | | | $ | (453,777 | ) | | $ | (396,626 | ) | | $ | (2,419 | ) | | $ | 72,807 | | | $ | 2,888,409 | |

| Net income | | | | | | | | | 249,315 | | | | | | | | | | | | 8,947 | | | | 258,262 | | |

| Net share awards | | | | | 13,020 | | | | | | | | 9,305 | | | | | | | | | | | | 22,325 | | |

| Change in classification of deferred compensation plan | | | | | (10,999 | | ) | | | | | | | | | | | | | | | | | | (10,999 | | ) |

| Change in redemption value of non-qualified share awards | | | | | | | | | (3,788 | | ) | | | | | | | | | | | | | | (3,788 | | ) |

| Diversification of share awards within deferred compensation plan | | | | | 2,134 | | | | 1,423 | | | | | | | | | | | | | | | | 3,557 | | |

| Cash distributions declared to equity holders ($2.80 per share) | | | | | | | | | (251,750 | | ) | | | | | | | | | | (5,309 | | ) | | (257,059 | | ) |

| Equity, December 31, 2015 | $ | 976 | | | $ | 3,662,864 | | | $ | (458,577 | ) | | $ | (386,793 | ) | | $ | (1,913 | ) | | $ | 76,339 | | | $ | 2,892,896 | |

| Net income | $ | 258,262 | | | $ | 301,314 | | | $ | 346,291 | |

| Depreciation and amortization | 257,082 | | | | 237,346 | | | | 221,543 | | |

| Other | (11,169 | | ) | | 335 | | | | (1,300 | | ) |

| Other | (2,436 | | ) | | 286 | | | | 710 | | |

See Note 7, "Acquisitions, Dispositions, Impairment, and Discontinued Operations," for discussion of discontinued operations for the year ended December 31, 2013.

The carrying value of our notes receivable, which are included in other assets, net in our consolidated balance sheets, approximates their fair value.

The estimated fair values 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.

Reclassifications.

Certain reclassifications have been made to amounts in prior period financial statements to conform to the current period presentation.

| 4.12 | | Form of Camden Property Trust 3.50% Notes due 2024 | | Exhibit 4.1 to Form 8-K filed on September 12, 2014 |

| 10.22 | | Amended and Restated Limited Liability Company Agreement of Sierra-Nevada Multifamily Investments, LLC, adopted as of June 29, 1998 by Camden Subsidiary, Inc. and TMT-Nevada, L.L.C. | | Exhibit 99.1 to Form 8-K filed on July 15, 1998 |

| 10.48 | | Amended and Restated Credit Agreement dated as of September 22, 2011 among Camden Property Trust, each lender from time to time party thereto, Bank of America, N.A, as Administrative Agent, Swing Line Lender and Letter of Credit Issuer, and JP Morgan Chase Bank, N.A., as Syndication Agent | | Exhibit 99.1 to Form 8-K filed on September 26, 2011 |

| | | | | | | |

| --- | --- | --- | --- | --- | --- | --- |

| February 20, 2015 |

| | $ | 6,893,920 | | | $ | 6,599,615 | |

| Other assets, net | 124,888 | | | | 109,401 | | |

| Total assets | $ | 6,056,907 | | | $ | 5,632,141 | |

| Unsecured | $ | 1,837,911 | | | $ | 1,588,798 | |

| Secured | 905,628 | | | | 941,968 | | |

| Total liabilities | $ | 3,100,364 | | | $ | 2,824,780 | |

| Total liabilities and equity | $ | 6,056,907 | | | $ | 5,632,141 | |

| Interest | 93,263 | | | | 98,129 | | | | 104,246 | | |

| Depreciation and amortization | 235,634 | | | | 214,395 | | | | 194,673 | | |

| Amortization of deferred financing costs | 3,355 | | | | 3,548 | | | | 3,608 | | |

| Gain on acquisition of controlling interest in joint ventures | — | | | | — | | | | 57,418 | | |

| Less income allocated to perpetual preferred units | — | | | | — | | | | (776 | | ) |

| Less write off of original issuance costs of redeemed perpetual preferred units | — | | | | — | | | | (2,075 | | ) |

| Less write off original issuance costs of redeemed perpetual preferred units | — | | | | — | | | | (2,075 | | ) |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Equity, December 31, 2011 | $ | 845 | | | $ | 2,901,024 | | | $ | (690,466 | ) | | $ | (452,003 | ) | | $ | (683 | ) | | $ | 69,051 | | | $ | 1,827,768 | | | $ | 97,925 | |

| Net income | | | | | | | | | 283,390 | | | | | | | | | | | | 7,659 | | | | 291,049 | | | | 2,851 | | |

| Common shares issued (11,192 shares) | 112 | | | | 693,243 | | | | | | | | | | | | | | | | | | | | 693,355 | | | | | | |

| Net share awards | | | | | 1,008 | | | | | | | | 14,138 | | | | | | | | | | | | 15,146 | | | | | | |

| Cash distributions declared to perpetual preferred units | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (776 | | ) |

| Cash distributions declared to equity holders ($2.24 per share) | | | | | | | | | (191,875 | | ) | | | | | | | | | | (7,025 | | ) | | (198,900 | | ) | | | | |

| Redemption of perpetual preferred units | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (100,000 | | ) |

| Equity, December 31, 2013 | $ | 967 | | | $ | 3,596,069 | | | $ | (494,167 | ) | | $ | (410,227 | ) | | $ | (1,106 | ) | | $ | 68,645 | | | $ | 2,760,181 | | | $ | — | |

| Depreciation and amortization | 235,634 | | | | 219,650 | | | | 209,872 | | |

| Gain on acquisition of controlling interest in joint ventures | — | | | | — | | | | (57,418 | | ) |

| Investments in joint ventures | (1,000 | | ) | | (1,886 | | ) | | (7,006 | | ) |

| Other | 1,335 | | | | 586 | | | | (4,050 | | ) |

| Redemption of perpetual preferred units | — | | | | — | | | | (100,000 | | ) |

| Payment of deferred financing costs | (3,136 | | ) | | (3,165 | | ) | | (3,737 | | ) |

| Common share options exercised | 1,149 | | | | 2,458 | | | | 13,038 | | |

| Other | 2,273 | | | | 1,417 | | | | 1,625 | | |

| Acquisition of operating properties, including joint venture interests: | | | | | | | | | | | |

| Mortgage debt assumed | — | | | | — | | | | 298,807 | | |