Camden Property Trust (CPT) 10-K risk factor changes: FY2016 vs FY2015

We therefore may not be able to obtain new debt financing or refinance our existing debt on favorable terms or at all, which would adversely affect our liquidity, our ability to make distributions to shareholders, acquire [removed: and dispose of] assets and continue our development activities.

Our apartment leases are generally for a term of [removed: fifteen] [added: eighteen] months or less.

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 [added: adverse] impact on us and may, among other things, lead to lower values for our assets and higher interest rates on our [removed: borrowings.]

In [removed: 2016,] [added: 2017,] we expect to incur costs between approximately [removed: $190] [added: $150] million and [removed: $210] [added: $170] million related to the construction of [removed: eight] [added: seven] consolidated projects.

Additionally, during [removed: 2016,] [added: 2017,] we expect to incur costs between approximately [removed: $45] [added: $20] million and [removed: $55] [added: $30] million related to the start of new development activities and between approximately [removed: $19] [added: $24] million and [removed: $23] [added: $28] million related to redevelopment of existing properties.

The terms of those construction contracts generally require this subsidiary to estimate the time and costs to complete a project, and to assume the risk [added: when] these estimates may be greater than anticipated.

The time and costs necessary to complete a project may be affected by a variety of factors, [removed: including] [added: including, but not limited to,] those listed above, many of which are beyond this subsidiary’s control.

These investments involve risks, [removed: including] [added: including, but not limited to,] the possibility the other joint venture partner 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.

We and our joint venture [removed: partner] [added: partners] may each have the right to initiate a buy-sell arrangement, which could cause us to sell our interest, or acquire [removed: our] [added: a] joint venture partner’s interest, at a time when we otherwise would not have entered into such a transaction.

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

[removed: Tax matters, including failure] [added: Failure] to qualify as a [removed: REIT,] [added: REIT] could have adverse consequences.

| • | we would be disqualified from treatment as a REIT for the four taxable years following the year in which we failed to qualify, thereby reducing our net income, including any distributions to shareholders, as we would be required to pay significant income taxes for the year or years involved; [removed: and] [added: and,] |

As of December 31, [removed: 2015,] [added: 2016,] we had outstanding debt of approximately [removed: $2.7] [added: $2.5] billion.

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 [added: remedies, all with a consequent loss of our revenues and asset value.]

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

[removed: Increases in] [added: Accordingly, higher] interest rates [removed: on variable rate debt] would [removed: increase our interest expense, unless we make arrangements which hedge the risk of rising interest rates, which would] adversely affect [added: cash flow,] net [removed: income] [added: income,] and cash available for payment of our debt obligations and distributions to shareholders.

Moody’s, Fitch, and Standard & Poor's, the major debt rating agencies, routinely evaluate our debt and have given us ratings of [removed: Baa1] [added: A3] with [removed: positive] [added: stable] outlook, [removed: BBB+] [added: A-] with [removed: positive] [added: stable] outlook, and BBB+ with stable outlook, respectively, on our senior unsecured debt.

The form, timing 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 [removed: requirements under the REIT provisions of the Code and other factors as the Board of Trust Managers may consider relevant.]

borrowings.

In addition, the members of the current Presidential administration have announced restructuring and privatizing Fannie Mae and Freddie Mac is a priority of the current administration, and there is uncertainty regarding the impact of this action on us and buyers of our properties.

Also, the Internal Revenue Service may challenge our qualification as a REIT for prior years.

Tax laws and related interpretations may change at any time, and any such legislative or other actions could have a negative effect on us.

Tax laws are under constant review by persons involved in the legislative process, at the Internal Revenue Service and the U.S. Department of the Treasury, and by various state and local tax authorities.

Changes to tax laws, regulations, or administrative interpretations, which may be applied retroactively, could adversely affect us in a number of ways, including the following:

| • | making it more difficult or more costly for us to qualify as a REIT; |

| • | decreasing real estate values generally; and, |

| • | lowering effective tax rates for non-REIT "C" corporations, which may cause investors to perceive investments in REITs to be less attractive than investments in the stock of non-REIT "C" corporations. |

We cannot predict whether, when, in what forms, or with what effective dates, the tax laws, regulations, and administrative interpretations applicable to us or our shareholders may be changed.

Any such change may significantly affect our liquidity and results of operations, as well as the value of our shares.

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

Certain of our properties are located in areas that may experience catastrophic weather and other natural events from time to time, including fires, snow or ice storms, windstorms, tornadoes or hurricanes, earthquakes, flooding or other severe weather.

These adverse weather or natural events could cause substantial damages or losses to our properties which could exceed our insurance coverage.

In the event of a loss in excess of insured limits, we could lose our capital invested in the affected property, as well as anticipated future revenue from that property.

We could also continue to be obligated to repay any mortgage indebtedness or other obligations related to the property.

Any such loss could materially and adversely affect our business and our financial condition and results of operations.

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.

Increases in interest rates would increase our interest expense, unless we make arrangements which hedge the risk of rising interest rates, and would increase the costs of refinancing existing debt and of issuing new debt.

An environment of rising interest rates could also lead holders of our securities to seek higher yields through other investments, which could adversely affect the market price of our shares.

One of the factors which may influence the price of our stock in public markets is the annual distribution rate we pay as compared with the yields on alternative investments.

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requirements under the REIT provisions of the Code and other factors as the Board of Trust Managers may consider relevant.

The Internal Revenue Service may challenge our qualification as a REIT for prior years and new legislation, regulations, administrative interpretations, or court decisions may change the tax laws or the application of the tax laws with respect to qualification as a REIT or the federal tax consequences of such qualification.

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.

Losses from catastrophes may exceed our insurance coverage.

We carry comprehensive property and liability insurance on our properties, which we believe is of the type and amount customarily obtained on similar real property assets by similar types of owners.

We intend to obtain similar coverage for properties we acquire or develop in the future.

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

We exercise our discretion in determining amounts, coverage limits, and deductible provisions of insurance to maintain appropriate insurance on our investments at a reasonable cost and on suitable terms.

If we suffer a catastrophic loss, our insurance coverage may not be sufficient to pay the full current market value or current replacement value of our lost investment, as well as the anticipated future revenues from the property.

Inflation, changes in building codes and ordinances, environmental considerations, and other factors also may reduce the feasibility of using insurance proceeds to replace a property after it has been damaged or destroyed.

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

Variable rate debt is subject to interest rate risk.

| • | [removed: Tax matters, including failure] [added: Failure] to qualify as a [removed: REIT,] [added: REIT] could have adverse consequences; |

As of December 31, [removed: 2015,] [added: 2016,] we owned interests in, operated, or were developing [removed: 180] [added: 159] multifamily properties comprised of [removed: 62,649] [added: 55,366] apartment homes across the United States as detailed in the following Property Portfolio table.

Our results for the year ended December 31, [removed: 2015] [added: 2016] reflect an increase in same store revenues of [removed: 5.2%] [added: 3.9%] as compared to [removed: 2014.][added: 2015.]

[removed: We believe this] [added: This] increase was due to [added: higher average rental rates and increased other property income, which we believe were due to, among other matters,] the continuation of improving economic conditions, including job growth, favorable demographics, a manageable supply of new multifamily housing, and 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 [removed: rates and average occupancy levels.][added: rates.]

We believe U.S. economic and employment growth is likely to continue during [removed: the remainder of 2016] [added: 2017] and the supply of new multifamily homes, although increasing, will likely remain at manageable levels.

At December 31, [removed: 2015,] [added: 2016,] we had [removed: eight] [added: seven] projects under construction to be comprised of [removed: 2,857] [added: 2,573] apartment homes, with [removed: initial occupancy scheduled] [added: stabilization expected] to [removed: occur] [added: be completed] within the next [removed: 23] [added: 42] months.

As of December 31, [removed: 2015,] [added: 2016,] we estimate the additional cost to complete the construction of the [removed: eight] [added: seven] projects to be approximately [removed: $310.1] [added: $240.6] million.

[removed: We] [added: For the year ended 2016, we] also sold [added: 6.3 acres of land adjacent to an operating property in Tampa, Florida for a gain of approximately $0.4 million and for the year ended 2015, we sold] two land holdings adjacent to operating properties in Dallas and Houston, Texas for [removed: approximately $1.1 million and recognized] a gain of approximately $0.3 million.

We [removed: expect] [added: further intend] to strengthen our capital and liquidity positions by continuing to focus on our core fundamentals which [removed: we believe] [added: currently] are generating positive cash flows from operations, maintaining appropriate debt levels and leverage ratios, and controlling overhead costs.

We anticipate meeting our near-term liquidity requirements through a combination of one or more of the following: cash [added: and cash equivalents, short-term investments, cash] flows generated from operations, draws on our unsecured credit [removed: facility or other short-term borrowings,] [added: facility,] proceeds from property dispositions, the use of debt and equity offerings under our automatic shelf registration statement, equity issued from our ATM [removed: share offering] program, other unsecured borrowings, and secured mortgages.

As of [removed: December 31, 2015, we had approximately $10.6 million in cash and cash equivalents, $225.0 million outstanding on our $600 million unsecured credit 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 [removed: 2014] ATM program.

| | December 31, [removed: 2015] [added: 2016] | | | | | | December 31, [removed: 2014] [added: 2015] | | | | |

| Washington, D.C. Metro [added: (1)] | [removed: 6,405] [added: 5,635] | | | [removed: 19] [added: 16] | | | 6,405 | | | 19 | |

| Dallas, Texas | [removed: 5,243] [added: 5,666] | | | [removed: 13] [added: 14] | | | 5,243 | | | 13 | |

| Las Vegas, Nevada [added: (2)] | [removed: 4,918] [added: —] | | | [removed: 15] [added: —] | | | 4,918 | | | 15 | |

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

| Tampa, Florida | [removed: 3,788] [added: 2,378] | | | [removed: 9] [added: 6] | | | [removed: 4,880] [added: 3,788] | | | [removed: 11] [added: 9] | |

| Orlando, Florida | [removed: 3,540] [added: 2,962] | | | [removed: 9] [added: 8] | | | 3,540 | | | 9 | |

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

| Los Angeles/Orange County, California | [removed: 2,784] [added: 2,658] | | | 7 | | | [removed: 2,481] [added: 2,784] | | | [removed: 6] [added: 7] | |

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

| Phoenix, Arizona | [removed: 2,549] [added: 2,929] | | | [removed: 9] [added: 10] | | | [removed: 2,315] [added: 2,549] | | | [removed: 8] [added: 9] | |

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

| Total Operating Properties | [removed: 59,792] [added: 52,793] | | | [removed: 172] [added: 152] | | | [removed: 58,948] [added: 59,792] | | | [removed: 168] [added: 172] | |

| Washington, D.C. Metro | [removed: 862] [added: 1,227] | | | [removed: 2] [added: 3] | | | [removed: —] [added: 862] | | | [removed: —] [added: 2] | |

| Dallas, Texas | [removed: 423] [added: —] | | | [removed: 1] [added: —] | | | 423 | | | 1 | |

| Phoenix, Arizona | [removed: 380] [added: 441] | | | 1 | | | [removed: 614] [added: 380] | | | [removed: 2] [added: 1] | |

| Charlotte, North Carolina | 323 | | | 1 | | | [removed: 589] [added: 323] | | | [removed: 2] [added: 1] | |

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

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

| Atlanta, [removed: Georgia | — | | | — | |] [added: GA] | 379 | | | [removed: 1] [added: 4Q15] | | [added: 2Q16 |]

| Total Properties Under Construction | [removed: 2,857] [added: 2,573] | | | [removed: 8] [added: 7] | | | [removed: 4,215] [added: 2,857] | | | [removed: 13] [added: 8] | |

| Total Properties | [removed: 62,649] [added: 55,366] | | | [removed: 180] [added: 159] | | | [removed: 63,163] [added: 62,649] | | | [removed: 181] [added: 180] | |

| Less: Unconsolidated Joint Venture Properties [removed: (1)] [added: (3)] | | | | | | | | | | | |

| Washington, D.C. Metro [added: (1)] | [removed: 276] [added: 281] | | | 1 | | | 276 | | | 1 | |

| Charlotte, North Carolina [removed: (2)] | 266 | | | 1 | | | 266 | | | 1 | |

| Total Unconsolidated Joint Venture Properties | [removed: 7,278] [added: 7,283] | | | 22 | | | 7,278 | | | 22 | |

| Total Properties Fully Consolidated | [removed: 55,371] [added: 48,083] | | | [removed: 158] [added: 137] | | | [removed: 55,885] [added: 55,371] | | | [removed: 159] [added: 158] | |

| [removed: (1)] [added: (3)] | Refer to Note 8, [removed: “Investments] [added: "Investments] in Joint [removed: Ventures,”] [added: Ventures,"] in the notes to Consolidated Financial Statements for further discussion of our joint venture investments. |

During the year ended December 31, 2015, we [removed: sold] [added: recognized an approximate $104.0 million gain related to the sale of] three operating [removed: properties as follows:][added: properties.]

| • | Tax laws and related interpretations may change at any time, and any such legislative or other actions could have a negative effect on us; |

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

| • | 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; |

Overall, 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 and retention of our apartments.

During the year ended December 31, 2016, we acquired an aggregate of approximately of 4.6 acres of land located in Denver, Colorado and Charlotte, North Carolina for approximately $19.9 million.

All of the land parcels acquired in 2016 are currently in development as of December 31, 2016.

Operating properties: During the year ended December 31, 2016, we sold one dual-phased property and six other operating properties comprised of an aggregate of 3,184 apartment homes with an average age of 24 years, located in Landover and Frederick, Maryland; Fullerton, California; and Tampa, Altamonte Springs, and St. Petersburg, Florida for an aggregate of approximately $523.4 million, and recognized a gain of approximately $294.9 million.

Land: During 2016, we also sold approximately 6.3 acres of land adjacent to an operating property in Tampa, Florida for approximately $2.2 million and recognized a gain of approximately $0.4 million.

Discontinued operations: In April 2016, we sold 15 operating properties, comprised of an aggregate of 4,918 apartment homes with an average age of 23 years, a retail center and approximately 19.6 acres of land, all located in Las Vegas, Nevada, to an unaffiliated third party for an aggregate of approximately $630.0 million and recognized a gain of approximately $375.2 million.

As of December 31, 2016, we had approximately $237.4 million in cash and cash equivalents, $100.0 million in short-term investments, and no balance outstanding on our $600 million unsecured credit facility.

We believe payments of debt in 2017 are manageable at approximately $276.0 million which represents approximately 11.1% of our total outstanding debt, and includes scheduled principal amortization of approximately $1.2 million.

| | December 31, 2016 | | | | | | December 31, 2015 | | | | |

| (1) | In August 2016, one of the Funds completed the conversion of retail space to five apartment homes at one of its operating properties. |

| (2) | These 15 operating properties were sold to an unaffiliated third party on April 26, 2016. |

Disposition of Consolidated Operating Properties

During the year ended December 31, 2016, we sold one dual-phased property and six operating properties, with an average age of 24 years, as follows:

| Camden Westshore | | Tampa, FL | | 278 | | | 6/28/2016 |

| Camden Clearbrook | | Frederick, MD | | 297 | | | 7/11/2016 |

| Camden Summerfield | | Landover, MD | | 291 | | | 7/11/2016 |

| Camden Summerfield II | | Landover, MD | | 187 | | | 7/11/2016 |

| Camden Woods | | Tampa, FL | | 444 | | | 8/9/2016 |

| Camden Renaissance | | Altamonte Springs, FL | | 578 | | | 8/22/2016 |

| Camden Parkside | | Fullerton, CA | | 421 | | | 8/31/2016 |

| Camden Lakes | | St. Petersburg, FL | | 688 | | | 9/27/2016 |

Discontinued Operations

On April 26, 2016, we sold 15 operating properties, comprised of an aggregate of 4,918 apartment homes, with an average age of 23 years, a retail center and approximately 19.6 acres of land, all located in Las Vegas, Nevada.

| Consolidated Operating Properties | | | | | | |

| Camden Chandler | | | | | | |

| The Camden | | | | | | | | | | | | | |

| Hollywood, CA | 287 | | | $ | 133.7 | | | 88 | % | | 4Q16 | | 2Q17 |

| Camden Victory Park | | | | | | | | | | | | | |

| Dallas, TX | 423 | | | 84.6 | | | | 80 | % | | 3Q16 | | 4Q17 |

| Consolidated total | 710 | | | $ | 218.3 | | | | | | | | |

| Camden Gallery Charlotte, NC (1) | 323 | | | $ | 60.0 | | | $ | 58.4 | | | $ | 1.3 | | | 1Q17 | | 2Q17 |

| Camden Washingtonian Gaithersburg, MD | 365 | | | 90.0 | | | | 31.8 | | | | 31.8 | | | | 4Q18 | | 4Q19 |

| Camden North End I Phoenix, AZ | 441 | | | 105.0 | | | | 25.5 | | | | 25.5 | | | | 2Q19 | | 2Q20 |

| Consolidated total | 2,573 | | | $ | 632.0 | | | $ | 391.4 | | | $ | 316.3 | | | | | |

(2) Property in lease-up and was 33% leased at February 4, 2017.

| Camden Grandview II | | 28 | | | $ | 21.0 | | | $ | 6.1 | |

| Charlotte, NC | | | | | | | | | | | |

| | |

| --- | --- |

| • | Losses from catastrophes may exceed our insurance coverage; |

| • | Variable rate debt is subject to interest rate risk; |

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.

During the year ended December 31, 2015, we sold three operating properties comprised of 1,376 apartment homes located in Austin, Texas and Tampa and Brandon, Florida for approximately $147.4 million and we recognized a gain of approximately $104.0 million relating to these property sales.

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.

| Austin, Texas | — | | | — | | | 614 | | | 2 | |

| (2) | Represents a property under construction at December 31, 2014. Construction was completed in 2015. See Completed Construction in Lease-up below for details. |

| 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 Boca Raton | | | | | | |

| Boca Raton, FL | 261 | | | 4Q14 | | 2Q15 |

| Camden La Frontera | | | | | | |

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

| Camden Lamar Heights | | | | | | |

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

| Camden Foothills | | | | | | |

| Scottsdale, AZ | 220 | | | 4Q14 | | 3Q15 |

| Camden Hayden | | | | | | |

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

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

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

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

| Camden Gallery Charlotte, NC | 323 | | | 58.0 | | | | 50.4 | | | | 50.3 | | | | 3Q16 | | 1Q17 |

| Camden Victory Park Dallas, TX | 423 | | | 82.0 | | | | 67.2 | | | | 67.0 | | | | 3Q16 | | 1Q18 |

| The Camden Los Angeles, CA | 287 | | | 145.0 | | | | 111.7 | | | | 111.6 | | | | 4Q16 | | 2Q17 |

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

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

| Camden Washingtonian | | | | | | | | | | |

| Gaithersburg, MD | 365 | | | $ | 90.0 | | | $ | 18.4 | |

| Phoenix, AZ | 1,069 | | | 225.0 | | | | 38.3 | | |

| Atlanta, GA | 336 | | | 80.0 | | | | 22.4 | | |

| Houston, TX | 519 | | | 170.0 | | | | 21.0 | | |

| Plantation, FL | 286 | | | 62.0 | | | | 13.4 | | |

| Total | 2,929 | | | $ | 777.0 | | | $ | 126.5 | |

| (2) | Formerly known as Camden Mayo. |

| (4) | Will be developed in two phases. The estimated units, estimated cost, and cost to date represent both phases. |

The table below provides information about our liabilities sensitive to changes in interest rates as of December 31, [removed: 2015] [added: 2016] and [removed: 2014.][added: 2015.]

| | December 31, [removed: 2015] [added: 2016] | | | | | | | | | | | | | December 31, [removed: 2014] [added: 2015] | | | | | | | | | | | |

| Fixed rate debt | $ | [removed: 2,273.3] [added: 2,274.9] | | | [removed: 6.0] [added: 5.0] | | | 4.7 | % | | [removed: 83.4] [added: 91.7] | % | | $ | [removed: 2,521.5] [added: 2,273.3] | | | [removed: 6.4] [added: 6.0] | | | 4.7 | % | | [removed: 92.3] [added: 83.4] | % |

| Variable rate debt | [removed: 451.4] [added: 205.7] | | | | [removed: 3.8] [added: 3.2] | | | [removed: 1.2] [added: 1.4] | | | [removed: 16.6] [added: 8.3] | | | [removed: 209.1] [added: 451.4] | | | | [removed: 5.3] [added: 3.8] | | | [removed: 1.0] [added: 1.2] | [added: %] | | [removed: 7.7] [added: 16.6] | [added: %] |

To the extent we utilize our unsecured credit facility and [removed: 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: $136.4] [added: $99.2] 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: $4.5] [added: $2.1] 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.

On our website we make available free of charge our annual, quarterly, and current reports, and amendments to such reports, filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the [added: U.S.] Securities and Exchange Commission (the “SEC”).

References to our website in this report are provided as a convenience and do not constitute, and should not be viewed as, an incorporation by reference of the information contained on, or available through our website, [added: and] therefore such information should not be considered part of this report.

As of December 31, [removed: 2015,] [added: 2016,] we owned interests in, operated, or were developing [removed: 180] [added: 159] multifamily properties comprised of [removed: 62,649] [added: 55,366] apartment homes across the United States.

Of the [removed: 180] [added: 159] properties, [removed: eight] [added: seven] properties were under construction and [removed: when completed] will consist of a total of [removed: 2,857] [added: 2,573] apartment [removed: homes.][added: homes when completed.]

However, consistent with our goal of generating sustained earnings growth, we intend to selectively dispose of properties and redeploy capital for various strategic reasons, including if we determine a property cannot meet [added: our] long-term earnings growth expectations.

| • | Strong economic growth leading to household formation and job growth, which in turn should support higher demand for our apartments; [removed: and] [added: and,] |

We [removed: expect] [added: also intend] to strengthen our capital and liquidity positions by continuing to focus on our core fundamentals which [removed: we believe] [added: currently] are generating positive cash flows from operations, maintaining appropriate debt levels and leverage ratios, and controlling overhead costs.

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

We generally offer leases ranging from six to [removed: fifteen] [added: eighteen] months with individual property marketing plans structured to respond to local market conditions.

This competitive environment could have a material adverse effect on our ability to lease apartment homes at our present [removed: communities] [added: properties] or any newly developed or acquired [removed: community,] [added: property,] as well as [removed: in] [added: on] the rents [removed: charged.][added: realized.]

At December 31, [removed: 2015,] [added: 2016,] we had approximately [removed: 1,750] [added: 1,600] employees, including executive, administrative, and community personnel.

As of December 31, [removed: 2015,] [added: 2016,] we met the qualification of a REIT under Sections 856-860 of the Internal Revenue Code of 1986, as amended (the “Code”).

Our employee headcount has historically not varied significantly throughout the year.

For the fiscal year ended December 31, [removed: 2015][added: 2016]

The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant was [removed: $6,381,496,192] [added: $7,646,700,508] based on a June 30, [removed: 2015] [added: 2016] share price of [removed: $74.28.][added: $88.42.]

On February [removed: 12, 2016, 86,927,591] [added: 10, 2017, 87,526,221] 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: 13, 2016] [added: 12, 2017] are incorporated by reference in Part III.

| Item 1. | [removed: [Business](#sF62ED6E0B29D500DAD2B6D467B97F881)] [added: [Business](#sD1D1E00960AC5A0FAAA5D053CC68FF79)] | [removed: [1](#sF62ED6E0B29D500DAD2B6D467B97F881)] [added: [1](#sD1D1E00960AC5A0FAAA5D053CC68FF79)] |

| Item 1A. | [Risk [removed: Factors](#sDD5E030416FE5A1EB371F31D8623E0F7)] [added: Factors](#sCB2A5B9EE77D512A964B025B53CDE2BF)] | [removed: [3](#sDD5E030416FE5A1EB371F31D8623E0F7)] [added: [2](#sCB2A5B9EE77D512A964B025B53CDE2BF)] |

| Item 1B. | [Unresolved Staff [removed: Comments](#sCF783A1C167D50C9AFB7A913B0347C0D)] [added: Comments](#sD6BDB77583E4518785D04CD3A768ED06)] | [removed: [8](#sCF783A1C167D50C9AFB7A913B0347C0D)] [added: [9](#sD6BDB77583E4518785D04CD3A768ED06)] |

| Item 2. | [removed: [Properties](#sB0B4D38DACF95A38BCD092CBB0A9C22F)] [added: [Properties](#sC59EEFA89F5E5ECD96E3B396FE6C2CDE)] | [removed: [9](#sB0B4D38DACF95A38BCD092CBB0A9C22F)] [added: [9](#sC59EEFA89F5E5ECD96E3B396FE6C2CDE)] |

| Item 3. | [Legal [removed: Proceedings](#sAAA2885830E85D888E74FD2C043B64F0)] [added: Proceedings](#sE2958B30942E55A2A8A946B916774B8E)] | [removed: [14](#sAAA2885830E85D888E74FD2C043B64F0)] [added: [14](#sE2958B30942E55A2A8A946B916774B8E)] |

| Item 4. | [Mine Safety [removed: Disclosures](#s34BD3CF37D3B5512A5728FAF46933E07)] [added: Disclosures](#s7A168587BD5E5F30BC4577A5AC25B666)] | [removed: [14](#s34BD3CF37D3B5512A5728FAF46933E07)] [added: [14](#s7A168587BD5E5F30BC4577A5AC25B666)] |

| Item 5. | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#s374A114160E4570FAF89B02D94D5A1D1)] [added: Securities](#s50E9857F37CE526B92B851CD73BFCC30)] | [removed: [15](#s374A114160E4570FAF89B02D94D5A1D1)] [added: [15](#s50E9857F37CE526B92B851CD73BFCC30)] |

| Item 6. | [Selected Financial [removed: Data](#sA8F115D5E3085D4AB2A2DB1206326B12)] [added: Data](#s4CEF47C971FD5331B35D68DB6897A82F)] | [removed: [18](#sA8F115D5E3085D4AB2A2DB1206326B12)] [added: [18](#s4CEF47C971FD5331B35D68DB6897A82F)] |

| Item 7. | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#sA572988F48AA5CD58E7745E98FEB3185)] [added: Operations](#s6F6CF2E196BE5C05BF476456DC700153)] | [removed: [20](#sA572988F48AA5CD58E7745E98FEB3185)] [added: [20](#s6F6CF2E196BE5C05BF476456DC700153)] |

| Item 7A. | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#sF73586D2556A53128298D44EE76C311F)] [added: Risk](#s8559EBF4A43F52B0B70B60CB5D5BD9CA)] | [removed: [39](#sF73586D2556A53128298D44EE76C311F)] [added: [38](#s8559EBF4A43F52B0B70B60CB5D5BD9CA)] |

| Item 8. | [Financial Statements and Supplementary [removed: Data](#s9F23A0A4D7AB5832881B67603EA8D303)] [added: Data](#sD3B8C9A7237F58768B926E647743534F)] | [removed: [39](#s9F23A0A4D7AB5832881B67603EA8D303)] [added: [40](#sD3B8C9A7237F58768B926E647743534F)] |

| Item 9. | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#s749FC9E063405D839B8688E2D6029138)] [added: Disclosure](#sE8FC244C6ABD5C53B5E3C29404E682F1)] | [removed: [39](#s749FC9E063405D839B8688E2D6029138)] [added: [40](#sE8FC244C6ABD5C53B5E3C29404E682F1)] |

| Item 9A. | [Controls and [removed: Procedures](#s6D859F990EB9521ABE9B6EF238AE79B1)] [added: Procedures](#s9732A3E01C685FB089F8A7EAEE74869A)] | [removed: [39](#s6D859F990EB9521ABE9B6EF238AE79B1)] [added: [40](#s9732A3E01C685FB089F8A7EAEE74869A)] |

| Item 9B. | [Other [removed: Information](#s56C28C2EA479589A854996E2D05D5F84)] [added: Information](#sA99C02F096E0538CB5621BBB17A8A433)] | [removed: [43](#s56C28C2EA479589A854996E2D05D5F84)] [added: [43](#sA99C02F096E0538CB5621BBB17A8A433)] |

| [PART [removed: III](#s34D2D6B3308D568598A6B80A52D4A687)] [added: III](#sDD54634847F25D16A6D929187FDE5F4A)] | | |

| Item 10. | [Directors, Executive [removed: Officers] [added: Officers,] and Corporate [removed: Governance](#sB40A6815C5C352B29553508E5A600546)] [added: Governance](#s28040B161217584CA0FE03CBACE0EDF4)] | [removed: [43](#sB40A6815C5C352B29553508E5A600546)] [added: [43](#s28040B161217584CA0FE03CBACE0EDF4)] |

| Item 11. | [Executive [removed: Compensation](#s125FE24728A9582F89C3EA48B569FBCF)] [added: Compensation](#s31CD8D38C3485DA6AABD1E2C6F7A9C02)] | [removed: [43](#s125FE24728A9582F89C3EA48B569FBCF)] [added: [43](#s31CD8D38C3485DA6AABD1E2C6F7A9C02)] |

| Item 12. | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#sC0DB3DF7693351A2BD07D7859E77C593)] [added: Matters](#s35A05128CA2A5AFBAF3CCE5DCEB1D2EC)] | [removed: [43](#sC0DB3DF7693351A2BD07D7859E77C593)] [added: [43](#s35A05128CA2A5AFBAF3CCE5DCEB1D2EC)] |

| Item 13. | [Certain Relationships and Related Transactions, and Director [removed: Independence](#s9D16002050A05CD8BC1AB0C409EF1210)] [added: Independence](#sC56A9EAB27025877A7ECD55DA1EA48ED)] | [removed: [43](#s9D16002050A05CD8BC1AB0C409EF1210)] [added: [43](#sC56A9EAB27025877A7ECD55DA1EA48ED)] |

| Item 14. | [Principal Accounting Fees and [removed: Services](#sED8BB6D1802B5B5C8D1A1EB14A06D3FB)] [added: Services](#sCAB1077C874F5A2A92CBCD424F5FD76E)] | [removed: [44](#sED8BB6D1802B5B5C8D1A1EB14A06D3FB)] [added: [44](#sCAB1077C874F5A2A92CBCD424F5FD76E)] |

| Item 15. | [Exhibits and Financial Statement [removed: Schedules](#s6C39209397DF5181BF670748E710554B)] [added: Schedules](#sB43B2809E48E5458B6B42480D71D6067)] | [removed: [44](#s6C39209397DF5181BF670748E710554B)] [added: [44](#sB43B2809E48E5458B6B42480D71D6067)] |

10-K 1 cpt12312016-10k.htm 10-K

| [PART I](#s7D666A4D41805BF7A3B80D206032C615) | | |

| [PART II](#s47558DC482F65146AC27D8A95BFA19CF) | | |

| [PART IV](#s7EB046F35B355700943D83A28ADEBB86) | | |

| [SIGNATURES](#sA8EDD8EFFEEE5708926B4A4C97E0A08B) | | [49](#sA8EDD8EFFEEE5708926B4A4C97E0A08B) |

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

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

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

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

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

The [removed: 172] [added: 152] operating properties in which we owned interests and operated at December 31, [removed: 2015] [added: 2016] averaged [removed: 949] [added: 953] square feet of living area per apartment home.

For the year ended December 31, [removed: 2015,] [added: 2016,] 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 [added: 95% and] 96% for each of the years ended December 31, [removed: 2015] [added: 2016] and [removed: 2014,] [added: 2015, respectively,] and an average monthly rental revenue per apartment home of [removed: $1,302] [added: $1,405] and [removed: $1,230] [added: $1,342] for the [removed: years ended December 31, 2015 and 2014,] [added: same periods,] respectively.

Resident lease terms generally range from six to [removed: fifteen] [added: eighteen] months.

At December 31, [removed: 2015, 152] [added: 2016, 137] of our operating properties had over 200 apartment homes, with the largest having 1,005 apartment homes.

The following table sets forth information with respect to our [removed: 172] [added: 152] operating properties at December 31, [removed: 2015:][added: 2016:]

| Property and Location | | Year Placed in Service | | Average Apartment Size (Sq. Ft.) | | | Number of Apartments | | [removed: 2015] [added: 2016] Average Occupancy (1) | | | [removed: 2015] [added: 2016] Average Monthly Rental Rate per Apartment (2) | | |

| Camden Copper Square | | 2000 | | 786 | | | 332 | | [removed: 95.5] [added: 95.7] | [removed: %] | | [removed: $] [added: 1,084] | [removed: 1,035] | |

| Camden Foothills [removed: (3)] | | 2014 | | 1,032 | | | 220 | | [removed: 93.7] [added: 92.7] | | | [removed: 1,422] [added: 1,490] | | |

| Camden Hayden [removed: (3)] | | 2015 | | 1,043 | | | 234 | | [removed: 92.0] [added: 90.6] | | | [removed: 1,486] [added: 1,384] | | |

| Camden Legacy | | 1996 | | 1,067 | | | 428 | | [removed: 95.3] [added: 95.4] | | | [removed: 1,095] [added: 1,144] | | |

| Camden Montierra | | 1999 | | 1,071 | | | 249 | | [removed: 96.4] [added: 95.7] | | | [removed: 1,236] [added: 1,266] | | |

| Camden Pecos Ranch | | 2001 | | 924 | | | 272 | | [removed: 96.1] [added: 95.1] | | | [removed: 951] [added: 1,002] | | |

| Camden San Marcos | | 1995 | | 984 | | | 320 | | [removed: 95.5] [added: 95.2] | | | [removed: 1,097] [added: 1,144] | | |

| Camden San Paloma | | 1993/1994 | | 1,042 | | | 324 | | [removed: 96.2] [added: 95.5] | | | [removed: 1,107] [added: 1,153] | | |

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

| Camden Crown Valley | | 2001 | | 1,009 | | | 380 | | [removed: 95.0] [added: 95.7] | | | [removed: 1,856] [added: 1,916] | | |

| Camden Glendale [removed: (4)] [added: (3)] | | 2015 | | 882 | | | 303 | | [removed: Lease-up] [added: 95.0] | | | [removed: 2,365] [added: 2,241] | | |

| Camden Main and Jamboree [removed: (5)] | | 2008 | | 1,011 | | | 290 | | [removed: 97.0] [added: 96.2] | | | [removed: 1,962] [added: 2,026] | | |

| Camden Martinique | | 1986 | | [removed: 794] [added: 795] | | | 714 | | [removed: 94.1] [added: 94.8] | | | [removed: 1,584] [added: 1,646] | | |

| Camden Sea Palms | | 1990 | | 891 | | | 138 | | [removed: 96.4] [added: 96.0] | | | [removed: 1,747] [added: 1,844] | | |

| Camden Landmark | | 2006 | | 982 | | | 469 | | [removed: 95.3] [added: 94.6] | | | [removed: 1,423] [added: 1,486] | | |

| Camden Old Creek | | 2007 | | 1,037 | | | 350 | | [removed: 96.9] [added: 95.5] | | | [removed: 1,803] [added: 1,916] | | |

| Camden Sierra at Otay Ranch | | 2003 | | 962 | | | 422 | | [removed: 95.7] [added: 95.2] | | | [removed: 1,702] [added: 1,795] | | |

| Camden Tuscany | | 2003 | | 896 | | | 160 | | [removed: 96.7] [added: 95.9] | | | [removed: 2,339] [added: 2,485] | | |

| Camden Vineyards | | 2002 | | 1,053 | | | 264 | | [removed: 96.2] [added: 96.0] | | | [removed: 1,383] [added: 1,501] | | |

| Camden Belleview Station | | 2009 | | 888 | | | 270 | | [removed: 94.8] [added: 94.2] | | | [removed: 1,327] [added: 1,374] | | |

| Camden Caley | | 2000 | | 925 | | | 218 | | [removed: 97.3] [added: 96.0] | | | [removed: 1,259] [added: 1,328] | | |

| Camden Denver West | | 1997 | | 1,015 | | | 320 | | [removed: 95.4] [added: 95.3] | | | [removed: 1,476] [added: 1,566] | | |

| Camden Flatirons [removed: (4)] [added: (3)] | | 2015 | | 960 | | | 424 | | [removed: Lease-up] [added: 95.0] | | | [removed: 1,425] [added: 1,460] | | |

| Camden Highlands Ridge | | 1996 | | 1,149 | | | 342 | | 95.3 | | | [removed: 1,509] [added: 1,583] | | |

| Camden Interlocken | | 1999 | | 1,010 | | | 340 | | [removed: 96.7] [added: 95.8] | | | [removed: 1,401] [added: 1,470] | | |

| Camden Lakeway | | 1997 | | 932 | | | 451 | | [removed: 96.2] [added: 95.5] | | | [removed: 1,306] [added: 1,399] | | |

| Camden Ashburn Farm | | 2000 | | 1,062 | | | 162 | | [removed: 96.2] [added: 96.0] | | | [removed: 1,508] [added: 1,542] | | |

| Camden College Park [removed: (5)] | | 2008 | | 942 | | | 508 | | [removed: 93.6] [added: 93.0] | | | [removed: 1,546] [added: 1,524] | | |

| Camden Dulles Station | | 2009 | | 978 | | | 382 | | [removed: 96.5] [added: 96.3] | | | [removed: 1,617] [added: 1,628] | | |

| Camden Fair Lakes | | 1999 | | 1,056 | | | 530 | | [removed: 96.6] [added: 95.8] | [removed: %] | | [removed: $] [added: 1,715] | [removed: 1,688] | |

| Camden Fairfax Corner | | 2006 | | 934 | | | 489 | | [removed: 95.7] [added: 95.6] | [added: %] | | [removed: 1,740] [added: $] | [added: 1,773] | |

| Camden Fallsgrove | | 2004 | | 996 | | | 268 | | [removed: 94.7] [added: 95.5] | | | [removed: 1,742] [added: 1,735] | | |

| Camden Grand Parc | | 2002 | | 674 | | | 105 | | [removed: 96.4] [added: 97.0] | | | [removed: 2,400] [added: 2,417] | | |

| 2012-2016 | 24 |

| 2007-2011 | 30 |

| 2002-2006 | 32 |

| 1997-2001 | 42 |

| 1992-1996 | 16 |

| Prior to 1991 | 8 |

| Camden Chandler (3) | | 2015 | | 1,146 | | | 380 | | 94.1 | % | | $ | 1,310 | |

| Camden Harbor View | | 2004 | | 981 | | | 546 | | 95.6 | | | 2,412 | | |

| The Camden (4) | | 2016 | | 768 | | | 287 | | Lease-up | | | 3,064 | | |

| Property and Location | | Year Placed in Service | | Average Apartment Size (Sq. Ft.) | | | Number of Apartments | | 2016 Average Occupancy (1) | | | 2016 Average Monthly Rental Rate per Apartment (2) | | |

| Property and Location | | Year Placed in Service | | Average Apartment Size (Sq. Ft.) | | | Number of Apartments | | 2016 Average Occupancy (1) | | | 2016 Average Monthly Rental Rate per Apartment (2) | | |

| Property and Location | | Year Placed in Service | | Average Apartment Size (Sq. Ft.) | | | Number of Apartments | | 2016 Average Occupancy (1) | | | 2016 Average Monthly Rental Rate per Apartment (2) | | |

| Camden Victory Park (4) | | 2016 | | 861 | | | 423 | | Lease-Up | | | 1,696 | | |

| Property and Location | | Year Placed in Service | | Average Apartment Size (Sq. Ft.) | | | Number of Apartments | | 2016 Average Occupancy (1) | | | 2016 Average Monthly Rental Rate per Apartment (2) | | |

| (6) | Formerly known as Camden Simsbury. |

| 2011-2015 | 22 |

| 2006-2010 | 38 |

| 2001-2005 | 31 |

| 1996-2000 | 47 |

| 1991-1995 | 17 |

| 1986-1990 | 12 |

| Prior to 1986 | 5 |

| Camden Harbor View | | 2004 | | 975 | | | 538 | | 96.2 | | | 2,269 | | |

| Camden Parkside | | 1972 | | 836 | | | 421 | | 96.1 | | | 1,478 | | |

| Camden Clearbrook | | 2007 | | 1,048 | | | 297 | | 94.2 | | | 1,382 | | |

| Camden Summerfield | | 2008 | | 957 | | | 291 | | 95.8 | | | 1,628 | | |

| Camden Summerfield II | | 2012 | | 936 | | | 187 | | 94.2 | | | 1,629 | | |

| Camden Renaissance | | 1996/1998 | | 899 | | | 578 | | 94.8 | | | 916 | | |

| Camden Lakes | | 1982/1983 | | 732 | | | 688 | | 95.6 | | | 834 | | |

| Camden Westshore | | 1986 | | 728 | | | 278 | | 96.7 | % | | $ | 971 | |

| Camden Woods | | 1986 | | 1,223 | | | 444 | | 96.6 | | | 966 | | |

| NEVADA | | | | | | | | | | | | | | |

| Las Vegas | | | | | | | | | | | | | | |

| Camden Bel Air | | 1988/1995 | | 943 | | | 528 | | 94.5 | | | 770 | | |

| Camden Breeze | | 1989 | | 846 | | | 320 | | 95.5 | | | 789 | | |

| Camden Canyon | | 1995 | | 987 | | | 200 | | 95.7 | | | 940 | | |

| Camden Commons | | 1988 | | 936 | | | 376 | | 95.8 | | | 814 | | |

| Camden Cove | | 1990 | | 898 | | | 124 | | 96.1 | | | 766 | | |

| Camden Del Mar | | 1995 | | 986 | | | 560 | | 95.8 | | | 1,000 | | |

| Camden Fairways | | 1989 | | 896 | | | 320 | | 95.4 | | | 939 | | |

| Camden Hills | | 1991 | | 439 | | | 184 | | 95.6 | | | 543 | | |

| Camden Legends | | 1994 | | 792 | | | 113 | | 96.1 | | | 862 | | |

| Camden Palisades | | 1991 | | 905 | | | 624 | | 95.0 | | | 762 | | |

| Camden Pines | | 1997 | | 982 | | | 315 | | 95.3 | | | 869 | | |

| Camden Pointe | | 1996 | | 983 | | | 252 | | 95.8 | | | 780 | | |

| Camden Summit | | 1995 | | 1,187 | | | 234 | | 95.5 | | | 1,154 | | |

| Camden Tiara | | 1996 | | 1,043 | | | 400 | | 95.2 | | | 923 | | |

| Camden Vintage | | 1994 | | 978 | | | 368 | | 95.3 | | | 749 | | |

| (6) | Property owned through an unconsolidated joint venture in which we currently own a 31.3% interest. The remaining interest is owned by an unaffiliated third party. |

In the first quarter of [removed: 2016,] [added: 2017,] the Company's Board of Trust Managers [removed: increased] [added: maintained] the [added: $0.75] quarterly dividend rate [removed: from $0.70 to $0.75] per common share.

Assuming similar dividend distributions for the remainder of [removed: 2016,] [added: 2017,] our annualized dividend rate for [removed: 2016] [added: 2017] would be $3.00.

[removed: ][added: ]

This graph assumes the investment of $100 on December 31, [removed: 2010] [added: 2011] and quarterly reinvestment of [removed: dividends.][added: dividends, including the special dividend paid in September 2016.]

| Index | [removed: 2011 | | | |] 2012 | | | | 2013 | | | | 2014 | | | | 2015 | | | [added: | 2016 | | |]

As of February [removed: 11, 2016,] [added: 7, 2017,] there were approximately [removed: 432] [added: 413] shareholders of record and approximately [removed: 37,571] [added: 37,781] beneficial owners of our common shares.

In [removed: May 2012,] [added: November 2014,] we created an [removed: ATM] [added: at-the-market] share offering program [added: (the "ATM program")] through which we [removed: could,] [added: can,] but [removed: had] [added: have] no obligation to, sell common shares having an aggregate offering price of up to [removed: $300 million (the "2012 ATM program"),] [added: $331.3 million,] in amounts and at times as we [removed: determined,] [added: determine,] into the existing trading market at current market prices as well as through negotiated transactions.

[removed: There were no] [added: No] shares [added: were] sold [removed: during the year ended] [added: subsequent to] December 31, [removed: 2015] [added: 2016 through the date of this filing] under the [removed: 2014] ATM program.

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

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 the [removed: 2014] ATM program.

In January 2008, our Board of Trust Managers approved [removed: an increase of the April 2007 repurchase] [added: a] plan to allow for the repurchase of up to $500 million of our common equity securities through open market purchases, block purchases, and privately negotiated transactions.

| 2016 Quarters: | | | | | | | | | | | |

| First | $ | 84.09 | | | $ | 70.55 | | | $ | 0.75 | |

| Second | 88.42 | | | | 80.08 | | | | 0.75 | | |

| Third | 90.67 | | | | 83.69 | | | | 5.00 | | |

| Fourth | 84.07 | | | | 76.00 | | | | 0.75 | | |

In September 2016, our Board of Trust Managers declared a special dividend of $4.25 per common share to our common shareholders of record as of September 23, 2016, consisting of gains on dispositions of assets completed in 2016.

The special dividend was in addition to our quarterly dividend of $0.75 per common share.

We also paid equivalent amounts per unit to holders of the common operating partnership units.

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

| Camden Property Trust | $ | 113.41 | | | $ | 98.35 | | | $ | 132.62 | | | $ | 143.12 | | | $ | 170.65 | |

| FTSE NAREIT Equity | 118.06 | | | | 120.97 | | | | 157.43 | | | | 162.46 | | | | 176.30 | | |

| S&P 500 | 116.00 | | | | 153.57 | | | | 174.60 | | | | 177.01 | | | | 198.18 | | |

| Russell 2000 | 116.35 | | | | 161.52 | | | | 169.43 | | | | 161.95 | | | | 196.45 | | |

| 2014 Quarters: | | | | | | | | | | | |

| First | $ | 67.59 | | | $ | 57.64 | | | $ | 0.66 | |

| Second | 72.08 | | | | 66.69 | | | | 0.66 | | |

| Third | 75.51 | | | | 67.83 | | | | 0.66 | | |

| Fourth | 77.87 | | | | 68.47 | | | | 0.66 | | |

| | Years Ended December 31, | | | | | | | | | | | | | | | | | | |

| 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 year ended December 31, 2013, we issued approximately 0.6 million common shares at an average price of $73.73 per share for total net consideration of approximately $40.0 million.

During the year ended December 31, 2014, we issued approximately 0.7 million common shares at an average price of $74.60 per share for total net consideration of approximately $50.5 million under the 2012 ATM program.

These amounts were used for general corporate purposes, which included repayment of outstanding balances on our unsecured credit facility and short-term borrowings, and funding for development, redevelopment, and capital improvement activities.

The 2012 ATM program was terminated in the fourth quarter of 2014, and no further common shares are available for sale under this program.

In November 2014, we created an ATM share offering program through which we can, but have no obligation to, sell common shares having an aggregate offering price of up to $331.3 million (the "2014 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.

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.

These amounts were used for general corporate purposes, which included funding for development, redevelopment, and capital improvement projects.

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: 2011] [added: 2012] through [removed: 2015.][added: 2016.]

| (in thousands, except per share amounts and property data) | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | | | [removed: 2011] [added: 2012] | | |

| Total non-property income | [removed: 7,332] [added: 14,577] | | | | [removed: 14,611] [added: 7,332] | | | | [removed: 21,197] [added: 14,611] | | | | [removed: 16,407] [added: 21,197] | | | | [removed: 21,395] [added: 16,407] | | |

| Net income attributable to common shareholders | [removed: 249,315] [added: 819,823] | | | | [removed: 292,089] [added: 249,315] | | | | [removed: 336,364] [added: 292,089] | | | | [removed: 283,390] [added: 336,364] | | | | [removed: 49,379] [added: 283,390] | | |

| Basic | $ | [removed: 2.77] [added: 9.08] | | | $ | [removed: 3.29] [added: 2.77] | | | $ | [removed: 3.82] [added: 3.29] | | | $ | [removed: 3.35] [added: 3.82] | | | $ | [removed: 0.67] [added: 3.35] | |

| Diluted | [removed: 2.76] [added: 9.05] | | | | [removed: 3.27] [added: 2.76] | | | | [removed: 3.78] [added: 3.27] | | | | [removed: 3.30] [added: 3.78] | | | | [removed: 0.66] [added: 3.32] | | |

| Distributions declared per common share | $ | [removed: 2.80] [added: 3.00] | | | $ | [removed: 2.64] [added: 2.80] | | | $ | [removed: 2.52] [added: 2.64] | | | $ | [removed: 2.24] [added: 2.52] | | | $ | [removed: 1.96] [added: 2.24] | |

| Total assets [removed: (c)] | [removed: 6,037,612] [added: 6,028,152] | | | | [removed: 6,043,981] [added: 6,037,612] | | | | [removed: 5,619,354] [added: 6,043,981] | | | | [removed: 5,372,666] [added: 5,619,354] | | | | [removed: 4,610,532] [added: 5,372,666] | | |

| Notes payable [removed: (c)] | [removed: 2,724,687] [added: 2,480,588] | | | | [removed: 2,730,613] [added: 2,724,687] | | | | [removed: 2,517,979] [added: 2,730,613] | | | | [removed: 2,497,962] [added: 2,517,979] | | | | [removed: 2,420,569] [added: 2,497,962] | | |

| Non-qualified deferred compensation share awards | [removed: 79,364] [added: 77,037] | | | | [removed: 68,134] [added: 79,364] | | | | [removed: 47,180] [added: 68,134] | | | | [removed: —] [added: 47,180] | | | | — | | |

| Equity | [removed: 2,892,896] [added: 3,095,553] | | | | [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] | | |

| Operating activities | $ | [removed: 423,238] [added: 443,063] | | | $ | [removed: 418,528] [added: 423,238] | | | $ | [removed: 404,291] [added: 418,528] | | | $ | [removed: 324,267] [added: 404,291] | | | $ | [removed: 244,834] [added: 324,267] | |

| Financing activities | [added: (904,237 | | ) | |] (273,231 | | ) | | 43,482 | | | | (154,181 | | ) | | 174,928 | | | [removed: | (172,886 | | ) |]

| Funds from operations – diluted [removed: (d)] [added: (e)] | [removed: 414,497] [added: 425,464] | | | | [removed: 378,043] [added: 414,497] | | | | [removed: 368,321] [added: 378,043] | | | | [removed: 313,337] [added: 368,321] | | | | [removed: 207,535] [added: 313,337] | | |

| Adjusted funds from operations – diluted [removed: (d)] [added: (e)] | [removed: 350,328] [added: 366,380] | | | | [removed: 318,189] [added: 350,328] | | | | [removed: 301,291] [added: 318,189] | | | | [removed: 250,292] [added: 301,291] | | | | [removed: 153,830] [added: 250,292] | | |

| Number of operating properties (at the end of year) [removed: (e)] [added: (f)] | [removed: 172] [added: 152] | | | | [removed: 168] [added: 172] | | | | [removed: 170] [added: 168] | | | | [removed: 193] [added: 170] | | | | [removed: 196] [added: 193] | | |

| Number of operating apartment homes (at end of year) [removed: (e)] [added: (f)] | [removed: 59,792] [added: 52,793] | | | | [removed: 58,948] [added: 59,792] | | | | [removed: 59,899] [added: 58,948] | | | | [removed: 65,775] [added: 59,899] | | | | [removed: 66,997] [added: 65,775] | | |

| Weighted average monthly total property revenue per apartment home [added: (a)] | $ | [removed: 1,431] [added: 1,556] | | | $ | [removed: 1,331] [added: 1,479] | | | $ | [removed: 1,270] [added: 1,374] | | | $ | [removed: 1,207] [added: 1,311] | | | $ | [removed: 1,142] [added: 1,246] | |

| Properties under development (at end of period) | [removed: 8] [added: 7] | | | | [removed: 13] [added: 8] | | | | [removed: 14] [added: 13] | | | | [removed: 9] [added: 14] | | | | [removed: 10] [added: 9] | | |

| [removed: (b)] [added: (c)] | Includes [added: operating] properties held for sale at net book value [removed: at December 31, 2014, 2012] and [removed: 2011.] [added: excludes discontinued operating properties and joint ventures for all periods presented.] |

| [removed: (d)] [added: (e)] | 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. |

| [removed: (e)] [added: (f)] | Includes [added: operating] properties held for sale [removed: at December 31, 2014, 2012] and [removed: 2011.] [added: discontinued operating properties held for sale for all periods presented.] |

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

Prior year amounts have been reclassified for discontinued operations.

| Total property revenues | $ | 876,447 | | | $ | 835,618 | | | $ | 790,263 | | | $ | 737,033 | | | $ | 648,041 | |

| Total property expenses | 311,355 | | | | 301,000 | | | | 285,700 | | | | 266,572 | | | | 237,715 | | |

| Total other expenses | 425,190 | | | | 412,022 | | | | 399,314 | | | | 377,026 | | | | 355,672 | | |

| Income from continuing operations attributable to common shareholders | 436,981 | | | | 229,565 | | | | 273,892 | | | | 134,347 | | | | 140,136 | | |

| Basic | $ | 4.81 | | | $ | 2.55 | | | $ | 3.08 | | | $ | 1.50 | | | $ | 1.64 | |

| Diluted | 4.79 | | | | 2.54 | | | | 3.06 | | | | 1.50 | | | | 1.63 | | |

| Special dividend per common share (b) | $ | 4.25 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | |

| Total real estate assets, at cost (c) | $ | 7,376,690 | | | $ | 7,387,597 | | | $ | 7,025,376 | | | $ | 6,655,139 | | | $ | 6,262,645 | |

| Investing activities (d) | 690,412 | | | | (293,235 | | ) | | (326,587 | | ) | | (258,377 | | ) | | (526,770 | | ) |

| Number of operating apartment homes (weighted average) (f) (g) | 46,934 | | | | 47,088 | | | | 47,915 | | | | 46,841 | | | | 43,337 | | |

| (b) | A special dividend was paid on September 30, 2016. Refer to Note 4 "Common Shares" in the Notes to the Consolidated Financial Statements for further discussion of the special dividend. |

| (d) | All periods presented have been changed to reflect our adoption of Accounting Standards Update 2016-18 ("ASU 2016-18"),"Statement of Cash Flows: Restricted Cash (A Consensus of the Emerging Issues Task Force)", which required retrospective application. See Note 2, "Summary of Significant Accounting Policies and Recent Accounting Pronouncements" for further discussion. |

| | |

| --- | --- |

| Total property revenues | $ | 892,928 | | | $ | 843,978 | | | $ | 788,851 | | | $ | 698,318 | | | $ | 599,401 | |

| Total property expenses | 321,716 | | | | 305,308 | | | | 285,691 | | | | 256,430 | | | | 230,212 | | |

| Total other expenses | 428,866 | | | | 415,224 | | | | 392,478 | | | | 373,254 | | | | 352,627 | | |

| Income from continuing operations attributable to common shareholders | 249,315 | | | | 292,089 | | | | 151,594 | | | | 154,116 | | | | 7,383 | | |

| Basic | $ | 2.77 | | | $ | 3.29 | | | $ | 1.70 | | | $ | 1.81 | | | $ | 0.09 | |

| Diluted | 2.76 | | | | 3.27 | | | | 1.69 | | | | 1.79 | | | | 0.09 | | |

| Total real estate assets, at cost (b) | $ | 7,858,354 | | | $ | 7,485,088 | | | $ | 7,114,336 | | | $ | 6,749,523 | | | $ | 5,875,515 | |

| Perpetual preferred units | — | | | | — | | | | — | | | | — | | | | 97,925 | | |

| Investing activities | (293,308 | | ) | | (325,886 | | ) | | (258,985 | | ) | | (527,685 | | ) | | (187,364 | | ) |

| Number of operating apartment homes (weighted average) (f) | 52,006 | | | | 52,833 | | | | 54,181 | | | | 54,194 | | | | 50,905 | | |

| (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. |

[added: Based on the evaluation, the Chief Executive] Officer [added: 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.

| • | Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and [removed: that] receipts and expenditures of the Company are being made only in accordance with authorizations of management and [removed: board] [added: Board] of [removed: trust managers] [added: Trust Managers] of the Company; and |

Management assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2015.][added: 2016.]

Based on our assessment, management concluded our internal control over financial reporting is effective as of December 31, [removed: 2015.][added: 2016.]

We have audited the internal control over financial reporting of Camden Property Trust and subsidiaries (the “Company”) as of December 31, [removed: 2015,] [added: 2016,] 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: 2015,] [added: 2016,] 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 schedules as of and for the year ended December 31, [removed: 2015] [added: 2016] of the Company and our report dated February [removed: 19, 2016] [added: 13, 2017] expressed an unqualified opinion on those financial statements and financial statement schedules.

February 13, 2017

February 13, 2017

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

February 19, 2016

Information with respect to this Item 10 is incorporated by reference from our Proxy Statement, which we expect to file on or about March 24, [removed: 2016] [added: 2017] in connection with the Annual Meeting of Shareholders to be held [added: on or about] May [removed: 13, 2016.][added: 12, 2017.]

Information with respect to this Item 11 is incorporated by reference from our Proxy Statement, which we expect to file on or about March 24, [removed: 2016] [added: 2017] in connection with the Annual Meeting of Shareholders to be held [added: on or about] May [removed: 13, 2016.][added: 12, 2017.]

Information with respect to this Item 12 is incorporated by reference from our Proxy Statement, which we expect to file on or about March 24, [removed: 2016] [added: 2017] in connection with the Annual Meeting of Shareholders to be held [added: on or about] May [removed: 13, 2016] [added: 12, 2017] to the extent not set forth below.

The following table gives information about the equity compensation plans as of December 31, [removed: 2015.][added: 2016.]

At December 31, [removed: 2015,] [added: 2016,] approximately [removed: 4.6] [added: 3.6] million fungible units were available under the 2011 Share Plan, which results in approximately [removed: 1.3] [added: 1.1] 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 | 105,066 | | | $ | 48.27 | | | 1,057,960 | |

| Total | 105,066 | | | $ | 48.27 | | | 1,057,960 | |

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

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

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 24, [removed: 2016] [added: 2017] in connection with the Annual Meeting of Shareholders to be held [added: on or about] May [removed: 13, 2016.][added: 12, 2017.]

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 24, [removed: 2016] [added: 2017] in connection with the Annual Meeting of Shareholders to be held [added: on or about] May [removed: 13, 2016.][added: 12, 2017.]

| [Report of Independent Registered Public Accounting [removed: Firm](#s2D5CE40CA8C455AD8F0DE4FEF6132A24)] [added: Firm](#s3E66F888885C56A488AF49C7D3A5A351)] | [removed: [F-1](#s2D5CE40CA8C455AD8F0DE4FEF6132A24)] [added: [F-1](#s3E66F888885C56A488AF49C7D3A5A351)] |

| [Consolidated Balance Sheets as of December 31, [removed: 2015] [added: 2016] and [removed: 2014](#s9C323799F1DC5EFCBCFD5D8A3D4263E3)] [added: 2015](#sA215B9C172625CE5A65BAD7FE2258C8F)] | [removed: [F-2](#s9C323799F1DC5EFCBCFD5D8A3D4263E3)] [added: [F-2](#sA215B9C172625CE5A65BAD7FE2258C8F)] |

| [Consolidated Statements of Income and Comprehensive Income for the Years Ended December 31, [added: 2016,] 2015, [removed: 2014, and 2013](#s47035458559B502AA612EB51BA8EC25B)] [added: 2014](#s09206CDF3FEE51FEB51357CCD2CADAFF)] | [removed: [F-3](#s47035458559B502AA612EB51BA8EC25B)] [added: [F-3](#s09206CDF3FEE51FEB51357CCD2CADAFF)] |

| [Consolidated Statements of Equity for the Years Ended December 31, [added: 2016,] 2015, [removed: 2014,] and [removed: 2013](#s56BBDC39DF7059CC84D0249D1C77753A)] [added: 2014](#sE70104DBCCB45A32BDE70197CF50C8E8)] | [removed: [F-5](#s56BBDC39DF7059CC84D0249D1C77753A)] [added: [F-5](#sE70104DBCCB45A32BDE70197CF50C8E8)] |

| [Consolidated Statements of Cash Flows for the Years Ended December 31, [added: 2016,] 2015, [removed: 2014,] and [removed: 2013](#sBE7D1F73E08D5D70B411DB55C648FFD0)] [added: 2014](#s69B6AC628D6A5061A0B809788BD074D5)] | [removed: [F-7](#sBE7D1F73E08D5D70B411DB55C648FFD0)] [added: [F-7](#s69B6AC628D6A5061A0B809788BD074D5)] |

| [Notes to Consolidated Financial [removed: Statements](#sAE687613A7F05FE2BB868EB8F6D98569)] [added: Statements](#s6090866694535EDA832C00CECB1599E4)] | [removed: [F-9](#sAE687613A7F05FE2BB868EB8F6D98569)] [added: [F-9](#s6090866694535EDA832C00CECB1599E4)] |

| [Schedule III – Real Estate and Accumulated [removed: Depreciation](#sC091B0481E4F5CB7BD3D689BE44BD5B0)] [added: Depreciation](#sBAEFB9060DA254A592CA19349C1A7448)] | [removed: [S-1](#sC091B0481E4F5CB7BD3D689BE44BD5B0)] [added: [S-1](#sBAEFB9060DA254A592CA19349C1A7448)] |

| [Schedule IV – Mortgage Loans on Real [removed: Estate](#sf3ec7427020741c1b2306cbc33272d33)] [added: Estate](#s07BD34FCEEFD53F68D4390381563B15C)] | [removed: [S-3](#sf3ec7427020741c1b2306cbc33272d33)] [added: [S-3](#s07BD34FCEEFD53F68D4390381563B15C)] |

| 4.4 | | Second Supplemental Indenture dated as of June 3, 2011 between the Company and U.S. Bank National Association, as successor to [removed: Sun Trust] [added: SunTrust] Bank, as Trustee | | Exhibit 4.3 to Form 8-K filed on June 3, 2011 |

| 24.1 | | Powers of Attorney for [added: Heather J. Brunner,] Scott S. Ingraham, [added: Renu Khator,] Lewis A. Levey, William B. McGuire, Jr., F. Gardner Parker, William F. Paulsen, Frances Aldrich [removed: Sevilla-Secasa,] [added: Sevilla-Sacasa,] Steven A. Webster, and Kelvin R. Westbrook | | Filed Herewith |

| February [removed: 19, 2016] [added: 13, 2017] | | | | CAMDEN PROPERTY TRUST | | |

| /s/ Richard J. Campo | | Chairman of the Board of Trust | | February [removed: 19, 2016] [added: 13, 2017] |

| /s/ D. Keith Oden | | President and Trust Manager | | February [removed: 19, 2016] [added: 13, 2017] |

| /s/ Alexander J. Jessett | | Executive Vice President - Finance, | | February [removed: 19, 2016] [added: 13, 2017] |

| /s/ Michael P. Gallagher | | Senior Vice President - Chief Accounting | | February [removed: 19, 2016] [added: 13, 2017] |

| Scott S. Ingraham | | Trust Manager | | February [removed: 19, 2016] [added: 13, 2017] |

| Lewis A. Levey | | Trust Manager | | February [removed: 19, 2016] [added: 13, 2017] |

| William B. McGuire, Jr. | | Trust Manager | | February [removed: 19, 2016] [added: 13, 2017] |

| F. Gardner Parker | | Trust Manager | | February [removed: 19, 2016] [added: 13, 2017] |

| William F. Paulsen | | Trust Manager | | February [removed: 19, 2016] [added: 13, 2017] |

| Frances Aldrich Sevilla-Sacasa | | Trust Manager | | February [removed: 19, 2016] [added: 13, 2017] |

| Steven A. Webster | | Trust Manager | | February [removed: 19, 2016] [added: 13, 2017] |

| Kelvin R. Westbrook | | Trust Manager | | February [removed: 19, 2016] [added: 13, 2017] |

We have audited the accompanying consolidated balance sheets of Camden Property Trust and subsidiaries (the “Company”) as of December 31, [removed: 2015] [added: 2016] and [removed: 2014,] [added: 2015,] and the related consolidated statements of income and comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, [removed: 2015.][added: 2016.]

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: 2015] [added: 2016] and [removed: 2014,] [added: 2015,] and the results of their operations and their cash flows for each of the three years in the period ended December 31, [removed: 2015,] [added: 2016,] in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company's internal control over financial reporting as of December 31, [removed: 2015,] [added: 2016,] based on the criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February [removed: 19, 2016] [added: 13, 2017] expressed an unqualified opinion on the Company's internal control over financial reporting.

| (in thousands, except per share amounts) | [added: 2016 | | | |] 2015 | | | | 2014 | | |

| Net operating real estate assets | [removed: $] | [removed: 5,354,846 | | |] $ | [removed: 5,155,058] [added: 234,861] | |

| Properties under development, including land | [removed: 491,120] | [removed: | | | 527,596] [added: 4,202] | | |

| Investments in joint ventures | [removed: 33,698] [added: 30,254] | | | | [removed: 36,429] [added: 33,698] | | |

| [removed: Properties] [added: Other assets related to properties] held for sale | [removed: —] | [removed: | | | 27,143] [added: 1,191] | | |

| Total real estate assets | $ | [removed: 5,879,664] [added: 5,516,288] | | | $ | [removed: 5,746,226] [added: 5,879,664] | |

| Accounts receivable – affiliates | [removed: 25,100] [added: 24,028] | | | | [removed: 25,977] [added: 25,100] | | |

| Other assets, net | [removed: 116,260] [added: 142,010] | | | | [removed: 111,962] [added: 116,260] | | |

| Cash and cash equivalents | [added: $ | 237,364 | | | $ |] 10,617 | | | [added: $] | 153,918 | | [removed: |]

| Restricted cash | [added: 8,462 | | | |] 5,971 | | | | 5,898 | | |

| Total assets | $ | [removed: 6,037,612] [added: 6,028,152] | | | $ | [removed: 6,043,981] [added: 6,037,612] | |

| Unsecured | $ | [removed: 1,824,930] [added: 1,583,236] | | | $ | [removed: 1,828,485] [added: 1,824,930] | |

| Secured | [removed: 899,757] [added: 897,352] | | | | [removed: 902,128] [added: 899,757] | | |

| Accounts payable and accrued expenses | [removed: 133,353] [added: 137,813] | | | | [removed: 157,232] [added: 133,353] | | |

| Heather J. Brunner | | Trust Manager | | February 13, 2017 |

| Renu Khator | | Trust Manager | | February 13, 2017 |

| * | | | | |

| * | | | | |

| February 13, 2017 |

| Land | $ | 967,375 | | | $ | 989,247 | |

| Buildings and improvements | 5,967,023 | | | | 5,911,432 | | |

| | $ | 6,934,398 | | | $ | 6,900,679 | |

| Accumulated depreciation | (1,890,656 | | ) | | (1,780,694 | | ) |

| Net operating real estate assets | $ | 5,043,742 | | | $ | 5,119,985 | |

| Properties under development, including land | 442,292 | | | | 486,918 | | |

| Discontinued operations held for sale, including land | — | | | | 239,063 | | |

| Short-term investments | 100,000 | | | | — | | |

| Cash and cash equivalents | 237,364 | | | | 10,617 | | |

| Restricted cash | 8,462 | | | | 5,971 | | |

| Rental revenues | $ | 750,597 | | | $ | 721,816 | | | $ | 686,642 | |

| Other property revenues | 125,850 | | | | 113,802 | | | | 103,621 | | |

| Total property revenues | $ | 876,447 | | | $ | 835,618 | | | $ | 790,263 | |

| Property operating and maintenance | $ | 206,780 | | | $ | 202,105 | | | $ | 194,574 | |

| Real estate taxes | 104,575 | | | | 98,895 | | | | 91,126 | | |

| Total property expenses | $ | 311,355 | | | $ | 301,000 | | | $ | 285,700 | |

| Property management | $ | 25,125 | | | $ | 23,055 | | | $ | 22,070 | |

| Depreciation and amortization | 250,146 | | | | 240,944 | | | | 222,055 | | |

| Total other expenses | $ | 425,190 | | | $ | 412,022 | | | $ | 399,314 | |

| Income from continuing operations before income taxes | $ | 457,001 | | | $ | 240,384 | | | $ | 285,020 | |

| Income from continuing operations | $ | 455,384 | | | $ | 238,512 | | | $ | 283,117 | |

| Income from continuing operations | $ | 455,384 | | | $ | 238,512 | | | $ | 283,117 | |

| Income from continuing operations attributable to common shareholders | $ | 436,981 | | | $ | 229,565 | | | $ | 273,892 | |

| Net income | $ | 838,226 | | | $ | 258,262 | | | $ | 301,314 | |

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

| Net income | | | | | | | | | 819,823 | | | | | | | | | | | | 18,403 | | | | 838,226 | | |

| Net share awards | | | | | 15,213 | | | | | | | | 9,783 | | | | | | | | | | | | 24,996 | | |

| Common share options exercised (45 shares) | | | | | 1,003 | | | | | | | | 2,918 | | | | | | | | | | | | 3,921 | | |

| Cash distributions declared to equity holders ($7.25 per share) | | | | | | | | | (654,778 | | ) | | | | | | | | | | (13,692 | | ) | | (668,470 | | ) |

| Other | 2 | | | | (12 | | ) | | | | | | | | | | | | | | | | | | (10 | | ) |

| Equity, December 31, 2016 | $ | 978 | | | $ | 3,678,277 | | | $ | (289,180 | ) | | $ | (373,339 | ) | | $ | (1,863 | ) | | $ | 80,680 | | | $ | 3,095,553 | |

| Net income | $ | 838,226 | | | $ | 258,262 | | | $ | 301,314 | |

| Depreciation and amortization | 250,146 | | | | 240,944 | | | | 222,055 | | |

| Net cash from continuing operating activities | $ | 430,469 | | | $ | 387,300 | | | $ | 385,261 | |

| Net cash from discontinued operating activities | 12,594 | | | | 35,938 | | | | 33,267 | | |

| | |

| --- | --- |

As discussed in Note 2 to the consolidated financial statements, the Company has changed its method of accounting for and disclosure of discontinued operations for the year ended December 31, 2014 due to the adoption of Accounting Standards Update 2014-08, "Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity."

| February 19, 2016 |

| | | | | | | | |

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

| | December 31, | | | | | | |

| Land | $ | 1,048,685 | | | $ | 1,003,422 | |

| Buildings and improvements | 6,284,851 | | | | 5,890,498 | | |

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

| Accumulated depreciation | (1,978,690 | | ) | | (1,738,862 | | ) |

| Rental revenues | $ | 769,108 | | | $ | 731,874 | | | $ | 683,362 | |

| Other property revenues | 123,820 | | | | 112,104 | | | | 105,489 | | |

| Total property revenues | $ | 892,928 | | | $ | 843,978 | | | $ | 788,851 | |

| Property operating and maintenance | $ | 219,831 | | | $ | 211,253 | | | $ | 199,650 | |

| Real estate taxes | 101,885 | | | | 94,055 | | | | 86,041 | | |

| Total property expenses | $ | 321,716 | | | $ | 305,308 | | | $ | 285,691 | |

| Property management | $ | 23,761 | | | $ | 22,689 | | | $ | 21,774 | |

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

| Total other expenses | $ | 428,866 | | | $ | 415,224 | | | $ | 392,478 | |

| Income from continuing operations before income taxes | $ | 260,134 | | | $ | 303,217 | | | $ | 157,442 | |

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

| Equity, December 31, 2012 | $ | 962 | | | $ | 3,587,505 | | | $ | (598,951 | ) | | $ | (425,355 | ) | | $ | (1,062 | ) | | $ | 63,609 | | | $ | 2,626,708 | |

| Net income | | | | | | | | | 336,364 | | | | | | | | | | | | 9,927 | | | | 346,291 | | |

| Common shares issued (555 shares) | 6 | | | | 40,038 | | | | | | | | | | | | | | | | | | | | 40,044 | | |

| Net share awards | (1 | | ) | | 4,921 | | | | | | | | 12,658 | | | | | | | | | | | | 17,578 | | |

| Common share options exercised | | | | | 841 | | | | | | | | 2,001 | | | | | | | | | | | | 2,842 | | |

| Cash distributions declared to equity holders ($2.52 per share) | | | | | | | | | (222,137 | | ) | | | | | | | | | | (4,787 | | ) | | (226,924 | | ) |

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

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

| Development and capital improvements | $ | (425,574 | ) | | $ | (503,328 | ) | | $ | (356,815 | ) |

| Increase in non-real estate assets | (4,091 | | ) | | (4,695 | | ) | | (17,497 | | ) |

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

| Net cash from investing activities | $ | (293,308 | ) | | $ | (325,886 | ) | | $ | (258,985 | ) |

| Net decrease in accounts receivable – affiliates | 877 | | | | 1,747 | | | | 5,901 | | |

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

| Cash and cash equivalents, beginning of year | 153,918 | | | | 17,794 | | | | 26,669 | | |

| Cash and cash equivalents, end of year | $ | 10,617 | | | $ | 153,918 | | | $ | 17,794 | |

| Net change in redemption of non-qualified share awards | 2,365 | | | | 16,525 | | | | 9,443 | | |

If we are the general partner of a limited partnership, or manager of a limited liability company, we also consider the consolidation guidance relating to the rights of limited partners, or non-managing members, as the case may be, to assess whether any rights held by the limited partners, or non-managing members, as the case may be, overcome the presumption of control by us.