Item 15. Exhibits and Financial Statement Schedules

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Item 15. Exhibits and Financial Statement Schedules

The following documents are filed as part of this report:

(1) Financial Statements:
Report of Independent Registered Public Accounting FirmF-1
Consolidated Balance Sheets as of December 31, 2016 and 2015F-2
Consolidated Statements of Income and Comprehensive Income for the Years Ended December 31, 2016, 2015, 2014F-3
Consolidated Statements of Equity for the Years Ended December 31, 2016, 2015, and 2014F-5
Consolidated Statements of Cash Flows for the Years Ended December 31, 2016, 2015, and 2014F-7
Notes to Consolidated Financial StatementsF-9
(2) Financial Statement Schedules:
Schedule III – Real Estate and Accumulated DepreciationS-1
Schedule IV – Mortgage Loans on Real EstateS-3

All other schedules have been omitted since the required information is presented in the financial statements and the related notes or is not applicable.

(3) Index to Exhibits:

The following exhibits are filed as part of or incorporated by reference into this report:

Exhibit No.DescriptionFiled Herewith or Incorporated Herein by Reference (1)
3.1Amended and Restated Declaration of Trust of Camden Property TrustExhibit 3.1 to Form 10-K for the year ended December 31, 1993
3.2Amendment to the Amended and Restated Declaration of Trust of Camden Property TrustExhibit 3.1 to Form 10-Q for the quarter ended June 30, 1997
3.3Amendment to the Amended and Restated Declaration of Trust of Camden Property TrustExhibit 3.1 to Form 8-K filed on May 14, 2012
3.4Third Amended and Restated Bylaws of Camden Property TrustExhibit 99.1 to Form 8-K filed on March 11, 2013
4.1Specimen certificate for Common Shares of Beneficial InterestForm S-11 filed on September 15, 1993 (Registration No. 33-68736)
4.2Indenture for Senior Debt Securities dated as of February 11, 2003 between Camden Property Trust and U. S. Bank National Association, as successor to SunTrust Bank, as TrusteeExhibit 4.1 to Form S-3 filed on February 12, 2003 (Registration No. 333-103119)
4.3First Supplemental Indenture dated as of May 4, 2007 between the Company and U.S. Bank National Association, as successor to SunTrust Bank, as TrusteeExhibit 4.2 to Form 8-K filed on May 7, 2007
Exhibit No.DescriptionFiled Herewith or Incorporated Herein by Reference (1)
4.4Second Supplemental Indenture dated as of June 3, 2011 between the Company and U.S. Bank National Association, as successor to SunTrust Bank, as TrusteeExhibit 4.3 to Form 8-K filed on June 3, 2011
4.5Registration Rights Agreement dated as of February 28, 2005 between Camden Property Trust and the holders named thereinForm S-4 filed on November 24, 2004 (Registration No. 333-120733)
4.6Form of Camden Property Trust 5.700% Note due 2017Exhibit 4.3 to Form 8-K filed on May 7, 2007
4.7Form of Camden Property Trust 4.625% Note due 2021Exhibit 4.4 to Form 8-K filed on May 31, 2011
4.8Form of Camden Property Trust 2.95% Note due 2022Exhibit 4.4 to Form 8-K filed on December 7, 2012
4.9Form of Camden Property Trust 4.875% Note due 2023Exhibit 4.5 to Form 8-K filed on May 31, 2011
4.10Form of Camden Property Trust 4.250% Notes due 2024Exhibit 4.1 to Form 8-K filed on December 2, 2013
4.11Form of Camden Property Trust 3.50% Notes due 2024Exhibit 4.1 to Form 8-K filed on September 12, 2014
10.1Form of Indemnification Agreement between Camden Property Trust and certain of its trust managers and executive officersForm S-11 filed on July 9, 1993 (Registration No. 33-63588)
10.2Second Amended and Restated Employment Agreement dated July 11, 2003 between Camden Property Trust and Richard J. CampoExhibit 10.1 to Form 10-Q for the quarter ended June 30, 2003
10.3Second Amended and Restated Employment Agreement dated July 11, 2003 between Camden Property Trust and D. Keith OdenExhibit 10.2 to Form 10-Q for the quarter ended June 30, 2003
10.4Form of First Amendment to Second Amended and Restated Employment Agreements, effective as of January 1, 2008, between Camden Property Trust and each of Richard J. Campo and D. Keith OdenExhibit 99.1 to Form 8-K filed on November 30, 2007
10.5Second Amendment to Second Amended and Restated Employment Agreement, dated as of March 14, 2008, between Camden Property Trust and D. Keith OdenExhibit 99.1 to Form 8-K filed on March 18, 2008
10.6Form of Employment Agreement by and between Camden Property Trust and certain senior executive officersExhibit 10.13 to Form 10-K for the year ended December 31, 1996
10.7Second Amended and Restated Employment Agreement, dated November 3, 2008, between Camden Property Trust and H. Malcolm StewartExhibit 99.1 to Form 8-K filed on November 4, 2008
10.8Second Amended and Restated Camden Property Trust Key Employee Share Option Plan (KEYSOP™), effective as of January 1, 2008Exhibit 99.5 to Form 8-K filed on November 30, 2007
10.9Amendment No. 1 to Second Amended and Restated Camden Property Trust Key Employee Share Option Plan, effective as of January 1, 2008Exhibit 99.1 to Form 8-K filed on December 8, 2008
10.10Form of Amended and Restated Master Exchange Agreement between Camden Property Trust and certain key employeesExhibit 10.7 to Form 10-K for the year ended December 31, 2003
10.11Form of Amended and Restated Master Exchange Agreement between Camden Property Trust and certain trust managersExhibit 10.8 to Form 10-K for the year ended December 31, 2003
Exhibit No.DescriptionFiled Herewith or Incorporated Herein by Reference (1)
10.12Form of Amended and Restated Master Exchange Agreement between Camden Property Trust and certain key employeesExhibit 10.9 to Form 10-K for the year ended December 31, 2003
10.13Form of Master Exchange Agreement between Camden Property Trust and certain trust managersExhibit 10.10 to Form 10-K for the year ended December 31, 2003
10.14Form of Amendment No. 1 to Amended and Restated Master Exchange Agreement (Trust Managers) effective November 27, 2007Exhibit 10.1 to Form 10-Q filed on July 30, 2010
10.15Form of Amendment No. 1 to Amended and Restated Master Exchange Agreement (Key Employees) effective November 27, 2007Exhibit 10.2 to Form 10-Q filed on July 30, 2010
10.16Form of Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P.Exhibit 10.1 to Form S-4 filed on February 26, 1997 (Registration No. 333-22411)
10.17First Amendment to Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P., dated as of February 23, 1999Exhibit 99.2 to Form 8-K filed on March 10, 1999
10.18Form of Second Amendment to Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P., dated as of August 13, 1999Exhibit 10.15 to Form 10-K for the year ended December 31, 1999
10.19Form of Third Amendment to Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P., dated as of September 7, 1999Exhibit 10.16 to Form 10-K for the year ended December 31, 1999
10.20Form of Fourth Amendment to Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P., dated as of January 7, 2000Exhibit 10.17 to Form 10-K for the year ended December 31, 1999
10.21Form of Amendment to Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P., dated as of December 1, 2003Exhibit 10.19 to Form 10-K for the year ended December 31, 2003
10.22Amended and Restated 1993 Share Incentive Plan of Camden Property TrustExhibit 10.18 to Form 10-K for the year ended December 31, 1999
10.23Amended and Restated Camden Property Trust 1999 Employee Share Purchase PlanExhibit 10.1 to Form 10-Q for the quarter ended June 30, 2014
10.24Amended and Restated 2002 Share Incentive Plan of Camden Property TrustExhibit 10.1 to Form 10-Q for the quarter ended March 31, 2002
10.25Amendment to Amended and Restated 2002 Share Incentive Plan of Camden Property TrustExhibit 99.1 to Form 8-K filed on May 4, 2006
10.26Amendment to Amended and Restated 2002 Share Incentive Plan of Camden Property Trust, effective as of January 1, 2008Exhibit 99.1 to Form 8-K filed on July 29, 2008
10.27Camden Property Trust 2011 Share Incentive Plan, effective as of May 11, 2011Exhibit 99.1 to Form 8-K filed on May 12, 2011
10.28Amendment No. 1 to 2011 Share Incentive Plan of Camden Property Trust, dated as of July 31, 2012Exhibit 99.1 to Form 8-K filed on August 6, 2012
10.29Amendment No. 2 to the 2011 Share Incentive Plan of Camden Property Trust, dated as of July 30, 2013Exhibit 99.1 to Form 8-K filed on August 5, 2013
10.30Amendment No. 3 to the 2011 Share Incentive Plan of Camden Property Trust, dated as of October 28, 2015Exhibit 99.1 to Form 8-K filed on October 29, 2015
Exhibit No.DescriptionFiled Herewith or Incorporated Herein by Reference (1)
10.31Camden Property Trust Short Term Incentive PlanExhibit 10.2 to Form 10-Q for the quarter ended March 31, 2002
10.32Second Amended and Restated Camden Property Trust Non-Qualified Deferred Compensation PlanExhibit 99.1 to Form 8-K filed on February 21, 2014
10.33Form of Second Amended and Restated Agreement of Limited Partnership of Camden Summit Partnership, L.P. among Camden Summit, Inc., as general partner, and the persons whose names are set forth on Exhibit A theretoExhibit 10.4 to Form S-4 filed on November 24, 2004 (Registration No. 333-120733)
10.34Form of Tax, Asset and Income Support Agreement among Camden Property Trust, Camden Summit, Inc., Camden Summit Partnership, L.P. and each of the limited partners who has executed a signature page theretoExhibit 10.5 to Form S-4 filed on November 24, 2004 (Registration No. 333-120733)
10.35Employment Agreement dated February 15, 1999, by and among William B. McGuire, Jr., Summit Properties Inc. and Summit Management Company, as restated on August 24, 2001Exhibit 10.1 to Summit Properties Inc.’s Form 10-Q for the quarter ended September 30, 2001 (File No. 000-12792)
10.36Amendment Agreement, dated as of June 19, 2004, among William B. McGuire, Jr., Summit Properties Inc. and Summit Management CompanyExhibit 10.8.2 to Summit Properties Inc.’s Form 10-Q for the quarter ended June 30, 2004 (File No. 001-12792)
10.37Employment Agreement dated February 15, 1999, by and among William F. Paulsen, Summit Properties Inc. and Summit Management Company, as restated on April 3, 2001Exhibit 10.1 to Summit Properties Inc.’s Form 10-Q for the quarter ended June 30, 2001 (File No. 000-12792)
10.38Amendment Agreement, dated as of June 19, 2004, among William F. Paulsen, Summit Properties Inc. and Summit Management CompanyExhibit 10.8.2 to Summit Properties Inc.’s Form 10-Q for the quarter ended June 30, 2004 (File No. 001-12792)
10.39Separation Agreement, dated as of February 28, 2005, between Camden Property Trust and William B. McGuire, Jr.Exhibit 99.1 to Form 8-K filed on April 28, 2005
10.40Separation Agreement, dated as of February 28, 2005, between Camden Property Trust and William F. PaulsenExhibit 99.2 to Form 8-K filed on April 28, 2005
10.41Master Credit Agreement, dated as of September 24, 2008, among CSP Community Owner, LLC, CPT Community Owner, LLC, and Red Mortgage Capital, Inc. (2)Exhibit 10.4 to Form 10-Q filed on July 30, 2010
10.42Form of Master Credit Facility Agreement, dated as of April 17, 2009, among Summit Russett, LLC, 2009 CPT Community Owner, LLC, 2009 CUSA Community Owner, LLC, 2009 CSP Community Owner LLC, and 2009 COLP Community Owner, LLC, as borrowers, Camden Property Trust, as guarantor, and Red Mortgage Capital, Inc., as lender (2)Exhibit 10.5 to Form 10-Q filed on July 30, 2010
10.43Distribution Agency Agreement, dated November 3, 2014, between Camden Property Trust and Jefferies LLCExhibit 1.1 to Form 8-K filed on November 5, 2014
10.44Distribution Agency Agreement, dated November 3, 2014, between Camden Property Trust and J.P. Morgan Securities LLCExhibit 1.2 to Form 8-K filed on November 5, 2014
Exhibit No.DescriptionFiled Herewith or Incorporated Herein by Reference (1)
10.45Distribution Agency Agreement, dated November 3, 2014, between Camden Property Trust and Merrill Lynch, Pierce, Fenner & Smith IncorporatedExhibit 1.3 to Form 8-K filed on November 5, 2014
10.46Distribution Agency Agreement, dated November 3, 2014, between Camden Property Trust and SunTrust Robinson Humphrey, Inc.Exhibit 1.4 to Form 8-K filed on November 5, 2014
10.47Distribution Agency Agreement, dated November 3, 2014, between Camden Property Trust and Wells Fargo Securities, LLCExhibit 1.5 to Form 8-K filed on November 5, 2014
10.48Second 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 BookrunnersExhibit 99.1 to Form 8-K filed on August 11, 2015
12.1Statement Regarding Computation of RatiosFiled Herewith
21.1List of Significant SubsidiariesFiled Herewith
23.1Consent of Deloitte & Touche LLPFiled Herewith
24.1Powers of Attorney for Heather J. Brunner, Scott S. Ingraham, Renu Khator, Lewis A. Levey, William B. McGuire, Jr., F. Gardner Parker, William F. Paulsen, Frances Aldrich Sevilla-Sacasa, Steven A. Webster, and Kelvin R. WestbrookFiled Herewith
31.1Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange ActFiled Herewith
31.2Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange ActFiled Herewith
32.1Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002Filed Herewith
101.INSXBRL Instance DocumentFiled Herewith
101.SCHXBRL Taxonomy Extension Schema DocumentFiled Herewith
101.CALXBRL Taxonomy Extension Calculation Linkbase DocumentFiled Herewith
101.DEFXBRL Taxonomy Extension Definition Linkbase DocumentFiled Herewith
101.LABXBRL Taxonomy Extension Label Linkbase DocumentFiled Herewith
101.PREXBRL Taxonomy Extension Presentation Linkbase DocumentFiled Herewith
(1)Unless otherwise indicated, all references to reports or registration statements are to reports or registration statements filed by Camden Property Trust (File No. 1-12110).
(2)Portions of the exhibit have been omitted pursuant to a request for confidential treatment.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Camden Property Trust has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

February 13, 2017CAMDEN PROPERTY TRUST
By:/s/ Michael P. Gallagher
Michael P. Gallagher
Senior Vice President — Chief Accounting Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of Camden Property Trust and in the capacities and on the dates indicated.

NameTitleDate
/s/ Richard J. CampoChairman of the Board of TrustFebruary 13, 2017
Richard J. CampoManagers and Chief Executive Officer (Principal Executive Officer)
/s/ D. Keith OdenPresident and Trust ManagerFebruary 13, 2017
D. Keith Oden
/s/ Alexander J. JessettExecutive Vice President - Finance,February 13, 2017
Alexander J. JessettChief Financial Officer and Treasurer (Principal Financial Officer)
/s/ Michael P. GallagherSenior Vice President - Chief AccountingFebruary 13, 2017
Michael P. GallagherOfficer (Principal Accounting Officer)
*
Heather J. BrunnerTrust ManagerFebruary 13, 2017
*
Scott S. IngrahamTrust ManagerFebruary 13, 2017
*
Renu KhatorTrust ManagerFebruary 13, 2017
*
Lewis A. LeveyTrust ManagerFebruary 13, 2017
*
William B. McGuire, Jr.Trust ManagerFebruary 13, 2017
*
F. Gardner ParkerTrust ManagerFebruary 13, 2017
*
William F. PaulsenTrust ManagerFebruary 13, 2017
*
Frances Aldrich Sevilla-SacasaTrust ManagerFebruary 13, 2017
*
Steven A. WebsterTrust ManagerFebruary 13, 2017
*
Kelvin R. WestbrookTrust ManagerFebruary 13, 2017
*By: /s/ Alexander J. Jessett
Alexander J. Jessett Attorney-in-fact

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trust Managers and Shareholders of

Camden Property Trust

Houston, Texas

We have audited the accompanying consolidated balance sheets of Camden Property Trust and subsidiaries (the “Company”) as of December 31, 2016 and 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, 2016. Our audits also included the financial statement schedules listed in the Index at Item 15. These financial statements and financial statement schedules are the responsibility of the Company's management. Our responsibility is to express an opinion on the financial statements and financial statement schedules based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

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, 2016 and 2015, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2016, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.

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, 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 13, 2017 expressed an unqualified opinion on the Company's internal control over financial reporting.

/s/ DELOITTE & TOUCHE LLP
Houston, Texas
February 13, 2017

F-1

CAMDEN PROPERTY TRUST

CONSOLIDATED BALANCE SHEETS

December 31,
(in thousands, except per share amounts)20162015
Assets
Real estate assets, at cost
Land$967,375$989,247
Buildings and improvements5,967,0235,911,432
$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 land442,292486,918
Investments in joint ventures30,25433,698
Discontinued operations held for sale, including land—239,063
Total real estate assets$5,516,288$5,879,664
Accounts receivable – affiliates24,02825,100
Other assets, net142,010116,260
Short-term investments100,000—
Cash and cash equivalents237,36410,617
Restricted cash8,4625,971
Total assets$6,028,152$6,037,612
Liabilities and equity
Liabilities
Notes payable
Unsecured$1,583,236$1,824,930
Secured897,352899,757
Accounts payable and accrued expenses137,813133,353
Accrued real estate taxes49,04145,223
Distributions payable69,16164,275
Other liabilities118,95997,814
Total liabilities$2,855,562$3,065,352
Commitments and contingencies (Note 13)
Non-qualified deferred compensation share awards77,03779,364
Equity
Common shares of beneficial interest; $0.01 par value per share; 175,000 shares authorized; 100,694 and 100,636 issued; 97,818 and 97,571 outstanding at December 31, 2016 and 2015, respectively978976
Additional paid-in capital3,678,2773,662,864
Distributions in excess of net income attributable to common shareholders(289,180)(458,577)
Treasury shares, at cost (10,330 and 10,703 common shares, at December 31, 2016 and 2015, respectively)(373,339)(386,793)
Accumulated other comprehensive loss(1,863)(1,913)
Total common equity$3,014,873$2,816,557
Non-controlling interests80,68076,339
Total equity$3,095,553$2,892,896
Total liabilities and equity$6,028,152$6,037,612

See Notes to Consolidated Financial Statements.

F-2

CAMDEN PROPERTY TRUST

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

Year Ended December 31,
(in thousands, except per share amounts)201620152014
Property revenues
Rental revenues$750,597$721,816$686,642
Other property revenues125,850113,802103,621
Total property revenues$876,447$835,618$790,263
Property expenses
Property operating and maintenance$206,780$202,105$194,574
Real estate taxes104,57598,89591,126
Total property expenses$311,355$301,000$285,700
Non-property income
Fee and asset management$6,864$6,999$9,832
Interest and other income2,202597842
Income (loss) on deferred compensation plans5,511(264)3,937
Total non-property income$14,577$7,332$14,611
Other expenses
Property management$25,125$23,055$22,070
Fee and asset management3,8484,7425,341
General and administrative47,41546,23351,005
Interest93,14597,31294,906
Depreciation and amortization250,146240,944222,055
Expense (benefit) on deferred compensation plans5,511(264)3,937
Total other expenses$425,190$412,022$399,314
Gain on sale of operating properties, including land295,397104,288159,289
Impairment associated with land holdings——(1,152)
Equity in income of joint ventures7,1256,1687,023
Income from continuing operations before income taxes$457,001$240,384$285,020
Income tax expense(1,617)(1,872)(1,903)
Income from continuing operations$455,384$238,512$283,117
Income from discontinued operations7,60519,75018,197
Gain on sale of discontinued operations, net of tax375,237——
Net income$838,226$258,262$301,314
Less income allocated to non-controlling interests from continuing operations(18,403)(8,947)(9,225)
Net income attributable to common shareholders$819,823$249,315$292,089

See Notes to Consolidated Financial Statements.

F-3

CAMDEN PROPERTY TRUST

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (Continued)

Year Ended December 31,
(In thousands, except per share amounts)201620152014
Earnings per share – basic
Earnings per common share from continuing operations$4.81$2.55$3.08
Earnings per common share from discontinued operations4.270.220.21
Total earnings per common share – basic$9.08$2.77$3.29
Earnings per share – diluted
Earnings per common share from continuing operations$4.79$2.54$3.06
Earnings per common share from discontinued operations4.260.220.21
Total earnings per common share – diluted$9.05$2.76$3.27
Weighted average number of common shares outstanding – basic89,58089,12088,084
Weighted average number of common shares outstanding – diluted89,90389,49088,468
Net income attributable to common shareholders
Income from continuing operations$455,384$238,512$283,117
Less income allocated to non-controlling interests from continuing operations(18,403)(8,947)(9,225)
Income from continuing operations attributable to common shareholders$436,981$229,565$273,892
Income from discontinued operations, including gain on sale$382,842$19,750$18,197
Net income attributable to common shareholders$819,823$249,315$292,089
Consolidated Statements of Comprehensive Income
Net income$838,226$258,262$301,314
Other comprehensive income
Unrealized loss on cash flow hedging activities——(417)
Unrealized gain (loss) and unamortized prior service cost on post retirement obligation(80)357(970)
Reclassification of net loss on cash flow hedging activities, prior service cost and net loss on post retirement obligation13014974
Comprehensive income$838,276$258,768$300,001
Less income allocated to non-controlling interests from continuing operations(18,403)(8,947)(9,225)
Comprehensive income attributable to common shareholders$819,873$249,821$290,776

See Notes to Consolidated Financial Statements.

F-4

CAMDEN PROPERTY TRUST

CONSOLIDATED STATEMENTS OF EQUITY

Common Shareholders
(in thousands, except per share amounts)Common shares of beneficial interestAdditional paid-in capitalDistributions in excess of net incomeTreasury shares, at costAccumulated other comprehensive lossNon-controlling interestsTotal equity
Equity, December 31, 2013$967$3,596,069$(494,167)$(410,227)$(1,106)$68,645$2,760,181
Net income292,0899,225301,314
Other comprehensive loss(1,313)(1,313)
Common shares issued (898 shares)966,21666,225
Net share awards8,01011,35819,368
Employee share purchase plan1,0121,2592,271
Common share options exercised (55 shares)15179841,502
Change in classification of deferred compensation plan(7,702)(7,702)
Change in redemption value of non-qualified share awards(17,921)(17,921)
Diversification of share awards within deferred compensation plan3,2731,3964,669
Conversions of operating partnership units (1 share)52(52)—
Cash distributions declared to equity holders ($2.64 per share)(235,174)(5,011)(240,185)
Other(1)1—
Equity, December 31, 2014$976$3,667,448$(453,777)$(396,626)$(2,419)$72,807$2,888,409
Net income249,3158,947258,262
Other comprehensive income506506
Net share awards13,0209,30522,325
Employee share purchase plan5835281,111
Common share options exercised176176
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 plan2,1341,4233,557
Conversions of operating partnership units (2 shares)86(86)—
Cash distributions declared to equity holders ($2.80 per share)(251,750)(5,309)(257,059)
Purchase of non-controlling interests(9,480)(20)(9,500)
Other(104)(104)
Equity, December 31, 2015$976$3,662,864$(458,577)$(386,793)$(1,913)$76,339$2,892,896

See Notes to Consolidated Financial Statements.

F-5

CAMDEN PROPERTY TRUST

CONSOLIDATED STATEMENTS OF EQUITY (Continued)

Common Shareholders
(in thousands, except per share amounts)Common shares of beneficial interestAdditional paid-in capitalDistributions in excess of net incomeTreasury shares, at costAccumulated other comprehensive lossNon-controlling interestsTotal equity
Equity, December 31, 2015$976$3,662,864$(458,577)$(386,793)$(1,913)$76,339$2,892,896
Net income819,82318,403838,226
Other comprehensive income5050
Net share awards15,2139,78324,996
Employee share purchase plan9447531,697
Common share options exercised (45 shares)1,0032,9183,921
Change in classification of deferred compensation plan(13,956)(13,956)
Change in redemption value of non-qualified share awards(9,145)(9,145)
Diversification of share awards within deferred compensation plan11,93113,49725,428
Conversions and redemptions of operating partnership units (8 shares)290(370)(80)
Cash distributions declared to equity holders ($7.25 per share)(654,778)(13,692)(668,470)
Other2(12)(10)
Equity, December 31, 2016$978$3,678,277$(289,180)$(373,339)$(1,863)$80,680$3,095,553

See Notes to Consolidated Financial Statements.

F-6

CAMDEN PROPERTY TRUST

CONSOLIDATED STATEMENTS OF CASH FLOWS

Year Ended December 31,
(in thousands)201620152014
Cash flows from operating activities
Net income$838,226$258,262$301,314
Net income from discontinued operations, including gain on sale(382,842)(19,750)(18,197)
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization250,146240,944222,055
Gain on sale of operating properties, including land(295,397)(104,288)(159,289)
Impairment associated with land holdings——1,152
Distributions of income from joint ventures7,0576,3877,399
Equity in income of joint ventures(7,125)(6,168)(7,023)
Share-based compensation20,12317,67415,552
Net change in operating accounts and other281(5,761)22,298
Net cash from continuing operating activities$430,469$387,300$385,261
Net cash from discontinued operating activities12,59435,93833,267
Net cash from operating activities$443,063$423,238$418,528
Cash flows from investing activities
Development and capital improvements$(342,952)$(411,799)$(497,124)
Acquisition of operating properties——(62,260)
Proceeds from sales of operating properties, including land515,754145,044237,625
Purchase of short-term investments(100,000)——
Distributions from investments in joint ventures3,5122,5126,350
Other(6,994)(15,217)(4,945)
Net cash from continuing investing activities$69,320$(279,460)$(320,354)
Proceeds from discontinued operations622,982——
Net cash from discontinued investing activities(1,890)(13,775)(6,233)
Net cash from investing activities$690,412$(293,235)$(326,587)

See Notes to Consolidated Financial Statements.

F-7

CAMDEN PROPERTY TRUST

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

Year Ended December 31,
(in thousands)201620152014
Cash flows from financing activities
Borrowings on unsecured credit facility and other short-term borrowings$1,305,000$1,466,000$2,246,000
Repayments on unsecured credit facility and other short-term borrowings(1,549,000)(1,222,000)(2,246,000)
Proceeds from notes payable——248,078
Repayment of notes payable(3,077)(253,043)(36,340)
Distributions to common shareholders and non-controlling interests(663,363)(253,129)(236,514)
Purchase of non-controlling interests—(9,500)—
Proceeds from issuance of common shares——66,225
Other6,203(1,559)2,033
Net cash from financing activities$(904,237)$(273,231)$43,482
Net increase (decrease) in cash, cash equivalents, and restricted cash229,238(143,228)135,423
Cash, cash equivalents, and restricted cash, beginning of year16,588159,81624,393
Cash, cash equivalents, and restricted cash, end of year$245,826$16,588$159,816
Reconciliation of cash, cash equivalents, and restricted cash to the Consolidated Balance Sheet
Cash and cash equivalents$237,364$10,617$153,918
Restricted cash8,4625,9715,898
Total cash, cash equivalents, and restricted cash, end of year245,82616,588159,816
Supplemental information
Cash paid for interest, net of interest capitalized$93,302$96,179$86,711
Cash paid for income taxes2,4241,8891,658
Supplemental schedule of noncash investing and financing activities
Distributions declared but not paid$69,161$64,275$60,386
Value of shares issued under benefit plans, net of cancellations19,00618,33619,310
Accrual associated with construction and capital expenditures22,76224,17522,456

See Notes to Consolidated Financial Statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

  1. Description of Business

Business. Formed on May 25, 1993, Camden Property Trust, a Texas real estate investment trust (“REIT”), is primarily engaged in the ownership, management, development, redevelopment, acquisition, and construction of multifamily apartment communities. Our multifamily apartment communities are referred to as “communities,” “multifamily communities,” “properties,” or “multifamily properties” in the following discussion. As of December 31, 2016, we owned interests in, operated, or were developing 159 multifamily properties comprised of 55,366 apartment homes across the United States. Of the 159 properties, seven properties were under construction, and will consist of a total of 2,573 apartment homes when completed. We also own land holdings which we may develop into multifamily communities in the future.

  1. Summary of Significant Accounting Policies and Recent Accounting Pronouncements

Principles of Consolidation. Our consolidated financial statements include our accounts and the accounts of other subsidiaries and joint ventures (including partnerships and limited liability companies) over which we have control. All intercompany transactions, balances, and profits have been eliminated in consolidation. Investments acquired or created are evaluated based on the accounting guidance relating to variable interest entities (“VIEs”), which requires the consolidation of VIEs in which we are considered to be the primary beneficiary. If the investment is determined not to be a VIE, then the investment is evaluated for consolidation primarily using a voting interest model. In determining if we have a controlling financial interest, we consider factors such as ownership interests, authority to make decisions, kick-out rights and participating rights. At December 31, 2016, two of our consolidated operating partnerships are VIEs, of which we held between 92% and 94% of the outstanding common limited partnership units and the sole 1% general partnership interest of each consolidated operating partnership. As we are considered the primary beneficiary, we continue to consolidate these operating partnerships.

Acquisitions of Real Estate. Upon acquisition of real estate, we determine the fair value of tangible and intangible assets, which includes land, buildings (as-if-vacant), furniture and fixtures, the value of in-place leases, including above and below market leases, and acquired liabilities. In estimating these values, we apply methods similar to those used by independent appraisers of income-producing property. Upon the acquisition of a controlling interest of an investment in an unconsolidated joint venture, such joint venture is consolidated and our initial equity investment is remeasured to fair value at the date the controlling interest is acquired; any difference between the carrying value of the previously held equity investment and the fair value is recognized in earnings at the time of obtaining control. Upon our adoption of Accounting Standard Update 2017-01 ("ASU 2017-01") on January 1, 2017, as discussed below in Recent Accounting Pronouncements, we believe most future transaction costs relating to acquisition of operating assets will be capitalized. Prior to our adoption of ASU 2017-01 transaction costs associated with the acquisition of operating assets were expensed as incurred. Estimates of fair value of acquired debt are based upon interest rates available for the issuance of debt with similar terms and remaining maturities. Depreciation is computed on a straight-line basis over the remaining useful lives of the related tangible assets. The value of in-place leases and above or below market leases is amortized over the estimated average remaining life of leases in place at the time of acquisition. The net carrying value of below market leases is included in other liabilities in our consolidated balance sheets and the net carrying value of in-place leases is included in other assets, net in our consolidated balance sheets.

Revenues recognized related to below market leases and amortization expense related to in-place leases for the years ended December 31, 2016, 2015 and 2014 are as follows:

December 31,
(in millions)201620152014
Revenues related to below market leases$—$0.1$0.2
Amortization of in-place leases$—$0.5$1.4

The weighted average amortization period of below market leases and in-place leases was approximately eight months and seven months for the years ended and December 31, 2015 and 2014, respectively. There were no below market leases or in-place leases during the year ended December 31, 2016.

Asset Impairment. Long-lived assets are reviewed for impairment annually or whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Impairment may exist if estimated future undiscounted cash flows associated with long-lived assets are not sufficient to recover the carrying value of such assets. We consider projected future undiscounted cash flows, trends, strategic decisions regarding future development plans, and other factors in our assessment of whether impairment conditions exist. While we believe our estimates of future cash flows are reasonable, different assumptions regarding a number of factors, including market rents, economic conditions, and occupancies, could significantly affect these estimates. In estimating fair value, management uses appraisals, management estimates, and discounted cash flow calculations which utilize inputs from a marketplace participant’s perspective. When impairment exists,

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the long-lived asset is adjusted to its fair value. In addition, we evaluate our equity investments in joint ventures and if we believe there is an other than temporary decline in market value of our investment below our carrying value, we will record an impairment charge. We did not record any impairment charges for the years ended December 31, 2016 or 2015. See Note 7, "Acquisitions, Dispositions, Impairment, and Discontinued Operations," for discussion of impairment during the year ended December 31, 2014.

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

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

Short-term Investments. At December 31, 2016, our short-term investments consists of certificates of deposit which have original maturities of more than three months but less than one year. The carrying value of our short-term investments approximate their fair values due to the short-term nature of these investments.

Cash and Cash Equivalents. All cash and investments in money market accounts and other highly liquid securities with a maturity of three months or less at the date of purchase are considered to be cash and cash equivalents. We maintain the majority of our cash and cash equivalents at major financial institutions in the United States and deposits with these financial institutions may exceed the amount of insurance provided on such deposits; however, we regularly monitor the financial stability of these financial institutions and believe we are not currently exposed to any significant default risk with respect to these deposits.

Cost Capitalization. Real estate assets are carried at cost plus capitalized carrying charges. Carrying charges are primarily interest and real estate taxes which are capitalized as part of properties under development. Capitalized interest is generally based on the weighted average interest rate of our unsecured debt. Expenditures directly related to the development and improvement of real estate assets are capitalized at cost as land and buildings and improvements. Indirect development costs, including salaries and benefits and other related costs directly attributable to the development of properties, are also capitalized. We begin capitalizing development, construction, and carrying costs when the development of the future real estate asset is probable and activities necessary to prepare the underlying real estate for its intended use have been initiated. All construction and carrying costs are capitalized and reported in the balance sheet as properties under development until the apartment homes are substantially completed. As apartment homes within development properties are completed, the total capitalized development cost of each apartment home is transferred from properties under development including land to buildings and improvements.

As discussed above, carrying charges are principally interest and real estate taxes capitalized as part of properties under development. Capitalized interest was approximately $18.2 million, $19.3 million, and $22.2 million for the years ended December 31, 2016, 2015, and 2014, respectively. Capitalized real estate taxes were approximately $4.5 million, $3.6 million, and $4.4 million for the years ended December 31, 2016, 2015, and 2014, respectively.

Where possible, we stage our construction to allow leasing and occupancy during the construction period, which we believe minimizes the duration of the lease-up period following completion of construction. Our accounting policy related to properties in the development and leasing phase is to expense all operating expenses associated with completed apartment homes. We capitalize renovation and improvement costs we believe extend the economic lives of depreciable property. Capital expenditures subsequent to initial construction are capitalized and depreciated over their estimated useful lives.

We also incur expenditures related to renovation and construction of office space we lease and we capitalize these leasehold improvements as furniture, fixtures, equipment and other. We depreciate these costs using the straight-line method over the shorter of the lease term or the useful life of the improvement.

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

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Estimated Useful Life
Buildings and improvements5-35 years
Furniture, fixtures, equipment and other3-20 years
Intangible assets/liabilities (in-place leases and below market leases)underlying lease term

Discontinued Operations. A property is classified as a discontinued operation when the disposal represents a strategic shift, such as disposal of a major line of business, a major geographical area or a major equity investment. The results of operations for properties sold during the period or classified as held for sale at the end of the period, and meeting the above criteria of discontinued operations, are classified as discontinued operations for all periods presented. The property-specific components of earnings classified as discontinued operations include separately identifiable property-specific revenues, expenses, depreciation, and interest expense, if any. The gain or loss resulting from the eventual disposal of the held for sale properties meeting the criteria of discontinued operations is also classified within discontinued operations. Real estate assets held for sale are measured at the lower of carrying amount or fair value less costs to sell and are presented separately in the accompanying consolidated balance sheets. Subsequent to classification of a property as held for sale, no further depreciation is recorded. Consolidated operating properties sold or classified as held for sale, which do not meet the above criteria of discontinued operations are not included in discontinued operations and the related gains and losses are included in continuing operations. Properties sold by our unconsolidated entities which do not meet the above criteria of discontinued operations are not included in discontinued operations and related gains or losses are reported as a component of equity in income of joint ventures.

Gains on sale of real estate are recognized using the full accrual or partial sale methods, as applicable, in accordance with accounting principles generally accepted in the United States of America ("GAAP"), provided various criteria relating to the terms of sale and any subsequent involvement with the real estate sold are satisfied.

See Note 7, "Acquisitions, Dispositions, Impairment, and Discontinued Operations," for discussion of discontinued operations for the year ended December 31, 2016, 2015 and 2014.

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

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

•Level 1: Quoted prices for identical instruments in active markets.
•Level 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.
•Level 3: Significant inputs to the valuation model are unobservable.

Recurring Fair Value Measurements. The valuation methodology we use to measure our deferred compensation plan investments is based on quoted market prices utilizing public information for the same transactions. Our deferred compensation plan investments are recorded at fair value on a recurring basis and included in other assets in our consolidated balance sheets.

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

Financial Instrument Fair Value Disclosures. As of December 31, 2016 and 2015, the carrying values of cash and cash equivalents, short-term investments, accounts receivable, accounts payable, accrued expenses and distributions payable represent fair value because of the short-term nature of these instruments. The carrying value of restricted cash approximates its fair value based on the nature of our assessment of the ability to recover these amounts. The carrying value of our notes

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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. In calculating the fair value of our notes payable, interest rate and spread assumptions reflect current credit worthiness and market conditions available for the issuance of notes payable with similar terms and remaining maturities. These financial instruments utilize Level 2 inputs.

Income Recognition. Our rental and other property revenue is recorded when due from residents and is recognized monthly as it is earned. Other property revenue consists primarily of utility rebillings and administrative, application, and other transactional fees charged to our residents. Our apartment homes are rented to residents on lease terms generally ranging from six to eighteen months, with monthly payments due in advance. All other sources of income, including interest and fee and asset management income, are recognized as earned. Operations of multifamily properties acquired are recorded from the date of acquisition in accordance with the acquisition method of accounting. In management’s opinion, due to the number of residents, the types and diversity of submarkets in which our properties operate, and the collection terms, there is no significant concentration of credit risk.

Reclassifications. Certain reclassifications have been made to amounts in prior period financial statements to conform to the current period presentation. We reclassified certain insignificant amounts in the consolidated statements of cash flows for the years ended December 31, 2015 and 2014. These reclassifications had no impact on our consolidated cash flows from operating, investing or financing activities. Additionally, we adopted Accounting Standards Update 2016-18 ("ASU 2016-18"), "Statement of Cash Flows: Restricted Cash (a consensus of the Emerging Issues Task Force)." as of December 31, 2016. ASU 2016-18 requires the change in restricted cash to be reported with cash and cash equivalents when reconciling between beginning and ending amounts shown on our consolidated statement of cash flows, and is to be applied retrospectively for all periods presented. See Recent Accounting Pronouncements below for the impact of the reclassifications made in prior periods as a result of our adoption of ASU 2016-18.

Insurance. Our primary lines of insurance coverage are property, general liability, health, and workers’ compensation. We believe our insurance coverage adequately insures our properties against the risk of loss attributable to fire, earthquake, hurricane, tornado, flood, and other perils and adequately insures us against other risks. Losses are accrued based upon our estimates of the aggregate liability for claims incurred using certain actuarial assumptions followed in the insurance industry and based on our experience.

Other Assets, Net. Other assets in our consolidated financial statements include investments under deferred compensation plans, deferred financing costs, non-real estate leasehold improvements and equipment, notes receivable, prepaid expenses, the value of in-place leases net of related accumulated amortization, and other miscellaneous receivables. Investments under deferred compensation plans are classified as trading securities and are adjusted to fair market value at period end. For a further discussion of our investments under deferred compensation plans, see Note 10, “Share-based Compensation and Benefit Plans.” Deferred financing costs are related to our unsecured credit facility and unsecured short-term borrowing facility, and are amortized no longer than the terms of the related facilities on the straight-line method, which approximates the effective interest method. Corporate leasehold improvements and equipment are depreciated using the straight-line method over the shorter of the expected useful lives or the lease terms which generally range from three to ten years.

Our notes receivable relate to real estate secured loans to unaffiliated third parties. At December 31, 2016, we had one outstanding notes receivable balance of approximately $17.2 million and at December 31, 2015, we had two outstanding notes receivable balances of an aggregate of approximately $13.2 million. The weighted average interest rates were approximately 4.1% for each of the years ended December 31, 2016 and 2015, respectively, related to such notes. At December 31, 2016, we were also committed to funding an additional $0.8 million under the note. Interest is recognized over the lives of the notes and is included in interest and other income in our consolidated statements of income and comprehensive income. We consider a note receivable to be impaired if it is probable we will not collect all contractually due principal and interest. We do not accrue interest when a note is considered impaired and an allowance is recorded for any principal and previously accrued interest which is not believed to be collectible. All cash receipts on impaired notes are applied to reduce the principal amount of such notes until the principal has been recovered and, thereafter, are recognized as interest income. There were no impairments as of December 31, 2016 or 2015.

Reportable Segments. We operate in a single reportable segment which includes the ownership, management, development, redevelopment, acquisition, and construction of multifamily apartment communities. Each of our operating properties is considered a separate operating segment as each property earns revenues and incurs expenses, individual operating results are reviewed and discrete financial information is available. We do not distinguish or group our consolidated operations based on geography, size or type. Our multifamily apartment communities have similar long-term economic characteristics and provide similar products and services to our residents. Further, all material operations are within the United States and no multifamily apartment community comprises more than 10% of consolidated revenues. As a result, our operating properties are aggregated into a single reportable segment. Our multifamily communities generate rental revenue and other income through

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the leasing of apartment homes, which comprised approximately 99% of our total property revenues and total non-property income, excluding income on deferred compensation plans, for each of the years ended December 31, 2016, 2015, and 2014.

Restricted Cash. Restricted cash consists of escrow deposits held by lenders for property taxes, insurance and replacement reserves, cash required to be segregated for the repayment of residents’ security deposits, and escrowed amounts related to our development and acquisition activities. Substantially all restricted cash is invested in demand and short-term instruments.

Share-based Compensation. Compensation expense associated with share-based awards is recognized in our consolidated statements of income and comprehensive income using the grant-date fair values. Compensation cost for all share-based awards, including options, requires measurement at estimated fair value on the grant date and recognition of compensation expense over the requisite service period for awards expected to vest. The fair value of stock option grants is estimated using the Black-Scholes valuation model. Valuation models require the input of assumptions, including judgments to estimate the expected stock price volatility, expected life, and forfeiture rate. The compensation cost for share-based awards is based on the market value of the shares on the date of grant.

Use of Estimates. In the application of GAAP, management is required to make estimates and assumptions which affect the reported amounts of assets and liabilities at the date of the financial statements, results of operations during the reporting periods, and related disclosures. Our more significant estimates include estimates supporting our impairment analysis related to the carrying values of our real estate assets. These estimates are based on historical experience and other assumptions believed to be reasonable under the circumstances. Future events rarely develop exactly as forecasted, and the best estimates routinely require adjustment.

Recent Accounting Pronouncements. In the second quarter of 2014, the FASB issued Accounting Standards Update ("ASU") 2014-09 (“ASU 2014-09”), "Revenue from Contracts with Customers." ASU 2014-09 prescribes a single, common revenue standard to replace most existing revenue recognition guidance in GAAP, including most industry-specific requirements. The standard outlines a five-step model whereby revenue is recognized as performance obligations within a contract are satisfied. Several ASUs have been issued since the issuance of ASU 2014-09 which modify certain sections of the new revenue recognition standard, and are intended to promote a more consistent interpretation and application of the principles outlined in the standard. We will adopt ASU 2014-09 effective January 1, 2018 using the modified retrospective with cumulative-effect transition method. We have identified our revenue streams and are in the process of evaluating the impact on our consolidated financial statements and internal accounting processes; however, as the majority of our revenue is derived from real estate lease contracts we do not expect the adoption of ASU 2014-09 or related amendments and modifications by the FASB will have a material impact on our consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, "Leases" ("ASU 2016-02"). ASU 2016-02 supersedes the current accounting for leases and while retaining two distinct types of leases, finance and operating, (i) requires lessees to record a right of use asset and a related liability for the rights and obligations associated with a lease, regardless of lease classification, and recognize lease expense in a manner similar to current accounting, (ii) eliminates most real estate specific lease provisions, and, (iii) aligns many of the underlying lessor model principles with those in the new revenue standard. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, and interim periods within. Entities are required to use a modified retrospective approach when transitioning to ASU 2016-02 for leases that exist as of or are entered into after the beginning of the earliest comparative period presented in the financial statements. Early adoption is permitted and we plan to early adopt ASU 2016-02 as of January 1, 2018 in conjunction with the adoption of ASU 2014-09 discussed above. Based on a preliminary assessment, we expect most of our operating lease commitments will be subject to the new guidance and recognized as operating lease liabilities and right-of-use assets upon adoption, resulting in an immaterial increase in the assets and liabilities on our consolidated balance sheets. We are continuing our evaluation, which may identify additional impacts this standard will have on our consolidated financial statements and related disclosures.

In March 2016, the FASB issued ASU 2016-09, "Improvements to Employee Share-Based Payment Accounting." ASU 2016-09 amends several aspects of the accounting for share-based payment transactions, including the income tax consequences, accrual of compensation cost, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 is effective for interim and annual periods beginning after December 15, 2016, and early adoption is permitted. The amendments in this standard must be applied prospectively, retrospectively, or as of the beginning of the earliest comparative period presented in the year of adoption, depending on the type of amendment. We adopted ASU 2016-09 as of January 1, 2017, and it will not have a material impact on our consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15, "Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force)." ASU 2016-15 clarifies how several specific cash receipts and cash payments are to be presented and classified on the statement of cash flows, including debt prepayment or debt extinguishment costs,

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settlement of zero-coupon debt instruments, contingent consideration made after a business combination, distributions received from equity method investees, beneficial interests in securitization transactions, and separately identifiable cash flows and application of predominance principle. ASU 2016-15 is effective for interim and annual periods beginning after December 15, 2017, and early adoption is permitted. Each amendment in this standard must be applied prospectively, retrospectively, or as of the beginning of the earliest comparative period presented in the year of adoption, depending on the type of amendment. We expect to adopt ASU 2016-15 as of January 1, 2018, and we are currently evaluating the impact this standard may have on our consolidated financial statements upon adoption.

In November 2016, the FASB issued ASU 2016-18, which requires restricted cash to be presented with cash and cash equivalents when reconciling the beginning and ending amounts in the statements of cash flows. ASU 2016-18 is effective for interim and annual periods beginning after December 15, 2017, and early adoption is permitted. The update should be applied retrospectively to each period presented. We adopted ASU 2016-18 as of December 31, 2016. Prior to our adoption of ASU 2016-18, we reported the change in restricted cash within the investing activities in our consolidated statement of cash flows. As a result of our adoption of ASU 2016-18, cash and cash equivalents in our consolidated statements of cash flows increased by approximately $6.0 million and $5.9 million in 2015 and 2014, respectively, to reflect the restricted cash balances. Additionally, net cash used in investing activities decreased by approximately $0.1 million in 2015 and increased by approximately $0.7 million in 2014.

In January 2017, the FASB issued ASU 2017-01, "Clarifying the Definition of a Business (Topic 805)." ASU 2017-01 clarifies the definition of a business and provides further guidance for evaluating whether a transaction will be accounted for as an acquisition of an asset or a business. ASU 2017-01 is effective for interim and annual periods beginning after December 15, 2017, and early adoption is permitted. The update should be applied prospectively. We adopted ASU 2017-01 as of January 1, 2017 and the adoption did not require any additional disclosures. We believe most of our future acquisitions of operating properties will qualify as asset acquisitions and most future transaction costs associated with these acquisitions will be capitalized.

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  1. Per Share Data

Basic earnings per share are computed using net income attributable to common shareholders and the weighted average number of common shares outstanding. Diluted earnings per share reflect common shares issuable from the assumed conversion of common share options and share awards granted and units convertible into common shares. Only those items having a dilutive impact on our basic earnings per share are included in diluted earnings per share. Our unvested share-based awards are considered participating securities and are reflected in the calculation of basic and diluted earnings per share using the two-class method. The number of common share equivalent securities excluded from the diluted earnings per share calculation was approximately 2.4 million, 2.6 million, and 2.8 million for the years ended December 31, 2016, 2015, and 2014, respectively. These securities, which include common share options and share awards granted and units convertible into common shares, were excluded from the diluted earnings per share calculation as they are anti-dilutive.

The following table presents information necessary to calculate basic and diluted earnings per share for the periods indicated:

Year Ended December 31,
(in thousands, except per share amounts)201620152014
Earnings per common share calculation – basic
Income from continuing operations attributable to common shareholders$436,981$229,565$273,892
Amount allocated to participating securities(6,304)(2,052)(2,687)
Income from continuing operations attributable to common shareholders, net of amount allocated to participating securities$430,677$227,513$271,205
Discontinued operations, including gain on sale, attributable to common shareholders382,84219,75018,197
Net income attributable to common shareholders – basic$813,519$247,263$289,402
Earnings per common share from continuing operations$4.81$2.55$3.08
Earnings per common share from discontinued operations4.270.220.21
Total earnings per common share – basic$9.08$2.77$3.29
Weighted average number of common shares outstanding – basic89,58089,12088,084
Earnings per common share calculation – diluted
Income from continuing operations attributable to common shareholders, net of amount allocated to participating securities$430,677$227,513$271,205
Discontinued operations, including gain on sale, attributable to common shareholders382,84219,75018,197
Net income attributable to common shareholders – diluted$813,519$247,263$289,402
Earnings per common share from continuing operations$4.79$2.54$3.06
Earnings per common share from discontinued operations4.260.220.21
Total earnings per common share – diluted$9.05$2.76$3.27
Weighted average number of common shares outstanding – basic89,58089,12088,084
Incremental shares issuable from assumed conversion of:
Common share options and share awards granted323370384
Weighted average number of common shares outstanding – diluted89,90389,49088,468

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  1. Common Shares

In November 2014, we created an at-the-market share offering program (the "ATM program") through which we can, but have no obligation to, sell common shares having an aggregate offering price of up to $331.3 million, in amounts and at times as we determine, into the existing trading market at current market prices as well as through negotiated transactions. Actual sales from time to time may depend on a variety of factors including, among others, market conditions, the trading price of our common shares, and determinations by management of the appropriate sources of funding for us. We intend to use the net proceeds from any future sales under the ATM program for general corporate purposes, which may include reducing future borrowings under our unsecured credit facility, the repayment of other indebtedness, the redemption or other repurchase of outstanding debt or equity securities, funding for development, redevelopment and 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 ATM program. There were no shares sold during the years ended December 31, 2016 and 2015, and no shares have been sold through the date of this filing under the ATM program.

The following table presents activity under our ATM program for the year ended December 31, 2014:

(in thousands, except per share amounts)Year Ended December 31, 2014
Total net consideration$15,690.2
Common shares sold209.7
Average price per share$76.28

In January 2008, our Board of Trust Managers approved a plan to allow for the repurchase of up to $500.0 million of our common equity securities through open market purchases, block purchases, and privately negotiated transactions. Under this program, we repurchased 4.3 million shares for a total of approximately $230.2 million from April 2007 through December 31, 2008 and there have not been any shares repurchased subsequent to that date. 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 million.

We currently have an automatic shelf registration statement which allows us to offer, from time to time, common shares, preferred shares, debt securities, or warrants. Our Amended and Restated Declaration of Trust provides we may issue up to 185 million shares of beneficial interest, consisting of 175 million common shares and 10 million preferred shares. At December 31, 2016, we had approximately 87.5 million common shares outstanding, net of treasury shares and shares held in our deferred compensation arrangements, and no preferred shares outstanding.

In addition to our quarterly dividends, 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, which was paid on September 30, 2016. We also paid equivalent amounts per unit to holders of the common operating partnership units.

  1. Operating Partnerships

At December 31, 2016, approximately 4% of our consolidated multifamily apartment homes were held in Camden Operating, L.P. (“Camden Operating” or the “operating partnership”). Camden Operating has 11.9 million outstanding common limited partnership units and as of December 31, 2016, we held 92% of the outstanding common limited partnership units and the sole 1% general partnership interest of the operating partnership. The remaining common limited partnership units, comprising approximately 0.8 million units, are primarily held by former officers, directors, and investors of Paragon Group, Inc., which we acquired in 1997. Each common limited partnership unit is redeemable for one common share of Camden or cash at our election. Holders of common limited partnership units are not entitled to rights as shareholders prior to redemption of their common limited partnership units. No member of our management owns Camden Operating common limited partnership units, and one of our 12 trust managers owns Camden Operating common limited partnership units.

At December 31, 2016, approximately 34% of our consolidated multifamily apartment homes were held in Camden Summit Partnership, L.P. (the “Camden Summit Partnership”). The Camden Summit Partnership has 22.8 million outstanding common limited partnership units and as of December 31, 2016, we held 94% of the outstanding common limited partnership units and the sole 1% general partnership interest of the Camden Summit Partnership. The remaining common limited partnership units, comprising approximately 1.1 million units, are primarily held by former officers, directors, and investors of Summit Properties Inc., which we acquired in 2005. Each common limited partnership unit is redeemable for one common share of Camden or cash at our election. Holders of common limited partnership units are not entitled to rights as shareholders prior to redemption of their common limited partnership units. No member of our management owns Camden Summit Partnership common limited partnership units, and two of our 12 trust managers own Camden Summit Partnership common limited partnership units.

F-16

  1. Income Taxes

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

We have recorded income, franchise, and excise taxes in the consolidated statements of income and comprehensive income for the years ended December 31, 2016, 2015 and 2014 as income tax expense. Income taxes for the years ended December 31, 2016, 2015 and 2014, primarily related to state income tax and federal taxes on certain of our taxable REIT subsidiaries. We have no significant temporary or permanent differences or tax credits associated with our taxable REIT subsidiaries.

For income tax purposes, distributions to common shareholders are characterized as ordinary income, capital gains or as a return of a shareholder's invested capital. A summary of the income tax characterization of our distributions paid per common share for the years ended December 31, 2016, 2015 and 2014 is set forth in the following table:

Year Ended December 31,
201620152014
Common Share Distributions
Ordinary income$—$1.88$1.23
Long-term capital gain5.020.701.02
Unrecaptured Sec. 1250 gain2.230.220.39
Total$7.25$2.80$2.64
Percentage of distributions representing tax preference items0.34%3.73%4.17%

We have taxable REIT subsidiaries which are subject to federal and state income taxes. At December 31, 2016, our taxable REIT subsidiaries had net operating loss carryforwards (“NOL’s”) of approximately $0.1 million which expire in years 2034 to 2036. Because NOL’s are subject to certain change of ownership, continuity of business, and separate return year limitations, and because we believe it is unlikely the available NOL’s will be utilized or if utilized, any amounts will be immaterial, no benefits related to these NOL’s have been recognized in our consolidated financial statements.

The carrying value of net assets reported in our consolidated financial statements at December 31, 2016 exceeded the tax basis by approximately $1.5 billion.

Income Tax Expense. For the tax year ended December 31, 2016 , we had income tax expense of approximately $1.6 million, and for each of the tax years ended December 31, 2015 and 2014, we had income tax expense of approximately $1.9 million. Income tax for the years ended December 31, 2016, 2015, and 2014 was comprised mainly of state income tax and federal income tax related to one of our taxable REIT subsidiaries.

Income Tax Expense – Deferred. For the years ended December 31, 2016, 2015, and 2014, our deferred tax expense was not significant.

Camden Property Trust's and our subsidiaries’ income tax returns are subject to examination by federal, state and local tax jurisdictions for years 2013 through 2015. NOL's and other tax attributes generated in years prior to 2013 are also subject to challenge in any examination of those tax years. We believe we have no uncertain tax positions or unrecognized tax benefits requiring disclosure as of and for the periods presented.

F-17

  1. Acquisitions, Dispositions, Impairment, and Discontinued Operations

Acquisitions of Land. During the year ended December 31, 2016, we acquired an aggregate of approximately 4.6 acres of land located in Denver, Colorado and Charlotte, North Carolina for approximately $19.9 million. The acquisition of 2.4 acres in Denver, Colorado in September 2016 was funded with cash on hand and from the use of $13.0 million which we had placed with a qualified intermediary in connection with a like-kind exchange related to the sale of one of the Las Vegas properties discussed below. All of the land parcels acquired in 2016 are currently in development as of December 31, 2016. During the year ended December 31, 2015, we acquired approximately 58.1 acres of land located in Phoenix, Arizona, Los Angeles, California, and Gaithersburg, Maryland for approximately $59.1 million.

Acquisition of Non-controlling Ownership Interest. We did not acquire any additional non-controlling ownership interest in 2016. In March 2015, we purchased the remaining 0.01% non-controlling interest in two fully consolidated joint ventures, which own an aggregate of 798 apartment homes located in College Park, Maryland and Irvine, California, for approximately $9.5 million. The acquisitions of the remaining ownership interests were recorded as equity transactions and, as a result, the carrying balances of the non-controlling interest were eliminated and the remaining difference between the purchase price and carrying balance was recorded as a reduction in additional paid-in capital. See Note 14, "Non-controlling Interests," for the effect of changes in ownership interests of these former joint ventures on the equity attributable to common shareholders.

Land Holding Dispositions and Impairment. During the year ended December 31, 2016, we 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. During the year ended December 31, 2015, we 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. In 2014, we sold approximately 2.4 acres of land adjacent to an operating property in Dallas, Texas for approximately $0.8 million. We recognized a $1.2 million impairment charge related to this land parcel, which represented the difference between the land holding’s carrying value and the sales price. During the year ended December 31, 2014, we also sold approximately 26.9 acres of land adjacent to current development and operating communities located in Atlanta, Georgia and Houston and Dallas, Texas for approximately $22.9 million and recognized a gain of approximately $3.6 million related to these land sales.

Sale of 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.

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

Discontinued Operations and Assets Held for Sale. 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, net of closing costs. We placed $13.0 million of the proceeds from this disposition with a qualified intermediary for use in a like-kind exchange and, in September 2016, the exchange was successfully completed with the Denver, Colorado land purchase described above. There were no additional discontinued operations during the years ended December 31, 2015 or 2014.

F-18

The operating properties, retail center, and land discussed above were classified as held for sale in the condensed consolidated balance sheet at December 31, 2015, and were made up of the following:

(in thousands)December 31, 2015
Land$59,438
Buildings and improvements373,419
$432,857
Accumulated depreciation(197,996)
Net operating real estate assets$234,861
Properties under development, including land4,202
Discontinued operations held for sale, including land$239,063
Other assets related to properties held for sale1,191
Total assets held for sale$240,254
Liabilities related to assets held for sale$1,654

The following is a summary of income from discontinued operations for the years ended December 31, 2016, 2015, and 2014 relating to the 15 operating properties and the retail center sold in April 2016:

Years Ended December 31,
(in thousands)201620152014
Property revenues$19,184$57,310$53,715
Property expenses(6,898)(20,716)(19,608)
$12,286$36,594$34,107
Property management expense(242)(706)(619)
Depreciation and amortization(4,327)(16,138)(15,291)
Income tax expense(112)——
Income from discontinued operations$7,605$19,750$18,197
Gain on sale of discontinued operations, net of tax$375,237$—$—
  1. Investments in Joint Ventures

Our equity investments in unconsolidated joint ventures, which we account for utilizing the equity method of accounting, consisted of three discretionary investment funds (collectively, "the Funds") at December 31, 2016 and 2015, and two Funds at December 31, 2014, with our ownership interest ranging from 20.0% to 31.3%. In March 2015, we completed the formation of a third fund with an unaffiliated third party for additional multifamily investments of up to $450.0 million. We have a 20.0% ownership interest in this third fund, and it did not own any properties in 2016 or 2015. We provide property and asset management and other services to the Funds which own operating properties and we may also provide construction and development services to the Funds which own properties under development. The following table summarizes the combined balance sheet and statement of income data for the Funds as of and for the periods presented:

(in millions)20162015
Total assets$726.9$748.0
Total third-party debt518.7527.0
Total equity184.0195.3

F-19

201620152014
Total revenues$119.8$114.5$105.6
Gain on sale of operating properties, net of tax——18.5
Net income14.812.026.9
Equity in income (1)7.16.27.0
(1)Equity in income excludes our ownership interest of fee income from various services provided by us to the Funds.

In December 2014, the partnership agreements for two of the Funds were amended, resulting in the extension of the term of each Fund to December 31, 2026 and our ownership interests in the Funds were increased from 20.0% to 31.3% effective December 23, 2014.

The Funds in which we have a partial interest have been funded in part with secured third-party debt. As of December 31, 2016, we had no outstanding guarantees related to loans of the Funds.

We may earn fees for property and asset management, construction, development, and other services related to joint ventures in which we own an equity interest and may earn a promoted equity interest if certain thresholds are met. We eliminate fee income for services provided to these joint ventures to the extent of our ownership. Fees earned for these services, net of eliminations, were approximately $5.3 million, $5.8 million, and $8.8 million for the years ended December 31, 2016, 2015, and 2014, respectively.

In February 2014, two of the Funds each sold an operating property, comprised of 558 apartment homes, for approximately $65.6 million. Our proportionate share of the gains on these transactions was approximately $3.6 million and was reported as a component of equity in income of joint ventures in the consolidated statements of income and comprehensive income.

F-20

  1. Notes Payable

The following is a summary of our indebtedness:

December 31,
(in millions)20162015
Commercial banks
Unsecured credit facility$—$225.0
Unsecured short-term borrowings—19.0
$—$244.0
Senior unsecured notes (1)
5.83% Notes, due 2017$246.6$246.3
4.78% Notes, due 2021248.4248.0
3.15% Notes, due 2022346.0345.4
5.07% Notes, due 2023247.2246.8
4.36% Notes, due 2024248.2248.0
3.68% Notes, due 2024246.8246.4
$1,583.2$1,580.9
Total unsecured notes payable1,583.21,824.9
Secured notes (1)
1.25% – 5.77% Conventional Mortgage Notes, due 2018 – 2045866.7867.4
Tax-exempt Mortgage Note, originally due 2028 (2.18% floating rate)30.732.4
897.4899.8
Total notes payable$2,480.6$2,724.7
Other floating rate debt included in secured notes (1.25%)$175.0$175.0
Value of real estate assets, at cost, subject to secured notes$1,598.9$1,568.9
(1)Unamortized debt discounts and debt issuance costs of $15.7 million and $18.6 million are included in senior unsecured and secured notes payable as of December 31, 2016 and 2015, respectively.

In August 2015, we amended and restated our $500 million unsecured credit facility, which extended the maturity date from September 2015 to August 2019, with two six-month options to extend the maturity date at our election to August 2020, and increased the availability to $600 million, with the option to further increase it to $900 million by either adding additional banks to the facility or obtaining the agreement of the existing banks to increase their commitments. The interest rate on this credit facility is based upon the London Interbank Offered Rate ("LIBOR") plus a margin which is subject to change as our credit ratings change. Advances under this credit facility may be priced at the scheduled rates, or we may enter into bid rate loans with participating banks at rates below the scheduled rates. These bid rate loans have terms of 180 days or less and may not exceed the lesser of $300 million or the remaining amount available under the credit facility. This credit facility is subject to customary financial covenants and limitations. We believe we are in compliance with all such financial covenants and limitations on the date of this filing.

Our credit facility provides us with the ability to issue up to $50 million in letters of credit. While our issuance of letters of credit does not increase our borrowings outstanding under our credit facility, it does reduce the amount available. At December 31, 2016, we had no balances outstanding on our $600 million credit facility and we had outstanding letters of credit totaling approximately $12.7 million, leaving approximately $587.3 million available under our credit facility.

At December 31, 2016 and 2015, we had outstanding floating rate debt of approximately $205.7 million and $451.4 million, respectively, which included our unsecured credit facility and unsecured short-term borrowings, and the weighted average interest rate on this debt was approximately 1.4% and 1.2% for the years ended December 31, 2016 and 2015, respectively.

Our indebtedness, which includes our unsecured credit facility, had a weighted average maturity of 4.9 years at December 31, 2016. The table below is a summary of the maturity dates of our outstanding debt and principal amortizations, and the weighted average interest rates on such debt, at December 31, 2016:

F-21

(in millions)AmountWeighted Average Interest Rate
2017 (1)$276.05.4%
2018173.81.2
2019643.25.4
2020 (2)(1.1)—
2021249.14.8
Thereafter (1)1,139.64.0
Total$2,480.64.4%
(1)Subsequent to December 31, 2016, we gave notice of advance repayment on our tax-exempt secured note payable of approximately $30.7 million in February 2017, which was initially due to mature in 2028. This table reflects this repayment in 2017.
(2)Includes amortization of debt discounts and debt issuance costs, net of scheduled principal payments.
  1. Share-based Compensation and Benefit Plans

Incentive Compensation. During the second quarter of 2011, our Board of Trust Managers adopted, and our shareholders approved, the 2011 Share Incentive Plan of Camden Property Trust (as amended, the “2011 Share Plan”). Under the 2011 Share Plan, we may issue up to a total of approximately 9.1 million fungible units (the “Fungible Pool Limit”), which is comprised of approximately 5.8 million new fungible units plus approximately 3.3 million fungible units previously available for issuance under our 2002 share incentive plan based on a 3.45 to 1.0 fungible unit to full value award conversion ratio. Fungible units represent the baseline for the number of shares available for issuance under the 2011 Share Plan. Different types of awards are counted differently against the Fungible Pool Limit, as follows:

•Each share issued or to be issued in connection with an award, other than an option, right or other award which does not deliver the full value at grant of the underlying shares, will be counted against the Fungible Pool Limit as 3.45 fungible pool units;
•Options and other awards which do not deliver the full value at grant of the underlying shares and which expire more than five years from date of grant will be counted against the Fungible Pool Limit as one fungible pool unit; and
•Options, rights and other awards which do not deliver the full value at grant and expire five years or less from the date of grant will be counted against the Fungible Pool Limit as 0.83 of a fungible pool unit.

At December 31, 2016, approximately 3.6 million fungible units were available under the 2011 Share Plan, which results in approximately 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.

Awards which may be granted under the 2011 Share Plan include incentive share options, non-qualified share options (which may be granted separately or in connection with an option), share awards, dividends and dividend equivalents and other equity based awards. Persons eligible to receive awards under the 2011 Share Plan are trust managers, directors of our affiliates, executive and other officers, key employees and consultants, as determined by the Compensation Committee of our Board of Trust Managers. The 2011 Share Plan will expire on May 11, 2021.

Options. New options are exercisable, subject to the terms and conditions of the plan, in increments ranging from 20% to 33.33% per year on each of the anniversaries of the date of grant. The plan provides that the exercise price of an option will be determined by the Compensation Committee of the Board of Trust Managers on the day of grant, and to date all options have been granted at an exercise price that equals the fair market value on the date of grant. Approximately 0.2 million, 0.1 million and 0.4 million options were exercised during the years ended December 31, 2016, 2015, and 2014, respectively. The total intrinsic value of options exercised was approximately $8.9 million, $2.0 million, and $7.4 million during the years ended December 31, 2016, 2015 and 2014, respectively. At December 31, 2016, there was no unrecognized compensation cost related to unvested options. At December 31, 2016, all options outstanding were exercisable and had a weighted average remaining life of approximately 2.0 years.

F-22

The following table summarizes outstanding share options, all of which were exercisable, at December 31, 2016:

Options Outstanding and Exercisable (1)
Exercise PricesNumberWeighted Average Price
$30.0665,460$30.06
$75.1726,75275.17
$85.0512,85485.05
Total options105,066$48.27
(1)The aggregate intrinsic value of options outstanding and exercisable at December 31, 2016 was approximately $3.8 million. The aggregate intrinsic value was calculated as the excess, if any, between our closing share price of $84.07 per share on December 31, 2016 and the strike price of the underlying award.

Options Granted and Valuation Assumptions. During the years ended December 31, 2016, 2015, and 2014, we granted approximately 12.9 thousand, 26.8 thousand and 84.5 thousand reload options, respectively. Reload options are granted for the number of shares tendered as payment for the exercise price upon the exercise of an option with a reload provision. The reload options granted have an exercise price equal to the fair market value of a common share on the date of grant and expire on the same date as the original options which were exercised. The reload options granted during the years ended December 31, 2016, 2015 and 2014 vested immediately. Approximately $0.1 million, $0.2 million and $0.3 million was expensed in 2016 and 2015, and 2014 respectively, on the reload date. We estimate the fair values of each option award including reloads on the date of grant using the Black-Scholes option pricing model. The following assumptions were used for the reload options granted during the years ended December 31, 2016, 2015 and 2014:

Year Ended December 31, 2016Year Ended December 31, 2015Year Ended December 31, 2014
Weighted average fair value of options granted$6.71$5.52 - $7.38$3.55 - $8.17
Expected volatility18.0%16.5% - 18.8%22.6% - 23.2%
Risk-free interest rate0.9%1.0% - 1.3%0.1% - 1.1%
Expected dividend yield3.8%3.5% - 3.7%3.5%
Expected life3 years3 years - 4 years6 months - 4 years

Our computations of expected volatility for 2016, 2015, and 2014 are based on the historical volatility of our common shares over a time period equal to the expected life of the option and ending on the grant date, and the interest rate for periods within the contractual life of the award is based on the U.S. Treasury yield curve in effect at the time of grant. The expected dividend yield on our common shares is based on the historical dividend yield over the expected term of the options granted. Our computation of expected life is based upon historical experience of similar awards, giving consideration to the contractual terms of the share-based awards.

Share Awards and Vesting. Share awards for employees generally have a vesting period of three to five years. The compensation cost for share awards is generally based on the market value of the shares on the date of grant and is amortized over the vesting period. In the event the holder of the share awards will reach both the retirement eligibility age of 65 years and the service requirements as defined in the 2011 Share Plan before the term in which the awards are scheduled to vest, the value of the share awards is amortized from the date of grant to the individual's retirement eligibility date. To estimate forfeitures, we use actual forfeiture history. At December 31, 2016, the unamortized value of previously issued unvested share awards was approximately $25.7 million which is expected to be amortized over the next two years. The total fair value of shares vested during the years ended December 31, 2016, 2015 and 2014 was approximately $27.2 million, $19.2 million, and $17.1 million, respectively.

Total compensation cost for option and share awards charged against income was approximately $21.3 million, $18.6 million, and $16.0 million for 2016, 2015 and 2014, respectively. Total capitalized compensation cost for option and share awards was approximately $3.8 million, $3.5 million, and $2.7 million for 2016, 2015 and 2014, respectively.

F-23

The following table summarizes activity under our share incentive plans for the three years ended December 31:

Options OutstandingWeighted Average Exercise / Grant PriceNonvested Share Awards OutstandingWeighted Average Exercise / Grant Price
Options and nonvested share awards outstanding at December 31, 2013634,361$41.59831,298$59.77
Granted84,45264.75314,61465.78
Exercised/Vested(375,316)47.85(305,372)55.97
Forfeited(21,686)62.32(21,597)64.14
Balance at December 31, 2014321,811$38.97818,943$63.39
Granted26,75275.17257,74974.53
Exercised/Vested(53,358)37.69(313,628)61.10
Forfeited——(12,818)67.96
Balance at December 31, 2015295,205$42.49750,246$68.09
Granted12,85485.05270,97874.92
Exercised/Vested(202,993)42.19(398,492)68.16
Forfeited——(18,245)70.63
Total options and nonvested share awards outstanding at December 31, 2016105,066$48.27604,487$71.03

Employee Share Purchase Plan (“ESPP”). We have established an ESPP for all active employees and officers who have completed one year of continuous service. Participants may elect to purchase our common shares through payroll deductions and/or through semi-annual contributions. At the end of each six-month offering period, each participant’s account balance is applied to acquire common shares at 85% of the market value, as defined, on the first or last day of the offering period, whichever price is lower. We currently use treasury shares to satisfy ESPP share requirements. Each participant must hold the shares purchased for nine months in order to receive the discount, and a participant may not purchase more than $25,000 in value of shares during any plan year, as defined. The following table presents information related to our ESPP:

201620152014
Shares purchased20,79714,65525,728
Weighted average fair value of shares purchased$82.33$74.66$71.19
Expense recorded (in millions)$0.4$0.2$0.5

Rabbi Trust. We established a rabbi trust for a select group of participants in which share awards granted under the share incentive plan and salary and other cash amounts earned may be deposited. The rabbi trust is only in use for deferrals made prior to 2005, including bonuses related to service in 2004 but paid in 2005. The rabbi trust is an irrevocable trust and no portion of the trust fund may be used for any purpose other than the delivery of those assets to the participants. The assets held in the rabbi trust are subject to the claims of our general creditors in the event of bankruptcy or insolvency.

The value of the assets of the rabbi trust is consolidated into our financial statements. Granted share awards held by the rabbi trust are classified in equity in a manner similar to the manner in which treasury stock is accounted. Subsequent changes in the fair value of the shares are not recognized. The deferred compensation obligation is classified as an equity instrument and changes in the fair value of the amount owed to the participant are not recognized. At December 31, 2016 and 2015, approximately 1.8 million share awards were held in the rabbi trust. Additionally, as of December 31, 2016 and 2015, the rabbi trust held trading securities totaling approximately $34.5 million and $37.1 million, respectively, which represents cash deferrals made by plan participants. Market value fluctuations on these trading securities are recognized in income in accordance with GAAP and the liability due to participants is adjusted accordingly.

At December 31, 2016 and 2015, approximately $22.7 million and $23.6 million, respectively, was required to be paid to us by plan participants upon the withdrawal of any assets from the rabbi trust, and is included in “Accounts receivable-affiliates” in our consolidated financial statements.

Non-Qualified Deferred Compensation Share Awards. In 2004, we established a Non-Qualified Deferred Compensation Plan which is an unfunded arrangement established and maintained primarily for the benefit of a select group of participants. Eligible participants commence participation in this plan on the date the deferral election first becomes effective.

F-24

We credit to the participant's account an amount equal to the amount designated as the participant's deferral for the plan year as indicated in the participant's deferral election(s). Any modification to or termination of the plan will not reduce a participant's right to any vested amounts already credited to his or her account. Approximately 1.1 million and 1.3 million share awards were held in the plan at December 31, 2016 and 2015, respectively. Additionally, as of December 31, 2016 and 2015, the plan held trading securities totaling approximately $59.5 million and $30.8 million, respectively, which represents cash deferrals made by plan participants. Market value fluctuations on these trading securities are recognized in income in accordance with GAAP and the liability due to participants is adjusted accordingly. The assets held in the Non-Qualified Deferred Compensation Plan are subject to the claims of our general creditors in the event of bankruptcy or insolvency.

In July 2013, we amended and restated the plan to permit diversification of fully vested share awards into other equity securities subject to a six month holding period. In February 2014, we adopted the Second Amendment and Restated Camden Property Trust Non-Qualified Deferred Compensation Plan to clarify certain terms in the existing plan relating to the deferral of performance based compensation. Balances within temporary equity in our consolidated balance sheets relate to fully vested awards and the proportionate share of nonvested awards of participants within our Non-Qualified Deferred Compensation Plan who are permitted to diversify their shares into other equity securities.

The following table summarizes the eligible share award activity for the twelve months ended December 31:

(in thousands)20162015
Temporary equity:
Balance at inception/beginning of period$79,364$68,134
Change in classification13,95610,999
Change in redemption value9,1453,788
Diversification of share awards(25,428)(3,557)
Balance at December 31$77,037$79,364

401(k) Savings Plan. We have a 401(k) savings plan, which is a voluntary defined contribution plan. Under the savings plan, every employee is eligible to participate, beginning on the date the employee has completed six months of continuous service with us. Each participant may make contributions to the savings plan by means of a pre-tax salary deferral, which may not be less than 1% or more than 60% of the participant’s compensation, subject to limitations. The federal tax code limits the annual amount of salary deferrals which may be made by any participant. We may make matching contributions on the participant’s behalf up to a predetermined limit. The matching contribution made for each of the years ended December 31, 2016, 2015 and 2014 was approximately $2.7 million, $2.6 million and $2.2 million, respectively. A participant’s salary deferral contribution is 100% vested and nonforfeitable. A participant will become vested in our matching contributions 33% after one year of service, 67% after two years of service and 100% after three years of service. Administrative expenses under the savings plan were paid by us and were not significant for all periods presented.

  1. Fair Value Measurements

Recurring Fair Value Disclosures. The following table presents information about our financial instruments measured at fair value on a recurring basis as of December 31, 2016 and 2015 using the inputs and fair value hierarchy discussed in Note 2, “Summary of Significant Accounting Policies and Recent Accounting Pronouncements”:

Financial Instruments Measured at Fair Value on a Recurring Basis

December 31, 2016December 31, 2015
(in millions)Quoted Prices in Active Markets for Identical Assets (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)TotalQuoted Prices in Active Markets for Identical Assets (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)Total
Assets
Deferred compensation plan investments (1)$80.6$—$—$80.6$53.6$—$—$53.6
(1)Approximately $8.3 million and $8.4 million of participant cash was withdrawn from our deferred compensation plan investments during the years ended December 31, 2016 and 2015, respectively. Approximately $25.4 million and $3.6 million of shares in the compensation plan were diversified into the deferred compensation plan investments during the nine months ended December 31, 2016 and the year ended December 31, 2015, respectively.

F-25

Nonrecurring Fair Value Disclosures. The nonrecurring fair value disclosures inputs under the fair value hierarchy are discussed in Note 2, “Summary of Significant Accounting Policies and Recent Accounting Pronouncements.” There were no non-recurring fair value adjustments during the years ended December 31, 2016 or 2015.

Financial Instrument Fair Value Disclosures. The following table presents the carrying and estimated fair values of our notes payable at December 31, 2016 and 2015, in accordance with the policies discussed in Note 2, "Summary of Significant Accounting Policies and Recent Accounting Pronouncements."

December 31, 2016December 31, 2015
(in millions)Carrying ValueEstimated Fair ValueCarrying Value (1)Estimated Fair Value
Fixed rate notes payable$2,274.9$2,347.0$2,273.3$2,358.8
Floating rate notes payable (1)205.7200.5451.4441.3
(1)Includes balances outstanding under our unsecured credit facility and unsecured short-term borrowings at December 31, 2015.
  1. Net Change in Operating Accounts

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

Year Ended December 31,
(in thousands)201620152014
Change in assets:
Other assets, net$(3,551)$(1,687)$(1,951)
Change in liabilities:
Accounts payable and accrued expenses(2,309)(15,478)19,342
Accrued real estate taxes5,5266,3864,025
Other liabilities(2,361)2,245(1,701)
Other2,9762,7732,583
Change in operating accounts and other$281$(5,761)$22,298
  1. Commitments and Contingencies

Construction Contracts. As of December 31, 2016, we estimate the additional cost to complete the seven consolidated projects currently under construction to be approximately $240.6 million. We intend to fund this amount through a combination of one or more of the following: cash and cash equivalents, short-term investments, cash flows generated from operations, draws on our unsecured credit facility, 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.

Litigation. We are also subject to various legal proceedings and claims which arise in the ordinary course of business. Matters which arise out of allegations of bodily injury, property damage, and employment practices are generally covered by insurance. While the resolution of these legal proceedings and claims cannot be predicted with certainty, management believes the final outcome of such matters will not have a material adverse effect on our consolidated financial statements.

Other Commitments and Contingencies. In the ordinary course of our business, we issue letters of intent indicating a willingness to negotiate for acquisitions, dispositions, or joint ventures and also enter into arrangements contemplating various transactions. Such letters of intent and other arrangements are non-binding as to either party unless and until a definitive contract is entered into by the parties. Even if definitive contracts relating to the purchase or sale of real property are entered into, these contracts generally provide the purchaser with time to evaluate the property and conduct due diligence, during which periods the purchaser will have the ability to terminate the contracts without penalty or forfeiture of any deposit or earnest money. There can be no assurance definitive contracts will be entered into with respect to any matter covered by letters of intent or we will consummate any transaction contemplated by any definitive contract. Furthermore, due diligence periods for real property are frequently extended as needed. An acquisition or sale of real property becomes probable at the time the due diligence period expires and the definitive contract has not been terminated. We are then at risk under a real property acquisition contract, but generally only to the extent of any earnest money deposits associated with the contract, and are

F-26

obligated to sell under a real property sales contract. At December 31, 2016, we had $0.6 million in refundable earnest money deposits for potential acquisitions of land which are included in other assets, net in our consolidated balance sheets.

Lease Commitments. At December 31, 2016, we had long-term leases covering certain land, office facilities and equipment. Rental expense totaled approximately $4.1 million, $3.4 million, and $3.0 million for the years ended December 31, 2016, 2015 and 2014, respectively. Minimum annual rental commitments for the years ending December 31, 2017 through 2021 are approximately $2.9 million, $2.7 million, $2.5 million, $2.5 million and $2.5 million, respectively, and approximately $8.6 million in the aggregate thereafter.

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

Employment Agreements. At December 31, 2016, we had employment agreements with 13 of our senior officers, the terms of which expire at various times through August 20, 2017. Such agreements provide for minimum salary levels as well as various incentive compensation arrangements, which are payable based on the attainment of specific goals. The agreements also provide for severance payments plus a gross-up payment if certain situations occur, such as termination without cause or a change of control. In the case of 10 of the agreements, the severance payment equals one times the respective current annual base salary in the case of termination without cause and 2.99 times the respective average annual base salary over the previous three fiscal years in the case of a change of control and a termination of employment or a material adverse change in the scope of their duties. In the case of one agreement, the severance payment equals one times the respective current annual base salary for termination without cause and 2.99 times the greater of current gross income or average gross income over the previous three fiscal years in the case of a change of control. In the case of the other two agreements, the severance payment generally equals 2.99 times the respective average annual compensation over the previous three fiscal years in connection with, among other things, a termination without cause or a change of control, and the officer would be entitled to receive continuation and vesting of certain benefits in the case of such termination.

  1. Non-controlling Interests

The following table summarizes the effect of changes in our ownership interest in subsidiaries on the equity attributable to common shareholders for each of the years ended December 31:

(in thousands)201620152014
Net income attributable to common shareholders$819,823$249,315$292,089
Transfers from non-controlling interests:
Increase in equity for conversion of operating partnership units2908652
Decrease in additional paid-in-capital for purchase of remaining non-controlling ownership interests in two consolidated joint ventures (1)—(9,480)—
Change in common equity and net transfers from non-controlling interests$820,113$239,921$292,141
(1)Refer to Note 7, "Acquisitions, Dispositions, Impairment, and Discontinued Operations," for further discussion of acquisitions.

F-27

  1. Quarterly Financial Data (unaudited)

Summarized quarterly financial data, which has been adjusted for discontinued operations as discussed in Note 7, "Acquisitions, Dispositions, Impairment, and Discontinued Operations" for the years ended December 31, 2016 and 2015, is as follows:

(in thousands, except per share amounts)FirstSecondThirdFourthTotal (a)
2016:
Revenues$217,595$221,478$220,235$217,139$876,447
Net income attributable to common shareholders41,730446,302290,89840,893819,823
Net income attributable to common shareholders per share – basic0.464.94(b)3.23(c)0.459.08
Net income attributable to common shareholders per share – diluted0.464.92(b)3.21(c)0.459.05
2015:
Revenues$201,608$206,432$212,593$214,985$835,618
Net income attributable to common shareholders115,59936,07937,04460,593249,315
Net income attributable to common shareholders per share – basic1.29(d)0.400.410.67(e)2.77
Net income attributable to common shareholders per share – diluted1.27(d)0.400.410.67(e)2.76
(a)Net income per share is computed independently for each of the quarters presented. Therefore, the sum of quarterly net income per share amounts may not equal the total computed for the year.
(b)Includes a $32,235, or $0.36 basic and diluted per share, impact related to a gain on sale of one operating property.
(c)Includes a $262,719, or $2.93 basic and $2.92 diluted per share, impact related to a gain on sale of one dual-phased operating property and five other operating properties.
(d)Includes an $85,192, or $0.96 basic and $0.94 diluted per share, impact related to a gain on sale of two operating properties and land.
(e)Includes an $18,870, or $0.21 basic and diluted per share, impact related to a gain on sale of one operating property.

F-28

Camden Property Trust Real Estate and Accumulated Depreciation As of December 31, 2016 (in thousands)Schedule III
Initial CostTotal Cost
LandBuilding/ Construction in Progress & ImprovementsCost Subsequent to Acquisition/ ConstructionLandBuilding/ Construction in Progress & ImprovementsTotalAccumulated DepreciationTotal Cost, Net of Accumulated DepreciationEncumbrancesYear of Completion/ Acquisition
Current communities:
ARIZONA
Phoenix/Scottsdale
Camden Chandler$5,511$62,435$11$5,511$62,446$67,957$4,247$63,7102016
Camden Copper Square4,82523,6727,0334,82530,70535,53016,53019,0002000
Camden Foothills11,00633,712111,00633,71344,7193,38141,3382014
Camden Hayden9,24835,255189,24835,27344,5212,94841,5732015
Camden Legacy4,06826,61212,3414,06838,95343,02123,32319,6981998
Camden Montierra13,68731,7275,02013,68736,74750,4346,09544,3392012
Camden Pecos Ranch3,36224,4924,8363,36229,32832,6906,61126,0792012
Camden San Marcos11,52035,1665,44511,52040,61152,1316,92145,2102012
Camden San Paloma6,48023,0458,9256,48031,97038,45015,15423,2962002
Camden Sotelo3,37630,5768023,37631,37834,7543,96530,7892013
CALIFORNIA
Los Angeles/Orange County
Camden Crown Valley9,38154,2109,3779,38163,58772,96829,76943,1992001
Camden Glendale21,49293,5542021,49293,574115,0666,270108,7962015
Camden Harbor View16,079127,45915,60816,079143,067159,14655,185103,961$92,5622003
Camden Main and Jamboree17,36375,3871,39417,36376,78194,14416,18277,96247,5732008
Camden Martinique28,40151,86118,95928,40170,82099,22139,94159,28030,6911998
Camden Sea Palms4,3369,9303,9614,33613,89118,2278,11010,1171998
The Camden18,286115,376318,286115,379133,6653,189130,4762016
San Diego/Inland Empire
Camden Landmark17,33971,3151,79817,33973,11390,45211,72178,7312012
Camden Old Creek20,36071,7772,50620,36074,28394,64323,30371,3402007
Camden Sierra at Otay Ranch10,58549,7815,09110,58554,87265,45723,36242,0952003
Camden Tuscany3,33036,4664,4233,33040,88944,21916,89527,3242003
Camden Vineyards4,36728,4943,1374,36731,63135,99814,23421,7642002
COLORADO
Denver
Camden Belleview Station8,09144,0031,5798,09145,58253,6736,84046,8332012
Camden Caley2,04717,4456,0642,04723,50925,55611,66113,89515,3262000
Camden Denver West6,39651,5527,8356,39659,38765,7838,01657,7672012
Camden Flatirons$6,849$72,493$20$6,849$72,513$79,362$6,833$72,5292015
Camden Highlands Ridge2,61234,72612,0412,61246,76749,37923,60025,7791996
Camden Interlocken5,29331,61210,0575,29341,66946,96221,79025,172$27,3861999
Camden Lakeway3,91534,12914,0003,91548,12952,04425,94926,09529,2191997
WASHINGTON DC METRO
Camden Ashburn Farm4,83522,6042,5734,83525,17730,0129,04220,9702005
Camden College Park16,40991,5037,39816,40998,901115,31019,02796,2832008
Camden Dulles Station10,80761,5483,37610,80764,92475,73118,16357,5682008
Camden Fair Lakes15,515104,22310,40315,515114,626130,14140,50189,6402005
Camden Fairfax Corner8,48472,9538,1308,48481,08389,56726,85062,7172006
Camden Fallsgrove9,40843,6474,7889,40848,43557,84317,83440,0092005
Camden Grand Parc7,68835,9002,4017,68838,30145,98913,39632,5932005
Camden Lansdowne15,502102,2678,47315,502110,740126,24239,77786,4652005
Camden Largo Town Center8,41144,1633,5498,41147,71256,12316,85239,2712005
Camden Monument Place9,03054,0891,4649,03055,55364,58317,28147,3022007
Camden NoMa19,44282,3025119,44282,353101,79510,45591,3402014
Camden Potomac Yard16,49888,3171,47816,49889,795106,29326,23380,0602008
Camden Roosevelt11,47045,7851,26711,47047,05258,52216,95641,5662005
Camden Russett13,46061,8375,20313,46067,04080,50024,33056,17045,0032005
Camden Silo Creek9,70745,3012,2459,70747,54657,25317,04040,2132005
FLORIDA
Southeast Florida
Camden Aventura12,18547,61611,39312,18559,00971,19422,70248,4922005
Camden Boca Raton2,20150,062622,20150,12452,3254,72347,6022014
Camden Brickell14,62157,03111,72814,62168,75983,38025,94957,4312005
Camden Doral10,26040,4166,52710,26046,94357,20316,68340,5202005
Camden Doral Villas6,47625,5436,6596,47632,20238,67811,98826,6902005
Camden Las Olas12,39579,5189,38012,39588,898101,29332,49168,8022005
Camden Plantation6,29977,9648,5336,29986,49792,79631,70261,0942005
Camden Portofino9,86738,7025,7069,86744,40854,27516,31937,9562005
Orlando
Camden Hunter's Creek4,15620,9255,1454,15626,07030,2269,74720,4792005
Camden Lago Vista$3,497$29,623$4,481$3,497$34,104$37,601$12,642$24,9592005
Camden LaVina12,90742,61720912,90742,82655,7339,65346,0802012
Camden Lee Vista4,35034,6436,1174,35040,76045,11021,08424,0262000
Camden Orange Court5,31940,7332,6365,31943,36948,68812,63136,0572008
Camden Town Square13,12745,99717513,12746,17259,2998,75850,5412012
Camden World Gateway5,78551,8217,4645,78559,28565,07020,80144,2692005
Tampa/St. Petersburg
Camden Bay7,45063,28312,1457,45075,42882,87837,20745,6711998/2002
Camden Montague3,57616,5341843,57616,71820,2943,82116,4732012
Camden Preserve1,20617,9827,4471,20625,42926,63514,56712,0681997
Camden Royal Palms2,14738,3392,7582,14741,09743,24412,78930,4552007
Camden Westchase Park11,95536,25416911,95536,42348,3787,28741,0912012
GEORGIA
Atlanta
Camden Brookwood7,17431,9847,4387,17439,42246,59615,32231,274$22,5902005
Camden Creekstone5,01719,9122,0675,01721,97926,9963,53223,4642012
Camden Deerfield4,89521,9226,9554,89528,87733,77211,07222,70019,1912005
Camden Dunwoody5,29023,6428,0565,29031,69836,98812,41024,57821,1362005
Camden Fourth Ward10,47751,25846210,47751,72062,1974,81057,3872014
Camden Midtown Atlanta6,19633,8289,2906,19643,11849,31415,59633,71820,5342005
Camden Paces15,262102,37712415,262102,501117,7638,789108,9742015
Camden Peachtree City6,53629,0636,4596,53635,52242,05813,18728,8712005
Camden Shiloh4,18118,7985,1304,18123,92828,1099,35218,75710,4832005
Camden St. Clair7,52627,4867,2787,52634,76442,29013,86028,43021,6142005
Camden Stockbridge5,07122,6933,8375,07126,53031,60110,23421,36714,3112005
Camden Vantage11,78768,8222,22611,78771,04882,8359,24573,5902013
NORTH CAROLINA
Charlotte
Camden Ballantyne$4,503$30,250$7,866$4,503$38,116$42,619$15,357$27,262$25,9862005
Camden Cotton Mills4,24619,1475,9184,24625,06529,31110,34118,9702005
Camden Dilworth51616,6332,19551618,82819,3446,61112,73313,0532006
Camden Fairview1,2837,2233,9391,28311,16212,4455,0987,3472005
Camden Foxcroft1,4087,9194,0991,40812,01813,4265,4837,9432005
Camden Foxcroft II1,1526,4992,4891,1528,98810,1403,7236,4172005
Camden Grandview7,57033,8598,1287,57041,98749,55716,26733,2902005
Camden Sedgebrook5,26629,2117,0035,26636,21441,48014,50226,97821,2742005
Camden South End Square6,62529,1758,7326,62537,90744,53213,97630,5562005
Camden Stonecrest3,94122,0215,7763,94127,79731,73811,47920,2592005
Camden Touchstone1,2036,7722,9251,2039,69710,9004,5816,3192005
Raleigh
Camden Crest4,41231,1085,5514,41236,65941,07113,41727,6542005
Camden Governor's Village3,66920,5083,5663,66924,07427,7439,40418,33912,9842005
Camden Lake Pine5,74631,7148,3335,74640,04745,79315,92429,86926,1722005
Camden Manor Park2,53547,1592,4482,53549,60752,14217,65034,49229,6312006
Camden Overlook4,59125,5638,4094,59133,97238,56313,72424,8392005
Camden Reunion Park3,30218,4576,0373,30224,49427,7969,79717,99919,9312005
Camden Westwood4,56725,5195,0374,56730,55635,12311,83923,28419,8782005
TEXAS
Austin
Camden Cedar Hills2,68420,9316962,68421,62724,3116,89317,4182008
Camden Gaines Ranch5,09437,1009,5955,09446,69551,78917,73834,0512005
Camden Huntingdon2,28917,3939,7812,28927,17429,46316,39213,0711995
Camden La Frontera3,25032,37673,25032,38335,6333,37732,2562015
Camden Lamar Heights3,98842,773343,98842,80746,7954,35942,4362015
Camden Stoneleigh3,49831,2857,5783,49838,86342,36114,18828,1732006
Corpus Christi
Camden Breakers1,05513,0249,0041,05522,02823,08313,4039,6801996
Camden Copper Ridge1,2049,1808,5081,20417,68818,89213,7575,1351993
Camden Miramar—38,78421,083—59,86759,86725,27434,5931994-2014
Dallas/Fort Worth
Camden Addison$11,516$29,332$7,250$11,516$36,582$48,098$8,298$39,8002012
Camden Belmont12,52161,5222,22712,52163,74976,27010,51465,7562012
Camden Buckingham2,70421,2519,4382,70430,68933,39317,23716,1561997
Camden Centreport1,61312,6446,2401,61318,88420,49710,49710,0001997
Camden Cimarron2,23114,0927,1152,23121,20723,43813,6639,7751997
Camden Farmers Market17,34174,19318,12117,34192,314109,65541,65468,001$50,6432001/2005
Camden Henderson3,84215,2563353,84215,59119,4332,96916,4642012
Camden Legacy Creek2,05212,8966,2122,05219,10821,16011,4489,7121997
Camden Legacy Park2,56015,4497,2792,56022,72825,28813,36811,92013,8431997
Camden Valley Park3,09614,66713,9243,09628,59131,68726,5355,1521994
Camden Victory Park13,44571,113213,44571,11584,5602,43282,1282016
Houston
Camden City Centre4,97644,7352,3184,97647,05352,02914,80137,22833,7492007
Camden City Centre II5,10128,131525,10128,18333,2845,30427,9802013
Camden Greenway16,91643,93318,56316,91662,49679,41233,58445,82852,3201999
Camden Holly Springs11,10842,85210,93911,10853,79164,89911,14753,7522012
Camden Midtown4,58318,0269,2924,58327,31831,90115,45816,44328,0201999
Camden Oak Crest2,07820,9415,2562,07826,19728,27511,56016,71517,2952003
Camden Park4,92216,4534,9064,92221,35926,2814,35921,9222012
Camden Plaza7,20431,0441,7747,20432,81840,0226,91233,11020,2882007
Camden Post Oak14,05692,51511,93614,056104,451118,50713,277105,2302013
Camden Royal Oaks1,05520,0461,3691,05521,41522,4707,79614,6742006
Camden Royal Oaks II58712,7431658712,75913,3462,76010,5862012
Camden Stonebridge1,0167,1375,1621,01612,29913,3157,9425,3731993
Camden Sugar Grove7,61427,5942,7287,61430,32237,9365,78432,1522012
Camden Travis Street1,78029,1047841,78029,88831,6688,30623,36221,5982010
Camden Vanderbilt16,07644,91821,33316,07666,25182,32741,40140,92673,0681994/1997
Camden Whispering Oaks1,18826,2421,1491,18827,39128,5798,60819,9712008
Total current communities:$958,240$5,162,501$733,801$958,240$5,896,302$6,854,542$1,888,883$4,965,659$897,352
Communities under construction:
Name / location
Camden Gallery (1)Charlotte, NC$58,444$58,444$58,444$1,527$56,917N/A
Camden Lincoln Station (1)Denver, CO50,52150,52150,52123950,282N/A
Camden NoMa II Washington, DC99,25499,25499,254—99,254N/A
Camden Shady Grove Rockville, MD90,34590,34590,345790,338N/A
Camden McGowen Station Houston, TX35,64635,64635,646—35,646N/A
Camden Washingtonian Gaithersburg, MD31,75331,75331,753—31,753N/A
Camden North End I Phoenix, AZ25,53025,53025,530—25,530N/A
Total communities under construction:$—$391,493$—$—$391,493$391,493$1,773$389,720$—
Development pipeline communities:
Name/location
Camden Grandview II Charlotte, NC$6,073$6,073$6,073$6,073N/A
Camden Buckhead Atlanta, GA14,83614,83614,83614,836N/A
Camden RiNo Denver, CO17,01417,01417,01417,014N/A
Camden Gallery II Charlotte, NC998998998998N/A
Camden Arts District Los Angeles, CA16,77016,77016,77016,770N/A
Camden Conte Houston, TX22,42222,42222,42222,422N/A
Camden North End II Phoenix, AZ11,45711,45711,45711,457N/A
Camden Atlantic Plantation, FL14,22414,22414,22414,224N/A
Camden Paces III Atlanta, GA11,12711,12711,12711,127N/A
Total development pipeline communities:$—$114,921$—$—$114,921$114,921$—$114,921$—
Land Holdings$—$11,058$—$11,058$11,058$11,058N/A
Corporate—4,676—4,6764,6764,676N/A
$—$15,734$—$—$15,734$15,734$—$15,734$—
TOTAL$958,240$5,684,649$733,801$958,240$6,418,450$7,376,690$1,890,656$5,486,034$897,352
(1)Property is in lease-up at December 31, 2016. Balances presented here includes costs which are included in buildings and improvements and land on the consolidated balance sheet at December 31, 2016. These costs related to completed unit turns for these properties.

S-1

Camden Property Trust Real Estate and Accumulated Depreciation As of December 31, 2016 (in thousands)Schedule III

The changes in total real estate assets as adjusted for discontinued operations for the years ended December 31:

201620152014
Balance, beginning of period$7,387,597$6,998,233$6,655,139
Additions during period:
Acquisition of operating properties and unconsolidated joint ventures——61,736
Development and repositions278,447347,429469,040
Improvements65,89266,64052,000
Deductions during period:
Cost of real estate sold – other(355,246)(24,705)(172,475)
Classification to held for sale——(67,207)
Balance, end of period$7,376,690$7,387,597$6,998,233
The changes in accumulated depreciation for the years ended December 31:
201620152014
Balance, beginning of period$1,780,694$1,557,004$1,477,147
Depreciation of real estate assets243,403233,955213,964
Dispositions(133,441)(10,265)(94,043)
Transfers to held for sale——(40,064)
Balance, end of period$1,890,656$1,780,694$1,557,004

The aggregate cost for federal income tax purposes at December 31, 2016 was $6.2 billion.

S-2

Camden Property Trust Mortgage Loans on Real Estate As of December 31, 2016Schedule IV
($ in thousands) DescriptionInterest RateFinal Maturity DatePeriodic payment termsFace amount of mortgagesCarry amount of mortgages (a)
Parking Garage Developer advances Houston, TX(b)(c)(d)$18,000$17,224
(a)The aggregate cost at December 31, 2016 for federal income tax purposes was approximately $17,224.
(b)This loan currently bears interest at 4% and will increase to 7% on any unpaid principal balance on the later of January 1, 2018 or January 1 of the year following completion of our planned apartment project at an adjacent location.
(c)This loan matures on October 1 in the 13th year following the year of completion of the parking garage.
(d)Periodic payments are currently interest only, and will consist of interest and principal payments following the year of completion of the parking garage through maturity.

Changes in mortgage loans for the years ended December 31 are summarized below:

201620152014
Balance, beginning of period$13,161$3,395$3,395
Additions:
Advances under real estate loans7,4589,766—
Deductions:
Collections of principal and loan payoff(3,395)——
Balance, end of period$17,224$13,161$3,395

S-3

Previous: Item 14. Principal Accounting Fees and Services