Camden Property Trust (CPT) 10-K risk factor changes: FY2017 vs FY2016

| • | declines in the financial condition of our [removed: tenants,] [added: residents,] which may make it more difficult for us to collect rents from some [removed: tenants;] [added: residents;] |

| • | increased operating costs, if these costs cannot be passed through to [added: our] residents. |

Our properties compete directly with other multifamily [removed: properties as well as condominiums and] [added: properties, condominiums,] single-family [removed: homes] [added: homes, third-party providers of short-term rentals and serviced apartments,] which are available for rent or purchase in the markets in which our properties are located.

As a result, we hold certain land, and may in the future acquire additional land, in our development pipeline at a cost we may not be able to fully recover or at a cost which may preclude [removed: our] [added: us from] developing a profitable multifamily community.

In addition, the members of the current Presidential administration [added: and House and Senate banking committees] have announced [removed: restructuring and privatizing] [added: the reform of] Fannie Mae and Freddie Mac is a [removed: priority of the current administration,] [added: priority,] and there is uncertainty regarding the impact of [removed: this action] [added: these actions] on us and buyers of our properties.

In [removed: 2017,] [added: 2018,] we expect to incur costs between approximately [removed: $150] [added: $140] million and [removed: $170] [added: $160] million related to the construction of seven consolidated projects.

Additionally, during [removed: 2017,] [added: 2018,] we expect to incur costs between approximately [removed: $20] [added: $45] million and [removed: $30] [added: $55] million related to the start of new development [removed: activities and] [added: activities,] between approximately [removed: $24] [added: $37] million and [removed: $28] [added: $41] million related to [added: repositions and revenue enhancing expenditures of existing properties and between approximately $28 million and $32 million in extensive] redevelopment [added: expenditures] of existing properties.

The terms of those construction contracts generally require this subsidiary to estimate the time and costs to complete a [removed: project,] [added: project to calculate the cost plus margin for the project fee, but not to exceed a maximum amount,] and to assume the risk when these estimates may be greater than anticipated.

| • | we would be subject to federal income tax on our taxable income at regular corporate [removed: rates, including] [added: rates including, for taxable years ended before January 1, 2018,] any applicable alternative minimum tax; |

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

Tax laws [added: have recently changed] and [removed: related interpretations] may [added: continue to] change at any time, and any such legislative or other actions could have a negative effect on us.

[removed: Tax] [added: In addition, tax] laws [removed: are] [added: remain] under constant review by persons involved in the legislative process, at the Internal Revenue Service and the U.S. Department of [removed: the] Treasury, and by various state and local tax authorities.

Changes to tax laws, regulations, or administrative interpretations, which may be applied [removed: retroactively,] [added: retroactively] could adversely affect us in a number of [added: additional] ways, including [removed: the following:][added: making it more difficult or more costly for us to qualify as a REIT or decreasing real estate values generally.]

[removed: | • | lowering effective] [added: The law includes significant changes to the U.S. corporate income] tax [removed: rates] [added: system, including a Federal corporate rate reduction from 35% to 21%] for non-REIT "C" corporations, which may cause investors to perceive investments in REITs to be less attractive than investments in the stock of non-REIT "C" corporations. [removed: |]

We cannot predict [added: the full impact of the 2017 Tax Act or] whether, when, in what forms, or with what effective [removed: dates,] [added: dates] the tax laws, [removed: regulations,] [added: regulations] and administrative interpretations applicable to us or our shareholders may be [added: further] changed.

Any [removed: such change] [added: of these matters] may significantly affect our liquidity and results of operations, as well as the value of our shares.

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

[removed: Certain] [added: A certain number] of our properties are located in areas that [added: have experienced and] may [added: in the future] experience catastrophic weather and other natural events from time to time, including fires, snow or ice storms, windstorms, [removed: tornadoes or] [added: tornadoes,] hurricanes, earthquakes, flooding or other severe weather.

In the event of a loss in excess of insured limits, we could lose our capital invested in the affected property, [removed: as well as] anticipated future revenue from [removed: that] [added: the property, and could also continue to be obligated to repay any mortgage indebtedness or other obligations related to the] property.

Any such loss could materially and adversely affect our [removed: business and our] [added: business,] financial condition and results of operations.

Such uses [added: and the on-going advancement in technology] give rise to potential cybersecurity [removed: risks,] [added: risks with increasing sophistication,] including [added: but not limited to,] security breach, espionage, system disruption, theft and inadvertent release of [added: confidential] information.

If we fail to assess and identify cybersecurity risks associated with our operations, we may become increasingly vulnerable to such [removed: risks.][added: risks and may be liable for the consequential litigation and remediation costs.]

Additionally, the measures we have implemented to prevent security breaches and cyber incidents may not be [removed: effective.][added: effective and there can be no complete assurance of prevention or anticipation of such incidents.]

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

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

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

As of December 31, [removed: 2016,] [added: 2017,] we had outstanding debt of approximately [removed: $2.5] [added: $2.2] billion.

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

We are subject to the risk [removed: that] indebtedness on our properties or our unsecured indebtedness will not be renewed, repaid, or refinanced when due or the terms of any renewal or refinancing will not be as favorable as the existing terms of such indebtedness.

Such losses could have a material adverse effect on us and our ability to [removed: make distributions to our shareholders and] pay amounts due on our [removed: debt.][added: debt and make distributions to our shareholders.]

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

[removed: As defined for federal] income tax purposes, the term “individuals” includes a number of specified entities.

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

The 2017 Tax Act was signed into law on December 22, 2017.

The law also includes limitations on the deductibility of executive compensation, which may result in our being

required to pay higher dividends to continue to qualify as a REIT at a time and in an amount that otherwise may not be in the best interest for us or our shareholders.

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

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

Our unsecured credit facilities and fair value of derivative instruments are indexed to the London Interbank Offered Rate ("LIBOR").

On July 27, 2017, the Financial Conduct Authority (the "FCA") announced its intention to phase out LIBOR rates by the end of 2021.

It is not possible to predict the further effect of the rules of the FCA, any changes in the methods by which LIBOR is determined, or any other reforms to LIBOR which may be enacted in the United Kingdom, the European Union or elsewhere.

Any such developments may cause LIBOR to perform differently than in the past, or cease to exist.

In addition, any other legal or regulatory changes made by the FCA, ICE Benchmark Administration Limited, the European Money Markets Institute (formerly Euribor-EBF), the European Commission or any other successor governance or oversight body, or future changes adopted by such body, in the method by which LIBOR is determined or the transition from LIBOR to a successor benchmark may result in, among other things, a sudden or prolonged increase or decrease in LIBOR, a delay in the publication of LIBOR, trigger changes in the rules or methodologies in LIBOR discouraging market participants from continuing to administer or to participate in LIBOR's determination, and, in certain situations, could result in LIBOR no longer being determined and published.

If a published U.S. dollar LIBOR rate is unavailable after 2021, the interest rates on our debt which is indexed to LIBOR will be determined using various alternative methods, any of which may result in interest obligations which are more than or do not otherwise correlate over time with the payments that would have been made on such debt if U.S. dollar LIBOR was available in its current form.

Further, the same costs and risks which may lead to the discontinuation or unavailability of U.S. dollar LIBOR may make one or more of the alternative methods impossible or impracticable to determine.

Any of these proposals or consequences could have a material adverse effect on our financing costs.

Failure to hedge effectively against interest rates may adversely affect results of operations.

From time-to-time, we may seek to manage our exposure to interest rate volatility by using interest rate hedging arrangements for debt instruments and future debt issuances.

These agreements involve risks, such as the risk the counterparties may fail to honor their obligations under these arrangements, and these arrangements may not be effective in reducing our exposure to interest rate changes.

Failure to hedge effectively against interest rate changes could have a material adverse effect on us and our ability to make distributions to our shareholders and pay amounts due on our debt.

As defined for federal

| | |

| --- | --- |

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

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

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

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

| • | Tax laws [added: have recently changed] and [removed: related interpretations] may [added: continue to] change at any time, and any such legislative or other actions could have a negative effect on us; |

As of December 31, [removed: 2016,] [added: 2017,] we owned interests in, operated, or were developing [removed: 159] [added: 162] multifamily properties comprised of [removed: 55,366] [added: 55,143] apartment homes across the United States as detailed in the following Property Portfolio table.

Our results for the year ended December 31, [removed: 2016] [added: 2017] reflect an increase in same store revenues of [removed: 3.9%] [added: 2.9%] as compared to [removed: 2015.][added: 2016.]

[removed: This increase was] [added: These increases were] due to higher average rental rates and increased other property income, which we believe [removed: were due to, among other matters, the continuation of] [added: was primarily attributable to] improving [removed: economic conditions, including] job growth, favorable demographics, a manageable supply of new multifamily housing, and in part to more individuals choosing to rent versus buy as evidenced by the [removed: moderating] [added: continued low] level of homeownership rates, all of which have resulted in higher rental rates.

We [added: also] believe U.S. economic and employment growth is likely to continue during [removed: 2017] [added: 2018] and the supply of new multifamily [removed: homes, although increasing,] [added: homes] will likely remain at manageable levels.

At December 31, [removed: 2016,] [added: 2017,] we had seven projects under construction [removed: to be] comprised of [removed: 2,573] [added: 2,110] apartment homes, with stabilization expected to be completed within the next [removed: 42] [added: 39] months.

As of December 31, [removed: 2016,] [added: 2017,] we estimate the additional cost to complete the construction of the seven projects to be approximately [removed: $240.6] [added: $282.3] million.

[removed: Land: During] [added: For the year ended] 2016, we also sold [removed: approximately] 6.3 acres of land adjacent to an operating property in Tampa, Florida for [added: a gain of] approximately [removed: $2.2] [added: $0.4] million and [removed: recognized] [added: for the year ended 2015, we also sold two land holdings adjacent to operating properties in Dallas and Houston, Texas for] a gain of approximately [removed: $0.4] [added: $0.3] million.

[removed: Discontinued operations: In April] [added: During the year ended December 31,] 2016, we [removed: sold] [added: had discontinued operations related to the sale in April 2016 of] 15 operating properties, comprised of an aggregate of 4,918 apartment [removed: homes with an average age of 23 years,] [added: homes,] a retail [removed: center] [added: center,] and approximately 19.6 acres of [added: undeveloped] land, all located in Las Vegas, [removed: Nevada, to an unaffiliated third party for an aggregate of approximately $630.0 million and recognized a gain of approximately $375.2 million.][added: Nevada.]

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

We [removed: anticipate meeting] [added: intend to meet] our near-term liquidity requirements through a combination of one or more of the following: cash and cash equivalents, [removed: short-term investments,] cash flows generated from operations, draws on our unsecured credit [removed: facility, proceeds from property dispositions,] [added: facility or other short-term borrowing,] the use of debt and equity offerings under our automatic shelf registration statement, [added: proceeds from property dispositions,] equity issued from our [added: 2017] ATM program, other unsecured borrowings, [removed: and] [added: or] secured mortgages.

As of December 31, [removed: 2016,] [added: 2017,] we had approximately [removed: $237.4] [added: $368.5] million in cash and cash equivalents, [removed: $100.0] [added: $586.6] million [removed: in short-term investments, and no balance outstanding on] [added: available under] our [removed: $600] [added: $600.0] million unsecured credit [added: facility and $45.0 million available under our $45.0 million unsecured short-term borrowing] facility.

As of the date of this filing, we had common shares having an aggregate offering price of up to $315.3 million remaining available for sale under our [added: 2017] ATM program.

We believe [added: scheduled] payments of debt in [removed: 2017] [added: 2018] are manageable at approximately [removed: $276.0] [added: $173.7] million which represents approximately [removed: 11.1%] [added: 7.9%] of our total outstanding debt, and includes [added: amortization of debt discounts and debt issuance costs, net of] scheduled principal [removed: amortization] [added: payments] of approximately [removed: $1.2] [added: $1.3] million.

| | December 31, [removed: 2016] [added: 2017] | | | | | | December 31, [removed: 2015] [added: 2016] | | | | |

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

| Washington, D.C. Metro [removed: (1)] | [removed: 5,635] [added: 6,040] | | | [removed: 16] [added: 17] | | | [removed: 6,405] [added: 5,635] | | | [removed: 19] [added: 16] | |

| Atlanta, Georgia | [removed: 4,246] [added: 4,496] | | | [removed: 13] [added: 14] | | | 4,246 | | | 13 | |

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

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

| Charlotte, North Carolina | [removed: 2,753] [added: 3,076] | | | [removed: 12] [added: 13] | | | 2,753 | | | 12 | |

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

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

| Denver, Colorado | [removed: 2,365] [added: 2,632] | | | [removed: 7] [added: 8] | | | 2,365 | | | 7 | |

| Corpus Christi, Texas | [removed: 1,907] [added: 902] | | | [removed: 4] [added: 3] | | | 1,907 | | | 4 | |

| Total Operating Properties | [removed: 52,793] [added: 53,033] | | | [removed: 152] [added: 155] | | | [removed: 59,792] [added: 52,793] | | | [removed: 172] [added: 152] | |

| Washington, D.C. Metro | [removed: 1,227] [added: 822] | | | [removed: 3] [added: 2] | | | [removed: 862] [added: 1,227] | | | [removed: 2] [added: 3] | |

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

| Charlotte, North Carolina | [removed: 323] [added: 28] | | | 1 | | | 323 | | | 1 | |

| Houston, Texas | [removed: 315] [added: 586] | | | [removed: 1] [added: 2] | | | 315 | | | 1 | |

| Denver, Colorado | [removed: 267] [added: 233] | | | 1 | | | 267 | | | 1 | |

| Dallas, [removed: Texas | — | | | — | |] [added: TX] | 423 | | | [removed: 1] [added: 3Q16] | | [added: 3Q17 |]

| Los Angeles/Orange County, California | [removed: —] [added: 724,745] | | | [removed: —] | [added: 9.5] | | [removed: 287] | [added: 709,210] | | [removed: 1] | | [added: 9.6 | |]

| Total Properties Under Construction | [removed: 2,573] [added: 2,110] | | | 7 | | | [removed: 2,857] [added: 2,573] | | | [removed: 8] [added: 7] | |

| Total Properties | [removed: 55,366] [added: 55,143] | | | [removed: 159] [added: 162] | | | [removed: 62,649] [added: 55,366] | | | [removed: 180] [added: 159] | |

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

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

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

| Total Properties Fully Consolidated | [removed: 48,083] [added: 47,860] | | | [removed: 137] [added: 140] | | | [removed: 55,371] [added: 48,083] | | | [removed: 158] [added: 137] | |

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

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

| • | Failure to hedge effectively against interest rates may adversely affect results of operations; |

We also believe the continued low levels of homeownership rates are mainly attributable to difficulties in obtaining mortgage loans as well as changing demographic trends, both of which promote apartment rentals.

Operating properties: In June 2017, we purchased one operating property, Camden Buckhead Square, comprised of 250 apartment homes, located in Atlanta, Georgia for approximately $58.3 million.

In January 2018, we acquired one operating property comprised of 358 apartment homes located in St. Petersburg for approximately $126.9 million.

In February 2018, we acquired one operating property comprised of 333 apartment homes located in Orlando, Florida for approximately $81.4 million.

Land: In April 2017, we acquired approximately 8.2 acres of land in San Diego, California for $20.0 million.

In December 2017, we sold one operating property, comprised of 1,005 apartment homes, located in Corpus Christi, Texas for approximately $78.4 million and recognized a gain of approximately $43.2 million.

Hurricanes

In August 2017, Hurricane Harvey impacted certain multifamily communities within our Texas portfolio.

In September 2017, Hurricane Irma impacted certain multifamily communities throughout the state of Florida, and in the Atlanta, Georgia and Charlotte, North Carolina areas.

We incurred approximately $3.9 million in expenses at our wholly-owned multifamily communities impacted by these hurricanes which is recorded in property operating and maintenance expenses, with no insurance recoveries anticipated.

We also incurred approximately $0.7 million in other storm-related expenses relating to these hurricanes, which are recorded in general and administrative expenses.

Additionally, we recognized $0.4 million, representing our share of ownership interest of hurricane-related expenses incurred by the multifamily communities of the Funds, which is recorded in equity in income of joint ventures.

In September 2017, we issued approximately 4.8 million common shares in a public equity offering and received approximately $442.5 million in net proceeds.

We also issued approximately 28,111 shares under our 2017 ATM program during the year ended December 31, 2017 and received approximately $2.5 million in net proceeds.

| | December 31, 2017 | | | | | | December 31, 2016 | | | | |

During the year ended December 31, 2017, we sold one operating property, comprised of 1,005 apartment homes, located in Corpus Christi, Texas.

We did not have any discontinued operations for the year ended December 31, 2017.

| Camden Gallery | | | | | | |

| Camden Lincoln Station | | | | | | |

| Denver, CO | 267 | | | 3Q17 | | 4Q17 |

| Camden NoMa II | | | | | | | | | | | | | |

| Washington, DC | 405 | | | $ | 107.2 | | | 68 | % | | 2Q17 | | 2Q19 |

| Camden Grandview II Charlotte, NC | 28 | | | 21.0 | | | | 11.1 | | | | 11.1 | | | | 4Q18 | | 2Q19 |

| Camden RiNo Denver, CO | 233 | | | 75.0 | | | | 23.6 | | | | 23.6 | | | | 2Q20 | | 4Q20 |

| Camden Downtown I Houston, TX | 271 | | | 132.0 | | | | 15.1 | | | | 15.1 | | | | 3Q20 | | 1Q21 |

| Consolidated total | 2,110 | | | $ | 629.0 | | | $ | 346.7 | | | $ | 252.5 | | | | | |

| Camden Atlantic | | 269 | | | 90.0 | | | | 15.5 | | |

| Camden Hillcrest | | 125 | | | 75.0 | | | | 23.6 | | |

| San Diego, CA | | | | | | | | | | | |

| Camden Downtown II | | 271 | | | 145.0 | | | | 10.1 | | |

| Total | | 2,075 | | | $ | 740.0 | | | $ | 113.6 | |

| (2) | Camden Buckhead is Phase 2 of our Paces development. |

| (1) | 2017 includes approximately $3.9 million of storm-related expenses relating to Hurricanes Harvey and Irma for the year ended December 31, 2017. |

| Plus: Loss on early retirement of debt | | 323 | | | | — | | | | — | | |

| ($ in thousands) | 12/31/2017 | | | 2017 | | | | 2016 | | | | $ | | | | % | |

| Same store communities | 41,988 | | | $ | 799,951 | | | $ | 777,498 | | | $ | 22,453 | | | 2.9 | % |

| Non-same store communities | 3,357 | | | 77,360 | | | | 49,849 | | | | 27,511 | | | | 55.2 | |

| Dispositions/other | — | | | 17,551 | | | | 49,100 | | | | (31,549 | | ) | | (64.3 | ) |

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

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

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

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

| Las Vegas, Nevada (2) | — | | | — | | | 4,918 | | | 15 | |

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

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

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

| | | | | | | | |

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

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

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

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

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

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

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

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

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

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

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

| | | | | | | |

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

| Camden Flatirons | | | | | | |

| Denver, CO | 424 | | | 3Q15 | | 1Q16 |

| Camden Paces | | | | | | |

| Atlanta, GA | 379 | | | 4Q15 | | 2Q16 |

| Camden Glendale | | | | | | |

| Glendale, CA | 303 | | | 3Q15 | | 3Q16 |

| Camden Chandler | | | | | | |

| Chandler, AZ | 380 | | | 1Q16 | | 4Q16 |

| Consolidated total | 1,486 | | | | | |

| Unconsolidated Operating Property | | | | | | |

| Camden Southline | | | | | | |

| Charlotte, NC | 266 | | | 4Q15 | | 1Q16 |

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

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

| Consolidated Communities Under Construction | | | | | | | | | | | | | | | | | | |

| Camden Lincoln Station Denver, CO (2) | 267 | | | 56.0 | | | | 50.5 | | | | 32.5 | | | | 2Q17 | | 1Q18 |

| Camden NoMa II Washington, DC | 405 | | | 115.0 | | | | 99.3 | | | | 99.3 | | | | 4Q17 | | 4Q19 |

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

[removed: Derivatives are] [added: We do] not [removed: entered] [added: enter] into [added: derivatives or other financial instruments] for [added: trading or] speculative purposes.

The table below provides information about our liabilities sensitive to changes in interest rates as of December 31, [removed: 2016] [added: 2017] and [removed: 2015.][added: 2016.]

| | December 31, [removed: 2016] [added: 2017] | | | | | | | | | | | | | December 31, [removed: 2015] [added: 2016] | | | | | | | | | | | |

| Fixed rate debt | $ | [removed: 2,274.9] [added: 2,029.6] | | | [removed: 5.0] [added: 4.6] | | | [removed: 4.7] [added: 4.5] | % | | [removed: 91.7] [added: 92.1] | % | | $ | [removed: 2,273.3] [added: 2,274.9] | | | [removed: 6.0] [added: 5.0] | | | 4.7 | % | | [removed: 83.4] [added: 91.7] | % |

| Variable rate debt | [removed: 205.7] [added: 175.0] | | | | [removed: 3.2] [added: 0.8] | | | [removed: 1.4] [added: 1.9] | | | [removed: 8.3] [added: 7.9] | | | [removed: 451.4] [added: 205.7] | | | | [removed: 3.8] [added: 3.2] | | | [removed: 1.2] [added: 1.4] | % | | [removed: 16.6] [added: 8.3] | % |

Holding other variables constant, a one percentage point variance in interest rates would change the unrealized fair market value of the fixed rate debt by approximately [removed: $99.2] [added: $82.2] million.

The net income attributable to common shareholders and cash flows impact on the next year resulting from a one percentage point variance in interest rates on floating rate debt would be approximately [removed: $2.1] [added: $1.8] million, holding all other variables constant.

We currently use interest rate swaps to reduce the impact of interest rate fluctuations on certain indebtedness, not for trading or speculative purposes.

During the year ended December 31, 2017, we had three forward interest rate swap agreements with a total notional amount of $200.0 million that become effective October 31, 2018 to hedge a portion of anticipated future fixed rate debt issuances.

We expect to cash settle these contracts relating to these outstanding swaps upon the issuance of debt in 2018 and either pay or receive cash for the fair value of the swap at time of settlement.

The impact of settling our position, assuming debt is issued as expected, will be recognized over the life of the issued debt as an adjustment to interest expense.

Derivative financial investments expose us to credit risk in the event of non-performance by the counterparties under the terms of the interest rate hedge agreements.

The Company has agreements with derivative counterparties containing provisions where the Company could be declared in default on its derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to the Company's default on the indebtedness.

As of December 31, 2017, the fair value of derivatives in a net liability position, which excludes any adjustment for nonperformance risk, related to these agreements was approximately $0.5 million.

As of December 31, [removed: 2016,] [added: 2017,] we owned interests in, operated, or were developing [removed: 159] [added: 162] multifamily properties comprised of [removed: 55,366] [added: 55,143] apartment homes across the United States.

Of the [removed: 159] [added: 162] properties, seven properties were under construction and will consist of a total of [removed: 2,573] [added: 2,110] apartment homes when completed.

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

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

We [removed: anticipate meeting] [added: intend to meet] our near-term liquidity requirements through a combination of one or more of the following: cash and cash equivalents, [removed: short-term investments,] cash flows generated from operations, draws on our unsecured credit [removed: facility, proceeds from property dispositions,] [added: facility or other short-term borrowing,] the use of debt and equity offerings under our automatic shelf registration statement, [added: proceeds from property dispositions,] equity issued from our [added: 2017] at-the-market ("ATM") share offering program, other unsecured borrowings, [removed: and] [added: or] secured mortgages.

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 [removed: directly] by the joint venture or partnership.

See Note 8, “Investments in Joint Ventures,” and Note [removed: 13,] [added: 14,] “Commitments and Contingencies,” in the notes to Consolidated Financial Statements for further discussion of our investments in joint ventures.

Our properties compete directly with other multifamily properties as well as [removed: condominiums and] [added: condominiums,] single-family [removed: homes] [added: homes, third-party providers of short-term rentals and serviced apartments,] which are available for rent or purchase in the markets in which our communities are located.

At December 31, [removed: 2016,] [added: 2017,] we had approximately 1,600 employees, including executive, administrative, and community personnel.

As of December 31, [removed: 2016,] [added: 2017,] we met the qualification of a REIT under Sections 856-860 of the Internal Revenue Code of 1986, as amended (the “Code”).

For the fiscal year ended December 31, [removed: 2016][added: 2017]

The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant was [removed: $7,646,700,508] [added: $7,420,664,859] based on a June 30, [removed: 2016] [added: 2017] share price of [removed: $88.42.][added: $85.51.]

On February [removed: 10, 2017, 87,526,221] [added: 9, 2018, 92,720,729] common shares of the registrant were outstanding, net of treasury shares and shares held in our deferred compensation arrangements.

Portions of the registrant's Proxy Statement in connection with its Annual Meeting of Shareholders to be held May [removed: 12, 2017] [added: 17, 2018] are incorporated by reference in Part III.

| Item 1. | [removed: [Business](#sD1D1E00960AC5A0FAAA5D053CC68FF79)] [added: [Business](#sEA93AE80BCF252218FDD453A9851350D)] | [removed: [1](#sD1D1E00960AC5A0FAAA5D053CC68FF79)] [added: [1](#sEA93AE80BCF252218FDD453A9851350D)] |

| Item 1A. | [Risk [removed: Factors](#sCB2A5B9EE77D512A964B025B53CDE2BF)] [added: Factors](#s6A2DC5FC4C65551EA410AFE980D3329E)] | [removed: [2](#sCB2A5B9EE77D512A964B025B53CDE2BF)] [added: [2](#s6A2DC5FC4C65551EA410AFE980D3329E)] |

| Item 1B. | [Unresolved Staff [removed: Comments](#sD6BDB77583E4518785D04CD3A768ED06)] [added: Comments](#sF57FDB74C4495970A78E4097444931C1)] | [removed: [9](#sD6BDB77583E4518785D04CD3A768ED06)] [added: [9](#sF57FDB74C4495970A78E4097444931C1)] |

| Item 2. | [removed: [Properties](#sC59EEFA89F5E5ECD96E3B396FE6C2CDE)] [added: [Properties](#s2068656E65CD51E4A334C9AEB15F76C7)] | [removed: [9](#sC59EEFA89F5E5ECD96E3B396FE6C2CDE)] [added: [9](#s2068656E65CD51E4A334C9AEB15F76C7)] |

| Item 3. | [Legal [removed: Proceedings](#sE2958B30942E55A2A8A946B916774B8E)] [added: Proceedings](#s6093DE42C06A5F1ABFF7636D206D61DE)] | [removed: [14](#sE2958B30942E55A2A8A946B916774B8E)] [added: [15](#s6093DE42C06A5F1ABFF7636D206D61DE)] |

| Item 4. | [Mine Safety [removed: Disclosures](#s7A168587BD5E5F30BC4577A5AC25B666)] [added: Disclosures](#sD306AF7566AB5D168ABEDA1834D95002)] | [removed: [14](#s7A168587BD5E5F30BC4577A5AC25B666)] [added: [15](#sD306AF7566AB5D168ABEDA1834D95002)] |

| Item 5. | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#s50E9857F37CE526B92B851CD73BFCC30)] [added: Securities](#s2B32F3C36EF55C7F937A864D5FDF6126)] | [removed: [15](#s50E9857F37CE526B92B851CD73BFCC30)] [added: [16](#s2B32F3C36EF55C7F937A864D5FDF6126)] |

| Item 6. | [Selected Financial [removed: Data](#s4CEF47C971FD5331B35D68DB6897A82F)] [added: Data](#s8304A9B7A93C5563B9F3EBB87D91F2F8)] | [removed: [18](#s4CEF47C971FD5331B35D68DB6897A82F)] [added: [19](#s8304A9B7A93C5563B9F3EBB87D91F2F8)] |

| Item 7. | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#s6F6CF2E196BE5C05BF476456DC700153)] [added: Operations](#s1187AC3F1DFD5040B8FC33ED3BFAA393)] | [removed: [20](#s6F6CF2E196BE5C05BF476456DC700153)] [added: [21](#s1187AC3F1DFD5040B8FC33ED3BFAA393)] |

| Item 7A. | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#s8559EBF4A43F52B0B70B60CB5D5BD9CA)] [added: Risk](#s33F3E23152E951EC807020F54EF68381)] | [removed: [38](#s8559EBF4A43F52B0B70B60CB5D5BD9CA)] [added: [41](#s33F3E23152E951EC807020F54EF68381)] |

| Item 8. | [Financial Statements and Supplementary [removed: Data](#sD3B8C9A7237F58768B926E647743534F)] [added: Data](#sDCB23CB96A895DB992346A2557253798)] | [removed: [40](#sD3B8C9A7237F58768B926E647743534F)] [added: [43](#sDCB23CB96A895DB992346A2557253798)] |

| Item 9. | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#sE8FC244C6ABD5C53B5E3C29404E682F1)] [added: Disclosure](#sE16CE8A76D6B5A7287C8393E15EA9622)] | [removed: [40](#sE8FC244C6ABD5C53B5E3C29404E682F1)] [added: [43](#sE16CE8A76D6B5A7287C8393E15EA9622)] |

| Item 9A. | [Controls and [removed: Procedures](#s9732A3E01C685FB089F8A7EAEE74869A)] [added: Procedures](#s1B2AA49D758151C6B46B6FB83CDCB6C3)] | [removed: [40](#s9732A3E01C685FB089F8A7EAEE74869A)] [added: [43](#s1B2AA49D758151C6B46B6FB83CDCB6C3)] |

| Item 9B. | [Other [removed: Information](#sA99C02F096E0538CB5621BBB17A8A433)] [added: Information](#s88779319048953F993DCC6CCF2955419)] | [removed: [43](#sA99C02F096E0538CB5621BBB17A8A433)] [added: [46](#s88779319048953F993DCC6CCF2955419)] |

| [PART [removed: III](#sDD54634847F25D16A6D929187FDE5F4A)] [added: III](#sFCC15BEE15F65F4992FD067AC7654728)] | | |

| Item 10. | [Directors, Executive Officers, and Corporate [removed: Governance](#s28040B161217584CA0FE03CBACE0EDF4)] [added: Governance](#s1F79C841E0985F13A0A9C693F9A81DE6)] | [removed: [43](#s28040B161217584CA0FE03CBACE0EDF4)] [added: [46](#s1F79C841E0985F13A0A9C693F9A81DE6)] |

| Item 11. | [Executive [removed: Compensation](#s31CD8D38C3485DA6AABD1E2C6F7A9C02)] [added: Compensation](#s7C46EA10396D59399AC936539BDBB407)] | [removed: [43](#s31CD8D38C3485DA6AABD1E2C6F7A9C02)] [added: [46](#s7C46EA10396D59399AC936539BDBB407)] |

| Item 12. | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#s35A05128CA2A5AFBAF3CCE5DCEB1D2EC)] [added: Matters](#s0597F210EE9F59619B652154E536D1B9)] | [removed: [43](#s35A05128CA2A5AFBAF3CCE5DCEB1D2EC)] [added: [46](#s0597F210EE9F59619B652154E536D1B9)] |

| Item 13. | [Certain Relationships and Related Transactions, and Director [removed: Independence](#sC56A9EAB27025877A7ECD55DA1EA48ED)] [added: Independence](#sCB0C62DEBB0550BCB1E9BDE9C273559F)] | [removed: [43](#sC56A9EAB27025877A7ECD55DA1EA48ED)] [added: [46](#sCB0C62DEBB0550BCB1E9BDE9C273559F)] |

| Item 14. | [Principal Accounting Fees and [removed: Services](#sCAB1077C874F5A2A92CBCD424F5FD76E)] [added: Services](#s425C408494E8531D970B0E13A9FE0D8B)] | [removed: [44](#sCAB1077C874F5A2A92CBCD424F5FD76E)] [added: [47](#s425C408494E8531D970B0E13A9FE0D8B)] |

| Item 15. | [Exhibits and Financial Statement [removed: Schedules](#sB43B2809E48E5458B6B42480D71D6067)] [added: Schedules](#sC2EFF266463053E6A435ECC93B2F88CE)] | [removed: [44](#sB43B2809E48E5458B6B42480D71D6067)] [added: [47](#sC2EFF266463053E6A435ECC93B2F88CE)] |

10-K 1 cpt1231201710k.htm 10-K

| | | | Emerging growth company | | ¨ |

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

| [PART I](#sA133079560FB557FAF19CAF8BC9CB2D8) | | |

| [PART II](#s7B499BB41450512AB69109F4EC9873CE) | | |

| [PART IV](#sEDA6F9B440C4548384E7FDAC0685C9BE) | | |

| Item 16. | [Summary](#sb4cc139a662e4155ba50b222f5cd3edb) | [52](#sb4cc139a662e4155ba50b222f5cd3edb) |

| [SIGNATURES](#sCAF7D3FB600C58E1BAACC15CA1B2428A) | | [53](#sCAF7D3FB600C58E1BAACC15CA1B2428A) |

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

| | | | | | |

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

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

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

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

Our properties typically consist of mid-rise buildings or two and three story buildings in a landscaped [removed: setting] [added: setting, as well as high-rise buildings,] and provide residents with a variety of amenities common to multifamily rental properties.

The [removed: 152] [added: 155] operating properties in which we owned interests and operated at December 31, [removed: 2016] [added: 2017] averaged [removed: 953] [added: 957] square feet of living area per apartment home.

For the year ended December 31, [removed: 2016,] [added: 2017,] no single operating property accounted for greater than [removed: 1.7%] [added: 1.6%] of our total revenues.

Our [added: stabilized] operating properties had a weighted average occupancy rate of approximately 95% [removed: and 96%] for each of the years ended December 31, [removed: 2016] [added: 2017] and [removed: 2015, respectively,] [added: 2016,] and an average monthly rental revenue per apartment home of [removed: $1,405] [added: $1,447] and [removed: $1,342] [added: $1,405] for the same periods, respectively.

At December 31, [removed: 2016, 137] [added: 2017, 140] of our operating properties had over 200 apartment homes, with the largest having [removed: 1,005] [added: 904] apartment homes.

Our operating properties have an average age of [removed: 12 years.][added: 13 years and were constructed and placed in service as follows:]

The following table sets forth information with respect to our [removed: 152] [added: 155] operating properties at December 31, [removed: 2016:][added: 2017:]

| Property and Location | | Year Placed in Service | | Average Apartment Size (Sq. Ft.) | | | Number of Apartments | | [removed: 2016] [added: 2017] Average Occupancy (1) | | | [removed: 2016] [added: 2017] Average Monthly Rental Rate per Apartment (2) | | |

| Camden Chandler [removed: (3)] | | [removed: 2015] [added: 2016] | | 1,146 | | | 380 | | [removed: 94.1] [added: 92.6] | % | | $ | [removed: 1,310] [added: 1,307] | |

| Camden Copper Square | | 2000 | | 786 | | | 332 | | [removed: 95.7] [added: 95.0] | | | [removed: 1,084] [added: 1,110] | | |

| Camden Foothills | | 2014 | | 1,032 | | | 220 | | [removed: 92.7] [added: 95.3] | | | [removed: 1,490] [added: 1,533] | | |

| Camden Hayden | | 2015 | | 1,043 | | | 234 | | [removed: 90.6] [added: 94.5] | | | [removed: 1,384] [added: 1,435] | | |

| Camden Legacy | | 1996 | | 1,067 | | | 428 | | [removed: 95.4] [added: 95.7] | | | [removed: 1,144] [added: 1,203] | | |

| Camden Montierra | | 1999 | | 1,071 | | | 249 | | [removed: 95.7] [added: 96.1] | | | [removed: 1,266] [added: 1,290] | | |

| Camden Pecos Ranch | | 2001 | | 924 | | | 272 | | [removed: 95.1] [added: 95.8] | | | [removed: 1,002] [added: 1,054] | | |

| Camden San Marcos | | 1995 | | 984 | | | 320 | | [removed: 95.2] [added: 95.7] | | | [removed: 1,144] [added: 1,175] | | |

| Camden San Paloma | | 1993/1994 | | 1,042 | | | 324 | | [removed: 95.5] [added: 96.2] | | | [removed: 1,153] [added: 1,192] | | |

| Camden Sotelo | | 2008/2012 | | 1,303 | | | 170 | | [removed: 93.2] [added: 94.4] | | | [removed: 1,461] [added: 1,474] | | |

| Camden Crown Valley | | 2001 | | 1,009 | | | 380 | | [removed: 95.7] [added: 96.2] | | | [removed: 1,916] [added: 2,000] | | |

| Camden Glendale [removed: (3)] | | 2015 | | 882 | | | 303 | | [removed: 95.0] [added: 93.9] | | | [removed: 2,241] [added: 2,236] | | |

| Camden Harbor View | | 2004 | | 981 | | | 546 | | [removed: 95.6] [added: 95.5] | | | [removed: 2,412] [added: 2,526] | | |

| Camden Main and Jamboree | | 2008 | | 1,011 | | | 290 | | [removed: 96.2] [added: 96.4] | | | [removed: 2,026] [added: 2,075] | | |

| Camden Martinique | | 1986 | | 795 | | | 714 | | [removed: 94.8] [added: 95.3] | | | [removed: 1,646] [added: 1,720] | | |

| Camden Sea Palms | | 1990 | | 891 | | | 138 | | [removed: 96.0] [added: 95.2] | | | [removed: 1,844] [added: 2,003] | | |

| The Camden [removed: (4)] [added: (3)] | | 2016 | | 768 | | | 287 | | [removed: Lease-up] [added: 93.7] | | | [removed: 3,064] [added: 3,099] | | |

| Camden Landmark | | 2006 | | 982 | | | 469 | | [removed: 94.6] [added: 94.3] | | | [removed: 1,486] [added: 1,557] | | |

| Camden Old Creek | | 2007 | | 1,037 | | | 350 | | [removed: 95.5] [added: 96.0] | | | [removed: 1,916] [added: 2,032] | | |

| Camden Sierra at Otay Ranch | | 2003 | | 962 | | | 422 | | [removed: 95.2] [added: 95.6] | | | [removed: 1,795] [added: 1,867] | | |

| Camden Tuscany | | 2003 | | 896 | | | 160 | | [removed: 95.9] [added: 96.2] | | | [removed: 2,485] [added: 2,569] | | |

| Camden Vineyards | | 2002 | | 1,053 | | | 264 | | [removed: 96.0] [added: 96.1] | | | [removed: 1,501] [added: 1,617] | | |

| Camden Belleview Station | | 2009 | | 888 | | | 270 | | [removed: 94.2] [added: 95.5] | | | [removed: 1,374] [added: 1,409] | | |

| Camden Caley | | 2000 | | 925 | | | 218 | | 96.0 | | | [removed: 1,328] [added: 1,402] | | |

| Camden Denver West | | 1997 | | 1,015 | | | 320 | | [removed: 95.3] [added: 95.1] | | | [removed: 1,566] [added: 1,627] | | |

| Camden Flatirons [removed: (3)] | | 2015 | | 960 | | | 424 | | [removed: 95.0] [added: 95.3] | | | [removed: 1,460] [added: 1,524] | | |

| Camden Highlands Ridge | | 1996 | | 1,149 | | | 342 | | [removed: 95.3] [added: 95.6] | | | [removed: 1,583] [added: 1,653] | | |

| Camden Interlocken | | 1999 | | 1,010 | | | 340 | | [removed: 95.8] [added: 96.1] | | | [removed: 1,470] [added: 1,517] | | |

| Camden Lakeway | | 1997 | | 932 | | | 451 | | [removed: 95.5] [added: 95.4] | | | [removed: 1,399] [added: 1,464] | | |

| Camden Ashburn Farm | | 2000 | | 1,062 | | | 162 | | [removed: 96.0] [added: 94.4] | | | [removed: 1,542] [added: 1,631] | | |

| Camden College Park | | 2008 | | 942 | | | 508 | | [removed: 93.0] [added: 95.2] | | | [removed: 1,524] [added: 1,554] | | |

| Camden Dulles Station | | 2009 | | 978 | | | 382 | | [removed: 96.3] [added: 96.9] | [added: %] | | [removed: 1,628] [added: $] | [added: 1,667] | |

| 2013-2017 | 21 |

| 2008-2012 | 31 |

| 2003-2007 | 28 |

| 1998-2002 | 40 |

| 1993-1997 | 26 |

| Prior to 1993 | 9 |

| Camden Lincoln Station (3) | | 2017 | | 844 | | | 267 | | 94.8 | | | 1,523 | | |

| Property and Location | | Year Placed in Service | | Average Apartment Size (Sq. Ft.) | | | Number of Apartments | | 2017 Average Occupancy (1) | | | 2017 Average Monthly Rental Rate per Apartment (2) | | |

| Camden NoMa II (4) | | 2017 | | 759 | | | 405 | | Lease-Up | | | 2,356 | | |

| Property and Location | | Year Placed in Service | | Average Apartment Size (Sq. Ft.) | | | Number of Apartments | | 2017 Average Occupancy (1) | | | 2017 Average Monthly Rental Rate per Apartment (2) | | |

| Camden Buckhead Square | | 2015 | | 827 | | | 250 | | 93.1 | | | 1,604 | | |

| Camden Gallery (3) | | 2017 | | 743 | | | 323 | | 96.4 | | | 1,396 | | |

| Property and Location | | Year Placed in Service | | Average Apartment Size (Sq. Ft.) | | | Number of Apartments | | 2017 Average Occupancy (1) | | | 2017 Average Monthly Rental Rate per Apartment (2) | | |

| Property and Location | | Year Placed in Service | | Average Apartment Size (Sq. Ft.) | | | Number of Apartments | | 2017 Average Occupancy (1) | | | 2017 Average Monthly Rental Rate per Apartment (2) | | |

| (6) | Occupancy is based on habitable units and excludes approximately 75 apartment homes during the period the apartment homes were being restored as a result of flooding from Hurricane Harvey. As of November 8, 2017, these apartment homes are now restored and began leasing. |

Our operating properties were constructed and placed in service as follows:

| | |

| --- | --- |

| 2012-2016 | 24 |

| 2007-2011 | 30 |

| 2002-2006 | 32 |

| 1997-2001 | 42 |

| 1992-1996 | 16 |

| Prior to 1991 | 8 |

| Camden Miramar (7) | | 1994-2014 | | 494 | | | 1,005 | | 73.7 | | | 1,112 | | |

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

| (7) | Miramar is a student housing project for Texas A&M University - Corpus Christi. Average occupancy includes summer months which are normally subject to high vacancies. |

The high and low closing prices per share of our common shares, as reported on the New York Stock Exchange [removed: composite tape] under the symbol “CPT,” and distributions per share declared for the quarters indicated are as follows:

In the first quarter of [removed: 2017,] [added: 2018,] the Company's Board of Trust Managers [removed: maintained the $0.75 quarterly] [added: declared a first quarter] dividend [removed: rate] [added: of $0.77] per common [removed: share.][added: share to our common shareholders of record as of March 30, 2018.]

Future dividend payments are paid at the discretion of the Board of Trust Managers and depend on cash flows generated from operations, the Company's financial condition and capital requirements, distribution requirements under the REIT provisions of the [removed: Internal Revenue] Code [removed: of 1986, as amended,] and other factors which may be deemed relevant by our Board of Trust Managers.

Assuming similar dividend distributions for the remainder of [removed: 2017,] [added: 2018,] our annualized dividend rate for [removed: 2017] [added: 2018] would be [removed: $3.00.][added: $3.08.]

[removed: ][added: ]

This graph assumes the investment of $100 on December 31, [removed: 2011] [added: 2012] and quarterly reinvestment of dividends, including the special dividend paid in September 2016.

(Source: [added: S&P Global Market Intelligence (formerly] SNL Financial [removed: LC)][added: LC))]

| Index | [removed: 2012 | | | |] 2013 | | | | 2014 | | | | 2015 | | | | 2016 | | | [added: | 2017 | | |]

As of February [removed: 7, 2017,] [added: 8, 2018,] there were approximately [removed: 413] [added: 387] shareholders of record and approximately [removed: 37,781] [added: 34,624] beneficial owners of our common shares.

In [removed: November 2014,] [added: May 2017,] we created an [removed: at-the-market] [added: at-the market ("ATM")] share offering program [removed: (the "ATM program")] through which we can, but have no obligation to, sell common shares having an aggregate offering price of up to [removed: $331.3 million,] [added: $315.3 million (the "2017 ATM program"),] in amounts and at times as we determine, into the existing trading market at current market prices as well as through negotiated transactions.

[removed: We intend to use the net] [added: The] proceeds from [removed: any future sales] [added: the sale of our common shares] under the [added: 2017] ATM program [added: are intended to be used] for general corporate purposes, which may include reducing future borrowings under our [added: $600 million] unsecured [removed: credit facility,] [added: line of credit,] the repayment of other indebtedness, the redemption or other repurchase of outstanding debt or equity securities, funding for [removed: development, redevelopment and investment projects] [added: development activities,] and financing for acquisitions.

As of the date of this filing, we had common shares having an aggregate offering price of up to [removed: $315.3] [added: $312.8] million remaining available for sale under the [added: 2017] ATM program.

No [added: additional] shares were sold [added: under the 2017 ATM program] subsequent to December 31, [removed: 2016] [added: 2017] through the date of this [removed: filing under the ATM program.][added: filing.]

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

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

| 2017 Quarters: | | | | | | | | | | | |

| First | $ | 85.28 | | | $ | 79.06 | | | $ | 0.75 | |

| Second | 89.08 | | | | 80.53 | | | | 0.75 | | |

| Third | 95.70 | | | | 84.19 | | | | 0.75 | | |

| Fourth | 94.92 | | | | 89.81 | | | | 0.75 | | |

| Camden Property Trust | $ | 86.72 | | | $ | 116.93 | | | $ | 126.20 | | | $ | 150.47 | | | $ | 170.49 | |

| FTSE NAREIT Equity | 102.47 | | | | 133.35 | | | | 137.61 | | | | 149.33 | | | | 157.14 | | |

| S&P 500 | 132.39 | | | | 150.51 | | | | 152.59 | | | | 170.84 | | | | 208.14 | | |

| Russell 2000 | 138.82 | | | | 145.62 | | | | 139.19 | | | | 168.85 | | | | 193.58 | | |

During the year ended December 31, 2017, we issued approximately 28.1 thousand common shares under the 2017 ATM program at our average price of $90.44 per share for a total net consideration of approximately $2.5 million.

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

Concurrently with the creation of the 2017 ATM program in May 2017 discussed above, we terminated the 2014 ATM program and rolled the $315.3 million remaining available for sale under the 2014 ATM program into the 2017 ATM program.

Upon its termination, no further common shares were available for sale under the 2014 ATM program.

There were no repurchases under this program for the years ended December 31, 2017, 2016, or 2015.

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

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

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

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

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

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

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

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

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

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.

The following table provides selected financial data relating to our historical financial condition and results of operations as of and for each of the years ended December 31, [removed: 2012] [added: 2013] through [removed: 2016.][added: 2017.]

| (in thousands, except per share amounts and property data) | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | |

| Total property revenues | $ | [removed: 876,447] [added: 900,896] | | | $ | [removed: 835,618] [added: 876,447] | | | $ | [removed: 790,263] [added: 835,618] | | | $ | [removed: 737,033] [added: 790,263] | | | $ | [removed: 648,041] [added: 737,033] | |

| Total property expenses | [removed: 311,355] [added: 328,742] | | | | [removed: 301,000] [added: 311,355] | | | | [removed: 285,700] [added: 301,000] | | | | [removed: 266,572] [added: 285,700] | | | | [removed: 237,715] [added: 266,572] | | |

| Total non-property income | [removed: 14,577] [added: 27,795] | | | | [removed: 7,332] [added: 14,577] | | | | [removed: 14,611] [added: 7,332] | | | | [removed: 21,197] [added: 14,611] | | | | [removed: 16,407] [added: 21,197] | | |

| Total other expenses | [removed: 425,190] [added: 447,595] | | | | [removed: 412,022] [added: 425,190] | | | | [removed: 399,314] [added: 412,022] | | | | [removed: 377,026] [added: 399,314] | | | | [removed: 355,672] [added: 377,026] | | |

| Income from continuing operations attributable to common shareholders | [removed: 436,981] [added: 196,422] | | | | [removed: 229,565] [added: 436,981] | | | | [removed: 273,892] [added: 229,565] | | | | [removed: 134,347] [added: 273,892] | | | | [removed: 140,136] [added: 134,347] | | |

| Net income attributable to common shareholders | [removed: 819,823] [added: 196,422] | | | | [removed: 249,315] [added: 819,823] | | | | [removed: 292,089] [added: 249,315] | | | | [removed: 336,364] [added: 292,089] | | | | [removed: 283,390] [added: 336,364] | | |

| Basic | $ | [removed: 4.81] [added: 2.14] | | | $ | [removed: 2.55] [added: 4.81] | | | $ | [removed: 3.08] [added: 2.55] | | | $ | [removed: 1.50] [added: 3.08] | | | $ | [removed: 1.64] [added: 1.50] | |

| Diluted | [removed: 4.79] [added: 2.13] | | | | [removed: 2.54] [added: 4.79] | | | | [removed: 3.06] [added: 2.54] | | | | [removed: 1.50] [added: 3.06] | | | | [removed: 1.63] [added: 1.50] | | |

| Basic | $ | [removed: 9.08] [added: 2.14] | | | $ | [removed: 2.77] [added: 9.08] | | | $ | [removed: 3.29] [added: 2.77] | | | $ | [removed: 3.82] [added: 3.29] | | | $ | [removed: 3.35] [added: 3.82] | |

| Diluted | [removed: 9.05] [added: 2.13] | | | | [removed: 2.76] [added: 9.05] | | | | [removed: 3.27] [added: 2.76] | | | | [removed: 3.78] [added: 3.27] | | | | [removed: 3.32] [added: 3.78] | | |

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

| Special dividend per common share (b) | $ | [removed: 4.25] [added: —] | | | $ | [removed: —] [added: 4.25] | | | $ | — | | | $ | — | | | $ | — | |

| Total real estate assets, at cost (c) | $ | [removed: 7,376,690] [added: 7,667,743] | | | $ | [removed: 7,387,597] [added: 7,376,690] | | | $ | [removed: 7,025,376] [added: 7,387,597] | | | $ | [removed: 6,655,139] [added: 7,025,376] | | | $ | [removed: 6,262,645] [added: 6,655,139] | |

| Total assets | [removed: 6,028,152] [added: 6,173,748] | | | | [removed: 6,037,612] [added: 6,028,152] | | | | [removed: 6,043,981] [added: 6,037,612] | | | | [removed: 5,619,354] [added: 6,043,981] | | | | [removed: 5,372,666] [added: 5,619,354] | | |

| Notes payable | [removed: 2,480,588] [added: 2,204,598] | | | | [removed: 2,724,687] [added: 2,480,588] | | | | [removed: 2,730,613] [added: 2,724,687] | | | | [removed: 2,517,979] [added: 2,730,613] | | | | [removed: 2,497,962] [added: 2,517,979] | | |

| Non-qualified deferred compensation share awards | [removed: 77,037] [added: 77,230] | | | | [removed: 79,364] [added: 77,037] | | | | [removed: 68,134] [added: 79,364] | | | | [removed: 47,180] [added: 68,134] | | | | [removed: —] [added: 47,180] | | |

| Equity | [removed: 3,095,553] [added: 3,484,714] | | | | [removed: 2,892,896] [added: 3,095,553] | | | | [removed: 2,888,409] [added: 2,892,896] | | | | [removed: 2,760,181] [added: 2,888,409] | | | | [removed: 2,626,708] [added: 2,760,181] | | |

| Operating activities | $ | [removed: 443,063] [added: 434,656] | | | $ | [removed: 423,238] [added: 443,063] | | | $ | [removed: 418,528] [added: 423,238] | | | $ | [removed: 404,291] [added: 418,528] | | | $ | [removed: 324,267] [added: 404,291] | |

| Investing activities [removed: (d)] | [removed: 690,412] [added: (189,754] | | [added: )] | | [removed: (293,235] [added: 690,412] | | [removed: )] | | [removed: (326,587] [added: (293,235] | | ) | | [removed: (258,377] [added: (326,587] | | ) | | [removed: (526,770] [added: (258,377] | | ) |

| Financing activities | [added: (112,923 | | ) | |] (904,237 | | ) | | (273,231 | | ) | | 43,482 | | | | (154,181 | | ) | [removed: | 174,928 | | |]

| Funds from operations – diluted [removed: (e)] [added: (d)] | [removed: 425,464] [added: 424,072] | | | | [removed: 414,497] [added: 425,464] | | | | [removed: 378,043] [added: 414,497] | | | | [removed: 368,321] [added: 378,043] | | | | [removed: 313,337] [added: 368,321] | | |

| Adjusted funds from operations – diluted [removed: (e)] [added: (d)] | [removed: 366,380] [added: 359,314] | | | | [removed: 350,328] [added: 366,380] | | | | [removed: 318,189] [added: 350,328] | | | | [removed: 301,291] [added: 318,189] | | | | [removed: 250,292] [added: 301,291] | | |

| Number of operating properties (at the end of year) [removed: (f)] [added: (e)] | [removed: 152] [added: 155] | | | | [removed: 172] [added: 152] | | | | [removed: 168] [added: 172] | | | | [removed: 170] [added: 168] | | | | [removed: 193] [added: 170] | | |

| Number of operating apartment homes (at end of year) [removed: (f)] [added: (e)] | [removed: 52,793] [added: 53,033] | | | | [removed: 59,792] [added: 52,793] | | | | [removed: 58,948] [added: 59,792] | | | | [removed: 59,899] [added: 58,948] | | | | [removed: 65,775] [added: 59,899] | | |

| Number of operating apartment homes (weighted average) [added: (e)] (f) [removed: (g)] | [removed: 46,934] [added: 46,210] | | | | [removed: 47,088] [added: 46,934] | | | | [removed: 47,915] [added: 47,088] | | | | [removed: 46,841] [added: 47,915] | | | | [removed: 43,337] [added: 46,841] | | |

| Weighted average monthly total property revenue per apartment home (a) | $ | [removed: 1,556] [added: 1,625] | | | $ | [removed: 1,479] [added: 1,556] | | | $ | [removed: 1,374] [added: 1,479] | | | $ | [removed: 1,311] [added: 1,374] | | | $ | [removed: 1,246] [added: 1,311] | |

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

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

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

| [removed: (f)] [added: (e)] | Includes operating properties held for sale and discontinued operating properties held for sale for all periods presented. |

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

| | |

| --- | --- |

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

Management assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2016.][added: 2017.]

Based on our assessment, management concluded our internal control over financial reporting is effective as of December 31, [removed: 2016.][added: 2017.]

To the Board of Trust Managers and Shareholders of [added: Camden Property Trust]

[added: |] Houston, Texas [added: |]

We have audited the internal control over financial reporting of Camden Property Trust and subsidiaries (the “Company”) as of December 31, [removed: 2016,] [added: 2017,] based on criteria established in Internal Control [removed: —] [added: -] Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway [removed: Commission.][added: Commission (COSO).]

We conducted our audit in accordance with the standards of the [removed: Public Company Accounting Oversight Board (United States).][added: PCAOB.]

A [removed: company's] [added: company’s] internal control over financial reporting is a process designed [removed: by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of trust managers, management, and other personnel] to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and [removed: the board of trust managers] [added: directors] of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the [removed: company's] [added: company’s] assets that could have a material effect on the financial statements.

Also, projections of any evaluation of [removed: the] effectiveness [removed: of the internal control over financial reporting] to future periods are subject to the risk that [removed: the] controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2016,] [added: 2017,] based on [removed: the] criteria established in Internal Control [removed: —] [added: -] Integrated Framework (2013) issued by [removed: the Committee of Sponsoring Organizations of the Treadway Commission.][added: COSO.]

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United [removed: States),] [added: States) (PCAOB),] the [removed: consolidated] financial statements [removed: and financial statement schedules] as of and for the year ended December 31, [removed: 2016] [added: 2017,] of the Company and our report dated February [removed: 13, 2017] [added: 16, 2018,] expressed an unqualified opinion on those financial [removed: statements and financial statement schedules.][added: statements.]

[added: |] /s/ DELOITTE & TOUCHE LLP [added: |]

February 16, 2018

Opinion on Internal Control over Financial Reporting

Basis for Opinion

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

Definition and Limitations of Internal Control over Financial Reporting

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

| |

| --- |

| |

| |

| February 16, 2018 |

February 13, 2017

Camden Property Trust

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis.

Information with respect to this Item 10 is incorporated by reference from our Proxy Statement, which we expect to file on or about March [removed: 24, 2017] [added: 23, 2018] in connection with the Annual Meeting of Shareholders to be held on or about May [removed: 12, 2017.][added: 17, 2018.]

Information with respect to this Item 11 is incorporated by reference from our Proxy Statement, which we expect to file on or about March [removed: 24, 2017] [added: 23, 2018] in connection with the Annual Meeting of Shareholders to be held on or about May [removed: 12, 2017.][added: 17, 2018.]

Information with respect to this Item 12 is incorporated by reference from our Proxy Statement, which we expect to file on or about March [removed: 24, 2017] [added: 23, 2018] in connection with the Annual Meeting of Shareholders to be held on or about May [removed: 12, 2017] [added: 17, 2018] to the extent not set forth below.

The following table gives information about the equity compensation plans as of December 31, [removed: 2016.][added: 2017.]

| Equity compensation plans approved by security holders | [removed: 105,066] [added: 68,978] | | | $ | [removed: 48.27] [added: 61.15] | | | [removed: 1,057,960] [added: 827,928] | |

At December 31, [removed: 2016,] [added: 2017,] approximately [removed: 3.6] [added: 2.9] million fungible units were available under the 2011 Share Plan, which results in approximately [removed: 1.1] [added: 0.8] 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.

| Total | 68,978 | | | $ | 61.15 | | | 827,928 | |

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

Information with respect to this Item 13 is incorporated herein by reference from our Proxy Statement, which we expect to file on or about March [removed: 24, 2017] [added: 23, 2018] in connection with the Annual Meeting of Shareholders to be held on or about May [removed: 12, 2017.][added: 17, 2018.]

Information with respect to this Item 14 is incorporated herein by reference from our Proxy Statement, which we expect to file on or about March [removed: 24, 2017] [added: 23, 2018] in connection with the Annual Meeting of Shareholders to be held on or about May [removed: 12, 2017.][added: 17, 2018.]

| [Report of Independent Registered Public Accounting [removed: Firm](#s3E66F888885C56A488AF49C7D3A5A351)] [added: Firm](#s72D0660D3D4A5190A68997AE5D09A64F)] | [removed: [F-1](#s3E66F888885C56A488AF49C7D3A5A351)] [added: [F-1](#s72D0660D3D4A5190A68997AE5D09A64F)] |

| [Consolidated Balance Sheets as of December 31, [removed: 2016] [added: 2017] and [removed: 2015](#sA215B9C172625CE5A65BAD7FE2258C8F)] [added: 2016](#sAF44ACFA8F8656E3A30BAFDD529A859F)] | [removed: [F-2](#sA215B9C172625CE5A65BAD7FE2258C8F)] [added: [F-2](#sAF44ACFA8F8656E3A30BAFDD529A859F)] |

| [Consolidated Statements of Income and Comprehensive Income for the Years Ended December 31, [added: 2017,] 2016, [removed: 2015, 2014](#s09206CDF3FEE51FEB51357CCD2CADAFF)] [added: and 2015](#s3D9D77C4244A560A8EB4B23266C5603A)] | [removed: [F-3](#s09206CDF3FEE51FEB51357CCD2CADAFF)] [added: [F-3](#s3D9D77C4244A560A8EB4B23266C5603A)] |

| [Consolidated Statements of Equity for the Years Ended December 31, [added: 2017,] 2016, [removed: 2015,] and [removed: 2014](#sE70104DBCCB45A32BDE70197CF50C8E8)] [added: 2015](#sB6C2220C8FE55FB78003D5E49383B1DA)] | [removed: [F-5](#sE70104DBCCB45A32BDE70197CF50C8E8)] [added: [F-5](#sB6C2220C8FE55FB78003D5E49383B1DA)] |

| [Consolidated Statements of Cash Flows for the Years Ended December 31, [added: 2017,] 2016, [removed: 2015,] and [removed: 2014](#s69B6AC628D6A5061A0B809788BD074D5)] [added: 2015](#sC82E8EB8F80B5186BABD3659CA675B84)] | [removed: [F-7](#s69B6AC628D6A5061A0B809788BD074D5)] [added: [F-7](#sC82E8EB8F80B5186BABD3659CA675B84)] |

| [Notes to Consolidated Financial [removed: Statements](#s6090866694535EDA832C00CECB1599E4)] [added: Statements](#s06C5C8B687B05C0394D41762E9B76B59)] | [removed: [F-9](#s6090866694535EDA832C00CECB1599E4)] [added: [F-9](#s06C5C8B687B05C0394D41762E9B76B59)] |

| [Schedule III – Real Estate and Accumulated [removed: Depreciation](#sBAEFB9060DA254A592CA19349C1A7448)] [added: Depreciation](#s63C5D5B5CF6D56979D5D26F399DEC8A7)] | [removed: [S-1](#sBAEFB9060DA254A592CA19349C1A7448)] [added: [S-1](#s63C5D5B5CF6D56979D5D26F399DEC8A7)] |

| [Schedule IV – Mortgage Loans on Real [removed: Estate](#s07BD34FCEEFD53F68D4390381563B15C)] [added: Estate](#sBCBD4AE95C65578B8A6A4D8EEF8864F6)] | [removed: [S-3](#s07BD34FCEEFD53F68D4390381563B15C)] [added: [S-3](#sBCBD4AE95C65578B8A6A4D8EEF8864F6)] |

| 3.1 | | Amended and Restated Declaration of Trust of Camden Property Trust [added: (2)] | | Exhibit 3.1 to Form 10-K for the year ended December 31, 1993 [added: - Rule 311-P] |

| [removed: 3.2] [added: [3.2](http://www.sec.gov/Archives/edgar/data/906345/0000950129-97-003350.txt)] | | Amendment to the Amended and Restated Declaration of Trust of Camden Property Trust | | Exhibit 3.1 to Form 10-Q for the quarter ended June 30, 1997 |

| [removed: 3.3] [added: [3.3](http://www.sec.gov/Archives/edgar/data/906345/000090634512000009/exhibit31.htm)] | | Amendment to the Amended and Restated Declaration of Trust of Camden Property Trust | | Exhibit 3.1 to Form 8-K filed on May 14, 2012 |

| [removed: 3.4] [added: [3.4](http://www.sec.gov/Archives/edgar/data/906345/000090634513000007/exhibit991.htm)] | | Third Amended and Restated Bylaws of Camden Property Trust | | Exhibit 99.1 to Form 8-K filed on March 11, 2013 |

| 4.1 | | Specimen certificate for Common Shares of Beneficial Interest [added: (2)] | | Form S-11 filed on September 15, 1993 (Registration No. 33-68736) [added: - Rule 311-P] |

| [removed: 4.2] [added: [4.2](http://www.sec.gov/Archives/edgar/data/906345/000095013403002186/d03095exv4w1.txt)] | | Indenture 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 Trustee | | Exhibit 4.1 to Form S-3 filed on February 12, 2003 (Registration No. 333-103119) |

| [removed: 4.3] [added: [4.3](http://www.sec.gov/Archives/edgar/data/906345/000095013407010459/d46395exv4w2.htm)] | | First Supplemental Indenture dated as of May 4, 2007 between the Company and U.S. Bank National Association, as successor to SunTrust Bank, as Trustee | | Exhibit 4.2 to Form 8-K filed on May 7, 2007 |

| [removed: 4.4] [added: [4.4](http://www.sec.gov/Archives/edgar/data/906345/000095012311056349/d82770exv4w3.htm)] | | Second Supplemental Indenture dated as of June 3, 2011 between the Company and U.S. Bank National Association, as successor to SunTrust Bank, as Trustee | | Exhibit 4.3 to Form 8-K filed on June 3, 2011 |

| [removed: 4.5] [added: [4.5](http://www.sec.gov/Archives/edgar/data/906345/000095013404018130/d20386sv4.htm)] | | Registration Rights Agreement dated as of February 28, 2005 between Camden Property Trust and the holders named therein | | Form S-4 filed on November 24, 2004 (Registration No. 333-120733) |

| [removed: 4.6] [added: [4.6](http://www.sec.gov/Archives/edgar/data/906345/000095013407010459/d46395exv4w3.htm)] | | Form of Camden Property Trust 5.700% Note due 2017 | | Exhibit 4.3 to Form 8-K filed on May 7, 2007 |

| [removed: 4.7] [added: [4.7](http://www.sec.gov/Archives/edgar/data/906345/000095012311056349/d82770exv4w4.htm)] | | Form of Camden Property Trust 4.625% Note due 2021 | | Exhibit 4.4 to Form 8-K filed on [removed: May 31,] [added: June 3,] 2011 |

| [removed: 4.8] [added: [4.8](http://www.sec.gov/Archives/edgar/data/906345/000119312512495135/d450447dex44.htm)] | | Form of Camden Property Trust 2.95% Note due 2022 | | Exhibit 4.4 to Form 8-K filed on December 7, 2012 |

| [removed: 4.9] [added: [4.9](http://www.sec.gov/Archives/edgar/data/906345/000095012311056349/d82770exv4w5.htm)] | | Form of Camden Property Trust 4.875% Note due 2023 | | Exhibit 4.5 to Form 8-K filed on [removed: May 31,] [added: June 3,] 2011 |

| [removed: 4.10] [added: [4.10](http://www.sec.gov/Archives/edgar/data/906345/000119312513458752/d637796dex41.htm)] | | Form of Camden Property Trust 4.250% Notes due 2024 | | Exhibit 4.1 to Form 8-K filed on December 2, 2013 |

| [removed: 4.11] [added: [4.11](http://www.sec.gov/Archives/edgar/data/906345/000090634514000020/exhibit41.htm)] | | Form of Camden Property Trust 3.50% Notes due 2024 | | Exhibit 4.1 to Form 8-K filed on September 12, 2014 |

| 10.1 | | Form of Indemnification Agreement between Camden Property Trust and certain of its trust managers and executive officers [added: (2)] | | Form S-11 filed on July 9, 1993 (Registration No. 33-63588) [added: - Rule 311-P] |

| [removed: 10.2] [added: [10.2](http://www.sec.gov/Archives/edgar/data/906345/000090634503000082/exh10_1-2qtr03.htm)] | | Second Amended and Restated Employment Agreement dated July 11, 2003 between Camden Property Trust and Richard J. Campo | | Exhibit 10.1 to Form 10-Q for the quarter ended June 30, 2003 |

| [removed: 10.3] [added: [10.3](http://www.sec.gov/Archives/edgar/data/906345/000090634503000082/exh10_2-2qtr03.htm)] | | Second Amended and Restated Employment Agreement dated July 11, 2003 between Camden Property Trust and D. Keith Oden | | Exhibit 10.2 to Form 10-Q for the quarter ended June 30, 2003 |

| [removed: 10.4] [added: [10.4](http://www.sec.gov/Archives/edgar/data/906345/000136231007003207/c71698exv99w1.htm)] | | Form 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 Oden | | Exhibit 99.1 to Form 8-K filed on November 30, 2007 |

| [removed: 10.5] [added: [10.5](http://www.sec.gov/Archives/edgar/data/906345/000095013408005002/d55020exv99w1.htm)] | | Second Amendment to Second Amended and Restated Employment Agreement, dated as of March 14, 2008, between Camden Property Trust and D. Keith Oden | | Exhibit 99.1 to Form 8-K filed on March 18, 2008 |

| [removed: 10.6] [added: [10.6](http://www.sec.gov/Archives/edgar/data/906345/0000906345-97-000050.txt)] | | Form of Employment Agreement by and between Camden Property Trust and certain senior executive officers | | Exhibit 10.13 to Form 10-K for the year ended December 31, 1996 |

| [removed: 10.7] [added: [10.7](http://www.sec.gov/Archives/edgar/data/906345/000136231008006595/c76715exv99w1.htm)] | | Second Amended and Restated Employment Agreement, dated November 3, 2008, between Camden Property Trust and H. Malcolm Stewart | | Exhibit 99.1 to Form 8-K filed on November 4, 2008 |

| [removed: 10.8] [added: [10.8](http://www.sec.gov/Archives/edgar/data/906345/000136231007003207/c71698exv99w5.htm)] | | Second Amended and Restated Camden Property Trust Key Employee Share Option Plan (KEYSOP™), effective as of January 1, 2008 | | Exhibit 99.5 to Form 8-K filed on November 30, 2007 |

| [removed: 10.9] [added: [10.9](http://www.sec.gov/Archives/edgar/data/906345/000136231008007970/c78096exv99w1.htm)] | | Amendment No. 1 to Second Amended and Restated Camden Property Trust Key Employee Share Option Plan, effective as of January 1, 2008 | | Exhibit 99.1 to Form 8-K filed on December 8, 2008 |

| [removed: 10.10] [added: [10.10](http://www.sec.gov/Archives/edgar/data/906345/000090634504000036/cpt03exh_10.htm)] | | Form of Amended and Restated Master Exchange Agreement between Camden Property Trust and certain key employees | | Exhibit 10.7 to Form 10-K for the year ended December 31, 2003 |

| [removed: 10.11] [added: [10.11](http://www.sec.gov/Archives/edgar/data/906345/000090634504000036/cpt03exh_10.htm)] | | Form of Amended and Restated Master Exchange Agreement between Camden Property Trust and certain trust managers | | Exhibit 10.8 to Form 10-K for the year ended December 31, 2003 |

| [removed: 10.12] [added: [10.12](http://www.sec.gov/Archives/edgar/data/906345/000090634504000036/cpt03exh_10.htm)] | | Form of Amended and Restated Master Exchange Agreement between Camden Property Trust and certain key employees | | Exhibit 10.9 to Form 10-K for the year ended December 31, 2003 |

| [removed: 10.13] [added: [10.13](http://www.sec.gov/Archives/edgar/data/906345/000090634504000036/cpt03exh_10.htm)] | | Form of Master Exchange Agreement between Camden Property Trust and certain trust managers | | Exhibit 10.10 to Form 10-K for the year ended December 31, 2003 |

| [removed: 10.14] [added: [10.14](http://www.sec.gov/Archives/edgar/data/906345/000095012310070420/c03726exv10w1.htm)] | | Form of Amendment No. 1 to Amended and Restated Master Exchange Agreement (Trust Managers) effective November 27, 2007 | | Exhibit 10.1 to Form 10-Q filed on July 30, 2010 |

| [removed: 10.15] [added: [10.15](http://www.sec.gov/Archives/edgar/data/906345/000095012310070420/c03726exv10w2.htm)] | | Form of Amendment No. 1 to Amended and Restated Master Exchange Agreement (Key Employees) effective November 27, 2007 | | Exhibit 10.2 to Form 10-Q filed on July 30, 2010 |

| [removed: 10.16] [added: [10.16](http://www.sec.gov/Archives/edgar/data/906345/0000890566-97-000333.txt)] | | Form 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) |

| [removed: 10.17] [added: [10.17](http://www.sec.gov/Archives/edgar/data/906345/0000906345-99-000009.txt)] | | First Amendment to Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P., dated as of February 23, 1999 | | Exhibit 99.2 to Form 8-K filed on March 10, 1999 |

| (2) | Pursuant to SEC Release No. 33-10322 and Rule 311 of Regulation S-T, this exhibit was filed in paper before the mandated electronic filing. |

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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, 2017 | | | | CAMDEN 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.

| Name | | Title | | Date |

| /s/ Richard J. Campo | | Chairman of the Board of Trust | | February 13, 2017 |

| Richard J. Campo | | Managers and Chief Executive Officer (Principal Executive Officer) | | |

| /s/ D. Keith Oden | | President and Trust Manager | | February 13, 2017 |

| D. Keith Oden | | | | |

| /s/ Alexander J. Jessett | | Executive Vice President - Finance, | | February 13, 2017 |

| Alexander J. Jessett | | Chief Financial Officer and Treasurer (Principal Financial Officer) | | |

| /s/ Michael P. Gallagher | | Senior Vice President - Chief Accounting | | February 13, 2017 |

| Michael P. Gallagher | | Officer (Principal Accounting Officer) | | |

| * | | | | |

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

| Scott S. Ingraham | | Trust Manager | | February 13, 2017 |

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

| Lewis A. Levey | | Trust Manager | | February 13, 2017 |

| William B. McGuire, Jr. | | Trust Manager | | February 13, 2017 |

| F. Gardner Parker | | Trust Manager | | February 13, 2017 |

| William F. Paulsen | | Trust Manager | | February 13, 2017 |

| Frances Aldrich Sevilla-Sacasa | | Trust Manager | | February 13, 2017 |

| Steven A. Webster | | Trust Manager | | February 13, 2017 |

| Kelvin R. Westbrook | | Trust Manager | | February 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.

None.

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.

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| February 16, 2018 | | | | CAMDEN 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.

| | | | | |

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

| | | | | |

| Name | | Title | | Date |

| | | | | |

| /s/ Richard J. Campo | | Chairman of the Board of Trust | | February 16, 2018 |

| Richard J. Campo | | Managers and Chief Executive Officer (Principal Executive Officer) | | |

| | | | | |

| /s/ D. Keith Oden | | President and Trust Manager | | February 16, 2018 |

| D. Keith Oden | | | | |

| | | | | |

| /s/ Alexander J. Jessett | | Executive Vice President - Finance, | | February 16, 2018 |

| Alexander J. Jessett | | Chief Financial Officer and Treasurer (Principal Financial Officer) | | |

| | | | | |

| /s/ Michael P. Gallagher | | Senior Vice President - Chief Accounting | | February 16, 2018 |

| Michael P. Gallagher | | Officer (Principal Accounting Officer) | | |

| | | | | |

| * | | | | |

| Heather J. Brunner | | Trust Manager | | February 16, 2018 |

| | | | | |

| * | | | | |

| Scott S. Ingraham | | Trust Manager | | February 16, 2018 |

| | | | | |

| * | | | | |

| Renu Khator | | Trust Manager | | February 16, 2018 |

| | | | | |

| * | | | | |

| William B. McGuire, Jr. | | Trust Manager | | February 16, 2018 |