Camden Property Trust (CPT) 10-K risk factor changes: FY2018 vs FY2017

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

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

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

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

In [removed: 2018,] [added: 2019,] we expect to incur costs between approximately [removed: $140] [added: $205] million and [removed: $160] [added: $225] million related to the construction of [removed: seven] [added: six] consolidated projects.

Additionally, during [removed: 2018,] [added: 2019,] we expect to incur costs between approximately [removed: $45] [added: $95] million and [removed: $55] [added: $105] million related to the start of new development activities, between approximately [removed: $37] [added: $46] million and [removed: $41] [added: $50] million related to repositions and revenue enhancing expenditures of existing properties and between approximately [removed: $28] [added: $25] million and [removed: $32] [added: $33] million in extensive redevelopment expenditures of existing properties.

Investments through joint ventures and [removed: discretionary] [added: investment] funds involve risks not present in investments in which we are the sole investor.

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

We expect other real estate [removed: investors, including insurance companies, pension and investment funds, private investors, and other multifamily REITs,] [added: investors] will compete with us to acquire additional operating properties.

| • | we would be subject to federal income tax on our taxable income at regular corporate rates including, for taxable years ended before January 1, [removed: 2018,] [added: 2019,] any applicable alternative minimum tax; |

[removed: In addition, tax] [added: Tax] laws remain under constant review by persons involved in the legislative process, at the Internal Revenue Service and the U.S. Department of Treasury, and by various state and local tax [removed: authorities.][added: authorities, as evidenced by the 2017 Jobs Act signed into law]

[removed: Changes to] [added: Future changes in] tax laws, [removed: regulations, or] [added: including to the] administrative [removed: interpretations, which may be applied retroactively] [added: interpretations thereof or to the enacted tax rates, or new pronouncements relating to accounting for income taxes,] could adversely affect us in a number of [removed: additional] ways, including making it more difficult or more costly for us to qualify as a [removed: REIT or decreasing real estate values generally.][added: REIT.]

As [removed: a publicly-traded] [added: an] owner, manager 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.

We use technology in substantially all aspects of our business [removed: operations.][added: operations, including internet and cloud-based systems and applications.]

As of December 31, [removed: 2017,] [added: 2018,] we had outstanding debt of approximately [removed: $2.2] [added: $2.3] billion.

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

Our unsecured credit [removed: facilities] [added: facilities, unsecured term loan,] and fair value of derivative instruments are indexed to the London Interbank Offered Rate ("LIBOR").

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

Moody’s, Fitch, and Standard & Poor's, the major debt rating agencies, routinely evaluate our debt and have given us ratings of A3 with stable outlook, A- with stable outlook, and BBB+ with [removed: stable] [added: positive] outlook, respectively, on our senior unsecured [removed: debt.][added: debt as of December 31, 2018.]

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

We account for three investment funds (collectively, the "Funds") utilizing the equity method of accounting.

As of December 31, 2018, we had two discretionary investment funds and in March 2015, we completed the formation of a third fund with an unaffiliated third party and it did not own any properties in 2018, 2017, or 2016.

in December 2017.

We are in the process of implementing a new enterprise resource planning system and problems with the design or implementation of this system could interfere with our business and operations.

We are engaged in a multi-year implementation of a cloud-based enterprise resource planning (ERP) system which is planned to be deployed in phases beginning in 2019.

The new ERP system will replace multiple current business systems and is being designed to improve processes across the Company.

The new ERP system will maintain books and records, record transactions and provide important information of the operations of our business to our management.

The implementation of the new ERP system has required, and will continue to require, the investment of significant personnel and financial resources.

While we have invested, and will continue to invest, significant resources in planning and project management, implementation issues may arise during the course of implementation, and it is possible we may experience delays, increased costs and other difficulties not presently contemplated.

Any disruptions, delays or deficiencies in the design and implementation of the new ERP system could have a materially adverse affect on our financial condition and results of operations.

Central banks around the world, including the Federal Reserve, have commissioned working groups of market participants and official sector representatives with the goal of finding suitable replacements for LIBOR based on observable market transactions.

It is expected a transition away from the widespread use of LIBOR to alternative rates will occur over the course of the next few years.

The U.K. Financial Conduct Authority (FCA), which regulates LIBOR, has announced it has commitments from panel banks to continue to contribute to LIBOR through the end of 2021, but it will not use its powers to compel contributions beyond such date.

Accordingly, there is considerable uncertainty regarding the publication of such rates beyond 2021.

The Federal Reserve Bank of New York and various other authorities have commenced the publication of reforms and actions relating to alternatives to U.S. dollar LIBOR.

Although the full impact of such reforms and actions, together with any transition away from LIBOR, including the potential or actual discontinuance of LIBOR publication, remains unclear, these changes may have a material adverse impact on the availability of financing, including LIBOR-based loans, and on our financing costs.

In February 2019, Standard and Poor's upgraded our senior unsecured debt rating to A- with stable outlook.

borrowings.

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

The law includes significant changes to the U.S. corporate income tax 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.

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.

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

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

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

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.

As defined for federal

| • | Investments through joint ventures and [removed: discretionary] [added: investment] funds involve risks not present in investments in which we are the sole investor; |

As of December 31, [removed: 2017,] [added: 2018,] we owned interests in, operated, or were developing [removed: 162] [added: 167] multifamily properties comprised of [removed: 55,143] [added: 56,858] apartment homes across the United States as detailed in the following Property Portfolio table.

Our results for the year ended December 31, [removed: 2017] [added: 2018] reflect an increase in same store revenues of [removed: 2.9%] [added: 3.2%] as compared to [removed: 2016.][added: 2017.]

These increases were due to higher average rental [removed: rates and increased other property income,] [added: rates,] which we believe was primarily attributable to improving 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 continued low level of homeownership [removed: rates, all of which have resulted in higher rental] rates.

We [removed: also] believe the continued low levels of homeownership rates are mainly attributable to difficulties in obtaining mortgage loans as well as changing demographic [removed: trends,] [added: trends which demonstrate certain generations having a higher propensity to rent,] both of which promote apartment rentals.

We also believe U.S. economic and employment growth [removed: is] [added: are] likely to continue during [removed: 2018] [added: 2019] and the supply of new multifamily homes will likely remain at manageable levels.

At December 31, [removed: 2017,] [added: 2018,] we had [removed: seven] [added: six] projects under construction comprised of [removed: 2,110] [added: 1,698] apartment homes, with stabilization expected to be completed within the next [removed: 39] [added: 42] months.

As of December 31, [removed: 2017,] [added: 2018,] we estimate the additional cost to complete the construction of the [removed: seven] [added: six] projects to be approximately [removed: $282.3] [added: $335.2] million.

[added: | • |] In January 2018, we acquired one operating property comprised of 358 apartment homes located in St. [removed: Petersburg] [added: Petersburg, Florida,] for approximately $126.9 million. [added: |]

[added: | • |] In February 2018, we acquired one operating property comprised of 333 apartment homes located in Orlando, [removed: Florida] [added: Florida,] for approximately $81.4 million. [added: |]

[removed: We incurred approximately $3.9 million in expenses at] [added: In 2017, certain of] our wholly-owned multifamily communities [added: were] impacted by [removed: these hurricanes which is recorded in property operating] [added: Hurricanes Harvey] and [removed: maintenance expenses, with no insurance recoveries anticipated.][added: Irma and we incurred approximately $3.9 million of expenses.]

[added: |] Other [added: | | (0.1 | | ) | | — | | |]

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

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

As of December 31, [removed: 2017,] [added: 2018,] we had approximately [removed: $368.5] [added: $34.4] million in cash and cash equivalents, [removed: $586.6 million available under our $600.0 million unsecured credit facility] and [removed: $45.0] [added: $634.9] million available under our [removed: $45.0] [added: $645.0] million unsecured [removed: short-term borrowing facility.][added: credit facilities.]

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 our 2017 ATM program.

We believe scheduled payments of debt in [removed: 2018] [added: 2019] are manageable at [removed: approximately $173.7 million] [added: $437.3 million,] which represents approximately [removed: 7.9%] [added: 18.8%] of our total outstanding debt, and includes [added: the] amortization of debt discounts and debt issuance costs, net of scheduled principal payments of approximately [removed: $1.3] [added: $1.8] million.

| | December 31, [removed: 2017] [added: 2018] | | | | | | December 31, [removed: 2016] [added: 2017] | | | | |

| Houston, Texas | [removed: 8,434] [added: 8,749] | | | [removed: 24] [added: 25] | | | 8,434 | | | 24 | |

| Washington, D.C. Metro | [removed: 6,040] [added: 6,862] | | | [removed: 17] [added: 19] | | | [removed: 5,635] [added: 6,040] | | | [removed: 16] [added: 17] | |

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

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

| Orlando, Florida | [removed: 2,962] [added: 3,594] | | | [removed: 8] [added: 10] | | | 2,962 | | | 8 | |

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

| Tampa, Florida | [removed: 2,378] [added: 2,736] | | | [removed: 6] [added: 7] | | | 2,378 | | | 6 | |

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

| Total Operating Properties | [removed: 53,033] [added: 55,160] | | | [removed: 155] [added: 161] | | | [removed: 52,793] [added: 53,033] | | | [removed: 152] [added: 155] | |

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

| Houston, Texas | [removed: 586] [added: 271] | | | [removed: 2] [added: 1] | | | [removed: 315] [added: 586] | | | [removed: 1] [added: 2] | |

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

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

| Total Properties Under Construction | [removed: 2,110] [added: 1,698] | | | [removed: 7] [added: 6] | | | [removed: 2,573] [added: 2,110] | | | 7 | |

| Total Properties | [removed: 55,143] [added: 56,858] | | | [removed: 162] [added: 167] | | | [removed: 55,366] [added: 55,143] | | | [removed: 159] [added: 162] | |

| Total Properties Fully Consolidated | [removed: 47,860] [added: 49,575] | | | [removed: 140] [added: 145] | | | [removed: 48,083] [added: 47,860] | | | [removed: 137] [added: 140] | |

| (1) | Refer to Note [removed: 8,] [added: 9,] "Investments in Joint Ventures," in the notes to Consolidated Financial Statements for further discussion of our joint venture investments. |

[removed: Disposition of] [added: |] Consolidated Operating Property [added: | | | | | | |]

During the year ended December 31, [removed: 2017,] [added: 2018,] stabilization was achieved at [removed: four] [added: one] consolidated operating [removed: properties] [added: property] as follows:

| Camden [removed: Lincoln] [added: McGowen] Station | | | | | | | [added: | | | | | | |]

| Consolidated total | [removed: 1,300] [added: 1,137] | | | [added: $] | [added: 291.6] | | [added: | | | | | | |]

| • | We are in the process of implementing a new enterprise resource planning system and problems with the design or implementation of this system could interfere with our business and operations; |

Operating properties: During the year ended December 31, 2018 we acquired the following operating properties:

| • | In September 2018, we acquired one operating property comprised of 299 apartment homes located in Orlando, Florida, for approximately $89.8 million. |

Land: In April 2018, we acquired approximately 1.8 acres of land in Orlando, Florida for approximately $11.4 million for the future development of a community with 360 wholly-owned apartment homes which started construction during the quarter ended June 30, 2018.

Land.

In September 2018, we sold approximately 14.1 acres of land adjacent to two development properties in Phoenix, Arizona for approximately $11.5 million.

| Atlanta, Georgia | 365 | | | 1 | | | — | | | — | |

| Orlando, Florida | 360 | | | 1 | | | — | | | — | |

| | December 31, 2018 | | | | | | December 31, 2017 | | | | |

| Camden Shady Grove | | | | | | | | | | | | | |

| Rockville, MD | 457 | | | $ | 114.0 | | | 90 | % | | 1Q18 | | 2Q19 |

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

| Gaithersburg, MD | 365 | | | 86.8 | | | | 72 | % | | 4Q18 | | 4Q19 |

| Houston, TX | 315 | | | 90.8 | | | | 64 | % | | 4Q18 | | 4Q19 |

In

| Camden Lake Eola Orlando, FL | 360 | | | 120.0 | | | | 34.0 | | | | 34.0 | | | | 3Q20 | | 3Q21 |

| Camden Buckhead Atlanta, GA | 365 | | | 160.0 | | | | 26.1 | | | | 26.1 | | | | 3Q21 | | 2Q22 |

| Consolidated total | 1,698 | | | $ | 613.0 | | | $ | 277.8 | | | $ | 186.3 | | | | | |

| (2) | Property in lease-up and was 11% leased at January 30, 2019. |

| Camden North End II | | 340 | | | $ | 85.0 | | | $ | 15.3 | |

| Camden Hillcrest | | 132 | | | 90.0 | | | | 28.9 | | |

| Total | | 1,716 | | | $ | 660.0 | | | $ | 107.7 | |

| ($ in thousands) | 12/31/2018 | | | 2018 | | | | 2017 | | | | $ | | | | % | |

| Same store communities | 41,968 | | | $ | 820,732 | | | $ | 795,642 | | | $ | 25,090 | | | 3.2 | % |

| Non-same store communities | 4,772 | | | 112,685 | | | | 82,722 | | | | 29,963 | | | | 36.2 | |

| Development and lease-up communities | 2,835 | | | 12,667 | | | | 2,157 | | | | 10,510 | | | | * | |

| Dispositions/other | — | | | 8,421 | | | | 20,375 | | | | (11,954 | | ) | | (58.7 | ) |

| Total property revenues | 49,575 | | | $ | 954,505 | | | $ | 900,896 | | | $ | 53,609 | | | 6.0 | % |

| Same store communities | 41,968 | | | $ | 294,503 | | | $ | 286,571 | | | $ | 7,932 | | | 2.8 | % |

| Non-same store communities | 4,772 | | | 41,116 | | | | 30,563 | | | | 10,553 | | | | 34.5 | |

| Development and lease-up communities | 2,835 | | | 5,115 | | | | 676 | | | | 4,439 | | | | * | |

| Hurricane expenses | — | | | — | | | | 3,944 | | | | (3,944 | | ) | | * | |

| Dispositions/other | — | | | 2,845 | | | | 6,988 | | | | (4,143 | | ) | | (59.3 | ) |

| Total property expenses | 49,575 | | | $ | 343,579 | | | $ | 328,742 | | | $ | 14,837 | | | 4.5 | % |

| Same store communities | 41,968 | | | $ | 526,229 | | | $ | 509,071 | | | $ | 17,158 | | | 3.4 | % |

| Non-same store communities | 4,772 | | | 71,569 | | | | 52,159 | | | | 19,410 | | | | 37.2 | |

| Development and lease-up communities | 2,835 | | | 7,552 | | | | 1,481 | | | | 6,071 | | | | * | |

| Hurricane expenses | — | | | — | | | | (3,944 | | ) | | 3,944 | | | | * | |

| Dispositions/other | — | | | 5,576 | | | | 13,387 | | | | (7,811 | | ) | | (58.3 | ) |

| Total property NOI | 49,575 | | | $ | 610,926 | | | $ | 572,154 | | | $ | 38,772 | | | 6.8 | % |

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.

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

Dispositions

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 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.

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

Discontinued Operations

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

During the year ended December 31, 2016, we had discontinued operations related to the sale in April 2016 of 15 operating properties, comprised of an aggregate of 4,918 apartment homes, a retail center, and approximately 19.6 acres of undeveloped land, all located in Las Vegas, Nevada.

| | | | | | | |

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

| Consolidated Operating Properties | | | | | | |

| The Camden | | | | | | |

| Hollywood, CA | 287 | | | 4Q16 | | 1Q17 |

| Camden Gallery | | | | | | |

| Charlotte, NC | 323 | | | 1Q17 | | 2Q17 |

| Camden Victory Park | | | | | | |

| Dallas, TX | 423 | | | 3Q16 | | 3Q17 |

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

| Camden Shady Grove Rockville, MD (1) | 457 | | | $ | 116.0 | | | $ | 112.5 | | | $ | 18.3 | | | 1Q18 | | 3Q19 |

| Camden McGowen Station Houston, TX | 315 | | | 90.0 | | | | 65.7 | | | | 65.7 | | | | 3Q18 | | 4Q19 |

| Camden Washingtonian Gaithersburg, MD | 365 | | | 90.0 | | | | 65.7 | | | | 65.7 | | | | 1Q19 | | 4Q19 |

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

| Camden Buckhead (2) | | 375 | | | $ | 104.0 | | | $ | 17.9 | |

| Atlanta, GA | | | | | | | | | | | |

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

| Camden Gallery II | | 5 | | | 3.0 | | | | 1.4 | | |

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

| Camden North End II | | 326 | | | 73.0 | | | | 12.2 | | |

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

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

Land Holdings.

At December 31, 2017, we had the following investment in land:

| ($ in millions) Location | Acres | | | Cost to Date | | |

We believe [removed: our] [added: the] primary market risk [removed: exposure relates to] [added: we face is] interest rate risk.

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

| | December 31, [removed: 2017] [added: 2018] | | | | | | | | | | | | | December 31, [removed: 2016] [added: 2017] | | | | | | | | | | | |

| Fixed rate debt | $ | [removed: 2,029.6] [added: 2,222.0] | | | [removed: 4.6] [added: 5.0] | | | [removed: 4.5] [added: 4.3] | % | | [removed: 92.1] [added: 95.7] | % | | $ | [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] | % |

| Variable rate debt | [removed: 175.0] [added: 99.6] | | | | [removed: 0.8] [added: 3.0] | | | [removed: 1.9] [added: 3.3] | [added: %] | | [removed: 7.9] [added: 4.3] | [added: %] | | [removed: 205.7] [added: 175.0] | | | | [removed: 3.2] [added: 0.8] | | | [removed: 1.4] [added: 1.9] | % | | [removed: 8.3] [added: 7.9] | % |

Holding other variables constant, [removed: a one percentage point variance in] [added: if] interest rates would [removed: change] [added: have been 100 basis points higher as of December 31, 2018,] the [removed: unrealized] fair [removed: market] value of [removed: the] [added: our] fixed rate debt [added: would have decreased] by approximately [removed: $82.2] [added: $90.4] million.

We seek to mitigate this risk by following established risk management policies, which includes (i) maintaining prudent levels of fixed and floating rate debt; and (ii) extending and sequencing the maturity dates of our debt where practicable.

We also periodically use derivative financial instruments, primarily interest rate swaps with major financial institutions, to manage a portion of this risk.

The table below summarizes our debt as of December 31, 2018 and 2017:

In order to manage interest rate exposure, we have utilized interest rate swap agreements to protect against unfavorable interest rate changes relating to forecasted debt transactions.

These swaps, which are settled upon issuance of the related debt, are designated as cash flow hedges and the gains and/or losses are deferred in other comprehensive income and recognized as an adjustment to interest expense over the same period the hedged interest payments affect earnings.

In 2018, we settled five forward interest rate swaps with an aggregate notional amount of $400 million, in connection with the issuance of $400 million senior unsecured debt in October 2018, which resulted in a cash receipt of approximately $15.9 million.

As of December 31, 2018, we have $300 million of forward interest rate swaps outstanding to reduce the impact of variability in interest rates on a portion of expected debt issuances in 2019.

At December 31, 2018 and 2017, we did not have any amounts outstanding under our unsecured credit facility or other short-term borrowings.

If interest rates on the variable rate debt listed in the table above would have been 100 basis points higher throughout 2018 and 2017, our annual interest costs would have increased by approximately $1.0 million and $1.8 million, respectively.

We are exposed to certain market risks inherent in our operations.

These risks generally arise from transactions entered into in the normal course of business.

The table below provides information about our liabilities sensitive to changes in interest rates as of December 31, 2017 and 2016.

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

To the extent we utilize our unsecured credit facility and increase our variable rate indebtedness, our exposure to increases in interest rates will also increase.

Conversely, for floating rate debt, interest rate changes generally do not affect the fair market value but do impact net income attributable to common shareholders and cash flows, assuming other factors are held constant.

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 $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.

Formed on May 25, 1993, Camden Property Trust, a Texas real estate investment trust (“REIT”), [removed: is] [added: and all its consolidated subsidiaries are] primarily engaged in the ownership, management, development, redevelopment, acquisition, and construction of multifamily apartment communities.

[removed: On our website we] [added: We] make available free of charge [added: through] our [removed: annual, quarterly,] [added: website, our annual report on Form 10-K, quarterly reports on Form 10-Q,] and current [removed: reports,] [added: reports on Form 8-K,] and amendments to such reports, filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the U.S. Securities and Exchange Commission (the “SEC”).

The SEC [removed: also] maintains a website [removed: at www.sec.gov which] [added: (http://www.sec.gov) that] contains reports, [removed: proxy] [added: proxy,] and information [removed: statements,] [added: statements] and other information regarding issuers that file electronically with the SEC.

As of December 31, [removed: 2017,] [added: 2018,] we owned interests in, operated, or were developing [removed: 162] [added: 167] multifamily properties comprised of [removed: 55,143] [added: 56,858] apartment homes across the United States.

Of the [removed: 162] [added: 167] properties, [removed: seven] [added: six] properties were under construction and will consist of a total of [removed: 2,110] [added: 1,698] apartment homes when completed.

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

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

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

[removed: We currently] [added: As of December 31, 2018, we] have [removed: three] [added: two] discretionary investment [removed: Funds (the “Funds”), two of] [added: funds,] which are closed to future investments, and [removed: the] [added: a] third [removed: of] [added: fund] which we formed in March 2015 for future multifamily investments of up to $450 million.

See Note [removed: 8,] [added: 9,] “Investments in Joint Ventures,” and Note [removed: 14,] [added: 15,] “Commitments and Contingencies,” in the notes to [added: the] Consolidated Financial Statements for further discussion of our investments in joint ventures.

At December 31, [removed: 2017,] [added: 2018,] we had approximately 1,600 employees, including executive, administrative, and community personnel.

As of December 31, [removed: 2017,] [added: 2018,] we met the qualification of a REIT under Sections 856-860 of the Internal Revenue Code of 1986, as amended (the “Code”).

We account for three investment funds (collectively, the "Funds") utilizing the equity method of accounting.

Our corporate offices are located at 11 Greenway Plaza, Suite 2400, Houston, Texas 77046 and our telephone number is (713) 354-2500.

You may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549.

Please contact the SEC at 1-800-SEC-0330 for further information about the operation of the SEC’s Public Reference Room.

For the fiscal year ended December 31, [removed: 2017][added: 2018]

Indicate by check mark whether the registrant has submitted electronically [removed: and posted on its corporate website, if any,] every Interactive Data File required to be submitted [removed: and posted] pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit [removed: and post] such files).

| Non-accelerated filer | | ¨ [removed: (Do not check if a smaller reporting company)] | Smaller reporting company | | ¨ |

The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant was [removed: $7,420,664,859] [added: $8,386,569,325] based on a June [removed: 30, 2017] [added: 29, 2018] share price of [removed: $85.51.][added: $91.13.]

On February [removed: 9, 2018, 92,720,729] [added: 7, 2019, 93,259,373] 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: 17, 2018] [added: 9, 2019] are incorporated by reference in Part III.

| Item 1. | [removed: [Business](#sEA93AE80BCF252218FDD453A9851350D)] [added: [Business](#sA10609D9151A5979B42A34E3D3ACB229)] | [removed: [1](#sEA93AE80BCF252218FDD453A9851350D)] [added: [1](#sA10609D9151A5979B42A34E3D3ACB229)] |

| Item 1A. | [Risk [removed: Factors](#s6A2DC5FC4C65551EA410AFE980D3329E)] [added: Factors](#s8758C5B688085565A2C86FCF7CFE010E)] | [removed: [2](#s6A2DC5FC4C65551EA410AFE980D3329E)] [added: [2](#s8758C5B688085565A2C86FCF7CFE010E)] |

| Item 1B. | [Unresolved Staff [removed: Comments](#sF57FDB74C4495970A78E4097444931C1)] [added: Comments](#s91665BAD559054259ABF3A9450659AE9)] | [removed: [9](#sF57FDB74C4495970A78E4097444931C1)] [added: [9](#s91665BAD559054259ABF3A9450659AE9)] |

| Item 2. | [removed: [Properties](#s2068656E65CD51E4A334C9AEB15F76C7)] [added: [Properties](#s99C95DDCE4DC54BF805CD887B8EBFB23)] | [removed: [9](#s2068656E65CD51E4A334C9AEB15F76C7)] [added: [9](#s99C95DDCE4DC54BF805CD887B8EBFB23)] |

| Item 3. | [Legal [removed: Proceedings](#s6093DE42C06A5F1ABFF7636D206D61DE)] [added: Proceedings](#sA305C014C10353C494FC6D4C607E7713)] | [removed: [15](#s6093DE42C06A5F1ABFF7636D206D61DE)] [added: [14](#sA305C014C10353C494FC6D4C607E7713)] |

| Item 4. | [Mine Safety [removed: Disclosures](#sD306AF7566AB5D168ABEDA1834D95002)] [added: Disclosures](#s170F415703AB5AA0995FAABA4E69659A)] | [removed: [15](#sD306AF7566AB5D168ABEDA1834D95002)] [added: [14](#s170F415703AB5AA0995FAABA4E69659A)] |

| Item 5. | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#s2B32F3C36EF55C7F937A864D5FDF6126)] [added: Securities](#sB973C6F32E3E5C8A89D7912E16722F3A)] | [removed: [16](#s2B32F3C36EF55C7F937A864D5FDF6126)] [added: [15](#sB973C6F32E3E5C8A89D7912E16722F3A)] |

| Item 6. | [Selected Financial [removed: Data](#s8304A9B7A93C5563B9F3EBB87D91F2F8)] [added: Data](#sDF9F8529B209577AA4834D1BDC187F6A)] | [removed: [19](#s8304A9B7A93C5563B9F3EBB87D91F2F8)] [added: [17](#sDF9F8529B209577AA4834D1BDC187F6A)] |

| Item 7. | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#s1187AC3F1DFD5040B8FC33ED3BFAA393)] [added: Operations](#s5E9F6DAC64C3505A9259F200E563876A)] | [removed: [21](#s1187AC3F1DFD5040B8FC33ED3BFAA393)] [added: [19](#s5E9F6DAC64C3505A9259F200E563876A)] |

| Item 7A. | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#s33F3E23152E951EC807020F54EF68381)] [added: Risk](#sA2E8DA94E3845F37A464A6D38A11AF91)] | [removed: [41](#s33F3E23152E951EC807020F54EF68381)] [added: [37](#sA2E8DA94E3845F37A464A6D38A11AF91)] |

| Item 8. | [Financial Statements and Supplementary [removed: Data](#sDCB23CB96A895DB992346A2557253798)] [added: Data](#s766F2422FB1D5FB09C6629D030E1CA51)] | [removed: [43](#sDCB23CB96A895DB992346A2557253798)] [added: [38](#s766F2422FB1D5FB09C6629D030E1CA51)] |

| Item 9. | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#sE16CE8A76D6B5A7287C8393E15EA9622)] [added: Disclosure](#s8A98AD8930055EC997FAC3C9E6CD1710)] | [removed: [43](#sE16CE8A76D6B5A7287C8393E15EA9622)] [added: [38](#s8A98AD8930055EC997FAC3C9E6CD1710)] |

| Item 9A. | [Controls and [removed: Procedures](#s1B2AA49D758151C6B46B6FB83CDCB6C3)] [added: Procedures](#s1D2D962603E0537DB936155681D4FFFF)] | [removed: [43](#s1B2AA49D758151C6B46B6FB83CDCB6C3)] [added: [38](#s1D2D962603E0537DB936155681D4FFFF)] |

| Item 9B. | [Other [removed: Information](#s88779319048953F993DCC6CCF2955419)] [added: Information](#sDCED09DC8A525B4F97AE4A1DADA9EE3F)] | [removed: [46](#s88779319048953F993DCC6CCF2955419)] [added: [41](#sDCED09DC8A525B4F97AE4A1DADA9EE3F)] |

| [PART [removed: III](#sFCC15BEE15F65F4992FD067AC7654728)] [added: III](#s2418ED9B8D185249B2301A73BBB6CE79)] | | |

| Item 10. | [Directors, Executive Officers, and Corporate [removed: Governance](#s1F79C841E0985F13A0A9C693F9A81DE6)] [added: Governance](#s7DB639648FC759F48708625A794FB700)] | [removed: [46](#s1F79C841E0985F13A0A9C693F9A81DE6)] [added: [41](#s7DB639648FC759F48708625A794FB700)] |

| Item 11. | [Executive [removed: Compensation](#s7C46EA10396D59399AC936539BDBB407)] [added: Compensation](#s43FCA0920499560290EFFFFAF35B6BD4)] | [removed: [46](#s7C46EA10396D59399AC936539BDBB407)] [added: [41](#s43FCA0920499560290EFFFFAF35B6BD4)] |

| Item 12. | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#s0597F210EE9F59619B652154E536D1B9)] [added: Matters](#s7F3CED9013295EBFBBF60E74D4D5170F)] | [removed: [46](#s0597F210EE9F59619B652154E536D1B9)] [added: [41](#s7F3CED9013295EBFBBF60E74D4D5170F)] |

| Item 13. | [Certain Relationships and Related Transactions, and Director [removed: Independence](#sCB0C62DEBB0550BCB1E9BDE9C273559F)] [added: Independence](#s136A80B7D5E25EE79DC69AA131549320)] | [removed: [46](#sCB0C62DEBB0550BCB1E9BDE9C273559F)] [added: [41](#s136A80B7D5E25EE79DC69AA131549320)] |

| Item 14. | [Principal Accounting Fees and [removed: Services](#s425C408494E8531D970B0E13A9FE0D8B)] [added: Services](#sC318FE8F55D659DA98C01E835ED3F665)] | [removed: [47](#s425C408494E8531D970B0E13A9FE0D8B)] [added: [41](#sC318FE8F55D659DA98C01E835ED3F665)] |

| Item 15. | [Exhibits and Financial Statement [removed: Schedules](#sC2EFF266463053E6A435ECC93B2F88CE)] [added: Schedules](#sBA78B381552E5B9AA50E7362A288190F)] | [removed: [47](#sC2EFF266463053E6A435ECC93B2F88CE)] [added: [41](#sBA78B381552E5B9AA50E7362A288190F)] |

| Item 16. | [removed: [Summary](#sb4cc139a662e4155ba50b222f5cd3edb)] [added: [Summary](#s6D18902B2C8D52DFBEFD9A7CB2061C69)] | [removed: [52](#sb4cc139a662e4155ba50b222f5cd3edb)] [added: [46](#s6D18902B2C8D52DFBEFD9A7CB2061C69)] |

10-K 1 cpt1231201810k.htm

| [PART I](#sE658E825EA7A591090AD8EA26EA182BC) | | |

| [PART II](#s910AB04AAE8957F7802D6C0A784D9831) | | |

| [PART IV](#s642A97FB323F5868941FC119BA71BF40) | | |

| [SIGNATURES](#sBC46DBEDF0735A128A1F477C8380125D) | | [47](#sBC46DBEDF0735A128A1F477C8380125D) |

10-K 1 cpt1231201710k.htm 10-K

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

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

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

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

The [removed: 155] [added: 161] operating properties in which we owned interests and operated at December 31, [removed: 2017] [added: 2018] averaged [removed: 957] [added: 956] square feet of living area per apartment home.

For the year ended December 31, [removed: 2017,] [added: 2018,] no single operating property accounted for greater than 1.6% of our total revenues.

Our stabilized operating properties had a weighted average occupancy rate of approximately [added: 96% and] 95% for [removed: each of] the years ended December 31, [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017, respectively,] and an average monthly rental revenue per apartment home of [removed: $1,447] [added: $1,502] and [removed: $1,405] [added: $1,447] for the same periods, respectively.

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

At December 31, [removed: 2017, 140] [added: 2018, 146] of our operating properties had over 200 apartment homes, with the largest having 904 apartment homes.

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

The following table sets forth information with respect to our [removed: 155] [added: 161] operating properties at December 31, [removed: 2017:][added: 2018:]

| Property and Location | | Year Placed in Service | | Average Apartment Size (Sq. Ft.) | | | Number of Apartments | | [removed: 2017] [added: 2018] Average Occupancy (1) | | | [removed: 2017] [added: 2018] Average Monthly Rental Rate per Apartment (2) | | |

| Camden Chandler | | 2016 | | 1,146 | | | 380 | | [removed: 92.6] [added: 94.9] | % | | $ | [removed: 1,307] [added: 1,372] | |

| Camden Copper Square | | 2000 | | 786 | | | 332 | | [removed: 95.0] [added: 94.9] | | | [removed: 1,110] [added: 1,155] | | |

| Camden Foothills | | 2014 | | 1,032 | | | 220 | | [removed: 95.3] [added: 95.7] | | | [removed: 1,533] [added: 1,605] | | |

| Camden Hayden | | 2015 | | 1,043 | | | 234 | | 94.5 | | | [removed: 1,435] [added: 1,476] | | |

| Camden Legacy | | 1996 | | 1,067 | | | 428 | | [removed: 95.7] [added: 96.3] | | | [removed: 1,203] [added: 1,270] | | |

| Camden Montierra | | 1999 | | 1,071 | | | 249 | | [removed: 96.1] [added: 97.1] | | | [removed: 1,290] [added: 1,332] | | |

| Camden Pecos Ranch | | 2001 | | 924 | | | 272 | | [removed: 95.8] [added: 95.6] | | | [removed: 1,054] [added: 1,117] | | |

| Camden San Marcos | | 1995 | | 984 | | | 320 | | [removed: 95.7] [added: 96.7] | | | [removed: 1,175] [added: 1,240] | | |

| Camden San Paloma | | 1993/1994 | | 1,042 | | | 324 | | [removed: 96.2] [added: 97.0] | | | [removed: 1,192] [added: 1,256] | | |

| Camden Sotelo | | 2008/2012 | | 1,303 | | | 170 | | [removed: 94.4] [added: 95.3] | | | [removed: 1,474] [added: 1,513] | | |

| Camden Crown Valley | | 2001 | | 1,009 | | | 380 | | [removed: 96.2] [added: 96.1] | | | [removed: 2,000] [added: 2,058] | | |

| Camden Glendale | | 2015 | | 882 | | | 303 | | [removed: 93.9] [added: 94.4] | | | [removed: 2,236] [added: 2,273] | | |

| Camden Harbor View | | 2004 | | 981 | | | 546 | | [removed: 95.5] [added: 95.6] | | | [removed: 2,526] [added: 2,607] | | |

| Camden Main and Jamboree | | 2008 | | 1,011 | | | 290 | | [removed: 96.4] [added: 95.2] | | | [removed: 2,075] [added: 2,110] | | |

| Camden Martinique | | 1986 | | 795 | | | 714 | | [removed: 95.3] [added: 95.6] | | | [removed: 1,720] [added: 1,776] | | |

| Camden Sea Palms | | 1990 | | 891 | | | 138 | | [removed: 95.2] [added: 94.3] | | | [removed: 2,003] [added: 2,110] | | |

| The Camden [removed: (3)] | | 2016 | | 768 | | | 287 | | [removed: 93.7] [added: 94.8] | | | [removed: 3,099] [added: 3,184] | | |

| Camden Landmark | | 2006 | | 982 | | | 469 | | [removed: 94.3] [added: 95.3] | | | [removed: 1,557] [added: 1,622] | | |

| Camden Old Creek | | 2007 | | 1,037 | | | 350 | | [removed: 96.0] [added: 95.1] | | | [removed: 2,032] [added: 2,134] | | |

| Camden Sierra at Otay Ranch | | 2003 | | 962 | | | 422 | | 95.6 | | | [removed: 1,867] [added: 1,957] | | |

| Camden Tuscany | | 2003 | | 896 | | | 160 | | [removed: 96.2] [added: 95.7] | | | [removed: 2,569] [added: 2,607] | | |

| Camden Vineyards | | 2002 | | 1,053 | | | 264 | | [removed: 96.1] [added: 95.4] | | | [removed: 1,617] [added: 1,718] | | |

| Camden Belleview Station | | 2009 | | 888 | | | 270 | | [removed: 95.5] [added: 95.9] | | | [removed: 1,409] [added: 1,452] | | |

| Camden Caley | | 2000 | | 925 | | | 218 | | [removed: 96.0] [added: 95.5] | | | [removed: 1,402] [added: 1,463] | | |

| Camden Denver West | | 1997 | | 1,015 | | | 320 | | [removed: 95.1] [added: 96.1] | | | [removed: 1,627] [added: 1,712] | | |

| Camden Flatirons | | 2015 | | 960 | | | 424 | | [removed: 95.3] [added: 95.8] | | | [removed: 1,524] [added: 1,596] | | |

| Camden Highlands Ridge | | 1996 | | 1,149 | | | 342 | | [removed: 95.6] [added: 93.2] | | | [removed: 1,653] [added: 1,731] | | |

| Camden Interlocken | | 1999 | | 1,010 | | | 340 | | [removed: 96.1] [added: 94.8] | | | [removed: 1,517] [added: 1,604] | | |

| Camden Lakeway | | 1997 | | 932 | | | 451 | | [removed: 95.4] [added: 94.4] | | | [removed: 1,464] [added: 1,535] | | |

| Camden Lincoln Station [removed: (3)] | | 2017 | | 844 | | | 267 | | [removed: 94.8] [added: 95.0] | | | [removed: 1,523] [added: 1,545] | | |

| Camden Ashburn Farm | | 2000 | | 1,062 | | | 162 | | [removed: 94.4] [added: 96.1] | | | [removed: 1,631] [added: 1,683] | | |

| Camden College Park | | 2008 | | 942 | | | 508 | | [removed: 95.2] [added: 95.9] | | | [removed: 1,554] [added: 1,565] | | |

| 2014-2018 | 25 |

| 2009-2013 | 20 |

| 2004-2008 | 33 |

| 1999-2003 | 47 |

| 1994-1998 | 25 |

| Prior to 1994 | 11 |

| Property and Location | | Year Placed in Service | | Average Apartment Size (Sq. Ft.) | | | Number of Apartments | | 2018 Average Occupancy (1) | | | 2018 Average Monthly Rental Rate per Apartment (2) | | |

| Camden Shady Grove (5) | | 2018 | | 877 | | | 457 | | Lease-Up | | | 1,743 | | |

| Camden Washingtonian (5) | | 2018 | | 871 | | | 365 | | Lease-Up | | | 1,764 | | |

| Camden North Quarter (7) | | 2016 | | 806 | | | 333 | | 94.9 | | | 1,541 | | |

| Camden Thornton Park (7) | | 2016 | | 920 | | | 299 | | 92.2 | | | 1,925 | | |

| Camden Pier District (7) | | 2016 | | 989 | | | 358 | | 93.2 | | | 2,403 | | |

| Property and Location | | Year Placed in Service | | Average Apartment Size (Sq. Ft.) | | | Number of Apartments | | 2018 Average Occupancy (1) | | | 2018 Average Monthly Rental Rate per Apartment (2) | | |

| Property and Location | | Year Placed in Service | | Average Apartment Size (Sq. Ft.) | | | Number of Apartments | | 2018 Average Occupancy (1) | | | 2018 Average Monthly Rental Rate per Apartment (2) | | |

| Camden McGowen Station (5) | | 2018 | | 1,007 | | | 315 | | Lease-Up | | | 2,310 | | |

| Property and Location | | Year Placed in Service | | Average Apartment Size (Sq. Ft.) | | | Number of Apartments | | 2018 Average Occupancy (1) | | | 2018 Average Monthly Rental Rate per Apartment (2) | | |

| (4) | Property under redevelopment at December 31, 2018. |

| | |

| --- | --- |

| (7) | Property acquired in 2018 - average occupancy calculated from date property was acquired. |

| 2013-2017 | 21 |

| 2008-2012 | 31 |

| 2003-2007 | 28 |

| 1998-2002 | 40 |

| 1993-1997 | 26 |

| Prior to 1993 | 9 |

| (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. |

In the first quarter of [removed: 2018,] [added: 2019,] the Company's Board of Trust Managers declared a first quarter dividend of [removed: $0.77] [added: $0.80] per common share to our common shareholders of record as of March [removed: 30, 2018.][added: 29, 2019.]

Assuming similar dividend distributions for the remainder of [removed: 2018,] [added: 2019,] our annualized dividend rate for [removed: 2018] [added: 2019] would be [removed: $3.08.][added: $3.20 as compared to a dividend rate of $3.08 in 2018.]

[removed: ][added: ]

[removed: This] [added: The following] graph assumes the investment of $100 on December 31, [removed: 2012] [added: 2013] and quarterly reinvestment of dividends, including the special dividend [added: of $4.25] paid in September 2016.

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

| Index | [removed: 2013 | | | |] 2014 | | | | 2015 | | | | 2016 | | | | 2017 | | | [added: | 2018 | | |]

[added: Our common shares are traded on the New York Stock Exchange under the symbol "CPT."] As of February [removed: 8, 2018,] [added: 7, 2019,] there were approximately [removed: 387] [added: 365] shareholders of record and approximately [removed: 34,624] [added: 42,402] beneficial owners of our common shares.

The proceeds from the sale of our common shares under the 2017 ATM program are intended to be used for general corporate purposes, which may include reducing future borrowings under our [removed: $600 million] unsecured line of [removed: credit,] [added: credit or short-term borrowing facilities,] the repayment of other indebtedness, the redemption or other repurchase of outstanding debt or equity securities, funding for development activities, and financing for acquisitions.

No additional shares were sold under the 2017 ATM program subsequent to December 31, [removed: 2017] [added: 2018] through the date of this filing.

As of the date of this filing, the remaining dollar value of our common equity securities authorized to be repurchased under this program was approximately [removed: $269.8] [added: $269.5] million.

There were no repurchases under this program for the years ended December 31, [removed: 2017,] [added: 2017 or] 2016, or [removed: 2015.][added: subsequent to December 31, 2018 through the date of this filing.]

| Camden Property Trust | $ | 134.84 | | | $ | 145.52 | | | $ | 173.51 | | | $ | 196.61 | | | $ | 194.61 | |

| FTSE NAREIT Equity | 130.14 | | | | 134.30 | | | | 145.74 | | | | 153.36 | | | | 146.27 | | |

| S&P 500 | 113.69 | | | | 115.26 | | | | 129.05 | | | | 157.22 | | | | 150.33 | | |

| Russell 2000 | 104.89 | | | | 100.26 | | | | 121.63 | | | | 139.44 | | | | 124.09 | | |

During the year ended December 31, 2018, we did not sell any shares under the 2017 ATM Program.

In March 2018, we repurchased 3,222 common shares for approximately $0.3 million.

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

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

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

| | High | | | | Low | | | | Distributions | | |

| 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 | | |

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

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

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

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

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

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

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

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

| Camden Property Trust | $ | 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 | | |

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.

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: 2013] [added: 2014] through [removed: 2017.][added: 2018.]

| (in thousands, except per share amounts and property data) | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | |

| Total property revenues | $ | [removed: 900,896] [added: 954,505] | | | $ | [removed: 876,447] [added: 900,896] | | | $ | [removed: 835,618] [added: 876,447] | | | $ | [removed: 790,263] [added: 835,618] | | | $ | [removed: 737,033] [added: 790,263] | |

| Total property expenses | [removed: 328,742] [added: 343,579] | | | | [removed: 311,355] [added: 328,742] | | | | [removed: 301,000] [added: 311,355] | | | | [removed: 285,700] [added: 301,000] | | | | [removed: 266,572] [added: 285,700] | | |

| Total non-property income | [removed: 27,795] [added: 2,797] | | | | [removed: 14,577] [added: 27,795] | | | | [removed: 7,332] [added: 14,577] | | | | [removed: 14,611] [added: 7,332] | | | | [removed: 21,197] [added: 14,611] | | |

| Total other expenses | [removed: 447,595] [added: 459,441] | | | | [removed: 425,190] [added: 447,595] | | | | [removed: 412,022] [added: 425,190] | | | | [removed: 399,314] [added: 412,022] | | | | [removed: 377,026] [added: 399,314] | | |

| Income from continuing operations attributable to common shareholders | [removed: 196,422] [added: 156,128] | | | | [removed: 436,981] [added: 196,422] | | | | [removed: 229,565] [added: 436,981] | | | | [removed: 273,892] [added: 229,565] | | | | [removed: 134,347] [added: 273,892] | | |

| Net income attributable to common shareholders | [removed: 196,422] [added: 156,128] | | | | [removed: 819,823] [added: 196,422] | | | | [removed: 249,315] [added: 819,823] | | | | [removed: 292,089] [added: 249,315] | | | | [removed: 336,364] [added: 292,089] | | |

| Basic | $ | [removed: 2.14] [added: 1.63] | | | $ | [removed: 4.81] [added: 2.14] | | | $ | [removed: 2.55] [added: 4.81] | | | $ | [removed: 3.08] [added: 2.55] | | | $ | [removed: 1.50] [added: 3.08] | |

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

| Basic | $ | [removed: 2.14] [added: 1.63] | | | $ | [removed: 9.08] [added: 2.14] | | | $ | [removed: 2.77] [added: 9.08] | | | $ | [removed: 3.29] [added: 2.77] | | | $ | [removed: 3.82] [added: 3.29] | |

| Diluted | [removed: 2.13] [added: 1.63] | | | | [removed: 9.05] [added: 2.13] | | | | [removed: 2.76] [added: 9.05] | | | | [removed: 3.27] [added: 2.76] | | | | [removed: 3.78] [added: 3.27] | | |

| Distributions declared per common share | $ | [removed: 3.00] [added: 3.08] | | | $ | 3.00 | | | $ | [removed: 2.80] [added: 3.00] | | | $ | [removed: 2.64] [added: 2.80] | | | $ | [removed: 2.52] [added: 2.64] | |

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

| Total real estate assets, at cost (c) | $ | [removed: 7,667,743] [added: 8,328,475] | | | $ | [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] | |

| Total assets | [removed: 6,173,748] [added: 6,219,586] | | | | [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] | | |

| Notes payable | [removed: 2,204,598] [added: 2,321,603] | | | | [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] | | |

| Non-qualified deferred compensation share awards | [removed: 77,230] [added: 52,674] | | | | [removed: 77,037] [added: 77,230] | | | | [removed: 79,364] [added: 77,037] | | | | [removed: 68,134] [added: 79,364] | | | | [removed: 47,180] [added: 68,134] | | |

| Equity | [removed: 3,484,714] [added: 3,385,104] | | | | [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] | | |

| Operating activities | $ | [removed: 434,656] [added: 503,747] | | | $ | [removed: 443,063] [added: 434,656] | | | $ | [removed: 423,238] [added: 443,063] | | | $ | [removed: 418,528] [added: 423,238] | | | $ | [removed: 404,291] [added: 418,528] | |

| Investing activities | [removed: (189,754] [added: (640,921] | | ) | | [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] | | ) |

| Financing activities | [removed: (112,923] [added: (197,028] | | ) | | [removed: (904,237] [added: (112,923] | | ) | | [removed: (273,231] [added: (904,237] | | ) | | [removed: 43,482] [added: (273,231] | | [added: )] | | [removed: (154,181] [added: 43,482] | | [removed: )] |

| Funds from operations – diluted (d) | [removed: 424,072] [added: 463,982] | | | | [removed: 425,464] [added: 424,072] | | | | [removed: 414,497] [added: 425,464] | | | | [removed: 378,043] [added: 414,497] | | | | [removed: 368,321] [added: 378,043] | | |

| Adjusted funds from operations – diluted (d) | [removed: 359,314] [added: 391,686] | | | | [removed: 366,380] [added: 359,314] | | | | [removed: 350,328] [added: 366,380] | | | | [removed: 318,189] [added: 350,328] | | | | [removed: 301,291] [added: 318,189] | | |

| Number of operating properties (at the end of year) (e) | [removed: 155] [added: 161] | | | | [removed: 152] [added: 155] | | | | [removed: 172] [added: 152] | | | | [removed: 168] [added: 172] | | | | [removed: 170] [added: 168] | | |

| Number of operating apartment homes (at end of year) (e) | [removed: 53,033] [added: 55,160] | | | | [removed: 52,793] [added: 53,033] | | | | [removed: 59,792] [added: 52,793] | | | | [removed: 58,948] [added: 59,792] | | | | [removed: 59,899] [added: 58,948] | | |

| Number of operating apartment homes (weighted average) (e) (f) | [removed: 46,210] [added: 46,925] | | | | [removed: 46,934] [added: 46,210] | | | | [removed: 47,088] [added: 46,934] | | | | [removed: 47,915] [added: 47,088] | | | | [removed: 46,841] [added: 47,915] | | |

| Weighted average monthly total property revenue per apartment home (a) [added: (f)] | $ | [removed: 1,625] [added: 1,695] | | | $ | [removed: 1,556] [added: 1,625] | | | $ | [removed: 1,479] [added: 1,556] | | | $ | [removed: 1,374] [added: 1,479] | | | $ | [removed: 1,311] [added: 1,374] | |

| Properties under development (at end of period) | [removed: 7] [added: 6] | | | | 7 | | | | [removed: 8] [added: 7] | | | | [removed: 13] [added: 8] | | | | [removed: 14] [added: 13] | | |

| (a) | Excludes discontinued operations. See Note 2, "Summary of Significant Accounting Policies and Recent Accounting Pronouncements," and Note [removed: 7,] [added: 8,] "Acquisitions, Dispositions, and Discontinued Operations," in the [removed: notes] [added: Notes] to Consolidated Financial Statements for further discussion of discontinued operations. |

| (b) | A special dividend was paid on September 30, 2016. Refer to Note [removed: 4] [added: 5] "Common Shares" in the Notes to the Consolidated Financial Statements for further discussion of the special dividend. |

Management assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2017.][added: 2018.]

Based on our assessment, management concluded our internal control over financial reporting is effective as of December 31, [removed: 2017.][added: 2018.]

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

We have audited the internal control over financial reporting of Camden Property Trust and subsidiaries (the [removed: “Company”)] [added: "Company")] as of December 31, [removed: 2017,] [added: 2018,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2017,] [added: 2018,] based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the [added: consolidated] financial statements as of and for the year ended December 31, [removed: 2017,] [added: 2018,] of the Company and our report dated February [removed: 16, 2018,] [added: 15, 2019,] expressed an unqualified opinion on those financial statements.

February 15, 2019

| February 15, 2019 |

February 16, 2018

| February 16, 2018 |

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: 23, 2018] [added: 22, 2019] in connection with the Annual Meeting of Shareholders to be held on or about May [removed: 17, 2018.][added: 9, 2019.]

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: 23, 2018] [added: 22, 2019] in connection with the Annual Meeting of Shareholders to be held on or about May [removed: 17, 2018.][added: 9, 2019.]

Information with respect to this Item [removed: 12] [added: 11] is incorporated by reference from our Proxy Statement, which we expect to file on or about March [removed: 23, 2018] [added: 22, 2019] in connection with the Annual Meeting of Shareholders to be held on or about May [removed: 17, 2018 to the extent not set forth below.][added: 9, 2019.]

The following table gives information about the equity compensation plans as of December 31, 2017.

Equity Compensation Plan Information

| | | | | | | | | | |

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

| Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | | | Weighted-average exercise price of outstanding options, warrants and rights (b) | | | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))(c) | |

| Equity compensation plans approved by security holders | 68,978 | | | $ | 61.15 | | | 827,928 | |

| Equity compensation plans not approved by security holders | — | | | — | | | | — | |

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

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, 2017, approximately 2.9 million fungible units were available under the 2011 Share Plan, which results in approximately 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.

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: 23, 2018] [added: 22, 2019] in connection with the Annual Meeting of Shareholders to be held on or about May [removed: 17, 2018.][added: 9, 2019.]

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: 23, 2018] [added: 22, 2019] in connection with the Annual Meeting of Shareholders to be held on or about May [removed: 17, 2018.][added: 9, 2019.]

| [Report of Independent Registered Public Accounting [removed: Firm](#s72D0660D3D4A5190A68997AE5D09A64F)] [added: Firm](#s028952AE7A89586483F23B46F9D5B740)] | [removed: [F-1](#s72D0660D3D4A5190A68997AE5D09A64F)] [added: [48](#s028952AE7A89586483F23B46F9D5B740)] |

| [Consolidated Balance Sheets as of December 31, [removed: 2017] [added: 2018] and [removed: 2016](#sAF44ACFA8F8656E3A30BAFDD529A859F)] [added: 2017](#s4F1A8501DBE95581985620D8B67615E1)] | [removed: [F-2](#sAF44ACFA8F8656E3A30BAFDD529A859F)] [added: [49](#s4F1A8501DBE95581985620D8B67615E1)] |

| [Consolidated Statements of Income and Comprehensive Income for the Years Ended December 31, [added: 2018,] 2017, [removed: 2016,] and [removed: 2015](#s3D9D77C4244A560A8EB4B23266C5603A)] [added: 2016](#sCA970933855D5E21B8FF8A7A16A94EA8)] | [removed: [F-3](#s3D9D77C4244A560A8EB4B23266C5603A)] [added: [50](#sCA970933855D5E21B8FF8A7A16A94EA8)] |

| [Consolidated Statements of Equity for the Years Ended December 31, [added: 2018,] 2017, [removed: 2016,] and [removed: 2015](#sB6C2220C8FE55FB78003D5E49383B1DA)] [added: 2016](#s4F3FD636C3E55D0DB27A15859B59DBEB)] | [removed: [F-5](#sB6C2220C8FE55FB78003D5E49383B1DA)] [added: [52](#s4F3FD636C3E55D0DB27A15859B59DBEB)] |

| [Consolidated Statements of Cash Flows for the Years Ended December 31, [added: 2018,] 2017, [removed: 2016,] and [removed: 2015](#sC82E8EB8F80B5186BABD3659CA675B84)] [added: 2016](#s5CA6D595CD60547C965578A3420C4B6F)] | [removed: [F-7](#sC82E8EB8F80B5186BABD3659CA675B84)] [added: [54](#s5CA6D595CD60547C965578A3420C4B6F)] |

| [Notes to Consolidated Financial [removed: Statements](#s06C5C8B687B05C0394D41762E9B76B59)] [added: Statements](#s76F682DC63DA5050A876E10160368685)] | [removed: [F-9](#s06C5C8B687B05C0394D41762E9B76B59)] [added: [56](#s76F682DC63DA5050A876E10160368685)] |

| [Schedule III – Real Estate and Accumulated [removed: Depreciation](#s63C5D5B5CF6D56979D5D26F399DEC8A7)] [added: Depreciation](#s2CD354EB12B15A3ABAE3AC3D8BD3683A)] | [removed: [S-1](#s63C5D5B5CF6D56979D5D26F399DEC8A7)] [added: [S-1](#s2CD354EB12B15A3ABAE3AC3D8BD3683A)] |

| [Schedule IV – Mortgage Loans on Real [removed: Estate](#sBCBD4AE95C65578B8A6A4D8EEF8864F6)] [added: Estate](#s77F70ECEE60052328120AF6BAB2DCB9B)] | [removed: [S-3](#sBCBD4AE95C65578B8A6A4D8EEF8864F6)] [added: [S-3](#s77F70ECEE60052328120AF6BAB2DCB9B)] |

| [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 [removed: 11,] [added: 12,] 2013 |

| [removed: [4.5](http://www.sec.gov/Archives/edgar/data/906345/000095013404018130/d20386sv4.htm)] [added: [4.6](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](http://www.sec.gov/Archives/edgar/data/906345/000095013407010459/d46395exv4w3.htm)] [added: [4.12](http://www.sec.gov/Archives/edgar/data/906345/000119312518293179/d614979dex45.htm)] | | Form of Camden Property Trust [removed: 5.700% Note] [added: 4.100% Notes] due [removed: 2017] [added: 2028] | | Exhibit [removed: 4.3] [added: 4.5] to Form 8-K filed on [removed: May 7, 2007] [added: October 4, 2018] |

| [removed: [10.25](http://www.sec.gov/Archives/edgar/data/906345/000110465906031086/a06-11214_1ex99d1.htm)] [added: [10.26](http://www.sec.gov/Archives/edgar/data/906345/000110465906031086/a06-11214_1ex99d1.htm)] | | Amendment to Amended and Restated 2002 Share Incentive Plan of Camden Property Trust | | Exhibit 99.1 to Form 8-K filed on May 4, 2006 |

| [removed: [10.26](http://www.sec.gov/Archives/edgar/data/906345/000136231008003914/c74094exv99w1.htm)] [added: [10.27](http://www.sec.gov/Archives/edgar/data/906345/000136231008003914/c74094exv99w1.htm)] | | Amendment to Amended and Restated 2002 Share Incentive Plan of Camden Property Trust, effective as of January 1, 2008 | | Exhibit 99.1 to Form 8-K filed on July 29, 2008 |

| [removed: [10.27](http://www.sec.gov/Archives/edgar/data/906345/000095012311049367/c17156exv99w1.htm)] [added: [10.28](http://www.sec.gov/Archives/edgar/data/906345/000095012311049367/c17156exv99w1.htm)] | | Camden Property Trust 2011 Share Incentive Plan, effective as of May 11, 2011 | | Exhibit 99.1 to Form 8-K filed on May 12, 2011 |

| [removed: [10.28](http://www.sec.gov/Archives/edgar/data/906345/000090634512000022/exhibit991to8-k.htm)] [added: [10.29](http://www.sec.gov/Archives/edgar/data/906345/000090634512000022/exhibit991to8-k.htm)] | | Amendment No. 1 to 2011 Share Incentive Plan of Camden Property Trust, dated as of July 31, 2012 | | Exhibit 99.1 to Form 8-K filed on August 6, 2012 |

| [removed: [10.29](http://www.sec.gov/Archives/edgar/data/906345/000090634513000022/ex991planamendmentno2.htm)] [added: [10.30](http://www.sec.gov/Archives/edgar/data/906345/000090634513000022/ex991planamendmentno2.htm)] | | Amendment No. 2 to the 2011 Share Incentive Plan of Camden Property Trust, dated as of July 30, 2013 | | Exhibit 99.1 to Form 8-K filed on August 5, 2013 |

| [removed: [10.30](http://www.sec.gov/Archives/edgar/data/906345/000119312515358098/d39044dex991.htm)] [added: [10.31](http://www.sec.gov/Archives/edgar/data/906345/000119312515358098/d39044dex991.htm)] | | Amendment No. 3 to the 2011 Share Incentive Plan of Camden Property Trust, dated as of October 28, 2015 | | Exhibit 99.1 to Form 8-K filed on October 29, 2015 |

| [removed: [10.31](http://www.sec.gov/Archives/edgar/data/906345/000090634502000005/exib10-2.htm)] [added: [10.33](http://www.sec.gov/Archives/edgar/data/906345/000090634502000005/exib10-2.htm)] | | Camden Property Trust Short Term Incentive Plan | | Exhibit 10.2 to Form 10-Q for the quarter ended March 31, 2002 |

| [removed: [10.32](http://www.sec.gov/Archives/edgar/data/906345/000090634514000004/exhibit991secondamendedand.htm)] [added: [10.34](http://www.sec.gov/Archives/edgar/data/906345/000090634514000004/exhibit991secondamendedand.htm)] | | Second Amended and Restated Camden Property Trust Non-Qualified Deferred Compensation Plan | | Exhibit 99.1 to Form 8-K filed on February 21, 2014 |

| [removed: [10.33](http://www.sec.gov/Archives/edgar/data/906345/000095013404018130/d20386exv10w5.txt)] [added: [10.36](http://www.sec.gov/Archives/edgar/data/906345/000095013404018130/d20386exv10w5.txt)] | | Form 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 thereto | | Exhibit 10.5 to Form S-4 filed on November 24, 2004 (Registration No. 333-120733) |

| [removed: [10.34](http://www.sec.gov/Archives/edgar/data/906345/000095013404018130/d20386exv10w6.htm)] [added: [10.37](http://www.sec.gov/Archives/edgar/data/906345/000095013404018130/d20386exv10w6.htm)] | | Form 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 thereto | | Exhibit 10.6 to Form S-4 filed on November 24, 2004 (Registration No. 333-120733) |

| [removed: [10.35](http://www.sec.gov/Archives/edgar/data/915773/000095014401508838/g72521ex10-1.txt)] [added: [10.39](http://www.sec.gov/Archives/edgar/data/915773/000095014401508838/g72521ex10-1.txt)] | | Employment Agreement dated February 15, 1999, by and among William B. McGuire, Jr., Summit Properties Inc. and Summit Management Company, as restated on August 24, 2001 | | Exhibit 10.1 to Summit Properties Inc.’s Form 10-Q for the quarter ended September 30, 2001 (File No. 000-12792) |

| [removed: [10.36](http://www.sec.gov/Archives/edgar/data/915773/000091577304000042/spiex1082mcguire.htm)] [added: [10.40](http://www.sec.gov/Archives/edgar/data/915773/000091577304000042/spiex1082mcguire.htm)] | | Amendment Agreement, dated as of June 19, 2004, among William B. McGuire, Jr., Summit Properties Inc. and Summit Management Company | | Exhibit 10.8.2 to Summit Properties Inc.’s Form 10-Q for the quarter ended June 30, 2004 (File No. 001-12792) |

| [removed: [10.37](http://www.sec.gov/Archives/edgar/data/915773/000095014401505331/g70838ex10-1.txt)] [added: [10.41](http://www.sec.gov/Archives/edgar/data/915773/000095014401505331/g70838ex10-1.txt)] | | Employment Agreement dated February 15, 1999, by and among William F. Paulsen, Summit Properties Inc. and Summit Management Company, as restated on April 3, 2001 | | Exhibit 10.1 to Summit Properties Inc.’s Form 10-Q for the quarter ended June 30, 2001 (File No. 000-12792) |

| [removed: [10.38](http://www.sec.gov/Archives/edgar/data/915773/000091577304000042/spiex1082mcguire.htm)] [added: [10.42](http://www.sec.gov/Archives/edgar/data/915773/000091577304000042/spiex1082mcguire.htm)] | | Amendment Agreement, dated as of June 19, 2004, among William F. Paulsen, Summit Properties Inc. and Summit Management Company | | Exhibit 10.8.2 to Summit Properties Inc.’s Form 10-Q for the quarter ended June 30, 2004 (File No. 001-12792) |

| [removed: [10.39](http://www.sec.gov/Archives/edgar/data/906345/000091577305000007/mcguiresepagreement.htm)] [added: [10.43](http://www.sec.gov/Archives/edgar/data/906345/000091577305000007/mcguiresepagreement.htm)] | | Separation 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 |

| [removed: [10.40](http://www.sec.gov/Archives/edgar/data/906345/000091577305000007/paulsensepagreement.htm)] [added: [10.44](http://www.sec.gov/Archives/edgar/data/906345/000091577305000007/paulsensepagreement.htm)] | | Separation Agreement, dated as of February 28, 2005, between Camden Property Trust and William F. Paulsen | | Exhibit 99.2 to Form 8-K filed on April 28, 2005 |

| [removed: [10.41](http://www.sec.gov/Archives/edgar/data/906345/000095012310070420/c03726exv10w4.htm)] [added: [10.45](http://www.sec.gov/Archives/edgar/data/906345/000095012310070420/c03726exv10w5.htm)] | | [added: Form of] Master Credit [added: Facility] Agreement, dated as of [removed: September 24, 2008,] [added: April 17, 2009,] among [removed: CSP] [added: Summit Russett, LLC, 2009 CPT] Community Owner, LLC, [removed: CPT] [added: 2009 CUSA] Community Owner, LLC, [added: 2009 CSP Community Owner LLC,] and [added: 2009 COLP Community Owner, LLC, as borrowers, Camden Property Trust, as guarantor, and] Red Mortgage Capital, [removed: Inc.] [added: Inc., as lender] (3) | | Exhibit [removed: 10.4] [added: 10.5] to Form 10-Q filed on July 30, 2010 |

| [removed: [10.43](http://www.sec.gov/Archives/edgar/data/906345/000090634517000031/exhibit11jefferies_distrib.htm)] [added: [10.46](http://www.sec.gov/Archives/edgar/data/906345/000090634517000031/exhibit11jefferies_distrib.htm)] | | Distribution Agency Agreement, dated May 15, 2017, between Camden Property Trust and Jefferies LLC | | Exhibit 1.1 to Form 8-K filed on May 16, 2017 |

| [removed: [10.44](http://www.sec.gov/Archives/edgar/data/906345/000090634517000031/exhibit12jpmorgan_distribu.htm)] [added: [10.47](http://www.sec.gov/Archives/edgar/data/906345/000090634517000031/exhibit12jpmorgan_distribu.htm)] | | Distribution Agency Agreement, dated May 15, 2017, between Camden Property Trust and J.P. Morgan Securities LLC | | Exhibit 1.2 to Form 8-K filed on May 16, 2017 |

| [removed: [10.45](http://www.sec.gov/Archives/edgar/data/906345/000090634517000031/exhibit13baml_distribution.htm)] [added: [10.48](http://www.sec.gov/Archives/edgar/data/906345/000090634517000031/exhibit13baml_distribution.htm)] | | Distribution Agency Agreement, dated May 15, 2017, between Camden Property Trust and Merrill Lynch, Pierce, Fenner & Smith Incorporated | | Exhibit 1.3 to Form 8-K filed on May 16, 2017 |

| [removed: [10.46](http://www.sec.gov/Archives/edgar/data/906345/000090634517000031/exhibit14suntrust_distribu.htm)] [added: [10.49](http://www.sec.gov/Archives/edgar/data/906345/000090634517000031/exhibit14suntrust_distribu.htm)] | | Distribution Agency Agreement, dated May 15, 2017, between Camden Property Trust and SunTrust Robinson Humphrey, Inc. | | Exhibit 1.4 to Form 8-K filed on May 16, 2017 |

| [removed: [10.47](http://www.sec.gov/Archives/edgar/data/906345/000090634517000031/exhibit15wellsfargo_distri.htm)] [added: [10.50](http://www.sec.gov/Archives/edgar/data/906345/000090634517000031/exhibit15wellsfargo_distri.htm)] | | Distribution Agency Agreement, dated May 15, 2017, between Camden Property Trust and Wells Fargo Securities, LLC | | Exhibit 1.5 to Form 8-K filed on May 16, 2017 |

| [removed: [10.48](http://www.sec.gov/Archives/edgar/data/906345/000090634515000031/exhibit991locamendment.htm)] [added: [10.51](http://www.sec.gov/Archives/edgar/data/906345/000090634515000031/exhibit991locamendment.htm)] | | Second Amended and Restated Credit Agreement dated as of August 7, 2015 among Camden Property Trust, Bank of America, N.A., as Administrative Agent, JPMorgan Chase Bank, N.A., as Syndication Agent, Deutsche Bank Securities Inc., PNC Bank National Association, Regions Bank, SunTrust Bank, The Bank of Nova Scotia, U.S. Bank National Association, and Wells Fargo Bank, National Association, as Documentation Agents, Branch Banking and Trust Company, Credit Suisse AG, Cayman Islands Branch, and The Bank of Tokyo-Mitsubishi UFJ, LTD., as Managing Agents, and the other lenders party thereto, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, and J.P. Morgan Securities LLC, as Joint Lead Arrangers and Joint Bookrunners | | Exhibit 99.1 to Form 8-K filed on August 11, 2015 |

| [removed: [21.1](https://www.sec.gov/Archives/edgar/data/906345/000090634518000007/cpt12312017-ex211.htm)] [added: [21.1](https://www.sec.gov/Archives/edgar/data/906345/000090634519000006/cpt12312018-ex211.htm)] | | List of Significant Subsidiaries | | Filed Herewith |

| [removed: [23.1](https://www.sec.gov/Archives/edgar/data/906345/000090634518000007/cpt12312017-ex231.htm)] [added: [23.1](https://www.sec.gov/Archives/edgar/data/906345/000090634519000006/cpt12312018-ex231.htm)] | | Consent of Deloitte & Touche LLP | | Filed Herewith |

| [removed: [24.1](https://www.sec.gov/Archives/edgar/data/906345/000090634518000007/cpt12312017-ex241.htm)] [added: [24.1](https://www.sec.gov/Archives/edgar/data/906345/000090634519000006/cpt12312018-ex241.htm)] | | Powers of Attorney for Heather J. Brunner, Scott S. Ingraham, Renu Khator, William B. McGuire, Jr., William F. Paulsen, Frances Aldrich Sevilla-Sacasa, Steven A. Webster, and Kelvin R. Westbrook | | Filed Herewith |

| [removed: [31.1](https://www.sec.gov/Archives/edgar/data/906345/000090634518000007/cpt12312017ex311.htm)] [added: [31.1](https://www.sec.gov/Archives/edgar/data/906345/000090634519000006/cpt12312018ex311.htm)] | | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act | | Filed Herewith |

| [removed: [31.2](https://www.sec.gov/Archives/edgar/data/906345/000090634518000007/cpt12312017ex312.htm)] [added: [31.2](https://www.sec.gov/Archives/edgar/data/906345/000090634519000006/cpt12312018ex312.htm)] | | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act | | Filed Herewith |

| [removed: [32.1](https://www.sec.gov/Archives/edgar/data/906345/000090634518000007/cpt12312017ex321.htm)] [added: [32.1](https://www.sec.gov/Archives/edgar/data/906345/000090634519000006/cpt12312018ex321.htm)] | | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | Filed Herewith |

| [4.5](http://www.sec.gov/Archives/edgar/data/906345/000119312518293179/d614979dex44.htm) | | Third Supplemental Indenture dated as of October 4, 2018 between the Company and U.S. Bank National Association, as successor to SunTrust Bank, as Trustee | | Exhibit 4.4 to Form 8-K filed on October 4, 2018 |

| [10.25](http://www.sec.gov/Archives/edgar/data/906345/000090634518000022/ex992-2018espp.htm) | | Camden Property Trust 2018 Employee Share Purchase Plan | | Exhibit 99.2 to Form 8-K filed on May 17, 2018 |

| [10.32](http://www.sec.gov/Archives/edgar/data/906345/000090634518000022/ex991-2018shareincentivepl.htm) | | Camden Property Trust 2018 Share Incentive Plan, effective as of May 17, 2018 | | Exhibit 99.1 to Form 8-K filed on May 17, 2018 |

| [10.35](https://www.sec.gov/Archives/edgar/data/906345/000090634519000006/cpt12312018-ex1035.htm) | | Amended and Restated Camden Property Trust Non-Qualified Deferred Compensation Plan | | Filed Herewith |

| [10.38](http://www.sec.gov/Archives/edgar/data/906345/000110465918057206/a18-30110_1ex99d1.htm) | | Agreement, dated as of September 14, 2018, among William F. Paulsen, the 2014 Amended and Restated William B. McGuire Junior Revocable Trust, David F. Tufaro, McGuire Family DE 2012 LP, William B. McGuire, Jr., Susanne H. McGuire, Camden Property Trust, Camden Summit, Inc. and Camden Summit Partnership, L.P. | | Exhibit 99.1 to Form 8-K filed by Camden Property Trust on September 17, 2018 (File No. 1-12110) |

| | | | | |

| | | | | |

| | | | | |

| [10.42](http://www.sec.gov/Archives/edgar/data/906345/000095012310070420/c03726exv10w5.htm) | | Form 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 (3) | | Exhibit 10.5 to Form 10-Q filed on July 30, 2010 |

| [12.1](https://www.sec.gov/Archives/edgar/data/906345/000090634518000007/cpt12312017-ex121.htm) | | Statement Regarding Computation of Ratios | | Filed Herewith |

| February [removed: 16, 2018] [added: 15, 2019] | | | | CAMDEN PROPERTY TRUST | | |

| /s/ Richard J. Campo | | Chairman of the Board of Trust | | February [removed: 16, 2018] [added: 15, 2019] |

| /s/ D. Keith Oden | | President and Trust Manager | | February [removed: 16, 2018] [added: 15, 2019] |

| /s/ Alexander J. Jessett | | Executive Vice President - Finance, | | February [removed: 16, 2018] [added: 15, 2019] |

| /s/ Michael P. Gallagher | | Senior Vice President - Chief Accounting | | February [removed: 16, 2018] [added: 15, 2019] |

| Heather J. Brunner | | Trust Manager | | February [removed: 16, 2018] [added: 15, 2019] |

| Scott S. Ingraham | | Trust Manager | | February [removed: 16, 2018] [added: 15, 2019] |

| Renu Khator | | Trust Manager | | February [removed: 16, 2018] [added: 15, 2019] |

| William B. McGuire, Jr. | | Trust Manager | | February [removed: 16, 2018] [added: 15, 2019] |

| William F. Paulsen | | Trust Manager | | February [removed: 16, 2018] [added: 15, 2019] |

| Frances Aldrich Sevilla-Sacasa | | Trust Manager | | February [removed: 16, 2018] [added: 15, 2019] |

| Steven A. Webster | | Trust Manager | | February [removed: 16, 2018] [added: 15, 2019] |

| Kelvin R. Westbrook | | Trust Manager | | February [removed: 16, 2018] [added: 15, 2019] |

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

We have audited the accompanying consolidated balance sheets of Camden Property Trust and subsidiaries (the [removed: “Company”)] [added: "Company")] as of December 31, [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] the related consolidated statements of income and comprehensive income, equity, and cash flows, for each of the three years in the period ended December 31, [removed: 2017,] [added: 2018,] and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2017,] [added: 2018,] in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, [removed: 2017,] [added: 2018,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February [removed: 16, 2018,] [added: 15, 2019,] expressed an unqualified opinion on the Company's internal control over financial reporting.

| (in thousands, except per share amounts) | [added: 2018 | | | |] 2017 | | | | 2016 | | |

| Land | $ | [removed: 1,021,031] [added: 1,098,526] | | | $ | [removed: 967,375] [added: 1,021,031] | |

| Buildings and improvements | [removed: 6,269,481] [added: 6,935,971] | | | | [removed: 5,967,023] [added: 6,269,481] | | |

| Accumulated depreciation | [removed: (2,118,839] [added: (2,403,149] | | ) | | [removed: (1,890,656] [added: (2,118,839] | | ) |

| Net operating real estate assets | $ | [removed: 5,171,673] [added: 5,631,348] | | | $ | [removed: 5,043,742] [added: 5,171,673] | |

| Properties under development, including land | [removed: 377,231] [added: 293,978] | | | | [removed: 442,292] [added: 377,231] | | |

| Investments in joint ventures | [removed: 27,237] [added: 22,283] | | | | [removed: 30,254] [added: 27,237] | | |

| Total real estate assets | $ | [removed: 5,576,141] [added: 5,947,609] | | | $ | [removed: 5,516,288] [added: 5,576,141] | |

| Accounts receivable – affiliates | [removed: 24,038] [added: 22,920] | | | | [removed: 24,028] [added: 24,038] | | |

| Other assets, net | [removed: 195,764] [added: 205,454] | | | | [removed: 142,010] [added: 195,764] | | |

| [removed: Short-term] [added: Purchase of short-term] investments | — | | | | [removed: 100,000] [added: —] | | | [added: | (100,000 | | ) |]

| Cash and cash equivalents | [added: $ | 34,378 | | | $ |] 368,492 | | | [added: $] | 237,364 | | [removed: |]

| Restricted cash | [added: 9,225 | | | |] 9,313 | | | | 8,462 | | |

| Total assets | $ | [removed: 6,173,748] [added: 6,219,586] | | | $ | [removed: 6,028,152] [added: 6,173,748] | |

| Unsecured | $ | [removed: 1,338,628] [added: 1,836,427] | | | $ | [removed: 1,583,236] [added: 1,338,628] | |

| Secured | [removed: 865,970] [added: 485,176] | | | | [removed: 897,352] [added: 865,970] | | |

| Accounts payable and accrued expenses | [removed: 128,313] [added: 146,866] | | | | [removed: 137,813] [added: 128,313] | | |

| Accrued real estate taxes | [removed: 51,383] [added: 54,358] | | | | [removed: 49,041] [added: 51,383] | | |

| Distributions payable | [removed: 72,943] [added: 74,982] | | | | [removed: 69,161] [added: 72,943] | | |

| Other liabilities | [removed: 154,567] [added: 183,999] | | | | [removed: 118,959] [added: 154,567] | | |

| Total liabilities | $ | [removed: 2,611,804] [added: 2,781,808] | | | $ | [removed: 2,855,562] [added: 2,611,804] | |

| Commitments and contingencies (Note [removed: 14)] [added: 15)] | | | | | | | |

| Non-qualified deferred compensation share awards | [removed: 77,230] [added: 52,674] | | | | [removed: 77,037] [added: 77,230] | | |

| February 15, 2019 |

| (in thousands, except per share amounts) | 2018 | | | | 2017 | | |

| | $ | 8,034,497 | | | $ | 7,290,512 | |

| Income from continuing operations | $ | 160,694 | | | $ | 200,860 | | | $ | 455,384 | |

| Less income allocated to non-controlling interests from continuing operations | (4,566 | | ) | | (4,438 | | ) | | (18,403 | | ) |

| Net income | $ | 160,694 | | | $ | 200,860 | | | $ | 838,226 | |

| Less income allocated to non-controlling interests from continuing operations | (4,566 | | ) | | (4,438 | | ) | | (18,403 | | ) |

| Equity, December 31, 2017 | $ | 1,028 | | | $ | 4,137,161 | | | $ | (368,703 | ) | | $ | (364,066 | ) | | $ | (57 | ) | | $ | 79,351 | | | $ | 3,484,714 | |

| Net income | | | | | | | | | 156,128 | | | | | | | | | | | | 4,566 | | | | 160,694 | | |

| Net share awards | | | | | 13,720 | | | | | | | | 7,961 | | | | | | | | | | | | 21,681 | | |

| Common shares repurchased | | | | | | | | | | | | | (253 | | ) | | | | | | | | | | (253 | | ) |

| Conversions/redemptions of operating partnership units (2 shares) | | | | | (9,781 | | ) | | | | | | | | | | | | | | (4,634 | | ) | | (14,415 | | ) |

| Cash distributions declared to equity holders ($3.08 per share) | | | | | | | | | (294,505 | | ) | | | | | | | | | | (5,602 | | ) | | (300,107 | | ) |

| Other | 3 | | | | (176 | | ) | | | | | | | | | | | | | | | | | | (173 | | ) |

| Equity, December 31, 2018 | $ | 1,031 | | | $ | 4,154,763 | | | $ | (495,496 | ) | | $ | (355,804 | ) | | $ | 6,929 | | | $ | 73,681 | | | $ | 3,385,104 | |

| Net income | $ | 160,694 | | | $ | 200,860 | | | $ | 838,226 | |

| Depreciation and amortization | 300,946 | | | | 263,974 | | | | 250,146 | | |

| Receipts for settlement of forward interest rate swaps | 15,905 | | | | — | | | | — | | |

| Increase in non-real estate assets | (14,503 | | ) | | (5,128 | | ) | | (2,580 | | ) |

| Decrease (increase) in notes receivable | 9,475 | | | | (1,988 | | ) | | (4,063 | | ) |

| Other | 2,046 | | | | (2,187 | | ) | | 3,161 | | |

| Proceeds from notes payable | 495,545 | | | | — | | | | — | | |

| Repurchase of common shares and redemption of units | (14,668 | | ) | | — | | | | — | | |

As of December 31, 2018, two of our consolidated operating partnerships are VIEs.

We hold the sole 1% general partnership interest in each of these consolidated operating partnership VIEs.

During the year ended December 31, 2018, certain unit holders of one of these consolidated operating partnerships redeemed their operating partnership units in exchange for cash consideration of approximately $14.4 million, and as of December 31, 2018, we held approximately 95% of the outstanding common limited partnership units.

We held approximately 92% of the outstanding common limited partnership units of the other consolidated operating partnership as of December 31, 2018.

We recognized revenue of approximately $0.2 million related to net below market leases for the year ended December 31, 2018, and did not recognize any revenue related to net below market leases for the year ended December 31, 2017.

transactions.

spreads, to evaluate the likelihood of default.

Long-lived assets such as the land, real estate asset, and in-place leases acquired with an operating property are measured in the form of cash received unless otherwise noted.

See Note 3, "Revenues," for further discussion.

Notes Receivable.

We have one note receivable included in Other assets, net in our consolidated balance sheets, relating to a real estate secured loan to an unaffiliated third party.

During 2018, we received payments of approximately $9.5 million in principal and approximately $0.5 million in interest on this note which matures on October 1, 2025.

s of December 31, 2018 or 2017.

In October 2018, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update 2018-16 ("ASU 2018-16"), "Derivatives and Hedging (Topic 815): Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes." ASU 2018-16 permits the use of the overnight index swap rate based on the Secured Overnight Financing Rate to be used as a U.S. benchmark interest rate for hedge accounting purposes.

ASU 2018-16 is effective for public entities which have already adopted ASU 2017-12 beginning after December 31, 2018.

Since we already adopted ASU 2017-12, we adopted ASU 2018-16 as of January 1, 2019 with no impact on our existing hedges.

We will consider these changes for qualifying new or redesignated hedging relationships entered into in the future.

| February 16, 2018 |

F-1

| | | | | | | | |

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

| | $ | 7,290,512 | | | $ | 6,934,398 | |

F-2

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

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

F-3

F-4

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

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

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

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

| Purchase of noncontrolling interest | | | | | (9,480 | | ) | | | | | | | | | | | | | | (20 | | ) | | (9,500 | | ) |

| Other | | | | | (104 | | ) | | | | | | | | | | | | | | | | | | (104 | | ) |

| Purchase of non-controlling interests | | | | | | | | | | | | | | | | | | | | | — | | | | — | | |

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

F-5

| Conversion of operating partnership units (3 shares) | | | | | 117 | | | | | | | | | | | | | | | | (117 | | ) | | — | | |

F-6

| Maturity of short-term investments | 100,000 | | | | — | | | | — | | |

| Other | (9,303 | | ) | | (3,482 | | ) | | (12,705 | | ) |

F-7

| Purchase of non-controlling interest | — | | | | — | | | | (9,500 | | ) |

F-8

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.

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.

During the year ended December 31,2015, we recognized revenues related to below market leases of approximately $0.1 million and amortization expense related to in-place leases of approximately $0.5 million.

F-9

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F-10