Camden Property Trust (CPT) 10-K risk factor changes: FY2019 vs FY2018

[removed: Risks] [added: Risks] Associated with Capital Markets, Credit Markets, and Real [removed: Estate][added: Estate]

[removed: Volatility] [added: Volatility] in capital and credit markets, or other unfavorable changes in economic conditions, either nationally or regionally in one or more of the markets in which we operate, could adversely impact [removed: us.][added: us.]

[removed: Short-term] [added: Short-term] leases expose us to the effects of declining market [removed: rents.][added: rents.]

[removed: Competition] [added: Competition] could limit our ability to lease apartments or increase or maintain rental [removed: income.][added: income.]

[removed: We] [added: We] face risks associated with land holdings and related [removed: activities.][added: activities.]

[removed: Risks] [added: Risks] Associated with Our [removed: Operations][added: Operations]

[removed: Development,] [added: Development,] redevelopment and construction risks could impact our [removed: profitability.][added: profitability.]

In [removed: 2019,] [added: 2020,] we expect to incur costs between approximately [removed: $205] [added: $220] million and [removed: $225] [added: $240] million related to the construction of [removed: six] [added: seven] consolidated projects.

Additionally, during [removed: 2019,] [added: 2020,] we expect to incur costs between approximately [removed: $95] [added: $65] million and [removed: $105] [added: $75] million related to the start of new development activities, between approximately [removed: $46] [added: $52] million and [removed: $50] [added: $56] million related to repositions and revenue [removed: enhancing expenditures of existing properties and between approximately $25 million and $33 million in extensive redevelopment expenditures of existing properties.]

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

These investments involve risks, including, but not limited to, the possibility the other joint venture partner [removed: may:] [added: may] have business goals which are inconsistent with ours, possess the ability to take or force action or withhold consent contrary to our requests, or become insolvent and require us to assume and fulfill the joint venture’s financial obligations.

As of December 31, [removed: 2018,] [added: 2019,] we had two discretionary investment [removed: funds] [added: funds,] and in March 2015, we completed the formation of a third fund with an unaffiliated third party [removed: and it] [added: which] did not own any properties in [added: 2019,] 2018, [removed: 2017,] or [removed: 2016.][added: 2017.]

[removed: Competition] [added: Competition] could adversely affect our ability to acquire [removed: properties.][added: properties.]

[removed: Our] [added: Our] acquisition strategy may not produce the cash flows [removed: expected.][added: expected.]

[removed: Failure] [added: Failure] to qualify as a REIT could have adverse [removed: consequences.][added: consequences.]

[removed: | • |] [added: This may also impair] our ability to expand our business and raise capital [removed: would be impaired,] which may adversely affect the value of our common shares. [removed: |]

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

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

Future changes in tax laws, including to [removed: the] administrative [removed: interpretations thereof or to the] [added: interpretations,] enacted tax rates, or new pronouncements relating to accounting for income [removed: taxes,] [added: taxes] could adversely affect us in a number of ways, including making it more difficult or more costly for us to qualify as a REIT.

[removed: Litigation] [added: Litigation] risks could affect our [removed: business.][added: business.]

[removed: Damage] [added: Damage] from catastrophic weather and other natural events could result in [removed: losses.][added: losses.]

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

[removed: We are in the process] [added: The implementation] of [removed: implementing a] [added: future enhancements to our] new enterprise resource planning system [removed: and problems with the design or implementation of this system] could interfere with our business and [removed: operations.][added: operations.]

[removed: The new] [added: This] ERP system [removed: will maintain] [added: maintains our] books and records, [removed: record transactions] [added: records transactions,] and [removed: provide] [added: provides] important information [removed: of] [added: relating to] the operations of our business to our management.

The implementation of [removed: the new] [added: this] 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, [removed: implementation] issues may arise during the [removed: course] [added: implementation] of [removed: implementation, and it is possible we] [added: future enhancements which] may [removed: experience] [added: result in operational or financial reporting] delays, increased costs [removed: and] [added: or] other difficulties not presently contemplated.

Any disruptions, delays or deficiencies in the design and implementation of [added: future enhancements to] the [removed: new] ERP system could have a materially adverse [removed: affect] [added: effect] on our financial condition and results of operations.

[removed: A] [added: A] cybersecurity incident and other technology disruptions could negatively impact our [removed: business.][added: business.]

[removed: Risks] [added: Risks] Associated with Our Indebtedness and [removed: Financing][added: Financing]

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

As of December 31, [removed: 2018,] [added: 2019,] we had outstanding debt of approximately [removed: $2.3] [added: $2.5] billion.

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

[removed: A default in these provisions, if uncured,] could require us to repay the indebtedness before the scheduled maturity date, which could adversely affect our liquidity and increase our financing costs.

[removed: Insufficient] [added: Insufficient] cash flows could limit our ability to make required payments for debt obligations or pay distributions to [removed: shareholders.][added: shareholders.]

| • | changes in market rents; [removed: and] |

| • | increases in operating [removed: expenses.] [added: expenses; and] |

[removed: Issuances] [added: Issuances] of additional debt may adversely impact our financial [removed: condition.][added: condition.]

[removed: We] [added: We] may be unable to renew, repay, or refinance our outstanding [removed: debt.][added: debt.]

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

[removed: We] [added: We] may be adversely affected by changes in LIBOR reporting practices or the method in which LIBOR is [removed: determined.][added: determined.]

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enhancing expenditures of existing properties and between approximately $16 million and $20 million in extensive redevelopment expenditures of existing properties.

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Changes in rent control or rent stabilization laws and regulations could adversely affect our operations and property values.

Certain states and local municipalities have recently adopted rent control or rent stabilization laws and regulations, imposing restrictions on amounts of rent increases which may be charged based solely on market conditions.

There are a number of additional states and local municipalities in which we operate also considering or being urged by advocacy groups to consider imposing rent control or rent stabilization laws and regulations.

Such laws and regulations could limit our ability to increase rents, charge certain fees, evict residents, or recover increases in our operating expenses and could make it more difficult to dispose of properties in certain circumstances.

The terms of laws and regulations recently enacted, future laws and regulations which may be enacted, as well as any lawsuits against the Company arising from such issues, could have a significant adverse impact on our results of operations and could reduce the value of our operating properties.

If we fail to qualify as a REIT in any taxable year, we may be subject to federal and state income taxes for such year.

In addition, we may not be able to requalify as a REIT for the four subsequent taxable years and may be subject to federal and state income taxes in those years as well.

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We have completed the first phase of a multi-year implementation of an enterprise resource planning (ERP) system which replaced our previous financial accounting system.

A default in these provisions, if uncured,

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| • | changes in governmental regulations such as rent control or stabilization laws regulating rental housing. |

It is unclear whether LIBOR will continue to be calculated or published as a reference rate/benchmark after 2021.

To address the potential for LIBOR’s cessation, the Federal Reserve Board and the Federal Reserve Bank of New York (FRBNY), in coordination with multiple other regulators and large industry participants, convened the Alternative Reference Rates Committee (“ARRC”).

The ARRC has identified the Secured Overnight Financing Rate (SOFR) as the preferred successor rate for LIBOR.

We are closely monitoring the progress of the phase-out of LIBOR and incorporating relatively standardized fallback language into our LIBOR-indexed debt documents for transitioning to an alternative index (which is defined to be the index that becomes generally used by lenders and other market participants) and a spread adjustment mechanism to prevent lenders from receiving a lower rate upon transition.

There is significant uncertainty with respect to how the phase-out will be implemented and what alternative index will be adopted, which will ultimately be determined by the market as a whole.

It therefore remains uncertain how such changes will be implemented and the effects such changes would have on us and the financial markets generally.

These changes may have a material adverse impact on the availability of financing and on our financing costs.

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

| | |

| --- | --- |

| | |

| --- | --- |

| | |

| --- | --- |

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

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

Through their lender originator networks, Fannie Mae and Freddie Mac are 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 borrowings.

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

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

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

For any taxable year we fail to qualify as a REIT and do not qualify under statutory relief provisions:

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

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

in December 2017.

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.

| • | if a property is mortgaged to secure payment of indebtedness, and if we are unable to meet our mortgage obligations, we could sustain a loss as a result of foreclosure on the mortgaged property; |

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

Foreclosures could also create taxable income without accompanying cash proceeds, thereby hindering our ability to meet the REIT distribution requirements of the Code.

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.

We have mortgage debt with varying interest rates dependent upon various market indexes.

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

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

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

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

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

| [removed: •] [added: *•*] | Development, redevelopment and construction risks could impact our profitability; |

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

| • | [removed: We are in the process] [added: The implementation] of [removed: implementing a] [added: future enhancements to our] new enterprise resource planning system [removed: and problems with the design or implementation of this system] could interfere with our business and operations; |

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

| [removed: •] [added: •] | Our share price will fluctuate; and |

[removed: Executive Summary][added: Executive Summary]

As of December 31, [removed: 2018,] [added: 2019,] we owned interests in, operated, or were developing [removed: 167] [added: 172] multifamily properties comprised of [removed: 56,858] [added: 58,315] apartment homes across the United States as detailed in the following Property Portfolio table.

[removed: Property Operations][added: *Property Operations*]

Our results for the year ended December 31, [removed: 2018] [added: 2019] reflect an increase in same store revenues of [removed: 3.2%] [added: 3.7%] as compared to [removed: 2017.][added: 2018.]

These increases were [added: primarily] due to higher average rental [removed: rates,] [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 rates.

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

We also believe U.S. economic and employment growth are likely to continue during [removed: 2019] [added: 2020] and the supply of new multifamily homes will likely remain at manageable levels.

If economic conditions were to [removed: worsen,] [added: worsen or any of these factors were to adversely change,] our operating results could be adversely affected.

[removed: Construction Activity][added: *Construction Activity*]

[removed: As of December 31, 2018, we] [added: We] estimate the additional cost to complete the construction of the [removed: six] [added: seven consolidated] projects to be approximately [removed: $335.2] [added: $358.6] million.

[removed: Acquisitions][added: *Acquisitions*]

[removed: Operating properties:] During the year ended December 31, [removed: 2018 we acquired the following] [added: 2019, stabilization was achieved at three consolidated] operating [removed: properties:][added: properties as follows:]

[removed: | • |] In [removed: September 2018,] [added: May 2019,] we acquired one operating property comprised of [removed: 299] [added: 326] apartment homes located in [removed: Orlando, Florida,] [added: Austin, Texas] for approximately [removed: $89.8] [added: $120.4] million. [removed: |]

[removed: | • |] In February [removed: 2018,] [added: 2019,] we acquired one operating property comprised of [removed: 333] [added: 316] apartment homes located in [removed: Orlando, Florida,] [added: Scottsdale, Arizona] for approximately [removed: $81.4] [added: $97.1] million. [removed: |]

[removed: Dispositions][added: *Dispositions*]

[removed: Future Outlook][added: *Future Outlook*]

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

As of December 31, [removed: 2018,] [added: 2019,] we had approximately [removed: $34.4] [added: $23.2] million in cash and cash equivalents, and [removed: $634.9] [added: $847.1] million available under our [removed: $645.0] [added: $900.0] million unsecured credit [removed: facilities.][added: facility.]

As of the date of this filing, we had common shares having an aggregate offering price of up to [removed: $312.8] [added: $287.7] million remaining available for sale under [removed: our] [added: the] 2017 ATM program.

We believe we are well-positioned with a strong balance sheet and sufficient liquidity to [removed: cover near-term debt maturities and] [added: fund] new development, redevelopment, and other capital funding requirements.

| | [removed: December] [added: December] 31, [removed: 2018] [added: 2019] | | | | | | [removed: December] [added: December] 31, [removed: 2017] [added: 2018] | | | | |

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

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

| Houston, Texas | [removed: 8,749] [added: 9,301] | | | [removed: 25] [added: 26] | | | [removed: 8,434] [added: 8,749] | | | [removed: 24] [added: 25] | |

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

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

| Austin, Texas | [removed: 3,360] [added: 3,686] | | | [removed: 10] [added: 11] | | | 3,360 | | | 10 | |

| Charlotte, North Carolina | [removed: 3,076] [added: 3,104] | | | [removed: 13] [added: 14] | | | 3,076 | | | 13 | |

| Raleigh, North Carolina | [removed: 3,054] [added: 3,240] | | | [removed: 8] [added: 9] | | | 3,054 | | | 8 | |

| Phoenix, Arizona | [removed: 2,929] [added: 3,686] | | | [removed: 10] [added: 12] | | | 2,929 | | | 10 | |

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

| Corpus Christi, Texas | [removed: 902] [added: —] | | | [removed: 3] [added: —] | | | 902 | | | 3 | |

| [removed: Total] [added: Total] Operating [removed: Properties] [added: Properties] | [removed: 55,160] [added: 56,107] | | | [removed: 161] [added: 164] | | | [removed: 53,033] [added: 55,160] | | | [removed: 155] [added: 161] | |

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

| Phoenix, Arizona | [removed: 441] [added: 343] | | | 1 | | | 441 | | | 1 | |

Discussion of our year-to-date comparisons between 2019 and 2018 is presented below.

Year-to-date comparisons between 2018 and 2017 can be found in "Part II.

Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018.

| • | Changes in rent control or rent stabilization laws and regulations could adversely affect our operations and property values; |

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*Consolidated Results*

The approximately $63.5 million, or 40.7% increase was primarily due to an increase from property operations relating to our existing operating, newly developed and acquired operating communities.

The increase also related to gains recognized on dispositions in 2019, including two consolidated operating properties and our proportionate share of one operating property by one of our unconsolidated joint ventures.

These increases were partially offset by an increase in depreciation expense and a loss on early retirement of debt.

At December 31, 2019, we had a total of eight projects under construction to be comprised of 2,208 apartment homes, including one development project to be comprised of 234 apartment homes owned by one of our unconsolidated discretionary investment funds in which we have a 31.3% ownership interest.

Initial occupancies of these eight projects are currently scheduled to occur within the next 24 months.

*Operating properties:* In December 2019, we acquired one operating property comprised of 186 apartment homes in Raleigh, North Carolina for approximately $75.1 million, and one operating property comprised of 552 apartment homes in Houston, Texas for approximately $147.2 million.

*Land:* In connection with the acquisition of the operating property in Houston, Texas in December 2019, we acquired approximately 2.3 acres of land adjacent to the operating property for approximately $8.0 million for the future development of

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approximately 300 apartment homes.

In May 2019, we acquired approximately 11.6 acres of land in Tempe, Arizona for approximately $18.0 million for the future development of approximately 400 apartment homes.

In April 2019, we acquired approximately 4.3 acres of land in Charlotte, North Carolina for approximately $10.9 million for the future development of approximately 400 apartment homes.

In January 2020, we acquired 4.9 acres of land in Raleigh, North Carolina for approximately $18.2 million for the future development of approximately 355 apartment homes.

*Sale of Operating Properties:* During the year ended December 31, 2019, we sold our remaining three operating properties in Corpus Christi, Texas.

The operating properties sold included two consolidated communities comprised of 632 apartment homes and one joint venture community with 270 apartment homes.

The total net proceeds from the disposition of the two consolidated communities was approximately $69.4 million and we recognized a gain of approximately $49.9 million.

The proceeds from the disposition of the one property owned through the unconsolidated joint venture was approximately $38.5 million and our portion of the gain of approximately $6.2 million was recognized in equity in income of joint ventures.

| • | In February 2019, we issued approximately 3.4 million common shares in an underwritten equity offering and received approximately $328.4 million in net proceeds. |

| • | In March 2019, we amended and restated our $600 million unsecured credit facility to, among other things, extend the maturity date from August 2019 to March 2023, with two options to further extend the facility at our election for two additional six-month periods, and increased the facility from $600 million to $900 million, which may be expanded three times by up to an additional $500 million upon satisfaction of certain conditions. |

| • | In February and March 2019, we repaid a total of approximately $439.3 million of secured conventional mortgage debt. |

| • | In June 2019, we issued $600 million of senior unsecured notes due July 1, 2029 under our existing shelf registration statement. |

| • | In October 2019, we issued $300 million of senior unsecured notes due November 1, 2049 under our existing shelf registration statement. |

| • | In October 2019, we redeemed all of our 4.78% $250 million Senior Notes due 2021 and prepaid our 4.38% $45.3 million secured mortgage notes due 2045. In connection with these transactions, we recorded an approximate $12 million loss on early retirement of debt. |

| • | In 2019, we issued approximately 0.2 million shares under our 2017 ATM program and received approximately $24.8 million in net proceeds. |

Additionally, as of December 31, 2019 and through the date of this filing, 100% of our consolidated properties were unencumbered.

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| Southeast Florida | 269 | | | 1 | | | — | | | — | |

| San Diego/Inland Empire, California | 132 | | | 1 | | | — | | | — | |

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| *(2)* | *Includes a property under construction owned by one of the Funds. See Communities Under Construction below for details.* |

| *Phoenix, AZ* | 441 | | | $ | 98.8 | | | 75 | % | | 1Q19 | | 2Q20 |

| Camden Grandview II | | | | | | | | | | | | | |

| *Charlotte, NC* | 28 | | | 22.5 | | | | 93 | % | | 1Q19 | | 1Q20 |

| Consolidated total | 469 | | | $ | 121.3 | | | | | | | | |

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

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

At December 31, 2018, we had six projects under construction comprised of 1,698 apartment homes, with stabilization expected to be completed within the next 42 months.

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

We believe scheduled payments of debt in 2019 are manageable at $437.3 million, which represents approximately 18.8% of our total outstanding debt, and includes the amortization of debt discounts and debt issuance costs, net of scheduled principal payments of approximately $1.8 million.

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

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

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

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

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

| Washington, D.C. Metro | — | | | — | | | 822 | | | 2 | |

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

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

During the year ended December 31, 2018, stabilization was achieved at one consolidated operating property as follows:

| Camden NoMa II | | | | | | |

| Washington, D.C. | 405 | | | 2Q17 | | 4Q18 |

At December 31, 2018, we had six consolidated properties in various stages of construction as follows:

| Camden North End I Phoenix, AZ (1) | 441 | | | $ | 105.0 | | | $ | 95.9 | | | $ | 14.6 | | | 1Q19 | | 2Q20 |

| Camden Grandview II Charlotte, NC (2) | 28 | | | 21.0 | | | | 21.3 | | | | 11.1 | | | | 1Q19 | | 2Q19 |

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

| (1) | Property in lease-up and was 54% leased at January 30, 2019. |

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

| Phoenix, AZ | | | | | | | | | | | |

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

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

| Camden Atlantic | | 269 | | | 90.0 | | | | 16.7 | | |

| Plantation, FL | | | | | | | | | | | |

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

| | 2018 | | | | 2017 | | | | 2016 | | |

| (1) | Our one student housing community, which was sold in December 2017, is excluded from this calculation. |

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

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

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

| Less: Income from discontinued operations | | — | | | | — | | | | (7,605 | | ) |

| Less: Gain on sale of discontinued operations, net of tax | | — | | | | — | | | | (375,237 | | ) |

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

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

The table below summarizes our debt as of December 31, [removed: 2018] [added: 2019] and [removed: 2017:][added: 2018:]

| | [removed: December] [added: December] 31, [removed: 2018] [added: 2019] | | | | | | | | | | | | | [removed: December] [added: December] 31, [removed: 2017] [added: 2018] | | | | | | | | | | | |

| | [removed: Amount (in millions)] [added: Amount (in millions)] | | | | [removed: Weighted Average Maturity (in years)] [added: Weighted Average Maturity (in years)] | | | [removed: Weighted Average Interest Rate] [added: Weighted Average Interest Rate] | | | [removed: % Of Total] [added: % Of Total] | | | [removed: Amount (in millions)] [added: Amount (in millions)] | | | | [removed: Weighted Average Maturity (in years)] [added: Weighted Average Maturity (in years)] | | | [removed: Weighted Average Interest Rate] [added: Weighted Average Interest Rate] | | | [removed: % Of Total] [added: % Of Total] | |

| [removed: Fixed] [added: Fixed] rate [removed: debt] [added: debt] | $ | [removed: 2,222.0] [added: 2,380.4] | | | [removed: 5.0] [added: 9.3] | | | [removed: 4.3] [added: 3.8] | % | | [removed: 95.7] [added: 94.3] | % | | $ | [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: Variable] [added: Variable] rate [removed: debt] [added: debt] | [removed: 99.6] [added: 143.7] | | | | [removed: 3.0] [added: 2.7] | | | [removed: 3.3] [added: 2.7] | % | | [removed: 4.3] [added: 5.7] | % | | [removed: 175.0] [added: 99.6] | | | | [removed: 0.8] [added: 3.0] | | | [removed: 1.9] [added: 3.3] | % | | [removed: 7.9] [added: 4.3] | % |

At December 31, [removed: 2018 and 2017,] [added: 2019,] we [removed: did not have any amounts] [added: had approximately $44.0 million of borrowings] outstanding under our unsecured credit facility [removed: or other short-term borrowings.][added: and did not have any amount outstanding at December 31, 2018.]

If interest rates on the variable rate debt listed in the table above would have been 100 basis points higher throughout [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] our annual interest costs would have increased by approximately [removed: $1.0] [added: $1.4] million and [removed: $1.8] [added: $1.0] million, respectively.

Holding other variables constant, if interest rates would have been 100 basis points higher as of December 31, [removed: 2018,] [added: 2019,] the fair value of our fixed rate debt would have decreased by approximately [removed: $90.4] [added: $171.4] million.

In 2019, we settled all remaining outstanding forward interest rate swaps with a total notional value of $300 million resulting in a net cash payment of approximately $20.4 million.

As of December 31, 2019, we had no hedges outstanding.

At December 31, 2019 and 2018, we also had a term loan of approximately $99.7 million and $99.6 million, respectively.

[Table of Contents](#sC933990192A65FB19CEF28ACABC0BD22)

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.

[removed: General][added: General]

[removed: Narrative] [added: Narrative] Description of [removed: Business][added: Business]

As of December 31, [removed: 2018,] [added: 2019,] we owned interests in, operated, or were developing [removed: 167] [added: 172] multifamily properties comprised of [removed: 56,858] [added: 58,315] apartment homes across the United States.

Of the [removed: 167] [added: 172] properties, [removed: six] [added: eight] properties were under construction and will consist of a total of [removed: 1,698] [added: 2,208] apartment homes when completed.

[removed: Operating] [added: Operating] and Business [removed: Strategy][added: Strategy]

[added: *Real Estate Investments and Market Balance.*] We believe we are well positioned in our current markets and have the expertise to take advantage of new opportunities as they arise.

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

[removed: Sophisticated] [added: *Sophisticated] Property [removed: Management.][added: Management*.]

[added: *Operations.*] We believe an intense focus on operations is necessary to realize consistent, sustained earnings growth.

Lease terms are generally staggered based on vacancy exposure by apartment type [removed: so] [added: such that] lease expirations are matched to each property's seasonal rental patterns.

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

As of December 31, [removed: 2018,] [added: 2019,] we [removed: have] [added: had] two discretionary investment funds, which are closed to future investments, and a third fund which we formed in March 2015 [added: and, as amended, may be utilized] for future multifamily investments of up to [removed: $450] [added: $360] million.

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

[removed: Competition][added: Competition]

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

[removed: Employees][added: Employees]

At December 31, [removed: 2018,] [added: 2019,] we had approximately [removed: 1,600] [added: 1,650] employees, including executive, administrative, and community personnel.

[removed: Qualification] [added: Qualification] as a Real Estate Investment [removed: Trust][added: Trust]

As of December 31, [removed: 2018,] [added: 2019,] we met the qualification of a REIT under Sections 856-860 of the Internal Revenue Code of 1986, as amended (the “Code”).

As a result, [removed: we,] with the exception of our taxable REIT subsidiaries, [added: we] will not be subject to federal income tax to the extent we continue to meet certain requirements of the Code.

[Table of Contents](#sC933990192A65FB19CEF28ACABC0BD22)

Real Estate Investments and Market Balance.

Operations.

Investments in Joint Ventures.

[removed: UNITED STATES][added: UNITED STATES]

[removed: SECURITIES] [added: SECURITIES] AND EXCHANGE [removed: COMMISSION][added: COMMISSION]

[removed: WASHINGTON,] [added: WASHINGTON,] D.C. [removed: 20549][added: 20549]

[removed: FORM 10-K][added: FORM 10-K]

| [removed: ý] [added: ☒] | [removed: ANNUAL] [added: ANNUAL] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] |

[removed: For] [added: For] the fiscal year [removed: ended December] [added: ended December] 31, [removed: 2018][added: 2019]

| [removed: ¨] [added: ☐] | [removed: TRANSITION] [added: TRANSITION] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] |

[removed: For] [added: For] the transition period [removed: from to][added: from to]

[removed: Commission] [added: Commission] file [removed: number: 1-12110][added: number: 1-12110]

[removed: CAMDEN] [added: CAMDEN] PROPERTY [removed: TRUST][added: TRUST]

[removed: (Exact] [added: (Exact] name of registrant as specified in its [removed: charter)][added: charter)]

| [removed: Texas] [added: Texas] | | [removed: 76-6088377] | [added: | 76-6088377 |]

| [removed: (State] [added: (State] or other jurisdiction [removed: of incorporation] [added: of incorporation] or [removed: organization)] [added: organization)] | | [removed: (I.R.S. Employer Identification No.)] | [added: | (I.R.S. Employer Identification No.) |]

| [removed: 11] [added: 11] Greenway Plaza, Suite [removed: 2400 Houston, Texas] [added: 2400] | [added: Houston,] | [removed: 77046] [added: Texas] | [added: | 77046 |]

| [removed: (Address] [added: (Address] of principal executive [removed: offices)] [added: offices)] | | [removed: (Zip Code)] | [added: | (Zip Code) |]

[removed: Registrant’s] [added: Registrant’s] telephone number, including area [removed: code: (713) 354-2500][added: code: (713) 354-2500]

[removed: Securities] [added: Securities] registered pursuant to Section 12(b) of the [removed: Act:][added: Act:]

| [removed: Title] [added: Title] of each [removed: class] [added: class] | [added: Trading Symbol] | [removed: Name] [added: Name] of each exchange on which [removed: registered] [added: registered] |

| Common Shares of Beneficial Interest, $.01 par value | [added: CPT] | New York Stock Exchange |

[removed: Securities] [added: Securities] registered pursuant to Section 12(g) of the [removed: Act:][added: Act:]

[removed: None][added: None]

Yes [removed: ¨] [added: ☐] No ý

| Non-accelerated filer | | ¨ | Smaller reporting company | | [removed: ¨] [added: ☐] |

| | | | Emerging growth company | | [removed: ¨] [added: ☐] |

The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant was [removed: $8,386,569,325] [added: $10,045,538,849] based on a June [removed: 29, 2018] [added: 28, 2019] share price of [removed: $91.13.][added: $104.39.]

On February [removed: 7, 2019, 93,259,373] [added: 13, 2020, 97,326,277] common shares of the registrant were outstanding, net of treasury shares and shares held in our deferred compensation arrangements.

[removed: DOCUMENTS] [added: DOCUMENTS] INCORPORATED BY [removed: REFERENCE][added: REFERENCE]

Portions of the registrant's Proxy Statement in connection with its Annual Meeting of Shareholders to be held May [removed: 9, 2019] [added: 13, 2020] are incorporated by reference in Part III.

[removed: TABLE] [added: TABLE] OF [removed: CONTENTS][added: CONTENTS]

| | | [removed: Page] [added: Page] |

[removed: | [PART I](#sE658E825EA7A591090AD8EA26EA182BC) | | |][added: PART I]

| Item 1. | [removed: [Business](#sA10609D9151A5979B42A34E3D3ACB229)] [added: [Business](#s9E35BDEED9B8501E841A3E19213842A9)] | [removed: [1](#sA10609D9151A5979B42A34E3D3ACB229)] [added: [1](#s9E35BDEED9B8501E841A3E19213842A9)] |

| Item 1A. | [Risk [removed: Factors](#s8758C5B688085565A2C86FCF7CFE010E)] [added: Factors](#s31AAF2A974B957F3B9A714618349B4EF)] | [removed: [2](#s8758C5B688085565A2C86FCF7CFE010E)] [added: [2](#s31AAF2A974B957F3B9A714618349B4EF)] |

| Item 1B. | [Unresolved Staff [removed: Comments](#s91665BAD559054259ABF3A9450659AE9)] [added: Comments](#s8CB926A13C865C8EA638E122139B26A7)] | [removed: [9](#s91665BAD559054259ABF3A9450659AE9)] [added: [9](#s8CB926A13C865C8EA638E122139B26A7)] |

| Item 2. | [removed: [Properties](#s99C95DDCE4DC54BF805CD887B8EBFB23)] [added: [Properties](#s9B75826851B5581098DD826A0A310C9F)] | [removed: [9](#s99C95DDCE4DC54BF805CD887B8EBFB23)] [added: [9](#s9B75826851B5581098DD826A0A310C9F)] |

| Item 3. | [Legal [removed: Proceedings](#sA305C014C10353C494FC6D4C607E7713)] [added: Proceedings](#s706BD8ADBA3957778E20A077A624D6E8)] | [removed: [14](#sA305C014C10353C494FC6D4C607E7713)] [added: [14](#s706BD8ADBA3957778E20A077A624D6E8)] |

| Item 4. | [Mine Safety [removed: Disclosures](#s170F415703AB5AA0995FAABA4E69659A)] [added: Disclosures](#sFD1A019B599D5FF0A8B939768BA36A43)] | [removed: [14](#s170F415703AB5AA0995FAABA4E69659A)] [added: [14](#sFD1A019B599D5FF0A8B939768BA36A43)] |

| Item 5. | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#sB973C6F32E3E5C8A89D7912E16722F3A)] [added: Securities](#sDE3E1FA052555DA0B5A9DB93E256AEF0)] | [removed: [15](#sB973C6F32E3E5C8A89D7912E16722F3A)] [added: [15](#sDE3E1FA052555DA0B5A9DB93E256AEF0)] |

| Item 6. | [Selected Financial [removed: Data](#sDF9F8529B209577AA4834D1BDC187F6A)] [added: Data](#s759459B58E5A57A8AD2A8C016DBE2B70)] | [removed: [17](#sDF9F8529B209577AA4834D1BDC187F6A)] [added: [17](#s759459B58E5A57A8AD2A8C016DBE2B70)] |

| Item 7. | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#s5E9F6DAC64C3505A9259F200E563876A)] [added: Operations](#sC9841457A4DB547797DE741AA895E77E)] | [removed: [19](#s5E9F6DAC64C3505A9259F200E563876A)] [added: [19](#sC9841457A4DB547797DE741AA895E77E)] |

[Table of Contents](#sC933990192A65FB19CEF28ACABC0BD22)

OR

| | | | | |

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

| | | | | |

| | | | | |

[Table of Contents](#sC933990192A65FB19CEF28ACABC0BD22)

| [PART II](#s00AF220F2A875939A9BF5FA8A5E68A82) | | |

| [PART IV](#sB5549CC2DC2B5D479C830F990457AF4E) | | |

| [SIGNATURES](#s4241B0F81FAD5B9B9CE133054AB24229) | | [45](#s4241B0F81FAD5B9B9CE133054AB24229) |

[Table of Contents](#sC933990192A65FB19CEF28ACABC0BD22)

10-K 1 cpt1231201810k.htm

OR

| | | |

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

| | | |

| | | |

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

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

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

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

[removed: The Properties][added: The Properties]

[removed: Operating] [added: Operating] Properties (including properties held through unconsolidated joint [removed: ventures)][added: ventures)]

The [removed: 161] [added: 164] operating properties in which we owned interests and operated at December 31, [removed: 2018] [added: 2019] averaged [removed: 956] [added: 959] square feet of living area per apartment home.

For the year ended December 31, [removed: 2018,] [added: 2019,] no single operating property accounted for greater than [removed: 1.6%] [added: 1.5%] of our total revenues.

Our stabilized operating properties had a weighted average occupancy rate of approximately 96% [removed: and 95%] for [added: each of] the years ended December 31, [removed: 2018] [added: 2019] and [removed: 2017, respectively,] [added: 2018] and an average monthly rental revenue per apartment home of [removed: $1,502] [added: $1,562] and [removed: $1,447] [added: $1,502] for the same periods, respectively.

At December 31, [removed: 2018, 146] [added: 2019, 147] of our operating properties had over 200 apartment homes, with the largest having 904 apartment homes.

| [removed: Year] [added: Year] Placed in [removed: Service] [added: Service] | [removed: Number] [added: Number] of Operating [removed: Properties] [added: Properties] |

[removed: Property Table][added: *Property Table*]

The following table sets forth information with respect to our [removed: 161] [added: 164] operating properties at December 31, [removed: 2018:][added: 2019:]

| | | [removed: OPERATING PROPERTIES] [added: OPERATING PROPERTIES] | | | | | | | | | | | | |

| [removed: Property] [added: Property] and [removed: Location] [added: Location] | | [removed: Year Placed in Service] [added: Year Placed in Service] | | [removed: Average Apartment Size] [added: Average Apartment Size] (Sq. [removed: Ft.)] [added: Ft.)] | | | [removed: Number of Apartments] [added: Number of Apartments] | | [removed: 2018] [added: 2019] Average Occupancy [removed: (1)] [added: (1)] | | | [removed: 2018] [added: 2019] Average Monthly Rental Rate per Apartment [removed: (2)] [added: (2)] | | |

| [removed: ARIZONA] [added: ARIZONA] | | | | | | | | | | | | | | |

| [removed: Phoenix/Scottsdale] [added: Phoenix/Scottsdale] | | | | | | | | | | | | | | |

| Camden Chandler | | 2016 | | 1,146 | | | 380 | | [removed: 94.9] [added: 95.7] | % | | $ | [removed: 1,372] [added: 1,462] | |

| Camden Copper Square | | 2000 | | 786 | | | 332 | | [removed: 94.9] [added: 96.4] | | | [removed: 1,155] [added: 1,223] | | |

| Camden Foothills | | 2014 | | 1,032 | | | 220 | | [removed: 95.7] [added: 95.8] | | | [removed: 1,605] [added: 1,682] | | |

| Camden Hayden | | 2015 | | 1,043 | | | 234 | | [removed: 94.5] [added: 94.9] | | | [removed: 1,476] [added: 1,527] | | |

| Camden Legacy | | 1996 | | 1,067 | | | 428 | | [removed: 96.3] [added: 95.0] | | | [removed: 1,270] [added: 1,384] | | |

| Camden Montierra | | 1999 | | 1,071 | | | 249 | | [removed: 97.1] [added: 96.8] | | | [removed: 1,332] [added: 1,412] | | |

| Camden Pecos Ranch | | 2001 | | 924 | | | 272 | | [removed: 95.6] [added: 96.6] | [added: %] | | [removed: 1,117] [added: $] | [added: 1,199] | |

| Camden San Marcos | | 1995 | | 984 | | | 320 | | [removed: 96.7] [added: 97.2] | | | [removed: 1,240] [added: 1,337] | | |

| Camden San Paloma | | 1993/1994 | | 1,042 | | | 324 | | [removed: 97.0] [added: 96.9] | | | [removed: 1,256] [added: 1,352] | | |

| Camden Sotelo | | 2008/2012 | | 1,303 | | | 170 | | [removed: 95.3] [added: 95.6] | | | [removed: 1,513] [added: 1,551] | | |

| [removed: CALIFORNIA] [added: CALIFORNIA] | | | | | | | | | | | | | | |

| [removed: Los] [added: Los] Angeles/Orange [removed: County] [added: County] | | | | | | | | | | | | | | |

| Camden Crown Valley | | 2001 | | 1,009 | | | 380 | | [removed: 96.1] [added: 96.8] | | | [removed: 2,058] [added: 2,119] | | |

| Camden Glendale | | 2015 | | 882 | | | 303 | | [removed: 94.4] [added: 95.2] | | | [removed: 2,273] [added: 2,486] | | |

| Camden Harbor View [added: (5)] | | 2004 | | 981 | | | 546 | | [removed: 95.6] [added: 94.7] | | | [removed: 2,607] [added: 2,659] | | |

| Camden Main and Jamboree | | 2008 | | 1,011 | | | 290 | | [removed: 95.2] [added: 96.3] | | | [removed: 2,110] [added: 2,133] | | |

| Camden Martinique | | 1986 | | 795 | | | 714 | | [removed: 95.6] [added: 96.2] | | | [removed: 1,776] [added: 1,858] | | |

| Camden Sea Palms | | 1990 | | 891 | | | 138 | | [removed: 94.3] [added: 96.1] | | | [removed: 2,110] [added: 2,169] | | |

| The Camden | | 2016 | | 768 | | | 287 | | [removed: 94.8] [added: 95.5] | | | [removed: 3,184] [added: 3,202] | | |

| [removed: San] [added: San] Diego/Inland [removed: Empire] [added: Empire] | | | | | | | | | | | | | | |

| Camden Landmark | | 2006 | | 982 | | | 469 | | [removed: 95.3] [added: 95.6] | | | [removed: 1,622] [added: 1,672] | | |

| Camden Old Creek | | 2007 | | 1,037 | | | 350 | | [removed: 95.1] [added: 96.7] | | | [removed: 2,134] [added: 2,235] | | |

| Camden Sierra at Otay Ranch | | 2003 | | 962 | | | 422 | | [removed: 95.6] [added: 94.2] | | | [removed: 1,957] [added: 2,053] | | |

| Camden Tuscany | | 2003 | | 896 | | | 160 | | [removed: 95.7] [added: 95.1] | | | [removed: 2,607] [added: 2,643] | | |

| Camden Vineyards | | 2002 | | 1,053 | | | 264 | | [removed: 95.4] [added: 96.4] | | | [removed: 1,718] [added: 1,808] | | |

| [removed: COLORADO] [added: COLORADO] | | | | | | | | | | | | | | |

| [removed: Denver] [added: Denver] | | | | | | | | | | | | | | |

| 2015-2019 | 25 |

| 2010-2014 | 18 |

| 2005-2009 | 33 |

| 2000-2004 | 42 |

| 1995-1999 | 36 |

| Prior to 1995 | 10 |

| Camden North End (3) | | 2019 | | 921 | | | 441 | | Lease-Up | | | 1,607 | | |

| Camden Old Town Scottsdale (4) | | 2016 | | 890 | | | 316 | | 94.1 | | | 1,719 | | |

[Table of Contents](#sC933990192A65FB19CEF28ACABC0BD22)

[Table of Contents](#sC933990192A65FB19CEF28ACABC0BD22)

[Table of Contents](#sC933990192A65FB19CEF28ACABC0BD22)

| Camden Grandview II (3) | | 2019 | | 2,242 | | | 28 | | Lease-Up | | | 3,968 | | |

| Camden Carolinian (3)(4) | | 2017 | | 1,118 | | | 186 | | Lease-Up | | | 2,331 | | |

[Table of Contents](#sC933990192A65FB19CEF28ACABC0BD22)

| Camden Rainey Street (4) | | 2016 | | 873 | | | 326 | | 94.3 | | | 2,264 | | |

| Camden Highland Village (4) | | 2014/2015 | | 1,175 | | | 552 | | 88.0 | | | 2,438 | | |

[Table of Contents](#sC933990192A65FB19CEF28ACABC0BD22)

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

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

| | | OPERATING PROPERTIES | | | | | | | | | | | | |

| Property and Location | | Year Placed in Service | | Average Apartment Size (Sq. Ft.) | | | Number of Apartments | | 2019 Average Occupancy (1) | | | 2019 Average Monthly Rental Rate per Apartment (2) | | |

| 2014-2018 | 25 |

| 2009-2013 | 20 |

| 2004-2008 | 33 |

| 1999-2003 | 47 |

| 1994-1998 | 25 |

| Prior to 1994 | 11 |

| Corpus Christi | | | | | | | | | | | | | | |

| Camden Breakers | | 1996 | | 868 | | | 288 | | 93.1 | | | 1,109 | | |

| Camden Copper Ridge | | 1986 | | 775 | | | 344 | | 92.1 | | | 860 | | |

| Camden South Bay (6) | | 2007 | | 1,055 | | | 270 | | 93.6 | | | 1,232 | | |

[removed: PART II][added: PART II]

[Table of Contents](#sC933990192A65FB19CEF28ACABC0BD22)

Our common shares are traded on the New York Stock Exchange under the symbol "CPT." As of February [removed: 7, 2019,] [added: 13, 2020,] there were approximately [removed: 365] [added: 340] shareholders of record and [removed: approximately 42,402] [added: 51,751] beneficial owners of our common shares.

In the first quarter of [removed: 2019,] [added: 2020,] the Company's Board of Trust Managers declared a first quarter dividend of [removed: $0.80] [added: $0.83] per common share to our common shareholders of record as of March [removed: 29, 2019.][added: 31, 2020.]

Assuming similar dividend distributions for the remainder of [removed: 2019,] [added: 2020,] our annualized dividend rate for [removed: 2019] [added: 2020] would be [removed: $3.20] [added: $3.32] as compared to a dividend rate of [removed: $3.08] [added: $3.20] in [removed: 2018.][added: 2019.]

The following graph assumes the investment of $100 on December 31, [removed: 2013] [added: 2014] and quarterly reinvestment of dividends, including [removed: the] [added: a] special dividend of $4.25 paid in September 2016.

[removed: ][added: ]

[removed: (Source:] [added: *(Source:] S&P Global Market [removed: Intelligence)][added: Intelligence)*]

| [removed: Index] [added: Index] | [removed: 2014] [added: 2015] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2017] [added: 2018] | | | | [removed: 2018] [added: 2019] | | |

[removed: During the year ended December 31, 2018, we] [added: We] did not sell any shares under the 2017 ATM [removed: Program.][added: Program during the year ended December 31, 2018.]

During the [removed: year] [added: years] ended December 31, [added: 2019 and] 2017, we issued approximately [added: 0.2 million and] 28.1 thousand common [removed: shares] [added: shares, respectively,] under the 2017 ATM program [removed: at our average price of $90.44 per share] for a total net consideration of approximately [added: $24.8 million and] $2.5 [removed: million.][added: million, respectively.]

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 unsecured line of [removed: credit or short-term borrowing facilities,] [added: credit,] the repayment of other indebtedness, the redemption or other repurchase of outstanding debt or equity securities, funding for development activities, and financing for acquisitions.

As of the date of this filing, we had common shares having an aggregate offering price of up to [removed: $312.8] [added: $287.7] million remaining available for sale under the 2017 ATM program.

No additional shares were sold under the 2017 ATM program subsequent to December 31, [removed: 2018] [added: 2019] through the date of this filing.

[removed: In March] [added: During the year ended December 31,] 2018, we repurchased 3,222 common shares for approximately $0.3 million.

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

There were no repurchases under this program for the years ended December 31, 2017 or [removed: 2016,] [added: 2019] or [removed: subsequent to December 31, 2018] through the date of this filing.

| Camden Property Trust | $ | 107.92 | | | $ | 128.68 | | | $ | 145.81 | | | $ | 144.33 | | | $ | 179.26 | |

| FTSE NAREIT Equity | 103.20 | | | | 111.99 | | | | 117.84 | | | | 112.39 | | | | 141.61 | | |

| S&P 500 | 101.38 | | | | 113.51 | | | | 138.29 | | | | 132.23 | | | | 173.86 | | |

| Russell 2000 | 95.59 | | | | 115.95 | | | | 132.94 | | | | 118.30 | | | | 148.49 | | |

[Table of Contents](#sC933990192A65FB19CEF28ACABC0BD22)

[Table of Contents](#sC933990192A65FB19CEF28ACABC0BD22)

| 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 | | |

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: 2014] [added: 2015] through [removed: 2018.][added: 2019.]

[removed: COMPARATIVE] [added: COMPARATIVE] SUMMARY OF SELECTED FINANCIAL AND PROPERTY [removed: DATA][added: DATA]

| | [removed: Year] [added: Year] Ended December [removed: 31,] [added: 31,] | | | | | | | | | | | | | | | | | | |

| [removed: (in] [added: *(in] thousands, except per share amounts and property [removed: data)] [added: data)*] | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | |

| [removed: Operating] [added: Operating] Data [removed: (a)] [added: (a)] | | | | | | | | | | | | | | | | | | | |

| [removed: Total property] [added: Property] revenues | $ | [removed: 954,505] [added: 1,028,461] | | | $ | [removed: 900,896] [added: 954,505] | | | $ | [removed: 876,447] [added: 900,896] | | | $ | [removed: 835,618] [added: 876,447] | | | $ | [removed: 790,263] [added: 835,618] | |

| Total property expenses | [removed: 343,579] [added: 366,347] | | | | [removed: 328,742] [added: 343,579] | | | | [removed: 311,355] [added: 328,742] | | | | [removed: 301,000] [added: 311,355] | | | | [removed: 285,700] [added: 301,000] | | |

| Total non-property income | [removed: 2,797] [added: 33,480] | | | | [removed: 27,795] [added: 2,797] | | | | [removed: 14,577] [added: 27,795] | | | | [removed: 7,332] [added: 14,577] | | | | [removed: 14,611] [added: 7,332] | | |

| Total other expenses | [removed: 459,441] [added: 522,924] | | | | [removed: 447,595] [added: 459,441] | | | | [removed: 425,190] [added: 447,595] | | | | [removed: 412,022] [added: 425,190] | | | | [removed: 399,314] [added: 412,022] | | |

| Income from continuing operations attributable to common shareholders | [removed: 156,128] [added: 219,623] | | | | [removed: 196,422] [added: 156,128] | | | | [removed: 436,981] [added: 196,422] | | | | [removed: 229,565] [added: 436,981] | | | | [removed: 273,892] [added: 229,565] | | |

| Net income attributable to common shareholders | [removed: 156,128] [added: 219,623] | | | | [removed: 196,422] [added: 156,128] | | | | [removed: 819,823] [added: 196,422] | | | | [removed: 249,315] [added: 819,823] | | | | [removed: 292,089] [added: 249,315] | | |

| Basic | $ | [removed: 1.63] [added: 2.23] | | | $ | [removed: 2.14] [added: 1.63] | | | $ | [removed: 4.81] [added: 2.14] | | | $ | [removed: 2.55] [added: 4.81] | | | $ | [removed: 3.08] [added: 2.55] | |

| Diluted | [removed: 1.63] [added: 2.22] | | | | [removed: 2.13] [added: 1.63] | | | | [removed: 4.79] [added: 2.13] | | | | [removed: 2.54] [added: 4.79] | | | | [removed: 3.06] [added: 2.54] | | |

| Basic | $ | [removed: 1.63] [added: 2.23] | | | $ | [removed: 2.14] [added: 1.63] | | | $ | [removed: 9.08] [added: 2.14] | | | $ | [removed: 2.77] [added: 9.08] | | | $ | [removed: 3.29] [added: 2.77] | |

| Diluted | [removed: 1.63] [added: 2.22] | | | | [removed: 2.13] [added: 1.63] | | | | [removed: 9.05] [added: 2.13] | | | | [removed: 2.76] [added: 9.05] | | | | [removed: 3.27] [added: 2.76] | | |

| Distributions declared per common share | $ | [removed: 3.08] [added: 3.20] | | | $ | [removed: 3.00] [added: 3.08] | | | $ | 3.00 | | | $ | [removed: 2.80] [added: 3.00] | | | $ | [removed: 2.64] [added: 2.80] | |

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

| [removed: Balance] [added: Balance] Sheet Data (at end of [removed: year)] [added: year)] | | | | | | | | | | | | | | | | | | | |

| Total real estate assets, at cost (c) | $ | [removed: 8,328,475] [added: 9,115,793] | | | $ | [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] | |

| Total assets | [removed: 6,219,586] [added: 6,748,504] | | | | [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] | | |

| Notes payable | [removed: 2,321,603] [added: 2,524,099] | | | | [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] | | |

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

| Equity | [removed: 3,385,104] [added: 3,701,724] | | | | [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: Other Data] [added: Other Data] | | | | | | | | | | | | | | | | | | | |

| Operating activities | $ | [removed: 503,747] [added: 555,597] | | | $ | [removed: 434,656] [added: 503,747] | | | $ | [removed: 443,063] [added: 434,656] | | | $ | [removed: 423,238] [added: 443,063] | | | $ | [removed: 418,528] [added: 423,238] | |

| Investing activities | [removed: (640,921] [added: (792,445] | | ) | | [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] | | ) |

| Financing activities | [added: 220,744 | | | |] (197,028 | | ) | | (112,923 | | ) | | (904,237 | | ) | | (273,231 | | ) | [removed: | 43,482 | | |]

| Funds from operations – diluted (d) | [removed: 463,982] [added: 505,388] | | | | [removed: 424,072] [added: 463,982] | | | | [removed: 425,464] [added: 424,072] | | | | [removed: 414,497] [added: 425,464] | | | | [removed: 378,043] [added: 414,497] | | |

| Adjusted funds from operations – diluted (d) | [removed: 391,686] [added: 433,216] | | | | [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: Property Data] [added: Property Data] | | | | | | | | | | | | | | | | | | | |

| Number of operating properties (at the end of year) (e) | [removed: 161] [added: 164] | | | | [removed: 155] [added: 161] | | | | [removed: 152] [added: 155] | | | | [removed: 172] [added: 152] | | | | [removed: 168] [added: 172] | | |

| Number of operating apartment homes (at end of year) (e) | [removed: 55,160] [added: 56,107] | | | | [removed: 53,033] [added: 55,160] | | | | [removed: 52,793] [added: 53,033] | | | | [removed: 59,792] [added: 52,793] | | | | [removed: 58,948] [added: 59,792] | | |

| Number of operating apartment homes (weighted average) (e) (f) | [removed: 46,925] [added: 48,549] | | | | [removed: 46,210] [added: 46,925] | | | | [removed: 46,934] [added: 46,210] | | | | [removed: 47,088] [added: 46,934] | | | | [removed: 47,915] [added: 47,088] | | |

| Weighted average monthly total property revenue per apartment home (a) (f) | $ | [removed: 1,695] [added: 1,765] | | | $ | [removed: 1,625] [added: 1,695] | | | $ | [removed: 1,556] [added: 1,625] | | | $ | [removed: 1,479] [added: 1,556] | | | $ | [removed: 1,374] [added: 1,479] | |

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

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

| [removed: (c)] [added: *(c)*] | [removed: Includes] [added: *Includes] operating properties held for sale at net book value and excludes [removed: discontinued operating] properties [added: from discontinued operations] and joint ventures for all periods [removed: presented.] [added: presented.*] |

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

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

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

[Table of Contents](#sC933990192A65FB19CEF28ACABC0BD22)

| *(b)* | *In addition to our 2016 quarterly dividends, our Board of Trust Managers declared a special dividend to our common shareholders of record as of September 23, 2016, consisting of gains on disposition of assets completed in 2016 which was paid on September 30, 2016.* |

[Table of Contents](#sC933990192A65FB19CEF28ACABC0BD22)

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

[added: *Evaluation of Disclosure Controls and Procedures.*] We carried out an evaluation, under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Securities Exchange Act ("Exchange Act") Rules 13a-15(e) and 15d-15(e).

[added: *Changes in Internal Controls.*] There were no changes in our internal control over financial reporting (identified in connection with the evaluation required by paragraph (d) in Rules 13a-15 and 15d-15 under the Exchange Act) during our most recent fiscal quarter which have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

[removed: Management’s] [added: Management’s] Report on Internal Control over Financial [removed: Reporting][added: Reporting]

Management assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2018.][added: 2019.]

In making this assessment, management used the criteria established in [removed: Internal] [added: *Internal] Control — Integrated Framework [removed: (2013)] [added: (2013)*] issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on our assessment, management concluded our internal control over financial reporting is effective as of December 31, [removed: 2018.][added: 2019.]

[removed: REPORT] [added: REPORT] OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING [removed: FIRM][added: FIRM]

[removed: Opinion] [added: Opinion] on Internal Control over Financial [removed: Reporting][added: Reporting]

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: 2018,] [added: 2019,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated Framework [removed: (2013)] [added: (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: 2018,] [added: 2019,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated Framework [removed: (2013)] [added: (2013)*] issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, [removed: 2018,] [added: 2019,] of the Company and our report dated February [removed: 15, 2019,] [added: 20, 2020,] expressed an unqualified opinion on those financial statements.

[removed: Basis] [added: Basis] for [removed: Opinion][added: Opinion]

The [removed: Company's] [added: Company’s] management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying [removed: Management’s] [added: *Management’s] Report on Internal Control over Financial [removed: Reporting.][added: Reporting*.]

[removed: Definition] [added: Definition] and Limitations of Internal Control over Financial [removed: Reporting][added: Reporting]

[Table of Contents](#sC933990192A65FB19CEF28ACABC0BD22)

February 20, 2020

[Table of Contents](#sC933990192A65FB19CEF28ACABC0BD22)

| February 20, 2020 |

[Table of Contents](#sC933990192A65FB19CEF28ACABC0BD22)

Evaluation of Disclosure Controls and Procedures.

Changes in Internal Controls.

February 15, 2019

| February 15, 2019 |

[removed: PART III][added: PART III]

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: 22, 2019] [added: 24, 2020] in connection with the Annual Meeting of Shareholders to be held on or about May [removed: 9, 2019.][added: 13, 2020.]

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: 22, 2019] [added: 24, 2020] in connection with the Annual Meeting of Shareholders to be held on or about May [removed: 9, 2019.][added: 13, 2020.]

Information with respect to this Item [removed: 11] [added: 12] is incorporated by reference from our Proxy Statement, which we expect to file on or about March [removed: 22, 2019] [added: 24, 2020] in connection with the Annual Meeting of Shareholders to be held on or about May [removed: 9, 2019.][added: 13, 2020.]

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: 22, 2019] [added: 24, 2020] in connection with the Annual Meeting of Shareholders to be held on or about May [removed: 9, 2019.][added: 13, 2020.]

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: 22, 2019] [added: 24, 2020] in connection with the Annual Meeting of Shareholders to be held on or about May [removed: 9, 2019.][added: 13, 2020.]

[removed: PART IV][added: PART IV]

| [Report of Independent Registered Public Accounting [removed: Firm](#s028952AE7A89586483F23B46F9D5B740)] [added: Firm](#sA4774131331B5FE0BC5AFF5793DAC967)] | [removed: [48](#s028952AE7A89586483F23B46F9D5B740)] [added: [F-1](#sA4774131331B5FE0BC5AFF5793DAC967)] |