UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)



☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2019~~2020



☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 1-12110

CAMDEN PROPERTY TRUST

(Exact name of registrant as specified in its charter)

Texas

76-6088377

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

11 Greenway Plaza, Suite 2400

Houston,

Texas

77046

(Address of principal executive offices)

(Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol	Name of each exchange on which registered
Common Shares of Beneficial Interest, $.01 par value	CPT	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ý No ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No ý

Indicate by check mark whether registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ý No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (check one):

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

☐

Emerging growth company

☐

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

Indicate by check mark whether the registrant is a shell company (as defined in the Rule 12b-2 of the Act). Yes ☐ No ý

The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant was ~~$10,045,538,849~~$8,830,473,560 based on a June ~~28, 2019~~30, 2020 share price of ~~$104.39.~~$91.22.

On February ~~13, 2020, 97,326,277~~11, 2021, 97,562,909 common shares of the registrant were outstanding, net of treasury shares and shares held in our deferred compensation arrangements.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's Proxy Statement in connection with its Annual Meeting of Shareholders to be held May 13, ~~2020~~2021 are incorporated by reference in Part III.

Table of Contents

PART I

Item 1. Business

General

Formed on May 25, 1993, Camden Property Trust, a Texas real estate investment trust (“REIT”), and all its consolidated subsidiaries are primarily engaged in the ownership, management, development, redevelopment, acquisition, and construction of multifamily apartment communities. Unless the context requires otherwise, “we,” “our,” “us,” and the “Company” refer to Camden Property Trust and its consolidated subsidiaries. Our multifamily apartment communities are referred to as “communities,” “multifamily communities,” “properties,” or “multifamily properties” in the following discussion.

Our website is located at www.camdenliving.com. We make available free of charge through our website, our annual report on Form 10-K, quarterly reports on Form 10-Q, and current 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”). We also make available, free of charge on our website, our Guidelines on Governance, Code of Business Conduct and Ethics, Code of Ethical Conduct for Senior Financial Officers, and the charters of each of our Audit, Compensation, and Nominating and Corporate Governance Committees. Copies are also available, without charge, from Investor Relations, 11 Greenway Plaza, Suite 2400, Houston, Texas 77046. References to our website in this report are provided as a convenience and do not constitute, and should not be viewed as, an incorporation by reference of the information contained on, or available through our website, and therefore such information should not be considered part of this report.

Our annual, quarterly, and current reports, proxy statements, and other information are electronically filed with the SEC. The SEC maintains a website (http://www.sec.gov) that contains reports, proxy, and information statements and other information regarding issuers that file electronically with the SEC.

Narrative Description of Business

As of December 31, ~~2019,~~2020, we owned interests in, operated, or were developing ~~172~~174 multifamily properties comprised of ~~58,315~~59,104 apartment homes across the United States. Of the ~~172~~174 properties, ~~eight~~seven properties were under construction and will consist of a total of ~~2,208~~2,254 apartment homes when completed. We also own land holdings which we may develop into multifamily communities in the future.

Operating and Business Strategy

We believe producing consistent earnings growth through property operations, development and acquisitions, achieving market balance, and recycling capital are crucial factors to our success. We rely heavily on our sophisticated property management capabilities and innovative operating strategies to help us maximize the earnings potential of our communities.

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. These capabilities, combined with what we believe is a conservative financial structure, should allow us to concentrate our growth efforts toward selective opportunities to enhance our strategy of having a geographically diverse portfolio of assets which meet the requirements of our residents.

We continue to operate in our core markets which we believe provides an advantage due to economies of scale. We believe, where possible, it is best to operate with a strong base of properties in order to benefit from the personnel allocation and the market strength associated with managing multiple properties in the same market. However, consistent with our goal of generating sustained earnings growth, we intend to selectively dispose of properties and redeploy capital for various strategic reasons, including if we determine a property cannot meet our long-term earnings growth expectations.

We try to maximize capital appreciation of our properties by investing in markets characterized by conditions favorable to multifamily property appreciation. These markets generally feature the following:

•Strong economic growth leading to household formation and job growth, which in turn should support higher demand for our apartments; and

•An attractive quality of life, which may lead to higher demand and retention for our apartments and allow us to more readily increase rents.

We expect to maintain a strong balance sheet and 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 and cash equivalents, cash flows generated from operations, draws on our unsecured credit facility, the use of debt and equity offerings under our automatic shelf registration statement, proceeds from property dispositions, equity issued from our at-the-market ("ATM") share offering programs, other unsecured borrowings, or secured mortgages.

Sophisticated Property Management. We believe the depth of our organization enables us to deliver quality services, promote resident satisfaction, and retain residents, thereby increasing our operating revenues and reducing our operating expenses. We manage our properties utilizing a staff of professionals and support personnel, including certified property managers, experienced apartment managers and leasing agents, and trained apartment maintenance technicians. Our on-site personnel are trained to deliver high-quality services to our residents, and we strive to motivate our on-site employees through incentive compensation arrangements based upon property operational results, rental rate increases, occupancy levels, and level of new leases and lease renewals achieved.

Operations. We believe an intense focus on operations is necessary to realize consistent, sustained earnings growth. Ensuring resident satisfaction, increasing rents as market conditions allow, maximizing rent collections (subject to restrictions of applicable law), maintaining property occupancy at optimal levels, and controlling operating costs comprise our principal strategies to maximize property financial results. We believe our web-based property management and revenue management systems strengthen on-site operations and allow us to quickly adjust rental rates as local market conditions change. Lease terms are generally staggered based on vacancy exposure by apartment type such that lease expirations are matched to each property's seasonal rental patterns. We generally offer ~~leases ranging from twelve to fifteen~~average lease terms of approximately fourteen months with individual property marketing plans structured to respond to local market conditions. In addition, we conduct ongoing customer service surveys to help ensure timely response to residents' changing needs and a high level of satisfaction.

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. We account for three investment funds (collectively, the "Funds") utilizing the equity method of accounting. As of December 31, ~~2019,~~2020, we had two discretionary investment funds, which are closed to future investments, and a third fund which we formed in March 2015 and, as amended, may be utilized for future multifamily investments of up to $360 million. See Note 8, “Investments in Joint Ventures,” and Note 14, “Commitments and Contingencies,” in the notes to the Consolidated Financial Statements for further discussion of our investments in joint ventures.

There are numerous housing alternatives which compete with our communities in attracting residents. Our properties compete directly with other multifamily properties as well as condominiums, single-family homes, third-party providers of short-term rentals and serviced apartments, which are available for rent or purchase in the markets in which our communities are located. This competitive environment could have a material adverse effect on our ability to lease apartment homes or on the rents realized at our present properties or any newly developed or acquired property.

~~Employees~~Human Capital Management

Purpose and Culture. We strive to differentiate ourselves by our culture and talent. How we manage our human capital is critical to how we deliver on our strategy and create sustained growth and value for our shareholders. Our purpose is to improve the lives of our team members, customers and shareholders, one experience at a time. We recognize a great culture is foundational to the success of this vision. Key components in managing our human capital are listed below.

Camden's Values. We care deeply about our employees, our residents, and the local communities in which we live, work, and play. We are committed to maintaining a high-trust work environment that attracts, retains, and rewards the best andbrightest people. We believe our workplace reflects Camden’s nine core values: Customer Focused; People Driven; Team Players; Lead by Example; Results Oriented; Work Smart; Always Do the Right Thing; Act with Integrity; and Have Fun.We believe these values cultivate an environment of respect, fairness, diversity, and fun for all.

A Great Place to Work. In addition to our core values, we are committed to creating a great working environment which fosters the well-being, health and happiness of all associates. We believe our team members are given meaningful opportunities to provide feedback and effect change. We are proud of our culture and the recognition we have received as a great place to work, including being named on the list as one of the 100 Best Companies to Work For® by FORTUNE magazine for 13 consecutive years, most recently ranking #18.

Compensation and Benefits. We provide high-quality health benefits and compensation to competitively compensate all employees for their contributions to Camden. We are passionate about promoting a healthy lifestyle at Camden and are proud to offer valuable and inclusive benefits. We have formal programs intended to positively impact team members such as healthcare, rent discounts, education allowances, and scholarships for children of our employees.

Training and Development. Our mission, vision and values are also incorporated into our employee training and development programs.One of our most cherished mantras is “Never Stop Learning.” We encourage team members to discover their strengths and cultivate new interests. We offer tuition assistance to team members working to earn industry designations from various organizations. We also support team members who continue their education at an accredited educational institution through our Education Assistance Program. In addition to these programs, we also help employees improve their personal and professional lives through training, coaching and mentoring. CamdenU, our in-house learning center, is available to all employees and offers over 8,000 courses in subjects such as leadership, management, fair housing and compliance, and health and safety training. In addition to formal training, Camden’s mentoring program supports its newest employees by pairing them with an experienced employee to facilitate their on-boarding process and immerse them in Camden’s culture.

Diversity, Equity, and Inclusion. We believe a great workplace fosters an environment where all employees can thrive and grow, and where differences are both encouraged and celebrated. Each Camden team member brings unique skills, experiences and perspectives to Camden, and we continue to promote and encourage diversity, equity and inclusion throughout our organization. Our commitment is to promote a diverse organization which is reflective of our residents and communities. We believe these efforts are socially responsible, foundational to Camden’s success, and essential to delivering on our purpose to improve the lives of our team members, customers and shareholders, one experience at a time.

At December 31, ~~2019,~~2020, we had approximately ~~1,650~~1,700 employees, including executive, administrative, and community personnel. Camden embraces all team members as full and valued members of the organization. Together we innovate and collaborate with the goal of delivering consistently strong business results. Our continued commitment to furthering diversity, equity, and inclusion initiatives has resulted in our workforce at Camden reflecting a broad base of talent, with true diversity amongst our team members in aspects of gender, generation, and ethnicity.

Qualification as a Real Estate Investment Trust

As of December 31, ~~2019,~~2020, 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, with the exception of our taxable REIT subsidiaries, we will not be subject to federal income tax to the extent we continue to meet certain requirements of the Code.

Item 1A. Risk Factors

In addition to the other information contained in this Form 10-K, the following risk factors should be considered carefully in evaluating our business. Our business, financial condition, or results of operations could be materially adversely affected by any of these risks.

Risks Associated with Capital Markets, Credit Markets, and Real Estate

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 us.us.

The capital and credit markets are subject to volatility and disruption. We therefore may not be able to obtain new debt financing or refinance our existing debt on favorable terms or at all, which would adversely affect our liquidity, our ability to make distributions to shareholders, acquire assets and continue our development activities. Other weakened economic conditions, including job losses, high unemployment levels, stock market volatility, and uncertainty about the future, could adversely affect rental rates and occupancy levels. Unfavorable changes in economic conditions may have a material adverse impact on our cash flows and operating results.

Additional key economic risks which may adversely affect conditions in the markets in which we operate include the following:

•risks associated with the COVID-19 pandemic, as discussed below;

•local conditions, such as an oversupply of apartments or other housing available for rent, or a reduction in demand for apartments in the area;

•declines in the financial condition of our residents, which may make it more difficult for us to collect rents from some residents;

•declines in market rental rates;

•low mortgage interest rates and home pricing, making alternative housing more affordable;

•government or builder incentives which enable home buyers to put little or no money down, making alternative housing options more attractive;

•regional economic downturns, including, but not limited to, business layoffs, downsizing and increased unemployment, which may impact one or more of our geographical markets; and

•increased operating costs, if these costs cannot be passed through to our residents.

Short-term leases expose us to the effects of declining market ~~rents~~.rents.

Our apartment leases are generally for a term of ~~fifteen~~fourteen months or less. As these leases typically permit the residents to leave at the end of the lease term without penalty, our rental revenues are impacted by declines in market rents more quickly than if our leases were for longer terms.

Competition could limit our ability to lease apartments or increase or maintain rental ~~income~~.income.

There are numerous housing alternatives which compete with our properties in attracting residents. Our properties compete directly with other multifamily properties, condominiums, single-family homes, third-party providers of short-term rentals and serviced apartments, which are available for rent or purchase in the markets in which our properties are located. This competitive environment could have a material adverse effect on our ability to lease apartment homes at our present properties or any newly developed or acquired property, as well as on the rents realized.

We face risks associated with land holdings and related ~~activities~~.activities.

We hold land for future development and may in the future acquire additional land holdings. The risks inherent in purchasing, owning, and developing land increase as demand for apartments, or rental rates, decrease. Real estate markets are highly uncertain and, as a result, the value of undeveloped land may fluctuate significantly. In addition, carrying costs can be significant and can result in losses or reduced profitability. As a result, we hold certain land, and may in the future acquire additional land, in our development pipeline at a cost we may not be able to fully recover or at a cost which may preclude us from developing a profitable multifamily community. If there are subsequent changes in the fair market value of our land holdings which ~~we determine~~ is less than the carrying basis of our land holdings reflected in our financial statements plus estimated costs to sell, we may be required to take future impairment charges which would reduce our net income.

Risks Associated with Our Operations

The ongoing COVID-19 pandemic and measures intended to prevent its spread and impact have and continue to have a material adverse effect on our business, results of operations, cash flows, and financial condition.

In December 2019, COVID-19 was first reported in Wuhan, China, and in March 2020, the World Health Organization declared COVID-19 a pandemic. The COVID-19 pandemic has negatively impacted the global economy, disrupted financial markets and international trade, and resulted in increased unemployment levels, all of which negatively impacted the multifamily industry and the Company’s business. The outbreak has led governments and other authorities around the world, including federal, state and local authorities in the United States, to impose measures intended to control its spread, including restrictions on freedom of movement and business operations such as travel bans, border closings, business closures, quarantines and shelter-in-place orders.

The impact of the COVID-19 pandemic and measures to prevent its spread has negatively impacted and could continue to negatively impact our businesses in a number of ways, including our residents’ ability or willingness to pay rents and the demand for multifamily communities within the markets we operate. In some cases, we have and may continue to restructure residents’ rent obligations, which may be on terms not as favorable to us as those currently in place. In the event of resident nonpayment, default, or bankruptcy, we may incur costs in protecting our investment and re-leasing our property. Additionally, local and national authorities may continue to expand and extend certain measures imposing restrictions on our ability to enforce contractual rental obligations upon our residents and tenants. The restrictions inhibiting our employees’ ability to meet with existing and potential residents has disrupted and could in the future further disrupt our ability to lease apartments which has adversely impacted and could continue to adversely impact our rental rate and occupancy levels.

For the safety of our employees as a result of COVID-19, we have also directed most of our personnel to work remotely and we have generally restricted on-site staff to only those personnel who perform essential activities which must be completed on-site. Our increased reliance on personnel working remotely pose challenges for our employees and our IT systems and extended periods of remote work arrangements could strain our business continuity plans, introduce operational risk, including cybersecurity and IT systems management risks, any of which could adversely impact our business operations.

The COVID-19 pandemic has also caused, and is likely to continue to cause, severe economic, market and other disruptions worldwide. We cannot assure you conditions will not continue to deteriorate as a result of the pandemic. In addition, the deterioration of economic conditions as a result of the pandemic may ultimately further decrease occupancy levels and market rents across our portfolio as residents reduce or defer their spending.

The situation surrounding the COVID-19 pandemic continues to evolve and the potential for a material adverse impact on our operational and financial performance increases the longer the virus impacts activities in the United States and globally. For this reason, we are not able at this time to estimate to any degree of certainty the effect COVID-19 may have on our business, results of operations, financial condition, and cash flows, all of which will depend on future developments, including the duration of the outbreak, business and workforce disruptions, and the effectiveness of actions taken to contain and treat the disease.

Moreover, many of the other risk factors described within this Form 10-K may be more likely to impact us as a result of the COVID-19 pandemic and the responses to curb its spread.

Development, redevelopment and construction risks could impact our ~~profitability~~.profitability.

We intend to continue to develop, redevelop and construct multifamily apartment communities for our portfolio. In ~~2020,~~2021, we expect to incur costs between approximately $220 million and $240 million related to the construction of seven consolidated projects. Additionally, during ~~2020,~~2021, we expect to incur costs between approximately $65 million and $75 million related to the start of new development activities, between approximately ~~$52~~$58 million and ~~$56~~$62 million related to repositions and revenue

enhancing expenditures of existing properties and between approximately ~~$16~~$70 million and ~~$20~~$74 million ~~in extensive redevelopment expenditures~~ of ~~existing properties.~~additional recurring capital expenditures. Our development, redevelopment and construction activities may also be exposed to a number of risks which may delay timely completion, increase our construction costs ~~and~~and/or decrease our profitability, including the following:

•"shelter in place," "stay at home," or similar orders adopted by state and local authorities in response to COVID-19, which may require us to temporarily cease construction and have other adverse effects;

•inability to obtain, or delays in obtaining, necessary zoning, land-use, building, occupancy, and other required permits and authorizations;

•disruptions in the supply of materials or labor, increased materials and labor costs, problems with contractors or subcontractors, or other costs including those costs due to errors and omissions which occur in the design or construction process;

•inability to obtain financing with favorable terms;

•inability to complete construction and lease-up of a community on schedule;

•forecasted occupancy and rental rates may differ from the actual results; and

•the incurrence of costs related to the abandonment of development opportunities which we have pursued and subsequently deemed unfeasible.

Our inability to successfully implement our development, redevelopment and construction strategy could adversely affect our results of operations and our ability to satisfy our financial obligations and pay distributions to shareholders.

One of our wholly-owned subsidiaries is engaged in the business of providing general contracting services under construction contracts entered into between it and third parties (which may include our nonconsolidated affiliates). The terms of those construction contracts generally require this subsidiary to estimate the time and costs to complete a project to calculate the cost plus margin for the project fee, but not to exceed a maximum amount, and to assume the risk when these estimates may be greater than anticipated. As a result, profitability on those contracts is dependent on the ability to accurately predict such factors. The time and costs necessary to complete a project may be affected by a variety of factors, including, but not limited to, those listed above, many of which are beyond this subsidiary’s control. In addition, the terms of those contracts generally require this subsidiary to warrant its work for a period of time during which it may be required to repair, replace, or rebuild non-conforming work. Further, trailing liabilities, based on various legal theories such as claims of negligent construction, may result from such projects, and these trailing liabilities may go on for a number of years depending on the length of the statute of repose in the applicable jurisdictions.

Investments through joint ventures and investment funds involve risks not present in investments in which we are the sole ~~investor~~.investor.

We have invested and may continue to invest as a joint venture partner in joint ventures. These investments involve risks including, but not limited to, the possibility the other joint venture partner may have business goals which are inconsistent with ours, possess the ability to take or force action or withhold consent contrary to our requests, or become insolvent and require us

to assume and fulfill the joint venture’s financial obligations. We and our joint venture partners may each have the right to initiate a buy-sell arrangement, which could cause us to sell our interest, or acquire a joint venture partner’s interest, at a time when we otherwise would not have entered into such a transaction. Each joint venture agreement is individually negotiated, and our ability to operate, finance, or dispose of a community in our sole discretion may be limited to varying degrees depending on the terms of the applicable joint venture agreement. We account for three investment funds (collectively, the "Funds") utilizing the equity method of accounting. As of December 31, ~~2019,~~2020, we had two discretionary investment funds, and in March 2015, we completed the formation of a third fund with an unaffiliated third party which ~~did~~has not ~~own~~owned any properties ~~in 2019, 2018, or 2017.~~since its formation. The risks associated with our Funds, which we manage as the general partner and advisor, include, but are not limited to, the following:

•one of our wholly-owned subsidiaries is the general partner of the Funds and has unlimited liability for the third-party debts, obligations, and liabilities of the Funds pursuant to partnership law;

•investors in the Funds (other than us)~~, by majority vote,~~ may remove our subsidiary as the general partner of the Funds with or without cause and the Funds’ advisory boards, by a majority vote of their members, may remove our subsidiary as the general partner of the Funds at any time for cause;

•while we have broad discretion to manage the Funds and make investment decisions on behalf of the Funds, the investors or the Funds' advisory boards must approve certain matters, and as a result we may be unable to make certain investments or implement certain decisions on behalf of the Funds which we consider beneficial;

•our ability to dispose of all or a portion of our investments in the Funds is subject to significant restrictions; and

•we may be liable if the Funds fail to comply with various tax or other regulatory matters.

~~Competition could adversely affect our ability to acquire properties~~.

We expect other real estate investors will compete with us to acquire additional operating properties. This competition could increase prices for the type of properties we would likely pursue and adversely affect our ability to acquire these properties or achieve the expected profitability of such properties upon acquisition.

Our acquisition strategy may not produce the cash flows ~~expected~~.expected.

We may acquire additional operating properties on a selective basis. Our acquisition activities are subject to a number of risks including, but not limited to, the following:

•we may not be able to successfully integrate acquired properties into our existing operations;

•our estimates of the costs, if any, of repositioning or redeveloping the acquired property may prove inaccurate;

•the expected occupancy, rental rates and operating expenses may differ from the actual results;

•we may not be able to obtain adequate financing; and

•we may not be able to identify suitable candidates on terms acceptable to us and may not achieve expected returns or other benefits as a result of integration challenges, such as personnel and technology.

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.~~charged. 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~~us arising from such issues, could have a significant adverse impact on our results of operations and could reduce the value of our operating properties.

Failure to qualify as a REIT could have adverse ~~consequences~~.consequences.

We may not continue to qualify as a REIT in the ~~future. Also,~~future and the Internal Revenue Service may challenge our qualification as a REIT for prior years. 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. This may also impair our ability to expand our business and raise capital which may adversely affect the value of our common shares.

We may face other tax liabilities in the future which may impact our cash flow. These potential tax liabilities may be calculated on our income or property values at either the corporate or individual property levels. Any additional tax expense incurred would decrease the cash available for cash distributions to our common shareholders and non-controlling interest holders. Additionally, in order for us to continue to qualify as a REIT we must meet a number of organizational and operational

requirements, including a requirement to distribute annual dividends to our shareholders equal to a minimum of 90% of our adjusted taxable income.

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 us.us.

Tax laws remain under constant review by persons involved in the legislative process, at the Internal Revenue Service, the U.S. Department of Treasury, and by various state and local tax authorities. Future changes in tax laws including to administrative interpretations, enacted tax rates, or new pronouncements relating to accounting for income 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.

~~Litigation risks could affect our business~~.

As 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.

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

A certain number of our properties are located in areas 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 weather, or other environmental events. These adverse weather or natural events could cause substantial damages or losses to our properties which could exceed our insurance coverage. In the event of a loss in excess of insured limits, we could lose our capital invested in the affected property, anticipated future revenue from the property, and could also continue to be obligated to repay any mortgage indebtedness or other obligations related to the property. Any such loss could materially and adversely affect our business, financial condition and results of operations.

~~The implementation of future enhancements to our new enterprise resource planning system could interfere with our business and operations~~.

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. This ERP system maintains our books and records, records transactions, and provides important information relating to the operations of our business to our management. The implementation of 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, issues may arise during the implementation of future enhancements which may result in operational or financial reporting delays, increased costs or other difficulties not presently contemplated. Any disruptions, delays or deficiencies in the design and implementation of future enhancements to the ERP system could have a materially adverse effect on our financial condition and results of operations.

A cybersecurity incident and other technology disruptions could negatively impact our ~~business~~.business.

We use technology in substantially all aspects of our business operations, including internet and cloud-based systems and applications. We also use mobile devices, social networking, outside vendors and other online activities to connect with our employees, suppliers and residents. Such uses and the on-going advancement in technology give rise to potential cybersecurity risks with increasing sophistication, including but not limited to, security breach, espionage, system disruption, theft and inadvertent release of confidential information. Our business involves the storage and transmission of numerous classes of sensitive and confidential information and intellectual property, including residents' and suppliers' personal information, private information about employees, and financial and strategic information about us. Further, as we pursue our strategy to grow through acquisitions and developments and to pursue new initiatives to improve our operations, we are also expanding our information technologies, resulting in a larger technological presence and corresponding exposure to cybersecurity risk. If we fail to assess and identify cybersecurity risks associated with our operations, we may become increasingly vulnerable to such risks and may be liable for the consequential litigation and remediation costs. Additionally, the measures we have implemented to prevent security breaches and cyber incidents may not be effective and there can be no complete assurance of prevention or anticipation of such incidents. The theft, destruction, loss, misappropriation, or release of sensitive data, confidential information or intellectual property, or interference with our information technology systems or the technology systems of third parties on which we rely could result in business disruption, negative publicity, brand damage, violation of privacy laws, loss of residents, potential liability and competitive disadvantage, any of which could result in a material adverse effect on our financial condition or results of operations.

Our third-party service providers are primarily responsible for the security of their own information technology environments and in certain instances we rely significantly on third-party service providers to supply and store our sensitive data in a secure manner. All of these third parties face potential risks relating to cybersecurity similar to ours which could disrupt their businesses and therefore adversely impact us. While we provide guidance and specific requirements in some cases, we do not directly control any of these parties' information technology security operations, or the amount of investment they place in guarding against cybersecurity threats. Accordingly, we are subject to any flaws in or breaches to their information technology systems or those which they operate for us which could have a material adverse effect on our financial condition or results of operations.

Risks Associated with Our Indebtedness and Financing

We have significant debt, which could have adverse ~~consequences~~.consequences.

As of December 31, ~~2019,~~2020, we had outstanding debt of approximately ~~$2.5~~$3.2 billion. This indebtedness could have adverse consequences including but not limited to, the following:

•our vulnerability to general adverse economic and industry conditions is increased; and

•our flexibility in planning for, or reacting to, changes in business and industry conditions is limited.

Our unsecured credit facility and the indenture under which our unsecured debt was issued contain customary restrictions, requirements, and other limitations, as well as certain financial and operating covenants including maintenance of certain financial ratios. Maintaining compliance with these provisions could limit our financial flexibility. 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.

Insufficient cash flows could limit our ability to make required payments for debt obligations or pay distributions to ~~shareholders~~.shareholders.

Substantially all of our income is derived from rental and other income from our multifamily communities. As a result, our performance depends in large part on our ability to collect rent from residents, which could be negatively affected by a number of factors including, but not limited to, the following:

•delay in resident lease commencements;

•decline in occupancy;

•failure of residents to make rental payments when due;

•the attractiveness of our properties to residents and potential residents;

•our ability to adequately manage and maintain our communities;

•competition from other available apartments and housing alternatives;

•changes in market rents;

•increases in operating expenses; and

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

Cash flow could be insufficient to meet required payments of principal and interest with respect to debt financing. In order for us to continue to qualify as a REIT we must meet a number of organizational and operational requirements, including a requirement to distribute annual dividends to our shareholders equal to a minimum of 90% of our adjusted taxable income. This requirement limits the cash available to meet required principal payments on our debt.

Issuances of additional debt may adversely impact our financial ~~condition~~.condition.

Our capital requirements depend on numerous factors, including the rental and occupancy rates of our multifamily properties, minimum dividend requirements to our equity holders, development, redevelopment and other capital expenditures, costs of operations, and potential acquisitions. If our capital requirements vary materially from our plans, we may require additional financing earlier than anticipated. If we issue more debt, we could become more leveraged, resulting in increased risk of default on our obligations and an increase in our debt service requirements, both of which could adversely affect our financial condition and ability to access debt and equity capital markets in the future.

We may be unable to renew, repay, or refinance our outstanding ~~debt~~.debt.

We are subject to the risk 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. If we are unable to refinance our indebtedness on acceptable terms, or at all, we might be forced to dispose of one or more of the properties on disadvantageous terms, which might result in losses to us. Such losses could have a material adverse effect on us and our ability to pay amounts due on our debt and make distributions to our shareholders.

Rising interest rates could both increase our borrowing costs, thereby adversely affecting our cash flows and the amounts available for distribution to our shareholders, and decrease our share price, if investors seek higher yields through other investments.

We have an unsecured credit facility and an unsecured term loan bearing interest at variable rates on all amounts drawn. We may incur mortgage debt or other additional variable rate debt in the future. Increases in interest rates would increase our interest expense, unless we make arrangements which hedge the risk of rising interest rates, and would increase the costs of refinancing existing debt and of issuing new debt. Accordingly, higher interest rates could adversely affect cash flow, net income, and cash available for payment of our debt obligations and distributions to shareholders.

An environment of rising interest rates could also lead holders of our securities to seek higher yields through other investments, which could adversely affect the market price of our shares. One of the factors which may influence the price of our stock in public markets is the annual distribution rate we pay as compared with the yields on alternative investments.

Failure to maintain our current credit ratings could adversely affect our cost of funds, related margins, liquidity, and access to capital markets.

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 A- with stable outlook, respectively, on our senior unsecured debt as of December 31, 2020. These ratings are based on a number of factors, which include their assessment of our financial strength, liquidity, capital structure, asset quality, and sustainability of cash flow and earnings. Due to changes in market conditions, we may not be able to maintain our current credit ratings, which could adversely affect our cost of funds and related margins, liquidity, and access to capital markets.

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

Our unsecured credit facility and unsecured term loan are indexed to the London Interbank Offered Rate ("LIBOR"). ~~It is unclear whether~~Many market participants anticipate that in the near future LIBOR will ~~continue to be calculated or~~cease being a widely used benchmark interest rate and may cease being published ~~as a reference rate/benchmark after 2021.~~altogether. 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.

We have an unsecured credit facility and an unsecured term loan bearing interest at variable rates on all amounts drawn. We may incur mortgage debt or other additional variable rate debt in the future. Increases in interest rates would increase our interest expense, unless we make arrangements which hedge the risk of rising interest rates, and would increase the costs of refinancing existing debt and of issuing new debt. Accordingly, higher interest rates would adversely affect cash flow, net income, and cash available for payment of our debt obligations and distributions to shareholders.

~~Failure to maintain our current credit ratings could adversely affect our cost of funds, related margins, liquidity, and access to capital markets~~.

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 A- with stable outlook, respectively, on our senior unsecured debt as of December 31, 2019. These ratings are based on a number of factors, which include their assessment of our financial strength, liquidity, capital structure, asset quality, and sustainability of cash flow and earnings. Due to changes in market conditions, we may not be able to maintain our current credit ratings, which could adversely affect our cost of funds and related margins, liquidity, and access to capital markets.

Risks Associated with Our Shares

Share ownership limits and our ability to issue additional equity securities may prevent takeovers beneficial to ~~shareholders~~.shareholders.

For us to maintain our qualification as a REIT, we must have 100 or more shareholders during the year and not more than 50% in value of our outstanding shares may be owned, directly or indirectly, by five or fewer individuals. As defined for federal income tax purposes, the term “individuals” includes a number of specified entities. To minimize the possibility of us failing to qualify as a REIT under this test, our declaration of trust includes restrictions on transfers of our shares and ownership limits. The ownership limits, as well as our ability to issue other classes of equity securities, may delay, defer, or prevent a change in control. These provisions may also deter tender offers for our common shares which may be attractive to you or limit your opportunity to receive a premium for your shares which might otherwise exist if a third party were attempting to effect a change in control transaction.

The form, timing and amount of dividend distributions in future periods may vary and be impacted by economic and other considerations.

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

General Risk Factors

Competition could adversely affect our ability to acquire properties.

Litigation risks could affect our business.

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

Our share price will ~~fluctuate~~.fluctuate.

The market price and trading volume of our common shares are subject to fluctuation due to general market conditions, the risks discussed in this report and other matters, including, but not limited to, the following:

•operating results which vary from the expectations of securities analysts and investors;

•investor interest in our property portfolio;

•the reputation and performance of REITs;

•the attractiveness of REITs as compared to other investment vehicles;

•the results of our financial condition and operations;

•the perception of our growth and earnings potential;

•minimum dividend requirements;

•increases in market interest rates, which may lead purchasers of our common shares to demand a higher yield; and

•changes in financial markets and national and regional economic and general market conditions.

~~The form, timing and amount of dividend distributions in future periods may vary and be impacted by economic and other considerations~~.

under the REIT provisions of the Code and other factors as the Board of Trust Managers may consider relevant. The Board of Trust Managers may modify the form, timing and amount of dividends from time to time.

Item 1B. Unresolved Staff Comments

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

Operating Properties (including properties held through unconsolidated joint ventures)

The ~~164~~167 operating properties in which we owned interests and operated at December 31, ~~2019~~2020 averaged 959 square feet of living area per apartment home. For the year ended December 31, ~~2019,~~2020, no single operating property accounted for greater than 1.5% of our total revenues. Our stabilized operating properties had a weighted average occupancy rate of approximately 95% and 96% for ~~each of~~ the years ended December 31, 2020 and 2019, ~~and 2018~~respectively, and an average monthly rental revenue per apartment home of ~~$1,562~~$1,599 and ~~$1,502~~$1,562 for the same periods, respectively. ~~Resident~~Our average resident lease terms ~~generally range from twelve to fifteen~~are approximately fourteen months. At December 31, ~~2019, 147~~2020, 150 of our operating properties had over 200 apartment homes, with the largest having 904 apartment homes. Our operating properties were constructed and placed in service as follows:

The following table sets forth information with respect to our ~~164~~167 operating properties at December 31, ~~2019~~:2020:


	OPERATING PROPERTIES
Property and Location	Year Placed in Service	Average Apartment Size (Sq. Ft.)	Number of Apartments	2020 Average Occupancy (1)		2020 Average Monthly Rental Rate per Apartment (2)
ARIZONA
Phoenix/Scottsdale
Camden Chandler	2016	1,146	380	96.2	%	$	1,535
Camden Copper Square	2000	786	332	95.3		1,262
Camden Foothills	2014	1,032	220	95.9		1,754
Camden Legacy	1996	1,067	428	96.0		1,469
Camden Montierra	1999	1,071	249	96.1		1,477
Camden North End I (3)	2019	921	441	95.7		1,618
Camden Old Town Scottsdale	2016	892	316	95.5		1,760
Camden Pecos Ranch	2001	949	272	96.3		1,271
Camden San Marcos	1995	984	320	96.1		1,420
Camden San Paloma	1993/1994	1,042	324	95.6		1,425
Camden Sotelo	2008/2012	1,303	170	95.5		1,600
Camden Tempe (4)	2015	1,033	234	95.3		1,583
CALIFORNIA
Los Angeles/Orange County
Camden Crown Valley	2001	1,009	380	97.4		2,147
Camden Glendale	2015	893	307	93.7		2,447
Camden Harbor View (5)	2004	981	547	94.8		2,606
Camden Main and Jamboree	2008	1,011	290	95.4		2,164
Camden Martinique	1986	795	714	95.8		1,890
Camden Sea Palms	1990	891	138	96.8		2,171
The Camden	2016	767	287	93.0		3,070
San Diego/Inland Empire
Camden Landmark	2006	982	469	95.7		1,709
Camden Old Creek	2007	1,037	350	96.8		2,279
Camden Sierra at Otay Ranch	2003	962	422	94.9		2,120
Camden Tuscany	2003	895	160	94.1		2,654
Camden Vineyards	2002	1,053	264	96.9		1,848
COLORADO
Denver
Camden Belleview Station	2009	888	270	95.0		1,548
Camden Caley	2000	921	218	96.2		1,547
Camden Denver West	1997	1,015	320	96.0		1,852
Camden Flatirons	2015	960	424	95.6		1,700
Camden Highlands Ridge	1996	1,149	342	96.6		1,824
Camden Interlocken	1999	1,002	340	95.3		1,723
Camden Lakeway	1997	932	451	95.7		1,648
Camden Lincoln Station	2017	844	267	95.2		1,619
Camden RiNo (6)	2020	828	233	Lease-up		1,929

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)
Camden Pecos Ranch 2001 924
272 96.6 % $ 1,199
Camden San Marcos 1995 984
320 97.2
1,337
Camden San Paloma 1993/1994 1,042
324 96.9
1,352
Camden Sotelo 2008/2012 1,303
170 95.6
1,551
CALIFORNIA
Los Angeles/Orange County
Camden Crown Valley 2001 1,009 380 96.8
2,119
Camden Glendale 2015 882 303 95.2
2,486
Camden Harbor View (5) 2004 981 546 94.7
2,659
Camden Main and Jamboree 2008 1,011 290 96.3
2,133
Camden Martinique 1986 795 714 96.2
1,858
Camden Sea Palms 1990 891 138 96.1
2,169
The Camden 2016 768 287 95.5
3,202
San Diego/Inland Empire
Camden Landmark 2006 982 469 95.6
1,672
Camden Old Creek 2007 1,037 350 96.7
2,235
Camden Sierra at Otay Ranch 2003 962 422 94.2
2,053
Camden Tuscany 2003 896 160 95.1
2,643
Camden Vineyards 2002 1,053 264 96.4
1,808
COLORADO
Denver
Camden Belleview Station 2009 888 270 95.9
1,507
Camden Caley 2000 925 218 94.9
1,516
Camden Denver West 1997 1,015 320 96.7
1,794
Camden Flatirons 2015 960 424 96.1
1,670
Camden Highlands Ridge 1996 1,149 342 95.3
1,784
Camden Interlocken 1999 1,010 340 95.9
1,693
Camden Lakeway 1997 932 451 95.4
1,595
Camden Lincoln Station 2017 844 267 96.3
1,602
WASHINGTON DC METRO
Camden Ashburn Farm 2000 1,062 162 97.3
1,736
Camden College Park 2008 942 508 96.4
1,614
Camden Dulles Station 2009 978 382 97.2
1,806
Camden Fair Lakes 1999 1,056 530 96.8
1,875
Camden Fairfax Corner 2006 934 489 96.7
1,946
Camden Fallsgrove 2004 996 268 96.7
1,810
Camden Grand Parc 2002 672 105 95.9
2,564
Camden Lansdowne 2002 1,006 690 96.8
1,685
Camden Largo Town Center 2000/2007 1,027 245 96.1
1,684
Camden Monument Place 2007 856 368 96.6
1,669
Camden NoMa 2014 770 321 96.4
2,268
Camden NoMa II 2017 759 405 95.7
2,349
Camden Potomac Yard (5) 2008 835 378 95.7
2,057

Table of Contents


	OPERATING PROPERTIES
Property and Location	Year Placed in Service	Average Apartment Size (Sq. Ft.)	Number of Apartments	2020 Average Occupancy (1)		2020 Average Monthly Rental Rate per Apartment (2)
Camden Montague	2012	972	192	97.1	%	$	1,362
Camden Pier District	2016	989	358	94.8		2,547
Camden Preserve	1996	942	276	94.5		1,492
Camden Royal Palms	2006	1,017	352	96.2		1,279
Camden Visconti (7)	2007	1,125	450	95.3		1,436
Camden Westchase Park	2012	992	348	97.1		1,470
GEORGIA
Atlanta
Camden Brookwood	2002	916	359	95.1		1,462
Camden Buckhead Square	2015	827	250	95.5		1,568
Camden Creekstone	2002	990	223	96.9		1,408
Camden Deerfield	2000	1,187	292	95.5		1,469
Camden Dunwoody	1997	1,007	324	96.4		1,392
Camden Fourth Ward	2014	844	276	96.6		1,749
Camden Midtown Atlanta	2001	935	296	96.4		1,551
Camden Paces	2015	1,408	379	95.1		2,643
Camden Peachtree City	2001	1,027	399	96.1		1,355
Camden Phipps (7)	1996	1,016	234	95.8		1,600
Camden Shiloh	1999/2002	1,143	232	96.2		1,343
Camden St. Clair	1997	999	336	96.5		1,396
Camden Stockbridge	2003	1,009	304	97.3		1,200
Camden Vantage	2010	901	592	94.2		1,480
NORTH CAROLINA
Charlotte
Camden Ballantyne	1998	1,048	400	95.4		1,303
Camden Cotton Mills	2002	905	180	94.5		1,502
Camden Dilworth	2006	857	145	92.2		1,497
Camden Fairview	1983	1,036	135	95.2		1,223
Camden Foxcroft	1979	940	156	95.2		1,100
Camden Foxcroft II	1985	874	100	96.7		1,222
Camden Gallery	2017	743	323	95.0		1,606
Camden Grandview	2000	1,059	266	96.7		1,713
Camden Grandview II (3)	2019	2,241	28	95.1		3,401
Camden Sedgebrook	1999	972	368	96.1		1,172
Camden South End	2003	878	299	95.4		1,502
Camden Southline (7)	2015	831	266	95.2		1,610
Camden Stonecrest	2001	1,098	306	95.7		1,358
Camden Touchstone	1986	899	132	97.2		1,117
Raleigh
Camden Asbury Village (7)	2009	1,009	350	96.2		1,281
Camden Carolinian (6)	2017	1,118	186	Lease-Up		2,338
Camden Crest	2001	1,014	438	96.9		1,109
Camden Governor’s Village	1999	1,046	242	97.3		1,165

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)
Camden Roosevelt 2003 856 198 95.5 % $ 2,893
Camden Russett 2000 992 426 95.9
1,511
Camden Shady Grove (6) 2018 877 457 95.8
1,739
Camden Silo Creek 2004 975 284 97.2
1,672
Camden South Capitol (7) 2013 821 281 96.4
2,324
Camden Washingtonian (6) 2018 871 365 96.3
1,718
FLORIDA
Southeast Florida
Camden Aventura 1995 1,108 379 95.7
1,987
Camden Boca Raton 2014 843 261 96.4
1,964
Camden Brickell (5) 2003 937 405 94.5
2,123
Camden Doral 1999 1,120 260 97.3
1,958
Camden Doral Villas 2000 1,253 232 97.0
2,092
Camden Las Olas (5) 2004 1,043 420 93.8
2,093
Camden Plantation 1997 1,201 502 96.4
1,709
Camden Portofino 1995 1,112 322 96.6
1,776
Orlando
Camden Hunter’s Creek 2000 1,075 270 97.0
1,466
Camden Lago Vista 2005 955 366 96.9
1,346
Camden LaVina 2012 970 420 95.9
1,364
Camden Lee Vista 2000 937 492 95.9
1,296
Camden North Quarter 2016 806 333 95.2
1,576
Camden Orange Court 2008 817 268 96.0
1,376
Camden Thornton Park 2016 920 299 95.1
1,882
Camden Town Square 2012 983 438 96.8
1,404
Camden Waterford Lakes (7) 2014 971 300 96.1
1,454
Camden World Gateway 2000 979 408 96.8
1,360
Tampa/St. Petersburg
Camden Bay 1997/2001 943
760 95.5
1,234
Camden Montague 2012 975
192 96.4
1,358
Camden Pier District 2016 989
358 96.1
2,490
Camden Preserve 1996 942
276 95.2
1,459
Camden Royal Palms 2006 1,017
352 95.9
1,244
Camden Visconti (7) 2007 1,125
450 95.7
1,377
Camden Westchase Park 2012 992
348 96.9
1,454
GEORGIA
Atlanta
Camden Brookwood 2002 912
359 95.9
1,432
Camden Buckhead Square 2015 827
250 95.9
1,589
Camden Creekstone 2002 990
223 97.0
1,385
Camden Deerfield 2000 1,187
292 95.9
1,432
Camden Dunwoody 1997 1,007
324 96.5
1,363
Camden Fourth Ward 2014 847
276 97.2
1,730

Table of Contents


	OPERATING PROPERTIES
Property and Location	Year Placed in Service	Average Apartment Size (Sq. Ft.)	Number of Apartments	2020 Average Occupancy (1)		2020 Average Monthly Rental Rate per Apartment (2)
Camden Lake Pine	1999	1,066	446	96.9	%	$	1,222
Camden Manor Park	2006	966	484	96.1		1,218
Camden Overlook	2001	1,061	320	95.6		1,317
Camden Reunion Park	2000/2004	972	420	95.4		1,108
Camden Westwood	1999	1,027	354	93.6		1,171
TEXAS
Austin
Camden Amber Oaks (7)	2009	862	348	96.9		1,159
Camden Amber Oaks II (7)	2012	910	244	95.8		1,228
Camden Brushy Creek (7)	2008	882	272	96.3		1,233
Camden Cedar Hills	2008	911	208	96.3		1,354
Camden Gaines Ranch	1997	955	390	96.8		1,501
Camden Huntingdon	1995	903	398	95.1		1,230
Camden La Frontera	2015	901	300	96.0		1,283
Camden Lamar Heights	2015	838	314	94.9		1,559
Camden Rainey Street	2016	873	326	92.0		2,106
Camden Shadow Brook (7)	2009	909	496	96.6		1,221
Camden Stoneleigh	2001	908	390	96.5		1,342

Dallas/Fort Worth
Camden Addison	1996	942	456	95.0		1,279
Camden Belmont	2010/2012	946	477	94.9		1,482
Camden Buckingham	1997	919	464	95.5		1,269
Camden Centreport	1997	912	268	96.4		1,235
Camden Cimarron	1992	772	286	95.9		1,265
Camden Design District (7)	2009	939	355	94.9		1,427
Camden Farmers Market	2001/2005	932	904	94.9		1,380
Camden Henderson	2012	966	106	96.2		1,551
Camden Legacy Creek	1995	831	240	96.8		1,330
Camden Legacy Park	1996	870	276	95.3		1,319
Camden Panther Creek (7)	2009	946	295	96.3		1,310
Camden Riverwalk (7)	2008	989	600	95.9		1,492
Camden Valley Park	1986	743	516	95.7		1,109
Camden Victory Park	2016	861	423	95.4		1,696
Houston
Camden City Centre	2007	932	379	93.4		1,504
Camden City Centre II	2013	869	268	92.5		1,496
Camden Cypress Creek I (7)	2009	993	310	95.0		1,347
Camden Cypress Creek II (6) (7)	2020	950	234	Lease-up		1,356
Camden Downs at Cinco Ranch (7)	2004	1,075	318	95.5		1,294
Camden Downtown I (6)	2020	1,052	271	Lease-Up		2,647
Camden Grand Harbor (7)	2008	959	300	95.8		1,206
Camden Greenway	1999	861	756	94.1		1,394
Camden Heights (7)	2004	927	352	93.7		1,536

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)
Camden Midtown Atlanta 2001 935
296 96.4 % $ 1,532
Camden Paces 2015 1,407
379 96.1
2,724
Camden Peachtree City 2001 1,027
399 96.7
1,320
Camden Phipps (7) 1996 1,018
234 95.8
1,563
Camden Shiloh 1999/2002 1,143
232 97.1
1,325
Camden St. Clair 1997 999
336 96.0
1,376
Camden Stockbridge 2003 1,009
304 96.1
1,135
Camden Vantage 2010 901
592 95.6
1,462
NORTH CAROLINA
Charlotte
Camden Ballantyne 1998 1,048
400 95.9
1,290
Camden Cotton Mills 2002 905
180 95.8
1,485
Camden Dilworth 2006 857
145 95.9
1,467
Camden Fairview 1983 1,036
135 96.6
1,204
Camden Foxcroft 1979 940
156 96.9
1,073
Camden Foxcroft II 1985 874
100 96.4
1,183
Camden Gallery 2017 743
323 96.2
1,583
Camden Grandview 2000 1,059
266 96.1
1,685
Camden Grandview II (3) 2019 2,242
28 Lease-Up
3,968
Camden Sedgebrook 1999 972
368 96.7
1,141
Camden South End 2003 882
299 94.8
1,454
Camden Southline (7) 2015 831
266 96.4
1,572
Camden Stonecrest 2001 1,098
306 96.4
1,324
Camden Touchstone 1986 899
132 96.4
1,091
Raleigh
Camden Asbury Village (7) 2009 1,009
350 96.0
1,249
Camden Carolinian (3)(4) 2017 1,118
186 Lease-Up
2,331
Camden Crest 2001 1,013
438 97.1
1,068
Camden Governor’s Village 1999 1,046
242 96.1
1,112
Camden Lake Pine 1999 1,066
446 96.6
1,189
Camden Manor Park 2006 966
484 96.1
1,168
Camden Overlook 2001 1,060
320 96.5
1,278
Camden Reunion Park 2000/2004 972
420 95.2
1,079
Camden Westwood 1999 1,027
354 92.8
1,120
TEXAS
Austin
Camden Amber Oaks (7) 2009 862
348 96.5
1,121
Camden Amber Oaks II (7) 2012 910
244 96.3
1,178
Camden Brushy Creek (7) 2008 882
272 96.4
1,184
Camden Cedar Hills 2008 911
208 95.7
1,298
Camden Gaines Ranch 1997 955
390 96.8
1,459
Camden Huntingdon 1995 903
398 96.5
1,200

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	OPERATING PROPERTIES
Property and Location	Year Placed in Service	Average Apartment Size (Sq. Ft.)	Number of Apartments	2020 Average Occupancy (1)		2020 Average Monthly Rental Rate per Apartment (2)
Camden Highland Village	2014/2015	1,175	552	86.3	%	$	2,297
Camden Holly Springs	1999	934	548	95.2		1,243
Camden McGowen Station	2018	1,004	315	90.7		2,025
Camden Midtown	1999	844	337	91.9		1,509
Camden Northpointe (7)	2008	940	384	95.9		1,163
Camden Oak Crest	2003	870	364	94.5		1,145
Camden Park	1995	866	288	95.7		1,116
Camden Plaza	2007	915	271	94.6		1,609
Camden Post Oak	2003	1,200	356	95.0		2,443
Camden Royal Oaks	2006	923	236	94.0		1,385
Camden Royal Oaks II	2012	1,054	104	97.1		1,620
Camden Spring Creek (7)	2004	1,080	304	94.8		1,242
Camden Stonebridge	1993	845	204	95.2		1,125
Camden Sugar Grove	1997	921	380	95.8		1,207
Camden Travis Street	2010	819	253	93.5		1,472
Camden Vanderbilt	1996/1997	863	894	90.4		1,404
Camden Whispering Oaks	2008	936	274	95.4		1,258
Camden Woodson Park (7)	2008	916	248	93.7		1,201
Camden Yorktown (7)	2008	995	306	94.0		1,188

(1)Represents the average physical occupancy for the year except as noted.

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)
Camden La Frontera 2015 901
300 95.7 % $ 1,256
Camden Lamar Heights 2015 838
314 95.7
1,528
Camden Rainey Street (4) 2016 873
326 94.3
2,264
Camden Shadow Brook (7) 2009 909
496 95.6
1,179
Camden Stoneleigh 2001 908
390 97.0
1,305
Dallas/Fort Worth
Camden Addison 1996 942
456 96.9
1,253
Camden Belmont 2010/2012 945
477 95.5
1,472
Camden Buckingham 1997 919
464 96.3
1,249
Camden Centreport 1997 911
268 96.2
1,209
Camden Cimarron 1992 772
286 96.7
1,244
Camden Design District (7) 2009 939
355 95.8
1,405
Camden Farmers Market 2001/2005 932
904 95.0
1,374
Camden Henderson 2012 967
106 97.0
1,541
Camden Legacy Creek 1995 831
240 96.7
1,303
Camden Legacy Park 1996 871
276 96.0
1,299
Camden Panther Creek (7) 2009 946
295 96.5
1,267
Camden Riverwalk (7) 2008 982
600 95.9
1,485
Camden Valley Park 1986 743
516 96.7
1,093
Camden Victory Park 2016 861
423 96.3
1,665
Houston
Camden City Centre 2007 932
379 94.2
1,500
Camden City Centre II 2013 868
268 95.7
1,515
Camden Cypress Creek (7) 2009 993
310 96.2
1,326
Camden Downs at Cinco Ranch (7) 2004 1,075
318 95.8
1,269
Camden Grand Harbor (7) 2008 959
300 95.2
1,188
Camden Greenway 1999 861
756 96.2
1,399
Camden Heights (7) 2004 927
352 95.3
1,503
Camden Highland Village (4) 2014/2015 1,175
552 88.0
2,438
Camden Holly Springs 1999 934
548 95.9
1,235
Camden McGowen Station (6) 2018 1,007
315 95.2
2,092
Camden Midtown 1999 844
337 95.3
1,547
Camden Northpointe (7) 2008 940
384 96.2
1,147
Camden Oak Crest 2003 870
364 96.1
1,136
Camden Park 1995 866
288 95.8
1,106
Camden Plaza 2007 915
271 94.4
1,594
Camden Post Oak 2003 1,200
356 95.3
2,460
Camden Royal Oaks 2006 923
236 93.6
1,366
Camden Royal Oaks II 2012 1,054
104 97.6
1,593
Camden Spring Creek (7) 2004 1,080
304 95.4
1,238
Camden Stonebridge 1993 845
204 95.8
1,116
Camden Sugar Grove 1997 921
380 95.4
1,200
(2)The average monthly rental rate per apartment incorporates vacant units and resident concessions calculated on a straight-line basis over the life of the lease.

(3)Development property stabilized during 2020 - the average occupancy was calculated from the date at which the occupancy exceeded 90% through December 31, 2020.

(4)Property formerly known as Camden Hayden.

~~Table~~(5)Property completed redevelopment as of ~~Contents~~December 31, 2020.

(6)Property under lease-up at December 31, 2020.

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

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)
Camden Travis Street 2010 819
253 96.6 % $ 1,489
Camden Vanderbilt 1996/1997 863
894 96.1
1,437
Camden Whispering Oaks 2008 934
274 94.9
1,244
Camden Woodson Park (7) 2008 916
248 94.4
1,213
Camden Yorktown (7) 2008 995
306 95.7
1,188


~~(1)~~	~~Represents the average physical occupancy for the year except as noted.~~


~~(2)~~	~~The average monthly rental rate per apartment incorporates vacant units and resident concessions calculated on a straight-line basis over the life of the lease.~~


~~(3)~~	~~Property under lease-up at December 31, 2019.~~


~~(4)~~	~~Property acquired in 2019 - the average occupancy was calculated from the date the property was acquired.~~


~~(5)~~	~~Property under redevelopment at December 31, 2019.~~


~~(6)~~	~~Development property stabilized during 2019 - the average occupancy was calculated from the date at which the occupancy exceeded 90% through December 31, 2019.~~


~~(7)~~	~~Property owned through an unconsolidated joint venture in which we own a 31.3% interest. The remaining interest is owned by an unaffiliated third-party.~~

Item 3. Legal Proceedings

None.

Item 4. Mine Safety Disclosures

None.

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PART II

Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities

Our common shares are traded on the New York Stock Exchange under the symbol "CPT." As of February ~~13, 2020,~~11, 2021, there were approximately ~~340~~321 shareholders of record and ~~51,751~~56,658 beneficial owners of our common shares.

In the first quarter of ~~2020,~~2021, the Company's Board of Trust Managers declared a first quarter dividend of $0.83 per common share to our common shareholders of record as of March 31, ~~2020.~~2021. Future dividend payments are paid at the discretion of the Board of Trust Managers and depend on cash flows generated from operations, the Company's financial condition and capital requirements, distribution requirements under the REIT provisions of the Code and other factors which may be deemed relevant by our Board of Trust Managers. Assuming similar dividend distributions for the remainder of ~~2020,~~2021, our annualized dividend rate for ~~2020~~2021 would be ~~$3.32 as compared to a dividend rate of $3.20 in 2019.~~$3.32.

The following graph assumes the investment of $100 on December 31, ~~2014~~2015 and quarterly reinvestment of dividends, including a special dividend of $4.25 paid in September 2016.

(Source: S&P Global Market Intelligence)



Index	2016		2017		2018		2019		2020
Camden Property Trust	$	119.23	$	135.11	$	133.74	$	166.11	$	162.29
FTSE NAREIT Equity	108.52		114.19		108.91		137.23		126.25
S&P 500	111.96		136.40		130.42		171.49		203.04
Russell 2000	121.31		139.08		123.76		155.35		186.36

Index 2015 2016 2017 2018 2019
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

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In ~~May 2017,~~June 2020, we created an at-the market ("ATM") share offering program through which we can, but have no obligation to, sell common shares ~~having~~and we may also enter into separate forward sale agreements with forward purchasers for an aggregate offering price of up to ~~$315.3~~$362.7 million (the ~~"2017~~"2020 ATM program"), in amounts and at times as we determine, into the existing trading market at current market prices as well as through negotiated transactions. Actual sales from time to time may depend on a variety of factors including, among others, market conditions, the trading price of our common shares, and determinations by management of the appropriate sources of funding for us. During the years ended December 31, 2019 and 2017, we issued approximately 0.2 million and 28.1 thousand common shares, respectively, under the 2017 ATM program for a total net consideration of approximately $24.8 million and $2.5 million, respectively. We did not sell any shares under the 2017 ATM Program during the year ended December 31, 2018. The proceeds from the sale of our common shares under the ~~2017~~2020 ATM program are intended to be used for general corporate purposes, which may include reducing future borrowings under our $900 million unsecured line of 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.

The 2020 ATM program permits the use of forward sales agreements which allows us to lock in a share price on the sale of common shares at the time the agreement is executed, but defer receiving the proceeds from the sale of shares until a later date. If we enter into a forward sale agreement, we expect the relevant forward purchasers will borrow from third parties and, through the relevant sales agent, acting in its role as forward seller, sell a number of common shares equal to the number of shares underlying the agreement. Under this scenario, we would not initially receive any proceeds from any sale of borrowed shares by the forward seller. We expect to physically settle each forward sale agreement with the relevant forward purchaser on or prior to the maturity date of a particular forward sale agreement by issuing our common shares in return for the receipt of aggregate net cash proceeds at settlement equal to the number of common shares underlying the particular forward sale agreement multiplied by the relevant forward sale price. However, at our sole discretion, we may also elect to cash settle or net share settle a particular forward sale agreement, in which case we may not receive any proceeds from the issuance of common shares, and we will instead receive or pay cash (in the case of cash settlement) or receive or deliver common shares (in the case of net share settlement). During the year ended December 31, 2020 and through the date of this filing, we did not enter into any forward sale agreements nor were there any shares sold under the 2020 ATM program. As of the date of this filing, we had common shares having an aggregate offering price of up to ~~$287.7~~$362.7 million remaining available for sale under the ~~2017~~2020 ATM program. ~~No additional~~

In May 2017, we created an at-the market ("ATM") share offering program through which we can, but have no obligation to, sell common shares ~~were sold~~having an aggregate offering price of up to $315.3 million (the "2017 ATM program"). During the year ended December 31, 2019, we issued approximately 0.2 million common shares under the 2017 ATM program ~~subsequent to~~for a total net consideration of approximately $24.8 million. We did not sell any shares under the 2017 ATM Program during the year ended December 31, ~~2019~~2018, or through the ~~date~~period in 2020 before it was terminated. We terminated the 2017 ATM program in the second quarter of ~~this filing.~~2020 concurrently with the establishment of the 2020 ATM program, with shares with an offering price of $287.7 million remaining available for sale. Upon termination, no further common shares were available for sale under the 2017 ATM program.

See Part III, Item 12, for a description of securities authorized for issuance under equity compensation plans.

We have a repurchase plan approved by our Board of Trust Managers which allows for the repurchase of up to $500 million of our common equity securities through open market purchases, block purchases, and privately negotiated transactions. There were no repurchases under this program for the years ended December 31, 2019 or 2020 or through the date of this filing. During the year ended December 31, 2018, we repurchased 3,222 common shares for approximately $0.3 million. ~~There were no repurchases under this program for the years ended December 31, 2017 or 2019 or through the date of this filing.~~ The remaining dollar value of our common equity securities authorized to be repurchased under this program was approximately $269.5 million as of the date of this filing.

~~Table of Contents~~

Item 6. ~~Selected Financial Data~~Reserved

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, 2015 through 2019. This data should be read in conjunction with Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related notes. Prior year amounts have been reclassified for discontinued operations.N/A.

~~COMPARATIVE SUMMARY OF SELECTED FINANCIAL AND PROPERTY DATA~~

Year Ended December 31,
(in thousands, except per share amounts and property data) 2019 2018 2017 2016 2015
Operating Data (a)
Property revenues $ 1,028,461
$ 954,505
$ 900,896
$ 876,447
$ 835,618
Total property expenses 366,347
343,579
328,742
311,355
301,000
Total non-property income 33,480
2,797
27,795
14,577
7,332
Total other expenses 522,924
459,441
447,595
425,190
412,022
Income from continuing operations attributable to common shareholders 219,623
156,128
196,422
436,981
229,565
Net income attributable to common shareholders 219,623
156,128
196,422
819,823
249,315
Earnings per common share from continuing operations:
Basic $ 2.23
$ 1.63
$ 2.14
$ 4.81
$ 2.55
Diluted 2.22
1.63
2.13
4.79
2.54
Total earnings per common share:
Basic $ 2.23
$ 1.63
$ 2.14
$ 9.08
$ 2.77
Diluted 2.22
1.63
2.13
9.05
2.76
Distributions declared per common share $ 3.20
$ 3.08
$ 3.00
$ 3.00
$ 2.80
Special dividend per common share (b) $ —
$ —
$ —
$ 4.25
$ —
Balance Sheet Data (at end of year)
Total real estate assets, at cost (c) $ 9,115,793
$ 8,328,475
$ 7,667,743
$ 7,376,690
$ 7,387,597
Total assets 6,748,504
6,219,586
6,173,748
6,028,152
6,037,612
Notes payable 2,524,099
2,321,603
2,204,598
2,480,588
2,724,687
Non-qualified deferred compensation share awards —
52,674
77,230
77,037
79,364
Equity 3,701,724
3,385,104
3,484,714
3,095,553
2,892,896
Other Data
Cash flows provided by (used in):
Operating activities $ 555,597
$ 503,747
$ 434,656
$ 443,063
$ 423,238
Investing activities (792,445 ) (640,921 ) (189,754 ) 690,412
(293,235 )
Financing activities 220,744
(197,028 ) (112,923 ) (904,237 ) (273,231 )
Funds from operations – diluted (d) 505,388
463,982
424,072
425,464
414,497
Adjusted funds from operations – diluted (d) 433,216
391,686
359,314
366,380
350,328
Property Data
Number of operating properties (at the end of year) (e) 164 161
155
152
172
Number of operating apartment homes (at end of year)
(e)
56,107 55,160
53,033
52,793
59,792
Number of operating apartment homes (weighted average) (e) (f) 48,549 46,925
46,210
46,934
47,088
Weighted average monthly total property revenue per apartment home (a) (f) $ 1,765
$ 1,695
$ 1,625
$ 1,556
$ 1,479
Properties under development (at end of period) 8 6
7
7
8


~~(a)~~	Excludes discontinued operations. See Note 2, "Summary of Significant Accounting Policies and Recent Accounting Pronouncements," in the Notes to Consolidated Financial Statements for further discussion of discontinued operations.

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~~(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.


~~(c)~~	~~Includes operating properties held for sale at net book value and excludes properties from discontinued operations and joint ventures for all periods presented.~~

~~(d)~~

Management considers Funds from Operations (“FFO”) and adjusted FFO ("AFFO") to be appropriate 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 the sale of previously depreciated operating properties, real estate depreciation and amortization, impairments of depreciable assets, and adjustments for unconsolidated joint 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 AFFO.


~~(e)~~	~~Includes operating properties held for sale and discontinued operating properties held for sale for all periods presented.~~


~~(f)~~	~~Excludes apartment homes owned in joint ventures.~~

~~Table of Contents~~

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the consolidated financial statements and notes appearing elsewhere in this report. Historical results and trends which might appear in the consolidated financial statements should not be interpreted as being indicative of future operations.

Discussion of our year-to-date comparisons between ~~2019~~2020 and ~~2018~~2019 is presented below. Year-to-date comparisons between ~~2018~~2019 and ~~2017~~2018 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.~~2019.

We consider portions of this report to be "forward-looking" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, both as amended, with respect to our expectations for future periods. Forward-looking statements do not discuss historical fact, but instead include statements related to expectations, projections, intentions, or other items relating to the future; forward-looking statements are not guarantees of future performance, results, or events. Although we believe the expectations reflected in our forward-looking statements are based upon reasonable assumptions, we can give no assurance our expectations will be achieved. Any statements contained herein which are not statements of historical fact should be deemed forward-looking statements. Reliance should not be placed on these forward-looking statements as these statements are subject to known and unknown risks, uncertainties, and other factors beyond our control and could differ materially from our actual results and performance.

Factors which may cause our actual results or performance to differ materially from those contemplated by forward-looking statements include, but are not limited to, the following:

•

•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 us;

•Short-term leases expose us to the effects of declining market rents;

•Competition could limit our ability to lease apartments or increase or maintain rental income;

•We face risks associated with land holdings and related activities;

•The ongoing COVID-19 pandemic and measures intended to prevent its spread and impact have and continue to have a material adverse effect on our business, results of operations, cash flows, and financial condition;

•Development, redevelopment and construction risks could impact our profitability;

•Investments through joint ventures and investment funds involve risks not present in investments in which we are the sole investor;

•Our acquisition strategy may not produce the cash flows expected;

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

•Failure to qualify as a REIT could have adverse consequences;

•Tax laws may continue to change at any time and any such legislative or other actions could have a negative effect on us;

•A cybersecurity incident and other technology disruptions could negatively impact our business;

•We have significant debt, which could have adverse consequences;

•Insufficient cash flows could limit our ability to make required payments for debt obligations or pay distributions to shareholders;

•Issuances of additional debt may adversely impact our financial condition;

•We may be unable to renew, repay, or refinance our outstanding debt;

•Rising interest rates could both increase our borrowing costs, thereby adversely affecting our cash flows and the amounts available for distribution to our shareholders, and decrease our share price, if investors seek higher yields through other investments;

•Failure to maintain our current credit ratings could adversely affect our cost of funds, related margins, liquidity, and access to capital markets;;


•	~~Short-term leases expose us to the effects of declining market rents~~;


•	~~Competition could limit our ability to lease apartments or increase or maintain rental income~~;


•	~~We face risks associated with land holdings and related activities~~;


•	~~Development, redevelopment and construction risks could impact our profitability~~;


•	~~Investments through joint ventures and investment funds involve risks not present in investments in which we are the sole investor~~;


•	~~Competition could adversely affect our ability to acquire properties~~;


•	~~Our acquisition strategy may not produce the cash flows expected~~;


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


•	~~Failure to qualify as a REIT could have adverse consequences~~;


•	~~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 us~~;


•	~~Litigation risks could affect our business~~;


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


•	~~The implementation of future enhancements to our new enterprise resource planning system could interfere with our business and operations~~;


•	~~A cybersecurity incident and other technology disruptions could negatively impact our business~~;


•	~~We have significant debt, which could have adverse consequences~~;


•	~~Insufficient cash flows could limit our ability to make required payments for debt obligations or pay distributions to shareholders~~;


•	~~Issuances of additional debt may adversely impact our financial condition~~;


•	~~We may be unable to renew, repay, or refinance our outstanding debt~~;


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

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

•Share ownership limits and our ability to issue additional equity securities may prevent takeovers beneficial to shareholders;

•The form, timing and amount of dividend distributions in future periods may vary and be impacted by economic and other considerations;

•Competition could adversely affect our ability to acquire properties;

•Litigation risks could affect our business;

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

•


•	~~Failure to maintain our current credit ratings could adversely affect our cost of funds, related margins, liquidity, and access to capital markets~~;


•	~~Share ownership limits and our ability to issue additional equity securities may prevent takeovers beneficial to shareholders~~;


•	Our share price will fluctuate~~; and~~


•	~~The form, timing and amount of dividend distributions in future periods may vary and be impacted by economic and other considerations~~.

These forward-looking statements represent our estimates and assumptions as of the date of this report, and we assume no obligation to update or supplement forward-looking statements because of subsequent events.

Executive Summary

We are primarily engaged in the ownership, management, development, redevelopment, acquisition, and construction of multifamily apartment communities. Overall, we focus on investing in markets characterized by high-growth economic conditions, strong employment, and attractive quality of life which we believe leads to higher demand and retention of our apartments. As of December 31, ~~2019,~~2020, we owned interests in, operated, or were developing ~~172~~174 multifamily properties comprised of ~~58,315~~59,104 apartment homes across the United States as detailed in the following Property Portfolio table. In addition, we own other land holdings which we may develop into multifamily apartment communities in the future.

Impact of the Coronavirus Pandemic (COVID-19) on our Business

COVID-19 has currently resulted in a widespread health crisis which has adversely affected international, national, and local economies and financial markets generally, and has had an unprecedented effect on many industries including the multifamily industry. The discussions below, including without limitation statements with respect to outlooks of future operating performance and liquidity, are subject to the future effects of COVID-19 and the responses to curb its spread, which continue to evolve. Accordingly, the full magnitude of the pandemic and its ultimate effect on our results of operations, cash flows, financial condition, and liquidity for future years, is uncertain at this time.

Additionally, our property revenues and expenses have been and will likely continue to be impacted by COVID-19. For the three months ended December 31, 2020, we collected approximately 98.6% of our same store scheduled rents and approximately 1.4% were delinquent. Our January collections are approximately 96.9% of our same store scheduled rents and approximately 3.1% are delinquent.

Consolidated Results

Net income attributable to common shareholders ~~was~~decreased approximately ~~$219.6~~$95.7 million for the year ended December 31, ~~2019~~2020, as compared to ~~$156.1 million for~~ the same period in ~~2018. The~~2019.

During the year ended December 31, 2020, we incurred a COVID-19 related impact of approximately ~~$63.5~~$14.8 million ~~or 40.7% increase~~comprised of $9.5 million related to the Resident Relief Funds which were established in April 2020. Of this amount, approximately $9.1 million was paid to residents at our wholly-owned communities and was recorded as a reduction to property revenues, and approximately $1.3 million of Resident Relief Funds paid to residents of the operating communities owned by our unconsolidated joint ventures, of which we recognized our ownership interest of $0.4 million in equity in income of joint ventures. Additionally, we incurred approximately $4.5 million of COVID-19 expenses at our operating properties, which included $2.8 million of bonuses paid to on-site employees who provided essential services during the pandemic and $1.7 million in other directly-related COVID-19 expenses. During the year ended December 31, 2020, we also incurred approximately $0.8 million related to the Employee Relief Fund we established to help our employees impacted by COVID-19, which was recorded within general and administrative expenses.

In addition to the COVID-19 related expenses discussed above, the decrease during the year ended December 31, 2020 was also primarily due to ~~an increase from property operations relating to our existing operating, newly developed and acquired operating communities. The increase also~~a decrease of $49.5 million related to gains ~~recognized on~~from operating property dispositions in 2019, ~~including two consolidated operating properties~~higher depreciation expense of approximately $30.9 million, and ~~our proportionate share~~higher interest expense of ~~one operating property by one of our unconsolidated joint ventures. These increases were~~approximately $10.8 million, as compared to the same period in 2019.The decrease for the year ended December 31, 2020 was partially offset by ~~an increase in depreciation expense and a~~the approximate $12.0

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million loss on early retirement of ~~debt.~~debt in the fourth quarter of 2019 as compared to the $0.2 million loss recognized in the fourth quarter of 2020. See further discussions of our 2020 operations as compared to 2019 in "Results of Operations."

Property Operations

Our results for the year ended December 31, ~~2019~~2020 reflect an increase in same store revenues of ~~3.7%~~1.1% as compared to ~~2018.~~2019. These increases were primarily due to higher average rental rates which we believe was primarily attributable to ~~improving job growth,~~our focus on high-growth markets, favorable demographics, a manageable supply of new multifamily housing, and in part ~~to more~~many individuals choosing to rent versus ~~buy as evidenced~~buy. The increase during the year ended December 31, 2020 was partially offset by the ~~continued low level~~impact of ~~homeownership rates. We believe~~COVID-19.

Challenges within the continued low levels of homeownership rates are mainly attributable to costs of obtaining mortgage loans as well as changing trends of certain age-sectors having a higher propensity to rent, all of which promote apartment rentals. We also believe U.S. economic and employment growth are likely to continuemultifamily industry surfaced during 2020 due to COVID-19. Factors adversely affecting demand for and rents received from our multifamily communities remained and continue to remain intense and pervasive across the ~~supply~~United States. Overall weak consumer confidence, high unemployment, fears of ~~new multifamily homes will likely remain at manageable levels. If economic~~a prolonged recession, and government-imposed moratoriums on our ability to collect rents and/or evict non-paying tenants, among other factors, have also persisted through the date of this filing. Based on our belief these conditions ~~were to worsen or any of these factors were to adversely change, our operating results~~may continue, we could ~~be adversely affected.~~have a decline in property revenues during fiscal year 2021 and beyond.

Construction Activity

At December 31, ~~2019,~~2020, we had a total of ~~eight~~seven projects under construction to be comprised of ~~2,208~~2,254 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.~~homes. Initial occupancies of these ~~eight~~seven projects are currently scheduled to occur within the next 2427 months. ~~Excluding the project owned by one of the Funds, we~~We estimate the additional cost to complete the construction of the seven projects to be approximately ~~$358.6~~$325.4 million. The COVID-19 pandemic and efforts to curb its spread may adversely affect, among other matters, the timely completion and final project costs of some or all of our projects under development if, for example, we are required to temporarily cease construction, experience delays in obtaining governmental permits and authorizations, or experience disruption in the supply of or in the costs of materials or labor.

Acquisitions

~~Operating properties:~~Land: InDuring the year ended December ~~2019,~~31, 2020, we acquired ~~one operating property comprised~~approximately 4.1 acres of ~~186 apartment homes~~land in ~~Raleigh,~~Durham, North Carolina for approximately $75.1 million, and one operating property comprised of 552 apartment homes in Houston, Texas for approximately $147.2 million. In May 2019, we acquired one operating property comprised of 326 apartment homes located in Austin, Texas for approximately $120.4 million. In February 2019, we acquired one operating property comprised of 316 apartment homes located in Scottsdale, Arizona for approximately $97.1 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~~$27.6 million for the future development of approximately ~~400~~354 apartment ~~homes. In April 2019, we acquired~~homes, and 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.

Dispositions

~~Sale of Operating Properties:~~Land: During the year ended December 31, ~~2019,~~2020, we sold approximately 4.7 acres of land adjacent to one of 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 wasRaleigh, North Carolina for approximately ~~$69.4~~$0.8 million and we recognized a gain of ~~approximately $49.9~~$0.4 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.

Other

•In ~~February 2019,~~April 2020, 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~~$750.0 million of ~~secured conventional mortgage debt.~~

~~In June 2019, we issued $600 million of~~2.80%, senior unsecured notes due ~~July 1, 2029~~May 2030 at an effective annual interest rate of 2.91% under our ~~existing~~then-existing shelf registration statement.

•In May 2020, Camden's Chairman and CEO, and Executive Vice Chairman, each agreed to voluntarily reduce the amount of their respective annual bonus (cash or shares) which may be awarded in the future by $500,000. The aggregate $1.0 million compensation reduction served as a contribution to the Resident Relief Funds and to the Employee Relief Fund.

•In June 2020, we created an at-the market ("ATM") share offering program through which we can, but have no obligation to, sell common shares and we may also enter into separate forward sale agreements with forward purchasers for an aggregate offering price of up to $362.7 million (the "2020 ATM program").

•In October ~~2019,~~2020, we ~~issued $300~~entered into a $40.0 million two-year unsecured floating rate term loan with an unrelated third party and used the net proceeds, together with cash on hand, to repay our $100.0 million unsecured term loan which was scheduled to mature in 2022.

Table of ~~senior unsecured notes due November 1, 2049 under our existing shelf registration statement.~~Contents

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.~~

Future Outlook

Subject to market conditions, we intend to continue to seek opportunities to develop new communities, and to redevelop, reposition and acquire existing communities. We also intend to evaluate our operating property and land development portfolio and plan to continue our practice of selective dispositions as market conditions warrant and opportunities arise. We expect to maintain a strong balance sheet and 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 and cash equivalents, cash flows generated from operations, draws on our unsecured credit facility, the use of debt and equity offerings under our automatic shelf registration statement, proceeds from property dispositions, equity issued from our ATM programs, other unsecured borrowings, or secured mortgages.

As of December 31, ~~2019,~~2020, we had approximately ~~$23.2~~$420.4 million in cash and cash equivalents, and ~~$847.1~~$888.0 million available under our $900.0 million unsecured credit facility. As of the date of this filing, we had common shares having an aggregate offering price of up to ~~$287.7~~$362.7 million remaining available for sale under our ~~2017~~2020 ATM program and do not have any debt maturing through the year ending 2021. Additionally, as of December 31, ~~2019~~2020 and through the date of this filing, 100% of our consolidated properties were unencumbered. We believe we are well-positioned with a strong balance sheet and sufficient liquidity to fund new development, redevelopment, and other capital funding requirements. We will, however, continue to assess and take further actions we believe are prudent to meet our objectives and capital requirements.

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Property Portfolio

Our multifamily property portfolio is summarized as follows:

December 31, 2019 December 31, 2018

Apartment
Homes
Properties
Apartment
Homes
Properties
Operating Properties
Houston, Texas 9,301
26
8,749
25
Washington, D.C. Metro 6,862
19
6,862
19
Dallas, Texas 5,666
14
5,666
14
Atlanta, Georgia 4,496
14
4,496
14
Phoenix, Arizona 3,686
12
2,929
10
Austin, Texas 3,686
11
3,360
10
Orlando, Florida 3,594
10
3,594
10
Raleigh, North Carolina 3,240
9
3,054
8
Charlotte, North Carolina 3,104
14
3,076
13
Southeast Florida 2,781
8
2,781
8
Tampa, Florida 2,736
7
2,736
7
Los Angeles/Orange County, California 2,658
7
2,658
7
Denver, Colorado 2,632
8
2,632
8
San Diego/Inland Empire, California 1,665
5
1,665
5
Corpus Christi, Texas —
—
902
3
Total Operating Properties 56,107
164
55,160
161

Properties Under Construction
Houston, Texas 505
2
271
1
Atlanta, Georgia 366
1
365
1
Orlando, Florida 360
1
360
1
Phoenix, Arizona 343
1
441
1
Southeast Florida 269
1
—
—
Denver, Colorado 233
1
233
1
San Diego/Inland Empire, California 132
1
—
—
Charlotte, North Carolina —
—
28
1
Total Properties Under Construction 2,208
8
1,698
6
Total Properties 58,315
172
56,858
167


	December 31, 2020		December 31, 2019
	Apartment Homes	Properties	Apartment Homes	Properties
Operating Properties
Houston, Texas	9,806	28	9,301	26
Washington, D.C. Metro	6,862	19	6,862	19
Dallas, Texas	5,666	14	5,666	14
Atlanta, Georgia	4,496	14	4,496	14
Phoenix, Arizona	3,686	12	3,686	12
Austin, Texas	3,686	11	3,686	11
Orlando, Florida	3,594	10	3,594	10
Raleigh, North Carolina	3,240	9	3,240	9
Charlotte, North Carolina	3,104	14	3,104	14
Denver, Colorado	2,865	9	2,632	8
Southeast Florida	2,781	8	2,781	8
Tampa, Florida	2,736	7	2,736	7
Los Angeles/Orange County, California	2,663	7	2,658	7
San Diego/Inland Empire, California	1,665	5	1,665	5

Total Operating Properties	56,850	167	56,107	164

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	December 31, 2020		December 31, 2019
	Apartment Homes	Properties	Apartment Homes	Properties
Properties Under Construction
Phoenix, Arizona	740	2	343	1
Charlotte, North Carolina	387	1	—	—
Atlanta, Georgia	366	1	366	1
Orlando, Florida	360	1	360	1
Southeast Florida	269	1	269	1
Houston, Texas	—	—	505	2
Denver, Colorado	—	—	233	1
San Diego/Inland Empire, California	132	1	132	1









Total Properties Under Construction	2,254	7	2,208	8
Total Properties	59,104	174	58,315	172




Less: Unconsolidated Joint Venture Properties (1)
Houston, Texas	2,756	9	2,756	9
Austin, Texas	1,360	4	1,360	4
Dallas, Texas	1,250	3	1,250	3
Tampa, Florida	450	1	450	1
Raleigh, North Carolina	350	1	350	1
Orlando, Florida	300	1	300	1
Washington, D.C. Metro	281	1	281	1
Charlotte, North Carolina	266	1	266	1
Atlanta, Georgia	234	1	234	1

Total Unconsolidated Joint Venture Properties	7,247	22	7,247	22
Total Properties Fully Consolidated	51,857	152	51,068	150

Less: Unconsolidated Joint Venture Properties (1)

Houston, Texas (2)
2,756
9
2,522
8
Austin, Texas 1,360
4
1,360
4
Dallas, Texas 1,250
3
1,250
3
Tampa, Florida 450
1
450
1
Raleigh, North Carolina 350
1
350
1
Orlando, Florida 300
1
300
1
Washington, D.C. Metro 281
1
281
1
Charlotte, North Carolina 266
1
266
1
Atlanta, Georgia 234
1
234
1
Corpus Christi, Texas —
—
270
1
Total Unconsolidated Joint Venture Properties 7,247
22
7,283
22
Total Properties Fully Consolidated 51,068
150
49,575
145

(1)Refer to Note 8, "Investments in Joint Ventures," in the notes to Consolidated Financial Statements for further discussion of our joint venture investments.


~~(1)~~	~~Refer to Note 8, "Investments in Joint Ventures," in the notes to Consolidated Financial Statements for further discussion of our joint venture investments.~~


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

Stabilized Communities

We generally consider a property stabilized once it reaches 90% occupancy. During the year ended December 31, ~~2019,~~2020, stabilization was achieved at ~~three~~two consolidated operating properties as follows:

Stabilized Property and Location

Number of

Apartment

Homes

Date of

Construction

Completion

Date of

Stabilization

Consolidated Operating Property

Camden ~~Shady Grove~~Grandview II

~~Rockville, MD~~Charlotte, NC

~~457~~28

~~1Q18~~1Q19

~~1Q19~~1Q20

Camden ~~Washingtonian~~North End I

~~Gaithersburg, MD~~Phoenix, AZ

~~365~~441

~~4Q18~~1Q19

~~2Q19~~3Q20

~~Camden McGowen Station~~

~~Houston, TX~~

~~315~~

~~4Q18~~

~~4Q19~~

Consolidated total

~~1,137~~469

Completed Construction in Lease-Up

At December 31, ~~2019,~~2020, we had two consolidated completed operating properties and one of our unconsolidated joint ventures had one completed operating property in lease-up as follows:

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($ in millions)
Property and Location
Number of
Apartment
Homes

Cost
Incurred (1)
% Leased at 1/29/2020 Date of Construction Completion Estimated Date of Stabilization
Consolidated Operating Properties
Camden North End I
Phoenix, AZ 441
$ 98.8
75 % 1Q19 2Q20
Camden Grandview II
Charlotte, NC 28
22.5
93 % 1Q19 1Q20
Consolidated total 469
$ 121.3


($ in millions) Property and Location	Number of Apartment Homes	Cost Incurred (1)		% Leased at 2/3/2021		Date of Construction Completion	Estimated Date of Stabilization
Consolidated Operating Properties
Camden Downtown I
Houston, TX	271	$	131.2	59	%	3Q20	4Q21
Camden RiNo
Denver, CO	233	78.9		70		4Q20	2Q21
Consolidated total	504	$	210.1

Unconsolidated Operating Property
Camden Cypress Creek II (2)
Cypress, TX	234	$	32.2	51	%	4Q20	4Q21

(1) Excludes leasing costs, which are expensed as incurred.

(2) Property owned through an unconsolidated joint venture in which we own a 31.3% interest.

Properties Under Development

Our consolidated balance sheet at December 31, ~~2019~~2020 included approximately ~~$512.3~~$564.2 million related to properties under development and land. Of this amount, approximately ~~$413.4~~$444.6 million related to our projects currently under construction. In

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addition, we had approximately ~~$98.9~~$119.6 million primarily invested in land held for future development related to projects we currently expect to begin construction.

Communities Under Construction. At December 31, ~~2019,~~2020, we had seven consolidated properties ~~and one unconsolidated property held by one of the Funds,~~ in various stages of construction as follows:

($ in millions)
Property and Location
Number of
Apartment
Homes Estimated
Cost Cost
Incurred Included in
Properties
Under
Development Estimated
Date of
Construction
Completion Estimated
Date of
Stabilization
Consolidated Communities Under Construction
Camden Downtown I
Houston, TX 271
$ 132.0
$ 123.4
$ 123.4
3Q20 1Q21
Camden RiNo
Denver, CO 233
75.0
66.6
66.6
3Q20 4Q20
Camden Lake Eola
Orlando, FL 360
120.0
75.0
75.0
4Q20 3Q21
Camden Buckhead
Atlanta, GA 366
160.0
55.2
55.2
3Q21 2Q22
Camden North End II
Phoenix, AZ 343
90.0
31.3
31.3
4Q21 2Q22
Camden Hillcrest
San Diego, CA 132
95.0
42.7
42.7
3Q21 2Q22
Camden Atlantic
Plantation, FL 269
100.0
19.2
19.2
4Q21 1Q23
Consolidated total 1,974
$ 772.0
$ 413.4
$ 413.4

Unconsolidated Community Under Construction
Camden Cypress Creek II (1)
Cypress, TX
234
$ 38.0
$ 10.4
$ 10.4
1Q21 3Q21


($ in millions) Property and Location (1)	Number of Apartment Homes	Estimated Cost		Cost Incurred		Included in Properties Under Development		Estimated Date of Construction Completion	Estimated Date of Stabilization
Consolidated Communities Under Construction
Camden North End II (2) Phoenix, AZ	343	$	90.0	$	70.4	$	50.4	1Q22	3Q22
Camden Lake Eola Orlando, FL	360	125.0		116.6		116.6		2Q21	2Q22
Camden Buckhead Atlanta, GA	366	160.0		116.6		116.6		1Q22	3Q22
Camden Hillcrest San Diego, CA	132	95.0		64.3		64.3		4Q21	3Q22
Camden Atlantic Plantation, FL	269	100.0		38.3		38.3		4Q22	4Q23
Camden Tempe II Tempe, AZ	397	115.0		30.7		30.7		3Q23	1Q25
Camden NoDa Charlotte, NC	387	105.0		27.7		27.7		3Q23	1Q25
Consolidated total	2,254	$	790.0	$	464.6	$	444.6

(1)~~Property owned through an unconsolidated joint venture~~The COVID-19 pandemic and efforts to curb its spread may adversely affect, among other matters, the timely completion and final project costs of some or all of our projects under development if, for example, we are required to temporarily cease construction, experience delays in ~~which we own a 31.3% interest.~~obtaining governmental permits and authorizations, or experience disruption in the supply of or increases in the costs of materials or labor.

(2)Property in lease-up and was 26% leased at February 3, 2021.

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Development Pipeline Communities. At December 31, ~~2019,~~2020, we had the following consolidated communities undergoing development activities:


($ in millions) Property and Location	Projected Homes	Total Estimated Cost (1)		Cost to Date
Camden Durham	354	$	120.0	$	28.4
Durham, NC
Camden Arts District	354	150.0		33.0
Los Angeles, CA
Camden Cameron Village	355	115.0		20.8
Raleigh, NC
Camden Paces III	350	100.0		16.8
Atlanta, GA
Camden Downtown II	271	145.0		12.1
Houston, TX
Camden Highland Village II	300	100.0		8.5
Houston, TX
Total	1,984	$	730.0	$	119.6

($ in millions)
Property and Location

Projected
Homes

Total Estimated
Cost (1)
Cost to Date
Camden Hayden II 400
$ 110.0
$ 22.0
Tempe, AZ
Camden NoDa 400
100.0
14.8
Charlotte, NC
Camden Arts District 354
150.0
26.9
Los Angeles, CA
Camden Paces III 350
100.0
15.8
Atlanta, GA
Camden Downtown II 271
145.0
11.4
Houston, TX
Camden Highland Village II 300
100.0
8.0
Houston, TX
Total 2,075
$ 705.0
$ 98.9


~~(1)~~	(1)Represents our estimate of total costs we expect to incur on these projects. However, forward-looking statements are not guarantees of future performance, results, or events. Although we believe these expectations are based upon reasonable assumptions, future events rarely develop exactly as forecasted, and estimates routinely require adjustment.

~~Table~~ of ~~Contents~~total costs we expect to incur on these projects. However, forward-looking statements are not guarantees of future performance, results, or events. Although we believe these expectations are based upon reasonable assumptions, future events rarely develop exactly as forecasted, and estimates routinely require adjustment.

Geographic Diversification

At December 31, ~~2019~~2020 and ~~2018,~~2019, our real estate assets by various markets, excluding depreciation and investments in joint ventures, were as follows:


($ in thousands)	2020				2019
Washington, D.C. Metro	$	1,592,592	16.7	%	$	1,574,746	17.3	%
Houston, Texas	1,154,915		12.1		1,126,255		12.3
Atlanta, Georgia	833,172		8.7		755,323		8.3
Los Angeles/Orange County, California	778,179		8.1		755,976		8.3
Phoenix, Arizona	764,054		8.0		708,681		7.7
Southeast Florida	656,999		6.9		625,468		6.9
Orlando, Florida	646,936		6.8		596,007		6.5
Denver, Colorado	565,284		5.9		543,234		6.0
Dallas, Texas	529,726		5.5		519,833		5.7
Charlotte, North Carolina	451,442		4.7		429,640		4.7
Raleigh, North Carolina	427,756		4.5		371,827		4.1
San Diego/Inland Empire, California	420,538		4.4		392,158		4.3
Tampa, Florida	373,326		3.9		362,334		4.0
Austin, Texas	358,258		3.8		354,311		3.9

Total	$	9,553,177	100.0	%	$	9,115,793	100.0	%

($ in thousands) 2019 2018
Washington, D.C. Metro $ 1,574,746
17.3 % $ 1,551,925
18.6 %
Houston, Texas 1,126,255
12.3
899,458
10.8
Los Angeles/Orange County, California 755,976
8.3
738,856
8.9
Atlanta, Georgia 755,323
8.3
713,931
8.6
Phoenix, Arizona 708,681
7.7
563,797
6.8
Southeast Florida 625,468
6.9
599,907
7.2
Orlando, Florida 596,007
6.5
549,039
6.6
Denver, Colorado 543,234
6.0
502,761
6.0
Dallas, Texas 519,833
5.7
508,134
6.1
Charlotte, North Carolina 429,640
4.7
401,879
4.8
San Diego/Inland Empire, California 392,158
4.3
371,186
4.5
Raleigh, North Carolina 371,827
4.1
293,961
3.5
Tampa, Florida 362,334
4.0
350,517
4.2
Austin, Texas 354,311
3.9
234,743
2.8
Corpus Christi, Texas —
—
48,381
0.6
Total $ 9,115,793
100.0 % $ 8,328,475
100.0 %

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Results of Operations

Changes in revenues and expenses related to our operating properties from period to period are due primarily to the performance of stabilized properties in the portfolio, the lease-up of newly constructed properties, acquisitions, and dispositions. Where appropriate, comparisons of income and expense for communities included in continuing operations are made on a dollars-per-weighted average apartment home basis in order to adjust for such changes in the number of apartment homes owned during each period. Selected weighted averages for the years ended December 31 are as follows:

2019 2018
Average monthly property revenue per apartment home $ 1,765
$ 1,695
Annualized total property expenses per apartment home $ 7,546
$ 7,322
Weighted average number of operating apartment homes owned 100% 48,549
46,925
Weighted average occupancy of operating apartment homes owned 100% 96.0 % 95.6 %


	2020			2019
Average monthly property revenue per apartment home (1)	$	1,771		$	1,765
Annualized total property expenses per apartment home (2)	$	8,037		$	7,546
Weighted average number of operating apartment homes owned 100%	49,128			48,549
Weighted average occupancy of operating apartment homes owned 100%	95.3		%	96.0		%

(1)Average monthly property revenue per apartment home for the year ended December 31, 2020, includes approximately $9.1 million of Resident Relief Funds paid to residents at our wholly-owned communities who have experienced financial losses caused by COVID-19 and was recorded as a reduction to property revenues.

(2)Annualized total property expenses per apartment home includes approximately $4.5 million of directly-related COVID-19 expenses incurred at our operating properties for the year ended December 31, 2020.

Management considers property net operating income ("NOI") to be an appropriate supplemental measure of operating performance to net income because it reflects the operating performance of our communities without an allocation of corporate level property management overhead or general and administrative costs. We define NOI as total property income less property operating and maintenance expenses less real estate taxes. NOI is further detailed in the Property-Level NOI table as seen below. NOI is not defined by accounting principles generally accepted in the United States of America ("GAAP") and should not be considered an alternative to net income as an indication of our operating performance, should not be considered an alternative to net cash from operating activities as a measure of liquidity, and should not be considered an indication of cash available to fund cash needs. Additionally, NOI as disclosed by other REITs may not be comparable to our calculation.

~~Table of Contents~~

Reconciliations of net income to NOI for the year ended December 31, ~~2019~~2020 and ~~2018~~2019 are as follows:


(in thousands)	2020		2019
Net income	$128,579		$224,270
Less: Fee and asset management income	(10,800)		(8,696)
Less: Interest and other income	(2,949)		(3,090)
Less: Income on deferred compensation plans	(12,045)		(21,694)
Plus: Property management expense	24,201		25,290
Plus: Fee and asset management expense	3,954		5,759
Plus: General and administrative expense	53,624		53,201
Plus: Interest expense	91,526		80,706
Plus: Depreciation and amortization expense	367,162		336,274
Plus: Expense on deferred compensation plans	12,045		21,694
Plus: Loss on early retirement of debt	176		11,995
Less: Gain on sale of operating properties, including land	(382)		(49,901)
Less: Equity in income of joint ventures	(8,052)		(14,783)
Plus: Income tax expense	1,972		1,089


Net operating income	$	649,011	$	662,114

(in thousands) 2019 2018
Net income $224,270 $160,694
Less: Fee and asset management income (8,696 ) (7,231 )
Less: Interest and other income (3,090 ) (2,101 )
Less: (Income)/loss on deferred compensation plans (21,694 ) 6,535
Plus: Property management expense 25,290
25,581
Plus: Fee and asset management expense 5,759
4,451
Plus: General and administrative expense 53,201
50,735
Plus: Interest expense 80,706
84,263
Plus: Depreciation and amortization expense 336,274
300,946
Plus: Expense/(benefit) on deferred compensation plans 21,694
(6,535 )
Plus: Loss on early retirement of debt 11,995
—
Less: Gain on sale of operating properties (49,901 ) —
Less: Equity in income of joint ventures (14,783 ) (7,836 )
Plus: Income tax expense 1,089
1,424
Net operating income $ 662,114
$ 610,926

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Property-Level NOI (1)(2)

Property NOI, as reconciled above, is detailed further into the categories below for the year ended December 31, ~~2019~~2020 as compared to ~~2018:~~2019:


	Apartment Homes at	Year Ended December 31,				Change					Apartment Homes at	Year Ended December 31,				Change
($ in thousands)	12/31/2019	2019		2018		$		%		($ in thousands)	12/31/2020	2020		2019		$		%
Property revenues:										Property revenues:
Same store communities	41,986	$	856,066	$	825,606	$	30,460	3.7	%	Same store communities	43,710	$	914,254	$	904,400	$	9,854	1.1	%
Non-same store communities	6,639	147,259		110,048		37,211		33.8		Non-same store communities	5,389	132,881		105,289		27,592		26.2
Development and lease-up communities	2,443	6,936		1,751		5,185		*		Development and lease-up communities	2,758	2,341		2		2,339		*
Resident Relief Funds										Resident Relief Funds	—	(9,074)		—		(9,074)		*
Dispositions/other	—	18,200		17,100		1,100		6.4		Dispositions/other	—	3,435		18,770		(15,335)		(81.7)
Total property revenues	51,068	$	1,028,461	$	954,505	$	73,956	7.7	%	Total property revenues	51,857	$	1,043,837	$	1,028,461	$	15,376	1.5	%
Property expenses:										Property expenses:
Same store communities	41,986	$	303,647	$	297,826	$	5,821	2.0	%	Same store communities	43,710	$	332,623	$	320,344	$	12,279	3.8	%
Non-same store communities	6,639	52,822		38,611		14,211		36.8		Non-same store communities	5,389	51,051		38,709		12,342		31.9
Development and lease-up communities	2,443	2,685		491		2,194		*		Development and lease-up communities	2,758	3,065		—		3,065		*
COVID-19 expenses										COVID-19 expenses	—	4,540		—		4,540		*
Dispositions/other	—	7,193		6,651		542		8.1		Dispositions/other	—	3,547		7,294		(3,747)		(51.4)
Total property expenses	51,068	$	366,347	$	343,579	$	22,768	6.6	%	Total property expenses	51,857	$	394,826	$	366,347	$	28,479	7.8	%
Property NOI:										Property NOI:
Same store communities	41,986	$	552,419	$	527,780	$	24,639	4.7	%	Same store communities	43,710	$	581,631	$	584,056	$	(2,425)	(0.4)	%
Non-same store communities	6,639	94,437		71,437		23,000		32.2		Non-same store communities	5,389	81,830		66,580		15,250		22.9
Development and lease-up communities	2,443	4,251		1,260		2,991		*		Development and lease-up communities	2,758	(724)		2		(726)		*
COVID-19 Related Impact										COVID-19 Related Impact	—	(13,614)		—		(13,614)		*
Dispositions/other	—	11,007		10,449		558		5.3		Dispositions/other	—	(112)		11,476		(11,588)		(101.0)
Total property NOI	51,068	$	662,114	$	610,926	$	51,188	8.4	%	Total property NOI	51,857	$	649,011	$	662,114	$	(13,103)	(2.0)	%

* Not a meaningful percentage.

~~Table of Contents~~(1)

~~(1)~~

For 2020, same store communities are communities we owned and were stabilized since January 1, 2019, excluding communities under redevelopment and properties held for sale. Non-same store communities are stabilized communities not owned or stabilized since January 1, 2019, same store communities are communities we owned and were stabilized since January 1, 2018, excluding communities under redevelopment and properties held for sale. Non-same store communities are stabilized communities not owned or stabilized since January 1, 2018, including communities under redevelopment and excluding properties held for sale. We define communities under redevelopment as communities with capital expenditures that improve a community's cash flow and competitive position through extensive unit, exterior building, common area, and amenity upgrades. Management believes same store information is useful as it allows both management and investors to determine financial results over a particular period for the same set of communities. Development and lease-up communities are non-stabilized communities we have developed since January 1, 2018, excluding properties held for sale. We define communities under redevelopment as communities with capital expenditures that improve a community's cash flow and competitive position through extensive unit, exterior building, common area, and amenity upgrades. Management believes same store information is useful as it allows both management and investors to determine financial results over a particular period for the same set of communities. Development and lease-up communities are non-stabilized communities we have developed since January 1, 2019, excluding properties held for sale. COVID-19 Related Impact relates to the Resident Relief Funds which were established for our residents experiencing financial losses caused by COVID-19 and includes the amount we paid to residents at our wholly-owned communities as an adjustment to property revenues. The COVID-19 Related Impact also includes direct related expenses incurred at our operating properties as a result of the pandemic. Dispositions/other includes those communities disposed of or held for sale which are not classified as discontinued operations, non-multifamily rental properties, expenses related to land holdings not under active development, and other miscellaneous revenues and expenses.

Same Store Analysis

~~Year ended December 2019 compared to year ended December 2018~~

Same store property NOI ~~increased~~decreased approximately ~~$24.6~~$2.4 million for the year ended December 31, ~~2019~~2020 as compared to the same period in ~~2018.~~2019. The ~~increase~~decrease was due to an increase of approximately ~~$30.5~~$12.3 million in same store property expenses for the year ended December 31, 2020, partially offset by an increase of approximately $9.9 million in same store property revenues for the year ended December 31, ~~2019, partially offset by an~~2020, as compared to the same period in 2019.

The $12.3 million increase ~~of approximately $5.8 million~~ in same store property expenses for the year ended December 31, ~~2019,~~2020, as compared to the same period in ~~2018.~~2019, was primarily due to higher real estate taxes of approximately $5.8 million as a result of increased property valuations at a number of our communities, higher property insurance expenses of approximately $2.2 million as a

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result of higher premiums, higher salary expenses of approximately $1.9 million, higher utilities of approximately $1.6 million, and higher repair and maintenance costs of approximately $0.8 million.

The ~~$30.5~~$9.9 million increase in same store property revenues for the year ended December 31, ~~2019,~~2020, as compared to the same period in ~~2018,~~2019, was primarily due to an increase of approximately ~~$28.6~~$12.8 million in rental revenues primarily from a ~~3.4%~~1.6% increase in average rental rates ~~and~~of which approximately $6.2 million was recognized during the first quarter of 2020 primarily due to a 3.3% first quarter increase in average rental rates. The increase during the year ended December 31, 2020 was also due to an approximately ~~$1.9~~$3.4 million increase in income from our bulk internet and other utility rebilling ~~program.~~

~~The $5.8~~programs, and an approximate $3.1 million ~~increase in same store property expenses~~higher net reletting and other rental income. These increases for the year ended December 31, 2019, as compared to the same period in 2018, was primarily due to higher salary expenses of approximately $3.9 million, higher property insurance expenses of approximately $1.0 million as a result of higher premiums, higher real estate taxes of approximately $0.7 million as a result of higher property valuations and tax rates at a number of our communities, and higher other miscellaneous property expenses of approximately $0.6 million. These increases2020 were partially offset by ~~an approximate $0.4~~lower occupancy of approximately $3.5 million, higher bad debt expense of approximately $5.1 million due in part to COVID-19, and a decrease of approximately $0.8 million related to ~~lower repair~~fee and ~~maintenance costs as compared~~other income due to ~~the same period in 2018.~~waived late and other fees during COVID-19.

Non-same Store and Development and Lease-up Analysis

Property NOI from non-same store and development and lease-up communities increased approximately ~~$26.0~~$14.5 million for the year ended December 31, ~~2019~~2020, as compared to the same period in ~~2018.~~2019. The ~~increase was due to an increase~~increases were comprised of increases from non-same store communities of approximately ~~$42.4~~$15.2 million ~~in revenues~~and partially offset by decreases from development and lease-up communities of approximately $0.7 million for the year ended December 31, ~~2019, partially offset by an increase of approximately $16.4 million in expenses for the year ended December 31, 2019,~~2020, as compared to the same period in ~~2018.~~2019. The ~~increases~~increase in property revenues and expenses from our non-same store communities ~~were~~was primarily due to the acquisition of ~~three operating properties in 2018 and~~ four operating properties induring 2019, four operating properties reaching stabilization during 2019 and ~~the stabilization of one operating property in 2018 and three~~two operating properties ~~in 2019.~~reaching stabilization during the year ended December 31, 2020. The ~~increases~~slight decrease in property ~~revenues and expenses~~NOI from our development and lease-up communities were primarily due to the timing of completion and partial lease-up of two development properties during ~~2019.~~the year ended December 31, 2020. The following table details the changes, described above, relating to non-same store and development and lease-up NOI:


	For the year ended December 31,
(in millions)	2020 compared to 2019
Property Revenues
Revenues from acquisitions	$	22.2
Revenues from non-same store stabilized properties	5.0
Revenues from development and lease-up properties	2.3
Other	0.4
	$	29.9
Property Expenses
Expenses from acquisitions	$	10.2
Expenses from non-same store stabilized properties	1.0
Expenses from development and lease-up properties	3.0
Other	1.2
	$	15.4
Property NOI
NOI from acquisitions	$	12.0
NOI from non-same store stabilized properties	4.0
NOI from development and lease-up properties	(0.7)
Other	(0.8)
	$	14.5

COVID-19 Related Impact Analysis

The direct COVID-19 Related Impact was approximately $13.6 million for the year ended December 31, 2020 due to the Resident Relief Funds and the COVID-19 directly-related expenses incurred at our operating properties. In April 2020, we announced two Resident Relief Funds for our residents experiencing financial losses caused by COVID-19 and the Company paid approximately $9.1 million to approximately 7,100 residents of our wholly-owned communities which was recorded as a reduction to property revenues. During the year ended December 31, 2020, we also incurred approximately $4.5 million of directly-related COVID-19 expenses at our operating properties, which included $2.8 million of bonuses paid to on-site employees who provided essential services during the pandemic and approximately $1.7 million of other directly-related COVID-19 expenses.

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For the year ended December 31,
(in millions) 2019 compared to 2018
Property Revenues
Revenues from non-same store stabilized properties $ 15.7
Revenues from acquisitions 19.3
Revenues from development and lease-up properties 5.2
Other 2.2
$ 42.4
Property Expenses
Expenses from non-same store stabilized properties $ 5.1
Expenses from acquisitions 8.2
Expenses from development and lease-up properties 2.2
Other 0.9
$ 16.4
Property NOI
NOI from non-same store stabilized properties $ 10.6
NOI from acquisitions 11.1
NOI from development and lease-up properties 3.0
Other 1.3
$ 26.0

Dispositions/Other Property Analysis

Dispositions/other property NOI ~~increased~~decreased approximately ~~$0.6~~$11.6 million for the year ended December 31, ~~2019~~2020 as compared to the same period in ~~2018.~~2019. The ~~increase~~decrease was primarily due to lower retail property NOI of approximately $6.0 million which was primarily due to an approximate $3.5 million non-cash retail straight-line rent receivable adjustment in the ~~receipt~~fourth quarter of ~~business interruption insurance proceeds.~~

2020 as a result of our collectability assessment and determining it was no longer probable certain leasing revenue would be collected from retail tenants and an approximate $1.8 million increase in retail bad debt expense. The decrease was also due to approximately $4.9 million of property NOI from the disposition of two consolidated operating properties in the fourth quarter of 2019. We had no operating property dispositions during the year ended December 31, 2020.

Non-Property Income


	Year Ended December 31,					Change					Year Ended December 31,				Change
($ in thousands)	2019		2018			$		%		($ in thousands)	2020		2019		$		%
Fee and asset management	$	8,696	$	7,231		$	1,465	20.3	%	Fee and asset management	$	10,800	$	8,696	$	2,104	24.2	%
Interest and other income	3,090		2,101			989		47.1		Interest and other income	2,949		3,090		(141)		(4.6)
Income (loss) on deferred compensation plans	21,694		(6,535		)	28,229		*
Income on deferred compensation plans										Income on deferred compensation plans	12,045		21,694		(9,649)		*
Total non-property income	$	33,480	$	2,797		$	30,683	1,097.0	%	Total non-property income	$	25,794	$	33,480	$	(7,686)	(23.0)	%

* Not a meaningful percentage

Fee and asset management income from property management, asset management, construction, and development activities at our joint ventures and our third-party construction projects increased approximately ~~$1.5~~$2.1 million for the year ended December 31, ~~2019~~2020 as compared to ~~2018.~~2019. The increase for ~~2019~~2020 as compared to ~~2018~~2019 was primarily due to higher fees earned ~~on capital projects at Fund communities,~~related to an increase in third-party construction activity, and ~~higher~~increased construction and development activity for one property ~~management fees.~~

~~Interest and other income increased approximately $1.0 million for~~held by one of the ~~year ended~~Funds which completed construction in December 31, 2019, as compared to 2018. The increase was primarily related to higher interest income earned on investments in cash and cash equivalents due to maintaining higher average cash balances in 2019, as compared to 2018.2020.

Our deferred compensation plans recognized income of approximately $12.0 million and $21.7 million in 2020 and 2019, ~~and a loss of approximately $6.5 million in 2018.~~respectively. The changes were related to the performance of the investments held in deferred compensation plans for participants and were directly offset by the expense ~~(benefit)~~ related to these plans, as discussed below.

~~Table of Contents~~

Other Expenses


	Year Ended December 31,				Change
($ in thousands)	2020		2019		$		%
Property management	$	24,201	$	25,290	$	(1,089)	(4.3)	%
Fee and asset management	3,954		5,759		(1,805)		(31.3)
General and administrative	53,624		53,201		423		0.8
Interest	91,526		80,706		10,820		13.4
Depreciation and amortization	367,162		336,274		30,888		9.2
Expense on deferred compensation plans	12,045		21,694		(9,649)		*
Total other expenses	$	552,512	$	522,924	$	29,588	5.7	%

Year Ended
December 31,
Change
($ in thousands) 2019 2018 $ %
Property management $ 25,290
$ 25,581
$ (291 ) (1.1 )%
Fee and asset management 5,759
4,451
1,308
29.4
General and administrative 53,201
50,735
2,466
4.9
Interest 80,706
84,263
(3,557 ) (4.2 )
Depreciation and amortization 336,274
300,946
35,328
11.7
Expense (benefit) on deferred compensation plans 21,694
(6,535 ) 28,229
*
Total other expenses $ 522,924
$ 459,441
$ 63,483
13.8 %

* Not a meaningful percentage

Property management expenses, which primarily represent regional supervision and accounting costs related to property operations, decreased approximately ~~$0.3~~$1.1 million for the year ended December 31, ~~2019~~2020 as compared to ~~2018 .~~2019. The decrease was primarily related to lower ~~discretionary expenses and lower~~ incentive compensation expense and travel related expenses ~~due to a decrease~~ in ~~amortization costs as a result of having substantially three-year awards outstanding in 2019~~2020 as compared to ~~having three and five year awards in 2018.~~2019. The decrease was partially offset by higher ~~other compensation related~~salary and benefit costs. Property management expenses were ~~2.5%~~2.3% and ~~2.7%~~2.5% of total property revenues for the years ended December 31, ~~2019~~2020 and ~~2018,~~2019, respectively.

Fee and asset management expense from property management, asset management, construction, and development activities at our joint ventures and our third-party construction projects ~~increased~~decreased approximately ~~$1.3~~$1.8 million for the year ended December 31, ~~2019~~2020 as compared to ~~2018.~~2019. The decrease was primarily due to lower salaries and discretionary spending incurred in managing our joint ventures and construction activities in 2020 as compared to 2019.

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General and administrative expenses increased approximately $0.4 million for the year ended December 31, 2020 as compared to 2019. The increase was primarily due to higher salary and benefit costs, higher professional expenses, ~~incurred as a result of an increase in capital projects at Fund communities~~ and ~~an increase in third-party construction activity.~~

~~General and administrative expenses increased approximately $2.5 million during the year ended December 31, 2019~~higher information technology costs as compared to ~~2018.~~2019. The increase was ~~primarily due to higher compensation-related costs, professional fees, information technology costs,~~partially offset by lower incentive compensation expense and ~~other corporate initiative costs.~~lower travel related expenses. Excluding deferred compensation plans, general and administrative expenses were 5.1% ~~and 5.3%~~ of total revenues for each of the years ended December 31, ~~2019~~2020 and ~~2018, respectively.~~2019.

Interest expense ~~decreased~~increased approximately ~~$3.6~~$10.8 million for the year ended December 31, ~~2019~~2020 as compared to ~~2018.~~2019. The ~~decrease~~increase was primarily due to the ~~repayment~~issuance of ~~$380~~$600 million, 3.67% senior unsecured notes in June 2019, the issuance of ~~secured conventional mortgage~~$300 million, 3.41% senior unsecured notes ~~with a weighted average interest rate of 4.43%~~ in October ~~2018,~~2019, and the issuance of $750 million, 2.91% senior unsecured notes in April 2020. The increase was partially offset by the repayment of approximately $439.3 million of secured conventional mortgage debt with a weighted average interest rate of 5.2% in the first quarter of 2019, the ~~early~~ redemption of our $250 million, 4.78% senior unsecured notes due 2021, and the prepayment of an ~~approximately~~approximate $45.3 million, 4.38% secured conventional mortgage note in October 2019. The ~~decrease~~increase was also partially offset by ~~the issuance of~~higher capitalized interest in 2020 resulting from higher average balances in our development pipeline and a decrease in interest expense recognized on our $100 million ~~unsecured floating rate~~ term loan, ~~in September 2018; the issuance of $400 million, 3.74% senior unsecured notes~~which was repaid in October ~~2018; the issuance of $600 million, 3.67% senior unsecured notes~~2020 and had lower weighted average interest rates in ~~June 2019; and the issuance of $300 million, 3.35% senior unsecured notes in October~~2020 as compared to 2019. The ~~decrease~~increase in 2020 was further offset by ~~an increase~~a decrease in interest expense recognized on our unsecured credit facility due to ~~having higher~~lower balances outstanding ~~in 2019~~during 2020 as compared to ~~2018.~~2019.

Depreciation and amortization expense increased approximately ~~$35.3~~$30.9 million for the year ended December 31, ~~2019~~2020 as compared to ~~2018.~~2019. The increase was primarily due to the acquisition of ~~one operating property in September 2018 and~~ four operating properties in 2019, the completion of units in our development pipeline, the completion of repositions, and the partial completion of redevelopments during ~~2019~~2020 and ~~2018.~~2019. The increase was partially offset by a decrease in depreciation expense related to the disposition of two operating properties in December 2019.

Our deferred compensation plans incurred an expense of approximately $12.0 million and $21.7 million in 2020 and 2019, ~~and a benefit of approximately $6.5 million in 2018.~~respectively. These changes were related to the performance of the investments held in deferred compensation plans for participants and were directly offset by the income ~~(loss)~~ related to these plans, as discussed in the non-property income section above.

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Other


	Year Ended December 31,						Change				Year Ended December 31,				Change
(in thousands)	2019			2018			$			(in thousands)	2020		2019		$
Loss on early retirement of debt	$	(11,995	)	$	—		$	(11,995	)	Loss on early retirement of debt	$	(176)	$	(11,995)	$	11,819
Gain on sale of operating properties	$	49,901		$	—		$	49,901
Gain on sale of operating properties, including land										Gain on sale of operating properties, including land	382		49,901		(49,519)

Equity in income of joint ventures	14,783			7,836			6,947			Equity in income of joint ventures	8,052		14,783		(6,731)
Income tax expense	(1,089		)	(1,424		)	335			Income tax expense	(1,972)		(1,089)		(883)

The loss on early retirement of debt for the year ended December 31, 2020 related to the early retirement of our $100 million unsecured term loan which was scheduled to mature in 2022; this loss is primarily related to the applicable unamortized loan costs. The loss for the year ended December 31, 2019 related to the early redemption of our $250 million, 4.78% Senior Notes due 2021 and the prepayment of a $45.3 million, 4.38% secured conventional mortgage note due 2045.

~~Gain~~The gain on sale ~~of operating properties~~ for the year ended December 31, 2020 was due to the sale of approximately 4.7 acres of land adjacent to one of our operating properties in Raleigh, North Carolina for approximately $0.8 million. The gain on sale in 2019 was due to the sale of two operating properties located in Corpus Christi, Texas in the fourth quarter.

Equity in income of joint ventures ~~increased~~decreased approximately ~~$6.9~~$6.7 million for the year ended December 31, ~~2019~~2020 as compared to ~~2018.~~2019. The ~~increase~~decrease in 2020 was primarily due to a decrease in earnings due to the recognition of a $6.2 million proportionate share of ~~the~~ gain in 2019 related to the sale of one operating property by one of the Funds in ~~December~~the fourth quarter of 2019 and the approximate $1.3 million of Resident Relief Funds paid to residents of the operating communities owned by our unconsolidated joint ventures in 2020, which was recorded as ~~well as increases~~a reduction to property revenues. We recognized our ownership interest of the Resident Relief Funds of $0.4 million in equity in income of joint ventures. The decrease in earnings ~~from the~~was partially offset by lower interest expense recognized by operating properties owned by the ~~Funds.~~Funds due to lower weighted average interest rates on variable rate debt in 2020 as compared to 2019.

Income tax expense ~~decreased~~increased approximately ~~$0.3~~$0.9 million for the year ended December 31, ~~2019,~~2020, as compared to ~~2018.~~2019. The ~~decrease~~increase was primarily due to ~~lower~~an increase in state ~~income~~and local taxes ~~which included an approximate $0.1 million state income tax refund. The decrease was partially offset by~~and an increase in taxable income related to ~~our~~higher third-party construction activities conducted in a taxable REIT subsidiary.

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Funds from Operations (“FFO”) and Adjusted FFO ("AFFO")

Management considers FFO and AFFO to be appropriate 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 GAAP), excluding gains (or losses) associated with the sale of previously depreciated operating properties, real estate depreciation and amortization, impairments of depreciable assets, and adjustments for unconsolidated joint 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.

~~Table of Contents~~

Reconciliations of net income attributable to common shareholders to FFO and AFFO for the years ended December 31 are as follows:


($ in thousands)	2020		2019
Funds from operations
Net income attributable to common shareholders (1)	$	123,911	$	219,623
Real estate depreciation and amortization	357,489		328,045
Adjustments for unconsolidated joint ventures	9,483		8,987
Gain on sale of operating properties	—		(49,901)
Gain on sale of unconsolidated joint venture operating property	—		(6,204)
Income allocated to non-controlling interests	4,849		4,838
Funds from operations	$	495,732	$	505,388

Less: recurring capitalized expenditures	(77,525)		(72,172)
Adjusted funds from operations	$	418,207	$	433,216

Weighted average shares – basic	99,385		98,460
Incremental shares issuable from assumed conversion of:
Common share options and awards granted	53		119
Common units	1,748		1,753
Weighted average shares – diluted	101,186		100,332

(1) Net income attributable to common shareholders includes an approximate $3.5 million non-cash adjustment to retail straight-line rent receivable and a $14.8 million COVID-19 Related Impact for the year ended December 31, 2020. The total COVID-19 Related Impact for the year ended December 31, 2020, was comprised of $9.5 million related to the Resident Relief Funds which were established in April 2020. Of this amount, approximately $9.1 million was paid to residents at our wholly-owned communities and was recorded as a reduction to property revenues, and approximately $1.3 million of Resident Relief Funds paid to residents of the operating communities owned by our unconsolidated joint ventures, of which we recognized our ownership interest of $0.4 million in equity in income of joint ventures. Additionally, we incurred approximately $4.5 million of COVID-19 expenses at our operating communities, which included $2.8 million of bonuses paid to on-site employees who provided essential services during the pandemic and $1.7 million in other directly-related COVID-19 expenses. We also incurred approximately $0.8 million related to the Employee Relief Fund we established to help our employees impacted by COVID-19. Net income attributable to common shareholders for the year ended December 31, 2019 included an approximate $12.0 million loss on early retirement of debt related to the redemption of our 4.78% Senior Notes due 2021 and the prepayment of a 4.38% secured conventional mortgage note due 2045.

($ in thousands) 2019 2018
Funds from operations
Net income attributable to common shareholders (1)
$ 219,623
$ 156,128
Real estate depreciation and amortization 328,045
294,283
Adjustments for unconsolidated joint ventures 8,987
8,976
Gain on sale of operating properties (49,901 ) —
Gain on sale of unconsolidated joint venture operating property (6,204 ) —
Income allocated to non-controlling interests 4,838
4,595
Funds from operations $ 505,388
$ 463,982

Less: recurring capitalized expenditures (72,172 ) (72,296 )
Adjusted funds from operations $ 433,216
$ 391,686

Weighted average shares – basic 98,460
95,208
Incremental shares issuable from assumed conversion of:
Common share options and awards granted 119
158
Common units 1,753
1,835
Weighted average shares – diluted 100,332
97,201

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~~(1)~~	Net income attributable to common shareholders for the year ended December 31, 2019 included an approximate $12 million loss on early retirement of debt related to the redemption of our 4.78% Senior Notes due 2021 and the prepayment of a 4.38% secured conventional mortgage note due 2045.

Liquidity and Capital Resources

Financial Condition and Sources of Liquidity

We intend to maintain a strong balance sheet and preserve our financial flexibility, which we believe should enhance our ability to identify and capitalize on investment opportunities as they become available. We intend to maintain what management believes is a conservative capital structure by:

•extending and sequencing the maturity dates of our debt where practicable;

•managing interest rate exposure using what management believes to be prudent levels of fixed and floating rate debt;

•maintaining what management believes to be conservative coverage ratios; and

•using what management believes to be a prudent combination of debt and equity.

Our interest expense coverage ratio, net of capitalized interest, was approximately ~~7.3~~6.5 and ~~6.4~~7.3 times for the years ended December 31, ~~2019~~2020 and ~~2018,~~2019, respectively. This ratio is a method for calculating the amount of operating cash flows available to cover interest expense and is calculated by dividing interest expense for the period into the sum of property revenues and expenses, non-property income, and other expenses after adding back depreciation, amortization, and interest expense. All of our properties were unencumbered at both December 31, ~~2019~~2020 and ~~approximately 89.6% and 80.0% of our properties were unencumbered at December 31, 2018 and 2017, respectively.~~2019. Our weighted average maturity of debt was approximately ~~8.9~~8.4 years at December 31, ~~2019.~~2020.

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

Our primary sources of liquidity are cash and cash equivalents on hand and cash flow generated from operations. Other sources may include one or more of the following: availability under our unsecured credit facility, the use of debt and equity offerings under our automatic shelf registration statement, proceeds from property dispositions, equity issued from our ATM programs, and other unsecured borrowings or secured mortgages. We believe our liquidity and financial condition are sufficient to meet all of our reasonably anticipated cash needs during ~~2020~~2021 including:

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•normal recurring operating expenses;

•current debt service requirements, including debt maturities;

•recurring capital expenditures;

•reposition expenditures;

•funding of property developments, redevelopments, acquisitions, and joint venture investments; and

•the minimum dividend payments required to maintain our REIT qualification under the Code.

Factors which could increase or decrease our future liquidity include but are not limited to volatility in capital and credit markets, changes in rent control or rent stabilization laws, sources of financing, the minimum REIT dividend requirements, our ability to complete asset purchases, sales, or developments, the effect our debt level and changes in credit ratings could have on our cost of funds, and our ability to access capital markets. A variety of these factors, among others, could also be affected by COVID-19.

Cash Flows

The following is a discussion of our cash flows for the years ended December 31, ~~2019~~2020 and ~~2018.~~2019.

Net cash from operating activities was approximately $519.3 million during the year ended December 31, 2020 as compared to approximately $555.6 million during the year ended December 31, ~~2019 as compared to approximately $503.7 million during the year ended December 31, 2018.~~2019. The ~~increase~~decrease was primarily due to ~~growth attributable~~lower cash inflows from operating accounts due to the timing of payments to vendors, lower prepayment of rental income received from our ~~same store, non-same store communities,~~residents, and ~~development~~higher interest payments on our unsecured debt in 2020 as compared to 2019. The decrease was also due to the COVID-19 impact on our property revenues and ~~lease-up communities and changes~~property expenses. See further discussions of our 2020 operations as compared to 2019 in ~~our operating accounts.~~"Results of Operations." These ~~increases~~decreases were partially offset by cash outflows related to the settlement of our forward interest rate swaps in ~~2019 as compared to cash inflows received in 2018. See further discussions of our 2019 operations as compared to 2018 in "Results of Operations."~~2019.

Net cash used in investing activities during the year ended December 31, ~~2019~~2020 totaled approximately ~~$792.4~~$429.6 million as compared to ~~$640.9~~$792.4 million during the year ended December 31, ~~2018.~~2019. Cash outflows during 2020 primarily related to property development and capital improvements of approximately $427.2 million, and increases in non-real estate assets of $7.5

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million. These outflows were partially offset by a net decrease in notes receivable of $1.4 million. Cash outflows during 2019 primarily related to property development and capital improvements of approximately $407.6 million, the acquisition of four operating properties for approximately $436.3 million, and increases in non-real estate assets of $17.2 million. These outflows were partially offset by net proceeds from the sale of two operating properties of approximately $67.6 million and a net decrease in notes receivable of $1.4 million. Cash outflows during 2018 primarily related to property development and capital improvements of approximately $359.2 million, the acquisition of three operating properties for approximately $290.0 million, and increases in non-real estate assets of $14.5 million. These outflows were partially offset by the sale of land of approximately $11.3 million and a net decrease in notes receivable of $9.5 million. The increase in property development and capital improvements for ~~2019,~~2020, as compared to the same period in ~~2018,~~2019, was primarily due to the ~~acquisition of three development properties in 2019 as compared to one development property in 2018, the~~ timing and completion of ~~five~~four consolidated operating properties in ~~2018 and~~ 2019 and 2020, and the ~~completion~~acquisition of ~~repositions at several of our operating~~development properties. The property development and capital improvements during ~~2019~~2020 and ~~2018,~~2019, included the following:


	December 31,					December 31,
(in millions)	2019		2018		(in millions)	2020		2019
Expenditures for new development, including land	$	217.5	$	177.9	Expenditures for new development, including land	$	239.9	$	217.5
Capital expenditures	80.9		83.6		Capital expenditures	90.2		80.9
Reposition expenditures	66.7		49.8		Reposition expenditures	48.7		66.7
Capitalized interest, real estate taxes, and other capitalized indirect costs	26.6		24.3		Capitalized interest, real estate taxes, and other capitalized indirect costs	31.7		26.6
Redevelopment expenditures	15.9		23.6		Redevelopment expenditures	16.7		15.9
Total	$	407.6	$	359.2	Total	$	427.2	$	407.6

Net cash from financing activities totaled approximately $307.3 million during the year ended December 31, 2020 as compared to approximately $220.7 million during the year ended December 31, ~~2019 as compared~~2019. Cash inflows during 2020 primarily related to net ~~cash used~~proceeds of approximately ~~$197.0~~$782.8 million ~~during~~from the ~~year ended December 31, 2018.~~issuance of $750.0 million senior unsecured notes in April 2020 and a $40.0 million unsecured floating-rate term loan in October 2020. These cash inflows were partially offset by approximately $333.4 million to pay distributions to common shareholders and non-controlling interest holders, the repayment of an unsecured floating-rate term loan of approximately $100.0 million in the fourth quarter of 2020, and net payment of $44.0 million of borrowings from our unsecured line of credit. Cash inflows during 2019 primarily related to net proceeds of approximately $890.0 million from the issuance of $600.0 million senior unsecured notes in June 2019 and $300.0 million senior unsecured notes in October 2019, as well as net proceeds of ~~approximately~~ $353.2 million from the issuance of approximately 3.4 million common shares through an underwritten equity offering completed in February 2019 and approximately 0.2 million common shares through our 2017 ATM program. We also had net proceeds of $44.0 million of borrowings from our unsecured line of credit. These cash inflows were partially offset by the repayment of approximately $439.3 million of secured conventional mortgage debt in the first quarter of 2019, and the early redemption of our $250 million unsecured notes payable due 2021 and the prepayment of the approximate $45.3 million secured conventional mortgage note due 2045 and associated prepayment penalties in the fourth quarter of 2019. We also used approximately $317.3 million to pay

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distributions to common shareholders and non-controlling interest holders. Cash outflows during 2018 primarily related to the repayment of approximately $380.0 million variable and fixed rate secured conventional mortgage notes, approximately $298.0 million to pay distributions to common shareholders and non-controlling interest holders, and approximately $14.7 million for the repurchase of our common shares and redemption of units. These cash outflows during 2018 were partially offset by net proceeds of approximately $495.5 million from the issuance of $400.0 million senior unsecured notes and the issuance of a $100.0 million unsecured floating-rate term loan.

Financial Flexibility

~~In March 2019, we amended and restated our $600~~We have a $900 million unsecured credit facility ~~to, among other things, extend the maturity date from August 2019 to~~which matures in March 2023, with two options to further extend the facility at our election for two additional six-month periods and ~~increase the facility from $600 million to $900 million, which~~ may be expanded three times by up to an additional $500 million upon the satisfaction of certain conditions. The interest rate on our unsecured credit facility is based upon the ~~London Interbank Offered Rate ("LIBOR")~~LIBOR plus a margin which is subject to change as our credit ratings change. Advances under our credit facility may be priced at the scheduled rates, or we may enter into bid rate loans with participating banks at rates below the scheduled rates. These bid rate loans have terms of 180 days or less and may not exceed the lesser of $450 million or the remaining amount available under our credit facility. Our credit facility is subject to customary financial covenants and limitations. We believe we are in compliance with all such financial covenants and limitations as of December 31, ~~2019~~2020 and through the date of this filing.

Our credit facility provides us with the ability to issue up to $50.0 million in letters of credit. While our issuance of letters of credit does not increase our borrowings outstanding under our credit facility, it does reduce the amount available. At December 31, ~~2019,~~2020, we had approximately ~~$44.0 million of~~no borrowings outstanding on our $900.0 million credit facility and we had outstanding letters of credit totaling approximately ~~$8.9~~$12.0 million, leaving approximately ~~$847.1~~$888.0 million available under our credit facility.

We currently have an automatic shelf registration statement which allows us to offer common shares, preferred shares, debt securities, or warrants, and our Amended and Restated Declaration of Trust provides we may issue up to 185 million shares of beneficial interest, consisting of 175 million common shares and 10 million preferred shares. At December 31, ~~2019,~~2020, we had approximately ~~97.2~~97.4 million common shares outstanding, net of treasury shares and shares held in our deferred compensation arrangements, and no preferred shares outstanding.

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In ~~May 2017,~~June 2020, we created ~~an at-the market ("ATM") share offering~~the 2020 ATM program through which we can, but have no obligation to, sell common shares ~~having~~and also enter into separate forward sale agreements with forward purchasers for an aggregate offering price of up to ~~$315.3~~$362.7 million, ~~(the "2017 ATM program"),~~ in amounts and at times as we determine, into the existing trading market at current market prices as well as through negotiated transactions. Actual sales from time to time may depend on a variety of factors including, among others, market conditions, the trading price of our common shares, and determinations by management of the appropriate sources of funding for us. The proceeds from the sale of our common shares under the ~~2017~~2020 ATM program are intended to be used for general corporate purposes, which may include reducing future borrowings under our $900 million unsecured line of 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. There were no shares sold under the 2020 ATM program in the year ended December 31, 2020 and no shares have been sold through the date of this filing. As of the date of this filing, we had common shares having an aggregate offering price of up to ~~$287.7~~$362.7 million remaining available for sale under the ~~2017~~2020 ATM program. ~~No additional shares under the 2017 ATM program were sold subsequent to December 31, 2019 through the date of this filing.~~

We believe our ability to access capital markets is enhanced by our senior unsecured debt ratings by Moody’s, Fitch, and Standard and Poor's, which were A3 with stable outlook, A- with stable outlook, and A- with stable outlook, respectively, as of December 31, ~~2019.~~2020. We believe our ability to access capital markets is also enhanced by our ability to borrow on a secured basis from various institutions including banks, Fannie Mae, Freddie Mac, or life insurance companies. However, we may not be able to maintain our current credit ratings and may not be able to borrow on a secured or unsecured basis in the future.

Future Cash Requirements and Contractual Obligations

One of our principal long-term liquidity requirements includes the repayment of maturing debt, including any future borrowings under our unsecured credit facility. As of the date of this filing, we did not have any debt maturing through the year ending December 31, 2021. See Note 9, “Notes Payable,” in the notes to Consolidated Financial Statements for further discussion of scheduled maturities.

We estimate the additional cost to complete the construction of the seven consolidated projects to be approximately ~~$358.6~~$325.4 million. Of this amount, we expect to incur costs between approximately $220 million and $240 million during ~~2020~~2021 and to incur the remaining costs during ~~2021.~~2022 through 2023. Additionally, we expect to incur costs between approximately $65 million and $75 million related to the start of new development activities, between approximately ~~$52~~$58 million and ~~$56~~$62 million of repositions and revenue enhancing

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~~expenditures, between approximately $16 million and $20 million in redevelopment~~ expenditures and between approximately ~~$72~~$70 million and ~~$76~~$74 million of additional recurring capital expenditures. The COVID-19 pandemic and efforts to curb its spread may adversely affect, among other matters, the timely completion and final project costs of some or all of our projects under development if, for example, we are required to temporarily cease construction, experience delays in obtaining governmental permits and authorizations, or experience disruption in the supply of or increases in the costs of materials or labor.

We anticipate meeting our near-term liquidity requirements through a combination of one or more of the following: cash and cash equivalents, cash flows generated from operations, draws on our unsecured credit facility, the use of debt and equity offerings under our automatic shelf registration statement, proceeds from property dispositions, equity issued from our ~~2017~~2020 ATM program, other unsecured borrowings, or secured mortgages. We continue to evaluate our operating properties and land development portfolio and plan to continue our practice of selective dispositions as market conditions warrant and opportunities arise.

As a REIT, we are subject to a number of organizational and operational requirements, including a requirement to distribute current dividends to our shareholders equal to a minimum of 90% of our annual taxable income. In order to reduce the amount of income taxes, our general policy is to distribute at least 100% of our taxable income. In December ~~2019,~~2020, we announced our Board of Trust Managers had declared a quarterly dividend of ~~$0.80~~$0.83 per common share to our common shareholders of record as of December 16, ~~2019.~~2020. This dividend was subsequently paid on January ~~17, 2020~~15, 2021 and we paid equivalent amounts per unit to holders of common operating partnership units. When aggregated with previous ~~2019~~2020 dividends, this distribution to common shareholders and holders of the common operating partnership units equates to an annual dividend rate of ~~$3.20~~$3.32 per share or unit for the year ended December 31, ~~2019.~~2020.

Table of ~~$3.20 in 2019.~~Contents

The following table summarizes our known contractual cash obligations as of December 31, ~~2019:~~2020:


(in millions)	Total		2021		2022		2023		2024		2025		Thereafter
Debt maturities (1)	$	3,166.6	$	(3.7)	$	386.3	$	247.3	$	497.9	(1.8)		$	2,040.6
Interest payments (2)	891.1		108.8		108.3		91.3		73.0		66.4		443.3
Non-cancelable lease payments	14.5		3.5		3.1		3.0		2.8		2.0		0.1

	$	4,072.2	$	108.6	$	497.7	$	341.6	$	573.7	$	66.6	$	2,484.0

(in millions) Total 2020 2021 2022 2023 2024 Thereafter
Debt maturities (1)
$ 2,524.1
$ (3.1 ) $ (3.1 ) $ 447.0
$ 247.9
$ 542.6
$ 1,292.8
Interest payments (2)
790.6
91.1
91.1
87.9
71.5
52.2
396.8
Non-cancelable lease payments 17.1
3.4
3.2
2.9
2.7

2.8
2.1
$ 3,331.8
$ 91.4
$ 91.2
$ 537.8
$ 322.1
$ 597.6
$ 1,691.7
(1)Includes all available extension options, amortization of debt discounts and debt issuance costs, net of scheduled principal payments.


~~(1)~~	~~Includes all available extension options, amortization of debt discounts and debt issuance costs, net of scheduled principal payments.~~


~~(2)~~	Includes contractual interest payments for our senior unsecured notes and all available extension options. The interest payments on our unsecured term loan with floating interest rates were calculated based on the interest rates in effect as of December 31, 2019.

(2)Includes contractual interest payments for our senior unsecured notes and all available extension options. The interest payments on our unsecured term loan with floating interest rates were calculated based on the interest rates in effect as of December 31, 2020.

Off-Balance Sheet Arrangements

The joint ventures in which we have an interest have been funded in part with secured, third-party debt. At December 31, ~~2019,~~2020, our unconsolidated joint ventures had outstanding debt of approximately ~~$496.9~~$509.1 million. As of December 31, ~~2019,~~2020, we had no outstanding guarantees related to the loans of our unconsolidated joint ventures.

Inflation

~~Substantially all of our~~Our apartment leases are for aan average term ~~generally ranging from twelve to fifteen~~of approximately fourteen months. In an inflationary environment, we may realize increased rents at the commencement of new leases or upon the renewal of existing leases. We believe the short-term nature of our leases generally minimizes our risk from the adverse effects of inflation.

Critical Accounting Policies

The preparation of our financial statements in conformity with GAAP requires management to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the balance sheet date, and the amounts of revenues and expenses recognized during the reporting period. These estimates are based on historical experience and other assumptions believed to be reasonable under the circumstances. The following is a discussion of our critical accounting policies. For a discussion of all of our significant accounting policies, see Note 2, "Summary of Significant Accounting Policies and Recent Accounting Pronouncements," to the accompanying consolidated financial statements.

Valuation of Assets. Long-lived assets are reviewed for impairment annually or whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Impairment may exist if estimated future undiscounted cash flows associated with long-lived assets are not sufficient to recover the carrying value of such assets. We consider projected future

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undiscounted cash flows, trends, strategic decisions regarding future development plans, and other factors in our assessment of whether impairment ~~conditions~~indicators exist. While we believe our estimates of future cash flows are reasonable, different assumptions regarding a number of factors, including market rents, economic conditions, and occupancies, could significantly affect these estimates. When impairment exists, the long-lived asset is adjusted to its fair value. In estimating fair value, management uses appraisals, management estimates, and discounted cash flow calculations which utilize inputs from a marketplace participant’s perspective. In addition, we evaluate our equity investments in joint ventures and if we believe there is an other than temporary decline in market value of our investment below our carrying value, we will record an impairment charge.

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

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

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Recent Accounting Pronouncements

See Note 2, "Summary of Significant Accounting Policies and Recent Accounting Pronouncements" in the notes to Consolidated Financial Statements for further discussion of recent accounting pronouncements issued during the year ended December 31, ~~2019.~~2020.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

We believe the primary market risk we face is interest rate risk. 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. We do not utilize derivative financial instruments for trading or speculative purposes. The table below summarizes our debt as of December 31, ~~2019~~2020 and ~~2018:~~2019:


	December 31, 2019							December 31, 2018								December 31, 2020							December 31, 2019
	Amount (in millions)		Weighted Average Maturity (in years)	Weighted Average Interest Rate		% Of Total		Amount (in millions)		Weighted Average Maturity (in years)	Weighted Average Interest Rate		% Of Total			Amount (in millions)		Weighted Average Maturity (in years)	Weighted Average Interest Rate		% Of Total		Amount (in millions)		Weighted Average Maturity (in years)	Weighted Average Interest Rate		% Of Total
Fixed rate debt	$	2,380.4	9.3	3.8	%	94.3	%	$	2,222.0	5.0	4.3	%	95.7	%	Fixed rate debt	$	3,126.9	8.5	3.6	%	98.7	%	$	2,380.4	9.3	3.8	%	94.3	%
Variable rate debt	143.7		2.7	2.7	%	5.7	%	99.6		3.0	3.3	%	4.3	%	Variable rate debt	39.7		1.7	1.9	%	1.3	%	143.7		2.7	2.7	%	5.7	%

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 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. 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, ~~2019,~~2020, we had no hedges outstanding.

AtWe did not have any borrowings outstanding under our unsecured credit facility under our unsecured credit facility at December 31, ~~2019, we~~2020 and had approximately $44.0 million of borrowings outstanding ~~under our unsecured credit facility and did not have any amount outstanding~~ at December 31, ~~2018.~~2019. At December 31, ~~2019~~2020 and ~~2018,~~2019, we also had a term ~~loan~~loans of approximately ~~$99.7~~$39.7 million and ~~$99.6~~$99.7 million, respectively. If interest rates on the variable rate debt listed in the table above would have been 100 basis points higher throughout ~~2019~~2020 and ~~2018,~~2019, our annual interest costs would have increased by approximately ~~$1.4~~$0.4 million and ~~$1.0~~$1.4 million, respectively.

For fixed rate debt, interest rate changes affect the fair market value but do not impact net income attributable to common shareholders or cash flows. Holding other variables constant, if interest rates would have been 100 basis points higher as of December 31, ~~2019,~~2020, the fair value of our fixed rate debt would have decreased by approximately ~~$171.4~~$236.5 million.

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Item 8. Financial Statements and Supplementary Data

Our response to this item is included in a separate section at the end of this report beginning on page F-1.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

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). Based on the evaluation, the Chief Executive Officer and Chief Financial Officer concluded the disclosure controls and procedures as of the end of the period covered by this report are effective to ensure information required to be disclosed by us in our Exchange Act filings is accurately recorded, processed, summarized, and reported within the periods specified in the Securities and Exchange Commission's rules and forms and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

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.

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Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) promulgated under the Securities Exchange Act of 1934 as follows:

A process designed by, or under the supervision of, the Company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the Company's board of trust managers, management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

•Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

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

•Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Management assessed the effectiveness of our internal control over financial reporting as of December 31, ~~2019.~~2020. In making this assessment, management used the criteria established in Internal Control — Integrated Framework (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, ~~2019.~~2020.

Deloitte & Touche LLP, an independent registered public accounting firm, has issued an attestation report regarding the effectiveness of our internal control over financial reporting, which is included herein.

~~February 20, 2020~~

February 18, 2021

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Trust Managers of Camden Property Trust

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Camden Property Trust and subsidiaries (the “Company”) as of December 31, ~~2019,~~2020, 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, ~~2019,~~2020, 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 consolidated financial statements as of and for the year ended December 31, ~~2019,~~2020, of the Company and our report dated February ~~20, 2020,~~18, 2021, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The 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 Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

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

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may ~~deteriorate.~~

deteriorate.



/s/ DELOITTE & TOUCHE LLP

Houston, Texas
February ~~20, 2020~~18, 2021

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Item 9B. Other Information

None.

PART III

Item 10. Directors, Executive Officers, and Corporate Governance

Information with respect to this Item 10 is incorporated by reference from our Proxy Statement, which we expect to file on or about March 24, ~~2020~~2021 in connection with the Annual Meeting of Shareholders to be held on or about May 13, ~~2020.~~2021.

Item 11. Executive Compensation

Information with respect to this Item 11 is incorporated by reference from our Proxy Statement, which we expect to file on or about March 24, ~~2020~~2021 in connection with the Annual Meeting of Shareholders to be held on or about May 13, ~~2020.~~2021.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

Information with respect to this Item 12 is incorporated by reference from our Proxy Statement, which we expect to file on or about March 24, ~~2020~~2021 in connection with the Annual Meeting of Shareholders to be held on or about May 13, ~~2020.~~2021.

Item 13. Certain Relationships and Related Transactions, and Director Independence

Information with respect to this Item 13 is incorporated ~~herein~~ by reference from our Proxy Statement, which we expect to file on or about March 24, ~~2020~~2021 in connection with the Annual Meeting of Shareholders to be held on or about May 13, ~~2020.~~2021.

Item 14. Principal Accounting Fees and Services

Information with respect to this Item 14 is incorporated ~~herein~~ by reference from our Proxy Statement, which we expect to file on or about March 24, ~~2020~~2021 in connection with the Annual Meeting of Shareholders to be held on or about May 13, ~~2020.~~2021.

PART IV

Item 15. Exhibits and Financial Statement Schedules

The following documents are filed as part of this report:



(1) Financial Statements:
Report of Independent Registered Public Accounting Firm			F-1
Consolidated Balance Sheets as of December 31, ~~2019~~2020 and ~~2018~~2019			F-3
Consolidated Statements of Income and Comprehensive Income for the Years Ended December 31, 2020, 2019, ~~2018,~~ and ~~2017~~2018			F-4
Consolidated Statements of Equity for the Years Ended December 31, 2020, 2019, ~~2018,~~ and ~~2017~~2018			F-6
Consolidated Statements of Cash Flows for the Years Ended December 31, 2020, 2019, ~~2018,~~ and ~~2017~~2018			F-8
Notes to Consolidated Financial Statements			F-10

(2) Financial Statement Schedules:

Schedule III – Real Estate and Accumulated Depreciation			S-1
Schedule IV – Mortgage Loans on Real Estate			~~S-3~~ S-8

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

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(3) Index to Exhibits:

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

Exhibit No.

Description

Filed Herewith or Incorporated Herein by Reference (1)

3.1

Amended and Restated Declaration of Trust of Camden Property Trust (2)

Exhibit 3.1 to Form 10-K for the year ended December 31, 1993 - Rule 311-P

3.2

Amendment to the Amended and Restated Declaration of Trust of Camden Property Trust

Exhibit 3.1 to Form 10-Q for the quarter ended June 30, 1997

3.3

Amendment to the Amended and Restated Declaration of Trust of Camden Property Trust

Exhibit 3.1 to Form 8-K filed on May 14, 2012

3.4

~~Third~~Fifth Amended and Restated Bylaws of Camden Property Trust

Exhibit 99.1 to Form 8-K filed on ~~March 12, 2013~~February 2, 2021

~~3.5~~4.1

~~Fourth Amended and Restated Bylaws of Camden Property Trust~~

~~Exhibit 3.1 to Form 8-K filed on July 25, 2019~~

~~4.1~~

Specimen certificate for Common Shares of Beneficial Interest (2)

Form S-11 filed on September 15, 1993 (Registration No. 33-68736) - Rule 311-P

4.2

Indenture for Senior Debt Securities dated as of February 11, 2003 between Camden Property Trust and U. S. Bank National Association, as successor to SunTrust Bank, as Trustee

Exhibit 4.1 to Form S-3 filed on February 12, 2003 (Registration No. 333-103119)

4.3

First Supplemental Indenture dated as of May 4, 2007 between the Company and U.S. Bank National Association, as successor to SunTrust Bank, as Trustee

Exhibit 4.2 to Form 8-K filed on May 7, 2007

4.4

Second Supplemental Indenture dated as of June 3, 2011 between the Company and U.S. Bank National Association, as successor to SunTrust Bank, as Trustee

Exhibit 4.3 to Form 8-K filed on June 3, 2011

4.5

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

4.6

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)

4.7

Form of Camden Property Trust 2.95% Note due 2022

Exhibit 4.4 to Form 8-K filed on December 7, 2012

4.8

Form of Camden Property Trust 4.875% Note due 2023

Exhibit 4.5 to Form 8-K filed on June 3, 2011

4.9

Form of Camden Property Trust 4.250% Note due 2024

Exhibit 4.1 to Form 8-K filed on December 2, 2013

4.10

Form of Camden Property Trust 3.50% Note due 2024

Exhibit 4.1 to Form 8-K filed on September 12, 2014

4.11

Form of Camden Property Trust 4.100% Note due 2028

Exhibit 4.5 to Form 8-K filed on October 4, 2018

4.12

Form of Camden Property Trust 3.150% Note due 2029

Exhibit 4.5 to Form 8-K filed on June 17, 2019

4.13

Form of Camden Property Trust 3.350% Note due 2049

Exhibit 4.5 to Form 8-K filed on October 7, 2019

~~10.1~~

4.14

Form of Camden Property Trust 2.800% Note due 2030

Exhibit 4.5 to Form 8-K filed on April 21, 2020

4.15

Form of Camden Property Trust 2.800% Note due 2030

Exhibit 4.6 to Form 8-K filed on April 21, 2020

4.16

Description of the Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

Exhibit 4.14 to Form 10-K/A filed on March 6, 2020

10.1

Form of Indemnification Agreement between Camden Property Trust and certain of its trust managers and executive officers (2)

Form S-11 filed on July 9, 1993 (Registration No. 33-63588) - Rule 311-P

10.2

Second Amended and Restated Employment Agreement dated July 11, 2003 between Camden Property Trust and Richard J. Campo

Exhibit 10.1 to Form 10-Q for the quarter ended June 30, 2003

~~Table of Contents~~

Table of Contents

Exhibit No.

Description

Filed Herewith or Incorporated Herein by Reference (1)

10.3

Second Amended and Restated Employment Agreement dated July 11, 2003 between Camden Property Trust and D. Keith Oden

Exhibit 10.2 to Form 10-Q for the quarter ended June 30, 2003

10.4

Form of First Amendment to Second Amended and Restated Employment Agreements, effective as of January 1, 2008, between Camden Property Trust and each of Richard J. Campo and D. Keith Oden

Exhibit 99.1 to Form 8-K filed on November 30, 2007

10.5

Second Amendment to Second Amended and Restated Employment Agreement, dated as of March 14, 2008, between Camden Property Trust and D. Keith Oden

Exhibit 99.1 to Form 8-K filed on March 18, 2008

10.6

Form of Employment Agreement by and between Camden Property Trust and certain senior executive officers

Exhibit 10.13 to Form 10-K for the year ended December 31, 1996

10.7

Second Amended and Restated Employment Agreement, dated November 3, 2008, between Camden Property Trust and H. Malcolm Stewart

Exhibit 99.1 to Form 8-K filed on November 4, 2008

10.8

Second Amended and Restated Camden Property Trust Key Employee Share Option Plan (KEYSOP^™), effective as of January 1, 2008

Exhibit 99.5 to Form 8-K filed on November 30, 2007

10.9

Amendment No. 1 to Second Amended and Restated Camden Property Trust Key Employee Share Option Plan, effective as of January 1, 2008

Exhibit 99.1 to Form 8-K filed on December 8, 2008

10.10

Form of Amended and Restated Master Exchange Agreement between Camden Property Trust and certain key employees

Exhibit 10.7 to Form 10-K for the year ended December 31, 2003

10.11

Form of Amended and Restated Master Exchange Agreement between Camden Property Trust and certain trust managers

Exhibit 10.8 to Form 10-K for the year ended December 31, 2003

10.12

Form of Amended and Restated Master Exchange Agreement between Camden Property Trust and certain key employees

Exhibit 10.9 to Form 10-K for the year ended December 31, 2003

10.13

Form of Master Exchange Agreement between Camden Property Trust and certain trust managers

Exhibit 10.10 to Form 10-K for the year ended December 31, 2003

10.14

Form of Amendment No. 1 to Amended and Restated Master Exchange Agreement (Trust Managers) effective November 27, 2007

Exhibit 10.1 to Form 10-Q filed on July 30, 2010

10.15

Form of Amendment No. 1 to Amended and Restated Master Exchange Agreement (Key Employees) effective November 27, 2007

Exhibit 10.2 to Form 10-Q filed on July 30, 2010

10.16

Form of Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P.

Exhibit 10.1 to Form S-4 filed on February 26, 1997 (Registration No. 333-22411)

10.17

First Amendment to Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P., dated as of February 23, 1999

Exhibit 99.2 to Form 8-K filed on March 10, 1999

10.18

Form of Second Amendment to Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P., dated as of August 13, 1999

Exhibit 10.15 to Form 10-K for the year ended December 31, 1999

10.19

Form of Third Amendment to Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P., dated as of September 7, 1999

Exhibit 10.16 to Form 10-K for the year ended December 31, 1999

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Exhibit No.

Description

Filed Herewith or Incorporated Herein by Reference (1)

10.20

Form of Fourth Amendment to Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P., dated as of January 7, 2000

Exhibit 10.17 to Form 10-K for the year ended December 31, 1999

10.21

Form of Amendment to Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P., dated as of December 1, 2003

Exhibit 10.19 to Form 10-K for the year ended December 31, 2003

10.22

Amended and Restated 1993 Share Incentive Plan of Camden Property Trust

Exhibit 10.18 to Form 10-K for the year ended December 31, 1999

10.23

Amended and Restated Camden Property Trust 1999 Employee Share Purchase Plan

Exhibit 10.1 to Form 10-Q for the quarter ended June 30, 2014

10.24

Amended and Restated 2002 Share Incentive Plan of Camden Property Trust

Exhibit 10.1 to Form 10-Q for the quarter ended March 31, 2002

10.25

Camden Property Trust 2018 Employee Share Purchase Plan

Exhibit 99.2 to Form 8-K filed on May 17, 2018

10.26

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

10.27

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

10.28

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

10.29

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

10.30

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

10.31

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

10.32

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

10.33

Camden Property Trust Short Term Incentive Plan

Exhibit 10.2 to Form 10-Q for the quarter ended March 31, 2002

10.34

Second Amended and Restated Camden Property Trust Non-Qualified Deferred Compensation Plan

Exhibit 99.1 to Form 8-K filed on February 21, 2014

10.35

Amended and Restated Camden Property Trust Non-Qualified Deferred Compensation Plan

Exhibit 10.35 to Form 10-K filed on February 15, 2019

10.36

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)

10.37

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)

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SIGNATURES

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

February ~~20, 2020~~18, 2021

CAMDEN PROPERTY TRUST

By:

/s/ Michael P. Gallagher

Michael P. Gallagher

Senior Vice President — Chief Accounting Officer

Table of Contents

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

Name

Title

Date

/s/ Richard J. Campo

Chairman of the Board of Trust

February 18, 2021

Richard J. Campo

Managers and Chief Executive
Officer (Principal Executive Officer)

/s/ D. Keith Oden

Executive Vice Chairman of the Board of Trust

February 18, 2021

D. Keith Oden

Managers

/s/ Alexander J. Jessett

Executive Vice President - Finance and

February 18, 2021

Alexander J. Jessett

Chief Financial Officer (Principal Financial Officer)

/s/ Michael P. Gallagher

Senior Vice President - Chief Accounting

February 18, 2021

Michael P. Gallagher

Officer (Principal Accounting
Officer)

~~Name~~*

~~Title~~

~~Date~~

~~/s/ Richard J. Campo~~

~~Chairman of the Board of Trust~~

~~February 20, 2020~~

~~Richard J. Campo~~

~~Managers and Chief Executive~~

~~Officer (Principal Executive Officer)~~

~~/s/ D. Keith Oden~~

~~Executive Vice Chairman of the Board of Trust~~

~~February 20, 2020~~

~~D. Keith Oden~~

~~Managers~~

~~/s/ Alexander J. Jessett~~

~~Executive Vice President - Finance,~~

~~February 20, 2020~~

~~Alexander J. Jessett~~

~~Chief Financial Officer and Treasurer (Principal~~

~~Financial Officer)~~

~~/s/ Michael P. Gallagher~~

~~Senior Vice President - Chief Accounting~~

~~February 20, 2020~~

~~Michael P. Gallagher~~

~~Officer (Principal Accounting~~

~~Officer)~~

Heather J. Brunner

Trust Manager

February ~~20, 2020~~18, 2021

Mark D. Gibson

Trust Manager

February 18, 2021

Scott S. Ingraham

Trust Manager

February ~~20, 2020~~18, 2021

Renu Khator

Trust Manager

February ~~20, 2020~~18, 2021

~~William B. McGuire, Jr.~~

~~Trust Manager~~

~~February 20, 2020~~

William F. Paulsen

Trust Manager

February ~~20, 2020~~18, 2021

Frances Aldrich Sevilla-Sacasa

Trust Manager

February ~~20, 2020~~18, 2021

Steven A. Webster

Trust Manager

February ~~20, 2020~~18, 2021

Kelvin R. Westbrook

Trust Manager

February ~~20, 2020~~18, 2021

*By: /s/ Alexander J. Jessett

Alexander J. Jessett

Attorney-in-fact

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trust Managers of Camden Property Trust

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Camden Property Trust and subsidiaries (the "Company") as of December 31, ~~2019~~2020 and ~~2018,~~2019, 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, ~~2019,~~2020, 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, ~~2019~~2020 and ~~2018,~~2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, ~~2019,~~2020, 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, ~~2019,~~2020, 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 ~~20, 2020,~~18, 2021, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of this critical audit ~~matters~~matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Asset Impairment - Determination of Impairment Indicators of Properties Under Development, Including Land - Refer to Note 2 to the financial statements

Critical Audit Matter Description

The Company’s evaluation of properties under development, including land (“properties under development”), for impairment involves an initial assessment to determine whether events or changes in circumstances indicate that the carrying amount of properties under development may not be recoverable. Possible indications of impairment of properties under development may include deterioration of market conditions or changes in the Company’s development strategy that may significantly affect key assumptions ~~used in fair value estimates.~~used.

The Company considers projected future undiscounted cash flows, trends, strategic decisions regarding future development plans, and other factors in the assessment of whether impairment ~~conditions~~indicators exist. The Company makes significant assumptions ~~such as~~regarding expected market conditions, including project start date, projected construction costs, as well as estimates of demand for multifamily communities, market rents, economic conditions, and occupancies, to evaluate properties under development

F-1

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for possible indications of impairment. Changes in these assumptions could

~~F-1~~

~~Table of Contents~~

have a significant impact on concluding whether impairment indications exist, which would require a recoverability test to be performed for the properties under development. As of December 31, ~~2019,~~2020, the Company’s properties under development had an aggregate book value of ~~$512.3~~$564.2 million, and no impairment loss has been recognized for the year ended December 31, ~~2019.~~2020.

Given the Company’s evaluation of ~~impairment indicators for the~~ properties under development for impairment indicators requires management to make judgments related to ~~significant~~the assumptions described above, performing audit procedures to evaluate whether management appropriately identified events or changes in circumstances indicating that the carrying amounts may not be recoverable required a high degree of auditor judgment.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the evaluation of ~~properties~~property under development for possible indications of impairment included the following, among others:

•We tested the effectiveness of controls over management’s process of identifying indicators of asset impairment, including controls over management’s estimates of projected occupancy and market rent, projected construction costs, and other market and economic assumptions.

•We evaluated the reasonableness of management’s impairment indicator analysis by performing the following procedures:


◦	Compared projected net operating income growth, occupancy rate, and capitalization rate for each property to market averages from third-party market reports and to the Company’s financial performance for operating properties in the same or nearby markets.

◦

Discussed with management and read Board of Trust Managers' meeting minutes to determine if there were any significant adverse changes in legal factors or in the business climate that could affect management’s plans for properties under development, including if it is more likely than not that the properties under development will be sold, not developed, or otherwise disposed of significantly before the end of its previously estimated useful life.


◦	~~Performed a retrospective lookback review of completed construction projects to determine if projected costs are reasonable to actual completed construction costs.~~

◦Compared projected net operating income growth, occupancy rate, and capitalization rate for each property to market averages from third party market reports and to the Company’s historical financial performance for operating properties in the same or nearby markets;

◦Discussed with management and read minutes for Board of Trust Managers and Investment Committee meetings to determine if there were any significant adverse changes in legal factors or in the business climate that could affect management’s plans for properties under development, including if it is more likely than not that any property under development will be sold, not developed, or otherwise disposed of significantly before the end of its previously estimated useful life;

◦Performed a retrospective lookback review of completed development properties to determine if management’s projected costs, construction completion date, and stabilized net operating income during development were comparable to actual results ultimately realized.

•We performed a search for ~~negative~~contradictory evidence by reading ~~third-party~~third party market reports to evaluate management’s analysis to identify any significant changes in economic factors, industry factors, or other ~~adverse~~ events that may result in an impairment indicator.



/s/ DELOITTE & TOUCHE LLP

Houston, Texas
February ~~20, 2020~~18, 2021

We have served as the Company's auditor since 1993.

F-2

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CAMDEN PROPERTY TRUST

CONSOLIDATED BALANCE SHEETS


	December 31,							December 31,
(in thousands, except per share amounts)	2019			2018			(in thousands, except per share amounts)	2020		2019
Assets							Assets
Real estate assets, at cost							Real estate assets, at cost
Land	$	1,199,384		$	1,098,526		Land	$	1,225,214	$	1,199,384
Buildings and improvements	7,404,090			6,935,971			Buildings and improvements	7,763,748		7,404,090
	$	8,603,474		$	8,034,497			$	8,988,962	$	8,603,474
Accumulated depreciation	(2,686,025		)	(2,403,149		)	Accumulated depreciation	(3,034,186)		(2,686,025)
Net operating real estate assets	$	5,917,449		$	5,631,348		Net operating real estate assets	$	5,954,776	$	5,917,449
Properties under development, including land	512,319			293,978			Properties under development, including land	564,215		512,319
Investments in joint ventures	20,688			22,283			Investments in joint ventures	18,994		20,688

Total real estate assets	$	6,450,456		$	5,947,609		Total real estate assets	$	6,537,985	$	6,450,456
Accounts receivable – affiliates	21,833			22,920			Accounts receivable – affiliates	20,158		21,833
Other assets, net	248,716			205,454			Other assets, net	216,276		248,716

Cash and cash equivalents	23,184			34,378			Cash and cash equivalents	420,441		23,184
Restricted cash	4,315			9,225			Restricted cash	4,092		4,315
Total assets	$	6,748,504		$	6,219,586		Total assets	$	7,198,952	$	6,748,504
Liabilities and equity							Liabilities and equity
Liabilities							Liabilities
Notes payable							Notes payable
Unsecured	$	2,524,099		$	1,836,427		Unsecured	$	3,166,625	$	2,524,099
Secured	—			485,176

Accounts payable and accrued expenses	171,719			146,866			Accounts payable and accrued expenses	175,608		171,719
Accrued real estate taxes	54,408			54,358			Accrued real estate taxes	66,156		54,408
Distributions payable	80,973			74,982			Distributions payable	84,147		80,973
Other liabilities	215,581			183,999			Other liabilities	189,829		215,581
Total liabilities	$	3,046,780		$	2,781,808		Total liabilities	$	3,682,365	$	3,046,780
Commitments and contingencies (Note 14)							Commitments and contingencies (Note 14)	0		0
Non-qualified deferred compensation share awards	—			52,674

Equity							Equity
Common shares of beneficial interest; $0.01 par value per share; 175,000 shares authorized; 109,110 and 105,503 issued; 106,878 and 103,080 outstanding at December 31, 2019 and 2018, respectively	1,069			1,031
Common shares of beneficial interest; $0.01 par value per share; 175,000 shares authorized; 109,110 and 109,110 issued; 106,860 and 106,878 outstanding at December 31, 2020 and 2019, respectively							Common shares of beneficial interest; $0.01 par value per share; 175,000 shares authorized; 109,110 and 109,110 issued; 106,860 and 106,878 outstanding at December 31, 2020 and 2019, respectively	1,069		1,069
Additional paid-in capital	4,566,731			4,154,763			Additional paid-in capital	4,581,710		4,566,731
Distributions in excess of net income attributable to common shareholders	(584,167		)	(495,496		)	Distributions in excess of net income attributable to common shareholders	(791,079)		(584,167)
Treasury shares, at cost (9,636 and 9,841 common shares, at December 31, 2019 and 2018, respectively)	(348,419		)	(355,804		)
Accumulated other comprehensive income (loss)	(6,529		)	6,929
Treasury shares, at cost (9,442 and 9,636 common shares, at December 31, 2020 and 2019, respectively)							Treasury shares, at cost (9,442 and 9,636 common shares, at December 31, 2020 and 2019, respectively)	(341,412)		(348,419)
Accumulated other comprehensive loss							Accumulated other comprehensive loss	(5,383)		(6,529)
Total common equity	$	3,628,685		$	3,311,423		Total common equity	$	3,444,905	$	3,628,685
Non-controlling interests	73,039			73,681			Non-controlling interests	71,682		73,039
Total equity	$	3,701,724		$	3,385,104		Total equity	$	3,516,587	$	3,701,724
Total liabilities and equity	$	6,748,504		$	6,219,586		Total liabilities and equity	$	7,198,952	$	6,748,504

See Notes to Consolidated Financial Statements.

F-3

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CAMDEN PROPERTY TRUST

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME


	Year Ended December 31,
(in thousands, except per share amounts)	2020		2019		2018



Property revenues	$	1,043,837	$	1,028,461	$	954,505
Property expenses
Property operating and maintenance	$	252,190	$	235,589	$	220,732
Real estate taxes	142,636		130,758		122,847
Total property expenses	$	394,826	$	366,347	$	343,579
Non-property income
Fee and asset management	$	10,800	$	8,696	$	7,231
Interest and other income	2,949		3,090		2,101
Income (loss) on deferred compensation plans	12,045		21,694		(6,535)
Total non-property income	$	25,794	$	33,480	$	2,797
Other expenses
Property management	$	24,201	$	25,290	$	25,581
Fee and asset management	3,954		5,759		4,451
General and administrative	53,624		53,201		50,735
Interest	91,526		80,706		84,263
Depreciation and amortization	367,162		336,274		300,946
Expense (benefit) on deferred compensation plans	12,045		21,694		(6,535)
Total other expenses	$	552,512	$	522,924	$	459,441
Loss on early retirement of debt	(176)		(11,995)		0
Gain on sale of operating properties, including land	382		49,901		0




Equity in income of joint ventures	8,052		14,783		7,836
Income from continuing operations before income taxes	$	130,551	$	225,359	$	162,118
Income tax expense	(1,972)		(1,089)		(1,424)



Net income	$	128,579	$	224,270	$	160,694
Less income allocated to non-controlling interests	(4,668)		(4,647)		(4,566)

Net income attributable to common shareholders	$	123,911	$	219,623	$	156,128

Year Ended December 31,
(in thousands, except per share amounts) 2019 2018 2017
Property revenues $ 1,028,461
$ 954,505
$ 900,896
Property expenses
Property operating and maintenance $ 235,589
$ 220,732
$ 217,817
Real estate taxes 130,758
122,847
110,925
Total property expenses $ 366,347
$ 343,579
$ 328,742
Non-property income
Fee and asset management $ 8,696
$ 7,231
$ 8,176
Interest and other income 3,090
2,101
3,011
Income (loss) on deferred compensation plans 21,694
(6,535 ) 16,608
Total non-property income $ 33,480
$ 2,797
$ 27,795
Other expenses
Property management $ 25,290
$ 25,581
$ 25,773
Fee and asset management 5,759
4,451
3,903
General and administrative 53,201
50,735
50,587
Interest 80,706
84,263
86,750
Depreciation and amortization 336,274
300,946
263,974
Expense (benefit) on deferred compensation plans 21,694
(6,535 ) 16,608
Total other expenses $ 522,924
$ 459,441
$ 447,595
Loss on early retirement of debt (11,995 ) —
(323 )
Gain on sale of operating properties 49,901
—
43,231
Equity in income of joint ventures 14,783
7,836
6,822
Income from continuing operations before income taxes $ 225,359
$ 162,118
$ 202,084
Income tax expense (1,089 ) (1,424 ) (1,224 )
Net income $ 224,270
$ 160,694
$ 200,860
Less income allocated to non-controlling interests (4,647 ) (4,566 ) (4,438 )
Net income attributable to common shareholders $ 219,623
$ 156,128
$ 196,422


Total earnings per share – basic	1.24	2.23	1.63



Total earnings per share – diluted	1.24	2.22	1.63



Weighted average number of common shares outstanding – basic	99,385	98,460	95,208
Weighted average number of common shares outstanding – diluted	99,438	99,384	95,366

Total earnings per share – basic 2.23
1.63
2.14
Total earnings per share – diluted 2.22
1.63
2.13
Weighted average number of common shares outstanding – basic 98,460
95,208
91,499
Weighted average number of common shares outstanding – diluted 99,384
95,366
92,515




Consolidated Statements of Comprehensive Income
Net income	$	128,579	$	224,270	$	160,694
Other comprehensive income
Unrealized gain (loss) on cash flow hedging activities	0		(12,998)		6,782
Unrealized gain (loss) and unamortized prior service cost on post retirement obligation	(318)		(449)		450
Reclassification of net (gain) loss on cash flow hedging activities, prior service cost and net loss on post retirement obligation	1,464		(11)		(246)
Comprehensive income	$	129,725	$	210,812	$	167,680
Less income allocated to non-controlling interests	(4,668)		(4,647)		(4,566)

Comprehensive income attributable to common shareholders	$	125,057	$	206,165	$	163,114

See Notes to Consolidated Financial Statements.

F-4

~~CAMDEN PROPERTY TRUST~~

~~CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (Continued)~~

CAMDEN PROPERTY TRUST

CONSOLIDATED STATEMENTS OF EQUITY

CAMDEN PROPERTY TRUST

CONSOLIDATED STATEMENTS OF EQUITY (Continued)

Table of Contents

CAMDEN PROPERTY TRUST

CONSOLIDATED STATEMENTS OF CASH FLOWS


	Year Ended December 31,										Year Ended December 31,
(in thousands)	2019			2018			2017			(in thousands)	2020		2019		2018
Cash flows from operating activities										Cash flows from operating activities
Net income	$	224,270		$	160,694		$	200,860		Net income	$	128,579	$	224,270	$	160,694

Adjustments to reconcile net income to net cash from operating activities:										Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization	336,274			300,946			263,974			Depreciation and amortization	367,162		336,274		300,946
Loss on early retirement of debt	11,995			—			323			Loss on early retirement of debt	176		11,995		0
Gain on sale of operating properties	(49,901		)	—			(43,231		)
Gain on sale of operating properties, including land										Gain on sale of operating properties, including land	(382)		(49,901)		0

Distributions of income from joint ventures	14,843			7,736			6,851			Distributions of income from joint ventures	8,389		14,843		7,736
Equity in income of joint ventures	(14,783		)	(7,836		)	(6,822		)	Equity in income of joint ventures	(8,052)		(14,783)		(7,836)
Share-based compensation	15,235			16,749			17,547			Share-based compensation	13,942		15,235		16,749
Receipts for settlement of forward interest rate swaps	(20,430		)	15,905			—			Receipts for settlement of forward interest rate swaps	0		(20,430)		15,905
Net change in operating accounts and other	38,094			9,553			(4,846		)	Net change in operating accounts and other	9,505		38,094		9,553

Net cash from operating activities	$	555,597		$	503,747		$	434,656		Net cash from operating activities	$	519,319	$	555,597	$	503,747
Cash flows from investing activities										Cash flows from investing activities
Development and capital improvements, including land	$	(407,558	)	$	(359,230	)	$	(299,086	)	Development and capital improvements, including land	$	(427,247)	$	(407,558)	$	(359,230)
Acquisition of operating property	(436,305		)	(290,005		)	(58,267		)
Acquisition of operating properties										Acquisition of operating properties	0		(436,305)		(290,005)
Proceeds from sales of operating properties, including land	67,572			11,296			76,902			Proceeds from sales of operating properties, including land	753		67,572		11,296

Increase in non-real estate assets	(17,197		)	(14,503		)	(5,128		)	Increase in non-real estate assets	(7,498)		(17,197)		(14,503)
Decrease (increase) in notes receivable	1,394			9,475			(1,988		)
Maturity of short-term investments	—			—			100,000
Decrease in notes receivable										Decrease in notes receivable	1,449		1,394		9,475

Other	(351		)	2,046			(2,187		)	Other	2,941		(351)		2,046

Net cash from investing activities	$	(792,445	)	$	(640,921	)	$	(189,754	)	Net cash from investing activities	$	(429,602)	$	(792,445)	$	(640,921)
Cash flows from financing activities										Cash flows from financing activities
Borrowings on unsecured credit facility and other short-term borrowings	$	1,217,000		$	342,000		$	465,000		Borrowings on unsecured credit facility and other short-term borrowings	$	358,000	$	1,217,000	$	342,000
Repayments on unsecured credit facility and other short-term borrowings	(1,173,000		)	(342,000		)	(465,000		)	Repayments on unsecured credit facility and other short-term borrowings	(402,000)		(1,173,000)		(342,000)
Repayment of notes payable, including prepayment penalties	(746,730		)	(381,438		)	(278,999		)	Repayment of notes payable, including prepayment penalties	(100,000)		(746,730)		(381,438)
Proceeds from notes payable	889,979			495,545			—			Proceeds from notes payable	782,823		889,979		495,545
Distributions to common shareholders and non-controlling interests	(317,253		)	(298,005		)	(280,761		)	Distributions to common shareholders and non-controlling interests	(333,360)		(317,253)		(298,005)

Payment of deferred financing costs	(5,965		)	(914		)	(978		)	Payment of deferred financing costs	(1,308)		(5,965)		(914)

Proceeds from issuance of common shares	353,213			—			445,038			Proceeds from issuance of common shares	0		353,213		0
Repurchase of common shares and redemption of units	—			(14,668		)	—			Repurchase of common shares and redemption of units	0		0		(14,668)
Other	3,500			2,452			2,777			Other	3,162		3,500		2,452
Net cash from financing activities	$	220,744		$	(197,028	)	$	(112,923	)	Net cash from financing activities	$	307,317	$	220,744	$	(197,028)
Net increase (decrease) in cash, cash equivalents, and restricted cash	(16,104		)	(334,202		)	131,979			Net increase (decrease) in cash, cash equivalents, and restricted cash	397,034		(16,104)		(334,202)
Cash, cash equivalents, and restricted cash, beginning of year	43,603			377,805			245,826			Cash, cash equivalents, and restricted cash, beginning of year	27,499		43,603		377,805
Cash, cash equivalents, and restricted cash, end of year	$	27,499		$	43,603		$	377,805		Cash, cash equivalents, and restricted cash, end of year	$	424,533	$	27,499	$	43,603

CAMDEN PROPERTY TRUST

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Description of Business

Business. Formed on May 25, 1993, Camden Property Trust, a Texas real estate investment trust (“REIT”), and all consolidated subsidiaries are primarily engaged in the ownership, management, development, redevelopment, acquisition, and construction of multifamily apartment communities. Our multifamily apartment communities are referred to as “communities,” “multifamily communities,” “properties,” or “multifamily properties” in the following discussion. As of December 31, ~~2019,~~2020, we owned interests in, operated, or were developing ~~172~~174 multifamily properties comprised of ~~58,315~~59,104 apartment homes across the United States. Of the ~~172~~174 properties, 87 properties were under construction, and will consist of a total of ~~2,208~~2,254 apartment homes when completed. We also own land holdings which we may develop into multifamily communities in the future.

2. Summary of Significant Accounting Policies and Recent Accounting Pronouncements

Principles of Consolidation. Our consolidated financial statements include our accounts and the accounts of other subsidiaries and joint ventures (including partnerships and limited liability companies) over which we have control. All intercompany transactions, balances, and profits have been eliminated in consolidation. Investments acquired or created are evaluated based on the accounting guidance relating to variable interest entities (“VIEs”), which requires the consolidation of VIEs in which we are considered to be the primary beneficiary. If the investment is determined not to be a VIE, then the investment is evaluated for consolidation primarily using a voting interest model. In determining if we have a controlling financial interest, we consider factors such as ownership interests, authority to make decisions, kick-out rights and participating rights. As of December 31, ~~2019,~~2020, two of our consolidated operating partnerships are VIEs. We are considered the primary beneficiary of both consolidated operating partnerships and therefore consolidate these operating partnerships. As of December 31, ~~2019,~~2020, we held approximately 92% and 95% of the outstanding common limited partnership units and the sole 1% general partnership interest in each of these consolidated operating partnerships.

Acquisitions of Real Estate. Upon the acquisition of real estate, we determine the fair value of tangible and intangible assets, which includes land, buildings (as-if-vacant), furniture and fixtures, the value of in-place leases, including above and below market leases, and acquired liabilities. In estimating these values, we apply methods similar to those used by independent appraisers of income-producing property. Estimates of fair value of acquired debt are based upon interest rates available for the issuance of debt with similar terms and remaining maturities. Depreciation is computed on a straight-line basis over the remaining useful lives of the related tangible assets. The value of in-place leases and above or below market leases is amortized over the estimated average remaining life of leases in place at the time of acquisition; the net carrying value of in-place leases are included in other assets, net and the net carrying value of above or below market leases are included in other liabilities, net in our consolidated balance sheets.

During the years ended December 31, 2020, 2019, ~~2018,~~ and ~~2017,~~2018, we recognized amortization expense of approximately $9.1 million, $10.4 million, ~~$9.4 million,~~ and ~~$1.3~~$9.4 million, respectively, related to in-place leases. The net amortization of above-market and below-market leases were immaterial during the year ended December 31, 2020 and increased rental revenues by $0.1 million and $0.2 million during the years ended December 31, 2019 and 2018, respectively. ~~We did not recognize any net amortization of above-market and below-market leases during~~During the year ended December 31, ~~2017.~~2020, the weighted average amortization periods for in-place and net above and below market leases were approximately six months and seven months. During the year ended December 31, 2019, the weighted average amortization ~~periods~~period for both in-place and net above and below market leases were approximately six months. During the year ended December 31, 2018, the weighted average amortization period for in-place leases and net above and below market leases were approximately seven ~~months~~ and five ~~months. During the year ended December 31, 2017, the weighted average amortization period for in-place leases was approximately six~~ months.

Asset Impairment. Long-lived assets are reviewed for impairment annually or whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Impairment may exist if estimated future undiscounted cash flows associated with long-lived assets are not sufficient to recover the carrying value of such assets. We consider projected future undiscounted cash flows, trends, strategic decisions regarding future development plans, and other factors in our assessment of whether impairment ~~conditions~~indicators exist. While we believe our estimates of future cash flows are reasonable, different assumptions regarding a number of factors, including market rents, economic conditions, and occupancies, could significantly affect these estimates. When impairment exists, the long-lived asset is adjusted to its fair value. In estimating fair value, management uses appraisals, management estimates, and discounted cash flow calculations which utilize inputs from a marketplace participant’s perspective. In addition, we evaluate our equity investments in joint ventures and if we believe there is an other than temporary decline in market value of our investment below our carrying value, we will record an impairment charge. We did not record any impairment charges for the years ended December 31, 2020, 2019, ~~2018,~~ or ~~2017.~~2018.

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assumptions we use in our impairment analyses.

~~F-10~~

~~Table of Contents~~

Due to the judgment and assumptions applied in the impairment analyses, it is possible actual results could differ substantially from those estimated.

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

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

~~Short-term Investments. Our short-term investments consisted of certificates of deposit which have original maturities of more than three months but less than one year.~~

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

As discussed above, carrying charges are principally interest and real estate taxes capitalized as part of properties under development. Capitalized interest was approximately $17.4 million, $14.1 million, ~~$13.6 million,~~ and ~~$15.2~~$13.6 million for the years ended December 31, 2020, 2019, ~~2018,~~ and ~~2017,~~2018, respectively. Capitalized real estate taxes were approximately $3.3 million, $2.8 million, ~~$2.2 million,~~ and ~~$2.4~~$2.2 million for the years ended December 31, 2020, 2019, ~~2018,~~ and ~~2017,~~2018, respectively.

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

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



			Estimated Useful Life
Buildings and improvements			5-35 years
Furniture, fixtures, equipment and other			3-20 years
Intangible assets/liabilities (in-place leases and below market leases)			underlying lease term

Derivative Financial Instruments. Derivative financial instruments are recorded in the consolidated balance sheets at fair value and presented on a gross basis for financial reporting purposes even when those instruments are subject to master netting arrangements and may otherwise qualify for net presentation. Accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether we have elected to designate a derivative in a hedging relationship and apply hedge accounting, and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows or other types of forecasted transactions are cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes attributable to the earnings effect of the hedged transactions. We may enter into derivative contracts which are intended to economically hedge certain of our risks, for which hedge accounting does not apply or we elect not to apply hedge accounting.

Assets Held for Sale (Including Discontinued Operations). Disposed of properties are classified as a discontinued operation when the disposal represents a strategic shift, such as disposal of a major line of business, a major geographical area

F-10

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or a major

~~F-11~~

~~Table of Contents~~

equity investment. The results of operations for properties sold during the period or classified as held for sale at the end of the period, and meeting the above criteria of discontinued operations, are classified as discontinued operations for all periods presented. Real estate assets held for sale are measured at the lower of carrying amount or fair value less costs to sell and are presented separately in the accompanying consolidated balance sheets. Subsequent to classification of a property as held for sale, no further depreciation is recorded. Consolidated operating properties sold or classified as held for sale, which do not meet the above criteria of discontinued operations are not included in discontinued operations and the related gains and losses are included in continuing operations. Properties sold by our unconsolidated entities which do not meet the above criteria of discontinued operations are not included in discontinued operations and related gains or losses are reported as a component of equity in income of joint ventures.

Gains on sale of real estate are recognized when the criteria for derecognition of an asset is met, including when a contract exists and the buyer obtained control of the nonfinancial asset sold, in accordance with accounting principles generally accepted in the United States of America ("GAAP"). As a result, most of our future contributions of nonfinancial assets to our joint ventures, if any, will result in the recognition of a full gain or loss as if we sold 100% of the nonfinancial asset.

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

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

•Level 1: Quoted prices for identical instruments in active markets.

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

•Level 3: Significant inputs to the valuation model are unobservable.

Recurring Fair Value Measurements. The following describes the valuation methodologies we use to measure different financial instruments at fair value on a recurring basis:

Deferred Compensation Plan Investments. The estimated fair values of investment securities classified as deferred compensation plan investments are based on quoted market prices utilizing public information for the same transactions. Our deferred compensation plan investments are recorded in other assets in our consolidated balance sheets. The inputs associated with the valuation of our recurring deferred compensation plan investments are included in Level 1 of the fair value hierarchy.

~~Derivative Financial Instruments.~~ The estimated fair values of derivative financial instruments are valued using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and volatility. The fair values of interest rate swaps and caps are estimated using the market-standard methodology of netting the discounted fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts are based on an expectation of interest rates (forward curves) derived from observable market interest rate curves. In addition, credit valuation adjustments, which consider the impact of any credit enhancements to the contracts, are incorporated in the fair values to account for potential nonperformance risk, including our own nonperformance risk and the respective counterparty’s nonperformance risk. The fair value of interest rate caps is determined using the market-standard methodology of discounting the future expected cash receipts which would occur if variable interest rates rise above the strike rate of the caps. The variable interest rates used in the calculation of projected receipts on the cap are based on an expectation of future interest rates derived from observed market interest rate curves and volatilities.

Although we have determined the majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default. However, we have assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and have determined the credit valuation adjustments are not significant to the overall valuation of our derivatives. As a result, we have determined our derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.

Non-recurring Fair Value Measurements. Certain assets are measured at fair value on a non-recurring basis. These assets are not measured at fair value on an ongoing basis, but are subject to fair value adjustments in certain circumstances. Long-lived assets such as the land, real estate ~~asset,~~assets, and in-place leases acquired with an operating property are measured in the form of cash received unless otherwise noted. These assets are recorded at fair value if they are impaired using the fair value methodologies

~~F-12~~

~~Table of Contents~~

used to measure long-lived assets described above at "Asset Impairment." The inputs associated with the valuation of long-lived assets are generally included in Level 3 of the fair value hierarchy, unless a quoted price for a similar long-lived asset in an active market exists, at which time they are included in Level 2 of the fair value hierarchy.

Financial Instrument Fair Value Disclosures. As of December 31, ~~2019~~2020 and ~~2018,~~2019, the carrying values of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, and distributions payable represent fair value because of the short-term nature of these instruments. The carrying value of restricted cash approximates its fair value based on the nature of our assessment of the ability to recover these amounts. The carrying value of our notes receivable, which are included in other assets, net in our consolidated balance sheets, approximates their fair value. The estimated fair values are based on certain factors, such as market interest rates, terms of the note, and credit worthiness of the borrower. These financial instruments utilize Level 3 inputs. In calculating the fair value of our notes payable, interest rate, and spread assumptions reflect current credit worthiness and market conditions available for the issuance of notes payable with similar terms and remaining maturities. These financial instruments utilize Level 2 inputs.

Income Recognition. On January 1, 2019, we adopted Accounting Standards Update ("ASU") 2016-02, "Leases" which is codified as ASC 842, Leases. The majority of our revenues are derived from real estate lease contracts which are accounted for pursuant to ASC 842 and presented as property revenues, which include rental revenue and revenue from amounts received under contractual terms for other services provided to our customers. As a lessor, we also elected practical expedients to 1) not separate the lease and non-lease components by class of underlying assets and account for the combined components as a single

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component under certain conditions, and 2) exclude from lease revenues the sales taxes collected from lessees and certain lessor costs paid directly by the lessee. Our other revenue streams include fee and asset management income in accordance with other revenue guidance, ASC 606, Revenues from Contracts with Customers. A detail of ~~these~~our material revenue streams are discussed below:

Property Revenue: We earn rental revenue from operating lease contracts for the use of dedicated spaces within owned assets, which is ~~recognized on a straight-line basis over the applicable lease term, net of amounts related to lease contracts identified as uncollectible.~~our only underlying asset class. We also earn revenues from amounts received under contractual terms for other services considered non-lease components within a lease contract, primarily consisting of utility rebillings and other transactional ~~fees, and~~fees. These amounts received under contractual terms for other services are charged to our residents and recognized monthly as earned. We elected the practical expedient under ASU 2016-02 to not separate lease and non-lease components and have presented our property revenues combined based upon the lease being determined to be the predominant component. Any identified uncollectible amounts related to individual lease contracts are presented as an adjustment to property revenue. Any renewal options of real estate lease contracts are considered a new, separate contract and will be recognized at the time the option is exercised on a straight-line basis over the renewal period.

In April 2020, we announced the establishment of Camden's Resident Relief Funds for our residents experiencing financial losses caused by COVID-19, which were intended to help impacted residents by providing immediate financial assistance for living expenses such as food, utilities, medical, insurance, childcare, and transportation. During the second quarter, the Resident Relief Funds paid approximately $10.4 million to approximately 8,200 Camden residents. Of this amount, approximately $9.1 million was paid to approximately 7,100 residents of our wholly-owned communities and recorded as a reduction of property revenues, and approximately $1.3 million was paid to approximately 1,100 residents of the operating communities owned by our unconsolidated joint ventures. For the amounts paid to residents of the operating communities owned by our unconsolidated joint ventures, we recognized our ownership interest of $0.4 million in equity in income of joint ventures. Additionally, we also made arrangements to defer payments over existing lease terms for many of our residents and tenants. For the deferred rent payment plans offered, we recognize property revenue on the existing straight-line basis over the remaining lease term and recognize any changes in payment through lease receivables, which is recorded in other assets, net, in our consolidated balance sheets; any identified uncollectible amounts related to deferred amounts are presented as an adjustment to property revenue.

As of December 31, ~~2019,~~2020, our average residential lease term was ~~between twelve months to fifteen~~approximately fourteen months with all other commercial leases averaging longer lease terms. We anticipate property revenue from existing leases as follows:

(in millions)
Year ended December 31, Operating Leases
2020 $ 666.0
2021 34.1
2022 5.5
2023 4.9
2024 4.1
Thereafter 28.3
Total $ 742.9

~~Fee and Asset Management Income~~: We receive property management, asset management, and development and construction fees from our joint ventures for managing the ventures and managing the activities, development, and construction of their operating communities. While the individual activities related to these fees may vary, the services provided are substantially similar, have the same pattern of transfer, and are considered to be individual performance obligations composed of a series of distinct services recognized monthly as earned.

We also earn construction fees for construction management and general contracting services we provide to third-party owners of multifamily and commercial properties. These fees are recognized as we satisfy our single performance obligation over time based on a percentage-of-completion of cost basis which we believe is an accurate depiction of the transfer of control to our customers. For these contracts, significant judgment is used to estimate the cost plus margin for the project fee and our profitability on those contracts is dependent on the ability to accurately predict such factors. We record third-party construction receivables for amounts where we have unconditional rights to payment but have not received and liabilities for amounts incurred but not paid. For the years ended December 31, 2019 and 2018, these contract receivable and liability balances were immaterial.


(in millions)
Year ended December 31,	Operating Leases
2021	$	645.9
2022	25.1
2023	4.0
2024	3.1
2025	2.5
Thereafter	6.0
Total	$	686.6

Credit Risk. In management’s opinion, due to the number of residents, the types and diversity of submarkets in which our properties operate, and the collection terms, there is no significant concentration of credit risk.

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~~Reclassifications.~~ ~~Certain amounts have been presented separately within financing activities in the consolidated statements of cash flows for the years ended~~ ~~December 31, 2018~~ ~~and~~ ~~2017~~ to conform to the current-year presentation. These changes in presentation had no impact in consolidated cash flows from financing activities. Upon our adoption of ASU 2016-02 on January 1, 2019 we were required, based on our election of a practical expedient, to combine lessor lease and non-lease components as a single component under certain conditions. For the years ended December 31, 2018 and 2017, we combined other property revenues of $112.5 million and $130.4 million, respectively, with rental revenues of $842.0 million and $770.5 million, respectively, to conform to the current year presentation.

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

Other Assets, Net. Other assets in our consolidated financial statements include investments under deferred compensation plans, deferred financing costs, non-real estate leasehold improvements and equipment, notes receivable, operating lease right-of-use assets, prepaid expenses, and other miscellaneous receivables. Investments under deferred compensation plans are classified as trading securities and are adjusted to fair market value at period end. For a further discussion of our investments under deferred compensation plans, see Note 11, “Share-based Compensation and Benefit Plans.” Deferred financing costs are related to our unsecured credit facility, and are amortized no longer than the terms of the related facility on the straight-line method, which approximates the effective interest method. Corporate leasehold improvements and equipment includes expenditures related to renovation and construction of office space we lease. These leasehold improvements are depreciated using the straight-line method over the shorter of the expected useful lives or the lease terms which generally range from three to ten years.

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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 ~~2019,~~2020, we received payments of approximately $1.4 million in principal and recognized approximately $0.6 million in interest on this note which matures on October 1, 2025. At December 31, ~~2019~~2020 and ~~2018,~~2019, the outstanding note receivable balance was approximately ~~$7.9~~$6.4 million and ~~$9.3~~$7.9 million, respectively, and the weighted average interest rate was approximately 7.0% ~~and 4.0%, respectively.~~for both periods. Interest is recognized over the life of the note and is included in interest and other income in our consolidated statements of income and comprehensive income. We ~~consider a~~will provide for an allowance on our note receivable ~~to be impaired~~for expected losses if it ~~is probable we will not~~becomes apparent conditions exist which may lead to our inability to collect all ~~contractually due principal and interest. We do not accrue interest when a note is considered impaired and an~~contractual amounts due. No allowance is recorded for any principal and previously accrued interest which is not believed to be collectible. All cash receipts on impaired notes are applied to reduce the principal amount of such notes until the principal has been ~~recovered and, thereafter, are~~ recognized ~~as interest income. There were no impairments~~on this note receivable as of December 31, ~~2019~~2020 or ~~2018.~~2019.

Reportable Segments. We operate in a single reportable segment which includes the ownership, management, development, redevelopment, acquisition, and construction of multifamily apartment communities. Each of our operating properties is considered a separate operating segment as each property earns revenues and incurs expenses, individual operating results are reviewed and discrete financial information is available. We do not distinguish or group our consolidated operations based on geography, size or type. Our multifamily apartment communities have similar long-term economic characteristics and provide similar products and services to our residents. Further, all material operations are within the United States and no multifamily apartment community comprises more than 10% of consolidated revenues. As a result, our operating properties are aggregated into a single reportable segment. Our multifamily communities generate property revenue through the leasing of apartment homes, which comprised approximately 99% of our total property revenues and total non-property income, excluding income (loss) on deferred compensation plans, for each of the years ended December 31, 2020, 2019, ~~2018,~~ and ~~2017.~~2018.

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

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

Use of Estimates. In the application of GAAP, management is required to make estimates and assumptions which affect the reported amounts of assets and liabilities at the date of the financial statements, results of operations during the reporting periods,

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and related disclosures. Our more significant estimates include estimates supporting our impairment analysis related to the carrying values of our real estate assets. These estimates are based on historical experience and other assumptions believed to be reasonable under the circumstances. Future events rarely develop exactly as forecasted, and the best estimates routinely require adjustment.

Recent Accounting Pronouncements. In ~~August 2018,~~March 2020, the Financial Accounting Standards Board ("FASB") issued ASU ~~2018-15,~~2020-04, "~~Intangibles—Goodwill and Other— Internal-Use Software (Subtopic 350-40)~~Reference Rate Reform (Topic 848): ~~Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract.~~Facilitation of the Effects of Reference Rate Reform on Financial Reporting."ASU ~~2018-15 aligns~~2020-04 provides temporary relief to simplify the accounting for ~~costs incurred~~modifying contracts to ~~implement~~transition away from referenced rates such as LIBOR and other interbank offered rates. To be eligible for these accounting reliefs, the modifications i) must change, or have the potential to change, the amount or timing of contractual cash flows and ii) be related to the replacement of the referenced rate expected to be discontinued. When the contracts have met the criteria above, modified contracts can be accounted for as a ~~cloud computing arrangement which is a service arrangement with~~continuation of the ~~guidance on capitalizing costs associated with developing or obtaining internal-use software.~~existing contract and applied prospectively adjusting the effective interest rate in the agreement. ASU ~~2018-15~~2020-04 is effective for interim ~~and annual~~ periods beginning after December 15, 2019, and early adoption is permitted. This standard may be applied using the prospective transition method which is applicable to costs for activities on service contracts entered, renewed, materially modified, or performed after the effective date or the retrospective transition method which allows us to recognize a cumulative effect adjustment to the opening balance of retained earnings, if any, as of the adoption date. We adopted as of January 1, 2020, using the prospective transition method and will present future qualified capitalizable costs relating to new completed cloud computing arrangements which are service arrangements as prepaid assets within other assets on our consolidated balance sheets, as cash flows from operating activities on our consolidated statement of cash flows, and the ~~associated amortization~~contracts electing to use the optional relief must be entered into prior to December 31, 2022. We adopted ASU 2020-04 as ~~general~~of March 31, 2020 and ~~administrative expenses on~~applying this guidance for modifications, if any, prospectively through December 31, 2022. We do not expect our ~~consolidated statements of income and comprehensive income. Our~~ adoption of ASU ~~2018-15 will not~~2020-04 to have a material impact on our consolidated financial ~~statements.~~statements as our only outstanding debt indexed to LIBOR are our unsecured credit facility and unsecured term loan.

In ~~February 2016,~~April 2020, the ~~FASB~~FASB's staff issued ~~ASU 2016-02,~~ ~~"Leases."~~ ~~ASU 2016-02~~a question and ~~its~~answer document ("Q&A") focused on the application of lease modification accounting as a result of COVID-19. The Q&A allows companies, assuming the total payments of modified leases are substantially the same as or less than the total payments of the existing lease, to elect to bypass a lease-by-lease analysis, and instead either apply the lease modification accounting framework or not. The election is to be applied consistently to leases with similar characteristics and similar circumstances. Having met the required criteria as defined in the Q&A, we elected to not account for concessions as lease modifications. As disclosed above, the cash payments provided to residents relating to the Resident Relief Funds of approximately $9.1 million was recognized as a reduction to property revenues during the second

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quarter of 2020. We also elected to account for all other concessions provided to our residents/tenants, which were primarily related ~~amendments codify ASC 842 and provides new guidance for accounting for leases. We adopted ASC 842~~to a change of timing of rent payments with no significant changes to total payments or term, as ~~of January 1, 2019 using the transition method~~a deferred payment in which ~~allows us~~we continue to recognize ~~a cumulative-effect adjustment to~~property revenue on the ~~opening balance of retained earnings as of~~existing straight-line basis over the ~~adoption date~~remaining lease term and ~~to initially apply the new~~recognize any changes in payment through lease ~~standard to leases~~receivables, which ~~existed as of January 1, 2019. Upon our adoption of ASC 842, as a lessee we~~is recorded ~~a right-of-use asset and a corresponding liability~~in other assets, net, in our consolidated balance sheet, as a lessor we now present combined lease and non-lease components as a single component in our consolidated statement of income and comprehensive income, and this ASU did not have an impact on the opening balance of retained earnings as of the adoption date. In addition to the transition practical expedient, we elected other practical expedients during our adoption of the new lease standard. For both lessor and lessee contracts, we elected the practical expedient package to not reassess: (i) whether any expired or existing contract was a lease or contained a lease, (ii) the lease classification of any expired or existing leases, and (iii) the accounting for initial direct costs for any existing leases.sheets.

~~As a lessor, we also elected practical expedients to:~~

~~not separate the lease and non-lease components by class of underlying assets and account for the combined components as a single component under certain conditions, and~~

exclude from lease revenues the sales taxes collected from lessees and certain lessor costs paid directly by the lessee (as of the date of adoption, we did not have material sales tax collected from customers or lessor costs paid by customers).

~~As a lessee, we also elected the practical expedients to:~~

~~use hindsight to determine lease terms and impairment of the right-of-use assets for existing lease contracts,~~

~~not separate lease and non-lease components by class of underlying asset when certain conditions are met which is consistent with our current accounting, and~~

~~not recognize short-term lease contracts with a duration of 12 months or less (short-term leases) in our consolidated balance sheet.~~

We earn income from the leasing of our owned real estate properties which is considered our only lessor underlying asset class. Substantially all of our real estate lessor commitments will continue to be accounted for as operating leases and the new leasing standard did not have a material impact on our property revenues. As a lessee, we enter into lease contracts to facilitate the operations and needs of our business and our operating leases primarily consist of our office facility leases which are considered our only lessee underlying asset class. Our lessee operating lease commitments are subject to this standard and recognized as operating lease liabilities and right-of-use assets upon adoption. See above "Income Recognition," as it relates to our lessor leases and Note 14, "Commitments and Contingencies" as it relates to our lessee leases for additional disclosures required by ASC 842.

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3. Per Share Data

Basic earnings per share are computed using net income attributable to common shareholders and the weighted average number of common shares outstanding. Diluted earnings per share reflect common shares issuable from the assumed conversion of common share options and share awards granted and units convertible into common shares. Only those items having a dilutive impact on our basic earnings per share are included in diluted earnings per share. Our unvested share-based awards are considered participating securities and are reflected in the calculation of basic and diluted earnings per share using the two-class method. The number of common share equivalent securities excluded from the diluted earnings per share calculation was approximately 1.9 million, 1.1 million, ~~2.1 million,~~ and ~~1.5~~2.1 million for the years ended December 31, 2020, 2019, ~~2018,~~ and ~~2017,~~2018, respectively. These securities, which include common share options and share awards granted and units convertible into common shares, were excluded from the diluted earnings per share calculation as they are anti-dilutive.

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

Year Ended December 31,
(in thousands, except per share amounts) 2019 2018 2017
Earnings per common share calculation – basic
Income from continuing operations attributable to common shareholders $ 219,623
$ 156,128
$ 196,422
Amount allocated to participating securities (539 ) (1,107 ) (660 )
Net income attributable to common shareholders – basic $ 219,084
$ 155,021
$ 195,762

Total earnings per common share – basic $ 2.23
$ 1.63
$ 2.14

Weighted average number of common shares outstanding – basic 98,460
95,208
91,499


	Year Ended December 31,
(in thousands, except per share amounts)	2020		2019		2018
Earnings per common share calculation – basic
Income from continuing operations attributable to common shareholders	$	123,911	$	219,623	$	156,128
Amount allocated to participating securities	(261)		(539)		(1,107)


Net income attributable to common shareholders – basic	$	123,650	$	219,084	$	155,021



Total earnings per common share – basic	$	1.24	$	2.23	$	1.63

Weighted average number of common shares outstanding – basic	99,385		98,460		95,208

Earnings per common share calculation – diluted
Income from continuing operations attributable to common shareholders, net of amount allocated to participating securities $ 219,084
$ 155,021
$ 195,762
Income allocated to common units from continuing operations 1,593
—
1,174
Net income attributable to common shareholders – diluted $ 220,677
$ 155,021
$ 196,936

Total earnings per common share – diluted $ 2.22
$ 1.63
$ 2.13

Weighted average number of common shares outstanding – basic 98,460
95,208
91,499
Incremental shares issuable from assumed conversion of:
Common share options and share awards granted 119
158
211
Common units 805
—
805
Weighted average number of common shares outstanding – diluted 99,384
95,366
92,515
















Earnings per common share calculation – diluted
Income from continuing operations attributable to common shareholders, net of amount allocated to participating securities	$	123,650	$	219,084	$	155,021
Income allocated to common units from continuing operations	0		1,593		0




Net income attributable to common shareholders – diluted	$	123,650	$	220,677	$	155,021



Total earnings per common share – diluted	$	1.24	$	2.22	$	1.63

Weighted average number of common shares outstanding – basic	99,385		98,460		95,208
Incremental shares issuable from assumed conversion of:
Common share options and share awards granted	53		119		158
Common units	0		805		0
Weighted average number of common shares outstanding – diluted	99,438		99,384		95,366

4. Common Shares

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our $900 million unsecured line of 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.

The 2020 ATM program permits the use of forward sales agreements which allows us to lock in a share price on the sale of common shares at the time the agreement is executed, but defer receiving the proceeds from the sale of shares until a later date. If we enter into a forward sale agreement, we expect the relevant forward purchasers will borrow from third parties and, through the relevant sales agent, acting in its role as forward seller, sell a number of common shares equal to the number of shares underlying the agreement. Under this scenario, we would not initially receive any proceeds from any sale of borrowed shares by the forward seller. We expect to physically settle each forward sale agreement with the relevant forward purchaser on or prior to the maturity date of a particular forward sale agreement by issuing our common shares in return for the receipt of aggregate net cash proceeds at settlement equal to the number of common shares underlying the particular forward sale agreement multiplied by the relevant forward sale price. However, at our sole discretion, we may also elect to cash settle or net share settle a particular forward sale agreement, in which case we may not receive any proceeds from the issuance of common shares, and we will instead receive or pay cash (in the case of cash settlement) or receive or deliver common shares (in the case of net share settlement). During the year ended December 31, 2020 and through the date of this filing, we did not enter into any forward sale agreements nor were there any shares sold under the 2020 ATM program. As of the date of this filing, we had common shares having an aggregate offering price of up to $362.7 million remaining available for sale under the 2020 ATM program.

In May 2017, we created an ATM share offering program through which we can, but have no obligation to, sell common shares having an aggregate offering price of up to $315.3 million (the "2017 ATM program"). During the years ended December 31, 2019, we issued approximately 0.2 million common shares under the 2017 ATM program for a total net consideration of approximately $24.8 million. We did not sell any shares under the 2017 ATM Program during the year ended December 31, 2018, or through the period in 2020 before it was terminated. 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 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.

~~For the year ended December 31, 2018, we did not sell any shares under the 2017 ATM program. The following table presents activity under~~ We terminated the 2017 ATM program ~~for~~in the ~~years ended December 31, 2019 and 2017:~~

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~~Table~~second quarter of ~~Contents~~

Year Ended December 31,
(in thousands, except per share amounts) 2019 2017
Total net consideration $ 24,839.1
$ 2,513.6
Common shares sold 224.3
28.1
Average price per share $ 111.88
$ 90.44

As2020 concurrently with the establishment of the ~~date of this filing, we had common~~2020 ATM program, with shares ~~having~~with an ~~aggregate~~ offering price of ~~up to~~ $287.7 million remaining available for sale. Upon termination, no further common shares were available for sale under the 2017 ATM program. ~~No additional shares were sold under the 2017 ATM program subsequent to December 31, 2019 through the date of this filing.~~

We have a repurchase plan approved by our Board of Trust Managers which allows for the repurchase of up to $500 million of our common equity securities through open market purchases, block purchases, and privately negotiated transactions. ~~For~~There were no repurchases under this program for the years ended December 31, 2019 or 2020 or through the date of this filing. During the year ended December 31, 2018, we repurchased 3,222 common shares for approximately $0.3 million. ~~There were no repurchases under this program for the years ended December 31, 2017 or 2019 or through the date of this filing.~~ The remaining dollar value of our common equity securities authorized to be repurchased under the program was approximately $269.5 million as of the date of this filing.

We currently have an automatic shelf registration statement which allows us to offer, from time to time, common shares, preferred shares, debt securities, or warrants. Our Amended and Restated Declaration of Trust provides we may issue up to 185 million shares of beneficial interest, consisting of 175 million common shares and 10 million preferred shares. At December 31, ~~2019,~~2020, we had approximately ~~97.2~~97.4 million common shares outstanding, net of treasury shares and shares held in our deferred compensation arrangements, and 0 preferred shares outstanding. 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, which we used to acquire one operating property in Scottsdale, Arizona, and repay amounts on our unsecured line of credit and certain secured conventional mortgage debt.

5. Operating Partnerships

At December 31, ~~2019,~~2020, approximately 4% of our consolidated multifamily apartment homes were held in Camden Operating, L.P. (“Camden Operating” or the “operating partnership”). Camden Operating has 11.9 million outstanding common limited partnership units and as of December 31, ~~2019,~~2020, we held approximately 92% of the outstanding common limited partnership units and the sole 1% general partnership interest of the operating partnership. The remaining common limited partnership units, comprising approximately 0.8 million units, are primarily held by former officers, directors, and investors of Paragon Group, Inc., which we acquired in 1997. Each common limited partnership unit is redeemable for one common share of Camden Property Trust or cash at our election. Holders of common limited partnership units are not entitled to rights as shareholders prior to redemption of their common limited partnership units. No member of our management owns Camden Operating common limited partnership units.

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At December 31, ~~2019,~~2020, approximately ~~32%~~31% of our consolidated multifamily apartment homes were held in Camden Summit Partnership, L.P. (the “Camden Summit Partnership”). Camden Summit Partnership has 22.8 million outstanding common limited partnership units and as of December 31, ~~2019,~~2020, we held approximately 95% of the outstanding common limited partnership units and the sole 1% general partnership interest of Camden Summit Partnership. The remaining common limited partnership units, comprising approximately 0.9 million units, are primarily held by former officers, directors, and investors of Summit Properties Inc., which we acquired in 2005. Each common limited partnership unit is redeemable for one common share of Camden Property Trust or cash at our election and holders of common limited partnership units are not entitled to rights as shareholders prior to redemption of their common limited partnership units. No member of our management owns Camden Summit Partnership common limited partnership units, and ~~two~~one of our trust managers ~~own~~owns Camden Summit Partnership common limited partnership units.

We ~~made no material changes to any operating partnership agreements during~~have Tax Protection Agreements, as amended, protecting the ~~year ended December 31, 2019. During 2018, we entered into an agreement with~~negative tax capital of certain holders of common units of limited partnership interest in the Camden Summit Partnership, which holders ~~included two~~includes one of our Trust ~~Managers. This agreement modifies the original terms~~Managers as of ~~the Tax Protection Agreement dated February 28, 2005 which states the Camden Summit Partnership must maintain a certain amount of secured debt until February 28, 2020 to protect the~~December 31, 2020. The negative tax capital accounts of these certain unitholders totaled approximately $26.0 million in the ~~unitholders or reimburse the unitholders for income taxes incurred from the repayment~~aggregate as of ~~this indebtedness. Pursuant to this 2018 agreement, Camden Summit Partnership issued $100.0~~December 31, 2020. In October 2020, we entered into a $40.0 million oftwo-year unsecured ~~debt~~floating rate term loan with an unrelated third party which ~~was guaranteed by Camden Property Trust. Additionally, each such unitholder agreed to indemnify Camden Property Trust for their portion of~~supports the ~~unsecured debt equal to the amount of income and gain which would be required to be recognized by the unitholder due to their~~ negative tax capital ~~account; the indemnities are~~accounts. See Note 9, "Notes Payable", for a further discussion about this transaction.

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a one-year period with an annual October 15 renewal right. These amounts were approximately $21.2 million in the aggregate for the two Trust Managers which are holders of common units of limited partner interest in Camden Summit Partnership. In return, Camden Summit Partnership agreed to extend the duration of the Tax Protection Agreement for two years for each year such unitholder's indemnification agreement remains in place.

6. Income Taxes

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

We have recorded income, franchise, and excise taxes in the consolidated statements of income and comprehensive income for the years ended December 31, 2020, 2019 ~~2018~~ and ~~2017~~2018 as income tax expense. Income taxes for the years ended December 31, 2020, 2019 ~~2018~~ and ~~2017,~~2018, primarily related to state income tax and federal taxes on certain of our taxable REIT subsidiaries. We have 0 significant temporary or permanent differences or tax credits associated with our taxable REIT subsidiaries.

For income tax purposes, distributions to common shareholders are characterized as ordinary income, capital gains, or ~~as a~~ return of ~~a shareholder's invested~~ capital. A summary of the income tax characterization of our distributions paid per common share for the years ended December 31, 2020, 2019 ~~2018~~ and ~~2017~~2018 is set forth in the following table:

Year Ended December 31,
2019 2018 2017
Common Share Distributions
Ordinary income $ 2.53
$ 2.99
$ 2.38
Long-term capital gain 0.46
0.09
0.41
Unrecaptured Sec. 1250 gain 0.21
—
0.21
Total $ 3.20
$ 3.08
$ 3.00


	Year Ended December 31,
	2020		2019		2018
Common Share Distributions
Ordinary income	$	3.22	$	2.53	$	2.99
Long-term capital gain	0.04		0.46		0.09
Return of capital	0.06		0		0
Unrecaptured Sec. 1250 gain	0		0.21		0
Total	$	3.32	$	3.20	$	3.08

The carrying value of net assets reported in our consolidated financial statements at December 31, ~~2019~~2020 exceeded the tax basis by approximately ~~$1.3~~$1.4 billion.

Income Tax Expense. We had income tax expense of approximately $2.0 million, $1.1 million ~~$1.4 million~~ and ~~$1.2~~$1.4 million for the tax years ended December 31, 2020, 2019 ~~2018~~ and ~~2017,~~2018, respectively, which was comprised mainly of state income tax and federal income tax related to one of our taxable REIT subsidiaries.

Income Tax Expense – Deferred. For the years ended December 31, 2020, 2019, ~~2018,~~ and ~~2017,~~2018, our deferred tax expense was not significant.

The income tax returns of Camden Property Trust and its subsidiaries are subject to examination by federal, state and local tax jurisdictions for years ~~2016~~2017 through ~~2018.~~2019. Tax attributes generated in years prior to ~~2016~~2017 are also subject to challenge in any examination of those tax years. We believe we have 0 uncertain tax positions or unrecognized tax benefits requiring disclosure as of and for the periods presented.

7. Acquisitions and Dispositions

Asset Acquisition of Operating Properties. We did not acquire any operating properties during the year ended December 31, 2020. In December 2019, we acquired 1 operating property comprised of 186 apartment homes in Raleigh, North Carolina for approximately $75.1 million, and 1 operating property comprised of 552 apartment homes in Houston, Texas for approximately $147.2 million. ~~In May 2019,~~ weWe also acquired 1 operating property comprised of 326 apartment homes located in Austin, Texas for approximately $120.4 ~~million. In February~~million in May 2019, ~~we acquired~~and 1 operating property comprised of 316 apartment homes located in Scottsdale, Arizona for approximately $97.1 ~~million.~~million in February 2019.

Acquisitions of Land. During the year ended December 31, 2020, we acquired approximately 4.1 acres of land in Durham, North Carolina for approximately $27.6 million for the future development of approximately 354 apartment homes. We also acquired approximately 4.9 acres of land in Raleigh, North Carolina for approximately $18.2 million for the future development of approximately 355 apartment homes.

Land Holding Dispositions. During the year ended December 31, ~~2017,~~2020, we ~~acquired~~sold approximately ~~8.2~~4.7 acres of land ~~in San Diego, California for approximately $20.0 million for the development~~adjacent to one of ~~approximately 132 apartment homes.~~

~~In January 2020, we acquired 4.9 acres of land~~our operating properties in Raleigh, North Carolina for approximately ~~$18.2~~$0.8 million ~~for the future development~~and recognized a gain of ~~approximately 355 apartment homes.~~

~~Land Holding Dispositions.~~$0.4 million. During the year ended December 31, 2018, we sold approximately 14.1 acres of land adjacent to two development properties in Phoenix, Arizona for approximately $11.5 million. ~~We did not sell any land during the years ended December 31, 2019 or 2017.~~

Sale of Operating Properties. ~~During~~We did not sell any operating properties during the ~~year~~years ended December 31, 2020 or 2018. During the fourth quarter of 2019, we sold our remaining 3 operating properties in Corpus Christi, Texas. The operating properties sold included 2 consolidated communities comprised of 632 apartment homes and 1 joint venture community comprised of 270 apartment homes. The total net proceeds recognized from the disposition of the two consolidated communities was approximately $69.4 million and we recognized a gain of approximately $49.9 million. See Note 8, "Investments in Joint Ventures" for further discussion of the joint venture community. ~~We did not sell any operating properties during the year ended December 31, 2018. During the year ended December 31, 2017, we sold 1 operating property, comprised~~

Table of ~~1,005 apartment homes, located in Corpus Christi, Texas for approximately $78.4 million and recognized a gain of approximately $43.2 million.~~Contents

8. Investments in Joint Ventures

Our equity investments in unconsolidated joint ventures, which we account for utilizing the equity method of accounting, consists of 3 funds (collectively, the "Funds"). At December 31, 2020, 2019, ~~2018,~~ and ~~2017,~~2018, we had two discretionary investment funds in which we had an ownership interest of 31.3% in each of these funds. In March 2015, we completed the formation of a third fund with an unaffiliated third party for additional multifamily investments of up to $450.0 million. In June 2019, we amended the third fund's agreement, among other things, to reduce the investments from $450.0 million to approximately $360.0 million and increase our ownership interest from 20% to 40%. This third fund did not own any properties in 2020, 2019, ~~2018,~~ or ~~2017.~~2018. We provide property and asset management and other services to the Funds which own operating properties and we may also provide construction and development services to the Funds which own properties under development. The following table summarizes the combined balance sheet and statement of income data for the Funds as of and for the periods presented:


(in millions)	2019		2018		(in millions)	2020		2019
Total assets	$	685.0	$	695.2	Total assets	$	691.5	$	685.0
Total third-party debt	496.9		510.7		Total third-party debt	509.1		496.9
Total equity	153.4		158.4		Total equity	149.1		153.4

Gain on sale of operating property (2)

Equity in income (3) (4)

(2)In December 2019, one of the funds sold 1 operating property comprised of 270 apartment homes for approximately $38.5 million.

2019 2018 2017
Total revenues $ 131.7
$ 127.4
$ 121.9
Gain on sale of operating property (1)
19.8
—
—
Net income (2)
37.5
16.4
13.5
Equity in income (3) (4)
14.8
7.8
6.8

(3)Equity in income excludes our ownership interest of fee income from various services provided by us to the Funds.


Year Placed in Service		Number of Operating Properties
2016-2020		20
2011-2015		23
2006-2010		35
2001-2005		31
1996-2000		42
Prior to 1996		16

~~Year Placed in Service~~	~~Number of Operating Properties~~
~~2015-2019~~	25
~~2010-2014~~	18
~~2005-2009~~	33
~~2000-2004~~	42
~~1995-1999~~	36
~~Prior to 1995~~	10


				Page
PART I

Item 1.			Business	~~Page~~ 1

Item 1A.			Risk Factors	3

Item 1B.			Unresolved Staff Comments	10

Item 2.			Properties	10

Item 3.			Legal Proceedings	15

Item 4.			Mine Safety Disclosures	15

PART III

Item 1.5.			~~Business~~	1

~~Item 1A.~~	~~Risk Factors~~	2

~~Item 1B.~~	~~Unresolved Staff Comments~~	9

~~Item 2.~~	~~Properties~~	9

~~Item 3.~~	~~Legal Proceedings~~	14

~~Item 4.~~	~~Mine Safety Disclosures~~	14

~~PART II~~

~~Item 5.~~	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	1516

Item 6.			~~Selected Financial Data~~Reserved	17

Item 7.			Management’s Discussion and Analysis of Financial Condition and Results of Operations	1918

Item 7A.			Quantitative and Qualitative Disclosures About Market Risk	35

Item 8.			Financial Statements and Supplementary Data	3635

Item 9.			Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	3635

Item 9A.			Controls and Procedures	3635

Item 9B.			Other Information	3938

PART III

Item 10.			Directors, Executive Officers, and Corporate Governance	3938

Item 11.			Executive Compensation	3938

Item 12.			Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	3938

Item 13.			Certain Relationships and Related Transactions, and Director Independence	3938

Item 14.			Principal Accounting Fees and Services	3938

PART IV

Item 15.			Exhibits and Financial Statement Schedules	3938
Item 16.			Summary	4443

SIGNATURES				4544



	Year Ended December 31,
(in thousands, except per share amounts and property data)	2019			2018			2017			2016			2015
Operating Data (a)
Property revenues	$	1,028,461		$	954,505		$	900,896		$	876,447		$	835,618
Total property expenses	366,347			343,579			328,742			311,355			301,000
Total non-property income	33,480			2,797			27,795			14,577			7,332
Total other expenses	522,924			459,441			447,595			425,190			412,022
Income from continuing operations attributable to common shareholders	219,623			156,128			196,422			436,981			229,565
Net income attributable to common shareholders	219,623			156,128			196,422			819,823			249,315
Earnings per common share from continuing operations:
Basic	$	2.23		$	1.63		$	2.14		$	4.81		$	2.55
Diluted	2.22			1.63			2.13			4.79			2.54
Total earnings per common share:
Basic	$	2.23		$	1.63		$	2.14		$	9.08		$	2.77
Diluted	2.22			1.63			2.13			9.05			2.76
Distributions declared per common share	$	3.20		$	3.08		$	3.00		$	3.00		$	2.80
Special dividend per common share (b)	$	—		$	—		$	—		$	4.25		$	—
Balance Sheet Data (at end of year)
Total real estate assets, at cost (c)	$	9,115,793		$	8,328,475		$	7,667,743		$	7,376,690		$	7,387,597
Total assets	6,748,504			6,219,586			6,173,748			6,028,152			6,037,612
Notes payable	2,524,099			2,321,603			2,204,598			2,480,588			2,724,687
Non-qualified deferred compensation share awards	—			52,674			77,230			77,037			79,364
Equity	3,701,724			3,385,104			3,484,714			3,095,553			2,892,896
Other Data
Cash flows provided by (used in):
Operating activities	$	555,597		$	503,747		$	434,656		$	443,063		$	423,238
Investing activities	(792,445		)	(640,921		)	(189,754		)	690,412			(293,235		)
Financing activities	220,744			(197,028		)	(112,923		)	(904,237		)	(273,231		)
Funds from operations – diluted (d)	505,388			463,982			424,072			425,464			414,497
Adjusted funds from operations – diluted (d)	433,216			391,686			359,314			366,380			350,328
Property Data
Number of operating properties (at the end of year) (e)	164			161			155			152			172
Number of operating apartment homes (at end of year) (e)	56,107			55,160			53,033			52,793			59,792
Number of operating apartment homes (weighted average) (e) (f)	48,549			46,925			46,210			46,934			47,088
Weighted average monthly total property revenue per apartment home (a) (f)	$	1,765		$	1,695		$	1,625		$	1,556		$	1,479
Properties under development (at end of period)	8			6			7			7			8



Less: Unconsolidated Joint Venture Properties (1)
Houston, Texas (2)	2,756	9	2,522	8
Austin, Texas	1,360	4	1,360	4
Dallas, Texas	1,250	3	1,250	3
Tampa, Florida	450	1	450	1
Raleigh, North Carolina	350	1	350	1
Orlando, Florida	300	1	300	1
Washington, D.C. Metro	281	1	281	1
Charlotte, North Carolina	266	1	266	1
Atlanta, Georgia	234	1	234	1
Corpus Christi, Texas	—	—	270	1
Total Unconsolidated Joint Venture Properties	7,247	22	7,283	22
Total Properties Fully Consolidated	51,068	150	49,575	145



	For the year ended December 31,
(in millions)	2019 compared to 2018
Property Revenues
Revenues from non-same store stabilized properties	$	15.7
Revenues from acquisitions	19.3
Revenues from development and lease-up properties	5.2
Other	2.2
	$	42.4
Property Expenses
Expenses from non-same store stabilized properties	$	5.1
Expenses from acquisitions	8.2
Expenses from development and lease-up properties	2.2
Other	0.9
	$	16.4
Property NOI
NOI from non-same store stabilized properties	$	10.6
NOI from acquisitions	11.1
NOI from development and lease-up properties	3.0
Other	1.3
	$	26.0


~~(1)~~			~~Unless otherwise indicated, all references to reports or registration statements are to reports or registration statements filed by Camden Property Trust (File No. 1-12110).~~


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


~~(3)~~	~~Portions of the exhibit have been omitted pursuant to a request for confidential treatment.~~


	Common Shareholders																					Common Shareholders
(in thousands, except per share amounts)	Common shares of beneficial interest		Additional paid-in capital			Distributions in excess of net income			Treasury shares, at cost			Accumulated other comprehensive loss			Non-controlling interests			Total equity			(in thousands, except per share amounts)	Common shares of beneficial interest		Additional paid-in capital		Distributions in excess of net income		Treasury shares, at cost		Accumulated other comprehensive loss		Non-controlling interests		Total equity
Equity, December 31, 2016	$	978	$	3,678,277		$	(289,180	)	$	(373,339	)	$	(1,863	)	$	80,680		$	3,095,553
Net income						196,422									4,438			200,860
Other comprehensive income												1,806						1,806
Common shares issued (4,778 shares)	48		444,990															445,038
Net share awards			15,779						8,177									23,956
Employee share purchase plan			1,030						686									1,716
Common share options exercised (11 shares)			521						410									931
Change in classification of deferred compensation plan			(13,388		)													(13,388		)
Change in redemption value of non-qualified share awards						(10,038		)										(10,038		)
Diversification of share awards within deferred compensation plan			10,159			13,074												23,233
Conversions of operating partnership unit (3 shares)			117												(117		)	—
Cash distributions declared to equity holders ($3.00 per share)						(278,981		)							(5,650		)	(284,631		)
Other	2		(324		)													(322		)
Equity, December 31, 2017	$	1,028	$	4,137,161		$	(368,703	)	$	(364,066	)	$	(57	)	$	79,351		$	3,484,714		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 income					156,128						4,566		160,694
Other comprehensive income												6,986						6,986			Other comprehensive income									6,986				6,986

Net share awards			13,720						7,961									21,681			Net share awards			13,720				7,961						21,681
Employee share purchase plan			826						554									1,380			Employee share purchase plan			826				554						1,380
Common share options exercised (8 shares)			41															41			Common share options exercised (8 shares)			41										41
Change in classification of deferred compensation plan			(16,407		)													(16,407		)	Change in classification of deferred compensation plan			(16,407)										(16,407)
Change in redemption value of non-qualified share awards						669												669			Change in redemption value of non-qualified share awards					669								669
Diversification of share awards within deferred compensation plan			29,379			10,915												40,294			Diversification of share awards within deferred compensation plan			29,379		10,915								40,294
Common shares repurchased									(253		)							(253		)	Common shares repurchased							(253)						(253)
Conversion/redemption of operating partnership units (2 shares)			(9,781		)										(4,634		)	(14,415		)
Conversions of operating partnership unit (2 shares)																					Conversions of operating partnership unit (2 shares)			(9,781)								(4,634)		(14,415)
Cash distributions declared to equity holders ($3.08 per share)						(294,505		)							(5,602		)	(300,107		)	Cash distributions declared to equity holders ($3.08 per share)					(294,505)						(5,602)		(300,107)

Other	3		(176		)													(173		)	Other	3		(176)										(173)
Equity, December 31, 2018	$	1,031	$	4,154,763		$	(495,496	)	$	(355,804	)	$	6,929		$	73,681		$	3,385,104		Equity, December 31, 2018	$	1,031	$	4,154,763	$	(495,496)	$	(355,804)	$	6,929	$	73,681	$	3,385,104
Net income																					Net income					219,623						4,647		224,270
Other comprehensive (loss)																					Other comprehensive (loss)									(13,458)				(13,458)
Common shares issued (3,599 shares)																					Common shares issued (3,599 shares)	36		353,177										353,213
Net share awards																					Net share awards			13,609				6,590						20,199
Employee share purchase plan																					Employee share purchase plan			1,538				795						2,333

Change in classification of deferred compensation plan (See Note 11)																					Change in classification of deferred compensation plan (See Note 11)			43,311		9,363								52,674

Conversion/redemption of operating partnership units (8 shares)																					Conversion/redemption of operating partnership units (8 shares)			304								(304)		0
Cash distributions declared to equity holders ($3.20 per share)																					Cash distributions declared to equity holders ($3.20 per share)					(317,657)						(5,607)		(323,264)

Other																					Other	2		29								622		653
Equity, December 31, 2019																					Equity, December 31, 2019	$	1,069	$	4,566,731	$	(584,167)	$	(348,419)	$	(6,529)	$	73,039	$	3,701,724


~~(1)~~	~~In December 2019, one of the funds sold 1 operating property comprised of 270 apartment homes for approximately $38.5 million.~~


~~(2)~~	~~Net income for the year ended December 31, 2017 includes approximately $1.3 million of property expense relating to Hurricanes Harvey and Irma in the third quarter of 2017.~~


~~(3)~~	~~Equity in income excludes our ownership interest of fee income from various services provided by us to the Funds.~~


~~(4)~~	Equity in income for the year ended December 31, 2019 includes our ownership interest of the gain on sale of the operating property of approximately $6.2 million. Equity in income for the year ended December 31, 2017 includes our ownership interest of the hurricane related insurance recoveries and expenses of approximately $0.4 million.


~~(1)~~	(2)Unamortized debt discounts and debt issuance costs of $23.4 million and $19.9 million are included in senior unsecured notes payable as of December 31, 2020 and ~~debt issuance costs of $19.9 million and $13.9 million are included in senior unsecured and secured notes payable as of December 31, 2019 and 2018, respectively.~~


(in millions) (1)	Amount (2)		Weighted Average Interest Rate (3)
2021	$	(3.7)	0	%
2022	386.3		3.0	%
2023	247.3		5.1
2024	497.9		4.0
2025	(1.8)		0
Thereafter	2,040.6		3.4
Total	$3,166.6		3.6	%


~~(2)~~	(2)Includes amortization of debt discounts and debt issuance costs.


~~(3)~~	~~Includes the effects of the applicable settled forward interest rate swaps.~~


~~(4)~~	~~Includes~~ ~~$44.0 million~~ ~~of borrowings outstanding under our unsecured credit facility.~~



(in millions)	Unrealized Gain (Loss) Recognized in Other Comprehensive Income (“OCI”) on Derivatives							Location of Gain Reclassified from Accumulated OCI into Income	Amount of Gain Reclassified from Accumulated OCI into Income
Derivatives in Cash Flow Hedging Relationships	2019			2018		2017			2019		2018		2017
Interest Rate Swaps	$	(13.0	)	$	6.8	$	1.7	Interest expense	$	0.1	$	0.4	$	—


(in millions)	Unrealized Gain (Loss) Recognized in Other Comprehensive Income (“OCI”) on Derivatives						Location of Gain (Loss) Reclassified from Accumulated OCI into Income	Amount of Gain (Loss) Reclassified from Accumulated OCI into Income
Derivatives in Cash Flow Hedging Relationships	2020		2019		2018			2020		2019		2018
Interest Rate Swaps	$	0	$	(13.0)	$	6.8	Interest expense	$	(1.3)	$	0.1	0.4



	Nonvested Share Awards Outstanding		Weighted Average Exercise / Grant Price
Nonvested share awards outstanding at December 31, 2018	390,681		$	79.82
Granted	199,957		98.84
Exercised/Vested	(308,514	)	82.65
Forfeited	(17,470	)	86.64
Total nonvested share awards outstanding at December 31, 2019	264,654		$	90.44



	Year Ended December 31, 2018	Year Ended December 31, 2017
Weighted average fair value of options granted	$4.11	$5.25
Expected volatility	15.1%	18.9%
Risk-free interest rate	2.0%	1.3%
Expected dividend yield	3.3%	5.5%
Expected life	1 year	2 years


(in thousands)	2018
Temporary equity:
Balance at beginning of period	$	77,230
Change in classification	16,407
Change in redemption value	(669)
Diversification of share awards (429 shares during December 31, 2018)	(40,294)
Balance at December 31, 2018	$	52,674


~~(1)~~	Approximately $18.0 million and $12.7 million of participant cash was withdrawn from our deferred compensation plan investments during the years ended December 31, 2019 and 2018, respectively. Approximately $40.3 million of shares within the deferred compensation plan were diversified into other deferred compensation plan investments during the year ended 2018.


~~(1)~~	~~Includes balances outstanding under our unsecured credit facility at December 31, 2019.~~


($ in millions)		As of		($ in millions)		As of December 31,
Balance sheet	Classification	December 31, 2019		Balance sheet	Classification	2020		2019
Right-of-use assets, net	Other assets, net	$	10.6	Right-of-use assets, net	Other assets, net	$	9.2	$	10.6
Operating lease liabilities	Other liabilities	$	15.0	Operating lease liabilities	Other liabilities	$	13.0	$	15.0


($ in millions)		Year ended		($ in millions)		Year ended
Statement of income and comprehensive income	Classification	December 31, 2019		Statement of income and comprehensive income	Classification	2020		2019
Rent expense related to operating lease liabilities	General and administrative expenses and property management expenses	$	2.9	Rent expense related to operating lease liabilities	General and administrative expenses and property management expenses	$	3.0	$	2.9
Variable lease expense	General and administrative expenses and property management expenses	$	1.4	Variable lease expense	General and administrative expenses and property management expenses	1.3		1.4
Total lease expense				Total lease expense		$	4.3	$	4.3


($ in millions)		Year ended
Statement of cash flows	Classification	2020			2019
Cash flows from operating leases	Net cash from operating activities	$	3.3		$	3.1
Supplemental lease information
Weighted average remaining lease term (years)		4.4			5.3
Weighted average discount rate - operating leases (1)		4.8		%	4.9		%


~~(1)~~	We use a secured incremental borrowing rate, as defined by ASC 842 based on an estimated secured rate with applicable adjustments, as most of our lease contracts do not provide a readily determinable implicit rate.


Camden Property Trust Real Estate and Accumulated Depreciation As of December 31, 2020 (in thousands)																	Schedule III
	Initial Cost						Total Cost
	Land		Building/ Construction in Progress & Improvements		Cost Subsequent to Acquisition/ Construction		Land		Building/ Construction in Progress & Improvements		Total		Accumulated Depreciation		Total Cost, Net of Accumulated Depreciation			Year of Completion/ Acquisition
Current communities (1):

ARIZONA
Phoenix/Scottsdale
Camden Chandler	$	5,511	$	62,429	$	753	$	5,511	$	63,182	$	68,693	$	14,121	$	54,572		2016
Camden Copper Square	4,825		23,672		9,561		4,825		33,233		38,058		21,673		16,385			2000
Camden Foothills	11,006		33,712		458		11,006		34,170		45,176		8,618		36,558			2014
Camden Legacy	4,068		26,612		21,934		4,068		48,546		52,614		31,381		21,233			1998
Camden Montierra	13,687		31,727		6,195		13,687		37,922		51,609		12,158		39,451			2012
Camden North End I	16,108		82,620		160		16,108		82,780		98,888		13,887		85,001			2019
Camden Old Town Scottsdale	23,227		71,784		2,749		23,227		74,533		97,760		9,584		88,176			2019
Camden Pecos Ranch	3,362		24,492		6,299		3,362		30,791		34,153		11,785		22,368			2012
Camden San Marcos	11,520		35,166		6,737		11,520		41,903		53,423		13,809		39,614			2012
Camden San Paloma	6,480		23,045		11,854		6,480		34,899		41,379		20,795		20,584			2002
Camden Sotelo	3,376		30,576		1,962		3,376		32,538		35,914		8,630		27,284			2013
Camden Tempe (2)	9,248		35,254		771		9,248		36,025		45,273		8,532		36,741			2015
CALIFORNIA
Los Angeles/Orange County
Camden Crown Valley	9,381		54,210		13,082		9,381		67,292		76,673		39,866		36,807			2001
Camden Glendale	21,492		96,158		732		21,492		96,890		118,382		21,152		97,230			2015
Camden Harbor View	16,079		127,459		39,171		16,079		166,630		182,709		79,336		103,373			2003
Camden Main and Jamboree	17,363		75,387		3,129		17,363		78,516		95,879		25,841		70,038			2008
Camden Martinique	28,401		51,861		30,528		28,401		82,389		110,790		52,954		57,836			1998
Camden Sea Palms	4,336		9,930		9,082		4,336		19,012		23,348		11,732		11,616			1998
The Camden	18,286		118,730		377		18,286		119,107		137,393		23,120		114,273			2016
San Diego/Inland Empire
Camden Landmark	17,339		71,315		4,351		17,339		75,666		93,005		22,122		70,883			2012
Camden Old Creek	20,360		71,777		9,796		20,360		81,573		101,933		35,368		66,565			2007
Camden Sierra at Otay Ranch	10,585		49,781		14,183		10,585		63,964		74,549		32,621		41,928			2003
Camden Tuscany	3,330		36,466		8,594		3,330		45,060		48,390		23,277		25,113			2003
Camden Vineyards	4,367		28,494		5,550		4,367		34,044		38,411		19,340		19,071			2002
COLORADO
Denver
Camden Belleview Station	8,091		44,003		8,474		8,091		52,477		60,568		14,388		46,180			2012
Camden Caley	$	2,047	$	17,445	$	11,980	$	2,047	$	29,425	$	31,472	$	17,033	$	14,439		2000
Camden Denver West	6,396		51,552		13,376		6,396		64,928		71,324		19,601		51,723			2012
Camden Flatirons	6,849		72,631		1,244		6,849		73,875		80,724		18,465		62,259			2015
Camden Highlands Ridge	2,612		34,726		23,709		2,612		58,435		61,047		34,607		26,440			1996
Camden Interlocken	5,293		31,612		20,839		5,293		52,451		57,744		31,535		26,209			1999
Camden Lakeway	3,915		34,129		28,057		3,915		62,186		66,101		38,614		27,487			1997
Camden Lincoln Station	4,648		51,762		515		4,648		52,277		56,925		9,960		46,965			2017
Camden RiNo	15,989		62,868		0		15,989		62,868		78,857		2,399		76,458			2020
WASHINGTON DC METRO
Camden Ashburn Farm	4,835		22,604		6,316		4,835		28,920		33,755		14,082		19,673			2005
Camden College Park	16,409		91,503		8,253		16,409		99,756		116,165		32,039		84,126			2008
Camden Dulles Station	10,807		61,548		12,108		10,807		73,656		84,463		27,856		56,607			2008
Camden Fair Lakes	15,515		104,223		14,790		15,515		119,013		134,528		57,384		77,144			2005
Camden Fairfax Corner	8,484		72,953		11,140		8,484		84,093		92,577		39,342		53,235			2006
Camden Fallsgrove	9,408		43,647		6,683		9,408		50,330		59,738		24,807		34,931			2005
Camden Grand Parc	7,688		35,900		4,977		7,688		40,877		48,565		18,742		29,823			2005
Camden Lansdowne	15,502		102,267		27,898		15,502		130,165		145,667		61,283		84,384			2005
Camden Largo Town Center	8,411		44,163		5,074		8,411		49,237		57,648		23,359		34,289			2005
Camden Monument Place	9,030		54,089		9,600		9,030		63,689		72,719		25,689		47,030			2007
Camden NoMa	19,442		82,306		776		19,442		83,082		102,524		22,724		79,800			2014
Camden NoMa II	17,331		91,211		166		17,331		91,377		108,708		25,714		82,994			2017
Camden Potomac Yard	16,498		88,317		15,059		16,498		103,376		119,874		39,770		80,104			2008
Camden Roosevelt	11,470		45,785		7,065		11,470		52,850		64,320		23,892		40,428			2005
Camden Russett	13,460		61,837		8,442		13,460		70,279		83,739		33,871		49,868			2005
Camden Shady Grove	24,177		89,820		342		24,177		90,162		114,339		21,123		93,216			2018
Camden Silo Creek	9,707		45,301		9,538		9,707		54,839		64,546		25,354		39,192			2005
Camden Washingtonian	13,512		75,134		70		13,512		75,204		88,716		12,209		76,507			2018
FLORIDA
Southeast Florida
Camden Aventura	12,185		47,616		15,563		12,185		63,179		75,364		32,596		42,768			2005
Camden Boca Raton	2,201		50,057		721		2,201		50,778		52,979		12,412		40,567			2014
Camden Brickell	14,621		57,031		35,211		14,621		92,242		106,863		42,270		64,593			2005
Camden Doral	10,260		40,416		8,224		10,260		48,640		58,900		24,218		34,682			2005
Camden Doral Villas	6,476		25,543		8,210		6,476		33,753		40,229		17,672		22,557			2005
Camden Las Olas	12,395		79,518		31,588		12,395		111,106		123,501		50,458		73,043			2005
Camden Plantation	6,299		77,964		16,862		6,299		94,826		101,125		44,773		56,352			2005
Camden Portofino	$	9,867	$	38,702	$	11,171	$	9,867	$	49,873	$	59,740	$	24,477	$	35,263		2005
Orlando
Camden Hunter's Creek	4,156		20,925		6,990		4,156		27,915		32,071		14,517		17,554			2005
Camden Lago Vista	3,497		29,623		6,651		3,497		36,274		39,771		18,649		21,122			2005
Camden LaVina	12,907		42,617		1,714		12,907		44,331		57,238		14,767		42,471			2012
Camden Lee Vista	4,350		34,643		15,586		4,350		50,229		54,579		28,486		26,093			2000
Camden North Quarter	9,990		68,471		1,372		9,990		69,843		79,833		12,524		67,309			2018
Camden Orange Court	5,319		40,733		4,298		5,319		45,031		50,350		18,787		31,563			2008
Camden Thornton Park	11,711		74,628		2,677		11,711		77,305		89,016		10,633		78,383			2018
Camden Town Square	13,127		45,997		1,509		13,127		47,506		60,633		14,502		46,131			2012
Camden World Gateway	5,785		51,821		9,172		5,785		60,993		66,778		29,826		36,952			2005
Tampa/St. Petersburg
Camden Bay	7,450		63,283		30,526		7,450		93,809		101,259		52,322		48,937			1998/2002
Camden Montague	3,576		16,534		1,041		3,576		17,575		21,151		5,954		15,197			2012
Camden Pier District	16,704		105,383		1,496		16,704		106,879		123,583		19,447		104,136			2018
Camden Preserve	1,206		17,982		13,397		1,206		31,379		32,585		20,879		11,706			1997
Camden Royal Palms	2,147		38,339		4,787		2,147		43,126		45,273		18,719		26,554			2007
Camden Westchase Park	11,955		36,254		1,267		11,955		37,521		49,476		11,743		37,733			2012
GEORGIA
Atlanta
Camden Brookwood	7,174		31,984		14,571		7,174		46,555		53,729		22,761		30,968			2005
Camden Buckhead Square	13,200		43,785		1,312		13,200		45,097		58,297		6,976		51,321			2017
Camden Creekstone	5,017		19,912		5,784		5,017		25,696		30,713		8,458		22,255			2012
Camden Deerfield	4,895		21,922		12,895		4,895		34,817		39,712		17,201		22,511			2005
Camden Dunwoody	5,290		23,642		10,388		5,290		34,030		39,320		18,313		21,007			2005
Camden Fourth Ward	10,477		51,258		1,948		10,477		53,206		63,683		13,726		49,957			2014
Camden Midtown Atlanta	6,196		33,828		11,848		6,196		45,676		51,872		23,659		28,213			2005
Camden Paces	15,262		102,521		1,597		15,262		104,118		119,380		26,304		93,076			2015
Camden Peachtree City	6,536		29,063		9,033		6,536		38,096		44,632		19,559		25,073			2005
Camden Shiloh	4,181		18,798		6,492		4,181		25,290		29,471		13,746		15,725			2005
Camden St. Clair	7,526		27,486		9,090		7,526		36,576		44,102		19,637		24,465			2005
Camden Stockbridge	5,071		22,693		5,789		5,071		28,482		33,553		14,670		18,883			2005
Camden Vantage	11,787		68,822		10,630		11,787		79,452		91,239		21,013		70,226			2013
NORTH CAROLINA
Charlotte
Camden Ballantyne	$	4,503	$	30,250	$	10,512	$	4,503	$	40,762	$	45,265	$	21,701	$	23,564		2005
Camden Cotton Mills	4,246		19,147		7,938		4,246		27,085		31,331		14,770		16,561			2005
CoWork by Camden	814		3,422		24		814		3,446		4,260		428		3,832			2019
Camden Dilworth	516		16,633		4,820		516		21,453		21,969		9,736		12,233			2006
Camden Fairview	1,283		7,223		4,933		1,283		12,156		13,439		7,198		6,241			2005
Camden Foxcroft	1,408		7,919		5,158		1,408		13,077		14,485		7,619		6,866			2005
Camden Foxcroft II	1,152		6,499		3,983		1,152		10,482		11,634		5,627		6,007			2005
Camden Gallery	7,930		51,957		967		7,930		52,924		60,854		10,823		50,031			2017
Camden Grandview	7,570		33,859		14,721		7,570		48,580		56,150		24,553		31,597			2005
Camden Grandview II	4,617		17,852		86		4,617		17,938		22,555		2,151		20,404			2019
Camden Sedgebrook	5,266		29,211		8,851		5,266		38,062		43,328		20,286		23,042			2005
Camden South End	6,625		29,175		16,872		6,625		46,047		52,672		22,233		30,439			2005
Camden Stonecrest	3,941		22,021		7,713		3,941		29,734		33,675		16,079		17,596			2005
Camden Touchstone	1,203		6,772		4,101		1,203		10,873		12,076		6,238		5,838			2005
Raleigh
Camden Carolinian	14,765		56,674		710		14,765		57,384		72,149		3,536		68,613			2019
Camden Crest	4,412		31,108		8,522		4,412		39,630		44,042		19,295		24,747			2005
Camden Governor's Village	3,669		20,508		8,108		3,669		28,616		32,285		14,146		18,139			2005
Camden Lake Pine	5,746		31,714		15,747		5,746		47,461		53,207		24,639		28,568			2005
Camden Manor Park	2,535		47,159		12,352		2,535		59,511		62,046		26,958		35,088			2006
Camden Overlook	4,591		25,563		10,955		4,591		36,518		41,109		20,155		20,954			2005
Camden Reunion Park	2,931		18,457		11,917		2,931		30,374		33,305		16,168		17,137			2005
Camden Westwood	4,567		25,519		10,304		4,567		35,823		40,390		17,997		22,393			2005
TEXAS
Austin
Camden Cedar Hills	2,684		20,931		4,520		2,684		25,451		28,135		10,403		17,732			2008
Camden Gaines Ranch	5,094		37,100		11,274		5,094		48,374		53,468		25,261		28,207			2005
Camden Huntingdon	2,289		17,393		11,233		2,289		28,626		30,915		21,695		9,220			1995
Camden La Frontera	3,250		32,376		872		3,250		33,248		36,498		8,815		27,683			2015
Camden Lamar Heights	3,988		42,773		1,025		3,988		43,798		47,786		11,477		36,309			2015
Camden Rainey Street	30,044		85,477		1,783		30,044		87,260		117,304		8,397		108,907			2019
Camden Stoneleigh	3,498		31,285		9,372		3,498		40,657		44,155		20,705		23,450			2006
Dallas/Fort Worth
Camden Addison	$	11,516	$	29,332	$	9,493	$	11,516	$	38,825	$	50,341	$	15,406	$	34,935		2012
Camden Belmont	12,521		61,522		7,295		12,521		68,817		81,338		20,709		60,629			2012
Camden Buckingham	2,704		21,251		12,005		2,704		33,256		35,960		23,104		12,856			1997
Camden Centreport	1,613		12,644		7,708		1,613		20,352		21,965		13,890		8,075			1997
Camden Cimarron	2,231		14,092		9,005		2,231		23,097		25,328		18,002		7,326			1997
Camden Farmers Market	17,341		74,193		31,968		17,341		106,161		123,502		59,444		64,058			2001/2005
Camden Henderson	3,842		15,256		983		3,842		16,239		20,081		5,229		14,852			2012
Camden Legacy Creek	2,052		12,896		7,782		2,052		20,678		22,730		15,174		7,556			1997
Camden Legacy Park	2,560		15,449		9,104		2,560		24,553		27,113		17,669		9,444			1997
Camden Valley Park	3,096		14,667		17,619		3,096		32,286		35,382		29,242		6,140			1994
Camden Victory Park	13,445		71,735		808		13,445		72,543		85,988		15,742		70,246			2016
Houston
Camden City Centre	4,976		44,735		12,248		4,976		56,983		61,959		22,860		39,099			2007
Camden City Centre II	5,101		28,131		716		5,101		28,847		33,948		9,105		24,843			2013
Camden Downtown I	7,813		123,397		0		7,813		123,397		131,210		8,257		122,953			2020
Camden Greenway	16,916		43,933		23,290		16,916		67,223		84,139		45,687		38,452			1999
Camden Highland Village	28,536		111,802		4,176		28,536		115,978		144,514		7,860		136,654			2019
Camden Holly Springs	11,108		42,852		13,726		11,108		56,578		67,686		21,516		46,170			2012
Camden McGowen Station	6,089		85,038		178		6,089		85,216		91,305		14,948		76,357			2018
Camden Midtown	4,583		18,026		12,575		4,583		30,601		35,184		21,009		14,175			1999
Camden Oak Crest	2,078		20,941		7,084		2,078		28,025		30,103		16,305		13,798			2003
Camden Park	4,922		16,453		7,146		4,922		23,599		28,521		9,217		19,304			2012
Camden Plaza	7,204		31,044		6,834		7,204		37,878		45,082		12,052		33,030			2007
Camden Post Oak	14,056		92,515		20,524		14,056		113,039		127,095		33,081		94,014			2013
Camden Royal Oaks	1,055		20,046		4,439		1,055		24,485		25,540		11,402		14,138			2006
Camden Royal Oaks II	587		12,743		28		587		12,771		13,358		4,124		9,234			2012
Camden Stonebridge	1,016		7,137		7,598		1,016		14,735		15,751		10,920		4,831			1993
Camden Sugar Grove	7,614		27,594		5,874		7,614		33,468		41,082		11,264		29,818			2012
Camden Travis Street	1,780		29,104		2,391		1,780		31,495		33,275		12,163		21,112			2010
Camden Vanderbilt	16,076		44,918		28,762		16,076		73,680		89,756		52,831		36,925			1994/1997
Camden Whispering Oaks	1,188		26,242		2,559		1,188		28,801		29,989		12,279		17,710			2008

Total current communities:	$	1,222,815	$	6,461,452	$	1,279,200	$	1,222,815	$	7,740,652	$	8,963,467	$	3,033,778	$	5,929,689

Communities under construction:
Name / location
Camden Atlantic Plantation, FL			$	38,297					$	38,297	$	38,297			$	38,297		N/A
Camden Buckhead Atlanta, GA			116,645						116,645		116,645		4		116,641			N/A
Camden Hillcrest San Diego, CA			64,251						64,251		64,251				64,251			N/A
Camden Lake Eola Orlando, FL			116,667						116,667		116,667		33		116,634			N/A
Camden NoDa Charlotte, NC			27,749						27,749		27,749				27,749			N/A
Camden North End II (3) Phoenix, AZ			70,378						70,378		70,378		371		70,007			N/A
Camden Tempe II Tempe, AZ			30,735						30,735		30,735				30,735			N/A

Total communities under construction:	$	0	$	464,722	$	0	$	0	$	464,722	$	464,722	$	408	$	464,314

Development pipeline communities:
Name/location
Camden Arts District Los Angeles, CA			$	33,001					$	33,001	$	33,001			$	33,001		N/A
Camden Cameron Village Raleigh, NC			20,852						20,852		20,852				20,852			N/A
Camden Downtown II Houston, TX			12,057						12,057		12,057				12,057			N/A
Camden Durham Durham, NC			28,373						28,373		28,373				28,373			N/A
Camden Highland Village II Houston, TX			8,507						8,507		8,507				8,507			N/A
Camden Paces III Atlanta, GA			16,825						16,825		16,825				16,825			N/A

Total development pipeline communities:	$	0	$	119,615	$	0	$	0	$	119,615	$	119,615	$	0	$	119,615


Corporate	0		5,373		0		0		5,373		5,373		0		5,373			N/A

	$	0	$	5,373	$	0	$	0	$	5,373	$	5,373	$	0	$	5,373

TOTAL	$	1,222,815	$	7,051,162	$	1,279,200	$	1,222,815	$	8,330,362	$	9,553,177	$	3,034,186	$	6,518,991



(in thousands, except per share amounts)	First		Second		Third		Fourth			Total (a)
2019:
Revenues	$	248,567	$	255,761	$	260,672	$	263,461		$	1,028,461
Net income attributable to common shareholders	38,613		42,399		43,597		95,014		(b)	219,623
Total earnings per share – basic	0.40		0.43		0.44		0.96		(b)	2.23
Total earnings per share – diluted	0.40		0.43		0.44		0.95		(b)	2.22
2018:
Revenues	$	230,683	$	237,133	$	241,770	$	244,919		$	954,505
Net income attributable to common shareholders	39,395		38,671		38,866		39,196			156,128
Total earnings per share – basic	0.41		0.40		0.41		0.41			1.63
Total earnings per share – diluted	0.41		0.40		0.40		0.41			1.63