CAMDEN PROPERTY TRUST (Exact Name of Registrant as Specified in Its - PDF document

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 OR 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 (I.R.S. Employer incorporation or organization) Identification No.) 11 Greenway Plaza, Suite 2400 Houston, Texas 77046 (Address of principal executive offices) (Zip Code) (713) 354-2500 (Registrant's Telephone Number, Including Area Code) N/A (Former Name, Former Address and Former Fiscal Year, If Changed Since Last Report) Indicate by check mark whether the 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 No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer Accelerated filer (Do not check if a Smaller Reporting Company) 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No On July 21, 2017, 87,667,919 common shares of the registrant were outstanding, net of treasury shares and shares held in our deferred compensation arrangements. 1

Table of Contents CAMDEN PROPERTY TRUST Table of Contents Page PART I FINANCIAL INFORMATION 3 Item 1 Financial Statements 3 Condensed Consolidated Balance Sheets (Unaudited) as of June 30, 2017 and December 31, 2016 3 Condensed Consolidated Statements of Income and Comprehensive Income (Unaudited) for the Three and Six Months Ended June 30, 2017 and 2016 4 Condensed Consolidated Statements of Equity (Unaudited) for the Six Months Ended June 30, 2017 and 2016 6 Condensed Consolidated Statements of Cash Flows (Unaudited) for the Six Months Ended June 30, 2017 and 2016 8 Notes to Condensed Consolidated Financial Statements (Unaudited) 9 Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations 23 Item 3 Quantitative and Qualitative Disclosures About Market Risk 35 Item 4 Controls and Procedures 35 PART II OTHER INFORMATION 36 Item 1 Legal Proceedings 36 Item 1A Risk Factors 36 Item 2 Unregistered Sales of Equity Securities and Use of Proceeds 36 Item 3 Defaults Upon Senior Securities 36 Item 4 Mine Safety Disclosures 36 Item 5 Other Information 36 Item 6 Exhibits 36 SIGNATURES Exhibit 31.1 Exhibit 31.2 Exhibit 32.1 Exhibit 101.INS Exhibit 101.SCH Exhibit 101.CAL Exhibit 101.DEF Exhibit 101.LAB Exhibit 101.PRE 2

Table of Contents PART I. FINANCIAL INFORMATION Item 1. Financial Statements CAMDEN PROPERTY TRUST CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) June 30, December 31, (in thousands, except per share amounts) 2017 2016 Assets Real estate assets, at cost Land $ 1,008,459 $ 967,375 Buildings and improvements 6,199,435 5,967,023 $ 7,207,894 $ 6,934,398 Accumulated depreciation (2,016,259) (1,890,656) Net operating real estate assets $ 5,191,635 $ 5,043,742 Properties under development, including land 373,294 442,292 Investments in joint ventures 29,665 30,254 Total real estate assets $ 5,594,594 $ 5,516,288 Accounts receivable – affiliates 23,592 24,028 Other assets, net 155,784 142,010 Short-term investments — 100,000 Cash and cash equivalents 16,318 237,364 Restricted cash 8,312 8,462 Total assets $ 5,798,600 $ 6,028,152 Liabilities and equity Liabilities Notes payable Unsecured $ 1,437,608 $ 1,583,236 Secured 866,292 897,352 Accounts payable and accrued expenses 116,754 137,813 Accrued real estate taxes 48,559 49,041 Distributions payable 69,347 69,161 Other liabilities 134,851 118,959 Total liabilities $ 2,673,411 $ 2,855,562 Commitments and contingencies (Note 10) Non-qualified deferred compensation share awards 84,050 77,037 Equity Common shares of beneficial interest; $0.01 par value per share; 175,000 shares authorized; 100,715 and 100,694 issued; 97,761 and 97,818 outstanding at June 30, 2017 and December 31, 2016, respectively 978 978 Additional paid-in capital 3,678,660 3,678,277 Distributions in excess of net income attributable to common shareholders (351,910) (289,180) Treasury shares, at cost (10,093 and 10,330 common shares at June 30, 2017 and December 31, 2016, respectively) (364,785) (373,339) Accumulated other comprehensive loss (1,795) (1,863) Total common equity $ 2,961,148 $ 3,014,873 Non-controlling interests 79,991 80,680 Total equity $ 3,041,139 $ 3,095,553 Total liabilities and equity $ 5,798,600 $ 6,028,152 See Notes to Condensed Consolidated Financial Statements. 3

Table of Contents CAMDEN PROPERTY TRUST CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (Unaudited) Three Months Ended Six Months Ended June 30, June 30, (in thousands, except per share amounts) 2017 2016 2017 2016 Property revenues Rental revenues $ 190,470 $ 189,246 $ 378,572 $ 376,365 Other property revenues 32,900 32,232 64,319 62,708 Total property revenues $ 223,370 $ 221,478 $ 442,891 $ 439,073 Property expenses Property operating and maintenance $ 52,550 $ 52,856 $ 104,098 $ 103,125 Real estate taxes 27,803 27,300 55,723 54,180 Total property expenses $ 80,353 $ 80,156 $ 159,821 $ 157,305 Non-property income Fee and asset management $ 1,942 $ 1,791 $ 3,690 $ 3,556 Interest and other income 560 215 1,194 439 Income on deferred compensation plans 3,441 1,224 8,058 1,287 Total non-property income $ 5,943 $ 3,230 $ 12,942 $ 5,282 Other expenses Property management $ 6,554 $ 6,417 $ 13,581 $ 13,557 Fee and asset management 961 998 1,845 1,950 General and administrative 12,451 11,803 25,319 24,026 Interest 21,966 23,070 44,922 46,860 Depreciation and amortization 65,033 62,456 128,767 124,547 Expense on deferred compensation plans 3,441 1,224 8,058 1,287 Total other expenses $ 110,406 $ 105,968 $ 222,492 $ 212,227 Loss on early retirement of debt — — (323) — Gain on sale of operating properties, including land — 32,235 — 32,678 Equity in income of joint ventures 1,785 1,689 3,602 3,186 Income from continuing operations before income taxes $ 40,339 $ 72,508 $ 76,799 $ 110,687 Income tax expense (25) (489) (496) (804) Income from continuing operations $ 40,314 $ 72,019 $ 76,303 $ 109,883 Income from discontinued operations — 2,529 — 7,605 Gain on sale of discontinued operations, net of tax — 375,237 — 375,237 Net income $ 40,314 $ 449,785 $ 76,303 $ 492,725 Less income allocated to non-controlling interests from continuing operations (1,126) (3,483) (2,254) (4,693) Net income attributable to common shareholders $ 39,188 $ 446,302 $ 74,049 $ 488,032 See Notes to Condensed Consolidated Financial Statements. 4