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, 2012 and 2011	F-2
Consolidated Statements of Income and Comprehensive Income for the Years Ended December 31, 2012, 2011, and 2010	F-3
Consolidated Statements of Equity and Perpetual Preferred Units for the Years Ended December 31, 2012, 2011, and 2010	F-5
Consolidated Statements of Cash Flows for the Years Ended December 31, 2012, 2011, and 2010	F-7
Notes to Consolidated Financial Statements	F-9
(2) Financial Statement Schedules:
Schedule III – Real Estate and Accumulated Depreciation	S-1

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

(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		Exhibit 3.1 to Form 10-K for the year ended December 31, 1993
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		Second Amended and Restated Bylaws of Camden Property Trust		Exhibit 3.3 to Form 10-K for the year ended December 31, 1997
3.5		Amendment to Second Amended and Restated Bylaws of Camden Property Trust		Exhibit 99.2 to Form 8-K filed on May 4, 2006
4.1		Specimen certificate for Common Shares of Beneficial Interest		Form S-11 filed on September 15, 1993 (Registration No. 33-68736)
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 Sun Trust Bank, as Trustee.		Exhibit 4.3 to Form 8-K filed on June 3, 2011

Exhibit No.		Description		Filed Herewith or Incorporated Herein by Reference (1)
4.5		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)
4.6		Form of Camden Property Trust 5.375% Note due 2013		Exhibit 4.2 to Form 8-K filed on December 9, 2003
4.7		Form of Camden Property Trust 5.00% Note due 2015		Exhibit 4.2 to Form 8-K filed on June 7, 2005
4.8		Form of Camden Property Trust 5.700% Note due 2017		Exhibit 4.3 to Form 8-K filed on May 7, 2007
4.9		Form of Camden Property Trust 4.625% Note due 2021		Exhibit 4.4 to Form 8-K filed on May 31, 2011
4.10		Form of Camden Property Trust 2.95% Note due 2022		Exhibit 4.4 to Form 8-K filed on December 7, 2012
4.11		Form of Camden Property Trust 4.875% Note due 2023		Exhibit 4.5 to Form 8-K filed on May 31, 2011
10.1		Form of Indemnification Agreement between Camden Property Trust and certain of its trust managers and executive officers		Form S-11 filed on July 9, 1993 (Registration No. 33-63588)
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
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		Form of First Amendment to Employment Agreement, effective as of January 1, 2008, between the Company and Dennis M. Steen		Exhibit 99.1 to Form 8-K filed on November 30, 2007
10.8		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
10.9		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
10.10		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
10.11		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
10.12		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

Exhibit No.		Description		Filed Herewith or Incorporated Herein by Reference (1)
10.13		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
10.14		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
10.15		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
10.16		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
10.17		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)
10.18		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
10.19		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
10.20		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
10.21		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
10.22		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
10.23		Amended and Restated Limited Liability Company Agreement of Sierra-Nevada Multifamily Investments, LLC, adopted as of June 29, 1998 by Camden Subsidiary, Inc. and TMT-Nevada, L.L.C.		Exhibit 99.1 to Form 8-K filed on July 15, 1998
10.24		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
10.25		Camden Property Trust 1999 Employee Share Purchase Plan		Exhibit 10.19 to Form 10-K for the year ended December 31, 1999
10.26		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
10.27		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
10.28		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
10.29		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
10.30		Amendment No. 1 to 2011 Share Incentive Plan of Camden Property Trust		Exhibit 99.1 to Form 8-K filed on August 6, 2012
10.31		Camden Property Trust Short Term Incentive Plan		Exhibit 10.2 to Form 10-Q for the quarter ended March 31, 2002
10.32		Amended and Restated Camden Property Trust Non-Qualified Deferred Compensation Plan, effective as of January 1, 2008		Exhibit 99.6 to Form 8-K filed on November 30, 2007

Exhibit No.		Description		Filed Herewith or Incorporated Herein by Reference (1)
10.33		Amendment No. 1 to Amended and Restated Camden Property Trust Non-Qualified Deferred Compensation Plan, effective as of January 1, 2008		Exhibit 99.2 to Form 8-K filed on July 29, 2008
10.34		Amendment No. 2 to Amended and Restated Camden Property Trust Non-Qualified Deferred Compensation Plan, effective as of January 1, 2008		Exhibit 99.2 to Form 8-K filed on December 8, 2008
10.35		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 10.4 to Form S-4 filed on November 24, 2004 (Registration No. 333-120733)
10.36		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 10.5 to Form S-4 filed on November 24, 2004 (Registration No. 333-120733)
10.37		Employment Agreement dated February 15, 1999, by and among William B. McGuire, Jr., Summit Properties Inc. and Summit Management Company, as restated on August 24, 2001		Exhibit 10.1 to Summit Properties Inc.’s Form 10-Q for the quarter ended September 30, 2001 (File No. 000-12792)
10.38		Amendment Agreement, dated as of June 19, 2004, among William B. McGuire, Jr., Summit Properties Inc. and Summit Management Company		Exhibit 10.8.2 to Summit Properties Inc.’s Form 10-Q for the quarter ended June 30, 2004 (File No. 001-12792)
10.39		Amendment Agreement, dated as of June 19, 2004, among William F. Paulsen, Summit Properties Inc. and Summit Management Company		Exhibit 10.8.2 to Summit Properties Inc.’s Form 10-Q for the quarter ended June 30, 2004 (File No. 001-12792)
10.40		Separation Agreement, dated as of February 28, 2005, between Camden Property Trust and William B. McGuire, Jr.		Exhibit 99.1 to Form 8-K filed on April 28, 2005
10.41		Separation Agreement, dated as of February 28, 2005, between Camden Property Trust and William F. Paulsen		Exhibit 99.2 to Form 8-K filed on April 28, 2005
10.42		Master Credit Agreement, dated as of September 24, 2008, among CSP Community Owner, LLC, CPT Community Owner, LLC, and Red Mortgage Capital, Inc. (2)		Exhibit 10.4 to Form 10-Q filed on July 30, 2010
10.43		Form of Master Credit Facility Agreement, dated as of April 17, 2009, among Summit Russett, LLC, 2009 CPT Community Owner, LLC, 2009 CUSA Community Owner, LLC, 2009 CSP Community Owner LLC, and 2009 COLP Community Owner, LLC, as borrowers, Camden Property Trust, as guarantor, and Red Mortgage Capital, Inc., as lender. (2)		Exhibit 10.5 to Form 10-Q filed on July 30, 2010
10.44		Distribution Agency Agreement, dated May 18, 2012, between Camden Property Trust and Credit Suisse Securities (USA) LLC		Exhibit 1.1 to Form 8-K filed on May 18, 2012
10.45		Distribution Agency Agreement, dated May 18, 2012, between Camden Property Trust and Deutsche Bank Securities Inc.		Exhibit 1.2 to Form 8-K filed on May 18, 2012
10.46		Distribution Agency Agreement, dated May 18, 2012, between Camden Property Trust and Jefferies & Company, Inc.		Exhibit 1.3 to Form 8-K filed on May 18, 2012

Exhibit No.		Description		Filed Herewith or Incorporated Herein by Reference (1)
10.47		Distribution Agency Agreement, dated May 18, 2012, between Camden Property Trust and Mitsubishi UFJ Securities (USA) Inc.		Exhibit 1.4 to Form 8-K filed on May 18, 2012
10.48		Distribution Agency Agreement, dated May 18, 2012, between Camden Property Trust and Scotia Capital (USA) Inc.		Exhibit 1.5 to Form 8-K filed on May 18, 2012
10.49		Amended and Restated Credit Agreement dated as of September 22, 2011 among Camden Property Trust, each lender from time to time party thereto, Bank of America, N.A., as Administrative Agent, Swing Line Lender and Letter of Credit Issuer, and JP Morgan Chase Bank, N.A., as Syndication Agent		Exhibit 99.1 to Form 8-K filed on September 26, 2011
12.1		Statement Regarding Computation of Ratios		Filed Herewith
21.1		List of Significant Subsidiaries		Filed Herewith
23.1		Consent of Deloitte & Touche LLP		Filed Herewith
24.1		Powers of Attorney for Richard J. Campo, D. Keith Oden, Scott S. Ingraham, Lewis A. Levey, William B. McGuire, Jr., F. Gardner Parker, William F. Paulsen, Frances Aldrich Sevilla-Secasa, Steven A. Webster, and Kelvin R. Westbrook		Filed Herewith
31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act		Filed Herewith
31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act		Filed Herewith
32.1		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002		Filed Herewith
101.INS		XBRL Instance Document		Filed Herewith
101.SCH		XBRL Taxonomy Extension Schema Document		Filed Herewith
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document		Filed Herewith
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document		Filed Herewith
101.LAB		XBRL Taxonomy Extension Label Linkbase Document		Filed Herewith
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document		Filed Herewith

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

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 15, 2013				CAMDEN PROPERTY TRUST
				By:		/s/ Michael P. Gallagher
						Michael P. Gallagher
						Vice President — Chief Accounting Officer

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

Name		Title		Date
/s/ Richard J. Campo		Chairman of the Board of Trust		February 15, 2013
Richard J. Campo		Managers and Chief Executive Officer (Principal Executive Officer)
/s/ D. Keith Oden		President and Trust Manager		February 15, 2013
D. Keith Oden
/s/ Dennis M. Steen		Senior Vice President - Finance and		February 15, 2013
Dennis M. Steen		Chief Financial Officer (Principal Financial Officer)
/s/ Michael P. Gallagher		Vice President - Chief Accounting		February 15, 2013
Michael P. Gallagher		Officer (Principal Accounting Officer)
*
Scott S. Ingraham		Trust Manager		February 15, 2013
*
Lewis A. Levey		Trust Manager		February 15, 2013
*
William B. McGuire, Jr.		Trust Manager		February 15, 2013
*
F. Gardner Parker		Trust Manager		February 15, 2013
*
William F. Paulsen		Trust Manager		February 15, 2013
*
Frances Aldrich Sevilla-Sacasa		Trust Manager		February 15, 2013
*
Steven A. Webster		Trust Manager		February 15, 2013
*
Kelvin R. Westbrook		Trust Manager		February 15, 2013
*By: /s/ Dennis M. Steen
Dennis M. Steen Attorney-in-fact

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trust Managers and Shareholders of

Camden Property Trust

Houston, Texas

We have audited the accompanying consolidated balance sheets of Camden Property Trust and subsidiaries (the “Company”) as of December 31, 2012 and 2011, and the related consolidated statements of income and comprehensive income, equity and perpetual preferred units, and cash flows for each of the three years in the period ended December 31, 2012. Our audits also included the financial statement schedule listed in the Index at Item 15. These financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on the financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Camden Property Trust and subsidiaries as of December 31, 2012 and 2011, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2012, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company's internal control over financial reporting as of December 31, 2012, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 15, 2013 expressed an unqualified opinion on the Company's internal control over financial reporting.

/s/ DELOITTE & TOUCHE LLP
Houston, Texas
February 15, 2013

F-1

CAMDEN PROPERTY TRUST

CONSOLIDATED BALANCE SHEETS

	December 31,
(in thousands, except per share amounts)	2012				2011
Assets
Real estate assets, at cost
Land	$	949,777			$	768,016
Buildings and improvements	5,389,674				4,751,654
	6,339,451				5,519,670
Accumulated depreciation	(1,518,896		)		(1,432,799		)
Net operating real estate assets	4,820,555				4,086,871
Properties under development, including land	334,463				299,870
Investments in joint ventures	45,092				44,844
Properties held for sale	30,517				11,131
Total real estate assets	5,230,627				4,442,716
Accounts receivable – affiliates	33,625				31,035
Other assets, net	88,260				88,089
Cash and cash equivalents	26,669				55,159
Restricted cash	5,991				5,076
Total assets	$	5,385,172			$	4,622,075
Liabilities and equity
Liabilities
Notes payable
Unsecured	$	1,538,212			$	1,380,755
Secured	972,256				1,051,357
Accounts payable and accrued expenses	101,896				93,747
Accrued real estate taxes	28,452				21,883
Distributions payable	49,969				39,364
Other liabilities	67,679				109,276
Total liabilities	2,758,464				2,696,382
Commitments and contingencies
Perpetual preferred units	—				97,925
Equity
Common shares of beneficial interest; $0.01 par value per share; 175,000 and 100,000 shares authorized; 99,106 and 87,377 issued; 96,201 and 84,517 outstanding at December 31, 2012 and 2011, respectively	962				845
Additional paid-in capital	3,587,505				2,901,024
Distributions in excess of net income attributable to common shareholders	(598,951		)		(690,466		)
Treasury shares, at cost (11,771 and 12,509 common shares, at December 31, 2012 and 2011, respectively)	(425,355		)		(452,003		)
Accumulated other comprehensive loss	(1,062		)		(683		)
Total common equity	2,563,099				1,758,717
Non-controlling interests	63,609				69,051
Total equity	2,626,708				1,827,768
Total liabilities and equity	$	5,385,172			$	4,622,075

See Notes to Consolidated Financial Statements.

F-2

CAMDEN PROPERTY TRUST

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

	Year Ended December 31,
(in thousands, except per share amounts)	2012				2011				2010
Property revenues
Rental revenues	$	626,127			$	533,937			$	488,895
Other property revenues	101,781				87,137				79,177
Total property revenues	727,908				621,074				568,072
Property expenses
Property operating and maintenance	196,811				175,000				163,628
Real estate taxes	72,858				65,128				63,150
Total property expenses	269,669				240,128				226,778
Non-property income
Fee and asset management	12,345				9,973				8,172
Interest and other income (loss)	(710		)		4,649				8,584
Income on deferred compensation plans	4,772				6,773				11,581
Total non-property income	16,407				21,395				28,337
Other expenses
Property management	21,796				20,686				19,982
Fee and asset management	6,631				5,935				4,841
General and administrative	37,528				35,456				30,762
Interest	104,282				112,414				125,893
Depreciation and amortization	203,077				171,127				161,760
Amortization of deferred financing costs	3,608				5,877				4,102
Expense on deferred compensation plans	4,772				6,773				11,581
Total other expenses	381,694				358,268				358,921
Gain on acquisition of controlling interest in joint ventures	57,418				—				—
Gain on sale of properties, including land	—				4,748				236
Gain on sale of unconsolidated joint venture interests	—				1,136				—
Loss on discontinuation of hedging relationship	—				(29,791		)		—
Impairment provision on technology investment	—				—				(1,000		)
Equity in income (loss) of joint ventures	20,175				5,679				(839		)
Income from continuing operations before income taxes	170,545				25,845				9,107
Income tax expense – current	(1,208		)		(2,220		)		(1,581		)
Income from continuing operations	169,337				23,625				7,526
Income from discontinued operations	9,495				11,715				14,002
Gain on sale of discontinued operations, net of tax	115,068				24,621				9,614
Net income	293,900				59,961				31,142
Less income allocated to non-controlling interests from continuing operations	(4,821		)		(3,453		)		(821		)
Less income, including gain on sale, allocated to non-controlling interests from discontinued operations	(2,838		)		(129		)		(105		)
Less income allocated to perpetual preferred units	(776		)		(7,000		)		(7,000		)
Less write off of original issuance costs of redeemed perpetual preferred units	(2,075		)		—				—
Net income attributable to common shareholders	$	283,390			$	49,379			$	23,216

See Notes to Consolidated Financial Statements.

F-3

CAMDEN PROPERTY TRUST

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (Continued)

	Year Ended December 31,
(In thousands, except per share amounts)	2012				2011				2010
Earnings per share – basic
Income (loss) from continuing operations attributable to common shareholders	$	1.90			$	0.17			$	(0.01	)
Income from discontinued operations, including gain on sale, attributable to common shareholders	1.45				0.50				0.34
Net income attributable to common shareholders	$	3.35			$	0.67			$	0.33
Earnings per share – diluted
Income (loss) from continuing operations attributable to common shareholders	$	1.88			$	0.17			$	(0.01	)
Income from discontinued operations, including gain on sale, attributable to common shareholders	1.42				0.49				0.34
Net income attributable to common shareholders	$	3.30			$	0.66			$	0.33
Weighted average number of common shares outstanding – basic	83,772				72,756				68,608
Weighted average number of common shares outstanding – diluted	85,556				73,462				68,608
Net income attributable to common shareholders
Income from continuing operations	$	169,337			$	23,625			$	7,526
Less income allocated to non-controlling interests from continuing operations	(4,821		)		(3,453		)		(821		)
Less income allocated to perpetual preferred units	(776		)		(7,000		)		(7,000		)
Less write off original issuance costs of redeemed perpetual preferred units	(2,075		)		—				—
Income (loss) from continuing operations attributable to common shareholders	161,665				13,172				(295		)
Income from discontinued operations, including gain on sale	124,563				36,336				23,616
Less income, including gain on sale, allocated to non-controlling interests from discontinued operations	(2,838		)		(129		)		(105		)
Income from discontinued operations, including gain on sale, attributable to common shareholders	121,725				36,207				23,511
Net income attributable to common shareholders	$	283,390			$	49,379			$	23,216
Consolidated Statements of Comprehensive Income
Net income	$	293,900			$	59,961			$	31,142
Other comprehensive income
Unrealized loss on cash flow hedging activities	—				(2,692		)		(19,059		)
Reclassification of net losses on cash flow hedging activities	—				39,657				23,385
Unrealized gain on available-for-sale securities, net of tax	—				—				3,306
Reclassification of gain on available-for-sale investment to earnings, net of tax	—				(3,306		)		—
Reclassification of prior service cost and net loss on post retirement obligation	30				—				—
Unrealized gain (loss) and unamortized prior service cost on postretirement obligation	(409		)		(884		)		65
Comprehensive income	293,521				92,736				38,839
Less income allocated to non-controlling interests from continuing operations	(4,821		)		(3,453		)		(821		)
Less income, including gain on sale, allocated to non-controlling interests from discontinued operations	(2,838		)		(129		)		(105		)
Less income allocated to perpetual preferred units	(776		)		(7,000		)		(7,000		)
Less write off of original issuance costs of redeemed perpetual preferred units	(2,075		)		—				—
Comprehensive income attributable to common shareholders	$	283,011			$	82,154			$	30,913

See Notes to Consolidated Financial Statements.

F-4

CAMDEN PROPERTY TRUST

CONSOLIDATED STATEMENTS OF EQUITY AND PERPETUAL PREFERRED UNITS

	Common Shareholders
(in thousands, except per share amounts)	Common shares of beneficial interest				Additional paid-in capital				Distributions in excess of net income				Notes receivable secured by common shares				Treasury shares, at cost				Accumulated other comprehensive loss				Non-controlling interests				Total equity				Perpetual preferred units
Equity, December 31, 2009	$	770			$	2,525,656			$	(492,571	)		$	(101	)		$	(462,188	)		$	(41,155	)		$	78,602			$	1,609,013			$	97,925
Net income									23,216																926				24,142				7,000
Other comprehensive income																					7,697								7,697
Common shares issued (4,868 shares)	49				231,602																								231,651
Net share awards	4				11,609																								11,613
Employee share purchase plan					232												933												1,165
Repayment of employee notes receivable, net													101																101
Common share options exercised (41 shares)					2,997																								2,997
Conversions and redemptions of operating partnership units (279 shares)	3				3,525																				(3,553		)		(25		)
Cash distributions declared to perpetual preferred units																																	(7,000		)
Cash distributions declared to equity holders ($1.80 per share)									(125,962		)														(5,046		)		(131,008		)
Other	(2		)		4																				25				27
Equity, December 31, 2010	$	824			$	2,775,625			$	(595,317	)		$	—			$	(461,255	)		$	(33,458	)		$	70,954			$	1,757,373			$	97,925
Net income									49,379																3,582				52,961				7,000
Other comprehensive income																					32,775								32,775
Common shares issued (1,751 shares)	18				106,553																								106,571
Net share awards	3				12,592												812												13,407
Employee share purchase plan					446												1,334												1,780
Common share options exercised (68 shares)					5,216												7,106												12,322
Conversions and redemptions of operating partnership units (66 shares)	1				591																				(592		)
Cash distributions declared to perpetual preferred units																																	(7,000		)
Cash distributions declared to equity holders ($1.96 per share)									(144,528		)														(4,893		)		(149,421		)
Other	(1		)		1
Equity, December 31, 2011	$	845			$	2,901,024			$	(690,466	)		$	—			$	(452,003	)		$	(683	)		$	69,051			$	1,827,768			$	97,925

See Notes to Consolidated Financial Statements.

F-5

CAMDEN PROPERTY TRUST

CONSOLIDATED STATEMENTS OF EQUITY AND PERPETUAL PREFERRED UNITS (Continued)

	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				Perpetual preferred units
Equity, December 31, 2011	$	845			$	2,901,024			$	(690,466	)		$	(452,003	)		$	(683	)		$	69,051			$	1,827,768			$	97,925
Net income									283,390												7,659				291,049				2,851
Other comprehensive income																	(379		)						(379		)
Common shares issued (11,192 shares)	112				693,243																				693,355
Net share awards					1,008								14,138												15,146
Employee share purchase plan					617								717												1,334
Common share options exercised					2,173								11,793												13,966
Conversions of operating partnership units (558 shares)	6				8,988																(9,143		)		(149		)
Cash distributions declared to perpetual preferred units																													(776		)
Cash distributions declared to equity holders ($2.24 per share)									(191,875		)										(7,025		)		(198,900		)
Redemption of perpetual preferred units																													(100,000		)
Purchase of non-controlling interests					(19,549		)														3,067				(16,482		)
Other	(1		)		1
Equity, December 31, 2012	$	962			$	3,587,505			$	(598,951	)		$	(425,355	)		$	(1,062	)		$	63,609			$	2,626,708			$	—

See Notes to Consolidated Financial Statements.

F-6

CAMDEN PROPERTY TRUST

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year Ended December 31,
(in thousands)	2012				2011				2010
Cash flows from operating activities
Net income	$	293,900			$	59,961			$	31,142
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization, including discontinued operations	209,872				181,791				174,465
Gain on acquisition of controlling interest in joint ventures	(57,418		)		—				—
Gain on sale of discontinued operations, net of tax	(115,068		)		(24,621		)		(9,614		)
Gain on sale of properties, including land	—				(4,748		)		(236		)
Gain on sale of unconsolidated joint venture interests	—				(1,136		)		—
Gain on sale of available-for-sale investment	—				(4,301		)		—
Loss on discontinuation of hedging relationship	—				29,791				—
Impairment provision on technology investment	—				—				1,000
Distributions of income from joint ventures	6,321				5,329				6,524
Equity in (income) loss of joint ventures	(20,175		)		(5,679		)		839
Share-based compensation	13,086				12,039				11,306
Amortization of deferred financing costs	3,608				5,877				4,102
Net change in operating accounts	(9,859		)		(9,469		)		4,508
Net cash from operating activities	$	324,267			$	244,834			$	224,036
Cash flows from investing activities
Development and capital improvements	$	(290,728	)		$	(227,755	)		$	(63,739	)
Acquisition of operating properties, including joint venture interests, net of cash acquired	(465,400		)		—				—
Proceeds from sales of properties, including land and discontinued operations	226,869				57,312				102,819
Proceeds from sale of joint venture interests	—				19,310				—
Proceeds from sale of available-for-sale investment	—				4,510				—
Decrease in notes receivable – affiliates	—				3,279				637
Investments in joint ventures	(7,006		)		(46,037		)		(6,467		)
Distributions of investments from joint ventures	17,417				6,005				28
Other	(8,837		)		(3,988		)		1,872
Net cash from investing activities	$	(527,685	)		$	(187,364	)		$	35,150

See Notes to Consolidated Financial Statements.

F-7

CAMDEN PROPERTY TRUST

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

	Year Ended December 31,
(in thousands)	2012				2011				2010
Cash flows from financing activities
Borrowings on unsecured line of credit	$	603,000			$	8,000			$	37,000
Repayments on unsecured line of credit	(603,000		)		(8,000		)		(37,000		)
Repayment of notes payable	(567,575		)		(627,623		)		(306,692		)
Proceeds from notes payable	346,308				495,705				57,748
Proceeds from issuance of common shares	693,355				106,571				231,651
Redemption of perpetual preferred units	(100,000		)		—				—
Distributions to common shareholders, perpetual preferred units, and non-controlling interests	(189,018		)		(152,242		)		(135,626		)
Purchase of non-controlling interests	(16,482		)		—				—
Payment of deferred financing costs	(3,737		)		(9,288		)		(6,564		)
Common share options exercised	13,038				11,397				1,435
Net (increase) decrease in accounts receivable – affiliates	(2,586		)		860				4,217
Other	1,625				1,734				1,064
Net cash from financing activities	$	174,928			$	(172,886	)		$	(152,767	)
Net increase (decrease) in cash and cash equivalents	(28,490		)		(115,416		)		106,419
Cash and cash equivalents, beginning of year	55,159				170,575				64,156
Cash and cash equivalents, end of year	$	26,669			$	55,159			$	170,575
Supplemental information
Cash paid for interest, net of interest capitalized	$	106,405			$	114,615			$	128,742
Cash paid for income taxes	1,561				2,664				1,169
Supplemental schedule of non-cash investing and financing activities
Distributions declared but not paid	$	49,969			$	39,364			$	35,295
Value of shares issued under benefit plans, net of cancellations	20,933				18,629				14,401
Conversion of operating partnership units to common shares	9,143				592				3,536
Accrual associated with construction and capital expenditures	18,993				16,754				6,590
Conversion of mezzanine notes to joint venture equity	—				—				43,279
Change of fair value of available-for-sale investments, net of tax	—				—				3,306
Acquisition of operating properties, including joint venture interests:
Real estate assets	—				—				238,885
In-place leases	—				—				4,962
Other assets	—				—				1,135
Mortgage debt assumed	298,807				—				188,119
Other liabilities	6,976				—				3,197

See Notes to Consolidated Financial Statements.

F-8

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”), is primarily engaged in the ownership, management, development, 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, 2012, we owned interests in, operated, or were developing 202 multifamily properties comprising 68,620 apartment homes across the United States. Of these 202 properties, nine properties were under development and when completed will consist of a total of 2,845 apartment homes. In addition, we own land parcels we may develop into multifamily apartment 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 continuously 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) under the remaining consolidation guidance relating to real estate entities. If we are the general partner of a limited partnership, or manager of a limited liability company, we also consider the consolidation guidance relating to the rights of limited partners (non-managing members) to assess whether any rights held by the limited partners overcome the presumption of control by us.

Allocations of Purchase Price. Upon acquisition of real estate, we allocate the fair value between 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 allocating these values, we apply methods similar to those used by independent appraisers of income-producing property. Upon the acquisition of a controlling interest of an investment in an unconsolidated joint venture, such joint venture is consolidated and our initial equity investment is remeasured to fair value at the date the controlling interest is acquired; any difference between the carrying value of the previously held equity investment is recognized in earnings at the time of obtaining control. Transaction costs associated with the acquisition of operating real estate assets are expensed. 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 unamortized value of in-place leases and the unamortized value of above or below market leases at December 31, 2012 was approximately $2.6 million and $0.7 million, respectively, and are included in other assets and other liabilities in our condensed consolidated balance sheet, respectively. There was no unamortized value of in-place leases or above or below market leases at December 31, 2011. Amortization expense related to the value of in-place leases for the years ended December 31, 2012, 2011 and 2010 was approximately $13.1 million, $3.9 million, and $1.1 million, respectively. We recognized approximately $1.4 million of revenues related to the value of above or below market leases during the year ended December 31, 2012. There were no revenues related to the value of above or below market leases recognized during the years ended December 31, 2011 and 2010. Estimates of fair value of acquired debt are based upon interest rates available for the issuance of debt with similar terms and remaining maturities.

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 exists 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 discounted and undiscounted cash flows, trends, strategic decisions regarding future development plans, and other factors in our assessment of whether impairment conditions exist. When impairment exists, the long-lived asset is adjusted to its fair value. 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. In estimating fair value, management uses appraisals, management estimates, and discounted cash flow calculations which maximize 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 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.

F-9

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.

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.

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 get the underlying real estate asset ready for its intended use have been initiated. All construction and carrying costs are capitalized and reported in the balance sheet as properties under development until the apartment homes are substantially completed. Upon substantial completion of the apartment homes, the total capitalized development cost for the apartment homes and the associated land is transferred to buildings and improvements and land, respectively.

As discussed above, carrying charges are principally interest and real estate taxes capitalized as part of properties under development. Capitalized interest was approximately $12.5 million, $8.8 million, and $5.7 million for the years ended December 31, 2012, 2011, and 2010, respectively. Capitalized real estate taxes were approximately $2.8 million, $1.4 million, and $0.8 million for the years ended December 31, 2012, 2011, and 2010, 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 expenses 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 (in-place leases and above and below market leases)	underlying lease term

Discontinued Operations. A property is classified as a discontinued operation when (i) the operations and cash flows of the property can be clearly distinguished and have been or will be eliminated from our ongoing operations; (ii) the property has either been disposed of or is classified as held for sale; and (iii) we will not have any significant continuing involvement in the operations of the property after the disposal transactions. Significant judgments are involved in determining whether a property meets the criteria for discontinued operations reporting and the period in which these criteria are met. A property is classified as held for sale when (i) management commits to a plan to sell and it is actively marketed; (ii) it is available for immediate sale in its present condition and the sale is expected to be completed within one year; and (iii) it is unlikely significant changes to the plan will be made or the plan will be withdrawn.

The results of operations for properties sold during the period or classified as held for sale at the end of the current period are classified as discontinued operations in the current and prior periods. The property-specific components of earnings classified as discontinued operations include separately identifiable property-specific revenues, expenses, depreciation, and interest expense, if any. The gain or loss resulting from the eventual disposal of the held for sale properties is also classified within discontinued operations. 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. Properties sold by our unconsolidated entities are not included in discontinued operations and related gains or losses are reported as a component of equity in income (loss) of joint ventures.

F-10

Gains on sale of real estate are recognized using the full accrual or partial sale methods, as applicable, in accordance with accounting principles generally accepted in the United States of America (“GAAP”), provided various criteria relating to the terms of sale and any subsequent involvement with the real estate sold are satisfied.

Fair Value. For financial assets and liabilities recorded at fair value on a 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 Disclosures. 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.

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.

Financial Instrument Fair Value Disclosures. In calculating the fair value of our notes payable, interest rate and spread assumptions used in our calculations reflect our 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.

Non-recurring Fair Value Disclosures. 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. These assets primarily include long-lived assets which are recorded at fair value when they are impaired. The fair value methodologies used to measure long-lived assets are 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.

Income Recognition. Our rental and other property revenue is recorded when due from residents and is recognized monthly as it is earned. Other property revenue consists primarily of utility rebillings and administrative, application, and other transactional fees charged to our residents. Our apartment homes are rented to residents on lease terms generally ranging from six to fifteen months, with monthly payments due in advance. All other sources of income, including interest and fee and asset management

F-11

income, are recognized as earned. Nine of our properties are subject to rent control. Operations of multifamily properties acquired are recorded from the date of acquisition in accordance with the acquisition method of accounting. 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.

Insurance. Our primary lines of insurance coverage are property, general liability, and health and workers’ compensation. 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, prepaid expenses, the value of in-place leases net of related accumulated amortization, available-for-sale investments, and other miscellaneous receivables. Investments under deferred compensation plans are classified as trading securities and are adjusted to fair market value at period end. See further discussion of our investments under deferred compensation plans in Note 11, “Share-based Compensation and Benefit Plans.” Deferred financing costs are amortized no longer than the terms of the related debt on the straight-line method, which approximates the effective interest method. Corporate leasehold improvements and equipment are depreciated using the straight-line method over the shorter of the expected useful lives or the lease terms which range from three to ten years. Our available-for-sale investments are carried at fair value with unrealized gains and losses included in accumulated other comprehensive income (loss), a separate component of shareholders’ equity.

Reportable Segments. Our multifamily communities are geographically diversified throughout the United States, and management evaluates operating performance on an individual property level. As each of our apartment communities has similar economic characteristics, residents, and products and services, our apartment communities have been aggregated into one reportable segment. Our multifamily communities generate rental revenue and other income through the leasing of apartment homes, which comprised approximately 98%, 98%, and 97% of our total property revenues and total non-property income, excluding income on deferred compensation plans, for the years ended December 31, 2012, 2011, and 2010, respectively.

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.

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, and related disclosures. Our more significant estimates include estimates supporting our impairment analysis related to the carrying values of our real estate assets, and estimates related to the valuation of our investments in joint ventures. 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.

3. 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 2.3 million, 4.0 million, and 5.1 million for the years ended December 31, 2012, 2011, and 2010, 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.

F-12

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)		2012				2011				2010
Earnings per share calculation – basic
Income (loss) from continuing operations attributable to common shareholders		$	161,665			$	13,172			$	(295	)
Amount allocated to participating securities		(2,784		)		(551		)		(265		)
Income (loss) from continuing operations attributable to common shareholders, net of amount allocated to participating securities		158,881				12,621				(560		)
Income from discontinued operations, including gain on sale, attributable to common shareholders		121,725				36,207				23,511
Net income attributable to common shareholders, as adjusted		$	280,606			$	48,828			$	22,951
Income (loss) from continuing operations attributable to common shareholders,as adjusted – per share		$	1.90			$	0.17			$	(0.01	)
Income from discontinued operations, including gain on sale, attributable to common shareholders – per share		1.45				0.50				0.34
Net income attributable to common shareholders, as adjusted – per share		$	3.35			$	0.67			$	0.33
Weighted average number of common shares outstanding – basic		83,772				72,756				68,608
Earnings per share calculation – diluted
Income (loss) from continuing operations attributable to common shareholders, net of amount allocated to participating securities		$	158,881			$	12,621			$	(560	)
Income allocated to common units from continuing operations		1,984				—				—
Income (loss) from continuing operations attributable to common shareholders, as adjusted		160,865				12,621				(560		)
Income from discontinued operations, including gain on sale, attributable to common shareholders		121,725				36,207				23,511
Net income attributable to common shareholders, as adjusted		$	282,590			$	48,828			$	22,951
Income (loss) from continuing operations attributable to common shareholders, as adjusted – per share		$	1.88			$	0.17			$	(0.01	)
Income from discontinued operations, including gain on sale, attributable to common shareholders – per share		1.42				0.49				0.34
Net income attributable to common shareholders, as adjusted – per share		$	3.30			$	0.66			$	0.33
Weighted average number of common shares outstanding – basic		83,772				72,756				68,608
Incremental shares issuable from assumed conversion of:
Common share options and share awards granted		647				706				—
Common units		1,137				—				—
Weighted average number of common shares outstanding – diluted		85,556				73,462				68,608

4. Common Shares

In March 2010, we announced the creation of an at-the-market (“ATM”) share offering program through which we could, but had no obligation to, sell common shares having an aggregate offering price of up to $250 million (the “2010 ATM program”), in amounts and at times as we determined, into the existing trading market at current market prices as well as through negotiated transactions. The 2010 ATM program terminated in the second quarter of 2011, and no further common shares are available for sale under the 2010 ATM program.

In May 2011, we created an ATM share offering program through which we could, but had no obligation to, sell common shares having an aggregate offering price of up to $300 million (the “2011 ATM program”), in amounts and at times as we determined, into the existing trading market at current market prices as well as through negotiated transactions. The net proceeds resulting from the 2011 ATM program were used to redeem all of our outstanding redeemable perpetual preferred units as further discussed in Note 5, "Operating Partnerships," and for other general corporate purposes, which included funding for development activities, financing of acquisitions, repayment of notes payable and borrowings under our $500 million unsecured line of credit. The 2011 ATM program terminated in the second quarter of 2012, and no further common shares are available for sale under the 2011 ATM program.

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The following table presents activity under our 2010 and 2011 ATM programs for the periods presented (in thousands, except per share amounts):

	Year Ended December 31,
2012				2011				2010
Total net consideration	$	128,128.0			$	106,570.6			$	231,650.5
Common shares sold	1,971.4				1,751.0				4,867.7
Average price per share	$	66.01			$	61.95			$	48.37

In May 2012, 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 $300 million (the "2012 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. We intend to use the net proceeds from the 2012 ATM program for general corporate purposes, which may include funding for development activities, financing of acquisitions, the redemption or other repurchase of outstanding debt or equity securities, reducing future borrowings under our $500 million unsecured line of credit, and the repayment of other indebtedness.

The following table presents activity under our 2012 ATM program for the period presented (in thousands, except per share amounts):

	Year Ended December 31, 2012
Total net consideration	$	173,607.5
Common shares sold	2,607.9
Average price per share	$	67.63

As of the date of this filing, we had common shares having an aggregate offering price of up to $123.6 million remaining available for sale under the 2012 ATM program.

We currently have an automatic shelf registration statement which allows us to offer, from time to time, an unlimited amount of common shares, preferred shares, debt securities, or warrants. In January 2012, we issued 6,612,500 common shares in a public equity offering and received approximately $391.6 million in net proceeds. We utilized a portion of these proceeds to fund the acquisition of the 80% interest we did not own in twelve real estate joint ventures that owned twelve apartment communities, containing 4,034 apartment homes in Dallas, Houston, Las Vegas, Phoenix and Southern California, becoming sole owner of that portfolio. See Note 7 “Property Acquisitions, Discontinued Operations, Assets Held for Sale and Impairments” for further discussion of this transaction.

On May 11, 2012, the shareholders of the Company approved an amendment to our Amended and Restated Declaration of Trust to increase our total number of authorized shares from 110.0 million to 185.0 million shares of beneficial interest, consisting of 175.0 million common shares and 10.0 million preferred shares. As of December 31, 2012, we had approximately 84.4 million common shares outstanding, net of treasury shares and shares held in our deferred compensation arrangements, and no preferred shares outstanding.

5. Operating Partnerships

At December 31, 2012, approximately 10% of our multifamily apartment homes were held in Camden Operating, L.P (“Camden Operating” or the “operating partnership”). Camden Operating has issued both common and preferred limited partnership units and as of December 31, 2012, we held 92.1% of the 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 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, and one of our ten trust managers owns Camden Operating common limited partnership units.

At December 31, 2011, Camden Operating had 4.0 million of 7.0% Series B Cumulative Redeemable Perpetual Preferred Units outstanding. Distributions on the preferred units were payable quarterly in arrears. In February 2012, we redeemed all of these outstanding units at their redemption price of $25.00 per unit, or an aggregate of $100.0 million, plus accrued and unpaid

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distributions. In connection with this redemption, the unamortized issuance costs relating to these units of approximately $2.1 million were expensed in the first quarter of 2012.

As of December 31, 2011, we held the controlling managing member interest in Oasis Martinique, LLC, which owns one property in Orange County, California and is included in our consolidated financial statements. During the first quarter of 2012, the remaining non-managing member interests, comprising approximately 0.3 million units, were converted to approximately 0.2 million of our common shares, resulting in this entity being wholly-owned by us.

At December 31, 2012, approximately 25% of our multifamily apartment homes were held in Camden Summit Partnership, L.P. (the “Camden Summit Partnership”). The Camden Summit Partnership has issued common limited partnership units and as of December 31, 2012, we held 94.3% of the common limited partnership units and the sole 1% general partnership interest of the Camden Summit Partnership. The remaining common limited partnership units, comprising approximately 1.1 million units, are primarily held by former officers, directors, and investors of Summit Properties Inc. (“Summit”), a company we acquired in 2005. Each common limited partnership unit is redeemable for one common share of Camden 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 Summit Partnership common limited partnership units, and two of our ten trust managers own Camden Summit Partnership common limited partnership units.

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 REIT taxable income, computed without regard to the dividends paid deduction and our net capital gains. 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 will be subject to federal and state income taxes at regular corporate rates, including any applicable alternative minimum tax. In addition, we may not be able to requalify as a REIT for the four subsequent taxable years. Historically, we have incurred only state and local income, margin, franchise, and excise taxes. Taxable income from non-REIT activities managed through taxable REIT subsidiaries is subject to applicable federal, state, and local income and margin taxes. Our operating partnerships are flow-through entities and are not subject to federal income taxes at the entity level.

We have provided for income, franchise, and margin taxes in the consolidated statements of income and comprehensive income for the years ended December 31, 2012, 2011 and 2010. Income taxes for the year ended December 31, 2011 also included approximately $1.0 million associated with the gain recognized on the sale of an available-for-sale investment. Other income tax expense is related to margin and state income taxes, and federal income tax on certain of our taxable REIT subsidiaries. We have no significant temporary differences or tax credits associated with our taxable REIT subsidiaries.

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The following table reconciles net income to REIT taxable income for the years ended December 31:

		Year Ended December 31,
(in thousands)		2012				2011				2010
Net income		$	293,900			$	59,961			$	31,142
Less income attributable to non-controlling interests from continuing operations		(4,821		)		(3,453		)		(821		)
Less income, including gain on sale, allocated to non-controlling interests from discontinued operations		(2,838		)		(129		)		(105		)
Less income allocated to perpetual preferred units		(776		)		(7,000		)		(7,000		)
Less write off of original issuance costs of redeemed perpetual preferred units		(2,075		)		—				—
Net income attributable to common shareholders		283,390				49,379				23,216
Loss from taxable REIT subsidiaries included above		3,323				539				2,056
Net income from REIT operations		286,713				49,918				25,272
Book depreciation and amortization, including discontinued operations		213,479				188,042				179,662
Tax depreciation and amortization		(171,060		)		(155,636		)		(158,134		)
Book/tax difference on gains/losses from capital transactions		(63,832		)		(4,315		)		37,798
Other book/tax differences, net		(40,961		)		8,205				(10,565		)
REIT taxable income		224,339				86,214				74,033
Dividends paid deduction		(224,339		)	(1)	(143,657		)		(124,999		)
Dividends paid in excess of taxable income		$	—			$	(57,443	)		$	(50,966	)

(1) The dividends paid deduction includes designated dividends from 2013 of $33.3 million.

A schedule of per share distributions we paid and reported to our shareholders is set forth in the following table:

		Year Ended December 31,
		2012				2011				2010
Common Share Distributions
Ordinary income		$	0.96			$	1.08			$	0.89
Long-term capital gain		0.64				0.13				0.20
Unrecaptured Sec. 1250 gain		0.64				0.23				0.48
Return of capital		—				0.52				0.23
Total		$	2.24			$	1.96			$	1.80
Percentage of distributions representing tax preference items		5.72		%		2.83		%		3.91		%

We have taxable REIT subsidiaries which are subject to federal and state income taxes. At December 31, 2012, our taxable REIT subsidiaries had net operating loss carryforwards (“NOL’s”) of approximately $30.2 million which expire in years 2019 to 2032. Because NOL’s are subject to certain change of ownership, continuity of business, and separate return year limitations, and because it is unlikely the available NOL’s will be utilized or because we consider any amounts possibly utilized to be immaterial, no benefits related to these NOL’s have been recognized in our consolidated financial statements.

The carrying value of net assets reported in our consolidated financial statements at December 31, 2012 exceeded the tax basis by approximately $953.7 million.

Income Tax Expense – Current. For the tax years ended December 31, 2012, 2011, and 2010, we had current income tax expense of approximately $1.2 million, $2.2 million, and $1.6 million, respectively. Income tax for the year ended December 31, 2012 was comprised mainly of margin and state income taxes, and federal income tax related to one of our taxable REIT subsidiaries. Income tax expense for the year ended December 31, 2011 included approximately $1.0 million associated with the gain recognized by one of our taxable REIT subsidiaries on the sale of an available-for-sale investment during 2011, and also is comprised of margin and state income taxes, and federal income tax related to another one of our taxable REIT subsidiaries. The 2010 income

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tax expense was comprised mainly of margin and state income taxes, and federal income tax related to one of our taxable REIT subsidiaries.

Income Tax Expense – Deferred. For the years ended December 31, 2012, 2011, and 2010, our deferred tax expense was not significant.

The Company and its subsidiaries’ income tax returns are subject to examination by federal, state and local tax jurisdictions for years 2009 through 2011. Net income tax loss carry forwards and other tax attributes generated in years prior to 2009 are also subject to challenge in any examination of those tax years. The Company and its subsidiaries are not under any notice of audit from any taxing authority at year end 2012. We believe we have no uncertain tax positions or unrecognized tax benefits requiring disclosure for the periods presented.

7. Property Acquisitions, Discontinued Operations, Assets Held for Sale, and Impairments

Acquisitions. During 2012, we acquired approximately 22.6 acres of land located in Dallas, Texas, Austin, Texas, Plantation, Florida, and Charlotte, North Carolina for approximately $33.6 million. During 2012, we acquired seven operating properties comprised of 2,114 units located in Dallas, Texas, Atlanta, Georgia, Ontario, California, Scottsdale Arizona, and Denver, Colorado for approximately $356.0 million.

In December 2012, we acquired the remaining 50% ownership interest in an unconsolidated joint venture, Camden Denver West, which owned one apartment community, containing 320 apartment homes located in Denver, Colorado, for approximately $15.9 million and assumed a secured note payable of approximately $26.2 million. As a result of acquiring a controlling interest in the former unconsolidated joint venture, our previously held equity interest was remeasured at fair value, resulting in a gain of approximately $17.2 million. The equity was remeasured utilizing the consideration paid for the acquired 50% ownership interest.

As of December 31, 2011, we held a 20% ownership interest in twelve unconsolidated joint ventures which owned twelve apartment communities, containing 4,034 apartment homes located in Dallas, Houston, Las Vegas, Phoenix, and Southern California. In January 2012, we acquired the remaining 80% ownership interests in these joint ventures for approximately $99.5 million and assumed approximately $272.6 million in mortgage debt associated with these joint ventures, which was subsequently repaid in January 2012. As a result of acquiring a controlling interest in the former unconsolidated joint ventures, our previously held equity interest was remeasured at fair value, resulting in a gain of approximately $40.2 million. The equity was remeasured utilizing the consideration paid for the acquired 80% ownership interest.

The following table summarizes the fair values of the assets acquired and liabilities assumed for the acquisitions of the thirteen joint ventures and seven operating properties described above as of the respective acquisition/consolidation dates (in millions):

Assets acquired:
	Buildings and improvements	$	622.9
	Land	174.6
	Cash	3.9
	Restricted cash	0.7
	Intangible and other assets	16.0
Total assets acquired		$	818.1
Liabilities assumed:
	Mortgage debt (1)	$	298.8
	Other liabilities	8.2
Total liabilities assumed		$	307.0
	Net assets acquired	$	511.1

(1) Mortgage debt assumed in the amount of $272.6 million was subsequently repaid in January 2012 at face value.

The related assets, liabilities, and results of operations for these acquisitions are included in the consolidated financial statements from the respective dates of acquisition. There was no contingent consideration associated with these acquisitions.

The thirteen former joint ventures and the seven operating properties acquired as discussed above contributed revenues of approximately $52.8 million and property expenses of approximately $21.0 million, from their respective acquisition dates through December 31, 2012.

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The following unaudited pro forma summary presents consolidated information assuming the acquisitions of the thirteen former joint ventures and seven operating properties described above had occurred on January 1, 2011. The information below for the year ended December 31, 2012 contains pro forma results for the respective portions of the periods prior to the respective acquisition dates and actual results from the respective dates of acquisition through the end of the periods.

		Pro Forma Year Ended December 31,
(in thousands)		2012				2011
		(unaudited)
Property revenues		$	757,155			$	696,630
Property expenses		280,232				270,639
		$	476,923			$	425,991

During the year ended December 31, 2012, we purchased the remaining non-controlling ownership interest in three fully consolidated joint ventures, comprised of 680 units located in Houston, Texas and Charlotte, North Carolina, for approximately $16.5 million. The acquisitions of the remaining ownership interest were recorded as equity transactions and, as a result, the carrying balances of the non-controlling interest were eliminated and the remaining difference between the purchase price and carrying balance was recorded as a reduction in additional-paid-in-capital. See Note 16, "Non-controlling interests" for the effect of changes in ownership interests of these joint ventures on the equity attributable to common shareholders.

Discontinued Operations and Assets Held for Sale. For the years ended December 31, 2012, 2011 and 2010, income from discontinued operations included the results of operations of eleven operating properties, Camden Vista Valley, Camden Landings, Camden Creek, Camden Laurel Ridge, Camden Steeplechase, Camden Sweetwater, Camden Valleybrook, Camden Park Commons, Camden Forest, Camden Baytown, and Camden Westview, containing 3,213 apartment homes, sold during 2012. For the years ended December 31, 2011 and 2010, income from discontinued operations also included the results of operations of two operating properties, Camden Valley Creek and Camden Valley Ridge, containing 788 apartment homes, sold in December 2011. For the year ended December 31, 2010, income from discontinued operations also included the results of operations of two operating properties, Camden Oasis and Camden Westwind, sold during 2010 through their sale dates.

For the years ended December 31, 2012, 2011 and 2010, income from discontinued operations also included the results of operations of one operating property, Camden Live Oaks, containing 770 apartment homes, classified as held for sale at December 31, 2012. This property was sold in January 2013.

The following is a summary of income from discontinued operations for the years presented below:

		Year Ended December 31,
(in thousands)		2012				2011				2010
Property revenues		$	30,608			$	44,000			$	53,106
Property expenses		14,318				21,247				25,304
		16,290				22,753				27,802
Depreciation and amortization		6,795				11,038				13,800
Income from discontinued operations		$	9,495			$	11,715			$	14,002
Gain on sale of discontinued operations, net of tax		$	115,068			$	24,621			$	9,614

Impairment. During the fourth quarter of 2010, we wrote-off a $1.0 million investment associated with a technology investment which we determined was no longer recoverable. We did not record any impairment charges for the years ended December 31, 2012 or 2011.

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8. Investments in Joint Ventures

As of December 31, 2012, our equity investments in unconsolidated joint ventures, which we account for utilizing the equity method of accounting, consisted of four joint ventures, with our ownership percentages ranging from 15% to 20%. We currently provide property management services to each of these joint ventures which own operating properties, and we may provide construction and development services to the joint ventures which own properties under development. The following table summarizes aggregate balance sheet and statement of income data for the unconsolidated joint ventures as of and for the periods presented (in millions):

	2012 (1)				2011
Total assets	$	917.8			$	1,394.9
Total third party debt	712.7				1,093.9
Total equity	165.2				261.6

	2012				2011				2010
Total revenues (2)	$	131.9			$	126.6			$	102.9
Gain on sale of operating properties, net of tax	49.7				17.4				—
Net income (loss)	50.5				(3.2		)		(19.1		)
Equity in income (loss) (3)	20.2				5.7				(0.8		)

(1)

In January 2012, as a result of our purchase of the remaining 80% ownership interest in previously unconsolidated joint ventures, we consolidated twelve joint ventures previously accounted for in accordance with the equity method. In December 2012, as a result of our purchase of the remaining 50% ownership interest in a previously unconsolidated joint venture, we consolidated one joint venture previously accounted for in accordance with the equity method. Refer to Note 7, "Property Acquisitions, Discontinued Operations, and Assets Held for Sale," for further discussion of these acquisitions.

(2)

Excludes approximately $23.3 million, $37.7 million, and $34.8 million of revenues for the years ended December 31, 2012, 2011, and 2010, respectively, related to discontinued operations within one of our unconsolidated joint ventures resulting from the sale of four operating properties in the fourth quarter of 2011 and the sale of five operating properties by this joint venture in the fourth quarter of 2012. Discontinued operations also relates to the sale of two operating properties in another unconsolidated joint venture during the third and fourth quarters of 2012.

(3)	Equity in income (loss) excludes our ownership interest of fee income from various property management services and interest income from mezzanine loans with our joint ventures.

The joint ventures in which we have a partial interest have been funded in part with secured third party debt. As of December 31, 2012, we had no outstanding guarantees related to loans of our unconsolidated joint ventures.

We may earn fees for property management, construction, development, and other services related to joint ventures in which we own an interest. Fees earned for these services, amounted to approximately $11.4 million, $9.3 million, and $6.2 million for the years ended December 31, 2012, 2011, and 2010, respectively. We eliminate fee income for services provided to these joint ventures to the extent of our ownership.

In January 2012, one of our discretionary investment funds acquired a multifamily property, Camden Asbury Village, consisting of 350 units located in Raleigh, North Carolina. In March 2012, this fund acquired approximately 15.0 acres of land located in Orange County, Florida. In September 2012, this fund acquired approximately 3.7 acres of land located in Charlotte, North Carolina. The fund intends to utilize these land holdings for development of multifamily apartment communities.

In August 2012, one of our funds sold one operating property, Camden South Congress, consisting of 253 units located in Austin, Texas, for approximately $54.4 million. Our proportionate share of the gain was approximately $2.9 million, which was reported as a component of equity in income (loss) of joint ventures in the consolidated statements of income and comprehensive income. In November 2012, this same fund sold one operating property, Camden Ivy Hall, consisting of 110 units located in Atlanta, Georgia, for approximately $22.8 million. Our proportionate share of the gain was approximately $1.2 million, which was also reported as a component of equity in income (loss) of joint ventures in the consolidated statements of income and comprehensive income.

In the fourth quarter of 2012, one of our unconsolidated joint ventures sold five operating properties, Camden Passage, Camden Cedar Lakes, Camden Cove West, Camden Cross Creek and Camden Westchase, consisting of 2,043 units located in Kansas City, Missouri and St. Louis, Missouri, for approximately $155.6 million. Our proportionate share of the gain was

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approximately $13.3 million, which was reported as a component of equity in income (loss) of joint ventures in the consolidated statements of income and comprehensive income.

9. Notes Payable

The following is a summary of our indebtedness:

		December 31,
(in millions)		2012				2011
Senior unsecured notes
5.93% Notes, due 2012		$	—			$	189.6
5.45% Notes, due 2013		199.9				199.7
5.08% Notes, due 2015		249.5				249.3
5.75% Notes, due 2017		246.3				246.2
4.70% Notes, due 2021		248.7				248.6
3.07% Notes, due 2022		346.3				—
5.00% Notes, due 2023		247.5				247.3
		1,538.2				1,380.7
Secured notes
1.02% – 6.00% Conventional Mortgage Notes, due 2013 – 2045		934.6				1,012.3
1.37% Tax-exempt Mortgage Note, due 2028		37.7				39.1
		972.3				1,051.4
Total notes payable		$	2,510.5			$	2,432.1
Floating rate tax-exempt debt included in secured notes (1.37%)		$	37.7			$	39.1
Floating rate debt included in secured notes (1.02%)		175.0				206.4
Value of real estate assets, at cost, subject to secured notes		1,584.7				1,651.0

We have a $500 million unsecured credit facility which matures in September 2015 with an option to extend at our election to September 2016. Additionally, we have the option to increase this credit facility to $750 million by either adding additional banks to the credit facility or obtaining the agreement of the existing banks in the credit facility to increase their commitments. The interest rate is based upon LIBOR plus a margin which is subject to change as our credit ratings change. Advances under the line of credit 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 $250 million or the remaining amount available under the line of credit. The line of credit is subject to customary financial covenants and limitations. We are in compliance with all such financial covenants and limitations.

Our line of credit provides us with the ability to issue up to $100 million in letters of credit. While our issuance of letters of credit does not increase our borrowings outstanding under our line of credit, it does reduce the amount available. At December 31, 2012, we had no balances outstanding on our $500 million unsecured line of credit. However, we had outstanding letters of credit totaling approximately $11.0 million, leaving approximately $489.0 million available under our unsecured line of credit. As an alternative to our unsecured line of credit, from time to time we may borrow using an unsecured overnight borrowing facility. Our use of short-term borrowings does not decrease the amount available under our unsecured line of credit.

In December 2012, we issued from our existing shelf registration statement $350 million aggregate principal amount of 2.95% senior unsecured notes due December 2022 (the “2022 Notes”). The 2022 Notes were offered to the public at 98.945% of their face amount with a yield to maturity of 3.07%. We received net proceeds of approximately $343.7 million, net of underwriting discounts and other offering expenses. Interest on the 2022 Notes is payable semi-annually on June 15 and December 15, beginning June 15, 2013. We may redeem the 2022 Notes, in whole or in part, at any time at a redemption price equal to the principal amount and accrued interest of the notes being redeemed, plus a make-whole provision. If, however, we redeem the 2022 Notes 90 days or fewer prior to the maturity date, the redemption price will equal 100% of the principal amount of the 2022 Notes to be redeemed plus accrued and unpaid interest on the amount being redeemed to the redemption date. The 2022 Notes are direct, senior unsecured obligations and rank equally with all of our other unsecured and unsubordinated indebtedness. We used the proceeds from this offering, together with cash on hand, to repay our outstanding balance on our line of credit, and the remainder for general corporate

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purposes, which included property acquisitions and development in the ordinary course of business, capital expenditures and working capital.

At December 31, 2012 and 2011, the weighted average interest rate on our floating rate debt was approximately 1.1%.

Our indebtedness had a weighted average maturity of 7.0 years at December 31, 2012. Scheduled repayments on outstanding debt, including scheduled principal amortizations, and the weighted average interest rate on maturing debt at December 31, 2012 were as follows:

(in millions)		Amount				Weighted Average Interest Rate
2013		$	229.2			5.4	%
2014		35.4				3.2
2015		252.0				5.1
2016 (1)		2.3				—
2017		249.2				5.7
Thereafter		1,742.4				4.2
Total		$	2,510.5			4.5	%

(1)	Includes only scheduled principal amortizations.

In January 2013, we repaid a 4.95% secured conventional mortgage note which was scheduled to mature on April 1, 2013 for approximately $26.1 million.

10. Derivative Financial Instruments and Hedging Activities

Risk Management Objective of Using Derivatives. We are exposed to certain risks arising from both our business operations and economic conditions. We principally manage our exposures to a wide variety of business and operational risks through management of our core business activities. We manage economic risks, including interest rate, liquidity, and credit risk, primarily by managing the amount, sources, and duration of our debt funding and the use of derivative financial instruments. Specifically, we may enter into derivative financial instruments to manage exposures arising from business activities resulting in differences in the amount, timing, and duration of our known or expected cash payments principally related to our borrowings.

Cash Flow Hedges of Interest Rate Risk. Our objectives in using interest rate derivatives are to add stability to interest expense and to manage our exposure to interest rate movements. To accomplish these objectives, we primarily use interest rate swaps and caps as part of our interest rate risk management strategy. Interest rate swaps involve the receipt of variable rate amounts from a counterparty in exchange for us making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. Interest rate caps involve the receipt of variable rate amounts from a counterparty if interest rates rise above the strike rate on the contract in exchange for an upfront premium.

Designated Hedges. In August 2011, our interest rate swap, with a notional amount of $16.6 million, matured and settled. As a result of the settlement, we did not have any designated hedges as of December 31, 2011. The effective portion of changes in the fair value of derivatives designated and qualifying as cash flow hedges was recorded through settlement in accumulated other comprehensive income and was subsequently reclassified into earnings in the period the hedged forecasted transaction affected earnings. Through August 2011, this derivative was used to hedge the variable cash flows associated with existing variable rate debt. No portion of designated hedges was ineffective during the years ended December 31, 2011, and 2010. We did not have any designated hedges during the year ended December 31, 2012.

Non-designated Hedges. Derivatives are not entered into for speculative purposes and are used to manage our exposure to interest rate movements and other identified risks. Our non-designated hedges are either specifically non-designated by management or do not meet strict hedge accounting requirements. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in earnings in interest and other income (loss).

In connection with the repayment of a $500 million term loan on June 6, 2011, we discontinued the hedging relationship on a $500 million interest rate swap used as a cash flow hedge as of May 31, 2011. Upon repayment of the loan, which eliminated the probable future variable monthly interest payments that were being hedged, we recognized a non-cash charge of approximately $29.8 million which included the accelerated reclassification of amounts previously recorded in accumulated other comprehensive loss related to this swap. Subsequent changes in the market value of the interest rate swap, which matured in October 2012, were recorded directly in earnings in interest and other income (loss).

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As of December 31, 2012, we had an interest rate cap with a notional amount of $175 million, which was not designated as a hedge of interest rate risk.

The table below presents the fair value of our derivative financial instruments as well as their classification in the consolidated balance sheets at December 31 (in millions):

	Fair Values of Derivative Instruments
	Asset Derivatives												Liability Derivatives
	2012						2011						2012						2011
	Balance Sheet Location		Fair Value				Balance Sheet Location		Fair Value				Balance Sheet Location		Fair Value				Balance Sheet Location		Fair Value
Derivatives not designated as hedging instruments
Interest Rate Swap													Other Liabilities		$	—			Other Liabilities		$	16.6
Interest Rate Cap	Other Assets		$	—			Other Assets		$	0.1

The tables below present the effect of our derivative financial instruments in the consolidated statements of income and comprehensive income for the years ended December 31 (in millions).

Effect of Derivative Instruments
Derivatives in Cash Flow Hedging Relationships	Unrealized (Loss) Recognized in Other Comprehensive Income (“OCI”) on Derivative (Effective Portion)												Location of Loss Reclassified from Accumulated OCI into Income (Effective Portion)		Amount of Loss Reclassified from Accumulated OCI into Income (Effective Portion)												Location of Loss Recognized in Statements of Income (Discontinuation, Ineffective Portion and Amount Excluded from Effectiveness Testing)		Amount of Loss Recognized in Statements of Income (Discontinuation, Ineffective Portion and Amount Excluded from Effectiveness Testing)
	2012				2011				2010						2012				2011				2010						2012				2011				2010
Interest Rate Swaps (1)	$	—			$	(2.7	)		$	(19.1	)		Interest Expense		$	—			$	9.9			$	23.4			Loss on discontinuation of hedging relationship		$	—			$	29.8			$	—

Derivatives Not Designated as Hedging Instruments	Location of Gain/(Loss) Recognized in Statements of Income		Amount of (Loss) Recognized in Statements of Income
2012				2011				2010
Interest Rate Cap	Other income/(loss)		$	(0.1	)		$	(0.1	)		$	—
Interest Rate Swap	Other income/(loss)		(0.7		)		(0.2		)		—

(1)	The results include the interest rate swap gain (loss) prior to discontinuation in May 2011.

11. Share-based Compensation and Benefit Plans

Incentive Compensation. During the second quarter of 2011, our Board of Trust Managers adopted, and on May 11, 2011 our shareholders approved, the 2011 Share Incentive Plan of Camden Property Trust (the “2011 Share Plan”). Under the 2011 Share Plan, we may issue up to a total of approximately 9.1 million fungible units (the “Fungible Pool Limit”), which is comprised of approximately 5.8 million new fungible units plus approximately 3.3 million fungible units previously available for issuance under our 2002 share incentive plan based on a 3.45 to 1.0 fungible unit-to full value award conversion ratio. Fungible units represent the baseline for the number of shares available for issuance under the 2011 Share Plan. Different types of awards are counted differently against the Fungible Pool Limit, as follows:

•	Each share issued or to be issued in connection with an award, other than an option, right or other award which does not deliver the full value at grant of the underlying shares, will be counted against the Fungible Pool Limit as 3.45 fungible pool units;

•	Options and other awards which do not deliver the full value at grant of the underlying shares and which expire more than five years from date of grant will be counted against the Fungible Pool Limit as one fungible pool unit; and

•	Options, rights and other awards which do not deliver the full value at date of grant and expire five years or less from the date of grant will be counted against the Fungible Pool Limit as 0.83 of a fungible pool unit.

As of December 31, 2012, approximately 7.9 million fungible units were available under the 2011 Share Plan, which results in approximately 2.3 million common shares which could be granted pursuant to full value awards based on the 3.45 to 1.0 fungible unit-to-full value award conversion ratio.

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Awards which may be granted under the 2011 Share Plan include incentive share options, non-qualified share options (which may be granted separately or in connection with an option), share awards, dividends and dividend equivalents and other equity based awards. Persons eligible to receive awards under the 2011 Share Plan are trust managers, directors of our affiliates, executive and other officers, key employees and consultants, as determined by the Compensation Committee of our Board of Trust Managers. The 2011 Share Plan will expire on May 11, 2021. In July 2012, the 2011 Share Plan was amended to provide that the annual share grants to our trust managers will vest as determined by the Compensation Committee of our Board of Trust Managers at the date of grant, subject to the provision of the 2011 Share Plan.

Options. Options are exercisable, subject to the terms and conditions of the plan, in increments ranging from 20% to 33.33% per year on each of the anniversaries of the date of grant. The plan provides that the exercise price of an option will be determined by the Compensation Committee of the Board of Trust Managers on the day of grant, and to date all options have been granted at an exercise price that equals the fair market value on the date of grant. Options were exercised at prices ranging from $30.06 to $51.37 per option during the year ended December 31, 2012 and at prices ranging from $30.06 to $62.32 per option during the year ended December 31, 2011.

The total intrinsic value of options exercised was approximately $12.2 million, $9.6 million, and $1.5 million during the years ended December 31, 2012, 2011 and 2010, respectively. As of December 31, 2012, there was approximately $0.4 million of total unrecognized compensation cost related to unvested options, which is expected to be amortized over the next two years. At December 31, 2012, outstanding options and exercisable options had a weighted average remaining life of approximately 3.9 years and 2.9 years, respectively.

The following table summarizes outstanding share options and exercisable options at December 31, 2012:

	Outstanding Options (1)							Exercisable Options (1)
Range of Exercise Prices	Number			Weighted Average Price				Number			Weighted Average Price
$30.06-$31.48	210,750			$	30.06			14,943			$	30.12
$41.16-$43.94	255,632			42.72				237,000			42.62
$45.53-$73.32	372,372			49.07				299,263			49.33
Total options	838,754			$	42.36			551,206			$	45.92

(1)	The aggregate intrinsic value of outstanding and exercisable options at December 31, 2012 was approximately $21.8 million and $12.4 million, respectively. The aggregate intrinsic values were calculated as the excess, if any, between our closing share price of $68.21 per share on December 31, 2012 and the strike price of the underlying award.

Valuation Assumptions. Options generally have a vesting period of three to five years. We estimate the fair values of each option award on the date of grant using the Black-Scholes option pricing model. No new options were granted in 2011 or 2012.

The following assumptions were used for options granted in 2010:

	Year Ended December 31,
	2010
Weighted average fair value of options granted	$11.69
Expected volatility	35.6% - 39.2%
Risk-free interest rate	3.6% - 3.7%
Expected dividend yield	4.1% - 4.4%
Expected life (in years)	7 - 9

Our computation of expected volatility for 2010 is based on the historical volatility of our common shares over a time period equal to the expected life of the option and ending on the grant date. The interest rate for periods within the contractual life of the award is based on the U.S. Treasury yield curve in effect at the time of grant. The expected dividend yield on our common shares is estimated using the annual dividends paid in the prior year and the market price on the date of grant. Our computation of expected life for 2010 is estimated based on historical experience of similar awards, giving consideration to the contractual terms of the share-based awards.

Share Awards and Vesting. Share awards generally have a vesting period of five years. The compensation cost for share awards is based on the market value of the shares on the date of grant and is amortized over the vesting period. To estimate

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forfeitures, we use actual forfeiture history. At December 31, 2012, the unamortized value of previously issued unvested share awards was approximately $33.1 million which is expected to be amortized over the next four years. The total fair value of shares vested during the years ended December 31, 2012, 2011, and 2010 was approximately $13.9 million, $11.5 million, and $10.6 million, respectively. At December 31, 2012, there were approximately 2.3 million full value share awards available for issuance.

Total compensation cost for option and share awards charged against income was approximately $13.7 million, $12.3 million, and $11.7 million for 2012, 2011, and 2010, respectively. Total capitalized compensation cost for option and share awards was approximately $1.4 million, $0.9 million, and $1.0 million for 2012, 2011 and 2010, respectively.

The following table summarizes activity under our share incentive plans for the three years ended December 31:

	Options Outstanding			Weighted Average Exercise / Grant Price				Nonvested Share Awards Outstanding			Weighted Average Exercise / Grant Price
Options and nonvested share awards outstanding at December 31, 2009	1,983,358			$	41.39			595,153			$	46.20
2010 Activity:
Granted	55,895			43.94				372,661			40.05
Exercised/Vested	(141,213	)		32.54				(214,923	)		49.17
Forfeited	(50,904	)		46.65				(11,386	)		39.64
Net activity	(136,222	)						146,352
Balance at December 31, 2010	1,847,136			$	42.37			741,505			$	42.16
2011 Activity:
Granted	—			—				347,084			57.00
Exercised/Vested	(504,838	)		42.59				(243,874	)		47.19
Forfeited	(2,762	)		48.02				(25,961	)		44.51
Net activity	(507,600	)						77,249
Balance at December 31, 2011	1,339,536			$	42.27			818,754			$	46.88
2012 Activity:
Granted	—			—				346,330			63.51
Exercised/Vested	(468,839	)		40.86				(282,552	)		49.28
Forfeited	(31,943	)		60.56				(20,279	)		52.05
Net activity	(500,782	)						43,499
Total options and nonvested share awards outstanding at December 31, 2012	838,754			$	42.36			862,253			$	52.64

Employee Share Purchase Plan (“ESPP”). We have established an ESPP for all active employees and officers who have completed one year of continuous service. Participants may elect to purchase our common shares through payroll deductions and/or through semi-annual contributions. At the end of each six-month offering period, each participant’s account balance is applied to acquire common shares at 85% of the market value, as defined, on the first or last day of the offering period, whichever price is lower. We currently use treasury shares to satisfy ESPP share requirements. Each participant must hold the shares purchased for nine months in order to receive the discount, and a participant may not purchase more than $25,000 in value of shares during any plan year, as defined. The following table presents information related to our ESPP:

	2012				2011				2010
Shares purchased	20,137				19,914				29,100
Weighted average fair value of shares purchased	$	67.80			$	63.29			$	50.70
Expense recorded (in millions)	$	0.3			$	0.3			$	0.5

In January 2013, approximately 4,985 shares were purchased under the ESPP related to the 2012 plan year.

Rabbi Trust. We established a rabbi trust for a select group of participants in which share awards granted under the share incentive plan and salary and other cash amounts earned may be deposited. The rabbi trust is an irrevocable trust and no portion of the trust fund may be used for any purpose other than the delivery of those assets to the participants. The assets held in the rabbi trust are subject to the claims of our general creditors in the event of bankruptcy or insolvency. The rabbi trust is in use only for deferrals made prior to 2005, including bonuses related to service in 2004 but paid in 2005.

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The value of the assets of the rabbi trust is consolidated into our financial statements. Granted share awards held by the rabbi trust are classified in equity in a manner similar to the manner in which treasury stock is accounted. Subsequent changes in the fair value of the shares are not recognized. The deferred compensation obligation is classified as an equity instrument and changes in the fair value of the amount owed to the participant are not recognized. At December 31, 2012 and 2011, approximately 1.9 million and 2.0 million share awards, respectively, were held in the rabbi trust. Additionally, as of December 31, 2012 and 2011, the rabbi trust held trading securities totaling approximately $35.7 million and $45.2 million, respectively, which represents cash deferrals made by plan participants. Market value fluctuations on these trading securities are recognized in income in accordance with GAAP and the liability due to participants is adjusted accordingly.

At December 31, 2012 and 2011, approximately $25.7 million and $28.7 million, respectively, was required to be paid to us by plan participants upon the withdrawal of any assets from the rabbi trust, and is included in “Accounts receivable-affiliates” in our consolidated financial statements.

Non-Qualified Deferred Compensation Plan. The Non-Qualified Deferred Compensation Plan (the “Plan”), effective December 1, 2004, is an unfunded arrangement established and maintained primarily for the benefit of a select group of participants. Eligible participants shall commence participation in the Plan on the date the deferral election first becomes effective. We will credit to the participant’s account an amount equal to the amount designated as the participant’s deferral for the plan year as indicated in the participant’s deferral election(s). Any modification to or termination of the Plan will not reduce a participant’s right to any vested amounts already credited to his or her account. At December 31, 2012 and 2011, approximately 1.0 million and 0.9 million share awards, respectively, were held in the Plan. Additionally, as of December 31, 2012 and 2011, the Plan held trading securities totaling approximately $15.2 million and $14.5 million, respectively, which represents cash deferrals made by plan participants. Market value fluctuations on these trading securities are recognized in income in accordance with GAAP and the liability due to participants is adjusted accordingly.

401(k) Savings Plan. We have a 401(k) savings plan, which is a voluntary defined contribution plan. Under the savings plan, every employee is eligible to participate, beginning on the date the employee has completed six months of continuous service with us. Each participant may make contributions to the savings plan by means of a pre-tax salary deferral, which may not be less than 1% or more than 60% of the participant’s compensation. The federal tax code limits the annual amount of salary deferrals which may be made by any participant. We may make matching contributions on the participant’s behalf up to a predetermined limit. The matching contribution made for the years ended December 31, 2012, 2011 and 2010 was approximately $2.2 million, $1.8 million and $1.3 million, respectively. A participant’s salary deferral contribution is 100% vested and nonforfeitable. A participant will become vested in our matching contributions 33% after one year of service, 67% after two years of service and 100% after three years of service. Administrative expenses under the savings plan were paid by us and were not significant for all periods presented.

12. Fair Value Measurements

Recurring Fair Value Disclosures. The following table presents information about our financial assets and liabilities measured at fair value as of December 31, 2012 and 2011 under the fair value hierarchy discussed in Footnote 2, “Summary of Significant Accounting Policies and Recent Accounting Pronouncements”:

Assets and Liabilities Measured at Fair Value on a Recurring Basis

	December 31, 2012																December 31, 2011
(in millions)	Quoted Prices in Active Markets for Identical Assets (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)				Total				Quoted Prices in Active Markets for Identical Assets (Level 1)				Significant Other Observable Inputs Level 2)				Significant Unobservable Inputs (Level 3)				Total
Assets
Deferred compensation plan investments (1)	$	35.0			$	—			$	—			$	35.0			$	41.0			$	—			$	—			$	41.0
Derivative financial instruments	—				—				—				—				—				0.1				—				0.1
Liabilities
Derivative financial instruments	$	—			$	—			$	—			$	—			$	—			$	16.6			$	—			$	16.6

(1) Approximately $12.1 million of participant cash was withdrawn from our deferred compensation plan investments during the year ended December 31, 2012.

Financial Instrument Fair Value Disclosures. As of December 31, 2012 and 2011, 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

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of our assessment of the ability to recover these amounts. Due to the short-term nature of these investments, Level 1 and Level 2 inputs are utilized to estimate the fair value of these financial instruments.

The following table presents the carrying and estimated fair value of our notes payable for the years ended December 31:

	December 31, 2012								December 31, 2011
(in millions)	Carrying Value				Estimated Fair Value				Carrying Value				Estimated Fair Value
Fixed rate notes payable	$	2,297.8			$	2,518.1			$	2,186.6			$	2,304.4
Floating rate notes payable	212.7				203.4				245.5				233.6

Nonrecurring Fair Value Disclosures. There were no events during the years ended December 31, 2012 or 2011 which required fair value adjustments of our non-financial assets and non-financial liabilities.

13. Net Change in Operating Accounts

The effect of changes in the operating accounts and other on cash flows from operating activities is as follows:

	Year Ended December 31,
(in thousands)	2012				2011				2010
Change in assets:
Other assets, net	$	(2,443	)		$	5,183			$	(895	)
Change in liabilities:
Accounts payable and accrued expenses	2,320				2,026				2,209
Accrued real estate taxes	5,640				(122		)		(1,269		)
Other liabilities	(16,192		)		(17,152		)		4,188
Other	816				596				275
Change in operating accounts and other	$	(9,859	)		$	(9,469	)		$	4,508

14. Commitments and Contingencies

Construction Contracts. As of December 31, 2012, we had approximately $353.9 million of additional expected costs to complete our construction projects currently under development. We expect to fund these amounts through a combination of cash flows generated from operations, available cash balances, draws on our unsecured credit facility, proceeds from property dispositions, equity issued from our ATM programs, the use of debt and equity offerings under our automatic shelf registration statement and secured mortgages.

Litigation. One of our wholly-owned subsidiaries previously acted as a general contractor for the construction of two apartment projects in Florida which were subsequently sold and converted to condominium units by unrelated third parties. One condominium association of a project has asserted claims against our subsidiary alleging, in general, defective construction as a result of alleged negligence and failure to comply with building codes and the other condominium association has asserted claims against our subsidiary alleging a failure to comply with building codes.

The two associations have filed suit against our subsidiary and other unrelated third parties in Florida claiming damages, in unspecified amounts, for the costs of repair arising out of the alleged defective construction as well as the recovery of incidental and consequential damages resulting from such alleged negligence. We have denied liability to the associations. Based upon the amount of discovery completed to date, it is not possible to determine the potential outcome or to estimate a range of loss, if any, which would be associated with any potential adverse decision.

We are also subject to various legal proceedings and claims which arise in the ordinary course of business. Matters which arise out of allegations of bodily injury, property damage, and employment practices are generally covered by insurance. While the resolution of these legal proceedings and claims cannot be predicted with certainty, management believes the final outcome of such matters will not have a material adverse effect on our consolidated financial statements.

Other Contingencies. In the ordinary course of our business, we issue letters of intent indicating a willingness to negotiate for acquisitions, dispositions, or joint ventures and also enter into arrangements contemplating various transactions. Such letters of intent and other arrangements are non-binding as to either party unless and until a definitive contract is entered into by the parties. Even if definitive contracts relating to the purchase or sale of real property are entered into, these contracts generally

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provide the purchaser with time to evaluate the property and conduct due diligence, during which periods the purchaser will have the ability to terminate the contracts without penalty or forfeiture of any deposit or earnest money. There can be no assurance definitive contracts will be entered into with respect to any matter covered by letters of intent or we will consummate any transaction contemplated by any definitive contract. Furthermore, due diligence periods for real property are frequently extended as needed. An acquisition or sale of real property becomes probable at the time the due diligence period expires and the definitive contract has not been terminated. We are then at risk under a real property acquisition contract, but generally only to the extent of any earnest money deposits associated with the contract, and are obligated to sell under a real property sales contract. As of December 31, 2012, we had earnest money deposits of approximately $2.5 million, of which approximately $1.9 million is non-refundable.

Lease Commitments. At December 31, 2012, we had long-term leases covering certain land, office facilities and equipment. Rental expense totaled approximately $2.6 million, $2.8 million, and $2.9 million for the year ended December 31, 2012, 2011 and 2010, respectively. Minimum annual rental commitments for the years ending December 31, 2013 through 2017 are approximately $2.5 million, $2.4 million, $1.5 million, $0.4 million, and $0.3 million, respectively, and approximately $0.6 million in the aggregate thereafter.

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 directly by the joint venture or partnership. Our decision whether to hold the entire interest in an apartment community or land ourselves, or to have an indirect interest in the community or land through a joint venture or partnership, is based on a variety of factors and considerations, including: (i) our projection, in some circumstances, that we will achieve higher returns on our invested capital or reduce our risk if a joint venture or partnership vehicle is used; (ii) our desire to diversify our portfolio of communities by market; (iii) our desire at times to preserve our capital resources to maintain liquidity or balance sheet strength; and (iv) the economic and tax terms required by a seller of land or of a community, who may prefer or who may require less payment if the land or community is contributed to a joint venture or partnership. Investments in joint ventures or partnerships are not limited to a specified percentage of our assets. Each joint venture or partnership agreement is individually negotiated, and our ability to operate and/or dispose of a community in our sole discretion is limited to varying degrees in our existing joint venture agreements and may be limited to varying degrees depending on the terms of future joint venture agreements.

Employment Agreements. At December 31, 2012, we had employment agreements with twelve of our senior officers, the terms of which expire at various times through August 20, 2013. Such agreements provide for minimum salary levels, as well as various incentive compensation arrangements, which are payable based on the attainment of specific goals. The agreements also provide for severance payments plus a gross-up payment if certain situations occur, such as termination without cause or a change of control. In the case of nine of the agreements, the severance payment equals one times the respective current annual base salary in the case of termination without cause and 2.99 times the respective average annual base salary over the previous three fiscal years in the case of a change of control and a termination of employment or a material adverse change in the scope of their duties. In the case of one agreement, the severance payment equals one times the respective current annual base salary for termination without cause and 2.99 times the greater of current gross income or average gross income over the previous three fiscal years in the case of a change of control. In the case of the other two agreements, the severance payment generally equals 2.99 times the respective average annual compensation over the previous three fiscal years in connection with, among other things, a termination without cause or a change of control, and the officer would be entitled to receive continuation and vesting of certain benefits in the case of such termination.

15. Postretirement Benefits

We maintain a postretirement benefit for two former officers of Summit, who also serve on our Board of Trust Managers. Benefits received by these former employees include medical benefits and office space. Participants in the postretirement plan contribute to the cost of the medical benefits. Our contribution for medical benefits was limited to approximately $1,000 per month per participant including dependents. We contributed approximately $0.2 million for office space during the year ended December 31, 2012 and expect to contribute $0.2 million for office space in 2013. For measurement purposes, a 7.6% rate of increase in the per capita cost of covered health care claims was assumed; the rate of increase was assumed to decrease until 2027 at which point the annual rate of increase would be 4.5% and remain at that level thereafter.

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As of December 31, the status of our defined postretirement benefit plan, calculated using generally accepted actuarial principles and procedures, was as follows:

(in thousands)	2012				2011
Postretirement benefit obligation, beginning of year	$	3,701			$	2,844
Net periodic benefit cost	191				193
Actuarial loss	409				609
Prior service cost	—				291
Amortization of prior service cost and net loss	(30		)		(16		)
Benefits paid	(231		)		(220		)
Accumulated postretirement benefit obligation, end of year (1)	$	4,040			$	3,701

(1) Recorded in other liabilities in our consolidated balance sheets.

The weighted average discount rate used to determine the value of accumulated postretirement benefit obligation for the years ended December 31, 2012 and 2011 was 3.50% and 4.50%, respectively. The weighted average discount rate used to determine the value of the net periodic benefit cost for the years ended December 31, 2012, 2011 and 2010 was 4.50%, 5.25% and 6.10%, respectively.

The following table details the amounts recognized in our accumulated other comprehensive income (loss) at December 31 related to postretirement benefits:

(in thousands)	2012				2011
Accumulated other comprehensive income (loss), beginning of year	$	(683	)		$	201
Prior service cost arising during period	—				(291		)
Amortization of prior service cost and net loss	30				16
Actuarial loss arising during period	(409		)		(609		)
Accumulated other comprehensive loss, end of year	$	(1,062	)		$	(683	)

During 2013, we expect amortization of prior service cost from other comprehensive loss and recognized as benefit cost to be consistent with 2012.

We expect minimum benefit payments to be approximately $0.2 million for the years ending December 31, 2013 through 2015, approximately $0.3 million for the years ending December 31, 2016 and 2017 and approximately $1.3 million in the aggregate for the five fiscal years thereafter. The estimated benefit payments are based on assumptions about future events. Actual benefit payments may vary significantly from these estimates.

A 1% increase or decrease in assumed health care cost trend rates has no significant effect on the interest cost component of net periodic postretirement benefit costs. A 1% increase or decrease in assumed health care cost trend rates would increase or decrease the accumulated postretirement benefit obligation by approximately $0.1 million.

16. Non-controlling Interests

The following table summarizes the effect of changes in our ownership interest in subsidiaries on the equity attributable to common shareholders for each of the years ended December 31:

	2012				2011				2010
Net income attributable to common shareholders	$	283,390			$	49,379			$	23,216
Transfers from the non-controlling interests:
Increase in equity for conversion of operating partnership units	8,994				592				3,528
Decrease in additional paid-in-capital for purchase of remaining non-controlling ownership interests in three consolidated joint ventures	(19,549		)		—				—
Change in common equity and net transfers from non-controlling interests	$	272,835			$	49,971			$	26,744

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17. Quarterly Financial Data (unaudited)

Summarized quarterly financial data, which has been adjusted for discontinued operations as discussed in Note 7, “Property Acquisitions, Discontinued Operations, Assets Held for Sale and Impairments,” for the years ended December 31, 2012 and 2011, is as follows:

(in thousands, except per share amounts)	First				Second				Third				Fourth				Total(a)
2012:
Revenues	$	170,954			$	178,212			$	187,310			$	191,432			$	727,908
Net income attributable to common shareholders	88,758				21,763				30,703				142,166				283,390
Net income attributable to common shareholders per share – basic	1.10			(b)	0.26				0.36			(c)	1.63			(d)	3.35
Net income attributable to common shareholders per share – diluted	1.07			(b)	0.26				0.35			(c)	1.60			(d)	3.30
2011:
Revenues	$	150,466			$	153,992			$	157,728			$	158,888			$	621,074
Net income (loss) attributable to common shareholders	7,286				(16,597		)		11,840				46,850				49,379
Net income (loss) attributable to common shareholders per share – basic	0.10				(0.23		)	(e)	0.16				0.63			(f)	0.67
Net income (loss) attributable to common shareholders per share – diluted	0.10				(0.23		)	(e)	0.16				0.62			(f)	0.66

(a)	Net income per share is computed independently for each of the quarters presented. Therefore, the sum of quarterly net income (loss) per share amounts may not equal the total computed for the year.

(b)	Includes a $32,541, or $0.41 basic and $0.39 diluted per share, impact related to the gain on sale of discontinued operations, and a $40,191, or $0.50 basic and $0.49 diluted per share, impact related to the gain on acquisition of the controlling interest in twelve former unconsolidated joint ventures.

(c)	Includes a $2,875, or $0.03 basic and diluted per share, impact related to our proportionate gain on sale of one joint venture community included in equity in income (loss) of joint ventures.

(d)

Includes an $82,527, or $0.96 basic and $0.94 diluted per share, impact related to the gain on sale of discontinued operations. Also includes a $17,227, or $0.20 basic and diluted per share, impact related to the gain on acquisition of the controlling interest in one former unconsolidated joint venture, and a $14,543, or $0.17 basic and diluted per share, impact related to our proportionate gain on sale of six operating properties by two of our unconsolidated joint ventures included in equity in income (loss) of joint ventures.

(e)	Includes a $29,791 loss, or $0.41 basic and diluted per share, impact related to a loss on discontinuation of a hedging relationship, and a $4,748, or $0.07 basic and diluted per share, impact related to the gain on sale of undeveloped land to one of our funds.

(f)	Includes a $24,621, or $0.33 basic and diluted per share, impact related to the gain on sale of discontinued operations, as well as a $6,394, or $0.09 basic and diluted per share, impact related to our proportionate gain on sale of four operating properties by one of our unconsolidated joint ventures included in equity in income (loss) of joint ventures.

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Camden Property Trust Real Estate and Accumulated Depreciation As of December 31, 2012 (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				Encumbrances			Year of Completion/ Acquisition
Current communities:
Camden Addison	$	11,516			$	29,332			$	221			$	11,516			$	29,553			$	41,069			$	1,064			$	40,005						2012
Camden Ashburn Farms	4,835				22,604				964				4,835				23,568				28,403				5,822				22,581							2005
Camden Aventura	12,185				47,616				6,411				12,185				54,027				66,212				12,946				53,266							2005
Camden Ballantyne	4,503				30,250				5,017				4,503				35,267				39,770				8,422				31,348				26,025			2005
Camden Bay	7,450				63,283				6,414				7,450				69,697				77,147				25,503				51,644							1998/2002
Camden Bay Pointe	1,296				10,394				6,650				1,296				17,044				18,340				11,545				6,795							1997
Camden Bayside	3,726				28,689				15,202				3,726				43,891				47,617				25,662				21,955							1997
Camden Bel Air	3,594				31,221				5,319				3,594				36,540				40,134				19,449				20,685							1998
Camden Belleview Station	8,091				44,003				2				8,091				44,005				52,096				131				51,965							2012
Camden Belmont	12,521				61,522				143				12,521				61,665				74,186				1,123				73,063							2012
Camden Breakers	1,055				13,024				4,079				1,055				17,103				18,158				9,137				9,021							1996
Camden Breeze	2,894				15,828				4,030				2,894				19,858				22,752				10,298				12,454							1998
Camden Brickell	14,621				57,031				5,161				14,621				62,192				76,813				15,514				61,299							2005
Camden Brookwood	7,174				31,984				3,166				7,174				35,150				42,324				8,878				33,446				22,624			2005
Camden Buckingham	2,704				21,251				3,926				2,704				25,177				27,881				11,432				16,449							1997
Camden Caley	2,047				17,445				1,998				2,047				19,443				21,490				8,042				13,448				15,351			2000
Camden Canyon	1,802				11,666				4,673				1,802				16,339				18,141				8,573				9,568							1998
Camden Cedar Hills	2,684				20,931				38				2,684				20,969				23,653				4,367				19,286							2008
Camden Centennial	3,123				13,051				3,181				3,123				16,232				19,355				8,209				11,146							1995
Camden Centre	172				1,166				284				172				1,450				1,622				803				819							1998
Camden Centreport	1,613				12,644				2,111				1,613				14,755				16,368				7,045				9,323							1997
Camden Cimarron	2,231				14,092				4,040				2,231				18,132				20,363				9,397				10,966							1997
Camden Citrus Park	1,144				6,045				4,173				1,144				10,218				11,362				6,843				4,519							1997
Camden City Centre	4,976				44,735				248				4,976				44,983				49,959				9,370				40,589				33,795			2007
Camden Clearbrook	2,384				44,017				519				2,384				44,536				46,920				9,138				37,782							2007
Camden Club	4,453				29,811				7,620				4,453				37,431				41,884				23,006				18,878							1998
Camden College Park	16,409				91,503				287				16,409				91,790				108,199				6,192				102,007							2008
Camden Commons	2,476				20,073				5,546				2,476				25,619				28,095				15,538				12,557							1998
Camden Copper Ridge	1,204				9,180				5,783				1,204				14,963				16,167				10,187				5,980							1993

S-1

Camden Property Trust Real Estate and Accumulated Depreciation As of December 31, 2012 (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				Encumbrances			Year of Completion/ Acquisition
Camden Copper Square	$	4,825			$	23,672			$	3,970			$	4,825			$	27,642			$	32,467			$	11,148			$	21,319						2000
Camden Cotton Mills	4,246				19,147				3,922				4,246				23,069				27,315				5,701				21,614							2005
Camden Cove	1,382				6,266				1,545				1,382				7,811				9,193				4,530				4,663							1998
Camden Creekstone	5,017				19,912				275				5,017				20,187				25,204				356				24,848							2012
Camden Crest	4,412				33,366				2,188				4,412				35,554				39,966				8,851				31,115							2005
Camden Crown Valley	9,381				54,210				2,437				9,381				56,647				66,028				20,477				45,551							2001
Camden Deerfield	4,895				21,922				1,748				4,895				23,670				28,565				6,165				22,400				19,219			2005
Camden Del Mar	4,404				35,264				13,393				4,404				48,657				53,061				25,420				27,641							1998
Camden Denver West	6,396				51,552				—				6,396				51,552				57,948				—				57,948				26,201			2012
Camden Dilworth	516				16,633				832				516				17,465				17,981				3,923				14,058				13,073			2006
Camden Doral	10,260				40,416				1,416				10,260				41,832				52,092				10,152				41,940				26,088			2005
Camden Doral Villas	6,476				25,543				1,911				6,476				27,454				33,930				6,970				26,960							2005
Camden Dulles Station	10,807				61,548				322				10,807				61,870				72,677				10,465				62,212							2008
Camden Dunwoody	5,290				23,642				2,869				5,290				26,511				31,801				6,609				25,192				21,168			2005
Camden Fair Lakes	15,515				104,223				3,980				15,515				108,203				123,718				25,534				98,184							2005
Camden Fairfax Corner	8,484				72,953				1,353				8,484				74,306				82,790				16,542				66,248							2006
Camden Fairview	1,283				7,223				2,599				1,283				9,822				11,105				2,666				8,439							2005
Camden Fairways	3,969				15,543				8,812				3,969				24,355				28,324				14,264				14,060							1998
Camden Fallsgrove	9,408				43,647				1,128				9,408				44,775				54,183				10,881				43,302							2005
Camden Farmers Market	17,341				74,193				6,048				17,341				80,241				97,582				27,614				69,968				50,711			2001/2005
Camden Fountain Palms	1,461				10,806				306				1,461				11,112				12,573				414				12,159							2012
Camden Foxcroft	1,408				7,919				2,814				1,408				10,733				12,141				3,255				8,886				9,007			2005
Camden Gaines Ranch	5,094				37,100				3,796				5,094				40,896				45,990				9,566				36,424							2005
Camden Gardens	1,500				6,137				3,264				1,500				9,401				10,901				6,805				4,096							1994
Camden Glen Lakes	2,157				16,339				14,048				2,157				30,387				32,544				24,726				7,818							1993
Camden Governor's Village	3,669				20,508				2,044				3,669				22,552				26,221				5,889				20,332				13,004			2005
Camden Grand Parc	7,688				35,900				727				7,688				36,627				44,315				8,785				35,530							2005
Camden Grandview	7,570				33,859				4,830				7,570				38,689				46,259				9,816				36,443							2005
Camden Greenway	16,916				43,933				6,601				16,916				50,534				67,450				21,987				45,463				52,359			1999
Camden Habersham	1,004				10,283				3,818				1,004				14,101				15,105				8,888				6,217							1997
Camden Harbor View	16,079				127,459				2,714				16,079				130,173				146,252				37,015				109,237				92,716			2003

S-2

Camden Property Trust Real Estate and Accumulated Depreciation As of December 31, 2012 (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				Encumbrances			Year of Completion/ Acquisition
Camden Henderson	$	3,842			$	15,256			$	49			$	3,842			$	15,305			$	19,147			$	171			$	18,976						2012
Camden Highlands Ridge	2,612				34,726				5,548				2,612				40,274				42,886				16,495				26,391							1996
Camden Hills	853				7,834				1,443				853				9,277				10,130				5,234				4,896							1998
Camden Holly Springs	11,108				42,852				792				11,108				43,644				54,752				1,443				53,309							2012
Camden Hunter's Creek	4,156				20,925				1,214				4,156				22,139				26,295				5,717				20,578							2005
Camden Huntingdon	2,289				17,393				3,326				2,289				20,719				23,008				11,503				11,505							1995
Camden Interlocken	5,293				31,612				5,417				5,293				37,029				42,322				15,487				26,835				27,431			1999
Camden Lago Vista	3,497				29,623				697				3,497				30,320				33,817				8,405				25,412							2005
Camden Lake Pine	5,746				31,714				4,277				5,746				35,991				41,737				9,267				32,470				26,212			2005
Camden Lakes	3,106				22,746				11,825				3,106				34,571				37,677				24,051				13,626							1997
Camden Lakeside	1,171				7,395				4,334				1,171				11,729				12,900				7,723				5,177							1997
Camden Lakeway	3,915				34,129				5,834				3,915				39,963				43,878				18,008				25,870				29,267			1997
Camden Landmark	17,339				71,315				97				17,339				71,412				88,751				649				88,102							2012
Camden Lansdowne	15,502				102,267				2,888				15,502				105,155				120,657				25,877				94,780							2005
Camden Largo Town Center	8,411				44,163				1,768				8,411				45,931				54,342				10,808				43,534							2005
Camden Las Olas	12,395				79,518				3,488				12,395				83,006				95,401				20,215				75,186							2005
Camden LaVina	12,907				42,624				5				12,907				42,629				55,536				2,516				53,020							2012
Camden Lee Vista	4,350				34,643				3,867				4,350				38,510				42,860				15,277				27,583							2000
Camden Legacy	4,068				26,612				6,684				4,068				33,296				37,364				16,011				21,353							1998
Camden Legacy Creek	2,052				12,896				3,137				2,052				16,033				18,085				7,764				10,321							1997
Camden Legacy Park	2,560				15,449				3,944				2,560				19,393				21,953				9,071				12,882				13,866			1997
Camden Legends	1,370				6,382				1,030				1,370				7,412				8,782				3,781				5,001							1998
Camden Main and Jamboree	17,363				75,387				239				17,363				75,626				92,989				6,164				86,825				51,370			2008
Camden Manor Park	2,535				47,159				564				2,535				47,723				50,258				11,565				38,693				29,675			2006
Camden Martinique	28,401				51,861				12,127				28,401				63,988				92,389				29,219				63,170				37,719			1998
Camden Midtown	4,583				18,026				5,484				4,583				23,510				28,093				9,767				18,326				28,058			1999
Camden Midtown Atlanta	6,196				33,828				2,705				6,196				36,533				42,729				9,589				33,140				20,565			2005
Camden Miramar	—				31,714				7,641				—				39,355				39,355				15,531				23,824							1994-2011
Camden Montague	3,576				16,551				—				3,576				16,551				20,127				694				19,433							2012
Camden Montierra	13,687				31,727				19				13,687				31,746				45,433				84				45,349							2012
Camden Monument Place	9,030				54,089				236				9,030				54,325				63,355				10,902				52,453							2007

S-3

Camden Property Trust Real Estate and Accumulated Depreciation As of December 31, 2012 (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				Encumbrances				Year of Completion/ Acquisition
Camden Oak Crest	$	2,078			$	20,941			$	1,667			$	2,078			$	22,608			$	24,686			$	7,786			$	16,900			$	17,309			2003
Camden Old Creek	20,360				71,777				430				20,360				72,207				92,567				14,679				77,888								2007
Camden Orange Court	5,319				40,733				173				5,319				40,906				46,225				7,450				38,775								2008
Camden Overlook	4,591				25,563				2,871				4,591				28,434				33,025				7,742				25,283								2005
Camden Palisades	8,406				31,497				7,648				8,406				39,145				47,551				19,675				27,876								1998
Camden Park	4,922				16,453				349				4,922				16,802				21,724				590				21,134								2012
Camden Parkside	29,730				35,642				404				29,730				36,046				65,776				1,197				64,579								2012
Camden Peachtree City	6,536				29,063				1,991				6,536				31,054				37,590				8,221				29,369								2005
Camden Pecos Ranch	3,362				24,492				1,342				3,362				25,834				29,196				882				28,314								2012
Camden Pinehurst	3,380				14,807				7,337				3,380				22,144				25,524				20,123				5,401								1997
Camden Pines	3,496				21,852				315				3,496				22,167				25,663				766				24,897								2012
Camden Pinnacle	1,640				12,287				2,903				1,640				15,190				16,830				7,785				9,045								1994
Camden Plantation	6,299				77,964				4,937				6,299				82,901				89,200				20,124				69,076								2005
Camden Plaza	7,204				31,044				225				7,204				31,269				38,473				2,269				36,204				21,871				2007
Camden Pointe	2,058				14,879				2,543				2,058				17,422				19,480				8,453				11,027								1998
Camden Portofino	9,867				38,702				2,896				9,867				41,598				51,465				10,124				41,341								2005
Camden Potomac Yard	16,498				88,317				161				16,498				88,478				104,976				16,157				88,819								2008
Camden Preserve	1,206				17,982				4,150				1,206				22,132				23,338				9,418				13,920								1997
Camden Providence Lakes	2,020				14,855				5,034				2,020				19,889				21,909				7,658				14,251								2002
Camden Renaissance	4,144				39,987				4,194				4,144				44,181				48,325				18,750				29,575								1997
Camden Reserve	3,910				20,027				7,825				3,910				27,852				31,762				16,635				15,127								1997
Camden Reunion Park	3,302				18,457				2,632				3,302				21,089				24,391				5,466				18,925				19,961				2005
Camden Ridgecrest	1,008				12,720				2,845				1,008				15,565				16,573				8,532				8,041								1995
Camden River	5,386				24,025				3,387				5,386				27,412				32,798				7,414				25,384				21,614				2005
Camden Roosevelt	11,470				45,785				611				11,470				46,396				57,866				11,438				46,428								2005
Camden Royal Oaks	1,055				20,046				265				1,055				20,311				21,366				5,329				16,037								2006
Camden Royal Palms	2,147				38,339				1,091				2,147				39,430				41,577				7,345				34,232								2007
Camden Russett	13,460				61,837				2,439				13,460				64,276				77,736				15,683				62,053				45,064				2005
Camden San Marcos	11,520				35,166				13				11,520				35,179				46,699				95				46,604								2012
Camden San Paloma	6,480				23,045				4,456				6,480				27,501				33,981				9,317				24,664								2002
Camden Sea Palms	4,336				9,930				2,369				4,336				12,299				16,635				6,126				10,509								1998

S-4

Camden Property Trust Real Estate and Accumulated Depreciation As of December 31, 2012 (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				Encumbrances				Year of Completion/ Acquisition
Camden Sedgebrook	$	5,266			$	29,211			$	4,324			$	5,266			$	33,535			$	38,801			$	8,174			$	30,627			$	21,306			2005
Camden Shiloh	4,181				18,798				1,322				4,181				20,120				24,301				5,476				18,825				10,576				2005
Camden Sierra	2,152				19,834				293				2,152				20,127				22,279				683				21,596								2012
Camden Sierra at Otay Ranch	10,585				49,781				2,573				10,585				52,354				62,939				15,526				47,413								2003
Camden Silo Creek	9,707				45,144				1,179				9,707				46,323				56,030				11,111				44,919								2005
Camden Simsbury	1,152				6,499				1,425				1,152				7,924				9,076				1,953				7,123								2005
Camden South End Square	6,625				29,175				3,365				6,625				32,540				39,165				8,025				31,140								2005
Camden Springs	1,520				8,300				4,219				1,520				12,519				14,039				10,104				3,935								1994
Camden St. Clair	7,526				27,486				3,731				7,526				31,217				38,743				7,744				30,999				21,646				2005
Camden Stockbridge	5,071				22,693				1,945				5,071				24,638				29,709				6,584				23,125				14,332				2005
Camden Stonebridge	1,016				7,137				2,745				1,016				9,882				10,898				5,971				4,927								1993
Camden Stonecrest	3,954				22,021				3,744				3,954				25,765				29,719				6,320				23,399								2005
Camden Stoneleigh	3,498				31,285				2,477				3,498				33,762				37,260				7,444				29,816								2006
Camden Sugar Grove	7,614				27,594				279				7,614				27,873				35,487				928				34,559								2012
Camden Summerfield	14,659				48,404				301				14,659				48,705				63,364				9,283				54,081								2008
Camden Summerfield II	4,459				20,540				—				4,459				20,540				24,999				1,030				23,969								2012
Camden Summit	11,212				18,399				283				11,212				18,682				29,894				632				29,262								2012
Camden Tiara	7,709				28,644				323				7,709				28,967				36,676				989				35,687								2012
Camden Touchstone	1,203				6,772				2,104				1,203				8,876				10,079				2,809				7,270								2005
Camden Towne Center	1,903				16,527				249				1,903				16,776				18,679				573				18,106								2012
Camden Travis Street	1,780				29,104				58				1,780				29,162				30,942				4,127				26,815								2010
Camden Tuscany	3,330				36,466				923				3,330				37,389				40,719				11,031				29,688								2003
Camden Valley Park	3,096				14,667				12,355				3,096				27,022				30,118				20,742				9,376								1994
Camden Vanderbilt	16,076				44,918				13,292				16,076				58,210				74,286				30,658				43,628				73,166				1994/1997
Camden Vineyards	4,367				28,494				1,429				4,367				29,923				34,290				9,930				24,360								2002
Camden Vintage	3,641				19,255				4,682				3,641				23,937				27,578				13,300				14,278								1998
Camden Westchase Park	11,955				36,465				—				11,955				36,465				48,420				1,081				47,339								2012
Camden Westshore	1,734				10,819				6,221				1,734				17,040				18,774				10,863				7,911								1997
Camden Westwood	4,567				25,519				2,774				4,567				28,293				32,860				7,028				25,832				19,907				2005
Camden Whispering Oaks	1,188				26,242				93				1,188				26,335				27,523				5,303				22,220								2008
Camden Woods	2,693				19,930				8,698				2,693				28,628				31,321				17,917				13,404								1999

S-5

Camden Property Trust Real Estate and Accumulated Depreciation As of December 31, 2012 (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				Encumbrances				Year of Completion/ Acquisition
Camden World Gateway	$	5,785			$	51,821			$	2,079			$	5,785			$	53,900			$	59,685			$	12,565			$	47,120							2005
Total Current communities (1):	$	936,063			$	4,844,083			$	482,583			$	936,063			$	5,326,666			$	6,262,729			$	1,517,171			$	4,745,558			$	972,256
Completed Communities in Lease-Up:
Camden Royal Oaks II	$	587			$	12,663			$	—			$	587			$	12,663			$	13,250			$	524			$	12,726							2012
Camden Town Square	13,127				45,596				—				13,127				45,596				58,723				1,080				57,643								2012
Total Completed Communities in Lease-up (2):	$	13,714			$	58,259			$	—			$	13,714			$	58,259			$	71,973			$	1,604			$	70,369			$	—
Communities under Construction:
Camden Boca Raton					$	7,706											$	7,706			$	7,706			$	3			$	7,703							N/A
Camden City Centre II					28,831				—								28,831				28,831								28,831								N/A
Camden Flatirons					20,497				—								20,497				20,497				110				20,387								N/A
Camden Glendale					33,807												33,807				33,807								33,807								N/A
Camden Lamar Heights					10,537				—								10,537				10,537								10,537								N/A
Camden NOMA					71,627				—								71,627				71,627				5				71,622								N/A
Camden Paces					23,252				—								23,252				23,252								23,252								N/A
Total Construction communities (2):	$	—			$	196,257			$	—			$	—			$	196,257			$	196,257			$	118			$	196,139			$	—
Development Pipeline communities:
Camden Atlantic					$	9,394											$	9,394			$	9,394							$	9,394							N/A
Camden Buckhead					17,444												17,444				17,444								17,444								N/A
Camden Centro					8,556												8,556				8,556								8,556								N/A
Camden Hollywood					18,704												18,704				18,704								18,704								N/A
Camden La Frontera					4,820												4,820				4,820								4,820								N/A

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Camden Property Trust Real Estate and Accumulated Depreciation As of December 31, 2012 (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				Encumbrances				Year of Completion/ Acquisition
Camden Lincoln Station					$	5,232											$	5,232			$	5,232							$	5,232							N/A
Camden McGowen Station					7,103												7,103				7,103								7,103								N/A
Camden Victory Park					14,715												14,715				14,715				2				14,713								N/A
Total Development Pipeline communities (2):	$	—			$	85,968			$	—			$	—			$	85,968			$	85,968			$	2			$	85,966			$	—
Land Holdings (2)					$	52,295			$	—			$	—			$	52,295			$	52,295			$	1			$	52,294							N/A
Corporate					4,692				—				—				4,692				4,692								4,692								N/A
	$	—			$	56,987			$	—			$	—			$	56,987			$	56,987			$	1			$	56,986			$	—
TOTAL	$	949,777			$	5,241,554			$	482,583			$	949,777			$	5,724,137			$	6,673,914			$	1,518,896			$	5,155,018			$	972,256

(1) Current communities may include costs included in properties under development on the balance sheet as of December 31, 2012.

(2) Lease-up/construction communities may include costs included in buildings and improvements on the balance sheet as of December 31, 2012.

S-7

Camden Property Trust Real Estate and Accumulated Depreciation As of December 31, 2012 (in thousands)	Schedule III

The changes in total real estate assets for the years ended December 31:

	2012				2011				2010
Balance, beginning of period	$	5,819,540			$	5,647,677			$	5,461,626
Additions during period:
Acquisition of operating properties and joint ventures	797,477				—				238,885
Development	232,296				180,028				21,798
Improvements	60,426				61,037				44,405
Deductions during period:
Cost of real estate sold contributed to joint venture	—				(12,578		)		—
Cost of real estate sold – other	(176,872		)		(32,673		)		(119,037		)
Classification to held for sale	(58,953		)		(23,951		)		—
Balance, end of period	$	6,673,914			$	5,819,540			$	5,647,677
The changes in accumulated depreciation for the years ended December 31:
	2012				2011				2010
Balance, Beginning of period	$	1,432,799			$	1,292,924			$	1,149,056
Depreciation	185,546				171,009				166,867
Dispositions	(72,465		)		(18,877		)		(22,999		)
Transfers to held for sale	(26,984		)		(12,257		)		—
Balance, end of period	$	1,518,896			$	1,432,799			$	1,292,924

The aggregate cost for federal income tax purposes at December 31, 2012 was $5.9 billion.

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