Camden Property Trust (CPT) 10-K risk factor changes: FY2013 vs FY2012

In the event of renewed market disruption or volatility, we may not be able to obtain new debt financing or refinance our existing debt on favorable terms or at all, which would adversely affect our liquidity, our ability to make distributions to shareholders, acquire and dispose of assets and continue our development [removed: pipeline.][added: activities.]

Other weakened economic conditions, including job [removed: losses and] [added: losses,] high unemployment [removed: rates,] [added: levels, stock market volatility, and uncertainty about the future,] could adversely affect rental rates and occupancy levels.

[removed: Substantially all of our] [added: Our] apartment leases are for a term of fifteen months or less.

We could be negatively impacted by the [removed: condition] [added: elimination] of Fannie Mae or Freddie Mac.

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

We intend to continue to [removed: develop] [added: develop, redevelop] and construct multifamily apartment communities for our portfolio, with [removed: annual] [added: 2014] development starts expected in the range of [removed: $250] [added: $150] to [removed: $400] [added: $300 million and 2014 redevelopment expenditures in the range of $55 to $75] million.

Our [removed: development] [added: development, redevelopment] and construction activities may be exposed to a number of risks which may increase our construction costs and decrease our profitability, including the following:

| • | inability to obtain financing with favorable [removed: terms for the development of a community;] [added: terms;] |

| • | the expected [removed: occupancy and] [added: occupancy,] rental rates [added: and operating expenses] may differ from the actual results; [removed: and] |

| • | [removed: incurring] [added: the incurrence of] costs related to the abandonment of development opportunities which we have pursued and subsequently deemed unfeasible. |

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

One of our wholly-owned subsidiaries is engaged in the business of providing general contracting services under construction contracts entered into between it and [removed: third parties] [added: third-parties] (including nonconsolidated subsidiaries).

[added: Further,] trailing liabilities, based on various legal theories such as claims of negligent construction, may result from such projects, and these trailing liabilities may go on for a number of years depending on the length of the [removed: statutes] [added: statute] of repose in various jurisdictions.

| • | we may not be able to obtain adequate [removed: financing.] [added: financing; and] |

[removed: With respect to acquisitions of operating properties,] [added: | • |] we may not be able to identify suitable candidates on terms acceptable to us and may not achieve expected returns or other benefits as a result of integration challenges, such as personnel and technology. [added: |]

The risks associated with our discretionary funds, which we manage as the general partner and advisor and which as of December 31, [removed: 2012] [added: 2013] were closed for future investments, include the following:

| • | one of our wholly-owned subsidiaries is the general partner of the funds and has unlimited liability for the [removed: third party] [added: third-party] debts, obligations, and liabilities of the funds pursuant to partnership law; |

Any additional tax expense incurred would decrease the cash available for cash distributions to our common shareholders, [removed: perpetual preferred unit holders,] and non-controlling interest holders.

| • | competition from other available apartments and housing alternatives; [removed: and] |

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

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

As of December 31, [removed: 2012,] [added: 2013,] we had outstanding debt of approximately $2.5 billion.

This indebtedness could have [removed: important] [added: adverse] consequences, including:

Our capital requirements depend on numerous factors, including the rental and occupancy rates of our multifamily properties, dividend payment rates to our equity holders, [removed: development] [added: development, redevelopment] and [added: other] capital expenditures, costs of operations, and potential acquisitions.

Moody’s, [removed: Fitch, and] Standard & [removed: Poors,] [added: Poor's and Fitch,] the major debt rating agencies, routinely evaluate our debt and have given us ratings of Baa1, BBB+, and [removed: BBB,] [added: BBB+,] respectively, [added: each] with [removed: stable, stable, and positive] [added: stable] outlooks, [removed: respectively,] on our senior unsecured debt.

These provisions may also deter tender offers for our common shares which may be attractive to you or limit your opportunity to receive a premium for your shares which might otherwise exist if a [removed: third party] [added: third-party] were attempting to effect a change in control transaction.

The capital and credit markets are subject to volatility and disruption, as particularly experienced in recent years.

Although the economy has been gradually improving, there can be no assurance capital and credit markets will continue to improve in the near future.

In June 2013, a bipartisan group of senators proposed an overhaul of the housing finance system which would wind down Fannie Mae and Freddie Mac within five years; in August 2013, President Obama announced his support for this legislation.

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

A cybersecurity incident and other technology disruptions could negatively impact our business and our relationships with residents.

We use technology in substantially all aspects of our business operations.

We also use mobile devices, social networking and other online activities to connect with our employees, suppliers and our residents.

Such uses give rise to potential cybersecurity risks, including security breach, espionage, system disruption, theft and inadvertent release of information.

Our business involves the storage and transmission of numerous classes of sensitive and/or confidential information and intellectual property, including residents' and suppliers' personal information, private information about employees, and financial and strategic information about us.

Further, as we pursue our strategy to grow through acquisitions and developments and to pursue new initiatives to improve our operations, we are also expanding our information technologies, resulting in a larger technological presence and corresponding exposure to cybersecurity risk.

If we fail to assess and identify cybersecurity risks associated with our operations, we may become increasingly vulnerable to such risks.

Additionally, the measures we have implemented to prevent security breaches and cyber incidents may not be effective.

The theft, destruction, loss, misappropriation, or release of sensitive and/or confidential information or intellectual property, or interference with our information technology systems or the technology systems of third-parties on which we rely, could result in business disruption, negative publicity, brand damage, violation of privacy laws, loss of residents, potential liability and competitive disadvantage, any of which could result in a material effect on our financial condition or results of operations.

| • | increases in operating expenses. |

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The capital and credit markets are subject to volatility and disruption, as particularly experienced in the latter half of 2008 through most of 2010, during which spreads on prospective debt financings fluctuated and made it more expensive to borrow money.

Difficulties of selling real estate could limit our flexibility.

We intend to continue to evaluate the potential disposition of assets which may no longer meet our investment objectives.

When we decide to sell an asset, we may encounter difficulty in finding buyers in a timely manner as real estate investments generally cannot be disposed of quickly, especially when market conditions are poor.

These factors may limit our ability to vary our portfolio promptly in response to changes in economic or other conditions and may also limit our ability to utilize sales proceeds as a source of liquidity, which would adversely affect our ability to make distributions to shareholders or repay debt.

In addition, the provisions of the Code relating to REITs limit our ability to earn a gain on the sale of property (unless we own the property

through a subsidiary which will incur a taxable gain upon sale) if we have held the property less than two years, and this limitation may affect our ability to sell properties without adversely affecting returns to shareholders.

In February 2011, the Obama administration released a report calling for the winding down of the role Fannie Mae and Freddie Mac play in the mortgage market.

Further,

We rely on information technology in our operations, and any breach, interruption or security failure of that technology could have a negative impact to our business and/or financial condition.

Information security risks have generally increased in recent years due to the rise in new technologies and the increased sophistication and activities of perpetrators of cyber attacks.

A failure in or breach of our operational or information security systems, or those of our third party service providers, as a result of cyber attacks or information security breaches could disrupt our business, result in the disclosure or misuse of confidential or proprietary information, damage our reputation, and/or subject us to possible financial liabilities, any of which could have a negative impact on our financial condition and results of operations.

Reliance should not be placed on these forward-looking statements as [removed: they] [added: these statements] are subject to known and unknown risks, uncertainties, and other factors beyond our control and could differ materially from our actual results and performance.

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

| • | we could be negatively impacted by the [removed: condition] [added: elimination] of Fannie Mae or Freddie Mac; |

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

| • | we have significant debt, which could have [removed: important] adverse consequences; |

We are primarily engaged in the ownership, management, development, [added: redevelopment,] acquisition and construction of multifamily apartment communities.

As of December 31, [removed: 2012,] [added: 2013,] we owned interests in, operated, or were developing [removed: 202] [added: 184] multifamily properties comprising [removed: 68,620] [added: 64,328] apartment homes across the United States as detailed in the following Property Portfolio table.

[removed: Our results for the year ended December 31, 2012 reflect an increase in rental revenue as compared to 2011, which we] [added: We] believe [added: this increase] was primarily due to [removed: a gradually] [added: the continuation of] improving [removed: economy,] [added: economic conditions, including with respect to job growth,] favorable demographics, [added: and] a [removed: modest] [added: manageable] supply of new multifamily housing, [removed: and a decrease in home ownership rates] which have resulted in increases in realized rental rates and [added: stable] average occupancy levels.

We believe U.S. economic and employment growth [removed: will] [added: is likely to] continue during [removed: 2013] [added: 2014] and the supply of new multifamily homes, although increasing, will [removed: continue to be below historical] [added: likely remain at manageable] levels.

However, we believe significant risks to the economy remain [removed: prevalent,] and while there have been increases in employment levels in the majority of our markets, the unemployment rate remains at higher than historical levels.

If economic conditions [removed: in the United States] were to worsen, our operating results could be adversely affected.

During the year ended December 31, [removed: 2012,] [added: 2013,] we completed construction of [removed: seven] [added: three] development projects, including one community containing [removed: 244] [added: 276] units owned by one of our discretionary funds in which we have a 20% ownership [removed: interest.][added: interest, and 75 units at one of our consolidated operating properties.]

As of December 31, [removed: 2012, five] [added: 2013, two] of these projects reached stabilization.

At December 31, [removed: 2012,] [added: 2013,] we had a total of [removed: nine development] [added: 14] projects under construction [removed: containing 2,845] [added: comprised of 4,354] units, including two development projects [removed: containing 576] [added: comprised of 566] units owned by one of our discretionary [removed: funds,] [added: funds in which we have a 20% interest,] with initial occupancy [removed: expected] [added: scheduled to occur] within the next 24 months.

Excluding the [removed: development] projects owned by [removed: one of] our discretionary funds, [added: as of December 31, 2013,] we [removed: have remaining expected] [added: estimate the additional] costs to complete [removed: of approximately $353.9 million on] the [removed: seven consolidated projects under] construction [removed: as] of [removed: December 31, 2012.][added: 13 consolidated projects to be approximately $541.2 million.]

During the year ended December 31, [removed: 2012,] [added: 2013, we sold 12 operating properties and] two of our unconsolidated joint ventures sold [removed: seven] [added: 16] operating properties [removed: consisting of 2,406 units for approximately $232.8 million.][added: as follows:]

Our proportionate share of the gains on these transactions was approximately [removed: $17.4] [added: $3.2] million.

Subject to market conditions, we intend to continue to [removed: look for] [added: seek] opportunities to [removed: expand our development pipeline] [added: develop] and acquire existing communities.

We [removed: continually] evaluate our operating property and land development portfolio and plan to continue our practice of selective dispositions as market conditions warrant and opportunities develop.

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

As of December 31, [removed: 2012,] [added: 2013,] we had approximately [removed: $26.7] [added: $17.8] million in cash and cash equivalents and no balances outstanding on our $500 million unsecured line of credit.

As of the date of this filing, we had common shares having an aggregate offering price of up to [removed: $123.6] [added: $82.7] million remaining available for sale under our ATM program.

We believe payments on debt maturing in [removed: 2013] [added: 2014] are manageable at [removed: $229.2] [added: $35.4] million, which represents approximately [removed: 9%] [added: 1%] of our total outstanding debt and includes scheduled principal amortizations of approximately [removed: $3.4] [added: $3.1] million.

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

| | December 31, [removed: 2012] [added: 2013] | | | | | | December 31, [removed: 2011] [added: 2012] | | | | |

| Houston, Texas | [removed: 8,440] [added: 8,752] | | | [removed: 24] [added: 25] | | | [removed: 9,354] [added: 8,440] | | | [removed: 26] [added: 24] | |

| Las Vegas, Nevada | [removed: 8,016] [added: 4,918] | | | [removed: 29] [added: 15] | | | 8,016 | | | 29 | |

| Tampa, Florida [removed: (1)] | [removed: 6,493] [added: 5,108] | | | [removed: 15] [added: 12] | | | [removed: 5,953] [added: 6,493] | | | [removed: 13] [added: 15] | |

| Dallas, Texas | [removed: 6,227] [added: 5,667] | | | [removed: 16] [added: 14] | | | [removed: 5,979] [added: 6,227] | | | [removed: 15] [added: 16] | |

| Washington, D.C. Metro | [removed: 5,791] [added: 6,083] | | | [removed: 17] [added: 18] | | | [removed: 5,604] [added: 5,791] | | | [removed: 16] [added: 17] | |

| Orlando, Florida | [removed: 4,202] [added: 3,676] | | | [removed: 10] [added: 9] | | | [removed: 3,564] [added: 4,202] | | | [removed: 9] [added: 10] | |

| Atlanta, Georgia | [removed: 3,351] [added: 3,943] | | | [removed: 11] [added: 12] | | | [removed: 3,546] [added: 3,351] | | | [removed: 12] [added: 11] | |

| Charlotte, North Carolina | [removed: 3,134] [added: 2,894] | | | [removed: 13] [added: 12] | | | [removed: 3,574] [added: 3,134] | | | [removed: 15] [added: 13] | |

| Raleigh, North Carolina | 3,054 | | | 8 | | | [removed: 2,704] [added: 3,054] | | | [removed: 7] [added: 8] | |

| Austin, Texas | 3,030 | | | 9 | | | [removed: 3,222] [added: 3,030] | | | [removed: 10] [added: 9] | |

| Phoenix, Arizona | [removed: 2,645] [added: 2,095] | | | [removed: 9] [added: 7] | | | [removed: 2,433] [added: 2,645] | | | [removed: 8] [added: 9] | |

| Denver, Colorado | [removed: 2,441] [added: 1,941] | | | [removed: 8] [added: 6] | | | [removed: 2,171] [added: 2,441] | | | [removed: 7] [added: 8] | |

| San Diego/Inland Empire, California | 1,665 | | | 5 | | | [removed: 1,196] [added: 1,665] | | | [removed: 4] [added: 5] | |

| Other | [removed: 2,285] [added: 2,072] | | | [removed: 6] [added: 5] | | | [removed: 4,680] [added: 2,285] | | | [removed: 12] [added: 6] | |

| Total Operating Properties | [removed: 65,775] [added: 59,899] | | | [removed: 193] [added: 170] | | | [removed: 66,997] [added: 65,775] | | | [removed: 196] [added: 193] | |

| • | a cybersecurity incident and other technology disruptions could negatively impact our business and our relationships with residents; |

Our results for the year ended December 31, 2013 reflect an increase in rental revenue as compared to 2012.

Same store revenues increased 5.1% in 2013 and 6.5% in 2012.

Construction Activity

Additionally, we are adding a subsequent phase to a stabilized community which will consist of 75 apartment homes.

During the year ended December 31, 2013, we acquired three operating properties comprised of 1,118 apartment homes located in Houston, Texas, Tempe, Arizona, and Atlanta, Georgia for approximately $225.0 million.

We also acquired three land parcels comprised of approximately 38.8 acres of land located in Scottsdale, Chandler, and Tempe, Arizona for approximately $25.8 million.

In January 2014, we acquired approximately 2.9 acres of land located in Houston, Texas for approximately $15.6 million.

During the year ended December 31, 2013, we sold 12 operating properties comprised of 3,931 apartment homes located in Tampa and Orlando, Florida, Littleton and Westminster, Colorado, Dallas, Texas, Peoria and Glendale, Arizona and Charlotte, North Carolina for approximately $329.3 million and we recognized a gain of approximately $182.2 million relating to these property sales.

We also sold two land holdings comprised of an aggregate of approximately 3.7 acres located adjacent to current construction communities in Atlanta, Georgia and Houston, Texas for approximately $6.6 million.

We recognized a gain of approximately $0.7 million relating to these land sales.

In May 2013, one of our unconsolidated joint ventures sold its 14 operating properties comprised of 3,098 apartment homes located in Las Vegas, Nevada.

Our proportionate share of the gain was approximately $13.1 million.

Additionally, as a result of achieving certain performance measures as set forth in the joint venture agreement, we recognized a promoted equity interest of approximately $5.1 million in 2013.

In December 2013, one of our funds sold two operating properties comprised of a total of 600 apartment homes for approximately $68.7 million.

At December 31, 2013, one of our funds had an operating property held for sale comprised of 240 apartment homes located in San Antonio, Texas.

This property sold in February 2014.

| | December 31, 2013 | | | | | | December 31, 2012 | | | | |

| Charlotte, North Carolina | 589 | | | 2 | | | — | | | — | |

| Dallas, Texas | 423 | | | 1 | | | — | | | — | |

| Other (1) | 75 | | | — | | | — | | | — | |

| Charlotte, North Carolina (3) | 266 | | | 1 | | | — | | | — | |

| (1) | Represents the units under construction for Phase IX-B of Camden Miramar, our one student housing community, located in Corpus Christi, Texas. |

| (3) | Represents a property under development owned by one of our unconsolidated joint ventures. See Communities Under Construction below for details. |

| Camden Post Oak | | Houston, TX | | 356 | | 4/10/2013 |

| Camden Sotelo | | Tempe, AZ | | 170 | | 9/11/2013 |

| Camden Vantage | | Atlanta, GA | | 592 | | 9/18/2013 |

| | | | | |

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

| | | | | |

| Chandler, AZ | | 21.7 | | 6/12/2013 |

| Scottsdale, AZ | | 9.3 | | 6/12/2013 |

| Tempe, AZ | | 7.8 | | 6/12/2013 |

In January 2014, we acquired approximately 2.9 acres of land located in Houston, Texas for approximately $15.6 million.

| Camden Live Oaks | | Tampa, FL | | 770 | | 1/17/2013 |

| Camden Reserve | | Orlando, FL | | 526 | | 4/10/2013 |

| Camden Centennial | | Littleton, CO | | 276 | | 9/30/2013 |

| Camden Pinnacle | | Westminster, CO | | 224 | | 9/30/2013 |

| Camden Gardens | | Dallas, TX | | 256 | | 10/23/2013 |

| Camden Springs | | Dallas, TX | | 304 | | 10/30/2013 |

| • | difficulties of selling real estate could limit our flexibility; |

| • | we rely on information technology in our operations, and any breach, interruption or security failure of that technology could have a negative impact to our business and/or financial condition; |

| • | we may incur losses on interest rate hedging arrangements; |

Same store revenues increased 6.5% in 2012, following a 5.5% increase in 2011.

Development Activity

During the year ended December 31, 2012, we acquired twenty operating properties in nine transactions totaling approximately $770.2 million, including the assumption of approximately $298.8 million in secured debt.

Thirteen of these operating properties were owned by former unconsolidated joint ventures in which we acquired the remaining ownership interests.

We also acquired approximately 22.6 acres of land in four transactions for approximately $33.6 million and intend to utilize these land holdings for development of multifamily apartment communities.

We funded these acquisitions through cash generated from operations, proceeds from our at-the-market share offering programs (“ATM programs”), proceeds from an equity offering completed in January 2012, proceeds from a debt offering completed in December 2012 and proceeds from property dispositions.

During the year ended December 31, 2012, one of our discretionary funds acquired one operating property and two land holdings totaling 18.7 acres, which it intends to utilize for development of multifamily apartment communities.

During the year ended December 31, 2012, we sold eleven operating properties consisting of 3,213 units for approximately $233.2 million and recognized a gain of approximately $115.1 million on these transactions.

During January 2013, we sold one operating property consisting of 770 units.

In January 2013, we repaid a $26.1 million secured conventional mortgage note which was scheduled to mature in April 2013.

| Tampa, Florida | — | | | — | | | 540 | | | 2 | |

| Denver, Colorado | — | | | — | | | 320 | | | 1 | |

| (1) | Includes one property consisting of 770 apartment homes which was included in properties held for sale at December 31, 2012. This property was sold in January 2013. |

| Camden Addison | | Dallas, TX | | 456 | | 1/25/2012 |

| Camden Holly Springs | | Houston, TX | | 548 | | 1/25/2012 |

| Camden Park | | Houston, TX | | 288 | | 1/25/2012 |

| Camden Sugar Grove | | Houston, TX | | 380 | | 1/25/2012 |

| Camden Parkside | | Fullerton, CA | | 421 | | 1/25/2012 |

| Camden Pecos Ranch | | Phoenix, AZ | | 272 | | 1/25/2012 |

| Camden Pines | | Las Vegas, NV | | 315 | | 1/25/2012 |

| Camden Summit | | Las Vegas, NV | | 234 | | 1/25/2012 |

| Camden Tiara | | Las Vegas, NV | | 400 | | 1/25/2012 |

| Camden Belmont | | Dallas, TX | | 477 | | 6/28/2012 |

| Camden Creekstone | | Atlanta, GA | | 223 | | 7/12/2012 |

| Camden Landmark | | Ontario, CA | | 469 | | 9/27/2012 |

| Camden Henderson | | Dallas, TX | | 106 | | 9/28/2012 |

| Camden Montierra | | Scottsdale, AZ | | 249 | | 12/11/2012 |

| Camden San Marcos | | Scottsdale, AZ | | 320 | | 12/11/2012 |

| Camden Belleview Station | | Denver, CO | | 270 | | 12/20/2012 |

| Camden Denver West | | Denver, CO | | 320 | | 12/27/2012 |

| Camden Asbury Village (2) | | Raleigh, NC | | 350 | | 1/27/2012 |

The 4,034 apartment homes were previously included in our unconsolidated joint venture property count.

During the year ended December 31, 2012, we acquired the remaining non-controlling ownership interest in three fully consolidated joint ventures, consisting of 680 units located in Houston, Texas and Charlotte, North Carolina, for approximately $16.5 million.

The apartment homes were previously included in our consolidated property count.

During the year ended December 31, 2012, we acquired four land tracts and one of our unconsolidated joint ventures acquired two land tracts as follows:

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The table below provides information about our liabilities sensitive to changes in interest rates as of December 31, [removed: 2012] [added: 2013] and [removed: 2011:][added: 2012:]

| | December 31, [removed: 2012] [added: 2013] | | | | | | | | | | | | | December 31, [removed: 2011] [added: 2012] | | | | | | | | | | | |

| Fixed rate debt | $ | [removed: 2,297.8] [added: 2,319.5] | | | [removed: 6.9] [added: 7.0] | | | [removed: 4.8] [added: 4.7] | % | | [removed: 91.5] [added: 91.7] | % | | $ | [removed: 2,186.6] [added: 2,297.8] | | | [removed: 6.7] [added: 6.9] | | | [removed: 5.3] [added: 4.8] | % | | [removed: 89.9] [added: 91.5] | % |

| Variable rate debt | [removed: 212.7] [added: 211.3] | | | | [removed: 7.5] [added: 6.4] | | | [removed: 1.1] [added: 1.0] | | | [removed: 8.5] [added: 8.3] | | | [removed: 245.5] [added: 212.7] | | | | [removed: 7.6] [added: 7.5] | | | 1.1 | | | [removed: 10.1] [added: 8.5] | |

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

To the extent we utilize our revolving credit facility and [added: other short-term borrowings and] increase our variable rate indebtedness, our exposure to increases in interest rates will also increase.

Holding other variables constant, a one percentage point variance in interest rates would change the unrealized fair market value of the fixed rate debt by approximately [removed: $140.3] [added: $132.4] million.

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

Our corporate offices are located at [removed: 3] [added: 11] Greenway Plaza, Suite [removed: 1300,] [added: 2400,] Houston, Texas 77046 and our telephone number is (713) 354-2500.

We also make available, free of charge on our website, our Guidelines on Governance, Code of Business Conduct and Ethics, Code of Ethical Conduct for Senior Financial Officers, and the charters of each of our Audit, Compensation, [removed: Nominating,] and [added: Nominating and] Corporate Governance Committees.

Copies are also available, without charge, from Investor Relations, [removed: 3] [added: 11] Greenway Plaza, Suite [removed: 1300,] [added: 2400,] Houston, Texas 77046.

We are primarily engaged in the ownership, management, development, [added: redevelopment,] acquisition, and construction of multifamily apartment communities.

As of December 31, [removed: 2012,] [added: 2013,] we owned interests in, operated, or were developing [removed: 202] [added: 184] multifamily properties [removed: comprising 68,620] [added: comprised of 64,328] apartment homes across the United States.

Of [removed: these 202] [added: the 184] properties, [removed: nine] [added: 14] properties were under [removed: development] [added: construction] and when completed will consist of a total of [removed: 2,845] [added: 4,354] apartment homes.

| • | An attractive quality of life, which may lead to high demand and retention for our apartments and allow us to more readily increase rents; [added: and] |

Subject to market conditions, we intend to continue to look for opportunities to [added: develop and] acquire existing [removed: communities, expand our development pipeline, and complete selective dispositions.][added: communities.]

We [added: currently] have two discretionary investment funds (the “funds”), both of which were closed to future investment as of December 31, [removed: 2012.][added: 2013.]

We intend to meet our liquidity requirements through cash [removed: flows] [added: flow] generated from operations, [removed: available cash balances, draws on] [added: availability under] our unsecured credit [removed: facility,] [added: facility and other short-term borrowings,] proceeds from property dispositions, [removed: equity issued from our at-the-market share offering program,] the use of debt and equity offerings under our automatic shelf registration [removed: statement] [added: statement, equity issued from our at-the-market share offering program, other unsecured borrowings] and secured mortgages.

We believe the depth of our organization enables us to deliver quality services, promote resident satisfaction, and retain residents, thereby [added: increasing our operating revenues and] reducing our operating expenses.

At December 31, [removed: 2012,] [added: 2013,] we had approximately [removed: 1,825] [added: 1,780] employees, including executive, administrative, and community personnel.

As of December 31, [removed: 2012,] [added: 2013,] we met the qualification of a REIT under Sections 856-860 of the Internal Revenue Code of 1986, as amended (the “Code”).

Additionally, we are adding a subsequent phase to a stabilized community which will consist of 75 apartment homes and we own land holdings we may develop into multifamily apartment communities in the future.

We continually evaluate our operating property and land development portfolio and plan to continue our practice of selective dispositions as market conditions warrant and opportunities develop.

In addition, we own land parcels we may develop into multifamily apartment communities.

| | |

| --- | --- |

| • | High barriers to entry where, because of, among other factors, land scarcity or government regulation, it is difficult or costly to build new apartment properties leading to low supply; and |

None.

For discussion regarding legal proceedings, see Note 14, “Commitments and Contingencies,” in the Notes to Consolidated Financial Statements.

For the fiscal year ended December 31, [removed: 2012][added: 2013]

| [removed: 3] [added: 11] Greenway Plaza, Suite [removed: 1300] [added: 2400] Houston, Texas | | 77046 |

The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant was [removed: $5,493,647,249] [added: $5,825,629,302] based on a June 30, [removed: 2012] [added: 2013] share price of [removed: $67.67.][added: $69.14.]

On February [removed: 8, 2013, 84,482,957] [added: 14, 2014, 85,420,966] common shares of the registrant were outstanding, net of treasury shares and shares held in our deferred compensation arrangements.

Portions of the registrant's Proxy Statement in connection with its Annual Meeting of Shareholders to be held May [removed: 10, 2013] [added: 9, 2014] are incorporated by reference in Part III.

| Item 1. | [removed: [Business](#s5A2C5F6BA7F66758B40643974E106F54)] [added: [Business](#s396F5E0509D917784BEAE2D60B8793CA)] | [removed: [1](#s5A2C5F6BA7F66758B40643974E106F54)] [added: [1](#s396F5E0509D917784BEAE2D60B8793CA)] |

| Item 1A. | [Risk [removed: Factors](#s21DB5EB00E0B56B2B9CB43974E4396D3)] [added: Factors](#s9A26B5808C468DF4C752E2D60BA6AD77)] | [removed: [3](#s21DB5EB00E0B56B2B9CB43974E4396D3)] [added: [3](#s9A26B5808C468DF4C752E2D60BA6AD77)] |

| Item 1B. | [Unresolved Staff [removed: Comments](#sCDB2783187CDB2965C6643974E631628)] [added: Comments](#sBB5A121534BF62F40DDDE2D60BD5C118)] | [removed: [8](#sCDB2783187CDB2965C6643974E631628)] [added: [8](#sBB5A121534BF62F40DDDE2D60BD5C118)] |

| Item 2. | [removed: [Properties](#s432A60130E4F6FD03BA743974E9A1E82)] [added: [Properties](#sB907CDFFCDD4178125E0E2D60BF4797C)] | [removed: [8](#s432A60130E4F6FD03BA743974E9A1E82)] [added: [8](#sB907CDFFCDD4178125E0E2D60BF4797C)] |

| Item 3. | [Legal [removed: Proceedings](#s40BED8123E31AF4869A743974F597765)] [added: Proceedings](#s31B9CB3448748FDEBC0AE2D60C335FFD)] | [removed: [14](#s40BED8123E31AF4869A743974F597765)] [added: [14](#s31B9CB3448748FDEBC0AE2D60C335FFD)] |

| Item 4. | [Mine Safety [removed: Disclosures](#s226AAC82F7B0ED1BBAE243974F611C89)] [added: Disclosures](#sC4A35FE154860F5CDEEEE2D60C52E96A)] | [removed: [14](#s226AAC82F7B0ED1BBAE243974F611C89)] [added: [14](#sC4A35FE154860F5CDEEEE2D60C52E96A)] |

| Item 5. | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#s13D3CDF54AF7397A8C3F43974FAF351E)] [added: Securities](#sC1B777A7009DDD395F9DE2D60CA04981)] | [removed: [15](#s13D3CDF54AF7397A8C3F43974FAF351E)] [added: [14](#sC1B777A7009DDD395F9DE2D60CA04981)] |

| Item 6. | [Selected Financial [removed: Data](#s06ECE97F12769632CDCF43974FE3CE23)] [added: Data](#s64E887D2790963A3642FE2D60CEE04C4)] | [removed: [18](#s06ECE97F12769632CDCF43974FE3CE23)] [added: [17](#s64E887D2790963A3642FE2D60CEE04C4)] |

| Item 7. | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#s936EEB3FFDDCFC926E2343974AD7D3D7)] [added: Operations](#sCCD8CC1D8E40F3F75751E2D5F1D5008B)] | [removed: [20](#s936EEB3FFDDCFC926E2343974AD7D3D7)] [added: [19](#sCCD8CC1D8E40F3F75751E2D5F1D5008B)] |

| Item 7A. | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#sD00577C8DA1C972B0A6E43975101D46D)] [added: Risk](#s378334602177707857EDE2D60E36779A)] | [removed: [40](#sD00577C8DA1C972B0A6E43975101D46D)] [added: [39](#s378334602177707857EDE2D60E36779A)] |

| Item 8. | [Financial Statements and Supplementary [removed: Data](#s6B902A4B48F5F85E930643975131E18C)] [added: Data](#s0DC5052D65636AB78E57E2D60E4631DB)] | [removed: [40](#s6B902A4B48F5F85E930643975131E18C)] [added: [39](#s0DC5052D65636AB78E57E2D60E4631DB)] |

| Item 9. | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#s05BA1825A489BD52DA114397514F9440)] [added: Disclosure](#s26760649FB9ADB2AC054E2D60E75A291)] | [removed: [40](#s05BA1825A489BD52DA114397514F9440)] [added: [39](#s26760649FB9ADB2AC054E2D60E75A291)] |

| Item 9A. | [Controls and [removed: Procedures](#s8BE38FF61D96562E378B43975181A337)] [added: Procedures](#s5E198D660CB65E87D9B3E2D60E94BF3C)] | [removed: [40](#s8BE38FF61D96562E378B43975181A337)] [added: [39](#s5E198D660CB65E87D9B3E2D60E94BF3C)] |

| Item 9B. | [Other [removed: Information](#s1B351AF73558C205B9DF439751D853C8)] [added: Information](#s7F6AFADFA19E12F4D06EE2D60EE24BDF)] | [removed: [43](#s1B351AF73558C205B9DF439751D853C8)] [added: [43](#s7F6AFADFA19E12F4D06EE2D60EE24BDF)] |

| [PART [removed: III](#sCA3A30EBEB2EAE65444E439751F62B80)] [added: III](#s2BB2DC6971C645617183E2D60F21CED3)] | | |

| Item 10. | [Directors, Executive Officers and Corporate [removed: Governance](#s187FEBF1D036CA735AED439752292352)] [added: Governance](#s11E678D87647797675C9E2D60F40B89B)] | [removed: [43](#s187FEBF1D036CA735AED439752292352)] [added: [43](#s11E678D87647797675C9E2D60F40B89B)] |

| Item 11. | [Executive [removed: Compensation](#s8C30101394771BE5B8634397524CC940)] [added: Compensation](#s7979CD41C0D32D7FCBA9E2D60F6FC324)] | [removed: [43](#s8C30101394771BE5B8634397524CC940)] [added: [43](#s7979CD41C0D32D7FCBA9E2D60F6FC324)] |

| Item 12. | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#sD483C5EAF5D1337C1E214397527B46D5)] [added: Matters](#s9432171460FFA69DF2FEE2D5FCA2FD24)] | [removed: [43](#sD483C5EAF5D1337C1E214397527B46D5)] [added: [43](#s9432171460FFA69DF2FEE2D5FCA2FD24)] |

| Item 13. | [Certain Relationships and Related Transactions, and Director [removed: Independence](#s9835EE08ED0E65A2EA7E439752A4503D)] [added: Independence](#sD9CC5D97EE641C70439CE2D60FBD2A42)] | [removed: [43](#s9835EE08ED0E65A2EA7E439752A4503D)] [added: [43](#sD9CC5D97EE641C70439CE2D60FBD2A42)] |

| Item 14. | [Principal Accounting Fees and [removed: Services](#s565D5E8E429A27E6F483439752CF58BE)] [added: Services](#sFECD96B4B5A1FB859ED0E2D60FDCECC1)] | [removed: [44](#s565D5E8E429A27E6F483439752CF58BE)] [added: [44](#sFECD96B4B5A1FB859ED0E2D60FDCECC1)] |

| Item 15. | [Exhibits and Financial Statement [removed: Schedules](#s58A25270E2ED706C13B843975326E5C8)] [added: Schedules](#s3E2489F7FE096123EACBE2D6103A9C87)] | [removed: [45](#s58A25270E2ED706C13B843975326E5C8)] [added: [44](#s3E2489F7FE096123EACBE2D6103A9C87)] |

10-K 1 cpt-12312013x10k.htm 10-K

| [PART I](#sBFAA0B54F5B922E31D8EE2D60B58E356) | | |

| [PART II](#sE426C5F634AD1ACCF646E2D60C810634) | | |

| [PART IV](#sAAC37838AA7AB9B97B47E2D6101B9605) | | |

| [SIGNATURES](#sEB43E12C2F821E283DA6E2D5FDDB8F6D) | | [49](#sEB43E12C2F821E283DA6E2D5FDDB8F6D) |

10-K 1 cpt-12312012x10k.htm 10-K

| [PART I](#s14E5C87A8F701BFAF17643974DED6C70) | | |

| [PART II](#sD6335C42BE8B5F7069B343974F8D94DB) | | |

| [PART IV](#s49794763E76DCC3ADA58439752F33E8C) | | |

| [SIGNATURES](#s4DD5F89FF6E4C88A657A439753C0291C) | | [50](#s4DD5F89FF6E4C88A657A439753C0291C) |

Most of the properties have one or more swimming pools and a clubhouse and many have [removed: whirlpool spas, weight] [added: exercise] room facilities, and controlled-access gates.

The [removed: 193] [added: 170] operating properties in which we owned interests and operated at December 31, [removed: 2012] [added: 2013] averaged [removed: 937] [added: 948] square feet of living area per apartment home.

For the year ended December 31, [removed: 2012,] [added: 2013,] no single operating property accounted for greater than 1.6% of our total revenues.

Our operating properties had a weighted average occupancy rate of approximately 95% for [added: each of] the years ended December 31, [removed: 2012] [added: 2013] and [removed: 2011,] [added: 2012,] and an average annual rental revenue per apartment home of [removed: $1,045] [added: $1,157] and [removed: $970] [added: $1,045] for the years ended December 31, [removed: 2012] [added: 2013] and [removed: 2011,] [added: 2012,] respectively.

[removed: 176] [added: 151] of our operating properties have over 200 apartment homes, with the largest having [removed: 904] [added: 930] apartment homes.

| 2001-2005 | [removed: 31] [added: 32] |

| 1996-2000 | [removed: 55] [added: 49] |

| 1991-1995 | [removed: 20] [added: 18] |

| 1986-1990 | [removed: 27] [added: 15] |

| Prior to 1986 | [removed: 13] [added: 7] |

The following table sets forth information with respect to our [removed: 193] [added: 170] operating properties at December 31, [removed: 2012:][added: 2013:]

| Property and Location | | Year Placed In Service | | Average Apartment Size (Sq. Ft.) | | Number of Apartments | | [removed: 2012] [added: 2013] Average Occupancy (1) | | | [removed: 2012] [added: 2013] Average Monthly Rental Rate per Apartment (2) | | |

| Camden Copper Square | | 2000 | | 786 | | 332 | | [removed: 92.8] [added: 93.3] | % | | $ | [removed: 884] [added: 939] | |

| Camden Legacy | | 1996 | | 1,067 | | 428 | | [removed: 94.0] [added: 93.6] | | | [removed: 949] [added: 1,006] | | |

| Camden Montierra [removed: (4)] | | 1999 | | 1,071 | | 249 | | [removed: 94.2] [added: 93.1] | | | [removed: 1,191] [added: 1,182] | | |

| Camden Pecos Ranch [removed: (3)] | | 2001 | | 924 | | 272 | | 93.7 | | | [removed: 849] [added: 886] | | |

| Camden San Marcos [removed: (4)] | | 1995 | | 984 | | 320 | | [removed: 93.8] [added: 92.7] | | | [removed: 1,050] [added: 1,004] | | |

| Camden San Paloma | | 1993/1994 | | 1,042 | | 324 | | [removed: 94.1] [added: 94.0] | | | [removed: 978] [added: 1,012] | | |

| Camden Crown Valley | | 2001 | | 1,009 | | 380 | | 95.6 | | | [removed: 1,586] [added: 1,663] | | |

| Camden Harbor View | | 2004 | | 975 | | 538 | | [removed: 95.2] [added: 95.3] | | | [removed: 1,962] [added: 2,044] | | |

| Camden Main & Jamboree [removed: (5)] [added: (4)] | | 2008 | | 1,011 | | 290 | | 96.1 | | | [removed: 1,806] [added: 1,868] | | |

| Camden Martinique | | 1986 | | 794 | | 714 | | [removed: 95.5] [added: 95.9] | | | [removed: 1,346] [added: 1,409] | | |

| Camden Parkside [removed: (3)] | | 1972 | | 836 | | 421 | | [removed: 95.6] [added: 94.5] | | | [removed: 1,242] [added: 1,291] | | |

| Camden Sea Palms | | 1990 | | 891 | | 138 | | [removed: 97.2] [added: 96.1] | | | [removed: 1,507] [added: 1,567] | | |

| Camden Landmark [removed: (4)] | | 2006 | | 982 | | 469 | | [removed: 94.0] [added: 93.3] | | | [removed: 1,321] [added: 1,335] | | |

| Camden Old Creek | | 2007 | | 1,037 | | 350 | | [removed: 94.4] [added: 95.4] | | | [removed: 1,608] [added: 1,660] | | |

| Camden Sierra at Otay Ranch | | 2003 | | 962 | | 422 | | [removed: 93.4] [added: 94.3] | | | [removed: 1,509] [added: 1,536] | | |

| Camden Tuscany | | 2003 | | 896 | | 160 | | [removed: 94.7] [added: 94.8] | | | [removed: 1,996] [added: 2,109] | | |

| Camden Vineyards | | 2002 | | 1,053 | | 264 | | [removed: 93.0] [added: 94.7] | | | [removed: 1,236] [added: 1,254] | | |

| Camden Belleview Station [removed: (4)] | | 2009 | | 888 | | 270 | | [removed: 93.0] [added: 93.3] | | | [removed: 1,283] [added: 1,224] | | |

| Camden Caley | | 2000 | | 925 | | 218 | | [removed: 95.1] [added: 96.0] | | | [removed: 985] [added: 1,078] | | |

| Camden Denver West [removed: (6)] | | 1997 | | 1,015 | | 320 | | [removed: 94.9] [added: 95.8] | | | [removed: 1,153] [added: 1,243] | | |

| Camden Highlands Ridge | | 1996 | | 1,149 | | 342 | | [removed: 95.3] [added: 92.9] | | | [removed: 1,236] [added: 1,334] | | |

| Camden Interlocken | | 1999 | | [removed: 1,022] [added: 1,010] | | 340 | | [removed: 96.0] [added: 95.5] | [removed: %] | | [removed: $] [added: 1,282] | [removed: 1,210] | |

| Camden Lakeway | | 1997 | | 932 | | 451 | | [removed: 94.4] [added: 94.9] | | | [removed: 984] [added: 1,082] | | |

| Camden Ashburn [removed: Farms] [added: Farm] | | 2000 | | 1,062 | | 162 | | [removed: 97.4] [added: 96.1] | [added: %] | | [removed: 1,477] [added: $] | [added: 1,507] | |

| Camden Clearbrook | | 2007 | | 1,048 | | 297 | | [removed: 95.2] [added: 95.7] | | | [removed: 1,345] [added: 1,364] | | |

| Camden College Park [removed: (5)] [added: (4)] | | 2008 | | 942 | | 508 | | [removed: 95.1] [added: 95.6] | | | [removed: 1,575] [added: 1,592] | | |

| Camden Fair Lakes | | 1999 | | 1,056 | | 530 | | [removed: 95.9] [added: 95.6] | | | [removed: 1,636] [added: 1,684] | | |

| Camden Fairfax Corner | | 2006 | | 934 | | 488 | | [removed: 96.4] [added: 95.8] | | | [removed: 1,669] [added: 1,716] | | |

| 2006-2013 | 49 |

| Camden Sotelo (3) | | 2008/2012 | | 1,303 | | 170 | | 92.2 | | | 1,205 | | |

| Property and Location | | Year Placed In Service | | Average Apartment Size (Sq. Ft.) | | Number of Apartments | | 2013 Average Occupancy (1) | | | 2013 Average Monthly Rental Rate per Apartment (2) | | |

| Camden Dulles Station | | 2009 | | 978 | | 382 | | 94.6 | | | 1,619 | | |

| Camden South Capitol (5) (6) | | 2013 | | 821 | | 276 | | Lease-up | | | 1,670 | | |

| Property and Location | | Year Placed In Service | | Average Apartment Size (Sq. Ft.) | | Number of Apartments | | 2013 Average Occupancy (1) | | | 2013 Average Monthly Rental Rate per Apartment (2) | | |

| Camden Vantage (3) | | 2010 | | 901 | | 592 | | 94.3 | | | 966 | | |

| Property and Location | | Year Placed In Service | | Average Apartment Size (Sq. Ft.) | | Number of Apartments | | 2013 Average Occupancy (1) | | | 2013 Average Monthly Rental Rate per Apartment (2) | | |

| Camden Miramar (8) | | 1994-2013 | | 492 | | 930 | | 72.5 | | | 999 | | |

| Property and Location | | Year Placed In Service | | Average Apartment Size (Sq. Ft.) | | Number of Apartments | | 2013 Average Occupancy (1) | | | 2013 Average Monthly Rental Rate per Apartment (2) | | |

| Camden City Centre II (7) | | 2013 | | 868 | | 268 | | 96.2 | | | 1,479 | | |

| Camden Post Oak (3) | | 2003 | | 1,200 | | 356 | | 95.8 | | | 2,484 | | |

| | |

| --- | --- |

| 2006-2012 | 47 |

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

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

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

| Camden Fountain Palms (3) | | 1986/1996 | | 1,050 | | 192 | | 90.8 | | | 685 | | |

| Camden Sierra (3) | | 1997 | | 925 | | 288 | | 91.5 | | | 681 | | |

| Camden Towne Center (3) | | 1998 | | 871 | | 240 | | 92.6 | | | 676 | | |

| Camden Centennial | | 1985 | | 744 | | 276 | | 94.9 | | | 759 | | |

| Camden Pinnacle | | 1985 | | 748 | | 224 | | 94.7 | | | 786 | | |

| Camden Dulles Station | | 2009 | | 984 | | 366 | | 96.6 | | | 1,624 | | |

| Camden Reserve | | 1990/1991 | | 824 | | 526 | | 95.5 | | | 740 | | |

| Camden Bay Pointe | | 1984 | | 771 | | 368 | | 93.9 | % | | $ | 704 | |

| Camden Citrus Park | | 1985 | | 704 | | 247 | | 95.1 | | | 687 | | |

| Camden Live Oaks (9) | | 1990 | | 1,093 | | 770 | | 94.2 | | | 782 | | |

| Oasis Bay (10) | | 1990 | | 876 | | 128 | | 96.1 | | | 745 | | |

| Oasis Crossings (10) | | 1996 | | 983 | | 72 | | 95.3 | | | 749 | | |

| Oasis Emerald (10) | | 1988 | | 873 | | 132 | | 92.9 | | | 608 | | |

| Oasis Gateway (10) | | 1997 | | 1,146 | | 360 | | 93.6 | | | 776 | | |

| Oasis Island (10) | | 1990 | | 901 | | 118 | | 90.3 | | | 613 | | |

| Oasis Landing (10) | | 1990 | | 938 | | 144 | | 92.4 | | | 671 | | |

| Oasis Meadows (10) | | 1996 | | 1,031 | | 383 | | 90.3 | | | 718 | | |

| Oasis Palms (10) | | 1989 | | 880 | | 208 | | 91.8 | | | 684 | | |

| Oasis Pearl (10) | | 1989 | | 930 | | 90 | | 91.0 | | | 687 | | |

| Oasis Place (10) | | 1992 | | 440 | | 240 | | 87.1 | | | 482 | | |

| Oasis Ridge (10) | | 1984 | | 391 | | 477 | | 86.3 | | | 413 | | |

| Oasis Sierra (10) | | 1998 | | 923 | | 208 | | 94.2 | | | 782 | | |

| Oasis Springs (10) | | 1988 | | 838 | | 304 | | 90.5 | | | 576 | | |

| Oasis Vinings (10) | | 1994 | | 1,152 | | 234 | | 91.8 | | | 709 | | |

| Camden Habersham | | 1986 | | 773 | | 240 | | 95.7 | | | 685 | | |

| Camden Miramar (11) | | 1994-2011 | | 488 | | 855 | | 78.5 | | | 1,000 | | |

| Camden Gardens | | 1983 | | 652 | | 256 | | 96.3 | | | 605 | | |

| Camden Springs | | 1987 | | 713 | | 304 | | 95.2 | | | 610 | | |

| Camden Lakemont (10) | | 2007 | | 904 | | 312 | | 96.5 | | | 891 | | |

| Camden Westover Hills (10) | | 2010 | | 959 | | 288 | | 95.7 | | | 1,060 | | |

| (6) | Property formerly owned through a joint venture in which we owned a 50% interest. We acquired the remaining ownership interest in December 2012 from an unaffiliated third party. |

| (9) | Property was included in properties held for sale at December 31, 2012. We sold this property in January 2013. |

| (10) | Property owned through one of our joint ventures in which we own a 20% interest. The remaining interest is owned by an unaffiliated third party. |

In the first quarter of [removed: 2013,] [added: 2014,] the Company's Board of Trust Managers increased the quarterly dividend rate from [removed: $0.56 to] $0.63 [added: to $0.66] per common share.

Assuming dividend distributions for the remainder of [removed: 2013] [added: 2014] are similar to those declared for the first quarter [removed: 2013,] [added: 2014,] the annualized dividend rate for [removed: 2013] [added: 2014] would be [removed: $2.52.][added: $2.64.]

[removed: ][added: ]

This graph assumes the investment of $100 on December 31, [removed: 2007] [added: 2008] and quarterly reinvestment of dividends.

| | Years Ended December 31, | | | | | | | | | | | | | | [added: | | | | |]

| Index | [removed: 2008 | | |] 2009 | | | [added: |] 2010 | | | [added: |] 2011 | | | [added: |] 2012 | | [added: | | 2013 | | |]

As of February [removed: 8, 2013,] [added: 14, 2014,] there were approximately [removed: 516] [added: 483] shareholders of record and approximately [removed: 23,779] [added: 26,283] beneficial owners of our common shares.

During the year ended December 31, [removed: 2010,] [added: 2011,] we issued approximately [removed: 4.9] [added: 0.3] million common shares at an average price of [removed: $48.37] [added: $55.81] per share for total net consideration of approximately [removed: $231.7 million.][added: $13.8 million which were used for general corporate purposes.]

During the year ended December 31, [removed: 2011,] [added: 2013,] we issued approximately [removed: 0.3] [added: 0.6] million common shares at an average price of [removed: $55.81] [added: $73.73] per share for total net consideration of approximately [added: $40.0 million which were used for general corporate purposes, which included funding for development and capital improvement projects.]

During the year ended December 31, 2012, we issued approximately 2.0 million common shares at an average price of $66.01 per share for total net consideration of approximately $128.1 [removed: million.][added: million which were used for 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.]

As of the date of this filing, we had common shares having an aggregate offering price of up to [removed: $123.6] [added: $82.7] million remaining available for sale under the 2012 ATM program.

Under this program, we have repurchased 4.3 million shares for a total of approximately $230.2 million from April 2007 through December 31, [removed: 2012.][added: 2013.]

The remaining dollar value of our common equity securities authorized to be repurchased under the program was approximately $269.8 million as of December 31, [removed: 2012.][added: 2013.]

There were no repurchases of our equity securities during the years ended December 31, [removed: 2012, 2011] [added: 2013, 2012] and [removed: 2010.][added: 2011.]

| 2013 Quarters: | | | | | | | | | | | |

| First | $ | 71.47 | | | $ | 68.14 | | | $ | 0.63 | |

| Second | 75.46 | | | | 62.98 | | | | 0.63 | | |

| Third | 73.74 | | | | 60.65 | | | | 0.63 | | |

| Fourth | 66.51 | | | | 56.79 | | | | 0.63 | | |

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

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

| Camden Property Trust | $ | 144.96 | | | $ | 192.05 | | | $ | 229.03 | | | $ | 259.75 | | | $ | 225.26 | |

| FTSE NAREIT Equity | 127.99 | | | | 163.78 | | | | 177.36 | | | | 209.39 | | | | 214.56 | | |

| S&P 500 | 126.46 | | | | 145.51 | | | | 148.59 | | | | 172.37 | | | | 228.19 | | |

| Russell 2000 | 127.17 | | | | 161.32 | | | | 154.59 | | | | 179.86 | | | | 249.69 | | |

| MSCI US REIT (RMS) Index | 128.61 | | | | 165.23 | | | | 179.60 | | | | 211.50 | | | | 216.73 | | |

| 2011 Quarters: | | | | | | | | | | | |

| First | $ | 59.17 | | | $ | 53.47 | | | $ | 0.49 | |

| Second | 65.26 | | | | 56.40 | | | | 0.49 | | |

| Third | 69.32 | | | | 55.26 | | | | 0.49 | | |

| Fourth | 62.35 | | | | 53.09 | | | | 0.49 | | |

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

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

| Camden Property Trust | 69.91 | | | 101.34 | | | 134.26 | | | 160.11 | | | 181.58 | |

| FTSE NAREIT Equity | 62.27 | | | 79.70 | | | 101.99 | | | 110.45 | | | 130.39 | |

| S&P 500 | 63.00 | | | 79.68 | | | 91.68 | | | 93.61 | | | 108.59 | |

| Russell 2000 | 66.21 | | | 84.20 | | | 106.82 | | | 102.36 | | | 119.09 | |

| MSCI US REIT (RMS) Index | 62.03 | | | 79.78 | | | 102.50 | | | 111.41 | | | 131.20 | |

$13.8 million.

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 remaining 80% interest we did not own in twelve real estate joint ventures for approximately $99.5 million and the repayment of approximately $272.6 million in mortgage debt associated with these joint ventures.

The following table provides selected financial data relating to our historical financial condition and results of operations as of and for each of the years ended December 31, [removed: 2008] [added: 2009] through [removed: 2012.][added: 2013.]

| (in thousands, except per share amounts and property data) | [removed: 2012] [added: 2013] | | | | [removed: 2011] [added: 2012] | | | | [removed: 2010] [added: 2011] | | | | [removed: 2009] [added: 2010] | | | | [removed: 2008] [added: 2009] | | |

| Total non-property income [removed: (loss)] | [removed: 16,407] [added: 21,197] | | | | [removed: 21,395] [added: 16,407] | | | | [removed: 28,337] [added: 21,395] | | | | [removed: 25,443] [added: 28,337] | | | | [removed: (19,540] [added: 25,443] | | [removed: )] |

| Net income (loss) attributable to common shareholders | [added: 336,364 | | | |] 283,390 | | | | 49,379 | | | | 23,216 | | | | (50,800 | | ) | [removed: | 70,973 | | |]

| Basic | $ | [removed: 3.35] [added: 3.82] | | | $ | [removed: 0.67] [added: 3.35] | | | $ | [removed: 0.33] [added: 0.67] | | | $ | [removed: (0.80] [added: 0.33] | [removed: )] | | $ | [removed: 1.28] [added: (0.80] | [added: )] |

| Diluted | [added: 3.78 | | | |] 3.30 | | | | 0.66 | | | | 0.33 | | | | (0.80 | | ) | [removed: | 1.28 | | |]

| Distributions declared per common share | $ | [removed: 2.24] [added: 2.52] | | | $ | [removed: 1.96] [added: 2.24] | | | $ | [removed: 1.80] [added: 1.96] | | | $ | [removed: 2.05] [added: 1.80] | | | $ | [removed: 2.80] [added: 2.05] | |

| Total real estate assets, at cost (b) | $ | [removed: 6,749,523] [added: 7,114,336] | | | $ | [removed: 5,875,515] [added: 6,749,523] | | | $ | [removed: 5,675,309] [added: 5,875,515] | | | $ | [removed: 5,505,168] [added: 5,675,309] | | | $ | [removed: 5,491,593] [added: 5,505,168] | |

| Total assets | [removed: 5,385,172] [added: 5,632,141] | | | | [removed: 4,622,075] [added: 5,385,172] | | | | [removed: 4,699,737] [added: 4,622,075] | | | | [removed: 4,607,999] [added: 4,699,737] | | | | [removed: 4,730,342] [added: 4,607,999] | | |

| Notes payable | [removed: 2,510,468] [added: 2,530,766] | | | | [removed: 2,432,112] [added: 2,510,468] | | | | [removed: 2,563,754] [added: 2,432,112] | | | | [removed: 2,625,199] [added: 2,563,754] | | | | [removed: 2,832,396] [added: 2,625,199] | | |

| Perpetual preferred units | — | | | | [removed: 97,925] [added: —] | | | | 97,925 | | | | 97,925 | | | | 97,925 | | |

| Equity | [removed: 2,626,708] [added: 2,760,181] | | | | [removed: 1,827,768] [added: 2,626,708] | | | | [removed: 1,757,373] [added: 1,827,768] | | | | [removed: 1,609,013] [added: 1,757,373] | | | | [removed: 1,501,356] [added: 1,609,013] | | |

| Operating activities | $ | [removed: 324,267] [added: 404,291] | | | $ | [removed: 244,834] [added: 324,267] | | | $ | [removed: 224,036] [added: 244,834] | | | $ | [removed: 217,688] [added: 224,036] | | | $ | [removed: 216,958] [added: 217,688] | |

| Investing activities | [removed: (527,685] [added: (258,985] | | ) | | [removed: (187,364] [added: (527,685] | | ) | | [removed: 35,150] [added: (187,364] | | [added: )] | | [removed: (69,516] [added: 35,150] | | [removed: )] | | [removed: (37,374] [added: (69,516] | | ) |

| Financing activities | [removed: 174,928] [added: (154,181] | | [added: )] | | [removed: (172,886] [added: 174,928] | | [removed: )] | | [removed: (152,767] [added: (172,886] | | ) | | [removed: (91,423] [added: (152,767] | | ) | | [removed: (173,074] [added: (91,423] | | ) |

| Funds from operations – diluted (c) | [removed: 313,337] [added: 368,321] | | | | [removed: 207,535] [added: 313,337] | | | | [removed: 194,309] [added: 207,535] | | | | [removed: 109,947] [added: 194,309] | | | | [removed: 169,585] [added: 109,947] | | |

| Number of operating properties (at the end of year) (d) | [removed: 193] [added: 170] | | | | [removed: 196] [added: 193] | | | | [removed: 186] [added: 196] | | | | [removed: 183] [added: 186] | | | | [removed: 181] [added: 183] | | |

| Number of operating apartment homes (at end of year) (d) | [removed: 65,775] [added: 59,899] | | | | [removed: 66,997] [added: 65,775] | | | | [removed: 63,316] [added: 66,997] | | | | [removed: 63,286] [added: 63,316] | | | | [removed: 62,903] [added: 63,286] | | |

| Number of operating apartment homes (weighted average) [removed: (d)(e)] [added: (e)] | [removed: 54,194] [added: 54,181] | | | | [removed: 50,905] [added: 54,194] | | | | [removed: 50,794] [added: 50,905] | | | | [removed: 50,608] [added: 50,794] | | | | [removed: 51,277] [added: 50,608] | | |

| Weighted average monthly total property revenue per apartment home | $ | [removed: 1,182] [added: 1,270] | | | $ | [removed: 1,121] [added: 1,207] | | | $ | [removed: 1,051] [added: 1,142] | | | $ | [removed: 1,065] [added: 1,072] | | | $ | [removed: 1,087] [added: 1,086] | |

| Properties under development (at end of period) | [removed: 9] [added: 14] | | | | [removed: 10] [added: 9] | | | | [removed: 2] [added: 10] | | | | 2 | | | | [removed: 5] [added: 2] | | |

| (c) | Management considers Funds from Operations (“FFO”) to be an appropriate measure of the financial performance of an equity REIT. The National Association of Real Estate Investment Trusts (“NAREIT”) currently defines FFO as net [removed: income (computed in accordance with accounting principles generally accepted in the United States of America] |

[added: income (computed in accordance with accounting principles generally accepted in the United States of America] (“GAAP”)), excluding gains (or losses) associated with the sale of previously depreciated operating properties, real estate depreciation and amortization, impairments of depreciable assets, and adjustments for unconsolidated joint ventures.

| Total property revenues | $ | 788,851 | | | $ | 698,318 | | | $ | 599,401 | | | $ | 547,756 | | | $ | 547,047 | |

| Total property expenses | 285,691 | | | | 256,430 | | | | 230,212 | | | | 217,309 | | | | 212,005 | | |

| Total other expenses | 392,478 | | | | 373,254 | | | | 352,627 | | | | 353,427 | | | | 356,533 | | |

| Income (loss) from continuing operations attributable to common shareholders | 151,594 | | | | 154,116 | | | | 7,383 | | | | (5,357 | | ) | | (90,621 | | ) |

| Basic | $ | 1.70 | | | $ | 1.81 | | | $ | 0.09 | | | $ | (0.08 | ) | | $ | (1.44 | ) |

| Diluted | 1.69 | | | | 1.79 | | | | 0.09 | | | | (0.08 | | ) | | (1.44 | | ) |

| Non-Qualified deferred compensation share awards | 47,180 | | | | — | | | | — | | | | — | | | | — | | |

| (d) | Includes properties held for sale at December 31, 2012 and 2011. |

| Total property revenues | $ | 727,908 | | | $ | 621,074 | | | $ | 568,072 | | | $ | 567,957 | | | $ | 567,335 | |

| Total property expenses | 269,669 | | | | 240,128 | | | | 226,778 | | | | 221,451 | | | | 214,228 | | |

| Total other expenses | 381,694 | | | | 358,268 | | | | 358,921 | | | | 361,974 | | | | 316,945 | | |

| Income (loss) from continuing operations attributable to common shareholders | 161,665 | | | | 13,172 | | | | (295 | | ) | | (84,925 | | ) | | (31,146 | | ) |

| Basic | $ | 1.90 | | | $ | 0.17 | | | $ | (0.01 | ) | | $ | (1.35 | ) | | $ | (0.57 | ) |

| Diluted | 1.88 | | | | 0.17 | | | | (0.01 | | ) | | (1.35 | | ) | | (0.57 | | ) |

| (d) | Includes discontinued operations. |

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

Management assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2012.][added: 2013.]

In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated [removed: Framework.][added: Framework originally issued in 1992.]

Based on our assessment, management concluded our internal control over financial reporting is effective as of December 31, [removed: 2012.][added: 2013.]

We have audited the internal control over financial reporting of Camden Property Trust and subsidiaries (the “Company”) as of December 31, [removed: 2012,] [added: 2013,] based on criteria established in Internal Control — Integrated Framework [added: (1992)] issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2012,] [added: 2013,] based on the criteria established in Internal Control — Integrated Framework [added: (1992)] issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements and financial statement schedule as of and for the year ended December 31, [removed: 2012] [added: 2013] of the Company and our report dated February [removed: 15, 2013] [added: 21, 2014] expressed an unqualified opinion on those financial statements and financial statement schedule.

including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

February 21, 2014

February 21, 2014

February 15, 2013

Information with respect to this Item 10 is incorporated by reference from our Proxy Statement, which we expect to file on or about March [removed: 22, 2013] [added: 21, 2014] in connection with the Annual Meeting of Shareholders to be held May [removed: 10, 2013.][added: 9, 2014.]

Information with respect to this Item 11 is incorporated by reference from our Proxy Statement, which we expect to file on or about March [removed: 22, 2013] [added: 21, 2014] in connection with the Annual Meeting of Shareholders to be held May [removed: 10, 2013.][added: 9, 2014.]

Information with respect to this Item 12 is incorporated by reference from our Proxy Statement, which we expect to file on or about March [removed: 22, 2013] [added: 21, 2014] in connection with the Annual Meeting of Shareholders to be held May [removed: 10, 2013] [added: 9, 2014] to the extent not set forth below.

The following table gives information about the equity compensation plans as of December 31, [removed: 2012.][added: 2013.]

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 [removed: (the] [added: (as amended, the] “2011 Share Plan”).

Under the 2011 Share Plan, we may issue up to a total of approximately 9.1 million fungible units (the “Fungible Pool Limit”), which is comprised of approximately 5.8 million new fungible units plus approximately 3.3 million fungible units previously available for issuance under our 2002 share incentive plan based on a 3.45 to 1.0 fungible [removed: unit-to] [added: unit to] full value award conversion ratio.

| • | Options, rights and other awards which do not deliver the full value at [removed: 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, [removed: 2012,] [added: 2013,] approximately [removed: 7.9] [added: 6.7] million fungible units were available under the 2011 Share Plan, which results in approximately [removed: 2.3] [added: 1.9] million common shares which [removed: could] [added: may] be granted pursuant to full value awards based on the 3.45 to 1.0 fungible [removed: unit-to-full] [added: unit to full] value award conversion ratio.

| Equity compensation plans approved by security holders | 634,361 | | | $ | 41.59 | | | 1,931,147 | |

| Total | 634,361 | | | $ | 41.59 | | | 1,931,147 | |

| Equity compensation plans approved by security holders | 838,754 | | | $ | 42.36 | | | 2,281,762 | |

| Total | 838,754 | | | $ | 42.36 | | | 2,281,762 | |

Information with respect to this Item 13 is incorporated herein by reference from our Proxy Statement, which we expect to file on or about March [removed: 22, 2013] [added: 21, 2014] in connection with the Annual Meeting of Shareholders to be held May [removed: 10, 2013.][added: 9, 2014.]

Information with respect to this Item 14 is incorporated herein by reference from our Proxy Statement, which we expect to file on or about March [removed: 22, 2013] [added: 21, 2014] in connection with the Annual Meeting of Shareholders to be held May [removed: 10, 2013.][added: 9, 2014.]

| [Report of Independent Registered Public Accounting [removed: Firm](#sA5C039BD01C578A52E40439753DB916A)] [added: Firm](#s6019605B6C200A0BEA75E2D610885473)] | [removed: [F-1](#sA5C039BD01C578A52E40439753DB916A)] [added: [F-1](#s6019605B6C200A0BEA75E2D610885473)] |

| [Consolidated Balance Sheets as of December 31, [removed: 2012] [added: 2013] and [removed: 201](#s5C6DE2D61836CDCE19C743974AD8D178)1] [added: 2012](#s6176462E31100364D86AE2D5E2837F28)] | [removed: [F-2](#s5C6DE2D61836CDCE19C743974AD8D178)] [added: [F-2](#s6176462E31100364D86AE2D5E2837F28)] |

| [Consolidated Statements of Income and Comprehensive Income for the Years Ended December 31, [added: 2013,] 2012, [removed: 2011,] and [removed: 2010](#s6AE4F79079CCF54BC1B943974AD64B3C)] [added: 2011](#s7F2437527ED7782426B5E2D5E1A89354)] | [removed: [F-3](#s6AE4F79079CCF54BC1B943974AD64B3C)] [added: [F-3](#s7F2437527ED7782426B5E2D5E1A89354)] |

| [Consolidated Statements of Equity and Perpetual Preferred Units for the Years Ended December 31, [added: 2013,] 2012, [removed: 2011,] and [removed: 2010](#s605CBCAD7A31B8B0E2E343974AD5C70D)] [added: 2011](#sA43DE5738D5994A111E7E2D5E39CC1E0)] | [removed: [F-5](#s605CBCAD7A31B8B0E2E343974AD5C70D)] [added: [F-5](#sA43DE5738D5994A111E7E2D5E39CC1E0)] |

| [Consolidated Statements of Cash Flows for the Years Ended December 31, [added: 2013,] 2012, [removed: 2011,] and [removed: 2010](#s37F1A281B2F3F1D4BDCF43974B1197F3)] [added: 2011](#s552A4BFEB3C38E69F9D1E2D5E3EA504D)] | [removed: [F-7](#s37F1A281B2F3F1D4BDCF43974B1197F3)] [added: [F-7](#s552A4BFEB3C38E69F9D1E2D5E3EA504D)] |

| [Notes to Consolidated Financial [removed: Statements](#s629B0D6C106416B5F4CE4397546F97A1)] [added: Statements](#sF109071886F6E17C6948E2D611B1B77E)] | [removed: [F-9](#s629B0D6C106416B5F4CE4397546F97A1)] [added: [F-9](#sF109071886F6E17C6948E2D611B1B77E)] |

| [Schedule III – Real Estate and Accumulated [removed: Depreciation](#sA90A4AD9B9CD8C1CE97B4397575DBA09)] [added: Depreciation](#s53CA09E3DC3CB9B7E9D2E2D5E1691BCD)] | [removed: [S-1](#sA90A4AD9B9CD8C1CE97B4397575DBA09)] [added: [S-1](#s53CA09E3DC3CB9B7E9D2E2D5E1691BCD)] |

| 3.4 | | [removed: Second] [added: Third] Amended and Restated Bylaws of Camden Property Trust | | Exhibit [removed: 3.3] [added: 99.1] to Form [removed: 10-K for the year ended December 31, 1997] [added: 8-K filed on March 11, 2013] |

| [removed: 3.5] [added: 10.33] | | [removed: Amendment to] Second Amended and Restated [removed: Bylaws of] Camden Property Trust [added: Non-Qualified Deferred Compensation Plan] | | Exhibit [removed: 99.2] [added: 99.1] to Form 8-K filed on [removed: May 4, 2006] [added: February 21, 2014] |

| 4.6 | | Form of Camden Property Trust [removed: 5.375%] [added: 5.00%] Note due [removed: 2013] [added: 2015] | | Exhibit 4.2 to Form 8-K filed on [removed: December 9, 2003] [added: June 7, 2005] |

| 4.7 | | Form of Camden Property Trust [removed: 5.00%] [added: 5.700%] Note due [removed: 2015] [added: 2017] | | Exhibit [removed: 4.2] [added: 4.3] to Form 8-K filed on [removed: June] [added: May] 7, [removed: 2005] [added: 2007] |

| 4.8 | | Form of Camden Property Trust [removed: 5.700%] [added: 4.625%] Note due [removed: 2017] [added: 2021] | | Exhibit [removed: 4.3] [added: 4.4] to Form 8-K filed on May [removed: 7, 2007] [added: 31, 2011] |

| 4.9 | | Form of Camden Property Trust [removed: 4.625%] [added: 2.95%] Note due [removed: 2021] [added: 2022] | | Exhibit 4.4 to Form 8-K filed on [removed: May 31, 2011] [added: December 7, 2012] |

| 4.10 | | Form of Camden Property Trust [removed: 2.95%] [added: 4.875%] Note due [removed: 2022] [added: 2023] | | Exhibit [removed: 4.4] [added: 4.5] to Form 8-K filed on [removed: December 7, 2012] [added: May 31, 2011] |

| 4.11 | | Form of Camden Property Trust [removed: 4.875% Note] [added: 4.250% Notes] due [removed: 2023] [added: 2024] | | Exhibit [removed: 4.5] [added: 4.1] to Form 8-K filed on [removed: May 31, 2011] [added: December 2, 2013] |

| [removed: 10.8] [added: 10.7] | | Second Amended and Restated Employment Agreement, dated November 3, 2008, between Camden Property Trust and H. Malcolm Stewart | | Exhibit 99.1 to Form 8-K filed on November 4, 2008 |

| 10.30 | | Amendment No. 1 to 2011 Share Incentive Plan of Camden Property [removed: Trust] [added: Trust, dated as of July 31, 2012] | | Exhibit 99.1 to Form 8-K filed on August 6, 2012 |

| [removed: 10.31] [added: 10.32] | | Camden Property Trust Short Term Incentive Plan | | Exhibit 10.2 to Form 10-Q for the quarter ended March 31, 2002 |

| [removed: 10.35] [added: 10.34] | | 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) |

| [removed: 10.36] [added: 10.35] | | 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) |

| [removed: 10.37] [added: 10.36] | | Employment Agreement dated February 15, 1999, by and among William B. McGuire, Jr., Summit Properties Inc. and Summit Management Company, as restated on August 24, 2001 | | Exhibit 10.1 to Summit Properties Inc.’s Form 10-Q for the quarter ended September 30, 2001 (File No. 000-12792) |

| [removed: 10.38] [added: 10.37] | | Amendment Agreement, dated as of June 19, 2004, among William B. McGuire, Jr., Summit Properties Inc. and Summit Management Company | | Exhibit 10.8.2 to Summit Properties Inc.’s Form 10-Q for the quarter ended June 30, 2004 (File No. 001-12792) |

| [removed: 10.39] [added: 10.38] | | Amendment Agreement, dated as of June 19, 2004, among William F. Paulsen, Summit Properties Inc. and Summit Management Company | | Exhibit 10.8.2 to Summit Properties Inc.’s Form 10-Q for the quarter ended June 30, 2004 (File No. 001-12792) |

| [removed: 10.40] [added: 10.39] | | Separation Agreement, dated as of February 28, 2005, between Camden Property Trust and William B. McGuire, Jr. | | Exhibit 99.1 to Form 8-K filed on April 28, 2005 |

| [removed: 10.41] [added: 10.40] | | Separation Agreement, dated as of February 28, 2005, between Camden Property Trust and William F. Paulsen | | Exhibit 99.2 to Form 8-K filed on April 28, 2005 |

| [removed: 10.42] [added: 10.41] | | 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 |

| [removed: 10.43] [added: 10.42] | | 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 |

| [removed: 10.44] [added: 10.43] | | 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 |

| [removed: 10.45] [added: 10.44] | | 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 |

| [removed: 10.46] [added: 10.45] | | 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 |

| [removed: 10.47] [added: 10.46] | | 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 |

| [removed: 10.48] [added: 10.47] | | 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 |

| [removed: 10.49] [added: 10.48] | | 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, [removed: N.A.,] [added: 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 |

| 24.1 | | Powers of Attorney for [removed: 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 |

| February [removed: 15, 2013] [added: 21, 2014] | | | | CAMDEN PROPERTY TRUST | | |

| | | | | | | [added: Senior] Vice President — Chief Accounting Officer |

| /s/ Richard J. Campo | | Chairman of the Board of Trust | | February [removed: 15, 2013] [added: 21, 2014] |

| /s/ D. Keith Oden | | President and Trust Manager | | February [removed: 15, 2013] [added: 21, 2014] |

| /s/ [removed: Dennis M. Steen] [added: Alexander J. Jessett] | | Senior Vice President - [removed: Finance and] [added: Finance,] | | February [removed: 15, 2013] [added: 21, 2014] |

| [removed: Dennis M. Steen] [added: Alexander J. Jessett] | | Chief Financial Officer [added: and Treasurer] (Principal Financial Officer) | | |

| 10.8 | | Separation Agreement and General Release, dated as of May 9, 2013, between Camden Property Trust and Dennis M. Steen | | Exhibit 99.1 to Form 8-K filed May 10, 2013 |

| 10.31 | | Amendment No. 2 to the 2011 Share Incentive Plan of Camden Property Trust, dated as of July 30, 2013 | | Exhibit 99.1 to Form 8-K filed on August 5, 2013 |

| | | | | |

| *By: /s/ Alexander J. Jessett | | | | |

| Alexander J. Jessett Attorney-in-fact | | | | |

| February 21, 2014 |

| (in thousands, except per share amounts) | 2013 | | | | 2012 | | |

| | $ | 6,599,615 | | | $ | 6,339,451 | |

| Non-Qualified deferred compensation share awards | 47,180 | | | | — | | |

| Rental revenues | $ | 683,362 | | | $ | 602,004 | | | $ | 516,182 | |

| Other property revenues | 105,489 | | | | 96,314 | | | | 83,219 | | |

| Total property revenues | $ | 788,851 | | | $ | 698,318 | | | $ | 599,401 | |

| Property operating and maintenance | $ | 199,650 | | | $ | 185,720 | | | $ | 166,866 | |

| Real estate taxes | 86,041 | | | | 70,710 | | | | 63,346 | | |

| Total property expenses | $ | 285,691 | | | $ | 256,430 | | | $ | 230,212 | |

| Depreciation and amortization | 214,395 | | | | 194,673 | | | | 165,486 | | |

| Total other expenses | $ | 392,478 | | | $ | 373,254 | | | $ | 352,627 | |

| Income from continuing operations | $ | 155,616 | | | $ | 161,426 | | | $ | 17,509 | |

| Income from continuing operations | $ | 155,616 | | | $ | 161,426 | | | $ | 17,509 | |

| Less income allocated to non-controlling interests from continuing operations | (4,022 | | ) | | (4,459 | | ) | | (3,126 | | ) |

| Less income allocated to non-controlling interests from continuing operations | (4,022 | | ) | | (4,459 | | ) | | (3,126 | | ) |

| Less income, including gain on sale, allocated to non-controlling interests from discontinued operations | (5,905 | | ) | | (3,200 | | ) | | (456 | | ) |

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

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

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

| Equity, December 31, 2012 | $ | 962 | | | $ | 3,587,505 | | | $ | (598,951 | ) | | $ | (425,355 | ) | | $ | (1,062 | ) | | $ | 63,609 | | | $ | 2,626,708 | |

| Net income | | | | | | | | | 336,364 | | | | | | | | | | | | 9,927 | | | | 346,291 | | |

| Common shares issued (555 shares) | 6 | | | | 40,038 | | | | | | | | | | | | | | | | | | | | 40,044 | | |

| Net share awards | (1 | | ) | | 4,921 | | | | | | | | 12,658 | | | | | | | | | | | | 17,578 | | |

| Common share options exercised | | | | | 841 | | | | | | | | 2,001 | | | | | | | | | | | | 2,842 | | |

| Change in redemption value of non-qualified share awards | | | | | | | | | (9,575 | | ) | | | | | | | | | | | | | | (9,575 | | ) |

| Diversification of share awards within deferred compensation plan | | | | | 221 | | | | 132 | | | | | | | | | | | | | | | | 353 | | |

| Cash distributions declared to equity holders ($2.52 per share) | | | | | | | | | (222,137 | | ) | | | | | | | | | | (4,787 | | ) | | (226,924 | | ) |

| Equity, December 31, 2013 | $ | 967 | | | $ | 3,596,069 | | | $ | (494,167 | ) | | $ | (410,227 | ) | | $ | (1,106 | ) | | $ | 68,645 | | | $ | 2,760,181 | |

| Amortization of deferred financing costs | 3,548 | | | | 3,608 | | | | 5,877 | | |

| Increase in non-real estate assets | (17,497 | | ) | | (4,787 | | ) | | (2,422 | | ) |

| Other | 586 | | | | (4,050 | | ) | | (1,566 | | ) |

| Net change in redemption of non-qualified share awards | 9,443 | | | | — | | | | — | | |

Acquisitions of Real Estate.

The carrying values of below market leases and in-place leases at December 31, 2013 and 2012 are as follows:

| | |

| --- | --- |

| 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 |

| 10.32 | | 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 |

| 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 |

| *By: /s/ Dennis M. Steen | | | | |

| Dennis M. Steen Attorney-in-fact | | | | |

| February 15, 2013 |

| | 6,339,451 | | | | 5,519,670 | | |

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

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

| 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 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 | | |

| Depreciation and amortization | 203,077 | | | | 171,127 | | | | 161,760 | | |

| Total other expenses | 381,694 | | | | 358,268 | | | | 358,921 | | |

| Impairment provision on technology investment | — | | | | — | | | | (1,000 | | ) |

| Income from continuing operations | 169,337 | | | | 23,625 | | | | 7,526 | | |

| Income from continuing operations | $ | 169,337 | | | $ | 23,625 | | | $ | 7,526 | |

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

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

| 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 | | |

| Common shares issued (4,868 shares) | 49 | | | | 231,602 | | | | | | | | | | | | | | | | | | | | | | | | 231,651 | | | | | | |

| Net share awards | 4 | | | | 11,609 | | | | | | | | | | | | | | | | | | | | | | | | 11,613 | | | | | | |

| Repayment of employee notes receivable, net | | | | | | | | | | | | | 101 | | | | | | | | | | | | | | | | 101 | | | | | | |

| Cash distributions declared to equity holders ($1.80 per share) | | | | | | | | | (125,962 | | ) | | | | | | | | | | | | | | (5,046 | | ) | | (131,008 | | ) | | | | |

| Common share options exercised (68 shares) | | | | | 5,216 | | | | | | | | | | | | 7,106 | | | | | | | | | | | | 12,322 | | | | | | |

| Other | (1 | | ) | | 1 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Equity, December 31, 2011 | $ | 845 | | | $ | 2,901,024 | | | $ | (690,466 | ) | | $ | — | | | $ | (452,003 | ) | | $ | (683 | ) | | $ | 69,051 | | | $ | 1,827,768 | | | $ | 97,925 | |

| Impairment provision on technology investment | — | | | | — | | | | 1,000 | | |

| Proceeds from sale of available-for-sale investment | — | | | | 4,510 | | | | — | | |

| Other | (8,837 | | ) | | (3,988 | | ) | | 1,872 | | |

| Conversion of mezzanine notes to joint venture equity | — | | | | — | | | | 43,279 | | |

| Change of fair value of available-for-sale investments, net of tax | — | | | | — | | | | 3,306 | | |

| Real estate assets | — | | | | — | | | | 238,885 | | |