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, 2013 and 2012	F-2
Consolidated Statements of Income and Comprehensive Income for the Years Ended December 31, 2013, 2012, and 2011	F-3
Consolidated Statements of Equity and Perpetual Preferred Units for the Years Ended December 31, 2013, 2012, and 2011	F-5
Consolidated Statements of Cash Flows for the Years Ended December 31, 2013, 2012, and 2011	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		Third Amended and Restated Bylaws of Camden Property Trust		Exhibit 99.1 to Form 8-K filed on March 11, 2013
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

Exhibit No.		Description		Filed Herewith or Incorporated Herein by Reference (1)
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
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 5.00% Note due 2015		Exhibit 4.2 to Form 8-K filed on June 7, 2005
4.7		Form of Camden Property Trust 5.700% Note due 2017		Exhibit 4.3 to Form 8-K filed on May 7, 2007
4.8		Form of Camden Property Trust 4.625% Note due 2021		Exhibit 4.4 to Form 8-K filed on May 31, 2011
4.9		Form of Camden Property Trust 2.95% Note due 2022		Exhibit 4.4 to Form 8-K filed on December 7, 2012
4.10		Form of Camden Property Trust 4.875% Note due 2023		Exhibit 4.5 to Form 8-K filed on May 31, 2011
4.11		Form of Camden Property Trust 4.250% Notes due 2024		Exhibit 4.1 to Form 8-K filed on December 2, 2013
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		Second Amended and Restated Employment Agreement, dated November 3, 2008, between Camden Property Trust and H. Malcolm Stewart		Exhibit 99.1 to Form 8-K filed on November 4, 2008
10.8		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
10.9		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

Exhibit No.		Description		Filed Herewith or Incorporated Herein by Reference (1)
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
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

Exhibit No.		Description		Filed Herewith or Incorporated Herein by Reference (1)
10.30		Amendment No. 1 to 2011 Share Incentive Plan of Camden Property Trust, dated as of July 31, 2012		Exhibit 99.1 to Form 8-K filed on August 6, 2012
10.31		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
10.32		Camden Property Trust Short Term Incentive Plan		Exhibit 10.2 to Form 10-Q for the quarter ended March 31, 2002
10.33		Second Amended and Restated Camden Property Trust Non-Qualified Deferred Compensation Plan		Exhibit 99.1 to Form 8-K filed on February 21, 2014
10.34		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)
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)
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)
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)
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)
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
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
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
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
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
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

Exhibit No.		Description		Filed Herewith or Incorporated Herein by Reference (1)
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
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
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
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, 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 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 21, 2014				CAMDEN PROPERTY TRUST
				By:		/s/ Michael P. Gallagher
						Michael P. Gallagher
						Senior 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 21, 2014
Richard J. Campo		Managers and Chief Executive Officer (Principal Executive Officer)
/s/ D. Keith Oden		President and Trust Manager		February 21, 2014
D. Keith Oden
/s/ Alexander J. Jessett		Senior Vice President - Finance,		February 21, 2014
Alexander J. Jessett		Chief Financial Officer and Treasurer (Principal Financial Officer)
/s/ Michael P. Gallagher		Senior Vice President - Chief Accounting		February 21, 2014
Michael P. Gallagher		Officer (Principal Accounting Officer)
*
Scott S. Ingraham		Trust Manager		February 21, 2014
*
Lewis A. Levey		Trust Manager		February 21, 2014
*
William B. McGuire, Jr.		Trust Manager		February 21, 2014
*
F. Gardner Parker		Trust Manager		February 21, 2014
*
William F. Paulsen		Trust Manager		February 21, 2014
*
Frances Aldrich Sevilla-Sacasa		Trust Manager		February 21, 2014
*
Steven A. Webster		Trust Manager		February 21, 2014
*
Kelvin R. Westbrook		Trust Manager		February 21, 2014
*By: /s/ Alexander J. Jessett
Alexander J. Jessett 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, 2013 and 2012, 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, 2013. 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, 2013 and 2012, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2013, 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, 2013, based on the criteria established in Internal Control—Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 21, 2014 expressed an unqualified opinion on the Company's internal control over financial reporting.

/s/ DELOITTE & TOUCHE LLP
Houston, Texas
February 21, 2014

F-1

CAMDEN PROPERTY TRUST

CONSOLIDATED BALANCE SHEETS

	December 31,
(in thousands, except per share amounts)	2013				2012
Assets
Real estate assets, at cost
Land	$	969,711			$	949,777
Buildings and improvements	5,629,904				5,389,674
	$	6,599,615			$	6,339,451
Accumulated depreciation	(1,643,713		)		(1,518,896		)
Net operating real estate assets	$	4,955,902			$	4,820,555
Properties under development, including land	472,566				334,463
Investments in joint ventures	42,155				45,092
Properties held for sale	—				30,517
Total real estate assets	$	5,470,623			$	5,230,627
Accounts receivable – affiliates	27,724				33,625
Other assets, net	109,401				88,260
Cash and cash equivalents	17,794				26,669
Restricted cash	6,599				5,991
Total assets	$	5,632,141			$	5,385,172
Liabilities and equity
Liabilities
Notes payable
Unsecured	$	1,588,798			$	1,538,212
Secured	941,968				972,256
Accounts payable and accrued expenses	113,307				101,896
Accrued real estate taxes	35,648				28,452
Distributions payable	56,787				49,969
Other liabilities	88,272				67,679
Total liabilities	$	2,824,780			$	2,758,464
Commitments and contingencies
Non-Qualified deferred compensation share awards	47,180				—
Equity
Common shares of beneficial interest; $0.01 par value per share; 175,000 shares authorized; 99,645 and 99,106 issued; 96,660 and 96,201 outstanding at December 31, 2013 and 2012, respectively	967				962
Additional paid-in capital	3,596,069				3,587,505
Distributions in excess of net income attributable to common shareholders	(494,167		)		(598,951		)
Treasury shares, at cost (11,352 and 11,771 common shares, at December 31, 2013 and 2012, respectively)	(410,227		)		(425,355		)
Accumulated other comprehensive loss	(1,106		)		(1,062		)
Total common equity	$	2,691,536			$	2,563,099
Non-controlling interests	68,645				63,609
Total equity	$	2,760,181			$	2,626,708
Total liabilities and equity	$	5,632,141			$	5,385,172

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)	2013				2012				2011
Property revenues
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 expenses
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
Non-property income
Fee and asset management	$	11,690			$	12,345			$	9,973
Interest and other income (loss)	1,217				(710		)		4,649
Income on deferred compensation plans	8,290				4,772				6,773
Total non-property income	$	21,197			$	16,407			$	21,395
Other expenses
Property management	$	21,774			$	21,796			$	20,686
Fee and asset management	5,756				6,631				5,935
General and administrative	40,586				37,528				35,456
Interest	98,129				104,246				112,414
Depreciation and amortization	214,395				194,673				165,486
Amortization of deferred financing costs	3,548				3,608				5,877
Expense on deferred compensation plans	8,290				4,772				6,773
Total other expenses	$	392,478			$	373,254			$	352,627
Gain on acquisition of controlling interest in joint ventures	—				57,418				—
Gain on sale of properties, including land	698				—				4,748
Gain on sale of unconsolidated joint venture interests	—				—				1,136
Loss on discontinuation of hedging relationship	—				—				(29,791		)
Equity in income of joint ventures	24,865				20,175				5,679
Income from continuing operations before income taxes	$	157,442			$	162,634			$	19,729
Income tax expense – current	(1,826		)		(1,208		)		(2,220		)
Income from continuing operations	$	155,616			$	161,426			$	17,509
Income from discontinued operations	8,515				17,406				17,831
Gain on sale of discontinued operations, net of tax	182,160				115,068				24,621
Net income	$	346,291			$	293,900			$	59,961
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		)
Less income allocated to perpetual preferred units	—				(776		)		(7,000		)
Less write off of original issuance costs of redeemed perpetual preferred units	—				(2,075		)		—
Net income attributable to common shareholders	$	336,364			$	283,390			$	49,379

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)	2013				2012				2011
Earnings per share – basic
Income from continuing operations attributable to common shareholders	$	1.70			$	1.81			$	0.09
Income from discontinued operations, including gain on sale, attributable to common shareholders	2.12				1.54				0.58
Net income attributable to common shareholders	$	3.82			$	3.35			$	0.67
Earnings per share – diluted
Income from continuing operations attributable to common shareholders	$	1.69			$	1.79			$	0.09
Income from discontinued operations, including gain on sale, attributable to common shareholders	2.09				1.51				0.57
Net income attributable to common shareholders	$	3.78			$	3.30			$	0.66
Weighted average number of common shares outstanding – basic	87,204				83,772				72,756
Weighted average number of common shares outstanding – diluted	88,494				85,556				73,462
Net income attributable to common shareholders
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 perpetual preferred units	—				(776		)		(7,000		)
Less write off original issuance costs of redeemed perpetual preferred units	—				(2,075		)		—
Income from continuing operations attributable to common shareholders	$	151,594			$	154,116			$	7,383
Income from discontinued operations, including gain on sale	$	190,675			$	132,474			$	42,452
Less income, including gain on sale, allocated to non-controlling interests from discontinued operations	(5,905		)		(3,200		)		(456		)
Income from discontinued operations, including gain on sale, attributable to common shareholders	$	184,770			$	129,274			$	41,996
Net income attributable to common shareholders	$	336,364			$	283,390			$	49,379
Consolidated Statements of Comprehensive Income
Net income	$	346,291			$	293,900			$	59,961
Other comprehensive income
Unrealized loss on cash flow hedging activities	—				—				(2,692		)
Reclassification of net losses on cash flow hedging activities	—				—				39,657
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	54				30				—
Unrealized loss and unamortized prior service cost on post retirement obligation	(99		)		(409		)		(884		)
Comprehensive income	$	346,246			$	293,521			$	92,736
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		)
Less income allocated to perpetual preferred units	—				(776		)		(7,000		)
Less write off of original issuance costs of redeemed perpetual preferred units	—				(2,075		)		—
Comprehensive income attributable to common shareholders	$	336,319			$	283,011			$	82,154

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				Treasury shares, at cost				Accumulated other comprehensive loss				Non-controlling interests				Total equity				Perpetual preferred units
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
Net income									283,390												7,659				291,049				2,851
Other comprehensive loss																	(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-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
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
Other comprehensive loss																	(44		)						(44		)
Common shares issued (555 shares)	6				40,038																				40,044
Net share awards	(1		)		4,921								12,658												17,578
Employee share purchase plan					449								469												918
Common share options exercised					841								2,001												2,842
Change in classification of deferred compensation plan					(37,958		)																		(37,958		)
Change in redemption value of non-qualified share awards									(9,575		)														(9,575		)
Diversification of share awards within deferred compensation plan					221				132																353
Conversions and redemptions of operating partnership units (2 shares)	—				52																(104		)		(52		)
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

See Notes to Consolidated Financial Statements.

F-6

CAMDEN PROPERTY TRUST

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year Ended December 31,
(in thousands)	2013				2012				2011
Cash flows from operating activities
Net income	$	346,291			$	293,900			$	59,961
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization	219,650				209,872				181,791
Gain on acquisition of controlling interest in joint ventures	—				(57,418		)		—
Gain on sale of discontinued operations, net of tax	(182,160		)		(115,068		)		(24,621		)
Gain on sale of properties, including land	(698		)		—				(4,748		)
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
Distributions of income from joint ventures	8,884				6,321				5,329
Equity in income of joint ventures	(24,865		)		(20,175		)		(5,679		)
Share-based compensation	14,063				13,086				12,039
Amortization of deferred financing costs	3,548				3,608				5,877
Net change in operating accounts and other	19,578				(9,859		)		(9,469		)
Net cash from operating activities	$	404,291			$	324,267			$	244,834
Cash flows from investing activities
Development and capital improvements	$	(356,815	)		$	(290,728	)		$	(227,755	)
Acquisition of operating properties, including joint venture interests, net of cash acquired	(224,109		)		(465,400		)		—
Proceeds from sales of properties, including land and discontinued operations	329,441				226,869				57,312
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
Investments in joint ventures	(1,886		)		(7,006		)		(46,037		)
Distributions of investments from joint ventures	11,295				17,417				6,005
Increase in non-real estate assets	(17,497		)		(4,787		)		(2,422		)
Other	586				(4,050		)		(1,566		)
Net cash from investing activities	$	(258,985	)		$	(527,685	)		$	(187,364	)

See Notes to Consolidated Financial Statements.

F-7

CAMDEN PROPERTY TRUST

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

	Year Ended December 31,
(in thousands)	2013				2012				2011
Cash flows from financing activities
Borrowings on unsecured line of credit and other short-term borrowings	$	952,900			$	603,000			$	8,000
Repayments on unsecured line of credit and other short-term borrowings	(952,900		)		(603,000		)		(8,000		)
Repayment of notes payable	(230,288		)		(567,575		)		(627,623		)
Proceeds from notes payable	249,535				346,308				495,705
Proceeds from issuance of common shares	40,044				693,355				106,571
Distributions to common shareholders, perpetual preferred units, and non-controlling interests	(220,083		)		(189,018		)		(152,242		)
Redemption of perpetual preferred units	—				(100,000		)		—
Purchase of non-controlling interests	—				(16,482		)		—
Payment of deferred financing costs	(3,165		)		(3,737		)		(9,288		)
Common share options exercised	2,458				13,038				11,397
Net decrease (increase) in accounts receivable – affiliates	5,901				(2,586		)		860
Other	1,417				1,625				1,734
Net cash from financing activities	$	(154,181	)		$	174,928			$	(172,886	)
Net decrease in cash and cash equivalents	(8,875		)		(28,490		)		(115,416		)
Cash and cash equivalents, beginning of year	26,669				55,159				170,575
Cash and cash equivalents, end of year	$	17,794			$	26,669			$	55,159
Supplemental information
Cash paid for interest, net of interest capitalized	$	98,101			$	106,405			$	114,615
Cash paid for income taxes	2,114				1,561				2,664
Supplemental schedule of noncash investing and financing activities
Distributions declared but not paid	$	56,787			$	49,969			$	39,364
Value of shares issued under benefit plans, net of cancellations	20,195				20,933				18,629
Net change in redemption of non-qualified share awards	9,443				—				—
Conversion of operating partnership units to common shares	71				9,143				592
Accrual associated with construction and capital expenditures	21,071				18,993				16,754
Acquisition of operating properties, including joint venture interests:
Mortgage debt assumed	—				298,807				—
Other liabilities assumed	—				6,976				—

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, redevelopment, acquisition, and construction of multifamily apartment communities. Our multifamily apartment communities are referred to as “communities,” “multifamily communities,” “properties,” or “multifamily properties” in the following discussion. As of December 31, 2013, we owned interests in, operated, or were developing 184 multifamily properties comprised of 64,328 apartment homes across the United States. Of the 184 properties, 14 properties were under construction, and when completed will consist of a total of 4,354 apartment homes. 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.

2. Summary of Significant Accounting Policies

Principles of Consolidation. Our consolidated financial statements include our accounts and the accounts of other subsidiaries and joint ventures (including partnerships and limited liability companies) over which we have control. All intercompany transactions, balances, and profits have been eliminated in consolidation. Investments acquired or created are evaluated based on the accounting guidance relating to variable interest entities (“VIEs”), which requires the consolidation of VIEs in which we are considered to be the primary beneficiary. If the investment is determined not to be a VIE, then the investment is evaluated for consolidation (primarily using a voting interest model) 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.

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

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

	December 31,
(in millions)	2013				2012
Below market leases (Gross carrying value)	$	0.4			$	0.9
Accumulated amortization	(0.2		)		(0.2		)
Value of below market leases, net	$	0.2			$	0.7
In-place leases (Gross carrying value)	$	2.3			$	4.1
Accumulated amortization	(1.1		)		(1.5		)
Value of in-place leases, net	$	1.2			$	2.6

The average amortization period of below market leases and in-place leases for each of the years ended December 31, 2013 and 2012 was approximately six months.

Revenues recognized related to below market leases and amortization expense related to in-place leases for the years ended December 31, 2013, 2012 and 2011 are as follows:

		December 31,
(in millions)		2013				2012				2011
Revenues related to below market leases		$	1.1			$	1.4			$	—
Amortization of in-place leases		$	5.6			$	13.1			$	3.9

F-9

The unamortized value of the below market leases and in-place leases will be fully amortized during the year ended December 31, 2014.

Asset Impairment. Long-lived assets are reviewed for impairment annually or whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Impairment may exist if estimated future undiscounted cash flows associated with long-lived assets are not sufficient to recover the carrying value of such assets. We consider projected future discounted and undiscounted cash flows, trends, strategic decisions regarding future development plans, and other factors in our assessment of whether impairment conditions exist. While we believe our estimates of future cash flows are reasonable, different assumptions regarding a number of factors, including market rents, economic conditions, and occupancies could significantly affect these estimates. In estimating fair value, management uses appraisals, management estimates, and discounted cash flow calculations which maximize inputs from a marketplace participant’s perspective. When impairment exists, the long-lived asset is adjusted to its fair value. In addition, we evaluate our equity investments in joint ventures and if we believe there is an other than temporary decline in market value of our investment below our carrying value, we will record an impairment charge. We did not record any impairment charges for the years ended December 31, 2013, 2012 or 2011.

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.

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 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 $15.4 million, $12.5 million, and $8.8 million for the years ended December 31, 2013, 2012, and 2011, respectively. Capitalized real estate taxes were approximately $3.0 million, $2.8 million, and $1.4 million for the years ended December 31, 2013, 2012, and 2011, 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.

We also incur expenditures related to renovation and construction of office space we lease and we capitalize these leasehold improvements as furniture, fixtures, equipment and other. We depreciate these costs using the straight-line method over the shorter of the lease term or the useful life of the improvement. During the third quarter of 2013, we relocated our corporate headquarters. In conjunction with this relocation, we capitalized approximately $12.2 million related to leasehold improvements which will be depreciated over the life of our new lease.

F-10

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

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

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 transaction. 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 of joint ventures.

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

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

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

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

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

Recurring Fair Value Disclosures. The valuation methodology we use to measure our deferred compensation plan investments is based on quoted market prices utilizing public information for the same transactions. Our deferred compensation plan investments are recorded at fair value on a recurring basis and included in other assets in our consolidated balance sheets.

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. 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 generally 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. We operate in a single reportable segment which includes the ownership, management, development, redevelopment, acquisition, and construction of multifamily apartment communities. Each of our operating properties is considered a separate operating segment as each property earns revenues and incurs expenses, individual operating results are reviewed and discrete financial information is available. We do not distinguish or group our consolidated operations based on geography, size or type. Our multifamily apartment communities have similar economic characteristics and provide similar products and services to our residents. Further, all material operations are within the United States and no multifamily apartment community comprises more than 10% of consolidated revenues. As a result, our operating properties are aggregated into a single reportable segment. Our multifamily communities generate rental revenue and other income through the leasing of apartment homes, which comprised approximately 98% of our total property revenues and total non-property income, excluding income on deferred compensation plans, for each of the years ended December 31, 2013, 2012, and 2011.

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. 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.

F-12

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 2.1 million, 2.3 million, and 4.0 million for the years ended December 31, 2013, 2012, and 2011, respectively. These securities, which include common share options and share awards granted and units convertible into common shares, were excluded from the diluted earnings per share calculation as they are anti-dilutive.

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

		Year Ended December 31,
(in thousands, except per share amounts)		2013				2012				2011
Earnings per share calculation – basic
Income from continuing operations attributable to common shareholders		$	151,594			$	154,116			$	7,383
Amount allocated to participating securities		(3,177		)		(2,784		)		(551		)
Income from continuing operations attributable to common shareholders, net of amount allocated to participating securities		$	148,417			$	151,332			$	6,832
Income from discontinued operations, including gain on sale, attributable to common shareholders		184,770				129,274				41,996
Net income attributable to common shareholders, as adjusted		$	333,187			$	280,606			$	48,828
Income from continuing operations attributable to common shareholders,as adjusted – per share		$	1.70			$	1.81			$	0.09
Income from discontinued operations, including gain on sale, attributable to common shareholders – per share		2.12				1.54				0.58
Net income attributable to common shareholders, as adjusted – per share		$	3.82			$	3.35			$	0.67
Weighted average number of common shares outstanding – basic		87,204				83,772				72,756

F-13

		Year Ended December 31,
(in thousands, except per share amounts)		2013				2012				2011
Earnings per share calculation – diluted
Income from continuing operations attributable to common shareholders, net of amount allocated to participating securities		$	148,417			$	151,332			$	6,832
Income allocated to common units from continuing operations		1,133				1,984				—
Income from continuing operations attributable to common shareholders, as adjusted		$	149,550			$	153,316			$	6,832
Income from discontinued operations, including gain on sale, attributable to common shareholders		184,770				129,274				41,996
Net income attributable to common shareholders, as adjusted		$	334,320			$	282,590			$	48,828
Income from continuing operations attributable to common shareholders, as adjusted – per share		$	1.69			$	1.79			$	0.09
Income from discontinued operations, including gain on sale, attributable to common shareholders – per share		2.09				1.51				0.57
Net income attributable to common shareholders, as adjusted – per share		$	3.78			$	3.30			$	0.66
Weighted average number of common shares outstanding – basic		87,204				83,772				72,756
Incremental shares issuable from assumed conversion of:
Common share options and share awards granted		476				647				706
Common units		814				1,137				—
Weighted average number of common shares outstanding – diluted		88,494				85,556				73,462

4. Common Shares

In May 2012, we created an at-the-market ("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. The net proceeds for the year ended December 31, 2013 were used for general corporate purposes, which included funding for development and capital improvement projects.

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

	Year Ended December 31,
	2013				2012
Total net consideration	$	40,044.1			$	173,607.5
Common shares sold	555.1				2,607.9
Average price per share	$	73.73			$	67.63

As of the date of this filing, we had common shares having an aggregate offering price of up to $82.7 million remaining available for sale under the 2012 ATM program. No additional shares were sold subsequent to December 31, 2013 through the date of this filing.

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 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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In March 2010, 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 $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. The net proceeds during 2011 from the 2010 ATM program were used for general corporate purposes.

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
Total net consideration	$	128,128.0			$	106,570.6
Common shares sold	1,971.4				1,751.0
Average price per share	$	66.01			$	61.95

We currently have an automatic shelf registration statement which allows us to offer, from time to time, common shares, preferred shares, debt securities, or warrants. Our Amended and Restated Declaration of Trust provides we may issue up to 185 million shares of beneficial interest, consisting of 175 million common shares and 10 million preferred shares. At December 31, 2013, we had approximately 85.3 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, 2013, approximately 8% of our multifamily apartment homes were held in Camden Operating, L.P (“Camden Operating” or the “operating partnership”). Camden Operating has 11.9 million outstanding common limited partnership units and as of December 31, 2013, we held 92.1% of the outstanding common limited partnership units and the sole 1% general partnership interest of the operating partnership. The remaining common limited partnership units, comprising approximately 0.8 million units, are primarily held by former officers, directors, and investors of Paragon Group, Inc., which we acquired in 1997. Each common limited partnership unit is redeemable for one common share of Camden 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 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.

At December 31, 2013, approximately 26% of our multifamily apartment homes were held in Camden Summit Partnership, L.P. (the “Camden Summit Partnership”). The Camden Summit Partnership has 22.8 million outstanding common limited partnership units and as of December 31, 2013, we held 94.2% of the outstanding 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”), which 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.

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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, franchise, margin, 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 excise taxes in the consolidated statements of income and comprehensive income for the years ended December 31, 2013, 2012 and 2011 as income tax expense. Income taxes for the years ended December 31, 2013, 2012 and 2011, primarily related to state income tax and federal taxes on certain of our taxable REIT subsidiaries. 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. We have no significant temporary differences or tax credits associated with our taxable REIT subsidiaries.

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The reconciliation of net income to REIT taxable income is set forth in the following table:

		Year Ended December 31,
(in thousands)		2013				2012				2011
Net income		$	346,291			$	293,900			$	59,961
Less income attributable 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		)
Less income allocated to perpetual preferred units		—				(776		)		(7,000		)
Less write off of original issuance costs of redeemed perpetual preferred units		—				(2,075		)		—
Net income attributable to common shareholders		$	336,364			$	283,390			$	49,379
(Income) loss from taxable REIT subsidiaries included above		(2,940		)		3,323				539
Net income from REIT operations		$	333,424			$	286,713			$	49,918
Book depreciation and amortization, including discontinued operations		223,198				213,479				188,042
Tax depreciation and amortization		(204,059		)		(171,060		)		(155,636		)
Book/tax difference on gains/losses from capital transactions		(86,358		)		(63,832		)		(4,315		)
Other book/tax differences, net		(9,427		)		(40,961		)		8,205
REIT taxable income		$	256,778			$	224,339			$	86,214
Dividends paid deduction		(256,778		)	(1)	(224,339		)	(2)	(143,657		)
Dividends paid in excess of taxable income		$	—			$	—			$	(57,443	)

(1) The dividends paid deduction includes estimated designated dividends from 2014 of approximately $62.1 million.

(2) We borrowed approximately $26.6 million from 2013 for designated dividends in 2012.

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

		Year Ended December 31,
		2013				2012				2011
Common Share Distributions
Ordinary income		$	1.40			$	0.96			$	1.08
Long-term capital gain		0.76				0.64				0.13
Unrecaptured Sec. 1250 gain		0.36				0.64				0.23
Return of capital		—				—				0.52
Total		$	2.52			$	2.24			$	1.96
Percentage of distributions representing tax preference items		4.95		%		5.72		%		2.83		%

We have taxable REIT subsidiaries which are subject to federal and state income taxes. At December 31, 2013, our taxable REIT subsidiaries had net operating loss carryforwards (“NOL’s”) of approximately $16.3 million which expire in years 2030 to 2033. Because NOL’s are subject to certain change of ownership, continuity of business, and separate return year limitations, and because we believe it is unlikely the available NOL’s will be utilized or if utilized, any amounts will 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, 2013 exceeded the tax basis by approximately $1.2 billion.

Income Tax Expense – Current. For the tax years ended December 31, 2013, 2012, and 2011, we had current income tax expense of approximately $1.8 million, $1.2 million, and $2.2 million, respectively. Income tax for the year ended December 31, 2013 and 2012 was comprised mainly of state income tax, 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 state income tax, and federal income tax related to another one of our taxable REIT subsidiaries.

Income Tax Expense – Deferred. For the years ended December 31, 2013, 2012, and 2011, our deferred tax expense was not significant.

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The Company and its subsidiaries’ income tax returns are subject to examination by federal, state and local tax jurisdictions for years 2010 through 2012. Net income tax loss carry forwards and other tax attributes generated in years prior to 2010 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 2013. We believe we have no uncertain tax positions or unrecognized tax benefits requiring disclosure as of and for the periods presented.

7. Acquisitions and Discontinued Operations

Acquisitions of operating properties. During the year ended December 31, 2013, we completed the acquisition of three operating properties as follows:

Acquisitions of Operating Properties		Location		Number of Apartment Homes		Date of Acquisition		Purchase Price
Camden Post Oak		Houston, TX		356		4/10/2013		$108.5
Camden Sotelo		Tempe, AZ		170		9/11/2013		34.0
Camden Vantage		Atlanta, GA		592		9/18/2013		82.5
Consolidated total				1,118				$225.0

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 12 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 acquisition/consolidation of the operating properties described above as of the respective acquisition/consolidation dates (in millions):

		2013				2012
Assets acquired:
	Buildings and improvements	$	192.0			$	622.9
	Land	29.5				174.6
	Cash	—				3.9
	Restricted cash	—				0.7
	Intangible and other assets	4.5				16.0
Total assets acquired (1)		$	226.0			$	818.1
Liabilities assumed:
	Mortgage debt (2)	$	—			$	298.8
	Other liabilities	1.9				8.2
Total liabilities assumed		$	1.9			$	307.0
	Net assets acquired	$	224.1			$	511.1

(1) Represents 100% of the fair value of assets of operating properties acquired which includes our previously held investments in the joint ventures acquired in 2012. Upon acquisition, we revalued our investments in these joint ventures which resulted in a fair value adjustment of assets of approximately $42.1 million for the year ended December 31, 2012.

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

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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 operating properties acquired in 2013 as discussed above contributed revenues of approximately $10.8 million and property expenses of approximately $4.5 million from their respective acquisition dates through December 31, 2013. The 13 former joint ventures and seven operating properties acquired in 2012 contributed revenues of approximately $52.8 million and property expenses of approximately $21.0 million from their respective acquisition/consolidation dates through December 31, 2012. Operating properties from three of these former joint ventures acquired in 2012 were sold during the fourth quarter of 2013. The operating properties sold contributed revenues and property expenses of approximately $6.4 million and $3.1 million, respectively, from their respective acquisition dates through December 31, 2012, and is included in income from discontinued operations disclosed below.

The following unaudited pro forma summary presents consolidated information assuming the acquisitions of the 10 remaining former joint ventures and seven operating properties acquired in 2012, 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 acquisition dates through the end of the periods.

		Pro Forma Year Ended December 31,
(in thousands)		2012				2011
		(unaudited)
Property revenues		$	727,152			$	668,498
Property expenses		266,795				257,225
		$	460,357			$	411,273

Acquisitions of land. During June 2013, we acquired approximately 38.8 acres in three land parcels located in Scottsdale, Chandler, and Tempe, Arizona for approximately $25.8 million. During the year ended December 31, 2012, we acquired approximately 22.6 acres in four land parcels located in Dallas, Texas, Austin, Texas, Plantation, Florida, and Charlotte, North Carolina for approximately $33.6 million. In January 2014, we acquired approximately 2.9 acres of land located in Houston, Texas for approximately $15.6 million.

Acquisitions of non-controlling ownership interests. 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 15, "Non-controlling interests" for the effect of changes in ownership interests of these joint ventures on the equity attributable to common shareholders.

Discontinued Operations. For the years ended December 31, 2013, 2012 and 2011, income from discontinued operations included the results of operations of 12 operating properties, comprised of 3,931 apartment homes, sold during 2013. For the years ended December 31, 2012 and 2011, income from discontinued operations also included the results of operations of 11 operating properties, comprised of 3,213 apartment homes, sold during 2012. For the year ended December 31, 2011, income from discontinued operations also included the results of operations of two operating properties, comprised of 788 apartment homes, sold in December 2011.

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

		Year Ended December 31,
(in thousands)		2013				2012				2011
Property revenues		$	24,322			$	60,198			$	65,673
Property expenses		(10,552		)		(27,557		)		(31,163		)
		$	13,770			$	32,641			$	34,510
Interest		—				(36		)		—
Depreciation and amortization		(5,255		)		(15,199		)		(16,679		)
Income from discontinued operations		$	8,515			$	17,406			$	17,831
Gain on sale of discontinued operations, net of tax		$	182,160			$	115,068			$	24,621

During the year ended December 31, 2013, we sold two land holdings comprised of an aggregate of approximately 3.7 acres located adjacent to current development 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.

8. Investments in Joint Ventures

Our equity investments in unconsolidated joint ventures, which we account for utilizing the equity method of accounting, consisted of two, four, and 17 joint ventures for the years ended December 31, 2013, 2012 and 2011, respectively. The two joint ventures in which we held an equity investment at December 31, 2013 are two discretionary investment funds (the "funds"), in which we have a 20% ownership. We provide property management services to 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 the combined basis balance sheet and statement of income data for the unconsolidated joint ventures as of and for the periods presented:

(in millions)	2013				2012
Total assets	$	790.2			$	917.8
Total third-party debt	530.7				712.7
Total equity	229.6				165.2

	2013				2012					2011
Total revenues (1)	$	98.6			$	95.9		(2	)	$	95.9		(2	)
Gain on sale of operating properties, net of tax	112.4				49.7					17.4
Net income (loss)	120.7				50.5					(3.2		)
Equity in income (3)	24.9				20.2					5.7

(1)

Excludes approximately $20.6 million, $36.0 million, and $30.8 million of revenues for the years ended December 31, 2013, 2012, and 2011, respectively, related to discontinued operations from the sale of 16 operating properties within two of our unconsolidated joint ventures during 2013 and one operating property held for sale within one of our unconsolidated joint ventures at December 31, 2013. Revenues for the years ended December 31, 2012 and 2011 also excludes approximately $23.3 million, and $26.3 million, respectively, related to discontinued operations from the sale of seven operating properties within two of our unconsolidated joint ventures during 2012. Revenues for the year ended December 31, 2011 also excludes approximately $11.4 million related to discontinued operations from the sale of four operating properties within one of our unconsolidated joint ventures during the fourth quarter of 2011.

(2)	Includes approximately $7.8 million and $49.6 million of revenues for the years ended December 31, 2012 and 2011 related to one previously unconsolidated joint venture acquired by us in December 2012 and 12 previously unconsolidated joint ventures acquired by us in January 2012. Refer to Note 7, "Acquisitions and Discontinued Operations" for further discussion of these acquisitions.

(3)	Equity in income excludes our ownership interest of fee income from various property management services provided by us to our joint ventures.

The funds in which we have a partial interest have been funded in part with secured third-party debt. As of December 31, 2013, we had no outstanding guarantees related to loans of our unconsolidated joint ventures.

We may earn fees for property and asset management, construction, development, and other services related to joint ventures in which we own an equity interest and also may earn a promoted equity interest if certain thresholds are met. Fees earned for

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these services were approximately $10.0 million, $11.4 million, and $9.3 million for the years ended December 31, 2013, 2012, and 2011, respectively. We eliminate fee income for services provided to these joint ventures to the extent of our ownership.

In May 2013, one of our unconsolidated joint ventures sold its 14 operating properties, comprised of 3,098 apartment homes in Las Vegas, Nevada, for approximately $200.2 million. 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. Our proportionate share of the gain and the promoted equity interest were reported as components of equity in income of joint ventures in the consolidated statements of income and comprehensive income.

In December 2013, one of our funds sold two operating properties comprised of a total of 600 apartment homes for approximately $68.7 million. Our proportionate share of the gains on these transactions was approximately $3.2 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.

9. Notes Payable

The following is a summary of our indebtedness:

		December 31,
(in millions)		2013				2012
Senior unsecured notes
5.45% Notes, due 2013		$	—			$	199.9
5.08% Notes, due 2015		249.7				249.5
5.75% Notes, due 2017		246.4				246.3
4.70% Notes, due 2021		248.8				248.7
3.07% Notes, due 2022		346.7				346.3
5.00% Notes, due 2023		247.7				247.5
4.27% Notes, due 2024		249.5				—
		1,588.8				1,538.2
Secured notes
0.93% – 6.00% Conventional Mortgage Notes, due 2014 – 2045		905.7				934.6
Tax-exempt Mortgage Note, due 2028 (1.30% floating rate)		36.3				37.7
		942.0				972.3
Total notes payable		$	2,530.8			$	2,510.5
Other floating rate debt included in secured notes (0.93%)		$	175.0			$	175.0
Value of real estate assets, at cost, subject to secured notes		$	1,582.5			$	1,584.7

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 believe 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, 2013, we had no balances outstanding on our $500 million unsecured line of credit and we had outstanding letters of credit totaling approximately $11.3 million, leaving approximately $488.7 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. At December 31, 2013, we had no short-term borrowings outstanding.

In December 2013, we issued from our existing shelf registration statement $250 million aggregate principal amount of 4.25% senior unsecured notes due January 2024 (the “2024 Notes”). The 2024 Notes were offered to the public at 99.814% of

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their face amount with a yield to maturity of 4.27%. We received net proceeds of approximately $247.4 million, net of underwriting discounts and other offering expenses. Interest on the 2024 Notes is payable semi-annually on July 15 and January 15, beginning July 15, 2014. We may redeem the 2024 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 2024 Notes 90 days or fewer prior to the maturity date, the redemption price will equal 100% of the principal amount of the 2024 Notes to be redeemed plus accrued and unpaid interest on the amount being redeemed to the redemption date. The 2024 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 to pay at maturity the $200 million aggregate principal amount outstanding of our 5.375% Senior Notes due December 15, 2013, plus accrued and unpaid interest to the date of maturity, and the remainder for general corporate purposes, which included property development in the ordinary course of business, capital expenditures and working capital.

At December 31, 2013 and 2012, the weighted average interest rate on our floating rate debt was approximately 1.0% and 1.1%, respectively.

Our indebtedness had a weighted average maturity of 6.9 years at December 31, 2013. Scheduled repayments on outstanding debt, including scheduled principal amortizations, and the weighted average interest rate on maturing debt at December 31, 2013 were as follows:

(in millions)		Amount				Weighted Average Interest Rate
2014		$	35.4			3.2	%
2015		252.0				5.1
2016 (1)		2.2				—
2017		249.2				5.7
2018		177.6				0.9
Thereafter		1,814.4				4.5
Total		$	2,530.8			4.4	%

(1)	Includes only scheduled principal amortizations.

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.

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

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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).

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)
	2011						2011						2011
Interest Rate Swaps (1)	$	(2.7	)		Interest Expense		$	9.9			Loss on discontinuation of hedging relationship		$	29.8

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

We did not have any designated hedges during the years ended December 31, 2013 and 2012. No portion of designated hedges was ineffective during the year ended December 31, 2011.

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
Interest Rate Cap	Other income/(loss)		$	(0.1	)		$	(0.1	)
Interest Rate Swap	Other income/(loss)		(0.7		)		(0.2		)

We recognized no income or loss during the year ended December 31, 2013 related to non-designated derivatives.

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 (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 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 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, 2013, approximately 6.7 million fungible units were available under the 2011 Share Plan, which results in approximately 1.9 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.

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.

Options. New 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. Approximately 0.2 million and 0.5 million options were exercised during the years ended December 31, 2013 and 2012, respectively. Options were exercised at prices ranging from

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$30.06 to $62.32 per option during the year ended December 31, 2013 and at prices ranging from $30.06 to $51.37 per option during the year ended December 31, 2012.

The total intrinsic value of options exercised was approximately $5.3 million, $12.2 million, and $9.6 million during the years ended December 31, 2013, 2012 and 2011, respectively. At December 31, 2013, there was no unrecognized compensation cost related to remaining unvested options which vest in January, 2014. At December 31, 2013, outstanding options and exercisable options had a weighted average remaining life of approximately 3.2 years and 2.9 years, respectively.

The following table summarizes outstanding share options and exercisable options at December 31, 2013:

	Outstanding Options (1)							Exercisable Options (1)
Range of Exercise Prices	Number			Weighted Average Price				Number			Weighted Average Price
$30.06-$41.16	228,012			$	33.14			130,107			$	35.46
$42.90-$43.94	108,947			43.43				108,947			43.43
$45.53-$62.32	297,402			47.39				297,402			47.39
Total options	634,361			$	41.59			536,456			$	43.69

(1)	The aggregate intrinsic value of outstanding and exercisable options at December 31, 2013 was approximately $9.8 million and $7.2 million, respectively. The aggregate intrinsic values were calculated as the excess, if any, between our closing share price of $56.88 per share on December 31, 2013 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 2013, 2012 or 2011.

Share Awards and Vesting. Share awards generally have a vesting period of three to 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 forfeitures, we use actual forfeiture history. At December 31, 2013, the unamortized value of previously issued unvested share awards was approximately $35.7 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, 2013, 2012 and 2011 was approximately $15.9 million, $13.9 million, and $11.5 million, respectively.

Total compensation cost for option and share awards charged against income was approximately $14.7 million, $13.7 million, and $12.3 million for 2013, 2012 and 2011, respectively. Total capitalized compensation cost for option and share awards was approximately $2.2 million, $1.4 million, and $0.9 million for 2013, 2012 and 2011, respectively.

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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, 2010	1,847,136			$	42.37			741,505			$	42.16
Granted	—			—				347,084			57.00
Exercised/Vested	(504,838	)		42.59				(243,874	)		47.19
Forfeited	(2,762	)		48.02				(25,961	)		44.51
Balance at December 31, 2011	1,339,536			$	42.27			818,754			$	46.88
Granted	—			—				346,330			63.51
Exercised/Vested	(468,839	)		40.86				(282,552	)		49.28
Forfeited	(31,943	)		60.56				(20,279	)		52.05
Balance at December 31, 2012	838,754			$	42.36			862,253			$	52.64
Granted	—			—				350,615			69.56
Exercised/Vested	(183,871	)		41.56				(309,396	)		51.41
Forfeited	(20,522	)		73.32				(72,174	)		58.08
Total options and nonvested share awards outstanding at December 31, 2013	634,361			$	41.59			831,298			$	59.77

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:

	2013				2012				2011
Shares purchased	17,171				20,137				19,914
Weighted average fair value of shares purchased	$	62.59			$	67.80			$	63.29
Expense recorded (in millions)	$	0.2			$	0.3			$	0.3

In January 2014, approximately 9,167 shares were purchased under the ESPP related to the 2013 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 only in use for deferrals made prior to 2005, including bonuses related to service in 2004 but paid in 2005. 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 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, 2013 and 2012, approximately 1.9 million share awards were held in the rabbi trust. Additionally, as of December 31, 2013 and 2012, the rabbi trust held trading securities totaling approximately $41.3 million and $35.7 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, 2013 and 2012, approximately $25.4 million and $25.7 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. In 2004, we established a Non-Qualified Deferred Compensation Plan (the “Plan”) which is an unfunded arrangement established and maintained primarily for the benefit of a select group of participants.

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Eligible participants commence participation in the Plan on the date the deferral election first becomes effective. We 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, 2013 and 2012, approximately 1.2 million and 1.0 million share awards, respectively, were held in the Plan. Additionally, as of December 31, 2013 and 2012, the Plan held trading securities totaling approximately $18.1 million and $15.2 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.

In July 2013, we amended and restated the Plan to permit diversification of fully vested share awards into other equity securities subject to a six month holding period, which resulted in the fully vested awards and the proportionate share of nonvested awards eligible for diversification being reclassified from additional paid in capital to temporary equity in our consolidated balance sheets. The share awards are adjusted to their redemption value at each reporting period, with the redemption value based on the market value of the shares at the end of the reporting period. Changes in value from period to period are charged to distributions in excess of net income attributable to common shareholders in our consolidated statements of equity and perpetual preferred units. The following table summarizes the eligible share award activity as recorded in temporary equity from July 31, 2013, the effective date of the amended and restated Plan, through December 31, 2013:

(in thousands)
Temporary equity:
Effective date of amended and restated plan at July 31, 2013		$	—
Change in classification of share awards		37,958
Change in redemption value of share awards		9,575
Diversification of share awards		(353		)
Non-qualified deferred compensation share awards at December 31, 2013		$	47,180

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, 2013, 2012 and 2011 was approximately $2.2 million, $2.2 million and $1.8 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 instruments measured at fair value on a recurring basis as of December 31, 2013 and 2012 using the inputs and fair value hierarchy discussed in Note 2, “Summary of Significant Accounting Policies and Recent Accounting Pronouncements”:

Financial Instruments Measured at Fair Value on a Recurring Basis

	December 31, 2013																December 31, 2012
(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)	$	43.8			$	—			$	—			$	43.8			$	35.0			$	—			$	—			$	35.0

(1) Approximately $1.6 million of participant cash was withdrawn from our deferred compensation plan investments during the year ended December 31, 2013.

Financial Instrument Fair Value Disclosures. As of December 31, 2013 and 2012, the carrying values of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and distributions payable represent fair value because of the

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short-term nature of these instruments. The carrying value of restricted cash approximates its fair value based on the nature of our assessment of the ability to recover these amounts. In calculating the fair value of our notes payable, interest rate and spread assumptions reflect current credit worthiness and market conditions available for the issuance of notes payable with similar terms and remaining maturities. These financial instruments utilize Level 2 inputs.

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

	December 31, 2013								December 31, 2012
(in millions)	Carrying Value				Estimated Fair Value				Carrying Value				Estimated Fair Value
Fixed rate notes payable	$	2,319.5			$	2,391.5			$	2,297.8			$	2,518.1
Floating rate notes payable	211.3				201.4				212.7				203.4

Nonrecurring Fair Value Disclosures. There were no events during the years ended December 31, 2013 or 2012 which required fair value adjustments of our non-financial assets and non-financial liabilities. The nonrecurring fair value disclosures inputs under the fair value hierarchy are discussed in Note 2, “Summary of Significant Accounting Policies and Recent Accounting Pronouncements.”

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)	2013				2012				2011
Change in assets:
Other assets, net	$	(2,639	)		$	(2,443	)		$	5,183
Change in liabilities:
Accounts payable and accrued expenses	(8,138		)		2,320				2,026
Accrued real estate taxes	7,165				5,640				(122		)
Other liabilities	22,139				(16,192		)		(17,152		)
Other	1,051				816				596
Change in operating accounts and other	$	19,578			$	(9,859	)		$	(9,469	)

14. Commitments and Contingencies

Construction Contracts. As of December 31, 2013, we estimate the additional costs to complete 13 consolidated projects currently under construction to be approximately $541.2 million. We expect to fund these amounts through a combination of cash flows generated from operations, draws on our unsecured credit facility or other short-term borrowings, proceeds from property dispositions, the use of debt and equity offerings under our automatic shelf registration statement, equity issued from our ATM programs, other unsecured borrowings and secured mortgages.

Litigation. One of our wholly-owned subsidiaries previously acted as a general contractor for the construction of an apartment project in Florida which was subsequently sold and converted to condominium units by an unrelated third-party. The condominium association instituted a lawsuit against our subsidiary and other unrelated third-parties in Florida alleging negligent construction and failure to comply with building codes and claimed damages 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. This matter was mediated in December 2013 and the terms of a settlement were agreed upon, subject to the finalization of settlement documentation, pursuant to which we will make a one-time payment to the association in an amount which is not material.

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. At December 31, 2013, we had made earnest money deposits of approximately $2.5 million for potential acquisitions of operating properties and land, of which approximately $2.1 million is non-refundable.

Lease Commitments. At December 31, 2013, we had long-term leases covering certain land, office facilities and equipment. Rental expense totaled approximately $2.8 million, $2.6 million, and $2.8 million for the years ended December 31, 2013, 2012 and 2011, respectively. Minimum annual rental commitments for the years ending December 31, 2014 through 2018 are approximately $2.8 million, $2.3 million, $2.6 million, $2.7 million, and $2.5 million, respectively, and approximately $15.4 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 investments 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 land or 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, 2013, we had employment agreements with 13 of our senior officers, the terms of which expire at various times through August 20, 2014. 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 10 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. 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:

	2013				2012				2011
Net income attributable to common shareholders	$	336,364			$	283,390			$	49,379
Transfers from the non-controlling interests:
Increase in equity for conversion and redemption of operating partnership units	52				8,994				592
Decrease in additional paid-in-capital for acquisition of remaining non-controlling interests in three consolidated joint ventures (1)	—				(19,549		)		—
Change in common equity and net transfers from non-controlling interests	$	336,416			$	272,835			$	49,971

(1) Refer to Note 7, "Acquisitions and Discontinued Operations" for further discussions of acquisition.

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16. Quarterly Financial Data (unaudited)

Summarized quarterly financial data, which has been adjusted for discontinued operations as discussed in Note 7, “Property Acquisitions and Discontinued Operations,” for the years ended December 31, 2013 and 2012, is as follows:

(in thousands, except per share amounts)	First				Second				Third				Fourth				Total(a)
2013:
Revenues	$	189,811			$	194,983			$	199,740			$	204,317			$	788,851
Net income attributable to common shareholders	63,476				72,172				70,720				129,996				336,364
Net income attributable to common shareholders per share – basic	0.72			(b)	0.82			(c)	0.80			(d)	1.47			(e)	3.82
Net income attributable to common shareholders per share – diluted	0.72			(b)	0.81			(c)	0.79			(d)	1.46			(e)	3.78
2012:
Revenues	$	164,046			$	170,807			$	179,667			$	183,798			$	698,318
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			(f)	0.26				0.36			(g)	1.63			(h)	3.35
Net income attributable to common shareholders per share – diluted	1.07			(f)	0.26				0.35			(g)	1.60			(h)	3.30

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

(b)	Includes a $31,783, or $0.37 basic and $0.36 diluted per share, impact related to the gain on sale of discontinued operations.

(c)	Includes a $24,866, or $0.29 basic and $0.28 diluted per share, impact related to the gain on sale of discontinued operations, and a $13,032, or $0.15 basic and diluted per share, impact related to our proportionate gain on sale of 14 joint venture communities included in equity in income of joint ventures.

(d)	Includes a $34,410, or $0.39 basic and diluted per share, impact related to the gain on sale of discontinued operations.

(e)	Includes a $91,101, or $1.04 basic and $1.03 diluted per share, impact related to the gain on sale of discontinued operations and a $3,245, or $0.04 basic and diluted per share, impact related to our proportionate gain on sale of two operating properties by one of our unconsolidated joint ventures included in equity in income of joint ventures.

(f)	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.

(g)	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 of joint ventures.

(h)

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 of joint ventures.

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Camden Property Trust Real Estate and Accumulated Depreciation As of December 31, 2013 (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			$	3,280			$	11,516			$	32,612			$	44,128			$	2,444			$	41,684							2012
Camden Ashburn Farm	4,835				22,604				1,172				4,835				23,776				28,611				6,576				22,035								2005
Camden Aventura	12,185				47,616				8,767				12,185				56,383				68,568				15,223				53,345								2005
Camden Ballantyne	4,503				30,250				6,763				4,503				37,013				41,516				10,078				31,438				26,025				2005
Camden Bay	7,450				63,283				8,182				7,450				71,465				78,915				28,305				50,610								1998/2002
Camden Bayside	3,726				28,689				16,300				3,726				44,989				48,715				27,939				20,776								1997
Camden Bel Air	3,594				31,221				6,007				3,594				37,228				40,822				20,970				19,852								1998
Camden Belleview Station	8,091				44,003				452				8,091				44,455				52,546				1,718				50,828								2012
Camden Belmont	12,521				61,522				344				12,521				61,866				74,387				3,379				71,008								2012
Camden Breakers	1,055				13,024				5,997				1,055				19,021				20,076				9,934				10,142								1996
Camden Breeze	2,894				15,828				4,896				2,894				20,724				23,618				11,199				12,419								1998
Camden Brickell	14,621				57,031				7,713				14,621				64,744				79,365				17,845				61,520								2005
Camden Brookwood	7,174				31,984				5,249				7,174				37,233				44,407				10,300				34,107				22,624				2005
Camden Buckingham	2,704				21,251				6,769				2,704				28,020				30,724				12,668				18,056								1997
Camden Caley	2,047				17,445				3,213				2,047				20,658				22,705				8,778				13,927				15,351				2000
Camden Canyon	1,802				11,666				4,855				1,802				16,521				18,323				9,308				9,015								1998
Camden Cedar Hills	2,684				20,931				108				2,684				21,039				23,723				5,090				18,633								2008
Camden Centre	172				1,166				369				172				1,535				1,707				876				831								1998
Camden Centreport	1,613				12,644				3,787				1,613				16,431				18,044				7,695				10,349								1997
Camden Cimarron	2,231				14,092				5,412				2,231				19,504				21,735				10,338				11,397								1997
Camden City Centre	4,976				44,735				611				4,976				45,346				50,322				10,643				39,679				33,795				2007
Camden City Centre II	5,101				28,553				—				5,101				28,553				33,654				1,253				32,401								2013
Camden Clearbrook	2,384				44,017				700				2,384				44,717				47,101				10,457				36,644								2007
Camden Club	4,453				29,811				8,743				4,453				38,554				43,007				24,913				18,094								1998
Camden College Park	16,409				91,503				1,205				16,409				92,708				109,117				9,295				99,822								2008
Camden Commons	2,476				20,073				6,012				2,476				26,085				28,561				16,772				11,789								1998
Camden Copper Ridge	1,204				9,180				6,473				1,204				15,653				16,857				10,986				5,871								1993
Camden Copper Square	4,825				23,672				5,693				4,825				29,365				34,190				12,367				21,823								2000
Camden Cotton Mills	4,246				19,147				4,882				4,246				24,029				28,275				6,775				21,500								2005

S-1

Camden Property Trust Real Estate and Accumulated Depreciation As of December 31, 2013 (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 Cove	$	1,382			$	6,266			$	1,691			1,382				$	7,957			$	9,339			$	4,863			$	4,476							1998
Camden Creekstone	5,017				19,912				407				5,017				20,319				25,336				1,093				24,243								2012
Camden Crest	4,412				31,108				2,600				4,412				33,708				38,120				9,500				28,620								2005
Camden Crown Valley	9,381				54,210				5,387				9,381				59,597				68,978				22,432				46,546								2001
Camden Deerfield	4,895				21,922				3,724				4,895				25,646				30,541				7,101				23,440				19,220				2005
Camden Del Mar	4,404				35,264				13,746				4,404				49,010				53,414				27,558				25,856								1998
Camden Denver West	6,396				51,552				712				6,396				52,264				58,660				1,693				56,967				24,698				2012
Camden Dilworth	516				16,633				1,350				516				17,983				18,499				4,523				13,976				13,073				2006
Camden Doral	10,260				40,416				2,664				10,260				43,080				53,340				11,509				41,831								2005
Camden Doral Villas	6,476				25,543				3,577				6,476				29,120				35,596				7,993				27,603								2005
Camden Dulles Station	10,807				61,548				2,066				10,807				63,614				74,421				12,581				61,840								2008
Camden Dunwoody	5,290				23,642				5,453				5,290				29,095				34,385				7,806				26,579				21,168				2005
Camden Fair Lakes	15,515				104,223				5,453				15,515				109,676				125,191				29,090				96,101								2005
Camden Fairfax Corner	8,484				72,953				2,218				8,484				75,171				83,655				18,828				64,827								2006
Camden Fairview	1,283				7,223				3,325				1,283				10,548				11,831				3,223				8,608								2005
Camden Fairways	3,969				15,543				9,291				3,969				24,834				28,803				15,560				13,243								1998
Camden Fallsgrove	9,408				43,647				3,864				9,408				47,511				56,919				12,443				44,476								2005
Camden Farmers Market	17,341				74,193				10,175				17,341				84,368				101,709				30,616				71,093				50,711				2001/2005
Camden Foxcroft	1,408				7,919				3,295				1,408				11,214				12,622				3,792				8,830				8,901				2005
Camden Gaines Ranch	5,094				37,100				6,903				5,094				44,003				49,097				11,338				37,759								2005
Camden Glen Lakes	2,157				16,339				14,505				2,157				30,844				33,001				26,489				6,512								1993
Camden Governor's Village	3,669				20,508				2,374				3,669				22,882				26,551				6,729				19,822				13,004				2005
Camden Grand Parc	7,688				35,900				890				7,688				36,790				44,478				9,859				34,619								2005
Camden Grandview	7,570				33,859				5,754				7,570				39,613				47,183				11,348				35,835								2005
Camden Greenway	16,916				43,933				12,874				16,916				56,807				73,723				24,283				49,440				52,360				1999
Camden Harbor View	16,079				127,459				6,161				16,079				133,620				149,699				41,100				108,599				92,716				2003
Camden Henderson	3,842				15,256				85				3,842				15,341				19,183				857				18,326								2012
Camden Highlands Ridge	2,612				34,726				7,070				2,612				41,796				44,408				17,956				26,452								1996
Camden Hills	853				7,834				1,543				853				9,377				10,230				5,606				4,624								1998
Camden Holly Springs	11,108				42,852				4,095				11,108				46,947				58,055				3,245				54,810								2012
Camden Hunter's Creek	4,156				20,925				2,341				4,156				23,266				27,422				6,460				20,962								2005
Camden Huntingdon	2,289				17,393				6,169				2,289				23,562				25,851				12,371				13,480								1995

S-2

Camden Property Trust Real Estate and Accumulated Depreciation As of December 31, 2013 (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 Interlocken	$	5,293			$	31,612			$	6,901			$	5,293			$	38,513			$	43,806			$	16,918			$	26,888			$	27,431			1999
Camden Lago Vista	3,497				29,623				925				3,497				30,548				34,045				9,372				24,673								2005
Camden Lake Pine	5,746				31,714				5,610				5,746				37,324				43,070				10,833				32,237				26,212				2005
Camden Lakes	3,106				22,746				12,823				3,106				35,569				38,675				26,124				12,551								1997
Camden Lakeside	1,171				7,395				4,861				1,171				12,256				13,427				8,384				5,043								1997
Camden Lakeway	3,915				34,129				8,335				3,915				42,464				46,379				19,566				26,813				29,267				1997
Camden Landmark	17,339				71,315				888				17,339				72,203				89,542				3,278				86,264								2012
Camden Lansdowne	15,502				102,267				3,623				15,502				105,890				121,392				29,162				92,230								2005
Camden Largo Town Center	8,411				44,163				2,075				8,411				46,238				54,649				12,255				42,394								2005
Camden Las Olas	12,395				79,518				6,114				12,395				85,632				98,027				23,027				75,000								2005
Camden LaVina	12,907				42,569				8				12,907				42,577				55,484				4,331				51,153								2012
Camden Lee Vista	4,350				34,643				4,318				4,350				38,961				43,311				16,709				26,602								2000
Camden Legacy	4,068				26,612				8,772				4,068				35,384				39,452				17,609				21,843								1998
Camden Legacy Creek	2,052				12,896				4,400				2,052				17,296				19,348				8,553				10,795								1997
Camden Legacy Park	2,560				15,449				5,536				2,560				20,985				23,545				10,030				13,515				13,866				1997
Camden Legends	1,370				6,382				1,145				1,370				7,527				8,897				4,056				4,841								1998
Camden Main and Jamboree	17,363				75,387				433				17,363				75,820				93,183				8,756				84,427				50,579				2008
Camden Manor Park	2,535				47,159				1,165				2,535				48,324				50,859				12,985				37,874				29,675				2006
Camden Martinique	28,401				51,861				14,168				28,401				66,029				94,430				31,599				62,831				36,284				1998
Camden Midtown	4,583				18,026				7,442				4,583				25,468				30,051				11,066				18,985				28,058				1999
Camden Midtown Atlanta	6,196				33,828				3,351				6,196				37,179				43,375				10,877				32,498				20,565				2005
Camden Miramar	—				38,784				9,198				—				47,982				47,982				17,426				30,556								1994-2013
Camden Montague	3,576				16,534				8				3,576				16,542				20,118				1,490				18,628								2012
Camden Montierra	13,687				31,727				2,682				13,687				34,409				48,096				1,229				46,867								2012
Camden Monument Place	9,030				54,089				429				9,030				54,518				63,548				12,411				51,137								2007
Camden Oak Crest	2,078				20,941				2,511				2,078				23,452				25,530				8,584				16,946				17,309				2003
Camden Old Creek	20,360				71,777				678				20,360				72,455				92,815				16,758				76,057								2007
Camden Orange Court	5,319				40,733				532				5,319				41,265				46,584				8,676				37,908								2008
Camden Overlook	4,591				25,563				4,829				4,591				30,392				34,983				8,860				26,123								2005
Camden Palisades	8,406				31,497				8,171				8,406				39,668				48,074				21,292				26,782								1998
Camden Park	4,922				16,453				1,050				4,922				17,503				22,425				1,315				21,110								2012
Camden Parkside	29,730				34,368				751				29,730				35,119				64,849				2,491				62,358								2012

S-3

Camden Property Trust Real Estate and Accumulated Depreciation As of December 31, 2013 (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 Peachtree City	$	6,536			$	29,063			$	2,439			$	6,536			$	31,502			$	38,038			$	9,254			$	28,784							2005
Camden Pecos Ranch	3,362				24,492				3,216				3,362				27,708				31,070				2,108				28,962								2012
Camden Pinehurst	3,380				14,807				8,084				3,380				22,891				26,271				20,593				5,678								1997
Camden Pines	3,496				21,852				641				3,496				22,493				25,989				1,654				24,335								2012
Camden Plantation	6,299				77,964				5,679				6,299				83,643				89,942				22,929				67,013								2005
Camden Plaza	7,204				31,044				406				7,204				31,450				38,654				3,388				35,266				21,506				2007
Camden Pointe	2,058				14,879				2,881				2,058				17,760				19,818				9,101				10,717								1998
Camden Portofino	9,867				38,702				3,511				9,867				42,213				52,080				11,608				40,472								2005
Camden Post Oak	14,302				92,557				2,494				14,302				95,051				109,353				2,134				107,219								2013
Camden Potomac Yard	16,498				88,317				354				16,498				88,671				105,169				18,653				86,516								2008
Camden Preserve	1,206				17,982				5,311				1,206				23,293				24,499				10,568				13,931								1997
Camden Providence Lakes	2,020				14,855				5,742				2,020				20,597				22,617				8,572				14,045								2002
Camden Renaissance	4,144				39,987				5,005				4,144				44,992				49,136				20,598				28,538								1997
Camden Reunion Park	3,302				18,457				4,034				3,302				22,491				25,793				6,458				19,335				19,961				2005
Camden Ridgecrest	1,008				12,720				3,377				1,008				16,097				17,105				9,139				7,966								1995
Camden River	5,386				24,025				3,834				5,386				27,859				33,245				8,496				24,749				21,614				2005
Camden Roosevelt	11,470				45,785				776				11,470				46,561				58,031				12,782				45,249								2005
Camden Royal Oaks	1,055				20,046				376				1,055				20,422				21,477				5,896				15,581								2006
Camden Royal Oaks II	587				12,743				9				587				12,752				13,339				1,083				12,256								2012
Camden Royal Palms	2,147				38,339				1,727				2,147				40,066				42,213				8,607				33,606								2007
Camden Russett	13,460				61,837				3,130				13,460				64,967				78,427				17,778				60,649				45,063				2005
Camden San Marcos	11,520				35,166				3,207				11,520				38,373				49,893				1,409				48,484								2012
Camden San Paloma	6,480				23,045				6,382				6,480				29,427				35,907				10,585				25,322								2002
Camden Sea Palms	4,336				9,930				2,550				4,336				12,480				16,816				6,564				10,252								1998
Camden Sedgebrook	5,266				29,211				5,674				5,266				34,885				40,151				9,649				30,502				21,306				2005
Camden Shiloh	4,181				18,798				2,690				4,181				21,488				25,669				6,203				19,466				10,576				2005
Camden Sierra at Otay Ranch	10,585				49,781				3,471				10,585				53,252				63,837				17,389				46,448								2003
Camden Silo Creek	9,707				45,301				1,430				9,707				46,731				56,438				12,548				43,890								2005
Camden Simsbury	1,152				6,499				1,864				1,152				8,363				9,515				2,357				7,158								2005
Camden Sotelo	3,376				30,576				345				3,376				30,921				34,297				378				33,919								2013
Camden South End Square	6,625				29,175				5,066				6,625				34,241				40,866				9,371				31,495								2005
Camden St. Clair	7,526				27,486				5,923				7,526				33,409				40,935				9,135				31,800				21,646				2005

S-4

Camden Property Trust Real Estate and Accumulated Depreciation As of December 31, 2013 (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 Stockbridge	$	5,071			$	22,693			$	2,721			$	5,071			$	25,414			$	30,485			$	7,449			$	23,036			$	14,332			2005
Camden Stonebridge	1,016				7,137				3,131				1,016				10,268				11,284				6,380				4,904								1993
Camden Stonecrest	3,941				22,021				5,058				3,941				27,079				31,020				7,546				23,474								2005
Camden Stoneleigh	3,498				31,285				4,865				3,498				36,150				39,648				8,854				30,794								2006
Camden Sugar Grove	7,614				27,594				655				7,614				28,249				35,863				1,999				33,864								2012
Camden Summerfield	14,659				48,404				530				14,659				48,934				63,593				10,705				52,888								2008
Camden Summerfield II	4,459				20,566				3				4,459				20,569				25,028				1,869				23,159								2012
Camden Summit	11,212				18,399				664				11,212				19,063				30,275				1,377				28,898								2012
Camden Tiara	7,709				28,644				692				7,709				29,336				37,045				2,131				34,914								2012
Camden Touchstone	1,203				6,772				2,400				1,203				9,172				10,375				3,216				7,159								2005
Camden Town Square	13,127				45,997				5				13,127				46,002				59,129				3,084				56,045								2012
Camden Travis Street	1,780				29,104				103				1,780				29,207				30,987				5,407				25,580								2010
Camden Tuscany	3,330				36,466				2,799				3,330				39,265				42,595				12,292				30,303								2003
Camden Valley Park	3,096				14,667				12,679				3,096				27,346				30,442				22,412				8,030								1994
Camden Vanderbilt	16,076				44,918				14,642				16,076				59,560				75,636				33,007				42,629				73,165				1994/1997
Camden Vantage	11,787				68,822				350				11,787				69,172				80,959				878				80,081								2013
Camden Vineyards	4,367				28,494				1,699				4,367				30,193				34,560				10,922				23,638								2002
Camden Vintage	3,641				19,255				5,036				3,641				24,291				27,932				14,244				13,688								1998
Camden Westchase Park	11,955				36,254				17				11,955				36,271				48,226				2,696				45,530								2012
Camden Westshore	1,734				10,819				6,792				1,734				17,611				19,345				11,854				7,491								1997
Camden Westwood	4,567				25,519				3,864				4,567				29,383				33,950				8,191				25,759				19,907				2005
Camden Whispering Oaks	1,188				26,242				180				1,188				26,422				27,610				6,262				21,348								2008
Camden Woods	2,693				19,930				9,516				2,693				29,446				32,139				19,412				12,727								1999
Camden World Gateway	5,785				51,821				3,373				5,785				55,194				60,979				14,325				46,654								2005
Total Current communities:	$	963,677			$	4,993,078			$	602,850			$	963,677			$	5,595,928			$	6,559,605			$	1,643,490			$	4,916,115			$	941,968
Communities under construction:
Camden Boca Raton	$	—			$	25,968			$	—			$	—			$	25,968			$	25,968			$	6			$	25,962							N/A
Camden Flatirons	—				46,275				—				—				46,275				46,275				137				46,138								N/A
Camden Foothills	—				17,492				—				—				17,492				17,492				—				17,492								N/A
Camden Gallery	—				14,022				—				—				14,022				14,022				—				14,022								N/A

S-5

Camden Property Trust Real Estate and Accumulated Depreciation As of December 31, 2013 (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 Glendale	$	—			$	52,312			$	—			$	—			$	52,312			$	52,312			$	—			$	52,312							N/A
Camden Hayden	—				13,222				—				—				13,222				13,222				—				13,222								N/A
Camden La Frontera	—				9,345				—				—				9,345				9,345				—				9,345								N/A
Camden Lamar Heights	—				27,481				—				—				27,481				27,481				—				27,481								N/A
Camden NOMA (1)	—				98,572				—				—				98,572				98,572				73				98,499								N/A
Camden Paces	—				46,726				—				—				46,726				46,726				—				46,726								N/A
Camden Victory Park	—				17,702				—				—				17,702				17,702				7				17,695								N/A
Camden Miramar IX-B	—				104				—				—				104				104				—				104								N/A
The Camden	—				30,665				—				—				30,665				30,665				—				30,665								N/A
Total Communities under construction:	$	—			$	399,886			$	—			$	—			$	399,886			$	399,886			$	223			$	399,663			$	—
Development pipeline communities:
Camden Atlantic	$	—			$	11,143			$	—			$	—			$	11,143			$	11,143			$	—			$	11,143							N/A
Camden Buckhead	—				18,850				—				—				18,850				18,850				—				18,850								N/A
Camden Chandler	—				6,490				—				—				6,490				6,490				—				6,490								N/A
Camden Lincoln Station	—				5,852				—				—				5,852				5,852				—				5,852								N/A
Camden McGowen Station	—				7,978				—				—				7,978				7,978				—				7,978								N/A
Camden NOMA II	—				19,795				—				—				19,795				19,795				—				19,795								N/A
Total Development pipeline communities:	$	—			$	70,108			$	—			$	—			$	70,108			$	70,108			$	—			$	70,108			$	—
Land Holdings	$	—			$	34,373			$	—			$	—			$	34,373			$	34,373			$	—			$	34,373							N/A
Corporate	—				8,209				—				—				8,209				8,209				—				8,209								N/A
	$	—			$	42,582			$	—			$	—			$	42,582			$	42,582			$	—			$	42,582			$	—
TOTAL	$	963,677			$	5,505,654			$	602,850			$	963,677			$	6,108,504			$	7,072,181			$	1,643,713			$	5,428,468			$	941,968

(1) Property in lease-up at December 31, 2013. Balance presented here includes costs which are included in buildings and improvements and land on the balance sheet at December 31, 2013. These costs related to completed unit turns for this property.

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Camden Property Trust Real Estate and Accumulated Depreciation As of December 31, 2013 (in thousands)	Schedule III

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

	2013				2012				2011
Balance, beginning of period	$	6,673,914			$	5,819,540			$	5,647,677
Additions during period:
Acquisition of operating properties and unconsolidated joint ventures	221,421				797,477				—
Development and repositions	306,950				232,296				180,028
Improvements	67,049				60,426				61,037
Deductions during period:
Cost of real estate sold contributed to joint venture	—				—				(12,578		)
Cost of real estate sold – other	(197,153		)		(176,872		)		(32,673		)
Classification to held for sale	—				(58,953		)		(23,951		)
Balance, end of period	$	7,072,181			$	6,673,914			$	5,819,540
The changes in accumulated depreciation for the years ended December 31:
	2013				2012				2011
Balance, beginning of period	$	1,518,896			$	1,432,799			$	1,292,924
Depreciation	203,897				185,546				171,009
Dispositions	(79,080		)		(72,465		)		(18,877		)
Transfers to held for sale	—				(26,984		)		(12,257		)
Balance, end of period	$	1,643,713			$	1,518,896			$	1,432,799

The aggregate cost for federal income tax purposes at December 31, 2013 was $6.1 billion.

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