Camden Property Trust (CPT) 10-K risk factor changes: FY2014 vs FY2013

Volatility in capital and credit markets, or other unfavorable changes in economic conditions, [added: either nationally or regionally in one or more of the markets in which we operate,] could adversely impact us.

The capital and credit markets are subject to volatility and [removed: disruption, as particularly experienced in recent years.][added: disruption.]

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

Our apartment leases are [added: generally] for a term of fifteen months or less.

Real estate markets are highly uncertain and, as a result, the value of undeveloped land [removed: has fluctuated significantly and] may [removed: continue to fluctuate.][added: fluctuate significantly.]

As a result, we hold certain land, and may in the future acquire additional land, in our development pipeline at a cost we may not be able to fully recover or at a cost which [removed: precludes] [added: may preclude] our developing a profitable multifamily community.

A final decision by the government to eliminate Fannie Mae or Freddie [removed: Mac,] [added: Mac] or reduce their role in the mortgage market, [added: or otherwise restructure the U.S. mortgage finance system,] may adversely affect interest rates, capital availability, and the development [added: and potential sales] of multifamily communities.

| • | increased materials and/or labor costs, problems with [added: contractors or] subcontractors, or other costs including those costs due to errors and omissions which occur in the design or construction process; |

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

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

However, some losses, generally of a catastrophic nature, such as losses from [removed: floods, hurricanes, or earthquakes, may be subject to coverage limitations.]

These investments involve risks, including the possibility the other joint venture partner may have business goals which are inconsistent with ours, possess the ability to take [added: or force] action or withhold consent contrary to our requests, or become insolvent and require us to assume and fulfill the joint venture’s financial obligations.

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

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

A cybersecurity incident and other technology disruptions could negatively impact our [removed: business and our relationships with residents.][added: business.]

We also use mobile devices, social [removed: networking] [added: networking, outside vendors] and other online activities to connect with our employees, suppliers and [removed: our] residents.

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

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

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

As of December 31, [removed: 2013,] [added: 2014,] we had outstanding debt of approximately [removed: $2.5] [added: $2.7] billion.

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

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

| • | changes in financial markets and national [added: and regional] economic and general market conditions. |

In May 2014, the U.S. Senate Banking Committee approved legislation to wind down Fannie Mae and Freddie Mac and redesign the U.S. mortgage finance system, which legislation has to date not been acted on in the broader Senate.

We intend to continue to develop, redevelop and construct multifamily apartment communities for our portfolio.

In 2015, we expect between approximately $250 million and $270 million will be incurred on the construction of 12 consolidated projects.

Additionally, we expect to incur between approximately $80 million and $100 million of costs related to the start of new development activities and between approximately $21 million and $25 million of additional redevelopment expenditures during 2015.

floods, hurricanes, or earthquakes, may be subject to coverage limitations.

Additional risks not presently known to us, or which we currently consider immaterial, may also impair our business and operations.

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

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

Compliance or failure to comply with laws, including those requiring access to our properties by disabled persons, could result in substantial cost.

The Americans with Disabilities Act (“ADA”), the Fair Housing Amendments Act of 1988 (“FHAA”), and other federal, state, and local laws, rules, and regulations, generally require public accommodations and apartment homes be made accessible to disabled persons.

Noncompliance could result in the imposition of fines by the government or the award of damages to private litigants.

These laws may require us to modify our existing properties.

These laws may also restrict renovations by requiring improved access to such buildings by disabled persons or may require us to add other structural features which increase our construction costs.

Legislation or regulations adopted in the future may impose further costs and obligations or restrictions on us with respect to improved access by disabled persons.

We may incur unanticipated expenses which may be material to our financial condition or results of operations to comply with ADA, FHAA, and other federal, state, and local laws, or in connection with lawsuits brought by the government or private litigants.

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

We depend on our key personnel.

Our success depends in part on our ability to attract and retain the services of executive officers and other personnel.

There is substantial competition for qualified personnel in the real estate industry, and the loss of several of our key personnel could have an adverse effect on us.

Litigation risks could affect our business.

As a large publicly-traded owner of multifamily properties, we are at risk of becoming involved in legal proceedings, including consumer, employment, tort, or commercial litigation, which if decided adversely to or settled by us, could result in liability which is material to our financial condition or results of operations.

Forward-looking statements do not discuss historical fact, but instead include statements related to expectations, projections, intentions, or other items relating to the future; forward-looking statements are not guarantees of future [removed: performances,] [added: performance,] results, or events.

| • | [removed: volatility] [added: Volatility] in capital and credit markets, or other unfavorable changes in economic conditions, [added: either nationally or regionally in one or more of the markets in which we operate,] could adversely impact us; |

| • | [removed: a] [added: A] cybersecurity incident and other technology disruptions could negatively impact our [removed: business and our relationships with residents;] [added: business;] |

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

| • | [removed: the] [added: The] form, timing and/or amount of dividend distributions in future periods may vary and be impacted by economic [removed: or] [added: and] other considerations. |

As of December 31, [removed: 2013,] [added: 2014,] we owned interests in, operated, or were developing [removed: 184] [added: 181] multifamily properties [removed: comprising 64,328] [added: comprised of 63,163] apartment homes across the United States as detailed in the following Property Portfolio table.

In addition, we own other land [removed: parcels] [added: holdings which] we may develop into multifamily apartment [removed: communities.][added: communities in the future.]

Our results for the year ended December 31, [removed: 2013] [added: 2014] reflect an increase in [removed: rental revenue] [added: same store revenues of 4.5%] as compared to [removed: 2012.][added: 2013.]

We believe this increase was [removed: primarily] due to the continuation of improving economic conditions, including [removed: with respect to] job growth, favorable demographics, [removed: and] a manageable supply of new multifamily [removed: housing,] [added: housing and more individuals choosing to rent versus buy as evidenced by the moderating level of homeownership rates, all of] which have resulted in [removed: increases in realized] [added: higher] rental rates and [removed: stable] average occupancy levels.

We believe U.S. economic and employment growth is likely to continue during [removed: 2014] [added: the remainder of 2015] and the supply of new multifamily homes, although increasing, will likely remain at manageable levels.

At December 31, [removed: 2013,] [added: 2014,] we had a total of [removed: 14] [added: 13] projects under construction [added: to be] comprised of [removed: 4,354 units,] [added: 4,215 apartment homes,] including [removed: two] [added: one] development [removed: projects] [added: project to be] comprised of [removed: 566 units] [added: 266 apartment homes] owned by one of [removed: our] [added: the] discretionary funds [added: ("the funds")] in which we [added: currently] have a [removed: 20%] [added: 31.3%] interest, with initial occupancy scheduled to occur within the next [removed: 24] [added: 28] months.

Excluding the projects owned by [removed: our discretionary] [added: one of the] funds, as of December 31, [removed: 2013,] [added: 2014,] we estimate the additional [removed: costs] [added: cost] to complete the construction of [removed: 13] [added: 12] consolidated projects to be approximately [removed: $541.2] [added: $371.2] million.

During the year ended December 31, [removed: 2013,] [added: 2014,] we acquired [removed: three] [added: one] operating [removed: properties] [added: property,] comprised of [removed: 1,118] [added: 276] apartment [removed: homes] [added: homes,] located in [removed: Houston, Texas, Tempe, Arizona, and] Atlanta, Georgia for approximately [removed: $225.0] [added: $62.6] million.

We also acquired [removed: three] [added: two] land parcels comprised of [removed: approximately 38.8] [added: 10.5] acres of land located in [removed: Scottsdale, Chandler,] [added: Houston, Texas] and [removed: Tempe, Arizona] [added: Rockville, Maryland] for approximately [removed: $25.8] [added: $39.4] million.

During the year ended December 31, [removed: 2013,] [added: 2014,] we sold [removed: 12] [added: five] operating properties comprised of [removed: 3,931] [added: 1,847] apartment homes located in [removed: Tampa and Orlando, Florida, Littleton and Westminster, Colorado,] [added: Atlanta, Georgia,] Dallas, Texas, [removed: Peoria] [added: Orlando] and [removed: Glendale, Arizona] [added: Tampa, Florida] and Charlotte, North Carolina for approximately [removed: $329.3] [added: $218.3] million and we recognized a gain of approximately [removed: $182.2] [added: $155.7] million relating to these property sales.

[removed: We] [added: The gain was] also [removed: sold two land holdings comprised of an aggregate] [added: due to the sale] of approximately [removed: 3.7] [added: 29.3] acres located adjacent to current [removed: construction] [added: operating and development] communities in [removed: Atlanta, Georgia] [added: Dallas] and Houston, Texas [added: and Atlanta, Georgia] for [added: a total gain on sale of land of] approximately [removed: $6.6] [added: $3.6] million.

Our proportionate share of the [removed: gain] [added: gains on these two transactions] was approximately [removed: $13.1] [added: $3.6] 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 [removed: in 2013.][added: related to one of these unconsolidated joint ventures.]

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

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

[removed: As of] [added: At] December 31, [removed: 2013,] [added: 2014,] we had [removed: approximately $17.8 million in cash and cash equivalents and] no [added: short-term] balances [added: outstanding, no balances] outstanding on our $500 million unsecured line of [added: credit, and we had outstanding letters of credit totaling approximately $6.4 million, leaving approximately $493.6 million available under our unsecured line of] credit.

As of the date of this filing, we had common shares having an aggregate offering price of up to [removed: $82.7] [added: $315.3] million remaining available for sale under [removed: our] [added: the 2014] ATM program.

We believe [removed: payments on] debt maturing in [removed: 2014 are] [added: 2015 is] manageable at [removed: $35.4] [added: $251.8] million, which represents approximately [removed: 1%] [added: 9%] of our total outstanding debt and includes scheduled principal amortizations of approximately [removed: $3.1] [added: $1.8] million.

| | December 31, [removed: 2013 | |] [added: 2014] | | | | December 31, [removed: 2012 | |] [added: 2013] | | |

| | Apartment Homes | | [removed: |] Properties | | [removed: |] Apartment Homes | | [removed: |] Properties | [removed: |]

| Operating Properties | | | | | | | | [removed: | | | |]

| Houston, Texas | [removed: 8,752 | | | 25 |] [added: 8,434] | | [removed: 8,440] [added: 24] | | [added: 8,752] | [removed: 24] | [added: 25] |

| Washington, D.C. Metro | [removed: 6,083 | | | 18 |] [added: 6,405] | | [removed: 5,791] [added: 19] | | [added: 6,083] | [removed: 17] | [added: 18] |

| Dallas, Texas | [removed: 5,667 | | | 14 |] [added: 5,243] | | [removed: 6,227] [added: 13] | | [added: 5,667] | [removed: 16] | [added: 14] |

| Tampa, Florida [removed: | 5,108 | | | 12] [added: (1)] | [added: 4,880] | | [removed: 6,493] [added: 11] | | [added: 5,108] | [removed: 15] | [added: 12] |

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

| Atlanta, Georgia | [removed: 3,943 |] [added: 3,867] | | 12 | | [removed: | 3,351 | |] [added: 3,943] | [removed: 11] | [added: 12] |

| Orlando, Florida | [removed: 3,676 |] [added: 3,540] | | 9 | | [removed: | 4,202 | |] [added: 3,676] | [removed: 10] | [added: 9] |

| Raleigh, North Carolina | 3,054 | | [removed: |] 8 | | [removed: |] 3,054 | | [removed: |] 8 | [removed: |]

| Austin, Texas [added: (2)] | 3,030 | | [removed: |] 9 | | [removed: |] 3,030 | | [removed: |] 9 | [removed: |]

| Charlotte, North Carolina | [removed: 2,894 | | | 12 |] [added: 2,487] | | [removed: 3,134] [added: 11] | | [added: 2,894] | [removed: 13] | [added: 12] |

| Southeast Florida | [removed: 2,520 | |] [added: 2,781] | [removed: 7] | [added: 8] | | 2,520 | | [removed: |] 7 | [removed: |]

| Los Angeles/Orange County, California | 2,481 | | [removed: |] 6 | | [removed: |] 2,481 | | [removed: |] 6 | [removed: |]

| Phoenix, Arizona | [removed: 2,095 | | | 7 |] [added: 2,315] | | [removed: 2,645] [added: 8] | | [added: 2,095] | [removed: 9] | [added: 7] |

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

Fund Restructuring

In December 2014, the partnership agreements for each of the funds were amended, resulting in the extension of the term of each fund to December 31, 2026.

In addition, our ownership interests in the funds were increased from 20% to 31.3% effective December 23, 2014.

We also sold four land holdings comprised of an aggregate of approximately 29.3 acres located adjacent to current operating and development communities in Dallas and Houston, Texas and Atlanta, Georgia for approximately $23.7 million and we recognized a gain of approximately $3.6 million relating to these land sales; we also recognized a $1.2 million impairment charge related to one of the land parcels sold in Dallas, Texas in June 2014, which represented the difference between the land holding's carrying value and the fair value based upon the sales contract.

In February 2014, each of the funds sold an operating property comprised of an aggregate of 558 apartment homes; one of the operating properties was located in San Antonio, Texas and the other operating property was in Houston, Texas.

In January 2015, we sold two operating properties comprised of 1,116 apartment homes located in Tampa, Florida and Austin, Texas for approximately $114.4 million.

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| | December 31, 2014 | | | | December 31, 2013 | | |

| | Apartment Homes | | Properties | | Apartment Homes | | Properties |

| Properties Under Construction | | | | | | | |

| (1) | Includes an operating property consisting of 832 apartment homes which was included in properties held for sale at December 31, 2014. This property was sold in January 2015. |

| (2) | Includes an operating property consisting of 284 apartment homes which was included in properties held for sale at December 31, 2014. This property was sold in January 2015. |

| Camden Fourth Ward | | Atlanta, GA | | 276 | | 10/29/2014 |

During the year ended December 31, 2014, we sold five operating properties, and each of the funds, in which we had a 20% interest at the time of sale, sold one operating property as follows:

| Camden River | | Atlanta, GA | | 352 | | 11/10/2014 |

| Camden Glen Lakes | | Dallas, TX | | 424 | | 11/18/2014 |

| Camden Club | | Orlando, FL | | 436 | | 12/4/2014 |

| Camden Lakeside | | Tampa, FL | | 228 | | 12/9/2014 |

| Camden Pinehurst | | Charlotte, NC | | 407 | | 12/18/2014 |

| Camden Braun Station | | San Antonio, TX | | 240 | | 2/12/2014 |

| Camden Piney Point | | Houston, TX | | 318 | | 2/27/2014 |

| | | | | | |

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

| | | | | | |

| Consolidated Operating Properties | | | | | |

| Washington, DC | 321 | | 2Q14 | | 4Q14 |

| | | | | | |

| Unconsolidated Operating Properties | | | | | |

| Camden Waterford Lakes | | | | | |

| Orlando, FL | 300 | | 1Q14 | | 3Q14 |

| Unconsolidated total | 576 | | | | |

At December 31, 2014, we had two consolidated completed operating properties in lease-up as follows:

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| • | compliance or failure to comply with laws, including those requiring access to our properties by disabled persons, could result in substantial cost; |

| • | we depend on our key personnel; |

| • | litigation risks could affect our business; |

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

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

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

As of December 31, 2013, two of these projects reached stabilization.

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

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

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

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

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.

| Las Vegas, Nevada | — | | | — | | | 3,098 | | | 14 | |

| | | | | | | |

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

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

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

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

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

| Location of Land Tract Acquisitions | | Acreage | | Date of Acquisition |

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

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

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

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

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

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

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

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

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

| Camden Fountain Palms | | Peoria, AZ | | 192 | | 11/21/2013 |

| Camden Sierra | | Peoria, AZ | | 288 | | 11/21/2013 |

| Camden Towne Center | | Glendale, AZ | | 240 | | 11/21/2013 |

| Camden Bay Pointe | | Tampa, FL | | 368 | | 11/26/2013 |

| Camden Citrus Park | | Tampa, FL | | 247 | | 11/26/2013 |

| Camden Habersham | | Charlotte, NC | | 240 | | 11/26/2013 |

| Oasis Bay | | Las Vegas, NV | | 128 | | 5/23/2013 |

The table below provides information about our liabilities sensitive to changes in interest rates as of December 31, [removed: 2013] [added: 2014] and [removed: 2012:][added: 2013:]

| | December 31, [removed: 2013] [added: 2014] | | | | | | | | | | | | | December 31, [removed: 2012] [added: 2013] | | | | | | | | | | | |

| Fixed rate debt | $ | [removed: 2,319.5] [added: 2,533.8] | | | [removed: 7.0] [added: 6.4] | | | [removed: 4.7] [added: 4.6] | % | | [removed: 91.7] [added: 92.4] | % | | $ | [removed: 2,297.8] [added: 2,319.5] | | | [removed: 6.9] [added: 7.0] | | | [removed: 4.8] [added: 4.7] | % | | [removed: 91.5] [added: 91.7] | % |

| Variable rate debt | [removed: 211.3] [added: 209.7] | | | | [removed: 6.4] [added: 5.4] | | | 1.0 | | | [removed: 8.3] [added: 7.6] | | | [removed: 212.7] [added: 211.3] | | | | [removed: 7.5] [added: 6.4] | | | [removed: 1.1] [added: 1.0] | | | [removed: 8.5] [added: 8.3] | |

Holding other variables constant, a one percentage point variance in interest rates would change the unrealized fair market value of the fixed rate debt by approximately [removed: $132.4] [added: $140.9] million.

We have entered into, and may enter into in the future, interest rate [removed: swaps] [added: swaps, interest rate caps,] and [removed: caps] [added: treasury locks] to protect ourselves against fluctuations in the rates of our floating rate [removed: debt.][added: debt or future debt issuances.]

As of December 31, [removed: 2013,] [added: 2014,] we owned interests in, operated, or were developing [removed: 184] [added: 181] multifamily properties comprised of [removed: 64,328] [added: 63,163] apartment homes across the United States.

Of the [removed: 184] [added: 181] properties, [removed: 14] [added: 13] properties were under construction and when completed will consist of a total of [removed: 4,354] [added: 4,215] apartment homes.

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

These markets generally feature [removed: one or more of] the following:

| • | Strong economic growth leading to household formation and job growth, which in turn should [removed: lead to high] [added: support higher] demand for our apartments; [added: and] |

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

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

Our on-site personnel are trained to deliver high quality services to our residents, and we strive to motivate our on-site employees through incentive compensation arrangements based upon property operational results, rental rate increases, occupancy levels, and level of [added: new leases and] lease renewals achieved.

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

See Note 8, “Investments in Joint Ventures,” and Note [removed: 14,] [added: 13,] “Commitments and Contingencies,” in the [removed: Notes] [added: notes] to Consolidated Financial Statements for further discussion of our investments in joint ventures.

Our properties compete directly with other multifamily properties as well as [removed: with] condominiums and single-family homes which are available for rent or purchase in the markets in which our communities are located.

At December 31, [removed: 2013,] [added: 2014,] we had approximately 1,780 employees, including executive, administrative, and community personnel.

As of December 31, [removed: 2013,] [added: 2014,] we met the qualification of a REIT under Sections 856-860 of the Internal Revenue Code of 1986, as amended (the “Code”).

Additionally, the investors in the funds have agreed to the terms of a new fund, in which our investment will be 20%, for additional multifamily investments of up to $450 million (including leverage of approximately 70% of the estimated value of the underlying real estate), although there can be no assurance we will consummate this transaction.

Financial Information about Segments

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

As each of our communities has similar economic characteristics, residents, amenities, and services, our operations have been aggregated into one reportable segment.

See our consolidated financial statements and notes included thereto in Item 15 of this Annual Report on Form 10-K for certain information required by Item 1.

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| • | High single family home prices making our apartments a more economical housing choice. |

For the fiscal year ended December 31, [removed: 2013][added: 2014]

The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant was [removed: $5,825,629,302] [added: $6,016,759,052] based on a June 30, [removed: 2013] [added: 2014] share price of [removed: $69.14.][added: $71.15.]

On February [removed: 14, 2014, 85,420,966] [added: 13, 2015, 86,718,520] common shares of the registrant were outstanding, net of treasury shares and shares held in our deferred compensation arrangements.

Portions of the registrant's Proxy Statement in connection with its Annual Meeting of Shareholders to be held May [removed: 9, 2014] [added: 8, 2015] are incorporated by reference in Part III.

| Item 1. | [removed: [Business](#s396F5E0509D917784BEAE2D60B8793CA)] [added: [Business](#sCABBA2686DC2B574A7697CC93610D907)] | [removed: [1](#s396F5E0509D917784BEAE2D60B8793CA)] [added: [1](#sCABBA2686DC2B574A7697CC93610D907)] |

| Item 1A. | [Risk [removed: Factors](#s9A26B5808C468DF4C752E2D60BA6AD77)] [added: Factors](#s56E84387CA2AA19DD7737CC9362F71A3)] | [removed: [3](#s9A26B5808C468DF4C752E2D60BA6AD77)] [added: [3](#s56E84387CA2AA19DD7737CC9362F71A3)] |

| Item 1B. | [Unresolved Staff [removed: Comments](#sBB5A121534BF62F40DDDE2D60BD5C118)] [added: Comments](#s36D0787A5DCE4E4043727CC9366E45EA)] | [removed: [8](#sBB5A121534BF62F40DDDE2D60BD5C118)] [added: [8](#s36D0787A5DCE4E4043727CC9366E45EA)] |

| Item 2. | [removed: [Properties](#sB907CDFFCDD4178125E0E2D60BF4797C)] [added: [Properties](#s05C0CB859B69FFC18E967CC8FB9F1212)] | [removed: [8](#sB907CDFFCDD4178125E0E2D60BF4797C)] [added: [8](#s05C0CB859B69FFC18E967CC8FB9F1212)] |

| Item 3. | [Legal [removed: Proceedings](#s31B9CB3448748FDEBC0AE2D60C335FFD)] [added: Proceedings](#s6573C413059A0C7988917CC936BCD0BD)] | [removed: [14](#s31B9CB3448748FDEBC0AE2D60C335FFD)] [added: [13](#s6573C413059A0C7988917CC936BCD0BD)] |

| Item 4. | [Mine Safety [removed: Disclosures](#sC4A35FE154860F5CDEEEE2D60C52E96A)] [added: Disclosures](#s0377175053C1D3CAB0457CC936DB5B8C)] | [removed: [14](#sC4A35FE154860F5CDEEEE2D60C52E96A)] [added: [13](#s0377175053C1D3CAB0457CC936DB5B8C)] |

| Item 5. | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#sC1B777A7009DDD395F9DE2D60CA04981)] [added: Securities](#s8EC1C39C6CD029A6CBEF7CC937389D02)] | [removed: [14](#sC1B777A7009DDD395F9DE2D60CA04981)] [added: [14](#s8EC1C39C6CD029A6CBEF7CC937389D02)] |

| Item 6. | [Selected Financial [removed: Data](#s64E887D2790963A3642FE2D60CEE04C4)] [added: Data](#s21A849AD3BD58FA900627CC8FF678921)] | [removed: [17](#s64E887D2790963A3642FE2D60CEE04C4)] [added: [17](#s21A849AD3BD58FA900627CC8FF678921)] |

| Item 7. | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#sCCD8CC1D8E40F3F75751E2D5F1D5008B)] [added: Operations](#s3C432B44F041563070397CC8F89391BB)] | [removed: [19](#sCCD8CC1D8E40F3F75751E2D5F1D5008B)] [added: [19](#s3C432B44F041563070397CC8F89391BB)] |

| Item 7A. | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#s378334602177707857EDE2D60E36779A)] [added: Risk](#s27B77A6F682CC21C25EF7CC938ED6FDC)] | [removed: [39](#s378334602177707857EDE2D60E36779A)] [added: [38](#s27B77A6F682CC21C25EF7CC938ED6FDC)] |

| Item 8. | [Financial Statements and Supplementary [removed: Data](#s0DC5052D65636AB78E57E2D60E4631DB)] [added: Data](#s815585793DAEB3CF77817CC938FD1BDF)] | [removed: [39](#s0DC5052D65636AB78E57E2D60E4631DB)] [added: [38](#s815585793DAEB3CF77817CC938FD1BDF)] |

| Item 9. | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#s26760649FB9ADB2AC054E2D60E75A291)] [added: Disclosure](#s3706F6D8B5CD807D64B87CC9392C50E2)] | [removed: [39](#s26760649FB9ADB2AC054E2D60E75A291)] [added: [39](#s3706F6D8B5CD807D64B87CC9392C50E2)] |

| Item 9A. | [Controls and [removed: Procedures](#s5E198D660CB65E87D9B3E2D60E94BF3C)] [added: Procedures](#sF0B5D70D555C99B25C2E7CC9395ABAC4)] | [removed: [39](#s5E198D660CB65E87D9B3E2D60E94BF3C)] [added: [39](#sF0B5D70D555C99B25C2E7CC9395ABAC4)] |

| Item 9B. | [Other [removed: Information](#s7F6AFADFA19E12F4D06EE2D60EE24BDF)] [added: Information](#s9A667576A0F214180DE47CC939A8E20D)] | [removed: [43](#s7F6AFADFA19E12F4D06EE2D60EE24BDF)] [added: [42](#s9A667576A0F214180DE47CC939A8E20D)] |

| [PART [removed: III](#s2BB2DC6971C645617183E2D60F21CED3)] [added: III](#sE31C6A06F528FD0751A07CC939C87BF8)] | | |

| Item 10. | [Directors, Executive Officers and Corporate [removed: Governance](#s11E678D87647797675C9E2D60F40B89B)] [added: Governance](#sCC7C84B8FD2306F396EC7CC939F6C4E3)] | [removed: [43](#s11E678D87647797675C9E2D60F40B89B)] [added: [42](#sCC7C84B8FD2306F396EC7CC939F6C4E3)] |

| Item 11. | [Executive [removed: Compensation](#s7979CD41C0D32D7FCBA9E2D60F6FC324)] [added: Compensation](#sD57C7331F124423CFDD47CC93A256FE4)] | [removed: [43](#s7979CD41C0D32D7FCBA9E2D60F6FC324)] [added: [42](#sD57C7331F124423CFDD47CC93A256FE4)] |

| Item 12. | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#s9432171460FFA69DF2FEE2D5FCA2FD24)] [added: Matters](#s1F3AE4FFDF1EFE061F6D7CC900BE295F)] | [removed: [43](#s9432171460FFA69DF2FEE2D5FCA2FD24)] [added: [42](#s1F3AE4FFDF1EFE061F6D7CC900BE295F)] |

| Item 13. | [Certain Relationships and Related Transactions, and Director [removed: Independence](#sD9CC5D97EE641C70439CE2D60FBD2A42)] [added: Independence](#s523FD7BE0AB69E31C8707CC93A732E8E)] | [removed: [43](#sD9CC5D97EE641C70439CE2D60FBD2A42)] [added: [42](#s523FD7BE0AB69E31C8707CC93A732E8E)] |

| Item 14. | [Principal Accounting Fees and [removed: Services](#sFECD96B4B5A1FB859ED0E2D60FDCECC1)] [added: Services](#s8DA5867BD030D5C99E7A7CC93AA2E9BA)] | [removed: [44](#sFECD96B4B5A1FB859ED0E2D60FDCECC1)] [added: [43](#s8DA5867BD030D5C99E7A7CC93AA2E9BA)] |

| Item 15. | [Exhibits and Financial Statement [removed: Schedules](#s3E2489F7FE096123EACBE2D6103A9C87)] [added: Schedules](#s1FC60A4A3FBAD709EAD57CC93AF06E51)] | [removed: [44](#s3E2489F7FE096123EACBE2D6103A9C87)] [added: [43](#s1FC60A4A3FBAD709EAD57CC93AF06E51)] |

10-K 1 cpt12312014-10k.htm 10-K

| [PART I](#s2797F9E5BE8191F5AE167CC935E10ACB) | | |

| [PART II](#sC0EDB66551DA7172C3DC7CC9370ADB97) | | |

| [PART IV](#s2B2BDE031068104E99157CC93AC17168) | | |

| [SIGNATURES](#s55418C1915EA4701E2FB7CC9010CD5E9) | | [48](#s55418C1915EA4701E2FB7CC9010CD5E9) |

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

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

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

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

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

Our properties typically consist of mid-rise buildings or two and three story buildings in a landscaped setting and provide residents with a variety of [removed: amenities.][added: amenities common to multifamily rental properties.]

The [removed: 170] [added: 168] operating properties in which we owned interests and operated at December 31, [removed: 2013] [added: 2014] averaged [removed: 948] [added: 945] square feet of living area per apartment home.

For the year ended December 31, [removed: 2013,] [added: 2014,] no single operating property accounted for greater than [removed: 1.6%] [added: 1.7%] of our total revenues.

Our operating properties had a weighted average occupancy rate of approximately [added: 96% and] 95% for [removed: each of] the years ended December 31, [removed: 2013] [added: 2014] and [removed: 2012,] [added: 2013, respectively,] and an average annual rental revenue per apartment home of [removed: $1,157] [added: $1,230] and [removed: $1,045] [added: $1,157] for the years ended December 31, [removed: 2013] [added: 2014] and [removed: 2012,] [added: 2013,] respectively.

[removed: 151] [added: At December 31, 2014, 148] of our operating properties [removed: have] [added: had] over 200 apartment homes, with the largest having [removed: 930] [added: 1,005] apartment homes.

The following table sets forth information with respect to our [removed: 170] [added: 168] operating properties at December 31, [removed: 2013:][added: 2014:]

| | | OPERATING PROPERTIES | | | | | | | | | | | | [added: |]

| Property and Location | | Year Placed [removed: In] [added: in] Service | | Average Apartment Size (Sq. Ft.) | | [added: |] Number of Apartments | | [removed: 2013] [added: 2014] Average Occupancy (1) | | | [removed: 2013] [added: 2014] Average Monthly Rental Rate per Apartment (2) | | |

| ARIZONA | | | | | | | | | | | | | | [added: |]

| [removed: Phoenix] [added: Phoenix/Scottsdale] | | | | | | | | | | | | | | [added: |]

| Camden Copper Square | | 2000 | | 786 | | [added: |] 332 | | [removed: 93.3] [added: 96.1] | % | | $ | [removed: 939] [added: 958] | |

| Camden Legacy | | 1996 | | 1,067 | | [added: |] 428 | | [removed: 93.6] [added: 95.1] | | | [removed: 1,006] [added: 1,044] | | |

| Camden Montierra | | 1999 | | 1,071 | | [added: |] 249 | | [removed: 93.1] [added: 95.0] | | | 1,182 | | |

| Camden Pecos Ranch | | 2001 | | 924 | | [added: |] 272 | | [removed: 93.7] [added: 94.6] | | | [removed: 886] [added: 910] | | |

| Camden San Marcos | | 1995 | | 984 | | [added: |] 320 | | [removed: 92.7] [added: 94.1] | | | [removed: 1,004] [added: 1,057] | | |

| Camden San Paloma | | 1993/1994 | | 1,042 | | [added: |] 324 | | [removed: 94.0] [added: 95.7] | | | [removed: 1,012] [added: 1,048] | | |

| Camden Sotelo [removed: (3)] | | 2008/2012 | | 1,303 | | [added: |] 170 | | [removed: 92.2] [added: 92.0] | | | [removed: 1,205] [added: 1,461] | | |

| CALIFORNIA | | | | | | | | | | | | | | [added: |]

| Los Angeles/Orange County | | | | | | | | | | | | | | [added: |]

| Camden Crown Valley | | 2001 | | 1,009 | | [added: |] 380 | | [removed: 95.6] [added: 96.0] | | | [removed: 1,663] [added: 1,763] | | |

| Camden Harbor View | | 2004 | | 975 | | [added: |] 538 | | [removed: 95.3] [added: 96.1] | | | [removed: 2,044] [added: 2,120] | | |

| Camden Main & Jamboree (4) | | 2008 | | 1,011 | | [added: |] 290 | | [removed: 96.1] [added: 96.4] | | | [removed: 1,868] [added: 1,913] | | |

| Camden Martinique | | 1986 | | 794 | | [added: |] 714 | | [removed: 95.9] [added: 95.5] | | | [removed: 1,409] [added: 1,491] | | |

| Camden Parkside | | 1972 | | 836 | | [added: |] 421 | | [removed: 94.5] [added: 87.4] | | | [removed: 1,291] [added: 1,431] | | |

| Camden Sea Palms | | 1990 | | 891 | | [added: |] 138 | | [removed: 96.1] [added: 97.1] | | | [removed: 1,567] [added: 1,645] | | |

| San Diego/Inland Empire | | | | | | | | | | | | | | [added: |]

| Camden Landmark | | 2006 | | 982 | | [added: |] 469 | | [removed: 93.3] [added: 95.0] | | | [removed: 1,335] [added: 1,375] | | |

| Camden Old Creek | | 2007 | | 1,037 | | [added: |] 350 | | [removed: 95.4] [added: 96.6] | | | [removed: 1,660] [added: 1,712] | | |

| Camden Sierra at Otay Ranch | | 2003 | | 962 | | [added: |] 422 | | [removed: 94.3] [added: 94.5] | | | [removed: 1,536] [added: 1,599] | | |

| Camden Tuscany | | 2003 | | 896 | | [added: |] 160 | | [removed: 94.8] [added: 95.8] | | | [removed: 2,109] [added: 2,216] | | |

| Camden Vineyards | | 2002 | | 1,053 | | [added: |] 264 | | [removed: 94.7] [added: 95.5] | | | [removed: 1,254] [added: 1,286] | | |

| COLORADO | | | | | | | | | | | | | | [added: |]

| Denver | | | | | | | | | | | | | | [added: |]

| Camden Belleview Station | | 2009 | | 888 | | [added: |] 270 | | [removed: 93.3] [added: 95.2] | | | [removed: 1,224] [added: 1,242] | | |

| Camden Caley | | 2000 | | 925 | | [added: |] 218 | | [removed: 96.0] [added: 95.2] | | | [removed: 1,078] [added: 1,171] | | |

| Camden Denver West | | 1997 | | 1,015 | | [added: |] 320 | | [removed: 95.8] [added: 96.3] | | | [removed: 1,243] [added: 1,360] | | |

| Camden Highlands Ridge | | 1996 | | 1,149 | | [added: |] 342 | | [removed: 92.9] [added: 94.7] | | | [removed: 1,334] [added: 1,405] | | |

| Camden Interlocken | | 1999 | | 1,010 | | [added: |] 340 | | [removed: 95.5] [added: 96.2] | | | [removed: 1,282] [added: 1,325] | | |

| Camden Lakeway | | 1997 | | 932 | | [added: |] 451 | | [removed: 94.9] [added: 95.7] | | | [removed: 1,082] [added: 1,179] | | |

| WASHINGTON DC METRO | | | | | | | | | | | | | | [added: |]

| 2010-2014 | 18 |

| 2005-2009 | 36 |

| 2000-2004 | 42 |

| 1995-1999 | 46 |

| 1990-1994 | 10 |

| 1985-1989 | 12 |

| Prior to 1985 | 4 |

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

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

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

| Camden Foothills (3) | | 2014 | | 1,032 | | | 220 | | Lease-up | | | 1,582 | | |

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

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

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

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

| Property and Location | | Year Placed in Service | | Average Apartment Size (Sq. Ft.) | | | Number of Apartments | | 2014 Average Occupancy (1) | | | 2014 Average Monthly Rental Rate per Apartment (2) | | |

| Camden NoMa (5) | | 2014 | | 770 | | | 321 | | 95.3 | | | 2,230 | | |

| Camden Boca Raton (3) | | 2014 | | 843 | | | 261 | | Lease-up | | | 1,801 | | |

| Camden Waterford Lakes (5) (6) | | 2013 | | 971 | | | 300 | | 98.0 | | | 1,180 | | |

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

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

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

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

| Property and Location | | Year Placed in Service | | Average Apartment Size (Sq. Ft.) | | | Number of Apartments | | 2014 Average Occupancy (1) | | | 2014 Average Monthly Rental Rate per Apartment (2) | | |

| Camden Fourth Ward (8) | | 2014 | | 847 | | | 276 | | 90.4 | | | 1,535 | | |

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

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

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

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

| Property and Location | | Year Placed in Service | | Average Apartment Size (Sq. Ft.) | | | Number of Apartments | | 2014 Average Occupancy (1) | | | 2014 Average Monthly Rental Rate per Apartment (2) | | |

| Camden Miramar (9) | | 1994-2014 | | 494 | | | 1,005 | | 75.1 | | | 988 | | |

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

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

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

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

| Property and Location | | Year Placed in Service | | Average Apartment Size (Sq. Ft.) | | | Number of Apartments | | 2014 Average Occupancy (1) | | | 2014 Average Monthly Rental Rate per Apartment (2) | | |

| (7) | Property was included in properties held for sale at December 31, 2014. We sold this property in January 2015. |

| (8) | Property acquired during 2014. Property had recently completed construction and was stabilized during 2014. Average occupancy was calculated from date at which occupancy exceeded 90% through December 31, 2014. |

| | |

| --- | --- |

Most of the properties have one or more swimming pools and a clubhouse and many have exercise room facilities, and controlled-access gates.

Many of the apartment homes offer additional amenities common to multifamily rental properties.

| 2006-2013 | 49 |

| 2001-2005 | 32 |

| 1996-2000 | 49 |

| 1991-1995 | 18 |

| 1986-1990 | 15 |

| Prior to 1986 | 7 |

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

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

| Camden Club | | 1986 | | 1,077 | | 436 | | 95.7 | | | 907 | | |

| Camden Lakeside | | 1986 | | 729 | | 228 | | 94.9 | | | 772 | | |

| Camden River | | 1997 | | 1,103 | | 352 | | 95.7 | | | 931 | | |

| Camden Pinehurst | | 1967 | | 1,147 | | 407 | | 96.1 | | | 886 | | |

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

| Camden Glen Lakes | | 1979 | | 877 | | 424 | | 95.1 | % | | $ | 871 | |

| Camden Piney Point (6) | | 2004 | | 919 | | 318 | | 96.2 | | | 1,181 | | |

| San Antonio | | | | | | | | | | | | | |

| Camden Braun Station (6) | | 2006 | | 827 | | 240 | | 96.5 | | | 858 | | |

| (3) | Property acquired during 2013—average occupancy calculated from date property was acquired. |

In the first quarter of [removed: 2014,] [added: 2015,] the Company's Board of Trust Managers increased the quarterly dividend rate from [removed: $0.63 to] $0.66 [added: to $0.70] per common share.

Assuming [added: similar] dividend distributions for the remainder of [removed: 2014 are similar to those declared for the first quarter 2014, the] [added: 2015, our] annualized dividend rate for [removed: 2014] [added: 2015] would be [removed: $2.64.][added: $2.80.]

[removed: ][added: ]

This graph assumes the investment of $100 on December 31, [removed: 2008] [added: 2009] and quarterly reinvestment of dividends.

| Index | [removed: 2009 | | | |] 2010 | | | | 2011 | | | | 2012 | | | | 2013 | | | [added: | 2014 | | |]

As of February [removed: 14, 2014,] [added: 12, 2015,] there were approximately [removed: 483] [added: 447] shareholders of record and approximately [removed: 26,283] [added: 25,215] beneficial owners of our common shares.

In [removed: March 2010,] [added: May 2011,] we [removed: announced the creation of] [added: created] an at-the-market [removed: (“ATM”)] [added: ("ATM")] share offering program through which we could, but had no obligation to, sell common shares having an aggregate offering price of up to [removed: $250] [added: $300] million (the [removed: “2010] [added: “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.

[removed: The net proceeds resulting from the 2010 ATM program] [added: These amounts] were used for general corporate purposes, which included repayment of [removed: notes payable, the repayment of borrowings under] [added: outstanding balances on] our unsecured line of [removed: credit,] [added: credit] and [added: short-term borrowings, and] funding for [removed: development] [added: development, redevelopment, and capital improvement] activities.

During the year ended December 31, [removed: 2011,] [added: 2013,] we issued approximately [removed: 0.3] [added: 0.6] million common shares at an average price of [removed: $55.81] [added: $73.73] per share for total net consideration of approximately [removed: $13.8 million which were used for general corporate purposes.][added: $40.0 million.]

The [removed: 2010] [added: 2012] ATM program was terminated in the [removed: second] [added: fourth] quarter of [removed: 2011,] [added: 2014,] and no further common shares are available for sale under this program.

In [removed: May 2011,] [added: November 2014,] we created an ATM share offering program through which we [removed: could,] [added: can,] but [removed: had] [added: have] no obligation to, sell common shares having an aggregate offering price of up to [removed: $300] [added: $331.3] million (the [removed: “2011] [added: "2014] ATM [removed: program”),] [added: program"),] in amounts and at times as we [removed: determined,] [added: determine,] into the existing trading market at current market prices as well as through negotiated transactions.

[removed: The net proceeds resulting from the 2011 ATM program] [added: These amounts] were used to redeem all of our outstanding redeemable perpetual preferred units [removed: as further discussed in Note 5, "Operating Partnerships,"] and for other general corporate purposes, which included funding for development activities, financing of acquisitions, repayment of notes payable and borrowings under our $500 million unsecured line of credit.

During the year ended December 31, [removed: 2011,] [added: 2012,] we issued approximately [removed: 1.5] [added: 2.0] million common shares at an average price of [removed: $62.98] [added: $66.01] per share for total net consideration of approximately [removed: $92.8 million.][added: $128.1 million under the 2011 ATM program.]

During the year ended December 31, [removed: 2012,] [added: 2014,] we issued approximately [removed: 2.0] [added: 0.2] million common shares at an average price of [removed: $66.01] [added: $76.28] per share for total net consideration of approximately [removed: $128.1] [added: $15.7] million [added: under the 2014 ATM program] which [removed: were] [added: was] used for general corporate purposes, which included funding for development [removed: activities, financing of acquisitions, repayment of notes payable] and [removed: borrowings under our $500 million unsecured line of credit.][added: capital improvement projects.]

In May 2012, we created an ATM share offering program through which we [removed: can,] [added: could,] but [removed: have] [added: had] 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 [removed: determine, into the existing trading market at current market prices as well as through negotiated transactions.]

We intend to use the [added: remaining] net proceeds from the [removed: 2012] [added: 2014] ATM program for general corporate purposes, which may include funding for [removed: development activities,] [added: development, redevelopment and capital improvement projects,] financing for acquisitions, the redemption or other repurchase of outstanding debt or equity securities, reducing future borrowings under our $500 million unsecured line of credit, and the repayment of other indebtedness.

During the year ended December 31, [removed: 2013,] [added: 2014,] we issued approximately [removed: 0.6] [added: 0.7] million common shares at an average price of [removed: $73.73] [added: $74.60] per share for total net consideration of approximately [removed: $40.0] [added: $50.5] million [removed: which were used for general corporate purposes, which included funding for development and capital improvement projects.][added: under the 2012 ATM program.]

As of the date of this filing, we had common shares having an aggregate offering price of up to [removed: $82.7] [added: $315.3] million remaining available for sale under the [removed: 2012] [added: 2014] ATM program.

Under this program, we have repurchased 4.3 million shares for a total of approximately $230.2 million from April 2007 through December 31, [removed: 2013.][added: 2014.]

The remaining dollar value of our common equity securities authorized to be repurchased under the program was approximately $269.8 million as of December 31, [removed: 2013.][added: 2014.]

There were no repurchases of our equity securities during the years ended December 31, [removed: 2013, 2012] [added: 2014, 2013] and [removed: 2011.][added: 2012.]

| 2014 Quarters: | | | | | | | | | | | |

| First | $ | 67.59 | | | $ | 57.64 | | | $ | 0.66 | |

| Second | 72.08 | | | | 66.69 | | | | 0.66 | | |

| Third | 75.51 | | | | 67.83 | | | | 0.66 | | |

| Fourth | 77.87 | | | | 68.47 | | | | 0.66 | | |

| Camden Property Trust | $ | 132.48 | | | $ | 157.99 | | | $ | 179.18 | | | $ | 155.39 | | | $ | 209.52 | |

| FTSE NAREIT Equity | 127.96 | | | | 138.57 | | | | 163.60 | | | | 167.63 | | | | 218.16 | | |

| S&P 500 | 115.06 | | | | 117.49 | | | | 136.30 | | | | 180.44 | | | | 205.14 | | |

| Russell 2000 | 126.86 | | | | 121.56 | | | | 141.43 | | | | 196.34 | | | | 205.95 | | |

| MSCI US REIT (RMS) Index | 128.48 | | | | 139.65 | | | | 164.46 | | | | 168.52 | | | | 219.72 | | |

determined, into the existing trading market at current market prices as well as through negotiated transactions.

| 2012 Quarters: | | | | | | | | | | | |

| First | $ | 65.75 | | | $ | 59.61 | | | $ | 0.56 | |

| Second | 68.84 | | | | 63.09 | | | | 0.56 | | |

| Third | 71.59 | | | | 64.49 | | | | 0.56 | | |

| Fourth | 68.21 | | | | 62.70 | | | | 0.56 | | |

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

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

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

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

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

The following table provides selected financial data relating to our historical financial condition and results of operations as of and for each of the years ended December 31, [removed: 2009] [added: 2010] through [removed: 2013.][added: 2014.]

| (in thousands, except per share amounts and property data) | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | | | [removed: 2011] [added: 2012] | | | | [removed: 2010] [added: 2011] | | | | [removed: 2009] [added: 2010] | | |

| Total property revenues | $ | [removed: 788,851] [added: 843,978] | | | $ | [removed: 698,318] [added: 788,851] | | | $ | [removed: 599,401] [added: 698,318] | | | $ | [removed: 547,756] [added: 599,401] | | | $ | [removed: 547,047] [added: 547,756] | |

| Total property expenses | [removed: 285,691] [added: 305,308] | | | | [removed: 256,430] [added: 285,691] | | | | [removed: 230,212] [added: 256,430] | | | | [removed: 217,309] [added: 230,212] | | | | [removed: 212,005] [added: 217,309] | | |

| Total non-property income | [removed: 21,197] [added: 14,611] | | | | [removed: 16,407] [added: 21,197] | | | | [removed: 21,395] [added: 16,407] | | | | [removed: 28,337] [added: 21,395] | | | | [removed: 25,443] [added: 28,337] | | |

| Total other expenses | [removed: 392,478] [added: 415,224] | | | | [removed: 373,254] [added: 392,478] | | | | [removed: 352,627] [added: 373,254] | | | | [removed: 353,427] [added: 352,627] | | | | [removed: 356,533] [added: 353,427] | | |

| Income (loss) from continuing operations attributable to common shareholders | [removed: 151,594] [added: 292,089] | | | | [removed: 154,116] [added: 151,594] | | | | [removed: 7,383] [added: 154,116] | | | | [removed: (5,357] [added: 7,383] | | [removed: )] | | [removed: (90,621] [added: (5,357] | | ) |

| Net income [removed: (loss)] attributable to common shareholders | [removed: 336,364] [added: 292,089] | | | | [removed: 283,390] [added: 336,364] | | | | [removed: 49,379] [added: 283,390] | | | | [removed: 23,216] [added: 49,379] | | | | [removed: (50,800] [added: 23,216] | | [removed: )] |

| [removed: Income] [added: Earnings] (loss) [added: per common share] from continuing [removed: operations attributable to common shareholders per share:] [added: operations:] | | | | | | | | | | | | | | | | | | | |

| Basic | $ | [removed: 1.70] [added: 3.29] | | | $ | [removed: 1.81] [added: 1.70] | | | $ | [removed: 0.09] [added: 1.81] | | | $ | [removed: (0.08] [added: 0.09] | [removed: )] | | $ | [removed: (1.44] [added: (0.08] | ) |

| Diluted | [removed: 1.69] [added: 3.27] | | | | [removed: 1.79] [added: 1.69] | | | | [removed: 0.09] [added: 1.79] | | | | [removed: (0.08] [added: 0.09] | | [removed: )] | | [removed: (1.44] [added: (0.08] | | ) |

| Basic | $ | [removed: 3.82] [added: 3.29] | | | $ | [removed: 3.35] [added: 3.82] | | | $ | [removed: 0.67] [added: 3.35] | | | $ | [removed: 0.33] [added: 0.67] | | | $ | [removed: (0.80] [added: 0.33] | [removed: )] |

| Diluted | [removed: 3.78] [added: 3.27] | | | | [removed: 3.30] [added: 3.78] | | | | [removed: 0.66] [added: 3.30] | | | | [removed: 0.33] [added: 0.66] | | | | [removed: (0.80] [added: 0.33] | | [removed: )] |

| Distributions declared per common share | $ | [removed: 2.52] [added: 2.64] | | | $ | [removed: 2.24] [added: 2.52] | | | $ | [removed: 1.96] [added: 2.24] | | | $ | [removed: 1.80] [added: 1.96] | | | $ | [removed: 2.05] [added: 1.80] | |

| Total real estate assets, at cost (b) | $ | [removed: 7,114,336] [added: 7,485,088] | | | $ | [removed: 6,749,523] [added: 7,114,336] | | | $ | [removed: 5,875,515] [added: 6,749,523] | | | $ | [removed: 5,675,309] [added: 5,875,515] | | | $ | [removed: 5,505,168] [added: 5,675,309] | |

| Total assets | [removed: 5,632,141] [added: 6,056,907] | | | | [removed: 5,385,172] [added: 5,632,141] | | | | [removed: 4,622,075] [added: 5,385,172] | | | | [removed: 4,699,737] [added: 4,622,075] | | | | [removed: 4,607,999] [added: 4,699,737] | | |

| Notes payable | [removed: 2,530,766] [added: 2,743,539] | | | | [removed: 2,510,468] [added: 2,530,766] | | | | [removed: 2,432,112] [added: 2,510,468] | | | | [removed: 2,563,754] [added: 2,432,112] | | | | [removed: 2,625,199] [added: 2,563,754] | | |

| Non-Qualified deferred compensation share awards | [removed: 47,180] [added: 68,134] | | | | [removed: —] [added: 47,180] | | | | — | | | | — | | | | — | | |

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

| Equity | [removed: 2,760,181] [added: 2,888,409] | | | | [removed: 2,626,708] [added: 2,760,181] | | | | [removed: 1,827,768] [added: 2,626,708] | | | | [removed: 1,757,373] [added: 1,827,768] | | | | [removed: 1,609,013] [added: 1,757,373] | | |

| Operating activities | $ | [removed: 404,291] [added: 418,528] | | | $ | [removed: 324,267] [added: 404,291] | | | $ | [removed: 244,834] [added: 324,267] | | | $ | [removed: 224,036] [added: 244,834] | | | $ | [removed: 217,688] [added: 224,036] | |

| Investing activities | [removed: (258,985] [added: (325,886] | | ) | | [removed: (527,685] [added: (258,985] | | ) | | [removed: (187,364] [added: (527,685] | | ) | | [removed: 35,150] [added: (187,364] | | [added: )] | | [removed: (69,516] [added: 35,150] | | [removed: )] |

| Financing activities | [added: 43,482 | | | |] (154,181 | | ) | | 174,928 | | | | (172,886 | | ) | | (152,767 | | ) | [removed: | (91,423 | | ) |]

| Funds from operations – diluted (c) | [removed: 368,321] [added: 378,043] | | | | [removed: 313,337] [added: 368,321] | | | | [removed: 207,535] [added: 313,337] | | | | [removed: 194,309] [added: 207,535] | | | | [removed: 109,947] [added: 194,309] | | |

| Number of operating properties (at the end of year) (d) | [removed: 170] [added: 168] | | | | [removed: 193] [added: 170] | | | | [removed: 196] [added: 193] | | | | [removed: 186] [added: 196] | | | | [removed: 183] [added: 186] | | |

| Number of operating apartment homes (at end of year) (d) | [removed: 59,899] [added: 58,948] | | | | [removed: 65,775] [added: 59,899] | | | | [removed: 66,997] [added: 65,775] | | | | [removed: 63,316] [added: 66,997] | | | | [removed: 63,286] [added: 63,316] | | |

| Number of operating apartment homes (weighted average) (e) | [removed: 54,181] [added: 52,833] | | | | [removed: 54,194] [added: 54,181] | | | | [removed: 50,905] [added: 54,194] | | | | [removed: 50,794] [added: 50,905] | | | | [removed: 50,608] [added: 50,794] | | |

| Weighted average monthly total property revenue per apartment home | $ | [removed: 1,270] [added: 1,331] | | | $ | [removed: 1,207] [added: 1,270] | | | $ | [removed: 1,142] [added: 1,207] | | | $ | [removed: 1,072] [added: 1,142] | | | $ | [removed: 1,086] [added: 1,072] | |

| Properties under development (at end of period) | [removed: 14] [added: 13] | | | | [removed: 9] [added: 14] | | | | [removed: 10] [added: 9] | | | | [removed: 2] [added: 10] | | | | 2 | | |

| (b) | Includes properties held for sale at [added: net] book [removed: value.] [added: value at December 31, 2014, 2012 and 2011.] |

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

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

| (d) | Includes properties held for sale at December 31, [added: 2014,] 2012 and 2011. |

| Total earnings per common share: | | | | | | | | | | | | | | | | | | | |

See "Funds from Operations" in Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations" for a reconciliation of net income attributable to common shareholders to FFO.

Prior year amounts have been reclassified for discontinued operations.

| Net income (loss) attributable to common shareholders per share: | | | | | | | | | | | | | | | | | | | |

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

Management assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2013.][added: 2014.]

In making this assessment, management used the criteria [removed: set forth] [added: established in Internal Control — Integrated Framework (2013) issued] by the Committee of Sponsoring Organizations of the Treadway [removed: Commission (COSO) in Internal Control-Integrated Framework originally issued in 1992.][added: Commission.]

Based on our assessment, management concluded our internal control over financial reporting is effective as of December 31, [removed: 2013.][added: 2014.]

We have audited the internal control over financial reporting of Camden Property Trust and subsidiaries (the “Company”) as of December 31, [removed: 2013,] [added: 2014,] based on criteria established in Internal Control — Integrated Framework [removed: (1992)] [added: (2013)] issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2013,] [added: 2014,] based on the criteria established in Internal Control — Integrated Framework [removed: (1992)] [added: (2013)] issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements and financial statement schedule as of and for the year ended December 31, [removed: 2013] [added: 2014] of the Company and our report dated February [removed: 21, 2014] [added: 20, 2015] expressed an unqualified opinion on those financial statements and financial statement [removed: schedule.][added: schedule and included an explanatory paragraph regarding the Company's adoption of a new accounting standard.]

February 20, 2015

February 20, 2015

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

February 21, 2014

Information with respect to this Item 10 is incorporated by reference from our Proxy Statement, which we expect to file on or about March [removed: 21, 2014] [added: 27, 2015] in connection with the Annual Meeting of Shareholders to be held May [removed: 9, 2014.][added: 8, 2015.]

Information with respect to this Item 11 is incorporated by reference from our Proxy Statement, which we expect to file on or about March [removed: 21, 2014] [added: 27, 2015] in connection with the Annual Meeting of Shareholders to be held May [removed: 9, 2014.][added: 8, 2015.]

Information with respect to this Item 12 is incorporated by reference from our Proxy Statement, which we expect to file on or about March [removed: 21, 2014] [added: 27, 2015] in connection with the Annual Meeting of Shareholders to be held May [removed: 9, 2014] [added: 8, 2015] to the extent not set forth below.

The following table gives information about the equity compensation plans as of December 31, [removed: 2013.][added: 2014.]

| Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | | | Weighted-average exercise price of outstanding options, warrants and rights (b) | | | | Number of securities remaining available for future issuance under equity compensation [removed: plans(excluding] [added: plans (excluding] securities reflected in column (a))(c) | |

[removed: As of] [added: At] December 31, [removed: 2013,] [added: 2014,] approximately [removed: 6.7] [added: 5.5] million fungible units were available under the 2011 Share Plan, which results in approximately [removed: 1.9] [added: 1.6] million common shares which may be granted pursuant to full value awards based on the 3.45 to 1.0 fungible unit to full value award conversion ratio.

| Equity compensation plans approved by security holders | 321,811 | | | $ | 38.97 | | | 1,596,215 | |

| Total | 321,811 | | | $ | 38.97 | | | 1,596,215 | |

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

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

Information with respect to this Item 13 is incorporated herein by reference from our Proxy Statement, which we expect to file on or about March [removed: 21, 2014] [added: 27, 2015] in connection with the Annual Meeting of Shareholders to be held May [removed: 9, 2014.][added: 8, 2015.]

Information with respect to this Item 14 is incorporated herein by reference from our Proxy Statement, which we expect to file on or about March [removed: 21, 2014] [added: 27, 2015] in connection with the Annual Meeting of Shareholders to be held May [removed: 9, 2014.][added: 8, 2015.]

| [Report of Independent Registered Public Accounting [removed: Firm](#s6019605B6C200A0BEA75E2D610885473)] [added: Firm](#sA59EE949CD8BD49B0E6E7CC93B4EEAA6)] | [removed: [F-1](#s6019605B6C200A0BEA75E2D610885473)] [added: [F-1](#sA59EE949CD8BD49B0E6E7CC93B4EEAA6)] |

| [Consolidated Balance Sheets as of December 31, [removed: 2013] [added: 2014] and [removed: 2012](#s6176462E31100364D86AE2D5E2837F28)] [added: 2013](#s4CD34FB798F3707A823F7CC8D6D17AE5)] | [removed: [F-2](#s6176462E31100364D86AE2D5E2837F28)] [added: [F-2](#s4CD34FB798F3707A823F7CC8D6D17AE5)] |

| [Consolidated Statements of Income and Comprehensive Income for the Years Ended December 31, [added: 2014,] 2013, [removed: 2012,] and [removed: 2011](#s7F2437527ED7782426B5E2D5E1A89354)] [added: 2012](#s20B229BF8E6745FC8EAF7CC8D77D8BEF)] | [removed: [F-3](#s7F2437527ED7782426B5E2D5E1A89354)] [added: [F-3](#s20B229BF8E6745FC8EAF7CC8D77D8BEF)] |

| [Consolidated Statements of Equity and Perpetual Preferred Units for the Years Ended December 31, [added: 2014,] 2013, [removed: 2012,] and [removed: 2011](#sA43DE5738D5994A111E7E2D5E39CC1E0)] [added: 2012](#sD72CA86E115E4F5C559B7CC8D9125D5C)] | [removed: [F-5](#sA43DE5738D5994A111E7E2D5E39CC1E0)] [added: [F-5](#sD72CA86E115E4F5C559B7CC8D9125D5C)] |

| [Consolidated Statements of Cash Flows for the Years Ended December 31, [added: 2014,] 2013, [removed: 2012,] and [removed: 2011](#s552A4BFEB3C38E69F9D1E2D5E3EA504D)] [added: 2012](#sE9E0357E5C3413B04EDB7CC8D8577B79)] | [removed: [F-7](#s552A4BFEB3C38E69F9D1E2D5E3EA504D)] [added: [F-7](#sE9E0357E5C3413B04EDB7CC8D8577B79)] |

| [Notes to Consolidated Financial [removed: Statements](#sF109071886F6E17C6948E2D611B1B77E)] [added: Statements](#s3BC3064107DF14731E9E7CC93C577B66)] | [removed: [F-9](#sF109071886F6E17C6948E2D611B1B77E)] [added: [F-9](#s3BC3064107DF14731E9E7CC93C577B66)] |

| [Schedule III – Real Estate and Accumulated [removed: Depreciation](#s53CA09E3DC3CB9B7E9D2E2D5E1691BCD)] [added: Depreciation](#sDAAB23EB0FE1BE53B63C7CC8D6452C81)] | [removed: [S-1](#s53CA09E3DC3CB9B7E9D2E2D5E1691BCD)] [added: [S-1](#sDAAB23EB0FE1BE53B63C7CC8D6452C81)] |

| 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 [removed: Trustee.] [added: Trustee] | | Exhibit 4.3 to Form 8-K filed on June 3, 2011 |

| 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 [removed: Oden.] [added: 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 [removed: Oden.] [added: Oden] | | Exhibit 99.1 to Form 8-K filed on March 18, 2008 |

| [removed: 10.9] [added: 10.8] | | Second Amended and Restated Camden Property Trust Key Employee Share Option Plan (KEYSOP™), effective as of January 1, 2008 | | Exhibit 99.5 to Form 8-K filed on November 30, 2007 |

| [removed: 10.10] [added: 10.9] | | Amendment No. 1 to Second Amended and Restated Camden Property Trust Key Employee Share Option Plan, effective as of January 1, 2008 | | Exhibit 99.1 to Form 8-K filed on December 8, 2008 |

| [removed: 10.11] [added: 10.10] | | Form of Amended and Restated Master Exchange Agreement between Camden Property Trust and certain key employees | | Exhibit 10.7 to Form 10-K for the year ended December 31, 2003 |

| [removed: 10.12] [added: 10.11] | | Form of Amended and Restated Master Exchange Agreement between Camden Property Trust and certain trust managers | | Exhibit 10.8 to Form 10-K for the year ended December 31, 2003 |

| [removed: 10.13] [added: 10.12] | | Form of Amended and Restated Master Exchange Agreement between Camden Property Trust and certain key employees | | Exhibit 10.9 to Form 10-K for the year ended December 31, 2003 |

| [removed: 10.14] [added: 10.13] | | Form of Master Exchange Agreement between Camden Property Trust and certain trust managers | | Exhibit 10.10 to Form 10-K for the year ended December 31, 2003 |

| [removed: 10.15] [added: 10.14] | | Form of Amendment No. 1 to Amended and Restated Master Exchange Agreement (Trust Managers) effective November 27, 2007 | | Exhibit 10.1 to Form 10-Q filed on July 30, 2010 |

| [removed: 10.16] [added: 10.15] | | Form of Amendment No. 1 to Amended and Restated Master Exchange Agreement (Key Employees) effective November 27, 2007 | | Exhibit 10.2 to Form 10-Q filed on July 30, 2010 |

| [removed: 10.17] [added: 10.16] | | Form of Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P. | | Exhibit 10.1 to Form S-4 filed on February 26, 1997 (Registration No. 333-22411) |

| [removed: 10.18] [added: 10.17] | | First Amendment to Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P., dated as of February 23, 1999 | | Exhibit 99.2 to Form 8-K filed on March 10, 1999 |

| [removed: 10.19] [added: 10.18] | | Form of Second Amendment to Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P., dated as of August 13, 1999 | | Exhibit 10.15 to Form 10-K for the year ended December 31, 1999 |

| [removed: 10.20] [added: 10.19] | | Form of Third Amendment to Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P., dated as of September 7, 1999 | | Exhibit 10.16 to Form 10-K for the year ended December 31, 1999 |

| [removed: 10.21] [added: 10.20] | | Form of Fourth Amendment to Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P., dated as of January 7, 2000 | | Exhibit 10.17 to Form 10-K for the year ended December 31, 1999 |

| [removed: 10.22] [added: 10.21] | | Form of Amendment to Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P., dated as of December 1, 2003 | | Exhibit 10.19 to Form 10-K for the year ended December 31, 2003 |

| [removed: 10.23] [added: 10.22] | | 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 |

| [removed: 10.24] [added: 10.23] | | 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 |

| [removed: 10.25] [added: 10.24] | | [added: Amended and Restated] Camden Property Trust 1999 Employee Share Purchase Plan | | Exhibit [removed: 10.19] [added: 10.1] to Form [removed: 10-K] [added: 10-Q] for the [removed: year] [added: quarter] ended [removed: December 31, 1999] [added: June 30, 2014] |

| [removed: 10.26] [added: 10.25] | | 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 |

| [removed: 10.27] [added: 10.26] | | Amendment to Amended and Restated 2002 Share Incentive Plan of Camden Property Trust | | Exhibit 99.1 to Form 8-K filed on May 4, 2006 |

| [removed: 10.28] [added: 10.27] | | Amendment to Amended and Restated 2002 Share Incentive Plan of Camden Property Trust, effective as of January 1, 2008 | | Exhibit 99.1 to Form 8-K filed on July 29, 2008 |

| [removed: 10.29] [added: 10.28] | | Camden Property Trust 2011 Share Incentive Plan, effective as of May 11, 2011 | | Exhibit 99.1 to Form 8-K filed on May 12, 2011 |

| [removed: 10.30] [added: 10.29] | | Amendment No. 1 to 2011 Share Incentive Plan of Camden Property Trust, dated as of July 31, 2012 | | Exhibit 99.1 to Form 8-K filed on August 6, 2012 |

| [removed: 10.31] [added: 10.30] | | Amendment No. 2 to the 2011 Share Incentive Plan of Camden Property Trust, dated as of July 30, 2013 | | Exhibit 99.1 to Form 8-K filed on August 5, 2013 |

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

| [removed: 10.33] [added: 10.32] | | Second Amended and Restated Camden Property Trust Non-Qualified Deferred Compensation Plan | | Exhibit 99.1 to Form 8-K filed on February 21, 2014 |

| [removed: 10.34] [added: 10.33] | | Form of Second Amended and Restated Agreement of Limited Partnership of Camden Summit Partnership, L.P. among Camden Summit, Inc., as general partner, and the persons whose names are set forth on Exhibit A thereto | | Exhibit 10.4 to Form S-4 filed on November 24, 2004 (Registration No. 333-120733) |

| [removed: 10.35] [added: 10.34] | | Form of Tax, Asset and Income Support Agreement among Camden Property Trust, Camden Summit, Inc., Camden Summit Partnership, L.P. and each of the limited partners who has executed a signature page thereto | | Exhibit 10.5 to Form S-4 filed on November 24, 2004 (Registration No. 333-120733) |

| [removed: 10.36] [added: 10.35] | | Employment Agreement dated February 15, 1999, by and among William B. McGuire, Jr., Summit Properties Inc. and Summit Management Company, as restated on August 24, 2001 | | Exhibit 10.1 to Summit Properties Inc.’s Form 10-Q for the quarter ended September 30, 2001 (File No. 000-12792) |

| [removed: 10.37] [added: 10.36] | | 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) |

| 10.42 | | 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 [removed: lender.] [added: lender] (2) | | Exhibit 10.5 to Form 10-Q filed on July 30, 2010 |

| 4.12 | | Form of Camden Property Trust 3.50% Notes due 2024 | | Exhibit 4.1 to Form 8-K filed on September 12, 2014 |

| 10.37 | | Employment Agreement dated February 15, 1999, by and among William F. Paulsen, Summit Properties Inc. and Summit Management Company, as restated on April 3, 2001 | | Exhibit 10.1 to Summit Properties Inc.’s Form 10-Q for the quarter ended June 30, 2001 (File No. 000-12792) |

As discussed in Note 2 to the consolidated financial statements, the Company has changed its method of accounting for and disclosure of discontinued operations for the year ended December 31, 2014 due to the adoption of Accounting Standards Update 2014-08, "Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity."

| February 20, 2015 |

| (in thousands, except per share amounts) | 2014 | | | | 2013 | | |

| | $ | 6,893,920 | | | $ | 6,599,615 | |

| Cash and cash equivalents | 153,918 | | | | 17,794 | | |

| Impairment associated with land holdings | (1,152 | | ) | | — | | | | — | | |

| Total earnings per common share – basic | $ | 3.29 | | | $ | 3.82 | | | $ | 3.35 | |

| Total earnings per common share – diluted | $ | 3.27 | | | $ | 3.78 | | | $ | 3.30 | |

| Income from continuing operations | $ | 301,314 | | | $ | 155,616 | | | $ | 161,426 | |

| Less income allocated to non-controlling interests from continuing operations | (9,225 | | ) | | (4,022 | | ) | | (4,459 | | ) |

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

| Less income allocated to perpetual preferred units | — | | | | — | | | | (776 | | ) |

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

| Net income | | | | | | | | | 292,089 | | | | | | | | | | | | 9,225 | | | | 301,314 | | |

| Common shares issued (898 shares) | 9 | | | | 66,216 | | | | | | | | | | | | | | | | | | | | 66,225 | | |

| Net share awards | | | | | 8,010 | | | | | | | | 11,358 | | | | | | | | | | | | 19,368 | | |

| Change in classification of deferred compensation plan | | | | | (7,702 | | ) | | | | | | | | | | | | | | | | | | (7,702 | | ) |

| Change in redemption value of non-qualified share awards | | | | | | | | | (17,921 | | ) | | | | | | | | | | | | | | (17,921 | | ) |

| Diversification of share awards within deferred compensation plan | | | | | 3,273 | | | | 1,396 | | | | | | | | | | | | | | | | 4,669 | | |

| Cash distributions declared to equity holders ($2.64 per share) | | | | | | | | | (235,174 | | ) | | | | | | | | | | (5,011 | | ) | | (240,185 | | ) |

| Equity, December 31, 2014 | $ | 976 | | | $ | 3,667,448 | | | $ | (453,777 | ) | | $ | (396,626 | ) | | $ | (2,419 | ) | | $ | 72,807 | | | $ | 2,888,409 | |

| Net income | $ | 301,314 | | | $ | 346,291 | | | $ | 293,900 | |

| Impairment associated with land holdings | 1,152 | | | | — | | | | — | | |

| Amortization of deferred financing costs | 3,355 | | | | 3,548 | | | | 3,608 | | |

| Proceeds from sales of operating properties, including land | 237,712 | | | | 5,686 | | | | — | | |

| Proceeds from discontinued operations | — | | | | 323,755 | | | | 226,869 | | |

We did not have any interests in VIEs at December 31, 2014 or 2013.

See Note 7, "Acquisitions, Dispositions, Impairment, Assets Held for Sale, and Discontinued Operations," for discussion of impairment during the year ended December 31, 2014.

corporate headquarters.

We adopted ASU 2014-08 on January 1, 2014, as discussed below in "Recent Accounting Pronouncements," and do not believe individual operating properties will generally be considered discontinued operations.

There were no disposals reported as discontinued operations for the year ended December 31, 2014.

These assets primarily include long-lived assets which are recorded at fair value if they are impaired using the fair value methodologies used to measure long-lived assets described above at "Asset Impairment." Non-recurring fair value disclosures are not provided for impairments on assets disposed during the period because they are no longer owned by us.

The inputs

Recent Accounting Pronouncements.

In April 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update 2014-08 ("ASU 2014-08"), "Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity." ASU 2014-08 changes the threshold for disclosing discontinued operations and the related disclosure requirements, requiring only disposals representing a strategic shift, such as a major line of business, a major geographical area or a major equity investment, to be presented as a discontinued operation.

If the disposal does qualify as a discontinued operation under ASU 2014-08, the entity will be required to provide expanded disclosures.

The guidance will be applied prospectively to new disposals and new classifications of disposal groups as held for sale after the effective date.

ASU 2014-08 is effective for annual periods beginning on or after December 15, 2014 with early adoption permitted but only for disposals or classifications as held for sale which have not been reported in financial statements previously issued or available for issuance.

| | | | | |

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

| 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 |

| February 21, 2014 |

| | | | | | | | |

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

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

| Gain on sale of unconsolidated joint venture interests | — | | | | — | | | | 1,136 | | |

| Loss on discontinuation of hedging relationship | — | | | | — | | | | (29,791 | | ) |

| Income from continuing operations attributable to common shareholders | $ | 151,594 | | | $ | 154,116 | | | $ | 7,383 | |

| 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 | | ) |

| 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 | | |

| Common shares issued (1,751 shares) | 18 | | | | 106,553 | | | | | | | | | | | | | | | | | | | | 106,571 | | | | | | |

| Net share awards | 3 | | | | 12,592 | | | | | | | | 812 | | | | | | | | | | | | 13,407 | | | | | | |

| Cash distributions declared to equity holders ($1.96 per share) | | | | | | | | | (144,528 | | ) | | | | | | | | | | (4,893 | | ) | | (149,421 | | ) | | | | |

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

| 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 | | |

| 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 | | |

| Redemption of perpetual preferred units | — | | | | (100,000 | | ) | | — | | |

| Cash and cash equivalents, beginning of year | 26,669 | | | | 55,159 | | | | 170,575 | | |

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

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

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

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.

These assets primarily include long-lived assets which are recorded at fair value when they are impaired.

income, are recognized as earned.

| Income from continuing operations attributable to common shareholders | | $ | 151,594 | | | $ | 154,116 | | | $ | 7,383 | |

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):

| 2012 | | | | 2011 | | | |

| Total net consideration | $ | 128,128.0 | | | $ | 106,570.6 | |

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.