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, 2014 and 2013	F-2
Consolidated Statements of Income and Comprehensive Income for the Years Ended December 31, 2014, 2013, and 2012	F-3
Consolidated Statements of Equity and Perpetual Preferred Units for the Years Ended December 31, 2014, 2013, and 2012	F-5
Consolidated Statements of Cash Flows for the Years Ended December 31, 2014, 2013, and 2012	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
4.4		Second Supplemental Indenture dated as of June 3, 2011 between the Company and U.S. Bank National Association, as successor to Sun Trust Bank, as Trustee		Exhibit 4.3 to Form 8-K filed on June 3, 2011

Exhibit No.		Description		Filed Herewith or Incorporated Herein by Reference (1)
4.5		Registration Rights Agreement dated as of February 28, 2005 between Camden Property Trust and the holders named therein		Form S-4 filed on November 24, 2004 (Registration No. 333-120733)
4.6		Form of Camden Property Trust 5.00% 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
4.12		Form of Camden Property Trust 3.50% Notes due 2024		Exhibit 4.1 to Form 8-K filed on September 12, 2014
10.1		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		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
10.9		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
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
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

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 key employees		Exhibit 10.9 to Form 10-K for the year ended December 31, 2003
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
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
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
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)
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
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
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
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
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
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
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
10.24		Amended and Restated Camden Property Trust 1999 Employee Share Purchase Plan		Exhibit 10.1 to Form 10-Q for the quarter ended June 30, 2014
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
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
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
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
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
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

Exhibit No.		Description		Filed Herewith or Incorporated Herein by Reference (1)
10.31		Camden Property Trust Short Term Incentive Plan		Exhibit 10.2 to Form 10-Q for the quarter ended March 31, 2002
10.32		Second Amended and Restated Camden Property Trust Non-Qualified Deferred Compensation Plan		Exhibit 99.1 to Form 8-K filed on February 21, 2014
10.33		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)
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)
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)
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)
10.37		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)
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 November 3, 2014, between Camden Property Trust and Jefferies LLC		Exhibit 1.1 to Form 8-K filed on November 5, 2014
10.44		Distribution Agency Agreement, dated November 3, 2014, between Camden Property Trust and J.P. Morgan Securities LLC		Exhibit 1.2 to Form 8-K filed on November 5, 2014

Exhibit No.		Description		Filed Herewith or Incorporated Herein by Reference (1)
10.45		Distribution Agency Agreement, dated November 3, 2014, between Camden Property Trust and Merrill Lynch, Pierce, Fenner & Smith Incorporated		Exhibit 1.3 to Form 8-K filed on November 5, 2014
10.46		Distribution Agency Agreement, dated November 3, 2014, between Camden Property Trust and SunTrust Robinson Humphrey, Inc.		Exhibit 1.4 to Form 8-K filed on November 5, 2014
10.47		Distribution Agency Agreement, dated November 3, 2014, between Camden Property Trust and Wells Fargo Securities, LLC		Exhibit 1.5 to Form 8-K filed on November 5, 2014
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 20, 2015				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 20, 2015
Richard J. Campo		Managers and Chief Executive Officer (Principal Executive Officer)
/s/ D. Keith Oden		President and Trust Manager		February 20, 2015
D. Keith Oden
/s/ Alexander J. Jessett		Executive Vice President - Finance,		February 20, 2015
Alexander J. Jessett		Chief Financial Officer and Treasurer (Principal Financial Officer)
/s/ Michael P. Gallagher		Senior Vice President - Chief Accounting		February 20, 2015
Michael P. Gallagher		Officer (Principal Accounting Officer)
*
Scott S. Ingraham		Trust Manager		February 20, 2015
*
Lewis A. Levey		Trust Manager		February 20, 2015
*
William B. McGuire, Jr.		Trust Manager		February 20, 2015
*
F. Gardner Parker		Trust Manager		February 20, 2015
*
William F. Paulsen		Trust Manager		February 20, 2015
*
Frances Aldrich Sevilla-Sacasa		Trust Manager		February 20, 2015
*
Steven A. Webster		Trust Manager		February 20, 2015
*
Kelvin R. Westbrook		Trust Manager		February 20, 2015
*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, 2014 and 2013, 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, 2014. 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, 2014 and 2013, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2014, 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.

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."

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, 2014, based on the criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 20, 2015 expressed an unqualified opinion on the Company's internal control over financial reporting.

/s/ DELOITTE & TOUCHE LLP
Houston, Texas
February 20, 2015

F-1

CAMDEN PROPERTY TRUST

CONSOLIDATED BALANCE SHEETS

	December 31,
(in thousands, except per share amounts)	2014				2013
Assets
Real estate assets, at cost
Land	$	1,003,422			$	969,711
Buildings and improvements	5,890,498				5,629,904
	$	6,893,920			$	6,599,615
Accumulated depreciation	(1,738,862		)		(1,643,713		)
Net operating real estate assets	$	5,155,058			$	4,955,902
Properties under development, including land	527,596				472,566
Investments in joint ventures	36,429				42,155
Properties held for sale	27,143				—
Total real estate assets	$	5,746,226			$	5,470,623
Accounts receivable – affiliates	25,977				27,724
Other assets, net	124,888				109,401
Cash and cash equivalents	153,918				17,794
Restricted cash	5,898				6,599
Total assets	$	6,056,907			$	5,632,141
Liabilities and equity
Liabilities
Notes payable
Unsecured	$	1,837,911			$	1,588,798
Secured	905,628				941,968
Accounts payable and accrued expenses	157,232				113,307
Accrued real estate taxes	39,149				35,648
Distributions payable	60,386				56,787
Other liabilities	100,058				88,272
Total liabilities	$	3,100,364			$	2,824,780
Commitments and contingencies (Note 13)
Non-Qualified deferred compensation share awards	68,134				47,180
Equity
Common shares of beneficial interest; $0.01 par value per share; 175,000 shares authorized; 100,620 and 99,645 issued; 97,604 and 96,660 outstanding at December 31, 2014 and 2013, respectively	976				967
Additional paid-in capital	3,667,448				3,596,069
Distributions in excess of net income attributable to common shareholders	(453,777		)		(494,167		)
Treasury shares, at cost (10,975 and 11,352 common shares, at December 31, 2014 and 2013, respectively)	(396,626		)		(410,227		)
Accumulated other comprehensive loss	(2,419		)		(1,106		)
Total common equity	$	2,815,602			$	2,691,536
Non-controlling interests	72,807				68,645
Total equity	$	2,888,409			$	2,760,181
Total liabilities and equity	$	6,056,907			$	5,632,141

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)	2014				2013				2012
Property revenues
Rental revenues	$	731,874			$	683,362			$	602,004
Other property revenues	112,104				105,489				96,314
Total property revenues	$	843,978			$	788,851			$	698,318
Property expenses
Property operating and maintenance	$	211,253			$	199,650			$	185,720
Real estate taxes	94,055				86,041				70,710
Total property expenses	$	305,308			$	285,691			$	256,430
Non-property income
Fee and asset management	$	9,832			$	11,690			$	12,345
Interest and other income (loss)	842				1,217				(710		)
Income on deferred compensation plans	3,937				8,290				4,772
Total non-property income	$	14,611			$	21,197			$	16,407
Other expenses
Property management	$	22,689			$	21,774			$	21,796
Fee and asset management	5,341				5,756				6,631
General and administrative	51,005				40,586				37,528
Interest	93,263				98,129				104,246
Depreciation and amortization	235,634				214,395				194,673
Amortization of deferred financing costs	3,355				3,548				3,608
Expense on deferred compensation plans	3,937				8,290				4,772
Total other expenses	$	415,224			$	392,478			$	373,254
Gain on sale of operating properties, including land	159,289				698				—
Gain on acquisition of controlling interest in joint ventures	—				—				57,418
Impairment associated with land holdings	(1,152		)		—				—
Equity in income of joint ventures	7,023				24,865				20,175
Income from continuing operations before income taxes	$	303,217			$	157,442			$	162,634
Income tax expense	(1,903		)		(1,826		)		(1,208		)
Income from continuing operations	$	301,314			$	155,616			$	161,426
Income from discontinued operations	—				8,515				17,406
Gain on sale of discontinued operations, net of tax	—				182,160				115,068
Net income	$	301,314			$	346,291			$	293,900
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		)
Less write off of original issuance costs of redeemed perpetual preferred units	—				—				(2,075		)
Net income attributable to common shareholders	$	292,089			$	336,364			$	283,390

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)	2014				2013				2012
Earnings per share – basic
Earnings per common share from continuing operations	$	3.29			$	1.70			$	1.81
Earnings per common share from discontinued operations	—				2.12				1.54
Total earnings per common share – basic	$	3.29			$	3.82			$	3.35
Earnings per share – diluted
Earnings per common share from continuing operations	$	3.27			$	1.69			$	1.79
Earnings per common share from discontinued operations	—				2.09				1.51
Total earnings per common share – diluted	$	3.27			$	3.78			$	3.30
Weighted average number of common shares outstanding – basic	88,084				87,204				83,772
Weighted average number of common shares outstanding – diluted	88,468				88,494				85,556
Net income attributable to common shareholders
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 allocated to perpetual preferred units	—				—				(776		)
Less write off original issuance costs of redeemed perpetual preferred units	—				—				(2,075		)
Income from continuing operations attributable to common shareholders	$	292,089			$	151,594			$	154,116
Income from discontinued operations, including gain on sale	$	—			$	190,675			$	132,474
Less income, including gain on sale, allocated to non-controlling interests from discontinued operations	—				(5,905		)		(3,200		)
Income from discontinued operations, including gain on sale, attributable to common shareholders	$	—			$	184,770			$	129,274
Net income attributable to common shareholders	$	292,089			$	336,364			$	283,390
Consolidated Statements of Comprehensive Income
Net income	$	301,314			$	346,291			$	293,900
Other comprehensive income
Unrealized loss on cash flow hedging activities	(417		)		—				—
Unrealized loss and unamortized prior service cost on post retirement obligation	(970		)		(99		)		(409		)
Reclassification of net loss on cash flow hedging activities, prior service cost and net loss on post retirement obligation	74				54				30
Comprehensive income	$	300,001			$	346,246			$	293,521
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		)
Less write off of original issuance costs of redeemed perpetual preferred units	—				—				(2,075		)
Comprehensive income attributable to common shareholders	$	290,776			$	336,319			$	283,011

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, 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			$	—
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-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, 2013	$	967			$	3,596,069			$	(494,167	)		$	(410,227	)		$	(1,106	)		$	68,645			$	2,760,181
Net income									292,089												9,225				301,314
Other comprehensive loss																	(1,313		)						(1,313		)
Common shares issued (898 shares)	9				66,216																				66,225
Net share awards					8,010								11,358												19,368
Employee share purchase plan					1,012								1,259												2,271
Common share options exercised (55 shares)	1				517								984												1,502
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
Conversions of operating partnership units (1 share)	—				52																(52		)		—
Cash distributions declared to equity holders ($2.64 per share)									(235,174		)										(5,011		)		(240,185		)
Other	(1		)		1
Equity, December 31, 2014	$	976			$	3,667,448			$	(453,777	)		$	(396,626	)		$	(2,419	)		$	72,807			$	2,888,409

See Notes to Consolidated Financial Statements.

F-6

CAMDEN PROPERTY TRUST

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year Ended December 31,
(in thousands)	2014				2013				2012
Cash flows from operating activities
Net income	$	301,314			$	346,291			$	293,900
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization	235,634				219,650				209,872
Gain on sale of operating properties, including land	(159,289		)		(698		)		—
Gain on acquisition of controlling interest in joint ventures	—				—				(57,418		)
Gain on sale of discontinued operations, net of tax	—				(182,160		)		(115,068		)
Impairment associated with land holdings	1,152				—				—
Distributions of income from joint ventures	7,399				8,884				6,321
Equity in income of joint ventures	(7,023		)		(24,865		)		(20,175		)
Share-based compensation	15,552				14,063				13,086
Amortization of deferred financing costs	3,355				3,548				3,608
Net change in operating accounts and other	20,434				19,578				(9,859		)
Net cash from operating activities	$	418,528			$	404,291			$	324,267
Cash flows from investing activities
Development and capital improvements	$	(503,328	)		$	(356,815	)		$	(290,728	)
Acquisition of operating properties, including joint venture interests, net of cash acquired	(62,260		)		(224,109		)		(465,400		)
Proceeds from sales of operating properties, including land	237,712				5,686				—
Proceeds from discontinued operations	—				323,755				226,869
Investments in joint ventures	(1,000		)		(1,886		)		(7,006		)
Distributions from investments in joint ventures	6,350				11,295				17,417
Increase in non-real estate assets	(4,695		)		(17,497		)		(4,787		)
Other	1,335				586				(4,050		)
Net cash from investing activities	$	(325,886	)		$	(258,985	)		$	(527,685	)

See Notes to Consolidated Financial Statements.

F-7

CAMDEN PROPERTY TRUST

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

	Year Ended December 31,
(in thousands)	2014				2013				2012
Cash flows from financing activities
Borrowings on unsecured line of credit and other short-term borrowings	$	2,246,000			$	952,900			$	603,000
Repayments on unsecured line of credit and other short-term borrowings	(2,246,000		)		(952,900		)		(603,000		)
Repayment of notes payable	(36,340		)		(230,288		)		(567,575		)
Proceeds from notes payable	248,078				249,535				346,308
Proceeds from issuance of common shares	66,225				40,044				693,355
Distributions to common shareholders, perpetual preferred units, and non-controlling interests	(236,514		)		(220,083		)		(189,018		)
Redemption of perpetual preferred units	—				—				(100,000		)
Purchase of non-controlling interests	—				—				(16,482		)
Payment of deferred financing costs	(3,136		)		(3,165		)		(3,737		)
Common share options exercised	1,149				2,458				13,038
Net decrease (increase) in accounts receivable – affiliates	1,747				5,901				(2,586		)
Other	2,273				1,417				1,625
Net cash from financing activities	$	43,482			$	(154,181	)		$	174,928
Net increase (decrease) in cash and cash equivalents	136,124				(8,875		)		(28,490		)
Cash and cash equivalents, beginning of year	17,794				26,669				55,159
Cash and cash equivalents, end of year	$	153,918			$	17,794			$	26,669
Supplemental information
Cash paid for interest, net of interest capitalized	$	86,711			$	98,101			$	106,405
Cash paid for income taxes	1,658				2,114				1,561
Supplemental schedule of noncash investing and financing activities
Distributions declared but not paid	$	60,386			$	56,787			$	49,969
Value of shares issued under benefit plans, net of cancellations	19,310				20,195				20,933
Net change in redemption of non-qualified share awards	16,525				9,443				—
Conversion of operating partnership units to common shares	—				71				9,143
Accrual associated with construction and capital expenditures	22,456				21,071				18,993
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, 2014, we owned interests in, operated, or were developing 181 multifamily properties comprised of 63,163 apartment homes across the United States. Of the 181 properties, 13 properties were under construction, and when completed will consist of a total of 4,215 apartment homes. We also own land holdings which we may develop into multifamily apartment communities in the future.

2. Summary of Significant Accounting Policies and Recent Accounting Pronouncements

Principles of Consolidation. Our consolidated financial statements include our accounts and the accounts of other subsidiaries and joint ventures (including partnerships and limited liability companies) over which we have control. All intercompany transactions, balances, and profits have been eliminated in consolidation. Investments acquired or created are 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. We did not have any interests in VIEs at December 31, 2014 or 2013.

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 difference between the carrying value of the previously held equity investment and the fair value 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, 2014 and 2013 are as follows:

	December 31,
(in millions)	2014				2013
Below market leases (Gross carrying value)	$	0.5			$	0.4
Accumulated amortization	(0.4		)		(0.2		)
Value of below market leases, net	$	0.1			$	0.2
In-place leases (Gross carrying value)	$	3.0			$	2.3
Accumulated amortization	(2.5		)		(1.1		)
Value of in-place leases, net	$	0.5			$	1.2

Revenues recognized related to below market leases and amortization expense related to in-place leases for the years ended December 31, 2014, 2013 and 2012 are as follows:

		December 31,
(in millions)		2014				2013				2012
Revenues related to below market leases		$	0.2			$	1.1			$	1.4
Amortization of in-place leases		$	1.4			$	5.6			$	13.1

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The weighted average amortization period of below market leases and in-place leases was approximately seven months for the year ended December 31, 2014 and six months for the years ended December 31, 2013 and 2012.

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 utilize 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 or 2012. See Note 7, "Acquisitions, Dispositions, Impairment, Assets Held for Sale, and Discontinued Operations," for discussion of impairment during the year ended December 31, 2014.

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 prepare the underlying real estate 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 $21.8 million, $15.4 million, and $12.5 million for the years ended December 31, 2014, 2013, and 2012, respectively. Capitalized real estate taxes were approximately $4.4 million, $3.0 million, and $2.8 million for the years ended December 31, 2014, 2013, and 2012, 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

F-10

corporate headquarters. In conjunction with this relocation, we capitalized approximately $12.2 million related to leasehold improvements which is depreciated over the life of our new lease.

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. 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. Prior to January 1, 2014 a property was classified as a discontinued operation when (i) the operations and cash flows of the property could be clearly distinguished and had been or would be eliminated from our ongoing operations; (ii) the property either had been disposed of or was classified as held for sale; and (iii) we would not have any significant continuing involvement in the operations of the property after the disposal transaction.

The results of operations for properties sold during the period or classified as held for sale at the end of the current period, and meeting the above criteria of discontinued operations, 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 meeting the criteria of discontinued operations 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 which do not meet the above criteria of discontinued operations 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.

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

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 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

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associated with the valuation of long-lived assets are generally included in Level 3 of the fair value hierarchy, unless a quoted price for a similar long-lived asset in an active market exists, at which time they are included in Level 2 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 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.

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. We adopted ASU 2014-08 as of January 1, 2014 and generally believe future sales of our individual operating properties will no longer qualify as discontinued operations.

In May 2014, the FASB issued Accounting Standards Update 2014-09 ("ASU 2014-09"), "Revenue from Contracts with Customers (Topic 606)." ASU 2014-09 provides a single comprehensive revenue recognition model for contracts with customers (excluding certain contracts, such as lease contracts) to improve comparability within industries. ASU 2014-09 requires an entity to recognize revenue to reflect the transfer of goods or services to customers at an amount the entity expects to be paid in exchange for those goods and services and provide enhanced disclosures, all to provide more comprehensive guidance for transactions such as service revenue and contract modifications. ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2016 and may be applied using either a full retrospective or a modified approach upon adoption. We expect to adopt ASU 2014-09 as of January 1, 2017 and are currently evaluating the impact this standard may have on our financial statements.

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, and other miscellaneous receivables. Investments under deferred compensation plans are classified as trading securities and are adjusted to fair market value at period end. For a further discussion of our investments under deferred compensation plans, see Note 10, “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 long-term 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 99% of our total property revenues and total non-property

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income, excluding income on deferred compensation plans for the year ended December 31, 2014, and 98% for each of the years ended December 31, 2013 and 2012.

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.

3. Per 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 2.8 million, 2.1 million, and 2.3 million for the years ended December 31, 2014, 2013, and 2012, 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)		2014				2013				2012
Earnings per common share calculation – basic
Income from continuing operations attributable to common shareholders		$	292,089			$	151,594			$	154,116
Amount allocated to participating securities		(2,687		)		(3,177		)		(2,784		)
Income from continuing operations attributable to common shareholders, net of amount allocated to participating securities		$	289,402			$	148,417			$	151,332
Discontinued operations, including gain on sale, attributable to common shareholders		—				184,770				129,274
Net income attributable to common shareholders – basic		$	289,402			$	333,187			$	280,606
Earnings per common share from continuing operations		$	3.29			$	1.70			$	1.81
Earnings per common share from discontinued operations		—				2.12				1.54
Total earnings per common share – basic		$	3.29			$	3.82			$	3.35
Weighted average number of common shares outstanding – basic		88,084				87,204				83,772

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		Year Ended December 31,
(in thousands, except per share amounts)		2014				2013				2012
Earnings per common share calculation – diluted
Income from continuing operations attributable to common shareholders, net of amount allocated to participating securities		$	289,402			$	148,417			$	151,332
Income allocated to common units from continuing operations		—				1,133				1,984
Income from continuing operations attributable to common shareholders, as adjusted		$	289,402			$	149,550			$	153,316
Discontinued operations, including gain on sale, attributable to common shareholders		—				184,770				129,274
Net income attributable to common shareholders – diluted		$	289,402			$	334,320			$	282,590
Earnings per common share from continuing operations		$	3.27			$	1.69			$	1.79
Earnings per common share from discontinued operations		—				2.09				1.51
Total earnings per common share – diluted		$	3.27			$	3.78			$	3.30
Weighted average number of common shares outstanding – basic		88,084				87,204				83,772
Incremental shares issuable from assumed conversion of:
Common share options and share awards granted		384				476				647
Common units		—				814				1,137
Weighted average number of common shares outstanding – diluted		88,468				88,494				85,556

4. Common Shares

In November 2014, 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 $331.3 million (the "2014 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, 2014 were used for general corporate purposes, which included funding for development, redevelopment and capital improvement projects. We intend to use the net proceeds from the remaining 2014 ATM program for general corporate purposes, which may include reducing future borrowings under our $500 million unsecured line of credit, the repayment of other indebtedness, the redemption or other repurchase of outstanding debt or equity securities, funding for development, redevelopment and investment projects and financing for acquisitions.

The following table presents activity under our 2014 ATM program for the year ended December 31, 2014:

(in thousands, except per share amounts)	Year Ended December 31, 2014
Total net consideration	$	15,690.2
Common shares sold	209.7
Average price per share	$	76.28

As of the date of this filing, we had common shares having an aggregate offering price of up to $315.3 million remaining available for sale under the 2014 ATM program. No additional shares were sold subsequent to December 31, 2014 through the date of this filing.

In May 2012, we created an ATM share offering program through which we can, but have no obligation to, sell common shares having an aggregate offering price of up to $300 million (the "2012 ATM program"), in amounts and at times as we determine, into the existing trading market at current market prices as well as through negotiated transactions. The net proceeds resulting from the 2012 ATM program were used for general corporate purposes, which included repayment of outstanding balances on our unsecured line of credit and short-term borrowings, and funding for development, redevelopment, and capital improvement activities. The 2012 ATM program terminated in the fourth quarter of 2014, and no further common shares are available for sale under the 2012 ATM program.

In May 2011, we created an ATM share offering program through which we could, but had no obligation to, sell common shares having an aggregate offering price of up to $300 million (the “2011 ATM program”), in amounts and at times as we

F-14

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 during 2012 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.

The following table presents activity under our 2011 and 2012 ATM programs for the periods presented:

	Year Ended December 31,
(in thousands, except per share amounts)	2014				2013				2012
Total net consideration	$	50,535.3			$	40,044.1			$	301,735.5
Common shares sold	688.3				555.1				4,579.3
Average price per share	$	74.60			$	73.73			$	66.93

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, 2014, we had approximately 86.6 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, 2014, approximately 8% of our consolidated 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, 2014, we held 92.2% 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 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, 2014, approximately 30% of our consolidated 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, 2014, 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. 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 recorded income, franchise, and excise taxes in the consolidated statements of income and comprehensive income for the years ended December 31, 2014, 2013 and 2012 as income tax expense. Income taxes for the years ended December 31, 2014, 2013 and 2012, primarily related to state income tax and federal taxes on certain of our taxable REIT subsidiaries. We have no significant temporary or permanent differences or tax credits associated with our taxable REIT subsidiaries.

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

		Year Ended December 31,
(in thousands)		2014				2013				2012
Net income attributable to common shareholders		$	292,089			$	336,364			$	283,390
(Income) loss from taxable REIT subsidiaries included above		(1,523		)		(2,940		)		3,323
Net income from REIT operations		$	290,566			$	333,424			$	286,713
Book depreciation and amortization, including discontinued operations		238,989				223,198				213,479
Tax depreciation and amortization		(200,153		)		(204,059		)		(171,060		)
Book/tax difference on gains/losses from capital transactions		(35,635		)		(86,358		)		(63,832		)
Other book/tax differences, net		8,805				(9,427		)		(40,961		)
REIT taxable income		$	302,572			$	256,778			$	224,339
Dividends paid deduction		(302,572		)	(1)	(256,778		)	(2)	(224,339		)	(3)
Dividends paid in excess of taxable income		$	—			$	—			$	—

(1) The dividends paid deduction includes estimated designated dividends from 2015 of approximately $84.0 million.

(2) We borrowed approximately $5.1 million from 2014 for designated dividends in 2013.

(3) 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,
		2014				2013				2012
Common Share Distributions
Ordinary income		$	1.23			$	1.40			$	0.96
Long-term capital gain		1.02				0.76				0.64
Unrecaptured Sec. 1250 gain		0.39				0.36				0.64
Total		$	2.64			$	2.52			$	2.24
Percentage of distributions representing tax preference items		4.17		%		4.95		%		5.72		%

We have taxable REIT subsidiaries which are subject to federal and state income taxes. At December 31, 2014, our taxable REIT subsidiaries had net operating loss carryforwards (“NOL’s”) of approximately $21.5 million which expire in years 2030 to 2034. 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.

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The carrying value of net assets reported in our consolidated financial statements at December 31, 2014 exceeded the tax basis by approximately $1.2 billion.

Income Tax Expense. For the tax years ended December 31, 2014, 2013, and 2012, we had income tax expense of approximately $1.9 million, $1.8 million, and $1.2 million, respectively. Income tax for the year ended December 31, 2014, 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 – Deferred. For the years ended December 31, 2014, 2013, and 2012, our deferred tax expense was not significant.

The Company and its subsidiaries’ income tax returns are subject to examination by federal, state and local tax jurisdictions for years 2011 through 2013. Net income tax loss carry forwards and other tax attributes generated in years prior to 2011 are also subject to challenge in any examination of those tax years. We believe we have no uncertain tax positions or unrecognized tax benefits requiring disclosure as of and for the periods presented.

7. Acquisitions, Dispositions, Impairment, Assets Held for Sale, and Discontinued Operations

Acquisitions of Operating Properties. During the year ended December 31, 2014, we completed the acquisition of one operating property as follows:

($ in millions) Acquisitions of Operating Properties		Location		Number of Apartment Homes		Date of Acquisition		Purchase Price
Camden Fourth Ward		Atlanta, GA		276		10/29/2014		$62.6

During 2013, we acquired three operating properties comprised of 1,118 units located in Houston, Texas, Tempe, Arizona, and Atlanta, Georgia for approximately $225.0 million.

The following table summarizes the fair values of the assets acquired and liabilities assumed for the acquisition of the operating properties described above as of the respective acquisition dates:

(in millions)		2014				2013
Assets acquired:
	Buildings and improvements	$	51.3			$	192.0
	Land	10.5				29.5
	Intangible and other assets	0.9				4.5
Total assets acquired		$	62.7			$	226.0
Liabilities assumed:
	Other liabilities	$	0.4			$	1.9
Total liabilities assumed		$	0.4			$	1.9
	Net assets acquired	$	62.3			$	224.1

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 property acquired in 2014 as discussed above contributed revenues of approximately $0.8 million and property expenses of approximately $0.3 million from its acquisition date through December 31, 2014. The three operating properties acquired in 2013 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 acquisitions dates through December 31, 2012, and is included in income from discontinued operations discussed below.

Acquisitions of Land. In January 2014, we acquired approximately 2.9 acres of land located in Houston, Texas for approximately $15.6 million. In April 2014, we acquired approximately 7.6 acres of land in Rockville, Maryland for

F-17

approximately $23.8 million. In June 2013, we acquired approximately 38.8 acres in three land parcels located in Scottsdale, Chandler, and Tempe, Arizona for approximately $25.8 million.

Land Holding Dispositions and Impairment. In July 2014, we sold approximately 2.4 acres of land adjacent to an operating property in Dallas, Texas for approximately $0.8 million. We recognized a $1.2 million impairment charge related to this land parcel in June 2014, which represented the difference between the land holding’s carrying value and the fair value based upon the sales contract. During the year ended December 31, 2014, we also sold approximately 26.9 acres of land adjacent to current development and operating communities located in Atlanta, Georgia and Houston and Dallas, Texas for approximately $22.9 million and recognized a gain of approximately $3.6 million related to these land sales. During the year ended December 31, 2013, we sold two land parcels comprised of an aggregate of approximately 3.7 acres, adjacent to current development communities in Atlanta, Georgia and Houston, Texas, and recognized a gain of approximately $0.7 million.

Sale of Operating Properties. During the year ended December 31, 2014, we sold five operating properties comprised of 1,847 apartment homes located in Atlanta, Georgia, Dallas, Texas, Orlando and Tampa, Florida and Charlotte, North Carolina for approximately $218.3 million and we recognized a gain of approximately $155.7 million relating to these property sales.

Operating Properties Held for Sale. In January 2015, we sold two operating properties, which were included in properties held for sale at December 31, 2014, comprised of 1,116 apartment homes located in Tampa, Florida and Austin, Texas for approximately $114.4 million.

Discontinued Operations. For the years ended December 31, 2013 and 2012, income from discontinued operations included the results of operations of 12 operating properties, comprised of 3,931 apartment homes, sold during 2013. For the year ended December 31, 2012, income from discontinued operations also included the results of operations of 11 operating properties, comprised of 3,213 apartment homes, sold during 2012. There were no discontinued operations during the year ended December 31, 2014.

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

		Year Ended December 31,
(in thousands)		2013				2012
Property revenues		$	24,322			$	60,198
Property expenses		(10,552		)		(27,557		)
		$	13,770			$	32,641
Interest		—				(36		)
Depreciation and amortization		(5,255		)		(15,199		)
Income from discontinued operations		$	8,515			$	17,406
Gain on sale of discontinued operations, net of tax		$	182,160			$	115,068
Less income, including gain on sale, allocated to non-controlling interests from discontinued operations		(5,905		)		(3,200		)
Income from discontinued operations, including gain on sale, attributable to common shareholders		$	184,770			$	129,274

F-18

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 joint ventures for the year ended December 31, 2014 and 2013, and four joint ventures for the year ended December 31, 2012. The two joint ventures in which we held an equity investment at December 31, 2014 and 2013 are two discretionary investment funds (the "funds"), in which we had a 31.3% ownership interest at December 31, 2014 and a 20% ownership interest at December 31, 2013. We provide property and asset management and other services to the joint ventures which own operating properties and we may also provide construction and development services to the joint ventures which own properties under development. The following table summarizes the combined balance sheet and statement of income data for the unconsolidated joint ventures as of and for the periods presented:

(in millions)	2014				2013
Total assets	$	757.8			$	790.2
Total third-party debt	523.6				530.7
Total equity	203.3				229.6

	2014				2013				2012
Total revenues (1)	$	105.6			$	93.9			$	91.6		(2	)
Gain on sale of operating properties, net of tax	18.5				112.4				49.7
Net income (loss)	26.9				120.7				50.5
Equity in income (3)	7.0				24.9				20.2

(1)

Excludes approximately $1.1 million, $7.4 million and $6.8 million of revenue for the years ended December 31, 2014, 2013 and 2012, respectively, related to the sale of two operating properties by the funds during the first quarter of 2014. These properties were held for sale within two of our unconsolidated joint ventures at December 31, 2013. Also excludes approximately $17.9 million and $33.5 million, respectively, related to discontinued operations from the sale of 16 operating properties within two of our unconsolidated joint ventures during 2013. Revenues for the year ended December 31, 2012 also excludes approximately $23.3 million related to discontinued operations from the sale of seven operating properties within two of our unconsolidated joint ventures during 2012.

(2)	Includes approximately $7.8 million of revenues for the year ended December 31, 2012 related to 13 previously unconsolidated joint ventures acquired by us during the year ended December 31, 2012.

(3)	Equity in income excludes our ownership interest of fee income from various services provided by us to the funds.

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

The funds in which we have a partial interest have been funded in part with secured third-party debt. As of December 31, 2014, we had no outstanding guarantees related to loans of the funds.

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 these services were approximately $8.8 million, $10.0 million, and $11.4 million for the years ended December 31, 2014, 2013, and 2012, respectively. We eliminate fee income for services provided to these joint ventures to the extent of our ownership.

In February 2014, each of the funds sold an operating property, comprised of an aggregate of 558 apartment homes, for an aggregate of approximately $65.6 million. One of the operating properties was located in San Antonio, Texas and the other operating property was located in Houston, Texas. Our proportionate share of the gains on these transactions was approximately $3.6 million and was reported as a component of equity in income of joint ventures in the consolidated statements of income and comprehensive income.

F-19

9. Notes Payable

The following is a summary of our indebtedness:

		December 31,
(in millions)		2014				2013
Senior unsecured notes
5.08% Notes, due 2015		$	249.9			$	249.7
5.75% Notes, due 2017		246.5				246.4
4.70% Notes, due 2021		249.0				248.8
3.07% Notes, due 2022		347.0				346.7
5.00% Notes, due 2023		247.8				247.7
4.27% Notes, due 2024		249.6				249.5
3.59% Notes, due 2024		248.1				—
		$	1,837.9			$	1,588.8
Secured notes
0.91% – 5.63% Conventional Mortgage Notes, due 2018 – 2045		870.9				905.7
Tax-exempt Mortgage Note, due 2028 (1.30% floating rate)		34.7				36.3
		905.6				942.0
Total notes payable		$	2,743.5			$	2,530.8
Other floating rate debt included in secured notes (0.91%)		$	175.0			$	175.0
Value of real estate assets, at cost, subject to secured notes		$	1,541.3			$	1,582.5

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 the London Interbank Offered Rate ("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 on the date of this filing.

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, 2014, we had no short-term balances outstanding, no balances outstanding on our $500 million unsecured line of 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.

In September 2014, we issued $250 million aggregate principal amount of 3.50% senior unsecured notes due September 2024 (the “2024 Notes”). The 2024 Notes were offered to the public at 99.231% of their face amount with a stated rate of 3.50% and a yield to maturity of 3.59%. We received net proceeds of approximately $245.7 million, net of underwriting discounts and other offering expenses. Interest on the 2024 Notes is payable semi-annually on March 15 and September 15, beginning March 15, 2015. 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 repay outstanding balances on our unsecured line of credit and other short-term borrowings, and for general corporate purposes, including property acquisition and development in the ordinary course of business, capital expenditures and working capital.

At December 31, 2014 and 2013, the weighted average interest rate on our floating rate debt of approximately $209.7 million and $211.3 million, respectively, was approximately 1.0% for each of the years ended December 31, 2014 and 2013.

F-20

Our indebtedness had a weighted average maturity of 6.3 years at December 31, 2014. Scheduled repayments on outstanding debt and scheduled principal amortizations, and the respective weighted average interest rates on maturing debt at December 31, 2014 were as follows:

(in millions)		Amount				Weighted Average Interest Rate
2015		$	251.8			5.1	%
2016 (1)		2.0				—
2017		249.0				5.7
2018		177.4				0.9
2019		646.5				5.3
Thereafter		1,416.8				4.0
Total		$	2,743.5			4.4	%

(1)	Includes only scheduled principal amortizations.

10. 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.

At December 31, 2014, approximately 5.5 million fungible units were available under the 2011 Share Plan, which results in approximately 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.

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 0.4 million and 0.2 million options were exercised during the years ended December 31, 2014 and 2013, respectively. The total intrinsic value of options exercised was approximately $7.4 million, $5.3 million, and $12.2 million during the years ended December 31, 2014, 2013 and 2012, respectively. At December 31, 2014, there was no unrecognized compensation cost related to unvested options. Options generally have a vesting period of three to five years. At December 31, 2014, all options outstanding were exercisable and had a weighted average remaining life of approximately 4.1 years.

F-21

The following table summarizes outstanding share options and exercisable options at December 31, 2014:

	Options Outstanding and Exercisable (1)
Range of Exercise Prices	Number			Weighted Average Price
$30.06	135,709			$	30.06
$41.16-$43.94	119,242			42.46
$48.02-$64.75	66,860			50.84
Total options	321,811			$	38.97

(1)	The aggregate intrinsic value of options outstanding and exercisable at December 31, 2014 was approximately $11.2 million. The aggregate intrinsic value was calculated as the excess, if any, between our closing share price of $73.84 per share on December 31, 2014 and the strike price of the underlying award.

Options Granted and Valuation Assumptions. During the year ended December 31, 2014, we granted approximately 0.1 million reload options. Reload options are granted for the number of shares tendered as payment for the exercise price upon the exercise of an option with a reload provision. The reload options granted have an exercise price equal to the fair market value of a common share on the date of grant and expire on the same date as the original options which were exercised. The reload options granted during the year ended December 31, 2014 vested immediately and approximately $0.3 million was expensed on the reload date. We estimate the fair values of each option award including reloads on the date of grant using the Black-Scholes option pricing model. The following assumptions were used for the reload options granted during the year ended December 31, 2014:

	Year Ended December 31, 2014
Weighted average fair value of options granted	$3.55 - $8.17
Expected volatility	22.6% - 23.2%
Risk-free interest rate	0.1% - 1.1%
Expected dividend yield	3.5%
Expected life	6 months - 4 years

Our computation of expected volatility for 2014 is based on the historical volatility of our common shares over a time period equal to the expected life of the option and ending on the grant date. The interest rate for periods within the contractual life of the award is based on the U.S. Treasury yield curve in effect at the time of grant. The expected dividend yield on our common shares is based on the historical dividend yield over the expected term of the options granted. Our computation of expected life is based upon historical experience of similar awards, giving consideration to the contractual terms of the share-based awards.

Share Awards and Vesting. Share awards for employees 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 generally amortized over the vesting period. In the event the holder of the share awards is reaching retirement eligibility age of 65 years and has met the service requirements as defined in the 2011 Share Plan, the value of the share awards is amortized from the date of grant to the retirement eligibility date. To estimate forfeitures, we use actual forfeiture history. At December 31, 2014, 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, 2014, 2013 and 2012 was approximately $17.1 million, $15.9 million, and $13.9 million, respectively.

Total compensation cost for option and share awards charged against income was approximately $16.0 million, $14.7 million, and $13.7 million for 2014, 2013 and 2012, respectively. Total capitalized compensation cost for option and share awards was approximately $2.7 million, $2.2 million, and $1.4 million for 2014, 2013 and 2012, respectively.

F-22

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, 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
Balance at December 31, 2013	634,361			$	41.59			831,298			$	59.77
Granted	84,452			64.75				314,614			65.78
Exercised/Vested	(375,316	)		47.85				(305,372	)		55.97
Forfeited	(21,686	)		62.32				(21,597	)		64.14
Total options and nonvested share awards outstanding at December 31, 2014	321,811			$	38.97			818,943			$	63.39

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:

	2014				2013				2012
Shares purchased	25,728				17,171				20,137
Weighted average fair value of shares purchased	$	71.19			$	62.59			$	67.80
Expense recorded (in millions)	$	0.5			$	0.2			$	0.3

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, 2014 and 2013, approximately 1.8 million and 1.9 million share awards were held in the rabbi trust, respectively. Additionally, as of December 31, 2014 and 2013, the rabbi trust held trading securities totaling approximately $43.7 million and $41.3 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, 2014 and 2013, approximately $24.7 million and $25.4 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 which is an unfunded arrangement established and maintained primarily for the benefit of a select group of participants. Eligible participants commence participation in this plan on the date the deferral election first becomes effective. We credit to

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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. Approximately 1.2 million share awards were held in the plan at both December 31, 2014 and 2013. Additionally, as of December 31, 2014 and 2013, the plan held trading securities totaling approximately $27.7 million and $18.1 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. In February 2014, we further amended and restated the plan to clarify certain terms relating to the deferral based compensation. As a result of such action, the fully vested awards and the proportionate share of nonvested awards eligible for diversification were 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 tables summarize the eligible share award activity as recorded in temporary equity from July 31, 2013, the effective date of the initial amended and restated plan, through December 31, 2014:

(in thousands)		Year Ended December 31, 2014				From July 31, 2013 to December 31, 2013
Temporary equity:
Balance at inception/beginning of period		$	47,180			$	—
Change in classification		7,702				37,958
Change in redemption value		17,921				9,575
Diversification of share awards		(4,669		)		(353		)
Balance at December 31		$	68,134			$	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, subject to limitations. 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 each of the years ended December 31, 2014, 2013 and 2012 was approximately $2.2 million. 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.

11. 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, 2014 and 2013 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, 2014																December 31, 2013
(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)	$	56.1			$	—			$	—			$	56.1			$	43.8			$	—			$	—			$	43.8

(1) Approximately $1.5 million of participant cash was withdrawn from our deferred compensation plan investments during the year ended December 31, 2014.

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Financial Instrument Fair Value Disclosures. As of December 31, 2014 and 2013, the carrying values of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and distributions payable represent fair value because of the short-term nature of these instruments. The carrying value of restricted cash approximates its fair value based on the nature 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, 2014								December 31, 2013
(in millions)	Carrying Value				Estimated Fair Value				Carrying Value				Estimated Fair Value
Fixed rate notes payable	$	2,533.8			$	2,666.1			$	2,319.5			$	2,391.5
Floating rate notes payable	209.7				203.7				211.3				201.4

Nonrecurring Fair Value Disclosures. There were no events during the years ended December 31, 2014 or 2013 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.”

12. 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)	2014				2013				2012
Change in assets:
Other assets, net	$	(2,145	)		$	(2,639	)		$	(2,443	)
Change in liabilities:
Accounts payable and accrued expenses	19,296				(8,138		)		2,320
Accrued real estate taxes	4,009				7,165				5,640
Other liabilities	(1,666		)		22,139				(16,192		)
Other	940				1,051				816
Change in operating accounts and other	$	20,434			$	19,578			$	(9,859	)

13. Commitments and Contingencies

Construction Contracts. As of December 31, 2014, we estimate the additional cost to complete 12 consolidated projects currently under construction to be approximately $371.2 million. We expect to fund this amount 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 program, 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 resolved in March 2014 and, pursuant to the terms of the settlement, we made a one-time payment to the association in an amount which was 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.

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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 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, 2014, we had earnest money deposits of approximately $1.3 million for potential acquisitions of land which are included in other assets, net in our consolidated balance sheets. Approximately $1.0 million of these deposits was non-refundable.

Lease Commitments. At December 31, 2014, we had long-term leases covering certain land, office facilities and equipment. Rental expense totaled approximately $3.0 million, $2.8 million, and $2.6 million for the years ended December 31, 2014, 2013 and 2012, respectively. Minimum annual rental commitments for the years ending December 31, 2015 through 2019 are approximately $2.4 million, $2.7 million, $2.7 million, $2.5 million, and $2.3 million, respectively, and approximately $13.1 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 may be 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, 2014, we had employment agreements with 13 of our senior officers, the terms of which expire at various times through August 20, 2015. 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.

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14. 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:

	2014				2013				2012
Net income attributable to common shareholders	$	292,089			$	336,364			$	283,390
Transfers from the non-controlling interests:
Increase in equity for conversion and redemption of operating partnership units	52				52				8,994
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	$	292,141			$	336,416			$	272,835

(1) 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.

15. Quarterly Financial Data (unaudited)

Summarized quarterly financial data, for the years ended December 31, 2014 and 2013, is as follows:

(in thousands, except per share amounts)	First				Second				Third				Fourth				Total (a)
2014:
Revenues	$	205,929			$	208,492			$	213,098			$	216,459			$	843,978
Net income attributable to common shareholders	40,036				35,272				38,283				178,498				292,089
Net income attributable to common shareholders per share – basic	0.45			(b)	0.40			(c)	0.43			(d)	1.99			(e)	3.29
Net income attributable to common shareholders per share – diluted	0.45			(b)	0.40			(c)	0.43			(d)	1.98			(e)	3.27
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			(f)	0.82			(g)	0.80			(h)	1.47			(i)	3.82
Net income attributable to common shareholders per share – diluted	0.72			(f)	0.81			(g)	0.79			(h)	1.46			(i)	3.78

(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 $3,566, or $0.04 basic and diluted per share, impact related to our proportionate gain on sale of an operating property by each of our funds, which is included in equity in income of joint ventures.

(c)	Includes a $1,447, or $0.02 basic and diluted per share, impact related to a gain on sale of land, and a $1,152, or $0.01 basic and diluted per share, impact related to an impairment charge associated with land holdings

(d)	Includes a $1,808, or $0.02 basic and diluted per share, impact related to a gain on sale of land.

(e)	Includes a $155,680, or $1.76 basic and $1.73 diluted per share, impact related to the gain on sale of operating properties, and a $10,000, or $0.11 basic and diluted per share, impact related to incentive compensation expense as a result of joint venture restructuring.

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

(g)	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.

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

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(i)	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.

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Camden Property Trust Real Estate and Accumulated Depreciation As of December 31, 2014 (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:
ARIZONA
Phoenix/Scottsdale
Camden Copper Square	$	4,825			$	23,672			$	6,574			$	4,825			$	30,246			$	35,071			$	13,749			$	21,322							2000
Camden Foothills	11,006				33,343				—				11,006				33,343				44,349				542				43,807								2014
Camden Legacy	4,068				26,612				10,592				4,068				37,204				41,272				19,457				21,815								1998
Camden Montierra	13,687				31,727				4,767				13,687				36,494				50,181				2,780				47,401								2012
Camden Pecos Ranch	3,362				24,492				4,485				3,362				28,977				32,339				3,559				28,780								2012
Camden San Marcos	11,520				35,166				5,134				11,520				40,300				51,820				3,179				48,641								2012
Camden San Paloma	6,480				23,045				7,587				6,480				30,632				37,112				12,081				25,031								2002
Camden Sotelo	3,376				30,576				481				3,376				31,057				34,433				1,554				32,879								2013
CALIFORNIA
Los Angeles/Orange County
Camden Crown Valley	9,381				54,210				7,597				9,381				61,807				71,188				24,723				46,465								2001
Camden Harbor View	16,079				127,459				7,683				16,079				135,142				151,221				45,591				105,630				92,716				2003
Camden Main and Jamboree	17,363				75,387				767				17,363				76,154				93,517				11,390				82,127				49,757				2008
Camden Martinique	28,401				51,861				16,153				28,401				68,014				96,415				34,197				62,218				34,751				1998
Camden Parkside	29,730				34,368				1,209				29,730				35,577				65,307				3,909				61,398								2012
Camden Sea Palms	4,336				9,930				3,105				4,336				13,035				17,371				7,035				10,336								1998
San Diego/Inland Empire
Camden Landmark	17,339				71,315				1,148				17,339				72,463				89,802				6,033				83,769								2012
Camden Old Creek	20,360				71,777				1,067				20,360				72,844				93,204				18,884				74,320								2007
Camden Sierra at Otay Ranch	10,585				49,781				4,388				10,585				54,169				64,754				19,355				45,399								2003
Camden Tuscany	3,330				36,466				3,779				3,330				40,245				43,575				13,766				29,809								2003
Camden Vineyards	4,367				28,494				2,356				4,367				30,850				35,217				11,952				23,265								2002
COLORADO
Denver
Camden Belleview Station	8,091				44,003				681				8,091				44,684				52,775				3,371				49,404								2012
Camden Caley	2,047				17,445				4,287				2,047				21,732				23,779				9,649				14,130				15,351				2000
Camden Denver West	6,396				51,552				1,407				6,396				52,959				59,355				3,472				55,883								2012
Camden Highlands Ridge	2,612				34,726				9,278				2,612				44,004				46,616				19,628				26,988								1996
Camden Interlocken	$	5,293			$	31,612			$	7,717			$	5,293			$	39,329			$	44,622			$	18,449			$	26,173			$	27,431			1999
Camden Lakeway	3,915				34,129				11,030				3,915				45,159				49,074				21,503				27,571				29,267				1997
WASHINGTON DC METRO
Camden Ashburn Farm	4,835				22,604				1,446				4,835				24,050				28,885				7,360				21,525								2005
Camden Clearbrook	2,384				44,017				925				2,384				44,942				47,326				11,810				35,516								2007
Camden College Park	16,409				91,503				1,462				16,409				92,965				109,374				12,491				96,883								2008
Camden Dulles Station	10,807				61,548				2,284				10,807				63,832				74,639				14,384				60,255								2008
Camden Fair Lakes	15,515				104,223				6,762				15,515				110,985				126,500				32,746				93,754								2005
Camden Fairfax Corner	8,484				72,953				3,900				8,484				76,853				85,337				21,266				64,071								2006
Camden Fallsgrove	9,408				43,647				4,353				9,408				48,000				57,408				14,231				43,177								2005
Camden Grand Parc	7,688				35,900				1,387				7,688				37,287				44,975				10,973				34,002								2005
Camden Lansdowne	15,502				102,267				4,865				15,502				107,132				122,634				32,559				90,075								2005
Camden Largo Town Center	8,411				44,163				2,589				8,411				46,752				55,163				13,748				41,415								2005
Camden Monument Place	9,030				54,089				852				9,030				54,941				63,971				13,980				49,991								2007
Camden NoMa	19,442				82,126				—				19,442				82,126				101,568				3,482				98,086								2014
Camden Potomac Yard	16,498				88,317				584				16,498				88,901				105,399				21,131				84,268								2008
Camden Roosevelt	11,470				45,785				923				11,470				46,708				58,178				14,159				44,019								2005
Camden Russett	13,460				61,837				3,746				13,460				65,583				79,043				19,913				59,130				45,063				2005
Camden Silo Creek	9,707				45,301				1,672				9,707				46,973				56,680				14,021				42,659								2005
Camden Summerfield	14,659				48,404				890				14,659				49,294				63,953				12,133				51,820								2008
Camden Summerfield II	4,459				20,566				5				4,459				20,571				25,030				2,707				22,323								2012
FLORIDA
Southeast Florida
Camden Aventura	12,185				47,616				10,130				12,185				57,746				69,931				17,712				52,219								2005
Camden Boca Raton	2,201				49,499				—				2,201				49,499				51,700				599				51,101								2014
Camden Brickell	14,621				57,031				10,296				14,621				67,327				81,948				20,430				61,518								2005
Camden Doral	10,260				40,416				4,618				10,260				45,034				55,294				13,064				42,230								2005
Camden Doral Villas	6,476				25,543				5,294				6,476				30,837				37,313				9,210				28,103								2005
Camden Las Olas	12,395				79,518				7,803				12,395				87,321				99,716				26,091				73,625								2005
Camden Plantation	6,299				77,964				6,450				6,299				84,414				90,713				25,801				64,912								2005
Camden Portofino	9,867				38,702				3,994				9,867				42,696				52,563				13,141				39,422								2005
Orlando
Camden Hunter's Creek	4,156				20,925				4,317				4,156				25,242				29,398				7,418				21,980								2005
Camden Lago Vista	$	3,497			$	29,623			$	1,281			$	3,497			$	30,904			$	34,401			$	10,348			$	24,053							2005
Camden LaVina	12,907				42,569				58				12,907				42,627				55,534				6,148				49,386								2012
Camden Lee Vista	4,350				34,643				4,845				4,350				39,488				43,838				18,172				25,666								2000
Camden Orange Court	5,319				40,733				739				5,319				41,472				46,791				9,893				36,898								2008
Camden Renaissance	4,144				39,987				5,639				4,144				45,626				49,770				22,520				27,250								1997
Camden Town Square	13,127				45,997				33				13,127				46,030				59,157				4,968				54,189								2012
Camden World Gateway	5,785				51,821				5,516				5,785				57,337				63,122				16,296				46,826								2005
Tampa/St. Petersburg
Camden Bay	7,450				63,283				9,141				7,450				72,424				79,874				31,189				48,685								1998/2002
Camden Lakes	3,106				22,746				13,812				3,106				36,558				39,664				28,262				11,402								1997
Camden Montague	3,576				16,534				22				3,576				16,556				20,132				2,258				17,874								2012
Camden Preserve	1,206				17,982				6,578				1,206				24,560				25,766				11,860				13,906								1997
Camden Providence Lakes	2,020				14,855				6,343				2,020				21,198				23,218				9,526				13,692								2002
Camden Royal Palms	2,147				38,339				2,117				2,147				40,456				42,603				9,957				32,646								2007
Camden Westchase Park	11,955				36,254				80				11,955				36,334				48,289				4,221				44,068								2012
Camden Westshore	1,734				10,819				7,037				1,734				17,856				19,590				12,855				6,735								1997
Camden Woods	2,693				19,930				10,463				2,693				30,393				33,086				20,899				12,187								1999
GEORGIA
Atlanta
Camden Brookwood	7,174				31,984				6,536				7,174				38,520				45,694				11,909				33,785				22,624				2005
Camden Creekstone	5,017				19,912				619				5,017				20,531				25,548				1,854				23,694								2012
Camden Deerfield	4,895				21,922				5,523				4,895				27,445				32,340				8,313				24,027				19,220				2005
Camden Dunwoody	5,290				23,642				6,896				5,290				30,538				35,828				9,261				26,567				21,168				2005
Camden Fourth Ward	10,477				51,258				83				10,477				51,341				61,818				366				61,452								2014
Camden Midtown Atlanta	6,196				33,828				4,341				6,196				38,169				44,365				12,187				32,178				20,565				2005
Camden Peachtree City	6,536				29,063				3,365				6,536				32,428				38,964				10,349				28,615								2005
Camden Shiloh	4,181				18,798				4,210				4,181				23,008				27,189				7,142				20,047				10,576				2005
Camden St. Clair	7,526				27,486				6,751				7,526				34,237				41,763				10,707				31,056				21,646				2005
Camden Stockbridge	5,071				22,693				3,019				5,071				25,712				30,783				8,338				22,445				14,332				2005
Camden Vantage	11,787				68,822				918				11,787				69,740				81,527				3,578				77,949								2013
NEVADA
Las Vegas
Camden Bel Air	$	3,594			$	31,221			$	6,775			$	3,594			$	37,996			$	41,590			$	22,551			$	19,039							1998
Camden Breeze	2,894				15,828				5,309				2,894				21,137				24,031				12,176				11,855								1998
Camden Canyon	1,802				11,666				5,038				1,802				16,704				18,506				10,047				8,459								1998
Camden Centre	172				1,166				384				172				1,550				1,722				951				771								1998
Camden Commons	2,476				20,073				6,569				2,476				26,642				29,118				18,016				11,102								1998
Camden Cove	1,382				6,266				1,862				1,382				8,128				9,510				5,204				4,306								1998
Camden Del Mar	4,404				35,264				14,183				4,404				49,447				53,851				29,696				24,155								1998
Camden Fairways	3,969				15,543				9,981				3,969				25,524				29,493				16,874				12,619								1998
Camden Hills	853				7,834				1,703				853				9,537				10,390				5,988				4,402								1998
Camden Legends	1,370				6,382				1,355				1,370				7,737				9,107				4,344				4,763								1998
Camden Palisades	8,406				31,497				8,797				8,406				40,294				48,700				22,914				25,786								1998
Camden Pines	3,496				21,852				1,094				3,496				22,946				26,442				2,595				23,847								2012
Camden Pointe	2,058				14,879				3,242				2,058				18,121				20,179				9,782				10,397								1998
Camden Summit	11,212				18,399				992				11,212				19,391				30,603				2,186				28,417								2012
Camden Tiara	7,709				28,644				1,025				7,709				29,669				37,378				3,335				34,043								2012
Camden Vintage	3,641				19,255				5,565				3,641				24,820				28,461				15,199				13,262								1998
NORTH CAROLINA
Charlotte
Camden Ballantyne	4,503				30,250				7,150				4,503				37,400				41,903				11,842				30,061				26,025				2005
Camden Cotton Mills	4,246				19,147				5,358				4,246				24,505				28,751				7,936				20,815								2005
Camden Dilworth	516				16,633				1,715				516				18,348				18,864				5,181				13,683				13,073				2006
Camden Fairview	1,283				7,223				3,575				1,283				10,798				12,081				3,847				8,234								2005
Camden Foxcroft	1,408				7,919				3,547				1,408				11,466				12,874				4,337				8,537								2005
Camden Grandview	7,570				33,859				6,412				7,570				40,271				47,841				12,955				34,886								2005
Camden Sedgebrook	5,266				29,211				6,366				5,266				35,577				40,843				11,256				29,587				21,306				2005
Camden Simsbury	1,152				6,499				2,168				1,152				8,667				9,819				2,807				7,012								2005
Camden South End Square	6,625				29,175				5,981				6,625				35,156				41,781				10,825				30,956								2005
Camden Stonecrest	3,941				22,021				5,396				3,941				27,417				31,358				8,867				22,491								2005
Camden Touchstone	1,203				6,772				2,574				1,203				9,346				10,549				3,657				6,892								2005
Raleigh
Camden Crest	$	4,412			$	31,108			$	2,982			$	4,412			$	34,090			$	38,502			$	10,698			$	27,804							2005
Camden Governor's Village	3,669				20,508				2,732				3,669				23,240				26,909				7,592				19,317				13,004				2005
Camden Lake Pine	5,746				31,714				6,256				5,746				37,970				43,716				12,478				31,238				26,212				2005
Camden Manor Park	2,535				47,159				1,498				2,535				48,657				51,192				14,480				36,712				29,675				2006
Camden Overlook	4,591				25,563				7,747				4,591				33,310				37,901				10,378				27,523								2005
Camden Reunion Park	3,302				18,457				4,480				3,302				22,937				26,239				7,522				18,717				19,961				2005
Camden Westwood	4,567				25,519				4,103				4,567				29,622				34,189				9,401				24,788				19,907				2005
TEXAS
Austin
Camden Cedar Hills	2,684				20,931				222				2,684				21,153				23,837				5,654				18,183								2008
Camden Gaines Ranch	5,094				37,100				8,667				5,094				45,767				50,861				13,411				37,450								2005
Camden Huntingdon	2,289				17,393				8,229				2,289				25,622				27,911				13,566				14,345								1995
Camden Stoneleigh	3,498				31,285				6,495				3,498				37,780				41,278				10,530				30,748								2006
Corpus Christi
Camden Breakers	1,055				13,024				7,542				1,055				20,566				21,621				10,977				10,644								1996
Camden Copper Ridge	1,204				9,180				6,972				1,204				16,152				17,356				11,844				5,512								1993
Camden Miramar	—				38,784				17,524				—				56,308				56,308				19,811				36,497								1994-2014
Dallas/Fort Worth
Camden Addison	11,516				29,332				5,300				11,516				34,632				46,148				4,208				41,940								2012
Camden Belmont	12,521				61,522				762				12,521				62,284				74,805				5,682				69,123								2012
Camden Buckingham	2,704				21,251				8,326				2,704				29,577				32,281				14,147				18,134								1997
Camden Centreport	1,613				12,644				4,988				1,613				17,632				19,245				8,544				10,701								1997
Camden Cimarron	2,231				14,092				6,615				2,231				20,707				22,938				11,410				11,528								1997
Camden Farmers Market	17,341				74,193				13,002				17,341				87,195				104,536				34,023				70,513				50,711				2001/2005
Camden Henderson	3,842				15,256				113				3,842				15,369				19,211				1,550				17,661								2012
Camden Legacy Creek	2,052				12,896				5,590				2,052				18,486				20,538				9,481				11,057								1997
Camden Legacy Park	2,560				15,449				6,405				2,560				21,854				24,414				11,121				13,293				13,866				1997
Camden Valley Park	3,096				14,667				13,279				3,096				27,946				31,042				24,000				7,042								1994
Houston
Camden City Centre	4,976				44,735				954				4,976				45,689				50,665				11,962				38,703				33,795				2007
Camden City Centre II	$	5,101			$	28,131			$	19			$	5,101			$	28,150			$	33,251			$	2,612			$	30,639							2013
Camden Greenway	16,916				43,933				15,942				16,916				59,875				76,791				27,237				49,554				52,360				1999
Camden Holly Springs	11,108				42,852				7,401				11,108				50,253				61,361				5,594				55,767								2012
Camden Midtown	4,583				18,026				8,231				4,583				26,257				30,840				12,532				18,308				28,058				1999
Camden Oak Crest	2,078				20,941				3,363				2,078				24,304				26,382				9,470				16,912				17,309				2003
Camden Park	4,922				16,453				2,035				4,922				18,488				23,410				2,133				21,277								2012
Camden Plaza	7,204				31,044				635				7,204				31,679				38,883				4,535				34,348				21,120				2007
Camden Post Oak	14,302				92,557				6,030				14,302				98,587				112,889				5,406				107,483								2013
Camden Royal Oaks	1,055				20,046				520				1,055				20,566				21,621				6,482				15,139								2006
Camden Royal Oaks II	587				12,743				14				587				12,757				13,344				1,642				11,702								2012
Camden Stonebridge	1,016				7,137				3,637				1,016				10,774				11,790				6,822				4,968								1993
Camden Sugar Grove	7,614				27,594				1,056				7,614				28,650				36,264				3,138				33,126								2012
Camden Travis Street	1,780				29,104				274				1,780				29,378				31,158				6,639				24,519				21,614				2010
Camden Vanderbilt	16,076				44,918				17,200				16,076				62,118				78,194				35,596				42,598				73,165				1994/1997
Camden Whispering Oaks	1,188				26,242				369				1,188				26,611				27,799				6,984				20,815								2008
Total Current communities:	$	985,522			$	5,075,096			$	672,409			$	985,522			$	5,747,505			$	6,733,027			$	1,736,404			$	4,996,623			$	905,628
Communities under construction:
Name / location
Camden Chandler Chandler, AZ	$	—			$	36,448			$	—			$	—			$	36,448			$	36,448			$	4			$	36,444							N/A
Camden Flatirons (1)Denver, CO	—				74,231				—				—				74,231				74,231				906				73,325								N/A
Camden Gallery Charlotte, NC	—				28,915				—				—				28,915				28,915								28,915								N/A
Camden Glendale Glendale, CA	$	—			$	94,797			$	—			$	—			$	94,797			$	94,797			$	3			$	94,794							N/A
Camden Hayden (1) Tempe, AZ	—				41,085				—				—				41,085				41,085				84				41,001								N/A
Camden La Frontera (1) Round Rock, TX	—				34,949				—				—				34,949				34,949				416				34,533								N/A
Camden Lamar Heights (1) Austin, TX	—				45,564				—				—				45,564				45,564				470				45,094								N/A
Camden Lincoln Station Denver, CO	—				8,403				—				—				8,403				8,403								8,403								N/A
Camden McGowen Station Houston, TX	—				11,214				—				—				11,214				11,214								11,214								N/A
Camden Paces (1) Atlanta, GA	—				98,337				—				—				98,337				98,337				568				97,769								N/A
Camden Victory Park Dallas, TX	—				33,169				—				—				33,169				33,169				7				33,162								N/A
The Camden Los Angeles, CA	—				61,698				—				—				61,698				61,698								61,698								N/A
Total Communities under construction:	$	—			$	568,810			$	—			$	—			$	568,810			$	568,810			$	2,458			$	566,352			$	—
Development pipeline communities:
Name/location
Camden Atlantic Plantation, FL	$	—			$	12,759			$	—			$	—			$	12,759			$	12,759							$	12,759							N/A
Camden Buckhead Atlanta, GA	—				20,908				—				—				20,908				20,908								20,908								N/A
Camden Conte Houston, TX	—				18,303				—				—				18,303				18,303								18,303								N/A
Camden NoMa II Washington, DC	—				22,149				—				—				22,149				22,149								22,149								N/A
Camden Shady Grove Rockville, MD	—				31,597				—				—				31,597				31,597								31,597								N/A
Total Development pipeline communities:	$	—			$	105,716			$	—			$	—			$	105,716			$	105,716			$	—			$	105,716			$	—
Land Holdings	$	—			$	10,550			$	—			$	—			$	10,550			$	10,550							$	10,550							N/A
Corporate	—				3,413				—				—				3,413				3,413								3,413								N/A
	$	—			$	13,963			$	—			$	—			$	13,963			$	13,963			$	—			$	13,963			$	—
TOTAL	$	985,522			$	5,763,585			$	672,409			$	985,522			$	6,435,994			$	7,421,516			$	1,738,862			$	5,682,654			$	905,628

(1) Properties are in lease-up at December 31, 2014. Balances presented here includes costs which are included in buildings and improvements and land on the consolidated balance sheet at December 31, 2014. These costs related to completed unit turns for these properties.

S-1

Camden Property Trust Real Estate and Accumulated Depreciation As of December 31, 2014 (in thousands)	Schedule III

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

	2014				2013				2012
Balance, beginning of period	$	7,072,181			$	6,673,914			$	5,819,540
Additions during period:
Acquisition of operating properties and unconsolidated joint ventures	61,736				221,421				797,477
Development and repositions	469,048				306,950				232,296
Improvements	58,233				67,049				60,426
Deductions during period:
Cost of real estate sold – other	(172,475		)		(197,153		)		(176,872		)
Classification to held for sale	(67,207		)		—				(58,953		)
Balance, end of period	$	7,421,516			$	7,072,181			$	6,673,914
The changes in accumulated depreciation for the years ended December 31:
	2014				2013				2012
Balance, beginning of period	$	1,643,713			$	1,518,896			$	1,432,799
Depreciation of real estate assets	229,256				203,897				185,546
Dispositions	(94,043		)		(79,080		)		(72,465		)
Transfers to held for sale	(40,064		)		—				(26,984		)
Balance, end of period	$	1,738,862			$	1,643,713			$	1,518,896

The aggregate cost for federal income tax purposes at December 31, 2014 was $6.4 billion.

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