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Cover and table of contents

10-K 1 d259732d10k.htm FORM 10-K

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2011

OR

¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 1-12110

CAMDEN PROPERTY TRUST

(Exact name of registrant as specified in its charter)

Texas76-6088377
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
3 Greenway Plaza, Suite 1300 Houston, Texas77046
(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (713) 354-2500

Securities registered pursuant to Section 12(b) of the Act:

Title of each className of each exchange on which registered
Common Shares of Beneficial Interest, $.01 par valueNew York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x

Indicate by check mark whether registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (check one):

Large accelerated filerxAccelerated filer¨
Non-accelerated filer¨ (Do not check if a smaller reporting company)Smaller reporting company¨

Indicate by check mark whether the registrant is a shell company (as defined in the Rule 12b-2 of the Act). Yes ¨ No x

The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant was $4,418,001,069 based on a June 30, 2011 share price of $63.62.

On February 10, 2012, 78,804,181 common shares of the registrant were outstanding, net of treasury shares and shares held in our deferred compensation arrangements.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's Proxy Statement in connection with its Annual Meeting of Shareholders to be held May 11, 2012 are incorporated by reference in Part III.

Table of Contents

TABLE OF CONTENTS

Page
PART I
Item 1.Business1
Item 1A.Risk Factors3
Item 1B.Unresolved Staff Comments10
Item 2.Properties10
Item 3.Legal Proceedings15
Item 4.Mine Safety Disclosures15
PART II
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities16
Item 6.Selected Financial Data18
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations19
Item 7A.Quantitative and Qualitative Disclosures About Market Risk38
Item 8.Financial Statements and Supplementary Data39
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure39
Item 9A.Controls and Procedures39
Item 9B.Other Information42
PART III
Item 10.Directors, Executive Officers and Corporate Governance42
Item 11.Executive Compensation42
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters42
Item 13.Certain Relationships and Related Transactions, and Director Independence43
Item 14.Principal Accounting Fees and Services43
PART IV
Item 15.Exhibits and Financial Statement Schedules44
SIGNATURES51

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Table of Contents

PART I

Next: Item 1. Business