Camden Property Trust (CPT) 10-K risk factor changes: FY2011 vs FY2010

_Volatility in capital and credit markets, or other unfavorable changes in economic [removed: conditions] [added: conditions,] could adversely impact us._

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

Other weakened economic conditions, including job losses and high unemployment [removed: rates have] [added: rates, could] adversely [removed: affected] [added: affect] rental rates and occupancy levels.

Additional key economic risks which may [added: adversely] affect conditions in the markets in which we operate include the following:

| | [removed: •] [added: •] | | local conditions, such as an oversupply of apartments or other housing available for rent, or a reduction in demand for apartments in the area; |

| | [removed: •] [added: •] | | declines in the financial condition of our tenants, which may make it more difficult for us to collect rents from some tenants; |

| | [removed: •] [added: •] | | [removed: changes] [added: declines] in market rental rates; |

| | [removed: •] [added: •] | | [removed: declines in] [added: low] mortgage interest rates and home pricing, making alternative housing more affordable; |

| | [removed: •] [added: •] | | government or builder incentives which enable home buyers to put little or no money down, making alternative housing options more attractive; |

| | [removed: •] [added: •] | | regional economic downturns which [removed: simultaneously] affect one or more of our geographical markets; and |

| | [removed: •] [added: •] | | increased operating costs, if these costs cannot be passed through to residents. |

##### [Table of [removed: Contents](#C12701tocpage)][added: Contents](#toc)]

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

_We could be negatively impacted by the condition of Fannie Mae or Freddie [removed: Mac_.][added: Mac._]

[removed: A] [added: There have been discussions of reducing or eliminating Fannie Mae and Freddie Mac and a] final decision by the government to eliminate Fannie Mae or Freddie [removed: Mac] [added: Mac,] or reduce their acquisitions or guarantees of apartment [removed: loans] [added: loans,] may adversely affect interest rates, capital availability, and the development of multifamily communities.

_Compliance or failure to comply with [removed: laws] [added: laws, including those] requiring access to our properties by disabled [removed: persons] [added: persons,] could result in substantial cost._

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

This competitive environment could have a material adverse effect on our ability to lease apartment homes at our present properties or any newly developed or acquired property, as well as on the rents [removed: charged.][added: realized.]

We intend to continue to develop and construct multifamily apartment communities for our portfolio, and expect [removed: higher] [added: increased] levels of development activity in [removed: 2011 as compared to recent years.][added: 2012.]

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

| | [removed: •] [added: •] | | inability to obtain, or delays in obtaining, necessary zoning, land-use, building, occupancy, and other required permits and authorizations; |

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

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

| | [removed: •] [added: •] | | inability to complete construction and lease-up of a community on schedule; |

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

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

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

In addition, the terms of those contracts generally require this subsidiary to warrant its work for a period of time during which it may be required to repair, replace, or rebuild [removed: defective] [added: non-conforming] work.

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

[removed: Subject to the requirements of the Funds, we] [added: We] may acquire additional operating properties on a [removed: select] [added: selective] basis.

| | [removed: •] [added: •] | | we may not be able to successfully integrate acquired properties into our existing operations; |

| | [removed: •] [added: •] | | our estimates of the costs, if any, of repositioning or redeveloping the acquired property may prove inaccurate; |

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

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

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

We expect other real estate investors, including insurance companies, pension and investment funds, private investors, and other [removed: apartment] [added: multifamily] REITs, will compete with us to acquire additional operating properties.

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

If we suffer a [removed: substantial] [added: catastrophic] loss, our insurance coverage may not be sufficient to pay the full current market value or current replacement value of our lost investment, as well as the anticipated future revenues from the property.

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

We have committed to invest 20% of the total equity interest in each of the Funds, up to $75 million in the [removed: aggregate; each of the Funds has total capital commitments of $187.5 million or $375 million in the] aggregate.

If there are subsequent changes in the fair value of our land holdings which we determine is less than the carrying basis of our land holdings reflected in our financial statements plus estimated costs to sell, we may be required to take future impairment charges which would reduce our net income.

##### [Table of Contents](#toc)

##### [Table of Contents](#toc)

Each of the Funds has total capital commitments of $187.5 million or $375 million in the aggregate.

As of December 31, 2011, one of the Funds was closed for future investments.

We have contributed approximately $33.0 million to this Fund and it had a combined equity capital investment of $165.0 million at December 31, 2011.

As of December 31, 2011, our capital contribution to the remaining open Fund was approximately $23.7 million and it had a combined equity capital investment of approximately $118.4 million.

##### [Table of Contents](#toc)

##### [Table of Contents](#toc)

##### [Table of Contents](#toc)

##### [Table of Contents](#toc)

This caused the spreads on prospective debt financings to fluctuate and made it more difficult to borrow money.

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

Given the uncertainty and volatility of the current economic environment, there is less market information available to us to utilize in estimating the fair value of our holdings; if additional market information becomes available in future periods which impacts our estimates of fair value, we may be required to take future impairment charges.

In February 2011, the Obama administration released a report proposing Fannie Mae and Freddie Mac be gradually eliminated.

The report proposed three possible courses for long-term reform of housing finance.

| | | |

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

| | [removed: •] [added: •] | | volatility in capital and credit markets, or other unfavorable changes in economic [removed: conditions] [added: conditions,] could adversely impact us; |

| | [removed: •] [added: •] | | short-term leases expose us to the effects of declining market rents; |

| | [removed: •] [added: •] | | we face risks associated with land holdings and related activities; |

| | [removed: •] [added: •] | | difficulties of selling real estate could limit our flexibility; |

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

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

| | [removed: •] [added: •] | | competition could limit our ability to lease apartments or increase or maintain rental income; |

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

| | [removed: •] [added: •] | | our acquisition strategy may not produce the cash flows expected; |

| | [removed: •] [added: •] | | competition could adversely affect our ability to acquire properties; |

| | [removed: •] [added: •] | | losses from catastrophes may exceed our insurance coverage; |

| | [removed: •] [added: •] | | investments through joint ventures involve risks not present in investments in which we are the sole investor; |

| | [removed: •] [added: •] | | we face risks associated with investments in and management of discretionary funds; |

| | [removed: •] [added: •] | | we depend on our key personnel; |

| | [removed: •] [added: •] | | changes in litigation risks could affect our business; |

| | [removed: •] [added: •] | | tax matters, including failure to qualify as a REIT, could have adverse consequences; |

| | [removed: •] [added: •] | | insufficient cash flows could limit our ability to make required payments for debt obligations or pay distributions to shareholders; |

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

| | [removed: •] [added: •] | | we may be unable to renew, repay, or refinance our outstanding debt; |

| | [removed: •] [added: •] | | variable rate debt is subject to interest rate risk; |

| | [removed: •] [added: •] | | we may incur losses on interest rate hedging arrangements; |

| | [removed: •] [added: •] | | issuances of additional debt may adversely impact our financial condition; |

| | [removed: •] [added: •] | | failure to maintain our current credit ratings could adversely affect our cost of funds, related margins, liquidity, and access to capital markets; |

| | [removed: •] [added: •] | | share ownership limits and our ability to issue additional equity securities may prevent takeovers beneficial to shareholders; |

| | [removed: •] [added: •] | | our share price will fluctuate; and |

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

##### [Table of [removed: Contents](#C12701tocpage)][added: Contents](#toc)]

As of December 31, [removed: 2010,] [added: 2011,] we owned interests in, operated, or were developing [removed: 188] [added: 206] multifamily properties comprising [removed: 63,923] [added: 69,794] apartment homes across the United States as detailed in the following Property Portfolio table.

We believe [removed: these improvements may be] [added: the increases to rental revenue were] due in part to the continued decline in home ownership rates and the limited supply of new rental housing.

During the [removed: fourth quarter of] [added: year ended December 31,] 2010, we received net proceeds of approximately $101.9 million and recognized a gain of approximately $9.6 million from the sale of two operating [removed: properties,] [added: properties] containing 1,066 apartment homes to [added: an] unaffiliated third [removed: parties.][added: party.]

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

We also intend to continue to [removed: focus on strengthening] [added: strengthen] our capital and liquidity positions by [added: continuing to focus on our core fundamentals, which are] generating positive cash flows from operations, [removed: reducing outstanding] [added: maintaining appropriate] debt [added: levels] and leverage ratios, and controlling overhead costs.

We intend to meet our liquidity requirements through available cash balances, cash flows generated from operations, draws on our unsecured credit facility, proceeds from property dispositions and secured mortgage notes, [added: equity issued from our 2011 at-the-market share offering program,] and the use of debt and equity offerings under our automatic shelf registration statement.

As of December 31, [removed: 2010,] [added: 2011,] we had approximately [removed: $170.6] [added: $55.2] million in cash and cash equivalents and no balances outstanding on our $500 million unsecured line of [removed: credit.][added: credit; we recently extended the maturity date of our unsecured line of credit to September 2015, with options to extend the maturity to September 2016.]

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

We will, however, continue to assess and take further actions where [added: we believe] prudent to meet our objectives and capital requirements.

Our multifamily property [removed: portfolio, excluding land held for future development,] [added: portfolio] is summarized as follows:

| | | December 31, [removed: 2010] [added: 2011] | | | | | | | | December 31, [removed: 2009] [added: 2010] | | | | | | |

| Houston, Texas (1) | | | [removed: 6,967] [added: 9,354] | | | | [removed: 19] [added: 26] | | | | [removed: 6,289] [added: 6,967] | | | | [removed: 16] [added: 19] | |

| Washington, D.C. Metro [removed: (2)] | | | 5,604 | | | | 16 | | | | [removed: 6,068] [added: 5,604] | | | | [removed: 17] [added: 16] | |

_Property Operations_

Our results for the year ended December 31, 2011 reflect an increase in rental revenue as compared to 2010, which we believe was primarily due to a gradually improving economy, favorable demographics, a modest supply of new multifamily housing, and a decrease in home ownership rates, which have resulted in increases in realized rental rates and average occupancy levels.

Same store revenues increased 5.5% as compared to 2010.

We believe economic and employment conditions will improve slightly during 2012 and the supply of new multifamily homes will continue to be modest.

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

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

_Development Activity_

During the year ended December 31, 2011, we began construction on eight development projects including two development projects in our discretionary funds, in which we own a 20% ownership interest (the “Funds”).

These eight projects contain 2,190 units, with initial occupancy expected throughout 2012 and 2013.

At December 31, 2011, we had a total of ten development projects under construction containing 2,797 units with initial occupancy expected between 2011 and 2013.

Excluding the two Fund development projects containing 520 units, we have remaining anticipated construction expenditures of approximately $180.0 million on the eight consolidated projects under construction as of December 31, 2011.

_Acquisitions and Dispositions_

In August 2011, we acquired 30.1 acres of land located in Atlanta, Georgia for approximately $40.1 million.

In December 2011, we acquired 2.2 acres of land in Glendale, California for approximately $21.4 million.

We intend to utilize these land holdings for development of multiple multifamily apartment communities, subject to, among other matters, market conditions.

During the fourth quarter of 2011, we sold two properties consisting of 788 units located in Dallas, Texas for approximately $39.7 million and recognized a gain of approximately $24.6 million on the sale.

During January 2012, we sold one property consisting of 357 units located in Phoenix, Arizona for approximately $24.5 million.

In April 2011, we sold one of our land parcels to one of the Funds for approximately $9.4 million and we were reimbursed for previously written-off third-party development costs, resulting in a gain of approximately $4.7 million.

In June 2011, we sold another land parcel to this Fund for approximately $3.1 million, resulting in a gain of approximately $0.1 million.

Development of 520 units on these two parcels commenced in 2011.

During the year ended December 31, 2011, the Funds acquired eighteen multifamily properties totaling 6,076 units located in the Houston, Dallas, Austin, San Antonio, Tampa, and Atlanta metropolitan areas.

In January 2012, one of the Funds acquired one multifamily property comprised of 350 units located in Raleigh, North Carolina.

In January 2012, we issued approximately 6.6 million common shares in a public equity offering and received approximately $391.6 million in net proceeds.

We utilized these proceeds to fund the acquisition of the 80% interest not owned by us in twelve related joint ventures for approximately $99.5 million and the repayment of approximately $272.6 million in mortgage debt associated with these joint ventures.

In connection with this acquisition of the joint venture interests, we acquired twelve operating properties consisting of 4,034 units located in Dallas, Houston, Las Vegas, Phoenix and Southern California.

##### [Table of Contents](#toc)

During the fourth quarter of 2011, one of our unconsolidated joint ventures sold four operating properties consisting of 1,194 units located in Louisville, Kentucky.

Our proportionate share of the gain was approximately $6.4 million.

In March 2011, we sold our ownership interests in three unconsolidated joint ventures for total proceeds of approximately $19.3 million and recognized a gain of approximately $1.1 million.

Two of these joint ventures owned multifamily properties in Houston comprised of 459 units, and the remaining joint venture owned 6.1 acres of land in Houston.

_Future Outlook_

Additionally, we now 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 existing banks to increase their commitments.

We believe payments on debt maturing in 2012 are manageable at $294.2 million, which represents approximately 12% of our total outstanding debt.

Included in these maturities are four debt instruments of approximately $102.1 million which have automatic one year extensions which we may or may not exercise at our election.

| | | | September 30, | | | | September 30, | | | | September 30, | | | | September 30, | |

##### [Table of Contents](#toc)

| | | | September 30, | | | | September 30, | | | | September 30, | | | | September 30, | |

| | | December 31, 2011 | | | | | | | | December 31, 2010 | | | | | | |

| | | Apartment | | | | | | | | Apartment | | | | | | |

| | | Homes | | | | Properties | | | | Homes | | | | Properties | | |

The U.S. economy has experienced a significant recession.

Record levels of job losses and higher unemployment rates negatively impacted our business, particularly in the latter half of 2008 through the first quarter of 2010, when we experienced declines in both rental rates and occupancy levels.

Despite unemployment rates remaining at high levels, our results for the most recent three quarters reflect sequential rental revenue growth as well as an increase in rental revenue growth for the three months ended December 31, 2010 as compared to the same period in 2009, primarily due to improvements in rental rates and slight improvements in average occupancy levels.

We expect improvements in rental rates and occupancy to continue in 2011 and believe sustained revenue growth will depend on, among other things, the timing and extent of employment growth, supply levels of new multifamily housing, and the continuation of the decline in home ownership rates.

In 2010, we acquired three multifamily properties, totaling 686 units, for an aggregate of approximately $63.0 million on behalf of one of our discretionary investment funds in which we have a 20% ownership interest.

Additionally, we restructured three of our joint ventures, which collectively own an aggregate of 1,069 units, resulting in our acquiring a controlling ownership interest in each joint venture.

During the second half of 2010, we began construction on two development projects, comprised of approximately 607 units; initial occupancy is expected in the last half of 2011.

As of December 31, 2010, we intend to incur approximately $57.2 million of additional costs on these projects.

We expect to fund these amounts through available cash balances and draws upon our unsecured line of credit.

We expect to start several additional development projects currently held in our development pipeline in 2011 and are evaluating additional development projects to commence during fiscal year 2011 and beyond.

We have approximately $154.4 million of debt maturities in 2011, excluding scheduled principal amortizations.

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

| | | |

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

| _(2)_ | | _Includes Camden College Park, a fully-consolidated joint venture, of which we retain a 99.99% ownership._ |

| _(3)_ | | _Includes Camden Main and Jamboree, a fully-consolidated joint venture, of which we retain a 99.99% ownership._ |

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

| | | Number of | | | | Date of | | | | | | |

| | | Apartment | | | | Construction | | | | Date of | | |

| Camden Dulles Station _Oak Hill, VA_ | | | 366 | | | | 1Q09 | | | | 2Q10 | |

| Camden Amber Oaks — joint venture _Austin, TX_ | | | 348 | | | | 2Q09 | | | | 2Q10 | |

| Camden Travis Street (1) _Houston, TX_ | | | 253 | | | | 1Q10 | | | | 3Q10 | |

| Belle Meade — joint venture _Houston, TX_ | | | 119 | | | | 1Q10 | | | | 4Q10 | |

In March 2008, we sold a development community in Austin, Texas, to one of the Funds for approximately $8.9 million.

No gain or loss was recognized on the sale.

In August 2008, we sold a stabilized community to the same Fund for approximately $44.2 million and recognized a gain of approximately $1.8 million on the sale.

| | | Number of | | | | | | | | | | |

| | | Apartment | | | | Date of | | | | Year Placed in | | |

| Camden Westwind _Ashburn, VA_ | | | 464 | | | | 4Q10 | | | | 2006 | |

| Camden Oasis _Euless, TX_ | | | 602 | | | | 4Q10 | | | | 1986 | |

During the year ended December 31, 2008, we received net proceeds of approximately $121.7 million and recognized gains of approximately $80.2 million from the sales of eight operating properties, containing 2,392 apartment homes, to unaffiliated third parties.

During the year ended December 31, 2008, we recognized a gain of approximately $1.1 million from the sale of land adjacent to our regional office in Las Vegas, Nevada.

We did not have any consolidated properties in lease-up at December 31, 2010.

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

| | | | | | | | | | | | | | | Included in | | | | Estimated | | | | | | |

| | | Number of | | | | | | | | | | | | Properties | | | | Date of | | | | Estimated | | |

| _($ in millions)_ | | Apartment | | | | Estimated | | | | Cost | | | | Under | | | | Construction | | | | Date of | | |

| Camden Lake Nona _Orlando, FL_ | | | 420 | | | $ | 61.0 | | | $ | 28.6 | | | $ | 28.6 | | | | 2Q12 | | | | 3Q14 | |

| Total | | | 607 | | | $ | 93.0 | | | $ | 35.8 | | | $ | 35.8 | | | | | | | | | |

| | | | | | | Number of | | | | Total | | | | % Leased | | |

The table below provides information about our assets and our liabilities sensitive to changes in interest rates as of December 31, [removed: 2010] [added: 2011] and [removed: 2009:][added: 2010:]

| | | December 31, [removed: 2010] [added: 2011] | | | | | | | | | | | | | | | | December 31, [removed: 2009] [added: 2010] | | | | | | | | | | | | | | |

| | | [added: Amount] (in millions) | | | | [removed: (in] [added: Weighted Average Maturity (in] years) | | | | [added: Weighted Average Interest] Rate | | | | [added: % Of] Total | | | | [added: Amount] (in millions) | | | | [removed: (in] [added: Weighted Average Maturity (in] years) | | | | [added: Weighted Average Interest] Rate | | | | [added: % Of] Total | | |

| Fixed rate debt (1) | | $ | [removed: 2,333.5] [added: 2,186.6] | | | | [removed: 5.2] [added: 6.7] | | | | [removed: 5.4] [added: 5.3] | % | | | [removed: 91.0] [added: 89.9] | % | | $ | [removed: 2,396.8] [added: 2,333.5] | | | | 5.2 | | | | [removed: 5.5] [added: 5.4] | % | | | [removed: 91.3] [added: 91.0] | % |

| Variable rate debt | | | [removed: 230.3] [added: 245.5] | | | | [removed: 9.0] [added: 7.6] | | | | [removed: 1.3] [added: 1.1] | | | | [removed: 9.0] [added: 10.1] | | | | [removed: 228.4] [added: 230.3] | | | | [removed: 10.1] [added: 9.0] | | | | [removed: 1.2] [added: 1.3] | | | | [removed: 8.7] [added: 9.0] | |

| _(1)_ | [removed: | _Includes] [added: _December 31, 2010 included] a $500 million term loan entered into in 2007 and $16.6 million of a construction loan entered into in 2008 which are effectively fixed by the use of [removed: an] interest rate [added: swaps. The $500 million term loan was repaid in June. The $16.6 million construction loan interest rate] swap [removed: (see discussion below)._] [added: matured and was not extended in conjunction with the one-year extension of the loan in July 2011._] |

To the extent we utilize our revolving credit facility [removed: thereby increasing] [added: and increase] our variable rate indebtedness, our exposure to increases in interest rates will also increase.

Holding other variables constant, a one percentage point variance in interest rates would change the unrealized fair market value of the fixed rate debt by approximately [removed: $94.6] [added: $119.6] million.

The net income attributable to common shareholders and cash flows impact on the next year resulting from a one percentage point variance in interest rates on floating rate [removed: debt, excluding] debt [removed: effectively fixed by interest rate swap agreements described below,] would be approximately [removed: $2.3] [added: $2.5] million, holding all other variables constant.

##### [Table of [removed: Contents](#C12701tocpage)][added: Contents](#toc)]

| | | | September 30, | | | | September 30, | | | | September 30, | | | | September 30, | | | | September 30, | | | | September 30, | | | | September 30, | | | | September 30, | |

| --- | --- |

We have entered into, and may enter into in the future, interest rate swaps and caps to protect ourselves against fluctuations in the rates of our floating rate debt.

In connection with the repayment of the $500 million loan in June 2011, we discontinued the hedging relationship on the $500 million interest rate swap on May 31, 2011.

Upon repayment of the loan, which eliminated the probable future variable monthly interest payments being hedged, we recognized a non-cash charge of approximately $29.8 million which included the accelerated reclassification of amounts previously recorded in accumulated other comprehensive loss related to this swap.

Due to the relatively short remaining life of the swap (which matures in October 2012) and the low expectation of the swap becoming a significantly larger liability, management elected to leave this interest rate swap in place through its original maturity rather than cash settle the swap.

As a result, the changes in fair value of this swap have been marked to market through earnings in other income and other expense.

The fair value of our interest rate swap totaled approximately $16.6 million as of December 31, 2011.

During 2011, we recorded a loss of approximately $0.2 million related to this derivative instrument subsequent to the discontinuation of the hedging relationship.

Non-designated derivative financial instruments could expose us to credit risk and market risk.

Our credit risk in this context is the failure of a counterparty to perform under the terms of the derivative contract.

If the fair value of a derivative contract is positive, the counterparty would owe us, which could create credit risk for us.

If the fair value of a derivative is negative we would owe the counterparty and, therefore, we would not be exposed to credit risk.

Our market risk related to derivative financial instruments is the adverse effect on the value of a financial instrument which results from changes in interest rates.

We believe we minimize our market risk by monitoring the fair value of each financial instrument position.

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

| | | | | | | Weighted | | | | Weighted | | | | | | | | | | | | Weighted | | | | Weighted | | | | | | |

| | | | | | | Average | | | | Average | | | | | | | | | | | | Average | | | | Average | | | | | | |

| | | Amount | | | | Maturity | | | | Interest | | | | % Of | | | | Amount | | | | Maturity | | | | Interest | | | | % Of | | |

| | | |

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

We currently use interest rate hedges to reduce the impact of interest rate fluctuations on certain variable indebtedness, not for trading or speculative purposes.

Under the hedge agreements:

| | • | | we agree to pay a counterparty the interest that would have been incurred on a fixed principal amount at a fixed interest rate; and |

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

| | • | | the counterparty agrees to pay us the interest rate that would have been incurred on the same principal amount at an assumed floating interest rate tied to a particular market index. |

As of December 31, 2010, the effect of our hedge agreements was to fix the interest rate on approximately $516.6 million of our variable rate debt.

Had the hedge agreements not been in place during 2010, our annual interest costs would have been approximately $23.3 million lower, based on balances and reported interest rates through the year as the variable interest rates were less than the effective interest rates on the associated hedge agreements.

Additionally, if the variable interest rates on this debt had been 100 basis points higher through 2010 and the hedge agreements not been in place, our annual interest cost would have been approximately $5.8 million higher.

Derivative financial instruments expose us to credit risk in the event of non-performance by the counterparties under the terms of the interest rate hedge agreements.

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

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

As of December 31, [removed: 2010,] [added: 2011,] we owned interests in, operated, or were developing [removed: 188] [added: 206] multifamily properties comprising [removed: 63,923] [added: 69,794] apartment homes across the United States.

Of these [removed: 188] [added: 206] properties, [removed: two] [added: ten] properties were under development and when completed will consist of a total of [removed: 607] [added: 2,797] apartment homes.

Operating [added: and Business] Strategy

We believe, where possible, it is best to operate with a strong base of properties in order to benefit from the personnel allocation and the market strength associated with managing [removed: several] [added: multiple] properties in the same market.

##### [Table of [removed: Contents](#C12701tocpage)][added: Contents](#toc)]

Subject to market conditions, we intend to continue to look for opportunities to [removed: develop and] acquire existing [removed: communities through our discretionary investment funds (the “Funds”),] [added: communities,] expand our development pipeline, and complete selective dispositions.

We intend to continue to focus on strengthening our capital and liquidity positions by generating positive cash flows from operations, [removed: reducing outstanding] [added: maintaining appropriate] debt [added: levels] and leverage ratios, and controlling overhead costs.

We intend to meet our liquidity requirements through available cash balances, [removed: cash flows generated from operations, draws on] [added: the availability under] our unsecured credit [removed: facility,] [added: facility and other short-term borrowings,] proceeds from [removed: property] dispositions [added: of property] and secured mortgage notes, [added: equity issued from our 2011 at-the-market share offering program,] and the use of debt and equity offerings under our automatic shelf registration statement.

We strive to motivate our on-site employees through incentive compensation arrangements based upon property operational results, rental rate increases, [added: occupancy levels,] and level of lease renewals achieved.

_Investments in Joint Ventures._ We have entered into, and may continue in the future to enter into, joint ventures through which we own an indirect economic interest of less than 100% of the community or [removed: communities] [added: land] owned directly by the joint venture.

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

This competitive environment could have a material adverse effect on our ability to lease apartment homes at our present communities or any newly developed or acquired community, as well as [removed: on] [added: at] the rents charged.

At December 31, [removed: 2010,] [added: 2011,] we had approximately [removed: 1,750] [added: 1,885] employees, including executive, administrative, and community personnel.

As of December 31, [removed: 2010,] [added: 2011,] we met the qualification of a REIT under Sections 856-860 of the Internal Revenue Code of 1986, as amended (the “Code”).

General

We try to maximize capital appreciation of our properties by investing in markets characterized by conditions favorable to multifamily property appreciation.

These markets generally feature one or more of the following:

| | • | | Strong economic growth leading to household formation and job growth, which in turn leads to high demand for our apartments; and |

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

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

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

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

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

| | • | | An attractive quality of life leading to high demand and retention and allowing us to more readily increase rents. |

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

We have two discretionary investment funds (the “Funds”), one of which is closed to future investment and the other of which will close to future investment at the earlier of April 2012 or at such time as 90% of its committed capital is invested, subject to certain exceptions.

##### [Table of Contents](#toc)

Our employee headcount does not vary significantly throughout the year.

General Development of Business

| | | |

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

For discussion regarding legal proceedings, see Note 14, “Commitments and Contingencies,” [removed: of] [added: in] the Notes to Consolidated Financial Statements.

| | | |

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

##### [Table of [removed: Contents](#C12701tocpage)][added: Contents](#toc)]

UNITED [removed: STATES][added: STATES]

[removed: SECURITIES] [added: SECURITIES] AND EXCHANGE COMMISSION

| [removed: þ |] [added: x] | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |

For the fiscal year ended December 31, [removed: 2010][added: 2011]

| [removed: o |] [added: ¨] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |

[removed: (Exact] [added: (Exact] name of registrant as specified in its [removed: charter)][added: charter)]

| [removed: Texas (State] [added: (State] or other jurisdiction [removed: of incorporation] [added: of incorporation] or [removed: organization)] [added: organization)] | | [removed: 76-6088377 (I.R.S. Employer Identification No.)] [added: (I.R.S. Employer Identification No.)] |

| 3 Greenway Plaza, Suite [removed: 1300 Houston,] [added: 1300 Houston,] Texas [removed: (Address of principal executive offices)] | | 77046 [removed: (Zip Code)] |

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

[removed: Securities] [added: Securities] registered pursuant to Section 12(b) of the [removed: Act:][added: Act:]

| [removed: Title] [added: Title] of each [removed: class] [added: class] | | [removed: Name] [added: Name] of each exchange on which [removed: registered] [added: registered] |

| [removed: Common] [added: Common] Shares of Beneficial Interest, $.01 par [removed: value] [added: value] | | [removed: New] [added: New] York Stock [removed: Exchange] [added: Exchange] |

[removed: Securities] [added: Securities] registered pursuant to Section 12(g) of the [removed: Act: None][added: Act:]

Yes [removed: þ] [added: x] No [removed: o][added: ¨]

Yes [removed: o] [added: ¨] No [removed: þ][added: x]

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 [removed: registrant’s] [added: 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. [removed: o][added: x]

| [removed: Large accelerated filer þ | | Accelerated] [added: Non-accelerated] filer [removed: o] | | [removed: Non-accelerated filer o] [added: ¨ (Do not check if a smaller reporting company)] | | Smaller reporting company [removed: o] | [added: | ¨ |]

The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant was [removed: $2,690,865,073] [added: $4,418,001,069] based on a June 30, [removed: 2010] [added: 2011] share price of [removed: $40.85.][added: $63.62.]

Portions of the [removed: registrant’s] [added: registrant's] Proxy Statement in connection with its Annual Meeting of Shareholders to be held May 11, [removed: 2011] [added: 2012] are incorporated by reference in Part III.

| | | [removed: Page] | | [removed: | |] [added: Page] | | |

| [removed: [Item] [added: Item] 1. [removed: Business](#C12701102)] | | [removed: | 1 |] [added: [Business](#tx259732_2)] | | | [added: 1] | |

| [removed: [Item] [added: Item] 1A. [removed: Risk Factors](#C12701103)] | | [removed: | 3 |] [added: [Risk Factors](#tx259732_3)] | | | [added: 3] | |

| [removed: [Item] [added: Item] 1B. [removed: Unresolved Staff Comments](#C12701104)] | | [removed: | 10 |] [added: [Unresolved Staff Comments](#tx259732_4)] | | | [added: 10] | |

| [removed: [Item] [added: Item] 2. [removed: Properties](#C12701105)] | | [removed: | 10 |] [added: [Properties](#tx259732_5)] | | | [added: 10] | |

| [removed: [Item] [added: Item] 3. [removed: Legal Proceedings](#C12701106)] | | [removed: | 14 |] [added: [Legal Proceedings](#tx259732_6)] | | | [added: 15] | |

| [removed: [Item] [added: Item] 5. [removed: Market] [added: | | [Market] for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#C12701109) | | | 15 |] [added: Securities](#tx259732_9)] | | | [added: 16] | |

| [removed: [Item] [added: Item] 6. [removed: Selected Financial Data](#C12701110)] | | [removed: | 17 |] [added: [Selected Financial Data](#tx259732_10)] | | | [added: 18] | |

| [removed: [Item] [added: Item] 7. [removed: Management’s] [added: | | [Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations](#C12701111) | | | 18 |] [added: Operations](#tx259732_11)] | | | [added: 19] | |

| [removed: [Item] [added: Item] 7A. [removed: Quantitative] [added: | | [Quantitative] and Qualitative Disclosures About Market [removed: Risk](#C12701112) | | | 35 |] [added: Risk](#tx259732_12)] | | | [added: 38] | |

| [removed: [Item] [added: Item] 8. [removed: Financial] [added: | | [Financial] Statements and Supplementary [removed: Data](#C12701113) | | | 36 |] [added: Data](#tx259732_13)] | | | [added: 39] | |

| [removed: [Item] [added: Item] 9. [removed: Changes] [added: | | [Changes] in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#C12701114) | | | 36 |] [added: Disclosure](#tx259732_14)] | | | [added: 39] | |

| [removed: [Item] [added: Item] 9A. [removed: Controls and Procedures](#C12701115)] | | [removed: | 36 |] [added: [Controls and Procedures](#tx259732_15)] | | | [added: 39] | |

| [removed: [Item] [added: Item] 9B. [removed: Other Information](#C12701116)] | | [removed: | 39 |] [added: [Other Information](#tx259732_16)] | | | [added: 42] | |

| [removed: [PART III](#C12701117) | |] [added: [PART III](#tx259732_17)] | | | | | | |

| [removed: [Item] [added: Item] 10. [removed: Directors,] [added: | | [Directors,] Executive Officers and Corporate [removed: Governance](#C12701118) | | | 39 |] [added: Governance](#tx259732_18)] | | | [added: 42] | |

| [removed: [Item] [added: Item] 11. [removed: Executive Compensation](#C12701119)] | | [removed: | 39 |] [added: [Executive Compensation](#tx259732_19)] | | | [added: 42] | |

| [removed: [Item] [added: Item] 12. [removed: Security] [added: | | [Security] Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#C12701120) | | | 39 |] [added: Matters](#tx259732_20)] | | | [added: 42] | |

| [removed: [Item] [added: Item] 13. [removed: Certain] [added: | | [Certain] Relationships and Related Transactions, and Director [removed: Independence](#C12701121) | | | 39 |] [added: Independence](#tx259732_21)] | | | [added: 43] | |

| [removed: [Item] [added: Item] 14. [removed: Principal] [added: | | [Principal] Accounting Fees and [removed: Services](#C12701122) | | | 39 |] [added: Services](#tx259732_22)] | | | [added: 43] | |

10-K 1 d259732d10k.htm FORM 10-K

| --- | --- |

| --- | --- |

| Texas | | 76-6088377 |

| (Address of principal executive offices) | | (Zip Code) |

None

Yes x No ¨

Yes x No ¨

| Large accelerated filer | | x | | Accelerated filer | | ¨ |

| | | | | | | |

Yes ¨ No x

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.

##### [Table of Contents](#toc)

| | | | | | | |

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

| [PART I](#tx259732_1) | | | | | | |

| | | | | | | |

| | | | | | | |

| | | | | | | |

| | | | | | | |

| | | | | | | |

| | | | | | | |

| Item 4. | | [Mine Safety Disclosures](#tx259732_7) | | | 15 | |

| | | | | | | |

| [PART II](#tx259732_8) | | | | | | |

| | | | | | | |

| | | | | | | |

| | | | | | | |

| | | | | | | |

| | | | | | | |

| | | | | | | |

| | | | | | | |

| | | | | | | |

| | | | | | | |

| | | | | | | |

| | | | | | | |

| | | | | | | |

| | | | | | | |

| | | | | | | |

| | | | | | | |

10-K 1 c12701e10vk.htm FORM 10-K

| | | |

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

| | | | | (Do not check if a smaller reporting company) | | |

On February 17, 2011, 69,780,732 common shares of the registrant were outstanding.

| | | | | | | | | |

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

| [PART I](#C12701101) | | | | | | | | |

| [Item 4. Reserved](#C12701107) | | | 14 | | | | | |

| [PART II](#C12701108) | | | | | | | | |

| [PART IV](#C12701123) | | | | | | | | |

| [SIGNATURES](#C12701125) | | | 47 | | | | | |

| [Exhibit 12.1](https://www.sec.gov/Archives/edgar/data/906345/000095012311017763/c12701exv12w1.htm) | | | | | | | | |

| [Exhibit 21.1](https://www.sec.gov/Archives/edgar/data/906345/000095012311017763/c12701exv21w1.htm) | | | | | | | | |

| [Exhibit 23.1](https://www.sec.gov/Archives/edgar/data/906345/000095012311017763/c12701exv23w1.htm) | | | | | | | | |

| [Exhibit 24.1](https://www.sec.gov/Archives/edgar/data/906345/000095012311017763/c12701exv24w1.htm) | | | | | | | | |

| [Exhibit 31.1](https://www.sec.gov/Archives/edgar/data/906345/000095012311017763/c12701exv31w1.htm) | | | | | | | | |

| [Exhibit 31.2](https://www.sec.gov/Archives/edgar/data/906345/000095012311017763/c12701exv31w2.htm) | | | | | | | | |

| [Exhibit 32.1](https://www.sec.gov/Archives/edgar/data/906345/000095012311017763/c12701exv32w1.htm) | | | | | | | | |

| [EX-101 INSTANCE DOCUMENT](https://www.sec.gov/Archives/edgar/data/906345/000095012311017763/cpt-20101231.xml) | | | | | | | | |

| [EX-101 SCHEMA DOCUMENT](https://www.sec.gov/Archives/edgar/data/906345/000095012311017763/cpt-20101231.xsd) | | | | | | | | |

| [EX-101 CALCULATION LINKBASE DOCUMENT](https://www.sec.gov/Archives/edgar/data/906345/000095012311017763/cpt-20101231_cal.xml) | | | | | | | | |

| [EX-101 LABELS LINKBASE DOCUMENT](https://www.sec.gov/Archives/edgar/data/906345/000095012311017763/cpt-20101231_lab.xml) | | | | | | | | |

| [EX-101 PRESENTATION LINKBASE DOCUMENT](https://www.sec.gov/Archives/edgar/data/906345/000095012311017763/cpt-20101231_pre.xml) | | | | | | | | |

| [EX-101 DEFINITION LINKBASE DOCUMENT](https://www.sec.gov/Archives/edgar/data/906345/000095012311017763/cpt-20101231_def.xml) | | | | | | | | |

| | | |

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

The [removed: 186] [added: 196] operating properties in which we owned interests and operated at December 31, [removed: 2010] [added: 2011] averaged [removed: 922] [added: 928] square feet of living area per apartment home.

For the year ended December 31, [removed: 2010,] [added: 2011,] no single operating property accounted for greater than [removed: 1.6%] [added: 1.5%] of our total revenues.

Our operating properties had a weighted average occupancy rate of approximately [added: 94.5% and] 93.3% for [removed: each of] the years ended December 31, [removed: 2010] [added: 2011] and [removed: 2009,] [added: 2010, respectively,] and an average annual rental revenue per apartment home of [removed: $928] [added: $970] and [removed: $946] [added: $928] for the years ended December 31, [removed: 2010] [added: 2011] and [removed: 2009,] [added: 2010,] respectively.

One hundred and [removed: fifty-nine] [added: seventy-one] of our operating properties have over 200 apartment homes, with the largest having 904 apartment homes.

Our operating properties have an average age of [removed: 11] [added: 12] years (calculated on the basis of investment dollars).

| Year Placed in Service | | Number of Operating Properties | [removed: | |]

| 2001-2005 | | [removed: | 28 |] [added: 32] |

| 1996-2000 | | [removed: |] 57 | [removed: |]

| 1991-1995 | | [removed: |] 19 | [removed: |]

| 1986-1990 | | [removed: | 38 |] [added: 34] |

The following table sets forth information with respect to our [removed: 186] [added: 196] operating properties at December 31, [removed: 2010:][added: 2011:]

| [added: Property and Location] | | Year Placed [added: In Service] | | | | Average Apartment [added: Size (Sq. Ft.)] | | | | Number of [added: Apartments] | | | | [removed: 2010] [added: 2011] Average [added: Occupancy (1)] | | | | [removed: Monthly] [added: 2011 Average Monthly] Rental [removed: Rate] [added: Rate per Apartment] | | |

| Property and Location | | [added: Year Placed] In Service | | | | [added: Average Apartment] Size (Sq. Ft.) | | | | [added: Number of] Apartments | | | | [added: 2011 Average] Occupancy (1) | | | | [removed: per] [added: 2011 Average Monthly Rental Rate per] Apartment | | |

| Camden Copper Square | | | 2000 | | | | 786 | | | | 332 | | | | [removed: 92.5] [added: 92.8] | % | | $ | [removed: 749] [added: 803] | |

| Camden Fountain Palms [removed: (7)] [added: (2)] | | | 1986/1996 | | | | 1,050 | | | | 192 | | | | [removed: 89.6] [added: 90.4] | | | | [removed: 657] [added: 672] | |

| Camden Legacy | | | 1996 | | | | 1,067 | | | | 428 | | | | [removed: 94.1] [added: 94.3] | | | | [removed: 834] [added: 887] | |

| Camden Pecos Ranch [removed: (7)] [added: (2)] | | | 2001 | | | | 924 | | | | 272 | | | | [removed: 94.5] [added: 94.1] | | | | [removed: 737] [added: 796] | |

| Camden San Paloma | | | 1993/1994 | | | | 1,042 | | | | 324 | | | | [removed: 94.2] [added: 94.0] | | | | [removed: 866] [added: 927] | |

| Camden Sierra [removed: (7)] [added: (2)] | | | 1997 | | | | 925 | | | | 288 | | | | [removed: 90.3] [added: 90.2] | | | | [removed: 639] [added: 663] | |

| Camden Towne Center [removed: (7)] [added: (2)] | | | 1998 | | | | 871 | | | | 240 | | | | [removed: 91.8] [added: 91.2] | | | | [removed: 657] [added: 669] | |

| Camden Vista Valley [added: (3)] | | | 1986 | | | | 923 | | | | 357 | | | | [removed: 90.1] [added: 91.4] | | | | [removed: 601] [added: 626] | |

| Camden Crown Valley | | | 2001 | | | | 1,009 | | | | 380 | | | | [removed: 93.8] [added: 94.5] | | | | [removed: 1,501] [added: 1,532] | |

| Camden Harbor View | | | 2004 | | | | 975 | | | | 538 | | | | [removed: 94.2] [added: 94.7] | | | | [removed: 1,852] [added: 1,904] | |

##### [Table of [removed: Contents](#C12701tocpage)][added: Contents](#toc)]

| Camden Main & Jamboree [removed: (12)] [added: (4)] | | | 2008 | | | | 1,011 | | | | 290 | | | | [removed: 94.0] [added: 95.8] | [removed: %] | | [removed: $] | [removed: 1,787] [added: 1,756] | |

| Camden Martinique | | | 1986 | | | | 794 | | | | 714 | | | | [removed: 92.3] [added: 94.7] | | | | [removed: 1,242] [added: 1,276] | |

| Camden Parkside [removed: (7)] [added: (2)] | | | 1972 | | | | 836 | | | | 421 | | | | [removed: 93.5] [added: 94.1] | | | | [removed: 1,168] [added: 1,186] | |

| Camden Sea Palms | | | 1990 | | | | 891 | | | | 138 | | | | [removed: 94.4] [added: 96.6] | | | | [removed: 1,427] [added: 1,452] | |

| Camden Old Creek | | | 2007 | | | | 1,037 | | | | 350 | | | | [removed: 93.9] [added: 93.2] | | | | [removed: 1,515] [added: 1,564] | |

| Camden Sierra at Otay Ranch | | | 2003 | | | | 962 | | | | 422 | | | | 93.2 | | | | [removed: 1,472] [added: 1,494] | |

| Camden Tuscany | | | 2003 | | | | 896 | | | | 160 | | | | [removed: 93.7] [added: 94.2] | | | | [removed: 1,801] [added: 1,900] | |

| Camden Vineyards | | | 2002 | | | | 1,053 | | | | 264 | | | | [removed: 91.5] [added: 92.3] | | | | [removed: 1,191] [added: 1,222] | |

| Camden Caley | | | 2000 | | | | 925 | | | | 218 | | | | [removed: 96.2] [added: 95.0] | | | | [removed: 852] [added: 923] | |

| Camden Centennial | | | 1985 | | | | 744 | | | | 276 | | | | [removed: 94.0] [added: 93.2] | | | | [removed: 658] [added: 701] | |

| Camden Denver West [removed: (8)] [added: (5)] | | | 1997 | | | | 1,015 | | | | 320 | | | | [removed: 93.8] [added: 94.1] | | | | [removed: 1,036] [added: 1,083] | |

| Camden Highlands Ridge | | | 1996 | | | | 1,149 | | | | 342 | | | | [removed: 94.7] [added: 93.7] | | | | [removed: 1,081] [added: 1,146] | |

| Camden Interlocken | | | 1999 | | | | 1,022 | | | | 340 | | | | [removed: 95.7] [added: 94.3] | | | | [removed: 1,075] [added: 1,145] | |

| Camden Lakeway | | | 1997 | | | | 932 | | | | 451 | | | | [removed: 92.9] [added: 93.7] | | | | [removed: 877] [added: 910] | |

| Camden Pinnacle | | | 1985 | | | | 748 | | | | 224 | | | | [removed: 93.8] [added: 93.6] | | | | [removed: 672] [added: 725] | |

| Camden Ashburn Farms | | | 2000 | | | | 1,062 | | | | 162 | | | | [removed: 96.7] [added: 97.1] | | | | [removed: 1,318] [added: 1,412] | |

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

| | | September 30, |

| 2006-2011 | | 36 |

| Prior to 1986 | | 18 |

| | | | September 30, | | | | September 30, | | | | September 30, | | | | September 30, | | | | September 30, | |

##### [Table of Contents](#toc)

| | | | September 30, | | | | September 30, | | | | September 30, | | | | September 30, | | | | September 30, | |

| Camden Orange Court | | | 2008 | | | | 817 | | | | 268 | | | | 94.8 | | | | 1,056 | |

| Camden Visconti (6) (7) | | | 2007 | | | | 1,125 | | | | 450 | | | | 96.2 | | | | 1,080 | |

| Camden Phipps (6) (7) | | | 1996 | | | | 1,018 | | | | 234 | | | | 94.1 | | | | 1,123 | |

##### [Table of Contents](#toc)

| | | | September 30, | | | | September 30, | | | | September 30, | | | | September 30, | | | | September 30, | |

| Property and Location | | Year Placed In Service | | | | Average Apartment Size (Sq. Ft.) | | | | Number of Apartments | | | | 2011 Average Occupancy (1) | | | | 2011 Average Monthly Rental Rate per Apartment | | |

| Camden Brushy Creek (6) (7) | | | 2008 | | | | 882 | | | | 272 | | | | 96.9 | | | | 800 | |

| Camden Shadow Brook (6) (7) | | | 2009 | | | | 909 | | | | 496 | | | | 96.3 | | | | 885 | |

| Camden Miramar (11) | | | 1994-2010 | | | | 488 | | | | 855 | | | | 80.7 | | | | 948 | |

##### [Table of Contents](#toc)

| | | | September 30, | | | | September 30, | | | | September 30, | | | | September 30, | | | | September 30, | |

| Property and Location | | Year Placed In Service | | | | Average Apartment Size (Sq. Ft.) | | | | Number of Apartments | | | | 2011 Average Occupancy (1) | | | | 2011 Average Monthly Rental Rate per Apartment | | |

| Camden Design District (6) (7) | | | 2009 | | | | 939 | | | | 355 | | | | 92.9 | | | | 1,120 | |

| Camden Panther Creek (6) (7) | | | 2009 | | | | 946 | | | | 295 | | | | 94.9 | | | | 952 | |

| Camden Riverwalk (6) (7) | | | 2008 | | | | 982 | | | | 600 | | | | 95.4 | | | | 1,096 | |

| Camden Cypress Creek (6) (7) | | | 2009 | | | | 993 | | | | 310 | | | | 96.4 | | | | 1,039 | |

| Camden Downs at Cinco Ranch (6) (7) | | | 2004 | | | | 1,075 | | | | 318 | | | | 96.3 | | | | 1,006 | |

| Camden Grand Harbor (6) (7) | | | 2008 | | | | 959 | | | | 300 | | | | 96.9 | | | | 984 | |

| Camden Heights (6) (7) | | | 2004 | | | | 927 | | | | 352 | | | | 96.8 | | | | 1,154 | |

| Camden Lakemont (6) (7) | | | 2007 | | | | 904 | | | | 312 | | | | 96.3 | | | | 862 | |

| Camden Northpointe (6) (7) | | | 2008 | | | | 940 | | | | 384 | | | | 95.4 | | | | 922 | |

| Camden Piney Point (6) (7) | | | 2004 | | | | 919 | | | | 318 | | | | 96.5 | | | | 988 | |

| Camden Spring Creek (6) (7) | | | 2004 | | | | 1,080 | | | | 304 | | | | 92.1 | | | | 981 | |

| Camden Woodson Park (6) (7) | | | 2008 | | | | 916 | | | | 248 | | | | 97.0 | | | | 944 | |

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

| Camden Braun Station (6) (7) | | | 2006 | | | | 827 | | | | 240 | | | | 95.2 | | | | 828 | |

| Camden Westover Hills (6) (7) | | | 2010 | | | | 959 | | | | 288 | | | | 96.3 | | | | 1,029 | |

| --- | --- |

| --- | --- |

| _(3)_ | _Property was included in properties held for sale at December 31, 2011. We sold this property in January 2012._ |

| --- | --- |

| --- | --- |

| --- | --- |

Many of the apartment homes offer additional features such as fireplaces, vaulted ceilings, microwave ovens, covered parking, icemakers, washers and dryers, and ceiling fans.

| | | | | |

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

| 2006-2010 | | | 25 | |

| Prior to 1985 | | | 19 | |

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

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

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

| | | | | | | | | | | | | | | | | | | 2010 Average | | |

| Camden Orange Court | | | 2008 | | | | 812 | | | | 261 | | | | 93.9 | | | | 1,032 | |

| KENTUCKY | | | | | | | | | | | | | | | | | | | | |

| Louisville | | | | | | | | | | | | | | | | | | | | |

| Camden Brookside (9) | | | 1987 | | | | 732 | | | | 224 | | | | 94.7 | | | | 663 | |

| Camden Meadows (9) | | | 1987/1990 | | | | 746 | | | | 400 | | | | 95.1 | | | | 671 | |

| Camden Oxmoor (9) | | | 2000 | | | | 903 | | | | 432 | | | | 95.6 | | | | 811 | |

| Camden Prospect Park (9) | | | 1990 | | | | 916 | | | | 138 | | | | 95.4 | | | | 753 | |

| Camden Miramar (5) | | | 1994-2010 | | | | 485 | | | | 816 | | | | 80.9 | | | | 901 | |

| Camden Valley Creek | | | 1984 | | | | 855 | | | | 380 | | | | 92.5 | | | | 630 | |

| Camden Valley Ridge | | | 1987 | | | | 773 | | | | 408 | | | | 92.2 | | | | 568 | |

| Belle Meade (3) (11) | | | 2010 | | | | 1,414 | | | | 119 | | | | 93.3 | | | | 2,645 | |

| Braeswood Place (2) (11) | | | 2009 | | | | 1,042 | | | | 340 | | | Lease-Up | | | | | 1,388 | |

| | | |

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

| _(2)_ | | _Properties under lease-up at December 31, 2010._ |

| _(4)_ | | _Redevelopment completed during 2010 — average occupancy calculated from date at which occupancy exceeded 90% through year-end._ |

##### [Table of [removed: Contents](#C12701tocpage)][added: Contents](#toc)]

None.

| | | |

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

| | | [removed: High] [added: High] | | | | [removed: Low] [added: Low] | | | | [removed: Distributions] [added: Distributions] | | |

[removed: ][added: ]

_This graph assumes the investment of $100 on December 31, [removed: 2005] [added: 2006] and quarterly reinvestment of dividends.

##### [Table of [removed: Contents](#C12701tocpage)][added: Contents](#toc)]

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

| Index | | 2006 | | | | 2007 | | | | 2008 | | | | 2009 | | | | 2010 | | | [added: | 2011 | | |]

As of February [removed: 17, 2011,] [added: 10, 2012,] there were [removed: 585] [added: 553] shareholders of record and approximately [removed: 19,335] [added: 29,039] beneficial owners of our common shares.

Under this program, we have repurchased 4.3 million shares for a total of approximately $230.2 million from April 2007 through December 31, [removed: 2010.][added: 2011.]

The remaining dollar value of our common equity securities authorized to be repurchased under the program was approximately $269.8 million as of December 31, [removed: 2010.][added: 2011.]

There were no repurchases of our equity securities during the [removed: year] [added: years] ended December 31, [removed: 2010.][added: 2011, 2010 and 2009.]

In March 2010, we announced the creation of an at-the-market (“ATM”) share offering program through which we [removed: may,] [added: could,] but [removed: have] [added: had] no obligation to, sell common shares having an aggregate offering price of up to $250 [removed: million,] [added: million (“2010 ATM program”),] in amounts and at times as we [removed: determine,] [added: determined,] 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 [removed: factors] [added: factors,] including, among others, market conditions, the trading price of our common shares, and [removed: determinations] [added: determination] of the appropriate sources of funding for us.

In January [removed: 2011,] [added: 2012,] we issued [added: approximately] 0.1 million common shares at an average price of [removed: $54.06] [added: $62.41] per share for total net consideration of approximately [removed: $3.8] [added: $3.2] million.

As of the date of this filing, we had common shares having an aggregate offering price of up to [removed: $10.7] [added: $202.4] million remaining available for sale under the [added: 2011] ATM program.

| | | | September 30, | | | | September 30, | | | | September 30, | |

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

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

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

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

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

| | | | September 30, | | | | September 30, | | | | September 30, | | | | September 30, | | | | September 30, | | | | September 30, | |

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

| Camden Property Trust | | | 100.00 | | | | 68.24 | | | | 47.71 | | | | 69.16 | | | | 91.62 | | | | 109.26 | |

| FTSE NAREIT Equity | | | 100.00 | | | | 84.31 | | | | 52.50 | | | | 67.20 | | | | 85.98 | | | | 93.11 | |

| S&P 500 | | | 100.00 | | | | 105.49 | | | | 66.46 | | | | 84.05 | | | | 96.71 | | | | 98.76 | |

| Russell 2000 | | | 100.00 | | | | 98.43 | | | | 65.18 | | | | 82.89 | | | | 105.14 | | | | 100.75 | |

| MSCI US REIT (RMS) Index | | | 100.00 | | | | 83.18 | | | | 51.60 | | | | 66.36 | | | | 85.26 | | | | 92.67 | |

During the year ended December 31, 2011, we issued approximately 0.3 million common shares at an average price of $55.81 per share for total net consideration of approximately $13.8 million.

The 2010 ATM program was terminated and no further common shares are available for sale under the 2010 ATM program.

In May 2011, we created a second ATM share offering program through which we can sell common shares having an aggregate offering price of up to $300 million (“2011 ATM program”) from time to time into the existing trading market at current market prices as well as through negotiated transactions.

We may, but have no obligation to, sell common shares through the 2011 ATM share offering program in amounts and at times as we determine.

During the year ended December 31, 2011, we issued approximately 1.5 million common shares at an average price of $62.98 per share for total net consideration of approximately $92.7 million.

In January 2012, we issued approximately 6.6 million common shares in a public equity offering and received approximately $391.6 million in net proceeds.

We utilized these proceeds to fund the acquisition of the 80% interest not owned by us in twelve related joint ventures for approximately $99.5 million and the repayment of approximately $272.6 million in mortgage debt associated with these joint ventures.

##### [Table of Contents](#toc)

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

| 2009 Quarters: | | | | | | | | | | | | |

| First | | $ | 30.63 | | | $ | 17.56 | | | $ | 0.70 | |

| Second | | | 30.99 | | | | 21.71 | | | | 0.45 | |

| Third | | | 42.73 | | | | 25.10 | | | | 0.45 | |

| Fourth | | | 44.01 | | | | 35.24 | | | | 0.45 | |

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

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

| Camden Property Trust | | | 132.17 | | | | 90.19 | | | | 63.05 | | | | 91.40 | | | | 121.09 | |

| FTSE NAREIT Equity | | | 135.06 | | | | 113.87 | | | | 70.91 | | | | 90.76 | | | | 116.13 | |

| S&P 500 | | | 115.79 | | | | 122.16 | | | | 76.96 | | | | 97.33 | | | | 111.99 | |

| Russell 2000 | | | 118.37 | | | | 116.51 | | | | 77.15 | | | | 98.11 | | | | 124.46 | |

| MSCI US REIT (RMS) Index | | | 135.92 | | | | 113.06 | | | | 70.13 | | | | 90.20 | | | | 115.89 | |

| | | |

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

The following table provides selected financial data relating to our historical financial condition and results of operations as of and for each of the years ended December 31, [removed: 2006] [added: 2007] through [removed: 2010.][added: 2011.]

| [removed: (in] [added: (in] thousands, except per share amounts and property [removed: data)] [added: data)] | | [removed: 2010] [added: 2011] | | | | [removed: 2009] [added: 2010] | | | | [removed: 2008] [added: 2009] | | | | [removed: 2007] [added: 2008] | | | | [removed: 2006] [added: 2007] | | |

| Total non-property income (loss) | | | [added: 21,395 | | | |] 28,337 | | | | 25,443 | | | | (19,540 | ) | | | 25,002 | | [removed: | | 35,530 | |]

| Income (loss) from continuing operations attributable to common shareholders | | | [removed: 10,121] [added: 22,546] | | | | [removed: (72,788] [added: 8,242] | [removed: )] | | | [removed: (17,666] [added: (75,201] | ) | | | [removed: 38,141] [added: (20,340] | [added: )] | | | [removed: 118,367] [added: 35,480] | |

| Net income (loss) attributable to common shareholders | | | [added: 49,379 | | | |] 23,216 | | | | (50,800 | ) | | | 70,973 | | | | 148,457 | | [removed: | | 232,846 | |]

| Net income (loss) attributable to common shareholders per [removed: share] [added: share:] | | | | | | | | | | | | | | | | | | | | |

| Basic | | $ | [removed: 0.33] [added: 0.67] | | | $ | [removed: (0.80] [added: 0.33] | [removed: )] | | $ | [removed: 1.28] [added: (0.80] | [added: )] | | $ | [removed: 2.54] [added: 1.28] | | | $ | [removed: 4.08] [added: 2.54] | |

| Diluted | | | [added: 0.66 | | | |] 0.33 | | | | (0.80 | ) | | | 1.28 | | | | 2.50 | | [removed: | | 3.93 | |]

| Distributions declared per common share | | $ | [removed: 1.80] [added: 1.96] | | | $ | [removed: 2.05] [added: 1.80] | | | $ | [removed: 2.80] [added: 2.05] | | | $ | [removed: 2.76] [added: 2.80] | | | $ | [removed: 2.64] [added: 2.76] | |

| Total real estate assets, at cost [added: (e)] | | $ | [removed: 5,675,309] [added: 5,875,515] | | | $ | [removed: 5,505,168] [added: 5,675,309] | | | $ | [removed: 5,491,593] [added: 5,505,168] | | | $ | [removed: 5,527,403] [added: 5,491,593] | | | $ | [removed: 5,141,467] [added: 5,527,403] | |

| Total assets | | | [removed: 4,699,737] [added: 4,622,075] | | | | [removed: 4,607,999] [added: 4,699,737] | | | | [removed: 4,730,342] [added: 4,607,999] | | | | [removed: 4,890,760] [added: 4,730,342] | | | | [removed: 4,586,050] [added: 4,890,760] | |

| Notes payable | | | [removed: 2,563,754] [added: 2,432,112] | | | | [removed: 2,625,199] [added: 2,563,754] | | | | [removed: 2,832,396] [added: 2,625,199] | | | | [removed: 2,828,095] [added: 2,832,396] | | | | [removed: 2,330,976] [added: 2,828,095] | |

| Equity | | | [removed: 1,757,373] [added: 1,827,768] | | | | [removed: 1,609,013] [added: 1,757,373] | | | | [removed: 1,501,356] [added: 1,609,013] | | | | [removed: 1,653,340] [added: 1,501,356] | | | | [removed: 1,859,942] [added: 1,653,340] | |

| Operating activities | | $ | [removed: 224,036] [added: 244,834] | | | $ | [removed: 217,688] [added: 224,036] | | | $ | [removed: 216,958] [added: 217,688] | | | $ | [removed: 223,106] [added: 216,958] | | | $ | [removed: 231,569] [added: 223,106] | |

| Investing activities | | | [removed: 35,150] [added: (187,364] | [added: )] | | | [removed: (69,516] [added: 35,150] | [removed: )] | | | [removed: (37,374] [added: (69,516] | ) | | | [removed: (346,798] [added: (37,374] | ) | | | [removed: (52,067] [added: (346,798] | ) |

| Financing activities | | | [removed: (152,767] [added: (172,886] | ) | | | [removed: (91,423] [added: (152,767] | ) | | | [removed: (173,074] [added: (91,423] | ) | | | [removed: 123,555] [added: (173,074] | [added: )] | | | [removed: (180,044] [added: 123,555] | [removed: )] |

| Funds from operations [removed: —] [added: –] diluted (b) | | | [removed: 194,309] [added: 207,535] | | | | [removed: 109,947] [added: 194,309] | | | | [removed: 169,585] [added: 109,947] | | | | [removed: 227,153] [added: 169,585] | | | | [removed: 237,790] [added: 227,153] | |

| Number of operating properties (at the end of [removed: year) (c)] [added: year)(c)] | | | [removed: 186] [added: 196] | | | | [removed: 183] [added: 186] | | | | [removed: 181] [added: 183] | | | | [removed: 182] [added: 181] | | | | [removed: 186] [added: 182] | |

| Number of operating apartment homes (at end of year) (c) | | | [removed: 63,316] [added: 66,997] | | | | [removed: 63,286] [added: 63,316] | | | | [removed: 62,903] [added: 63,286] | | | | [removed: 63,085] [added: 62,903] | | | | [removed: 63,843] [added: 63,085] | |

| Number of operating apartment homes (weighted average) (c)(d) | | | [removed: 50,794] [added: 50,905] | | | | [removed: 50,608] [added: 50,794] | | | | [removed: 51,277] [added: 50,608] | | | | [removed: 53,132] [added: 51,277] | | | | [removed: 55,850] [added: 53,132] | |

| Weighted average monthly total property revenue per apartment home | | $ | [removed: 1,021] [added: 1,098] | | | $ | [removed: 1,036] [added: 1,030] | | | $ | [removed: 1,058] [added: 1,045] | | | $ | [removed: 1,023] [added: 1,067] | | | $ | [removed: 969] [added: 1,032] | |

| Properties under development (at end of period) | | | [removed: 2] [added: 10] | | | | 2 | | | | [removed: 5] [added: 2] | | | | [removed: 11] [added: 5] | | | | 11 | |

| _(a)_ | [removed: |] _Excludes discontinued operations._ | [added: |]

| _(b)_ | [removed: |] _Management considers Funds from Operations (“FFO”) to be an appropriate measure of the financial performance of an equity REIT. The National Association of Real Estate Investment Trusts (“NAREIT”) currently defines FFO as net income (computed in accordance with accounting principles generally accepted in the United States of America (“GAAP”)), excluding gains (or losses) associated with the sale of previously depreciated operating properties, real estate depreciation and amortization, and adjustments for unconsolidated joint ventures. Our calculation of diluted FFO also assumes conversion of all potentially dilutive securities, including certain noncontrolling interests, which are convertible into common shares. We consider FFO to be an appropriate supplemental measure of operating performance because, by excluding gains or losses on dispositions of operating properties and excluding depreciation, FFO can assist in the comparison of the operating performance of a company’s real estate between periods or as compared to different companies._ | [added: |]

| _(c)_ | [removed: |] _Includes discontinued operations._ | [added: |]

| _(d)_ | [removed: |] _Excludes apartment homes owned in joint ventures._ | [added: |]

##### [Table of [removed: Contents](#C12701tocpage)][added: Contents](#toc)]

| | | | September 30, | | | | September 30, | | | | September 30, | | | | September 30, | | | | September 30, | |

| Total property revenues | | $ | 655,868 | | | $ | 601,450 | | | $ | 602,648 | | | $ | 602,932 | | | $ | 568,060 | |

| Total property expenses | | | 256,679 | | | | 242,912 | | | | 237,599 | | | | 230,275 | | | | 209,042 | |

| Total other expenses | | | 367,008 | | | | 367,523 | | | | 370,660 | | | | 325,469 | | | | 333,838 | |

| Basic | | $ | 0.30 | | | $ | 0.11 | | | $ | (1.19 | ) | | $ | (0.37 | ) | | $ | 0.60 | |

| Diluted | | | 0.30 | | | | 0.11 | | | | (1.19 | ) | | | (0.37 | ) | | | 0.59 | |

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

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

| _(e)_ | _Includes properties held for sale._ | |

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

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

| Total property revenues | | $ | 610,404 | | | $ | 612,010 | | | $ | 612,408 | | | $ | 577,429 | | | $ | 553,237 | |

| Total property expenses | | | 247,500 | | | | 242,071 | | | | 234,594 | | | | 213,369 | | | | 207,855 | |

| Total other expenses | | | 370,010 | | | | 373,137 | | | | 327,952 | | | | 336,219 | | | | 342,468 | |

| Basic | | $ | 0.14 | | | $ | (1.15 | ) | | $ | (0.32 | ) | | $ | 0.64 | | | $ | 2.06 | |

| Diluted | | | 0.14 | | | | (1.15 | ) | | | (0.32 | ) | | | 0.63 | | | | 2.00 | |

| | | |

| | | |

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

| | | |

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

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

##### [Table of [removed: Contents](#C12701tocpage)][added: Contents](#toc)]

[removed: Management’s] [added: Management’ s] Report on Internal Control over Financial Reporting

A process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the [removed: company’s] [added: company's] board of [removed: trustees,] [added: trust managers,] management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

| | [removed: •] [added: •] | | Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; |

| | [removed: •] [added: •] | | Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and [removed: directors] [added: board] of [added: trust managers of] the company; and |

| | [removed: •] [added: •] | | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. |

Management assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2010.][added: 2011.]

Based on our assessment, management concluded our internal control over financial reporting is effective as of December 31, [removed: 2010.][added: 2011.]

Deloitte & Touche LLP, an independent registered public accounting firm, has issued an attestation report regarding the effectiveness of our internal [removed: controls] [added: control] over financial reporting, which is included herein.

We have audited the internal control over financial reporting of Camden Property Trust and subsidiaries (the “Company”) as of December 31, [removed: 2010,] [added: 2011,] based on criteria established in _Internal Control — Integrated Framework_ issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2010,] [added: 2011,] based on the criteria established in _Internal Control — Integrated Framework_ issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements and financial statement schedule [removed: of the Company] as of and for the year ended December 31, [removed: 2010] [added: 2011 of the Company] and our report dated February [removed: 24, 2011] [added: 17, 2012] expressed an unqualified opinion on those financial statements and financial statement schedule.

##### [Table of Contents](#toc)

February 17, 2012

##### [Table of Contents](#toc)

February 24, 2011

| | | |

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

| | | |

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

Information with respect to this Item 10 is incorporated by reference from our Proxy Statement, which we expect to file on or about March 22, [removed: 2011] [added: 2012] in connection with the Annual Meeting of Shareholders to be held May 11, [removed: 2011.][added: 2012.]

| | | |

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

Information with respect to this Item 11 is incorporated by reference from our Proxy Statement, which we expect to file on or about March 22, [removed: 2011] [added: 2012] in connection with the Annual Meeting of Shareholders to be held May 11, [removed: 2011.][added: 2012.]

| | | |

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

Information with respect to this Item 12 is incorporated by reference from our Proxy Statement, which we expect to file on or about March 22, [removed: 2011] [added: 2012] in connection with the Annual Meeting of Shareholders to be held May 11, [removed: 2011.][added: 2012 to the extent not set forth below.]

The following table gives information about the equity compensation plans as of December 31, 2011.

| | | | September 30, | | | | September 30, | | | | September 30, | |

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

| Equity compensation plans approved by security holders | | | 1,339,536 | | | $ | 42.27 | | | | 2,628,092 | |

| Total | | | 1,339,536 | | | $ | 42.27 | | | | 2,628,092 | |

_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 (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 date of grant and expire five years or less from the date of grant will be counted against the Fungible Pool Limit as 0.83 of a fungible pool unit. |

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

##### [Table of Contents](#toc)

As of December 31, 2011, approximately 9.1 million fungible units were available under the 2011 Share Plan, which results in approximately 2.6 million common shares which could be granted pursuant to full value awards based on the 3.45 to 1.0 fungible unit-to-full value award conversion ratio.

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

| | | | | | | | | | | Number of securities | | |

| | | | | | | | | | | remaining available for | | |

| | | Number of securities to be | | | | Weighted-average | | | | future issuance under | | |

| | | issued upon exercise of | | | | exercise price of | | | | equity compensation plans | | |

| | | outstanding options, | | | | outstanding options, | | | | (excluding securities | | |

| | | warrants and rights | | | | warrants and rights | | | | reflected in column (a)) | | |

| Plan Category | | (a) | | | | (b) | | | | (c) | | |

| Equity compensation plans approved by security holders | | | 1,837,990 | | | $ | 42.39 | | | | 1,273,833 | |

| Total | | | 1,837,990 | | | $ | 42.39 | | | | 1,273,833 | |

| | | |

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

Information with respect to this Item 13 is incorporated herein by reference from our Proxy Statement, which we expect to file on or about March 22, [removed: 2011] [added: 2012] in connection with the Annual Meeting of Shareholders to be held May 11, [removed: 2011.][added: 2012.]

| | | |

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

Information with respect to this Item 14 is incorporated herein by reference from our Proxy Statement, which we expect to file on or about March 22, [removed: 2011] [added: 2012] in connection with the Annual Meeting of Shareholders to be held May 11, [removed: 2011.][added: 2012.]

##### [Table of [removed: Contents](#C12701tocpage)][added: Contents](#toc)]

| | | |

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

| (1) Financial Statements: | | | [removed: | |]

| [Report of Independent Registered Public Accounting [removed: Firm](#C12701300) |] [added: Firm](#tx259732_26)] | | F-1 | [removed: |]

| [Consolidated Balance Sheets as of December 31, [removed: 2010] [added: 2011] and [removed: 2009](#C12701301) |] [added: 2010](#tx259732_27)] | | F-2 | [removed: |]

| [Consolidated Statements of Income [added: (Loss)] and Comprehensive Income for the Years Ended December 31, [added: 2011,] 2010, [removed: 2009,] and [removed: 2008](#C12701302) |] [added: 2009](#tx259732_28)] | | F-3 | [removed: |]

| [Consolidated Statements of Equity [added: and Perpetual Preferred Units] for the Years Ended December 31, [added: 2011,] 2010, [removed: 2009,] and [removed: 2008](#C12701303) |] [added: 2009](#tx259732_29)] | | F-5 | [removed: |]

| [Consolidated Statements of Cash Flows for the Years Ended December 31, [removed: 2010, 2009, and 2008](#C12701304) |] [added: 2011, 2010,and 2009](#tx259732_30)] | | F-7 | [removed: |]

| [Notes to Consolidated Financial [removed: Statements](#C12701305) |] [added: Statements](#tx259732_31)] | | F-9 | [removed: |]

| (2) Financial Statement Schedules: | | | [removed: | |]

| [Schedule III [removed: —] [added: –] Real Estate and Accumulated [removed: Depreciation](#C12701306) |] [added: Depreciation](#tx259732_32)] | | S-1 | [removed: |]

| Exhibit No. | | [removed: | |] Description | | [removed: Herein] [added: Filed Herewith or Incorporated Herein] by Reference (1) |

| [removed: |] 3.1 | | [removed: |] Amended and Restated Declaration of Trust of Camden Property Trust | | Exhibit 3.1 to Form 10-K for the year ended December 31, 1993 |

| [removed: |] 3.2 | | [removed: |] 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 |

| [removed: |] 3.3 | | [removed: |] Second Amended and Restated Bylaws of Camden Property Trust | | Exhibit 3.3 to Form 10-K for the year ended December 31, 1997 |

| [removed: |] 3.4 | | [removed: |] Amendment to Second Amended and Restated Bylaws of Camden Property Trust | | Exhibit 99.2 to Form 8-K filed on May 4, 2006 |

| [removed: |] 4.1 | | [removed: |] Specimen certificate for Common Shares of Beneficial Interest | | Form S-11 filed on September 15, 1993 (Registration No. 33-68736) |

| [removed: |] 4.2 | | [removed: |] Indenture dated as of February 15, 1996 between Camden Property Trust and [removed: the] [added: The Bank of New York Trust Company of Florida, N.A. (formerly known as] U.S. Trust Company of Texas, [removed: N.A.,] [added: N.A.),] as Trustee | | Exhibit 4.1 to Form 8-K filed on February 15, 1996 |

##### [Table of [removed: Contents](#C12701tocpage)][added: Contents](#toc)]

| [removed: |] 4.3 | | [removed: |] First Supplemental Indenture dated as of February 15, 1996 between Camden Property Trust and [added: The Bank of New York Trust Company of Florida, N.A. (formerly known as] U.S. Trust Company of Texas, [removed: N.A.,] [added: N.A.),] as Trustee | | Exhibit 4.2 to Form 8-K filed on February 15, 1996 |

| [removed: |] 4.4 | | [removed: | Form of] Indenture for Senior Debt Securities dated as of February 11, 2003 between Camden Property Trust and [added: 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) |

| [removed: |] 4.5 | | [removed: |] First Supplemental Indenture [removed: dates] [added: 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 |

| [removed: |] 4.6 | | [removed: |] [added: Second Supplemental] Indenture dated as of [removed: February 11, 2003] [added: June 3, 2011] between the Company and U.S. Bank National Association, as successor to [removed: SunTrust] [added: Sun Trust] Bank, as [removed: trustee.] [added: Trustee.] | | Exhibit [removed: 4.1] [added: 4.3] to Form 8-K filed on [removed: May 7, 2007] [added: June 3, 2011] |

| [removed: |] 4.7 | | [removed: |] Registration Rights Agreement, dated as of February 23, 1999, between Camden Property Trust and the unitholders named therein | | Exhibit 99.3 to Form 8-K filed on March 10, 1999 |

| [removed: |] 4.8 | | [removed: | Form of] Amendment to Registration Rights Agreement, dated as of December 1, 2003, between Camden Property Trust and the unitholders named therein | | Exhibit 4.8 to Form 10-K for the year ended December 31, 2003 |

| [removed: |] 4.9 | | [removed: | Form of] Registration Rights Agreement [added: 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) |

| [removed: |] 4.10 | | [removed: | Form of] Statement of Designation of Series B Cumulative Redeemable Preferred Shares of Beneficial Interest | | Exhibit 4.1 to Form 8-K filed on March 10, 1999 |

| [removed: |] 4.11 | | [removed: | Form of] Amendment to Statement of Designation of Series B Cumulative Redeemable Preferred Shares of Beneficial Interest, effective as of December 31, 2003 | | Exhibit 4.10 to Form 10-K for the year ended December 31, 2003 |

| [removed: | 4.12 |] [added: 4.16] | | Form of Camden Property Trust [removed: 7.625%] [added: 4.625%] Note due [removed: 2011] [added: 2021] | | Exhibit 4.4 to Form 8-K filed on [removed: February 20, 2001] [added: May 31, 2011] |

| [removed: | 4.13 |] [added: 4.12] | | Form of Camden Property Trust 5.875% Note due 2012 | | Exhibit 4.3 to Form 8-K filed on November 25, 2002 |

| [removed: | 4.14 |] [added: 4.13] | | Form of Camden Property Trust 5.375% Note due 2013 | | Exhibit 4.2 to Form 8-K filed on December 9, 2003 |

| [removed: | 4.15 |] [added: 4.14] | | Form of Camden Property Trust 5.00% Note due 2015 | | Exhibit 4.2 to Form 8-K filed on June 7, 2005 |

| [removed: | 4.16 |] [added: 4.15] | | Form of Camden Property Trust 5.700% [removed: Notes] [added: Note] due 2017 | | Exhibit 4.3 to Form 8-K filed on May 7, 2007 |

| [removed: | 4.21 |] [added: 10.44] | | [removed: Supplemental Indenture No. 4,] [added: Distribution Agreement,] dated as of April 20, 2000, [removed: between] [added: by and among] Camden Summit Partnership, L.P. (f/k/a Summit Properties Partnership, [removed: L.P.)] [added: L.P.), Summit Properties Inc.] and [removed: First Union National Bank] [added: the Agents listed therein] | | [removed: Exhibit 4.2 to] Camden Summit Partnership, L.P.’s Form 8-K filed on April 28, 2000 (File No. 000-22411) |

| [removed: |] 10.1 | | [removed: |] 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) |

| [removed: |] 10.2 | | [removed: |] 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 |

| [removed: |] 10.3 | | [removed: |] 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 |

| [removed: |] 10.4 | | [removed: |] 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 |

| [removed: |] 10.5 | | [removed: |] Second Amendment to Second Amended and Restated Employment Agreement, dated as of March 14, [removed: 2008] [added: 2008,] between Camden Property Trust and D. Keith Oden. | | Exhibit 99.1 to Form 8-K filed on March 18, 2008 |

| [removed: |] 10.6 | | [removed: |] 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 |

| [removed: |] 10.7 | | [removed: |] Form of First Amendment to Employment Agreement, effective as of January 1, 2008, between the Company and [removed: each of H. Malcolm Stewart,] Dennis M. [removed: Steen, and Steven K. Eddington.] [added: Steen.] | | Exhibit 99.1 to Form 8-K filed on November 30, 2007 |

| [removed: |] 10.8 | | [removed: |] 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 |