Camden Property Trust (CPT) 10-K risk factor changes: FY2012 vs FY2011

[removed: Risks] [added: Risks] Associated with [removed: Real Estate,] [added: Capital Markets, Credit Markets, and] Real Estate [removed: Capital, and Credit Markets]

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

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

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

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

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

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

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

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

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

[removed: _Short-term] [added: Short-term] leases expose us to the effects of declining market [removed: rents._][added: rents.]

[removed: _We] [added: We] face risks associated with land holdings and related [removed: activities._][added: activities.]

[removed: _Difficulties] [added: Difficulties] of selling real estate could limit our [removed: flexibility._][added: flexibility.]

[removed: In addition, the provisions of the Code relating to REITs limit our ability to earn a gain on the sale of property (unless we own the property] through a subsidiary which will incur a taxable gain upon sale) if we have held the property less than two years, and this limitation may affect our ability to sell properties without adversely affecting returns to shareholders.

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

We and other multifamily companies [removed: depend heavily on] [added: have utilized] Fannie Mae and Freddie Mac to finance growth by purchasing or guaranteeing apartment loans.

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

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

[removed: _Competition] [added: Competition] could limit our ability to lease apartments or increase or maintain rental [removed: income._][added: income.]

[removed: Risks] [added: Risks] Associated with Our [removed: Operations][added: Operations]

[removed: _Development] [added: Development] and construction risks could impact our [removed: profitability._][added: profitability.]

We intend to continue to develop and construct multifamily apartment communities for our portfolio, [removed: and expect increased levels of] [added: with annual] development [removed: activity] [added: starts expected] in [removed: 2012.][added: the range of $250 to $400 million.]

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

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

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

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

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

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

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

The terms of those construction contracts generally require this subsidiary to estimate the time and costs to complete a project, and to assume the risk [removed: the time and costs associated with its performance] [added: these estimates] may be greater than anticipated.

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

[removed: _Our] [added: Our] acquisition strategy may not produce the cash flows [removed: expected._][added: expected.]

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

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

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

[removed: _Competition] [added: Competition] could adversely affect our ability to acquire [removed: properties._][added: properties.]

[removed: _Losses] [added: Losses] from catastrophes may exceed our insurance [removed: coverage._][added: coverage.]

[removed: _Investments] [added: Investments] through joint ventures [added: and discretionary funds] involve risks not present in investments in which we are the sole [removed: investor._][added: investor.]

| [removed: |] • | [removed: |] [added: one of our wholly-owned subsidiaries is] the general partner of the [removed: Funds, our wholly-owned subsidiary,] [added: funds and] has unlimited liability for the [removed: third-party] [added: third party] debts, obligations, and liabilities of the [removed: Funds] [added: funds] pursuant to partnership law; |

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In addition, the provisions of the Code relating to REITs limit our ability to earn a gain on the sale of property (unless we own the property

In February 2011, the Obama administration released a report calling for the winding down of the role Fannie Mae and Freddie Mac play in the mortgage market.

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Further,

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| • | the expected occupancy and rental rates may differ from the actual results; and |

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The risks associated with our discretionary funds, which we manage as the general partner and advisor and which as of December 31, 2012 were closed for future investments, include the following:

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

_We face risks associated with investments in and management of discretionary funds._

We have formed the Funds which, through wholly-owned subsidiaries, we manage as the general partner and advisor.

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

We have committed to invest 20% of the total equity interest in each of the Funds, up to $75 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.

There are risks associated with the investment in and management of the Funds, including:

| | • | | investors in the remaining open Fund may fail to make their capital contributions when due and, as a result, the Fund may be unable to execute its investment objectives; |

| | • | | we are permitted to acquire land and develop communities outside of the remaining open Fund, but are generally prohibited from acquiring fully developed multifamily properties outside of this Fund until the earlier of (i) April 8, 2012, or (ii) such time as 90% of the remaining open Fund’s committed capital is invested, subject to certain exceptions; |

_We may incur losses on interest rate hedging arrangements._

Historically, we have entered into agreements to reduce the risks associated with changes in interest rates, and we may continue to do so in the future.

Although these agreements may partially protect against rising interest rates, they may also reduce the benefits to us if interest rates decline.

If a hedging arrangement is not indexed to the same rate as the indebtedness which is hedged, we may be exposed to losses to the extent which the rate governing the indebtedness and the rate governing the hedging arrangement change independently of each other.

Additionally, nonperformance by the other party to the hedging arrangement may subject us to increased credit risks.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

[removed: Executive Summary][added: Executive Summary]

As of December 31, [removed: 2011,] [added: 2012,] we owned interests in, operated, or were developing [removed: 206] [added: 202] multifamily properties comprising [removed: 69,794] [added: 68,620] apartment homes across the United States as detailed in the following Property Portfolio table.

[removed: _Property Operations_][added: Property Operations]

Our results for the year ended December 31, [removed: 2011] [added: 2012] reflect an increase in rental revenue as compared to [removed: 2010,] [added: 2011,] 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 [removed: rates,] [added: rates] which have resulted in increases in realized rental rates and average occupancy levels.

Same store revenues increased [added: 6.5% in 2012, following a] 5.5% [removed: as compared to 2010.][added: increase in 2011.]

We believe [added: U.S.] economic and employment [removed: conditions] [added: growth] will [removed: improve slightly] [added: continue] during [removed: 2012] [added: 2013] and the supply of new multifamily [removed: homes] [added: homes, although increasing,] will continue to be [removed: modest.][added: below historical levels.]

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

[removed: _Development Activity_][added: Development Activity]

During the year ended December 31, [removed: 2011,] [added: 2012,] we [removed: began] [added: completed] construction [removed: on eight] [added: of seven] development [removed: projects] [added: projects,] including [removed: two development projects in] [added: one community containing 244 units owned by one of] our discretionary [removed: funds,] [added: funds] in which we [removed: own] [added: have] a 20% ownership [removed: interest (the “Funds”).][added: interest.]

Our proportionate share of the [removed: gain] [added: gains on these transactions] was approximately [removed: $6.4] [added: $17.4] million.

[removed: _Future Outlook_][added: Future Outlook]

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

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

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

As of December 31, [removed: 2011,] [added: 2012,] we had approximately [removed: $55.2] [added: $26.7] million in cash and cash equivalents and no balances outstanding on our $500 million unsecured line of [removed: 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.][added: credit.]

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| • | we rely on information technology in our operations, and any breach, interruption or security failure of that technology could have a negative impact to our business and/or financial condition; |

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| | • | | we face risks associated with investments in and management of discretionary funds; |

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

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.

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.

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.

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, | |

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| _(1)_ | _Includes a fully consolidated joint venture Camden Travis Street, of which we retain a 25%ownership._ |

| _(4)_ | _In January 2012, we acquired the remaining equity interests of twelve joint venture properties consisting of 4,034 apartments homes located in Dallas, Houston, Las Vegas, Phoenix and Southern California. Refer to Note 8, “Investments in Joint Ventures” in the Notes to Consolidated Financial Statements for further discussion of this transaction._ |

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During the year ended December 31, 2011, the Funds acquired eighteen multifamily properties comprised of 2,846 units located in Houston, Texas, 1,250 units located in Dallas, Texas, 768 units located in Austin, Texas, 450 units located in Tampa, Florida, 528 units located in San Antonio, Texas, and 234 units located in Atlanta, Georgia.

In January 2012, we purchased the remaining 80% ownership interest in twelve unconsolidated joint ventures for approximately $99.5 million and repaid approximately $272.6 million in mortgage debt associated with these joint ventures.

We funded this acquisition and debt repayment with net proceeds raised through a public equity offering completed in January 2012.

_Partial Sales, Dispositions to Joint Ventures and Dispositions by Joint Ventures_

In April 2011, we sold one of our land parcels in Washington, D.C. to one of the Funds, in which we have a 20% interest, 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 one of our development properties in Austin, Texas, to this Fund for approximately $3.1 million, resulting in a gain of approximately $0.1 million.

During 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.

[removed: We do] [added: Derivatives are] not [removed: enter] [added: entered] into [removed: derivatives or other financial instruments] for [removed: trading or] speculative purposes.

The table below provides information about our [removed: assets and our] liabilities sensitive to changes in interest rates as of December 31, [removed: 2011] [added: 2012] and [removed: 2010:][added: 2011:]

| | [removed: | December] [added: December] 31, [removed: 2011 | | |] [added: 2012] | | | | | | | | | | | | | [removed: December] [added: December] 31, [removed: 2010 | | |] [added: 2011] | | | | | | | | | | | |

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

| [removed: Fixed] [added: Fixed] rate debt [removed: (1)] | [removed: |] $ | [removed: 2,186.6 | |] [added: 2,297.8] | | [removed: 6.7] | [added: 6.9] | | | [removed: 5.3] [added: 4.8] | % | | [removed: | 89.9] [added: 91.5] | % | | $ | [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: Variable] [added: Variable] rate [removed: debt | | | 245.5] [added: debt] | [added: 212.7] | | | [removed: 7.6] | [added: 7.5] | | | 1.1 | | | [removed: | 10.1 | | |] [added: 8.5] | [removed: 230.3] | | [added: 245.5] | | [removed: 9.0] | | [added: 7.6] | | [removed: 1.3] | [added: 1.1] | | | [removed: 9.0] [added: 10.1] | |

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: $119.6] [added: $140.3] 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 debt would be approximately [removed: $2.5] [added: $2.1] million, holding all other variables constant.

[removed: As a result, the] [added: The] changes in fair value of this swap [removed: have been] [added: were] marked to market through earnings in other income and other expense.

During [removed: 2011,] [added: 2012,] we recorded a [added: net] loss of approximately [removed: $0.2] [added: $0.7] million related to this derivative instrument [removed: subsequent to the discontinuation of] [added: through] the [removed: hedging relationship.][added: settlement date.]

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This interest rate swap matured in October 2012 and settled.

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

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| _(1)_ | _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 interest rate swaps. The $500 million term loan was repaid in June. The $16.6 million construction loan interest rate swap matured and was not extended in conjunction with the one-year extension of the loan in July 2011._ |

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

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.

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

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.

We believe we minimize our credit risk on these transactions by dealing with major, creditworthy financial institutions.

As part of our on-going control procedures, we monitor the credit ratings of counterparties and our exposure to any single entity, thus minimizing credit risk concentration.

We believe the likelihood of realized losses from counterparty non-performance is remote.

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.

[removed: General][added: General]

[removed: Financial] [added: Financial] Information about [removed: Segments][added: Segments]

[removed: Narrative] [added: Narrative] Description of [removed: Business][added: Business]

As of December 31, [removed: 2011,] [added: 2012,] we owned interests in, operated, or were developing [removed: 206] [added: 202] multifamily properties comprising [removed: 69,794] [added: 68,620] apartment homes across the United States.

Of these [removed: 206] [added: 202] properties, [removed: ten] [added: nine] properties were under development and when completed will consist of a total of [removed: 2,797] [added: 2,845] apartment homes.

[removed: Operating] [added: Operating] and Business [removed: Strategy][added: Strategy]

[removed: _Real Estate Investments and Market Balance._] We believe we are well positioned in our current markets and have the expertise to take advantage of new opportunities as they arise.

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

| [removed: |] • | [removed: |] High barriers to entry where, because [removed: of] [added: of, among other factors,] land scarcity or government regulation, it is difficult or costly to build new apartment properties leading to low supply; [added: and] |

| [removed: |] • | [removed: |] High single family home prices making our apartments a more economical housing [removed: choice;] [added: choice.] |

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

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

[removed: _Sophisticated] [added: Sophisticated] Property [removed: Management_.][added: Management.]

We believe the depth of our organization enables us to deliver quality services, promote resident satisfaction, and retain residents, thereby reducing [added: our] operating expenses.

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

[removed: _Operations._] We believe an intense focus on operations is necessary to realize consistent, sustained earnings growth.

In addition, we conduct ongoing customer service surveys to [added: help] ensure timely response to residents' changing needs and a high level of satisfaction.

[removed: _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 land owned directly by the joint venture.

[removed: Competition][added: Competition]

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: at] [added: in] the rents charged.

[removed: Employees][added: Employees]

At December 31, [removed: 2011,] [added: 2012,] we had approximately [removed: 1,885] [added: 1,825] employees, including executive, administrative, and community personnel.

Our employee headcount [removed: does] [added: has historically] not [removed: vary] [added: varied] significantly throughout the year.

[removed: Qualification] [added: Qualification] as a Real Estate Investment [removed: Trust][added: Trust]

As of December 31, [removed: 2011,] [added: 2012,] we met the qualification of a REIT under Sections 856-860 of the Internal Revenue Code of 1986, as amended (the “Code”).

Copies are also available, without charge, from Investor Relations, 3 Greenway Plaza, Suite 1300, Houston, Texas 77046.

References to our website in this report are provided as a convenience and do not constitute, and should not be viewed as, an incorporation by reference of the information contained on, or available through our website, therefore such information should not be considered part of this report.

Real Estate Investments and Market Balance.

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We have two discretionary investment funds (the “funds”), both of which were closed to future investment as of December 31, 2012.

Operations.

Investments in Joint Ventures.

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

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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.

Our on-site personnel are trained to deliver high quality services to our residents.

[removed: 10-K 1 d259732d10k.htm] FORM 10-K

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[removed: UNITED STATES][added: UNITED STATES]

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

[removed: WASHINGTON,] [added: WASHINGTON,] D.C. [removed: 20549][added: 20549]

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

[removed: For] [added: For] the fiscal year ended December 31, [removed: 2011][added: 2012]

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

[removed: For] [added: For] the transition period from [removed: to][added: to]

[removed: Commission] [added: Commission] file number: [removed: 1-12110][added: 1-12110]

[removed: CAMDEN] [added: CAMDEN] PROPERTY [removed: TRUST][added: TRUST]

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

| [removed: Texas] [added: Texas] | | [removed: 76-6088377] [added: 76-6088377] |

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

| [removed: 3] [added: 3] Greenway Plaza, Suite [removed: 1300 Houston, Texas] [added: 1300 Houston, Texas] | | [removed: 77046] [added: 77046] |

| [removed: (Address] [added: (Address] of principal executive [removed: offices)] [added: offices)] | | [removed: (Zip Code)] [added: (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: Securities] [added: Securities] registered pursuant to Section 12(g) of the [removed: Act:][added: Act:]

[removed: None][added: None]

Yes [removed: x] [added: ý] No ¨

Yes ¨ No [removed: x][added: ý]

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. [removed: x]

| Large accelerated filer | | [removed: x |] [added: ý] | Accelerated filer | | ¨ |

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

The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant was [removed: $4,418,001,069] [added: $5,493,647,249] based on a June 30, [removed: 2011] [added: 2012] share price of [removed: $63.62.][added: $67.67.]

On February [removed: 10, 2012, 78,804,181] [added: 8, 2013, 84,482,957] common shares of the registrant were outstanding, net of treasury shares and shares held in our deferred compensation arrangements.

[removed: DOCUMENTS] [added: DOCUMENTS] INCORPORATED BY [removed: REFERENCE][added: REFERENCE]

Portions of the registrant's Proxy Statement in connection with its Annual Meeting of Shareholders to be held May [removed: 11, 2012] [added: 10, 2013] are incorporated by reference in Part III.

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[removed: | [PART I](#tx259732_1) | | | | | | |][added: PART I]

| Item 1. | [removed: | [Business](#tx259732_2) | | | 1] [added: [Business](#s5A2C5F6BA7F66758B40643974E106F54)] | [added: [1](#s5A2C5F6BA7F66758B40643974E106F54)] |

| Item 1A. | [removed: |] [Risk [removed: Factors](#tx259732_3) | | | 3] [added: Factors](#s21DB5EB00E0B56B2B9CB43974E4396D3)] | [added: [3](#s21DB5EB00E0B56B2B9CB43974E4396D3)] |

| Item 1B. | [removed: |] [Unresolved Staff [removed: Comments](#tx259732_4) | | | 10] [added: Comments](#sCDB2783187CDB2965C6643974E631628)] | [added: [8](#sCDB2783187CDB2965C6643974E631628)] |

| Item 2. | [removed: | [Properties](#tx259732_5) | | | 10] [added: [Properties](#s432A60130E4F6FD03BA743974E9A1E82)] | [added: [8](#s432A60130E4F6FD03BA743974E9A1E82)] |

| Item 3. | [removed: |] [Legal [removed: Proceedings](#tx259732_6) | | | 15] [added: Proceedings](#s40BED8123E31AF4869A743974F597765)] | [added: [14](#s40BED8123E31AF4869A743974F597765)] |

| Item 4. | [removed: |] [Mine Safety [removed: Disclosures](#tx259732_7) | | | 15] [added: Disclosures](#s226AAC82F7B0ED1BBAE243974F611C89)] | [added: [14](#s226AAC82F7B0ED1BBAE243974F611C89)] |

| Item 5. | [removed: |] [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#tx259732_9) | | | 16] [added: Securities](#s13D3CDF54AF7397A8C3F43974FAF351E)] | [added: [15](#s13D3CDF54AF7397A8C3F43974FAF351E)] |

| Item 6. | [removed: |] [Selected Financial [removed: Data](#tx259732_10) | | | 18] [added: Data](#s06ECE97F12769632CDCF43974FE3CE23)] | [added: [18](#s06ECE97F12769632CDCF43974FE3CE23)] |

10-K 1 cpt-12312012x10k.htm 10-K

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| [PART II](#sD6335C42BE8B5F7069B343974F8D94DB) | | |

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FORM 10-K

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TABLE OF CONTENTS

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

| [PART IV](#tx259732_23) | | | | | | |

| [SIGNATURES](#tx259732_25) | | | | | 51 | |

[removed: The Properties][added: The Properties]

[removed: Operating] [added: Operating] Properties (including properties held through unconsolidated joint [removed: ventures)][added: ventures)]

The [removed: 196] [added: 193] operating properties in which we owned interests and operated at December 31, [removed: 2011] [added: 2012] averaged [removed: 928] [added: 937] square feet of living area per apartment home.

For the year ended December 31, [removed: 2011,] [added: 2012,] no single operating property accounted for greater than [removed: 1.5%] [added: 1.6%] of our total revenues.

Our operating properties had a weighted average occupancy rate of approximately [removed: 94.5% and 93.3%] [added: 95%] for the years ended December 31, [removed: 2011] [added: 2012] and [removed: 2010, respectively,] [added: 2011,] and an average annual rental revenue per apartment home of [removed: $970] [added: $1,045] and [removed: $928] [added: $970] for the years ended December 31, [removed: 2011] [added: 2012] and [removed: 2010,] [added: 2011,] respectively.

[removed: One hundred and seventy-one] [added: 176] of our operating properties have over 200 apartment homes, with the largest having 904 apartment homes.

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

| 2001-2005 | [removed: | 32] [added: 31] |

| 1996-2000 | [removed: | 57] [added: 55] |

| 1991-1995 | [removed: | 19] [added: 20] |

| 1986-1990 | [removed: | 34] [added: 27] |

| Prior to 1986 | [removed: | 18] [added: 13] |

[removed: _Property Table_][added: Property Table]

The following table sets forth information with respect to our [removed: 196] [added: 193] operating properties at December 31, [removed: 2011:][added: 2012:]

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

| [removed: Property] [added: Property] and [removed: Location | | Year Placed In Service] [added: Location] | | [added: Year Placed In Service] | | [removed: Average Apartment Size] [added: Average Apartment Size] (Sq. [removed: Ft.) | | | | Number of Apartments |] [added: Ft.)] | | [added: Number of Apartments] | [removed: 2011 Average Occupancy (1)] | [added: 2012 Average Occupancy (1)] | | | [removed: 2011] [added: 2012] Average Monthly Rental Rate per [removed: Apartment] [added: Apartment (2)] | | |

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

| [removed: Phoenix | | | | | | |] [added: Phoenix] | | | | | | | | | | | | | |

| Camden Copper Square | | [removed: |] 2000 | | [removed: | |] 786 | | [removed: | |] 332 | | [removed: | |] 92.8 | % | | $ | [removed: 803] [added: 884] | |

| Camden Fountain Palms [removed: (2) |] [added: (3)] | | 1986/1996 | | [removed: | |] 1,050 | | [removed: | |] 192 | | [removed: | | 90.4] [added: 90.8] | | | [added: 685] | [removed: 672] | |

| Camden Legacy | | [removed: |] 1996 | | [removed: | |] 1,067 | | [removed: | |] 428 | | [removed: | | 94.3] [added: 94.0] | | | [added: 949] | [removed: 887] | |

| Camden Pecos Ranch [removed: (2) |] [added: (3)] | | 2001 | | [removed: | |] 924 | | [removed: | |] 272 | | [removed: | | 94.1] [added: 93.7] | | | [added: 849] | [removed: 796] | |

| Camden San Paloma | | [removed: |] 1993/1994 | | [removed: | |] 1,042 | | [removed: | |] 324 | | [removed: | | 94.0] [added: 94.1] | | | [added: 978] | [removed: 927] | |

| Camden Sierra [removed: (2) |] [added: (3)] | | 1997 | | [removed: | |] 925 | | [removed: | |] 288 | | [removed: | | 90.2] [added: 91.5] | | | [added: 681] | [removed: 663] | |

| Camden Towne Center [removed: (2) |] [added: (3)] | | 1998 | | [removed: | |] 871 | | [removed: | |] 240 | | [removed: | | 91.2] [added: 92.6] | | | [added: 676] | [removed: 669] | |

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

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

| Camden Crown Valley | | [removed: |] 2001 | | [removed: | |] 1,009 | | [removed: | |] 380 | | [removed: | | 94.5] [added: 95.6] | | | [added: 1,586] | [removed: 1,532] | |

| Camden Harbor View | | [removed: |] 2004 | | [removed: | |] 975 | | [removed: | |] 538 | | [removed: | | 94.7] [added: 95.2] | | | [added: 1,962] | [removed: 1,904] | |

| Camden Main & Jamboree [removed: (4) |] [added: (5)] | | 2008 | | [removed: | |] 1,011 | | [removed: | |] 290 | | [removed: | | 95.8] [added: 96.1] | | | [added: 1,806] | [removed: 1,756] | |

| Camden Martinique | | [removed: |] 1986 | | [removed: | |] 794 | | [removed: | |] 714 | | [removed: | | 94.7] [added: 95.5] | | | [added: 1,346] | [removed: 1,276] | |

| Camden Parkside [removed: (2) |] [added: (3)] | | 1972 | | [removed: | |] 836 | | [removed: | |] 421 | | [removed: | | 94.1] [added: 95.6] | | | [added: 1,242] | [removed: 1,186] | |

| Camden Sea Palms | | [removed: |] 1990 | | [removed: | |] 891 | | [removed: | |] 138 | | [removed: | | 96.6] [added: 97.2] | | | [added: 1,507] | [removed: 1,452] | |

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

| Camden Old Creek | | [removed: |] 2007 | | [removed: | |] 1,037 | | [removed: | |] 350 | | [removed: | | 93.2] [added: 94.4] | | | [added: 1,608] | [removed: 1,564] | |

| Camden Sierra at Otay Ranch | | [removed: |] 2003 | | [removed: | |] 962 | | [removed: | |] 422 | | [removed: | | 93.2] [added: 93.4] | | | [added: 1,509] | [removed: 1,494] | |

| Camden Tuscany | | [removed: |] 2003 | | [removed: | |] 896 | | [removed: | |] 160 | | [removed: | | 94.2] [added: 94.7] | | | [added: 1,996] | [removed: 1,900] | |

| Camden Vineyards | | [removed: |] 2002 | | [removed: | |] 1,053 | | [removed: | |] 264 | | [removed: | | 92.3] [added: 93.0] | | | [added: 1,236] | [removed: 1,222] | |

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

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

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| 2006-2012 | 47 |

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| Camden Montierra (4) | | 1999 | | 1,071 | | 249 | | 94.2 | | | 1,191 | | |

| Camden San Marcos (4) | | 1995 | | 984 | | 320 | | 93.8 | | | 1,050 | | |

| Camden Landmark (4) | | 2006 | | 982 | | 469 | | 94.0 | | | 1,321 | | |

| Camden Belleview Station (4) | | 2009 | | 888 | | 270 | | 93.0 | | | 1,283 | | |

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

| Property and Location | | Year Placed In Service | | Average Apartment Size (Sq. Ft.) | | Number of Apartments | | 2012 Average Occupancy (1) | | | 2012 Average Monthly Rental Rate per Apartment (2) | | |

| Camden Summerfield II (7) | | 2012 | | 936 | | 187 | | 95.0 | | | 1,550 | | |

| Camden LaVina (7) | | 2012 | | 970 | | 420 | | 94.7 | | | 1,059 | | |

| Camden Town Square (8) | | 2012 | | 986 | | 438 | | Lease-up | | | 840 | | |

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

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

| Property and Location | | Year Placed In Service | | Average Apartment Size (Sq. Ft.) | | Number of Apartments | | 2012 Average Occupancy (1) | | | 2012 Average Monthly Rental Rate per Apartment (2) | | |

| Camden Montague (7) | | 2012 | | 975 | | 192 | | 97.3 | | | 827 | | |

| Camden Westchase Park (7) | | 2012 | | 993 | | 348 | | 95.9 | | | 887 | | |

| Camden Creekstone (4) | | 2002 | | 990 | | 223 | | 94.9 | | | 967 | | |

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

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

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

| Property and Location | | Year Placed In Service | | Average Apartment Size (Sq. Ft.) | | Number of Apartments | | 2012 Average Occupancy (1) | | | 2012 Average Monthly Rental Rate per Apartment (2) | | |

| Camden Asbury Village (4) (10) | | 2009 | | 1,009 | | 350 | | 93.1 | | | 926 | | |

| Camden Amber Oaks II (7) (10) | | 2012 | | 910 | | 244 | | 94.7 | | | 891 | | |

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

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

| Property and Location | | Year Placed In Service | | Average Apartment Size (Sq. Ft.) | | Number of Apartments | | 2012 Average Occupancy (1) | | | 2012 Average Monthly Rental Rate per Apartment (2) | | |

| Camden Belmont (4) | | 2010/2012 | | 945 | | 477 | | 93.8 | | | 1,350 | | |

| Camden Henderson (4) | | 2012 | | 967 | | 106 | | 85.1 | | | 1,496 | | |

| | | September 30, |

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

| 2006-2011 | | 36 |

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

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

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

| Camden Vista Valley (3) | | | 1986 | | | | 923 | | | | 357 | | | | 91.4 | | | | 626 | |

| Camden Landings | | | 1983 | | | | 748 | | | | 220 | | | | 95.0 | | | | 654 | |

| Camden Ivy Hall (6) (8) | | | 2010 | | | | 1,181 | | | | 110 | | | | 94.0 | | | | 1,639 | |

| Camden Sweetwater | | | 2000 | | | | 1,151 | | | | 308 | | | | 93.0 | | | | 710 | |

| MISSOURI | | | | | | | | | | | | | | | | | | | | |

| Kansas City | | | | | | | | | | | | | | | | | | | | |

| Camden Passage (9) | | | 1989/1997 | | | | 834 | | | | 596 | | | | 92.2 | | | | 663 | |

| St. Louis | | | | | | | | | | | | | | | | | | | | |

| Camden Cedar Lakes (9) | | | 1986 | | | | 852 | | | | 420 | | | | 92.3 | | | | 641 | |

| Camden Cove West (9) | | | 1990 | | | | 828 | | | | 276 | | | | 96.2 | | | | 835 | |

| Camden Cross Creek (9) | | | 1973/1980 | | | | 947 | | | | 591 | | | | 94.9 | | | | 764 | |

| Camden Westchase (9) | | | 1986 | | | | 945 | | | | 160 | | | | 97.3 | | | | 869 | |

| Camden Forest | | | 1989 | | | | 703 | | | | 208 | | | | 91.6 | | | | 571 | |

| Camden Park Commons | | | 1997 | | | | 861 | | | | 232 | | | | 92.7 | | | | 645 | |

| PENNSYLVANIA | | | | | | | | | | | | | | | | | | | | |

| Camden Valleybrook | | | 2002 | | | | 992 | | | | 352 | | | | 94.1 | | | | 1,323 | |

| Camden Laurel Ridge | | | 1986 | | | | 702 | | | | 183 | | | | 94.0 | | | | 600 | |

| Camden South Congress (6) | | | 2001 | | | | 975 | | | | 253 | | | | 94.8 | | | | 1,424 | |

| Camden Westview | | | 1983 | | | | 697 | | | | 335 | | | | 93.2 | | | | 603 | |

| Camden Baytown | | | 1999 | | | | 844 | | | | 272 | | | | 91.0 | | | | 786 | |

| Camden Creek | | | 1984 | | | | 639 | | | | 456 | | | | 92.4 | | | | 587 | |

| Camden Steeplechase | | | 1982 | | | | 748 | | | | 290 | | | | 91.6 | | | | 633 | |

| --- | --- |

| _(9)_ | _Properties owned through a joint venture in which we own a 15% interest. The remaining interest is owned by an unaffiliated private investor._ |

| _(10)_ | _Properties owned through a joint venture in which we own a 20% interest. The remaining interest is owned by an unaffiliated pension fund._ |

| _(12)_ | _Property owned through a fully-consolidated joint venture in which we own a 25% interest. The remaining interest is owned by an unaffiliated private investor._ |

| _(13)_ | _Property owned through a fully-consolidated joint venture in which we own a 75% interest. The remaining interest is owned by an unaffiliated private investor._ |

[removed: PART II][added: PART II]

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

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

| 2011 Quarters: | | | | | | | | | | | | [removed: |]

| First | [removed: |] $ | 59.17 | | | $ | 53.47 | | | $ | 0.49 | |

| Second | [removed: | |] 65.26 | | | | 56.40 | | | | 0.49 | | [added: |]

| Third | [removed: | |] 69.32 | | | | 55.26 | | | | 0.49 | | [added: |]

| Fourth | [removed: | |] 62.35 | | | | 53.09 | | | | 0.49 | | [added: |]

[removed: ][added: ]

[removed: _This] [added: This] graph assumes the investment of $100 on December 31, [removed: 2006] [added: 2007] and quarterly reinvestment of dividends.

(Source: SNL Financial [removed: LC)_][added: LC)]

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

| [removed: Index | | 2006 | | | | 2007 | | | | 2008] [added: Index] | [added: 2008] | | | [removed: 2009] [added: 2009] | | | [added: 2010] | [removed: 2010] | | [added: 2011] | | [removed: 2011] | [added: 2012] | |

As of February [removed: 10, 2012,] [added: 8, 2013,] there were [removed: 553] [added: approximately 516] shareholders of record and approximately [removed: 29,039] [added: 23,779] beneficial owners of our common shares.

In March 2010, we announced the creation of an at-the-market (“ATM”) share offering program through which we could, but had no obligation to, sell common shares having an aggregate offering price of up to $250 million [removed: (“2010] [added: (the “2010] ATM program”), in amounts and at times as we determined, into the existing trading market at current market prices as well as through negotiated transactions.

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 [removed: $13.8 million.]

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

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

[removed: We may,] [added: In May 2012, we created an ATM share offering program through which we can,] but have no obligation to, sell common shares [removed: through the 2011 ATM share] [added: having an aggregate] offering [removed: program] [added: price of up to $300 million (the "2012 ATM program"),] in amounts and at times as we [removed: determine.][added: determine, into the existing trading market at current market prices as well as through negotiated transactions.]

Actual sales from time to time may depend on a variety of [removed: factors,] [added: factors] including, among others, market conditions, the trading price of our common shares, and [removed: determination] [added: determinations by management] of the appropriate sources of funding for us.

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 [removed: $92.7] [added: $92.8] million.

[removed: In January] [added: During the year ended December 31,] 2012, we issued approximately [removed: 0.1] [added: 2.0] million common shares at an average price of [removed: $62.41] [added: $66.01] per share for total net consideration of approximately [removed: $3.2] [added: $128.1] million.

As of the date of this filing, we had common shares having an aggregate offering price of up to [removed: $202.4] [added: $123.6] million remaining available for sale under the [removed: 2011] [added: 2012] ATM program.

In January 2012, we issued [removed: approximately 6.6 million] [added: 6,612,500] common shares in a public equity offering and received approximately $391.6 million in net proceeds.

We utilized [added: a portion of] these proceeds to fund the acquisition of the [added: remaining] 80% interest [added: we did] not [removed: owned by us] [added: own] in twelve [removed: related] [added: real estate] joint ventures for approximately $99.5 million and the repayment of approximately $272.6 million in mortgage debt associated with these joint ventures.

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: 2011.][added: 2012.]

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: 2011.][added: 2012.]

There were no repurchases of our equity securities during the years ended December 31, [removed: 2011, 2010] [added: 2012, 2011] and [removed: 2009.][added: 2010.]

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

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

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

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

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

In the first quarter of 2013, the Company's Board of Trust Managers increased the quarterly dividend rate from $0.56 to $0.63 per common share.

Future dividend payments are paid at the discretion of the Board of Trust Managers and depend on cash flows generated from operations, the Company's financial condition and capital requirements, distribution requirements under the REIT provisions of the Internal Revenue Code of 1986, as amended, and other factors which may be deemed relevant by our Board of Trust Managers.

Assuming dividend distributions for the remainder of 2013 are similar to those declared for the first quarter 2013, the annualized dividend rate for 2013 would be $2.52.

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| Camden Property Trust | 69.91 | | | 101.34 | | | 134.26 | | | 160.11 | | | 181.58 | |

| FTSE NAREIT Equity | 62.27 | | | 79.70 | | | 101.99 | | | 110.45 | | | 130.39 | |

| S&P 500 | 63.00 | | | 79.68 | | | 91.68 | | | 93.61 | | | 108.59 | |

| Russell 2000 | 66.21 | | | 84.20 | | | 106.82 | | | 102.36 | | | 119.09 | |

| MSCI US REIT (RMS) Index | 62.03 | | | 79.78 | | | 102.50 | | | 111.41 | | | 131.20 | |

The net proceeds resulting from the 2010 ATM program were used for general corporate purposes, which included repayment of notes payable, the repayment of borrowings under our unsecured line of credit, and funding for development activities.

$13.8 million.

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

The 2011 ATM program was terminated in the second quarter of 2012, and no further common shares are available for sale under this program.

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

During the year ended December 31, 2012, we issued approximately 2.6 million common shares at an average price of $67.63 per share for total net consideration of approximately $173.6 million.

We currently have an automatic shelf registration statement which allows us to offer, from time to time, an unlimited amount of common shares, preferred shares, debt securities, or warrants.

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

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| 2010 Quarters: | | | | | | | | | | | | |

| First | | $ | 43.94 | | | $ | 36.77 | | | $ | 0.45 | |

| Second | | | 51.50 | | | | 40.85 | | | | 0.45 | |

| Third | | | 49.90 | | | | 39.15 | | | | 0.45 | |

| Fourth | | | 54.13 | | | | 48.18 | | | | 0.45 | |

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

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| 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 | |

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

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: 2007] [added: 2008] through [removed: 2011.][added: 2012.]

[removed: COMPARATIVE] [added: COMPARATIVE] SUMMARY OF SELECTED FINANCIAL AND PROPERTY [removed: DATA][added: DATA]

| | [removed: | Year] [added: Year] Ended December [removed: 31,] [added: 31,] | | | | | | | | | | | | | | | | | | |

| [removed: (in] [added: (in] thousands, except per share amounts and property [removed: data) |] [added: data)] | [removed: 2011] [added: 2012] | | | | [removed: 2010] [added: 2011] | | | | [removed: 2009] [added: 2010] | | | | [removed: 2008] [added: 2009] | | | | [removed: 2007] [added: 2008] | | |

| [removed: Operating] [added: Operating] Data [removed: (a) |] [added: (a)] | | | | | | | | | | | | | | | | | | | |

| Total non-property income (loss) | [added: 16,407] | | [added: | |] 21,395 | | | | 28,337 | | | | 25,443 | | | | (19,540 | [removed: )] | [removed: | | 25,002 |] [added: )] |

| Income (loss) from continuing operations attributable to common shareholders [removed: |] [added: per share:] | | [removed: 22,546] | | | | [removed: 8,242] | | | | [removed: (75,201] | [removed: )] | | | [removed: (20,340] | [removed: )] | | | [removed: 35,480] | |

| Net income (loss) attributable to common shareholders | [added: 283,390] | | [added: | |] 49,379 | | | | 23,216 | | | | (50,800 | [removed: )] | [added: )] | | 70,973 | | | [removed: | 148,457 | |]

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

| Basic | [added: $] | [added: 3.35 | | |] $ | 0.67 | | | $ | 0.33 | | | $ | (0.80 | ) | | $ | 1.28 | | [removed: | $ | 2.54 | |]

| Diluted | [added: 3.30] | | [added: | |] 0.66 | | | | 0.33 | | | | (0.80 | [removed: )] | [added: )] | | 1.28 | | | [removed: | 2.50 | |]

| Distributions declared per common share | [removed: |] $ | [removed: 1.96] [added: 2.24] | | | $ | [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: Balance] [added: Balance] Sheet Data (at end of [removed: year) |] [added: year)] | | | | | | | | | | | | | | | | | | | |

| Total real estate assets, at cost [removed: (e) |] [added: (b)] | $ | [removed: 5,875,515] [added: 6,749,523] | | | $ | [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] | |

| Total assets | [added: 5,385,172] | | [added: | |] 4,622,075 | | | | 4,699,737 | | | | 4,607,999 | | | | 4,730,342 | | | [removed: | 4,890,760 | |]

| Notes payable | [added: 2,510,468] | | [added: | |] 2,432,112 | | | | 2,563,754 | | | | 2,625,199 | | | | 2,832,396 | | | [removed: | 2,828,095 | |]

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

| Equity | [added: 2,626,708] | | [added: | |] 1,827,768 | | | | 1,757,373 | | | | 1,609,013 | | | | 1,501,356 | | | [removed: | 1,653,340 | |]

| [removed: Other Data |] [added: Other Data] | | | | | | | | | | | | | | | | | | | |

| Cash flows provided by (used in): | | | | | | | | | | | | | | | | | | | | [removed: |]

| Operating activities | [removed: |] $ | [removed: 244,834] [added: 324,267] | | | $ | [removed: 224,036] [added: 244,834] | | | $ | [removed: 217,688] [added: 224,036] | | | $ | [removed: 216,958] [added: 217,688] | | | $ | [removed: 223,106] [added: 216,958] | |

| Investing activities | [removed: |] [added: (527,685] | [removed: (187,364] | ) | | [added: (187,364] | [removed: 35,150] | [added: )] | | [added: 35,150] | [removed: (69,516] | [removed: )] | | [added: (69,516] | [removed: (37,374] | ) | | [added: (37,374] | [removed: (346,798] | ) |

| Financing activities | [removed: |] [added: 174,928] | [removed: (172,886] | [removed: )] | | [added: (172,886] | [removed: (152,767] | ) | | [added: (152,767] | [removed: (91,423] | ) | | [added: (91,423] | [removed: (173,074] | ) | | [added: (173,074] | [removed: 123,555] | [added: )] |

| Funds from operations – diluted [removed: (b)] [added: (c)] | [added: 313,337] | | [added: | |] 207,535 | | | | 194,309 | | | | 109,947 | | | | 169,585 | | | [removed: | 227,153 | |]

| [removed: Property Data |] [added: Property Data] | | | | | | | | | | | | | | | | | | | |

| Number of operating properties (at the end of [removed: year)(c)] [added: year) (d)] | [added: 193] | | [added: | |] 196 | | | | 186 | | | | 183 | | | | 181 | | | [removed: | 182 | |]

| Number of operating apartment homes (at end of year) [removed: (c)] [added: (d)] | [added: 65,775] | | [added: | |] 66,997 | | | | 63,316 | | | | 63,286 | | | | 62,903 | | | [removed: | 63,085 | |]

| Number of operating apartment homes (weighted average) [removed: (c)(d)] [added: (d)(e)] | [added: 54,194] | | [added: | |] 50,905 | | | | 50,794 | | | | 50,608 | | | | 51,277 | | | [removed: | 53,132 | |]

| Weighted average monthly total property revenue per apartment home | [removed: |] $ | [removed: 1,098] [added: 1,182] | | | $ | [removed: 1,030] [added: 1,121] | | | $ | [removed: 1,045] [added: 1,051] | | | $ | [removed: 1,067] [added: 1,065] | | | $ | [removed: 1,032] [added: 1,087] | |

| Properties under development (at end of period) | [added: 9] | | [added: | |] 10 | | | | 2 | | | | 2 | | | | 5 | | | [removed: | 11 | |]

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

| [removed: _(b)_] [added: (c)] | [removed: _Management] [added: 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 [removed: (“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._] | [removed: |]

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

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

| [removed: _(e)_] [added: (b)] | [removed: _Includes] [added: Includes] properties held for [removed: sale._ |] [added: sale at book value.] |

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| Total property revenues | $ | 727,908 | | | $ | 621,074 | | | $ | 568,072 | | | $ | 567,957 | | | $ | 567,335 | |

| Total property expenses | 269,669 | | | | 240,128 | | | | 226,778 | | | | 221,451 | | | | 214,228 | | |

| Total other expenses | 381,694 | | | | 358,268 | | | | 358,921 | | | | 361,974 | | | | 316,945 | | |

| Income (loss) from continuing operations attributable to common shareholders | 161,665 | | | | 13,172 | | | | (295 | | ) | | (84,925 | | ) | | (31,146 | | ) |

| Basic | $ | 1.90 | | | $ | 0.17 | | | $ | (0.01 | ) | | $ | (1.35 | ) | | $ | (0.57 | ) |

| Diluted | 1.88 | | | | 0.17 | | | | (0.01 | | ) | | (1.35 | | ) | | (0.57 | | ) |

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(“GAAP”)), excluding gains (or losses) associated with the sale of previously depreciated operating properties, real estate depreciation and amortization, impairments of depreciable assets, and adjustments for unconsolidated joint ventures.

Our calculation of diluted FFO also assumes conversion of all potentially dilutive securities, including certain non-controlling 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.

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

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| 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 | |

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

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[removed: _Evaluation of disclosure controls and procedures._] We carried out an evaluation, under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Securities Exchange Act ("Exchange Act") Rules 13a-15(e) and 15d-15(e).

[removed: _Changes in internal controls._] There were no changes in our internal control over financial reporting (identified in connection with the evaluation required by paragraph (d) in Rules 13a-15 and 15d-15 under the Exchange Act) during our most recent fiscal quarter which have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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

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

| [removed: |] • | [removed: |] 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 [removed: company] [added: Company] are being made only in accordance with authorizations of management and board of trust managers of the [removed: company;] [added: Company;] and |

| [removed: |] • | [removed: |] Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the [removed: company’s] [added: 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: 2011.][added: 2012.]

Based on our assessment, management concluded our internal control over financial reporting is effective as of December 31, [removed: 2011.][added: 2012.]

[removed: REPORT] [added: REPORT] OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING [removed: FIRM][added: FIRM]

We have audited the internal control over financial reporting of Camden Property Trust and subsidiaries (the “Company”) as of December 31, [removed: 2011,] [added: 2012,] based on criteria established in [removed: _Internal] [added: Internal] Control — Integrated [removed: Framework_] [added: Framework] issued by the Committee of Sponsoring Organizations of the Treadway Commission.

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying [removed: _Management’s] [added: Management’s] Report on Internal Control over Financial [removed: Reporting_.][added: Reporting.]

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2011,] [added: 2012,] based on the criteria established in [removed: _Internal] [added: Internal] Control — Integrated [removed: Framework_] [added: 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 as of and for the year ended December 31, [removed: 2011] [added: 2012] of the Company and our report dated February [removed: 17, 2012] [added: 15, 2013] expressed an unqualified opinion on those financial statements and financial statement schedule.

Evaluation of disclosure controls and procedures.

Changes in internal controls.

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February 15, 2013

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February 17, 2012

[removed: PART III][added: PART III]

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: 2012] [added: 2013] in connection with the Annual Meeting of Shareholders to be held May [removed: 11, 2012.][added: 10, 2013.]

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: 2012] [added: 2013] in connection with the Annual Meeting of Shareholders to be held May [removed: 11, 2012.][added: 10, 2013.]