CPTCamden Property Trust

Please expand your discussion to address how the experience of the Lead Independent Trust Manager is brought to bear in connection with your board’s role in risk oversight.

On behalf of Camden Property Trust, we acknowledge receipt of the comment letter of the Staff of the United States Securities and Exchange Commission dated August 31, 2022 (the “Staff Letter”) with regard to the above-referenced proxy statement. We confirm we will revise our future proxy disclosures to address the applicable topics discussed in the Staff Letter as well as any material development to our risk oversight structure. We acknowledge we and our management are responsible for the accuracy and adequacy of our disclosures notwithstanding any review, comments, actions or absence of action by the Staff. One letter for all the questions, without numbered answers. Read the reply ↗

Please expand upon the role that your Lead Independent Trust Manager plays in the leadership of the board. For example, please enhance your disclosure to address whether or not your Lead Independent Trust Manager may: • require board consideration of, and/or override your CEO on, any risk matters; or • provide input on design of the board itself.

See the reply above.

Please expand upon how your board administers its risk oversight function. For example, please disclose: • how you apply different oversight standards based upon the immediacy of the risk assessed; • whether you consult with outside advisors and experts to anticipate future threats and trends, and how often you re-assess your risk environment; • whether you have a Chief Compliance Officer and to whom this position

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reports; and • how your risk oversight process aligns with your disclosure controls and procedures.

See the reply above.

Summary of Significant Accounting Policies and Recent Accounting Pronouncements Income Recognition, page F-12 1. We note your disclosure that your rental revenue is recorded when due from residents and is recognized monthly as it is earned. To the extent you have non-level rents, please tell us and revise future filings to clarify if you record rental revenue on a straight-line basis. Please refer to ASC 840-20-25.

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Exhibit 99.1 2. We note your presentation of FFO per share and AFFO per share for the three and six months ended June 30, 2018 and 2017. In future earnings releases, please reconcile these non-GAAP per share measures to GAAP earnings per share. Please refer to Question 102.05 of the updated Compliance and Disclosure Interpretations issued on May 17, 2016.

The amount of lease concessions recognized during fiscal years 2017, 2016, and 2015 was approximately $4.7 million, $3.7 million, and $2.8 million, respectively, and was recognized over the life of the applicable leases in accordance with ASC 840-20-25. We will modify the first sentence of “Income Recognition” on page F-12 in future filings, as appropriate, as follows:

“Our rental revenue is recognized on a straight-line basis and other property revenue is recorded when due from residents and is recognized as it is earned.”

Camden Property Trust

11 Greenway Plaza, Suite 2400 Houston, TX

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77046 P 713 354 2500 F 713 354 2700

Exhibit 99.1

2. We note your presentation of FFO per share and AFFO per share for the three and six months ended June 30, 2018 and 2017. In future earnings releases, please reconcile these non-GAAP per share measures to GAAP earnings per share. Please refer to Question 102.05 of the updated Compliance and Disclosure Interpretations issued on May 17, 2016.

We will revise our presentation in future filings similar to the presentation below:

Three Months Ended June 30,

Six Months Ended June 30,

2018

2017

Total earnings per common share - diluted

$

0.40

0.43

0.81

0.82

Real estate depreciation and amortization

0.76

0.69

1.47

1.36

Adjustments for unconsolidated joint ventures

0.02

0.05

Income allocated to non-controlling interests

0.01

FFO per common share - Diluted

1.19

1.15

2.34

2.24

Recurring capitalized expenditures

(0.19

)

(0.18

(0.30

(0.29

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We note that your reconciliation to FFO attributable to common shareholders and Adjusted FFO attributable to common shareholders begins with Net income attributable to common shareholders, however the reconciliation adds back income allocated to noncontrolling interests. It appears that your FFO and AFFO measures represent FFO and AFFO on a company-wide basis.

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Please advise and revise your presentation in future filings to either remove the “income allocated to non-controlling interests” adjustment from the calculation of FFO or rename the FFO and AFFO measures to remove the phrase “attributable to common shareholders.”

We started the reconciliation with net income attributable to common shareholders with the intent to provide FFO on a Company-wide basis. We will revise our presentation in future filings and rename the FFO and AFFO measures to remove the phrase "attributable to common shareholders" similar to the presentation below:

Camden Property Trust

11 Greenway Plaza, Suite 2400 Houston, TX 77046 P 713 354 2500 F 713 354 2700

Reconciliations of net income attributable to common shareholders to FFO and AFFO for the three months ended March 31, 2016 and 2015 are as follows:

Three Months Ended

March

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31,

($ in thousands)

2016

2015

Funds from operations

Net income attributable to common shareholders (1)

$

41,730

115,599

Real estate depreciation and amortization, including discontinued operations

64,812

60,363

Adjustments for unconsolidated joint ventures

2,358

2,245

Gain on sale of operating properties, net of tax

-

(85,145

)

Income allocated to non-controlling interests

1,210

5,466

110,110

98,528

Less: recurring capitalized expenditures

(9,294

(10,644

Adjusted funds from operations

100,816

87,884

Weighted average shares - basic

89,344

88,987

Incremental shares issuable from assumed conversion of:

Common share options and awards granted

355

391

Common units

1,894

1,897

Weighted average shares - diluted

91,593

91,275

(1)

Net income attributable to common shareholders for the three months ended March 31, 2016 includes a gain on sale of $0.4 million related to the sale of one land holding.

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Summary of Significant Accounting Policies and Recent Accounting Pronouncements, page 9 2. We note that two of your consolidated operating partnerships are VIEs in which you are considered the primary beneficiary. In future filings please include the disclosures outlined in ASC 810-10-50-3. Within your response, provide an example of your intended disclosure.

As disclosed in Footnote 2 on page F-13 of our Form 10-K for the fiscal year ended December 31, 2015, we adopted Accounting Standards Update 2015-02 ("ASU 2015-02"), Amendments to the Consolidation Analysis, on January 1, 2016. Within Footnote 2, we indicate our two operating partnerships would continue to be consolidated within our financial statements, and refer to Footnote 5, "Operating Partnership." The Company owns 92.2% of the limited partner interests of Camden Operating, L.P. and 94.2% of the limited partner interests of Camden Summit Partnership, L.P.

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(collectively, the "Partnerships"); the Company also owns 100% of the general partner interests of the Partnerships.

The Company did not provide the VIE presentation requirements of ASC 810-10-50-3 due to the application of the disclosure exemption criterion in ASC 810-10-50-5B as the general partner's interest should be considered a "majority voting interest" as the general partner:

(a)

Holds an equity investment that is more than inconsequential; we believe owning 100% of the general partner interests and over 90% of the limited partner interests of the Partnerships is considered more than inconsequential.

(b)

Has the power to direct the activities of the VIE that most significantly affect the VIE's economics through its equity interest, which would generally be the case when there are no kick-out rights held by the limited partners; the limited partner interests of the Partnerships not owned by the Company do not have the ability to direct the activities of the Partnerships, nor do they have the ability to remove the Company as the general partner of the Partnerships.

Additionally, the VIE's assets can be used for purposes other than the settlement of the VIE's obligations and the VIEs meet the definition of a business.

We believe as the above conditions have been met, the general partner holds 100% of the voting class of the Partnerships and the Company is exempt from providing the disclosures in ASC 810-10-50-3.

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We note that you discuss property revenues, property expenses and property net operating income on a same store basis, which appear to be non-GAAP presentations. Please explain to us how your disclosure provides all of the information required by Item 10(e) of Regulation S-K.

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Specifically, management should disclose the reasons they believe the non-GAAP measure provides useful information to investors and the additional purposes, if any, for which management uses the non-GAAP measure.

We believe the same store presentation beginning on page 27 of our Form 10-Q for the quarterly period ended March 31, 2016, provides all of the information required by Item 10(e) of Regulation S-K. The Company provided a reconciliation of net income to net operating income (“NOI”) for the three months ended March 31, 2016 and 2015. This reconciliation was followed by an additional detail of the components of NOI between same store communities, non-same store communities, development and lease-up communities, and dispositions/other.

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We will continue to provide a reconciliation of net income to NOI and will specifically label same-store NOI as a non-GAAP measure in future filings.

Same store communities in our March 31, 2016 Form 10-Q represented stabilized communities as of January 1, 2015. Management believes same-store information is useful as it allows both management and investors to determine financial results over a particular period for the same set of communities. The other property groups are also useful to investors as it provides results attributable to new or disposed of communities. We will add the additional clarification management believes same-store information is useful as it allows both management and investors to determine financial results over a particular period for the same set of communities in future filings within the footnote relating to “Same Store” currently provided under the property NOI table disclosed on page 29.

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We note your definition of EBITDA. Please note that measures calculated differently from EBITDA (as described in Exchange Act Release No. 47226) should not be characterized as EBITDA and their titles should be distinguished from EBITDA, such as Adjusted EBITDA. Reference is also made to Question 103.01 of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures.

We note your references related to EBITDA and non-GAAP Financial Measures and will incorporate similar disclosures, such as Adjusted EBITDA, in future filings as appropriate.

We acknowledge:

• the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

staff comments or changes to disclose in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the

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United States.

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Please advise us whether you consider net operating income and same property net operating income to be key performance indicators. We may have further comment.

We do not consider net operating income and same property net operating income to be key performance indicators. They are two of many individual operating metrics used by the real estate industry to assess company performance. Accordingly, Camden provides these measurements to securities analysts and investors.

Unlike Funds From Operations as defined by the National Association of Real Estate Investment Trusts (“NAREIT”), there is no standard industry definition regarding the method of calculation of either net operating income or same property net operating income.

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As a result, neither net operating income nor same property net operating income is consistently defined or calculated by peer companies or investors. Net operating income, for example, does not take into account all aspects of the Company’s performance as net operating income does not include the impact of certain revenues and expenses such as equity in income of joint ventures, interest expense, income taxes, and general and administrative expenses.

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We note that your Geographic Diversification table on page 26 indicates that 18.4% of your real estate assets were concentrated in Washington, D.C. Metro and 9.5% of your real estate assets were concentrated in Houston, Texas.

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To the extent that you consider this geographic concentration to represent a material risk, please include a risk factor specifically addressing this risk in future Exchange Act periodic reports.

We refer you to the first risk factor on page 3 of our Form 10-K under the heading “Risks Associated with Capital Markets, Credit Markets, and Real Estate - Volatility in capital and credit markets, or other unfavorable changes in economic conditions, either nationally or regionally in one or more of the markets in which we operate, could adversely impact us.”

In this risk factor, we discuss key economic risks for (a) local conditions in the first bullet point, (b) declines in market rental rates in the third bullet point, and, (c) regional economic downturns affecting geographic markets in

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the sixth bullet point.

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We note your disclosure to the effect that your operating properties have an average age of 12 years, “calculated on the basis of investment dollars.” In future Exchange Act periodic reports, please clarify how this number is calculated.

The average age of our operating properties is based upon the average of the product of the gross capitalized cost of each property multiplied by the property’s physical age divided by gross capitalized costs. We will clarify this calculation in future Exchange Act periodic reports. Read in the reply ↗

In future Exchange Act periodic reports, with respect to any disclosure on costs incurred with respect to completed construction in lease-up, please clarify whether costs incurred include leasing costs.

With respect to our disclosure on costs incurred for completed construction in lease-up, we do not include leasing costs. Leasing costs are expensed as incurred. We will clarify leasing costs are expensed as incurred in future Exchange Act periodic reports. Read in the reply ↗

We were unable to locate the disclosures required by Item 407(d)(4) of Regulation S-K. Please revise your future Exchange Act periodic reports or proxy statements, as applicable, to include such disclosures or advise.

The establishment of a separately-designated audit committee, comprised solely of independent trust managers, is disclosed on page 4 of our recently-filed proxy statement and a further description of the Company’s Audit Committee, including the identity of each committee member, is disclosed on page 7 of our proxy.

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In future filings, we will clarify the Audit Committee has been established in accordance with Section 3(a)(58)(A) of the Exchange Act.

We acknowledge:

• the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and, the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

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Please tell us whether the average monthly rental rate per apartment disclosed incorporates tenant concessions, such as free rent periods. If not, please discuss the impact of such measures on your rental revenues, in future Exchange Act periodic reports.

The average monthly rental rate per apartment disclosed incorporates tenant concessions calculated on a straight-line basis over the life of the lease, and we will confirm this treatment in future filings. Read in the reply ↗

You disclose your specific use of proceeds from your January 2012 at-the-market issuance but not your issuances in 2011. From page 34, we note that the at-the- market issuances in 2011 partially offset your cash used in financing activities. In future Exchange Act periodic reports, please include disclosure regarding the use of proceeds from your at-the-market issuances during the reported period.

In future filings, we confirm we will include disclosures regarding the use of proceeds from our at-the-market issuances during the reporting period. Read in the reply ↗

In future Exchange Act periodic reports, to the extent you hold material amount of land, please include a discussion of the amount of development the land could support.

For projects under construction we provide detailed information such as the number of apartment homes and estimated costs as described under the heading “Development and Lease-Up Properties” on page 24 of our 2011 Form 10-K. We have also historically disclosed the magnitude of our land holdings we expect to initiate active development within the next two years; however, after review of your comment we note we do not provide similar disclosures related to our projects we expect to be constructing during the next two years, and we will provide additional disclosures on the number of apartment

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units and estimated costs per project in future filings. For other land holdings not under active development, it is not possible to determine what amount of development could be supported as pre-development activities have not been initiated.

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We note your disclosure on page 5 and 35 that you expect increased levels of development activity in 2012. In future filings please expand your disclosure in MD&A to include additional analysis of your capital expenditures breaking them down between new development, redevelopment/renovations, and other capital expenditures (i.e. capitalized interest, capitalized payroll, etc.) by year.

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In addition please provide a narrative discussion for fluctuations from year to year and expectations for the future. The total of these capitalized expenditures should reconcile to the capitalized expenditures included in cash flow from investing activities within the consolidated statement of cash flows.

In future filings, we confirm we will expand our disclosure in the MD&A to include additional analysis of our capital expenditures, as well as providing a narrative discussion for fluctuations from year-to-year and expectations for the future. We also confirm such disclosures will reconcile to the consolidated statements of cash flows. Read in the reply ↗

You define same store communities as communities we owned and which were stabilized as of January 1, 2010. On page 22 you define stabilized as a property that reaches 90% occupancy at the beginning of a period. Please tell us how you would define a property that has previously reached 90% occupancy and then later goes below 90% occupancy and is not going through a redevelopment. We may have further comment.

A property which has previously reached 90% occupancy, and not going through a redevelopment, and later goes below 90% occupancy will remain classified as a same store property. Read in the reply ↗

We note that you have disclosed that construction and carrying costs are capitalized until the apartment homes are substantially completed. Please tell us, and disclose as part of your significant accounting policies and critical accounting policies in future filings, when the capitalization period begins and how that is determined.

We begin capitalization of the development, construction, and carrying costs when the development of the future asset is probable and activities necessary to get the underlying real estate ready for its intended use have been initiated. We confirm we will disclose this policy as part of our significant accounting policies and critical accounting policies in future filings.

We acknowledge:

• the company is responsible for the adequacy and accuracy of the disclosure in the filing;

staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from

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taking any action with respect to the filing; and, the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

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