On February 4, 2013, we issued a press release and supplemental financial data with respect to our financial results for the quarter December 31, 2012. Copies of the press release and supplemental financial data are furnished as Exhibit 99.1 and Exhibit 99.2 to this report, respectively. The information contained in this Item 2.02 and the attached Exhibit 99.1 and Exhibit 99.2 are furnished to, and not filed with, the Securities and Exchange Commission.

On January 30, 2013, the Compensation Committee of our Board of Directors (the "Compensation Committee") adopted a new form of Restricted Stock Award Agreement pursuant to our 1999 BRE Stock Incentive Plan (the "Plan").

Our form of Restricted Stock Award Agreement sets forth the terms and conditions on which restricted shares of our common stock are earned by the award recipient. Approximately 15.4% of each award will be earned ratably over five to six years on each anniversary of the grant date subject to continuous employment, depending upon factors selected by the Compensation Committee.

Approximately 38.5% of each award will be earned on the first anniversary of the grant date, determined based on the achievement of performance goals and subject to certain adjustments as set forth in the Restricted Stock Award Agreement, with the exact number of shares earned determined based upon our performance over a one year period in amount equal to a percentage between zero and 200%. If any portion is earned, then those shares will vest ratably over four to six years on each anniversary of the grant date, depending upon factors selected by the Compensation Committee.

The remainder, approximately 48.1% of each award, will be earned on the fourth anniversary of the grant date, determined based on the achievement of performance goals and subject to certain adjustments as set forth in the Restricted Stock Award Agreement, with the exact number of shares earned determined based upon our performance over a four- to six-year period in amount equal to a percentage between zero and 200%. If any portion is earned, then depending upon the vesting schedule those shares will vest ratably over two years starting on the fourth anniversary of the grant date or cliff vest on the sixth anniversary of the grant date, depending upon factors selected by the Compensation Committee.

Upon termination without cause or resignation for good reason by the award recipient, all unvested time-based shares and any unvested but computed performance-based shares will vest fully. If the period for determining the amount of such award has not occurred, then the amount of such award will be determined based upon the meeting of the quantitative metrics through such date and the recipient will receive those awards prorated for the number of quarters since the original grant date. Upon retirement and meeting of the specified retirement conditions, the recipient will get the amount of shares determined as set forth in the preceding sentence, multiplied by the retirement percentage (20% to 100% based on the recipient's age above 55, provided that the sum of age and years of service is greater than 65 and that the recipient has given at least one year's notice of retirement).

The foregoing description of our form of Restricted Stock Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of our form of Restricted Stock Agreement filed as Exhibit 10.1 hereto and incorporated by reference herein.

February 4, 2013 (San Francisco) - We are a leading owner, operator and developer of high-quality apartment communities in targeted growth markets in California and Seattle, our reported Core Funds From Operations (Core FFO) is $0.61 per share for the quarter ended December 31, 2012, and $2.39 per share for the year ended December 31, 2012. The per share results reflect an increase of 7.0% and 8.6% compared to the fourth quarter and full year periods in 2011, respectively. Core FFO is used to facilitate comparisons of our earnings results and excludes certain non-core items that by their nature are not comparable when comparing periods or earnings performance between periods. All per share results are reported on a fully diluted basis.

Funds From Operations (FFO) on a per share basis were $0.61 per share for the fourth quarter ended December 31, 2012 and $2.19 per share for the year ended December 31, 2012. A reconciliation of FFO and Core FFO can be found in Exhibit C of our Supplemental Financial Information package.

Fourth Quarter, 2012 Highlights

• Fourth quarter same-store revenues and net operating income (NOI) increased 5.6% and 6.2%, respectively, compared to the fourth quarter 2011. During the quarter, physical occupancy averaged 95.7%; annualized turnover was 55.5%; and average revenue per occupied home was $1,645.

• For the full year 2012, same-store revenues and net operating income (NOI) increased 5.5% and 6.4% over 2011, respectively.

• During the fourth quarter, we completed the sale of two San Diego apartment communities for a combined gross sales price of $77.0 million. For the full year 2012, we sold six communities, including three in which it owned joint venture interests, for aggregate net proceeds to the company of $115.1 million.

• During the fourth quarter, we completed construction of Lawrence Station, a 336-home community located in Sunnyvale, California. The project was completed on time and on budget at a total cost of approximately $110.0 million. Also in the fourth quarter, we commenced construction of Radius, a 264-unit luxury apartment community located in Redwood City, California, with a projected total cost of $98 million.

"We finished 2012 on a strong note, producing solid results for the year," commented Constance Moore, Chief Executive Officer of BRE Properties. "In addition, during the fourth quarter we completed $77 million of strategic dispositions; delivered our Lawrence Station development on time and on budget; and commenced construction of our Radius community in Redwood City, California. Our key initiatives as we enter 2013 remain unchanged: to build on our successful implementation of LRO last year and drive operating performance from our portfolio; and to successfully execute on our development program that is financed with proceeds from our capital recycling efforts through strategic dispositions. While our outlook reflects the impact of these expected dispositions, we believe this strategy preserves our balance sheet strength while improving our portfolio quality which will result in positioning BRE to generate sustainable sector-leading growth and achieve a premium valuation in the coming years."

Funds from operations, the generally accepted measure of operating performance for real estate investment trusts, totaled $46.9 million, or $0.61 per share, for the fourth quarter 2012, compared with $43.3 million, or $0.57 per share, for the fourth quarter 2011. Core FFO was also $0.61 per share for the quarter. (A reconciliation of net income available to common shareholders to FFO is provided at the end of this release.)

Net income available to common shareholders for the fourth quarter 2012 totaled $73.8 million, or $0.96 per share, compared with net income of $33.6 million, or $0.44 per share, for the same period 2011. The fourth quarter 2012 results included a gain on sale of real estate totaling $53.9 million or, $0.70 per share. The fourth quarter 2011 results included gains on sales of approximately $16.5 million, or $0.22 per share.

Our fourth quarter year-over-year earnings and FFO results reflect the impact of the following during 2012: (1) increases in same-store property-level operating results over 2011 levels; (2) incremental NOI from acquired and newly completed communities in the last 24 months; and (3) a reduction in interest expense due to lower leverage levels and higher levels of capitalized interest; which were offset by (1) a higher level of outstanding shares from equity issued in 2011 and the first quarter of 2012 and (2) a reduction in NOI from communities sold in 2011 and 2012.

12-Month Period Ended December 31, 2012

For the annual period, FFO totaled $168.9 million, or $2.19 per share, compared with $154.4 million, or $2.14 per share, for 2011. FFO for the annual period in 2012 includes a $15.0 million, or $0.195 per share, impairment charge for land held for sale recorded in the third quarter of 2012. FFO for the annual period in 2011 included: (1) acquisition-related expenses totaling $402,000, or $0.006 per share; and (2) a $3.8 million, or $0.05 per share, preferred stock redemption charge. Core FFO for 2012 was $2.39 per share compared to $2.20 per share in 2011.

Net income available to common shareholders for 2012 totaled $133.5 million, or $1.74 per diluted share, compared with $66.5 million, or $0.93 per diluted share, for the same period in 2011. Annual 2012 results included gains on sales of real estate of approximately $68.2 million, or $0.89 per share and the impairment charge cited above. Annual 2011 results included gains on sales of real estate of approximately $18.8 million, or $0.26 per share and the acquisition-related expenses and preferred stock redemption charge cited above.

Same-Store Results

We define same-store communities as stabilized apartment communities owned by us for two comparable calendar year periods. Of the 21,160 apartment homes owned directly by us, same-store homes totaled 19,462 for the fourth quarter.

On a year-over-year basis, fourth quarter same-store revenues increased 5.6% compared to fourth quarter 2011. The revenue increase was driven by a 5.5% increase in revenue earned per occupied unit during the period, coupled with a 10-basis-point increase in year-over-year financial occupancy levels. Operating expenses increased 4.4%, resulting in a 6.2% increase in NOI.

On a sequential basis, same-store revenue increased 1.0%, NOI increased 2.1% and expenses decreased 1.2% over third quarter 2012 levels. The sequential quarter increase in revenues was driven by a 0.9% increase in revenue earned per occupied unit during the fourth quarter, coupled with a 10-basis-point increase in financial occupancy.

Company Initiatives

• Dispositions. In December 2012, we completed the sale of two apartment communities in San Diego for a combined gross sales price of $77.0 million. The combined gross sales price of the communities represents a 6.2% weighted average seller's capitalization rate based on the communities' annualized NOI. The implied capitalization rate, after giving effect to the reassessed value upon sale under Proposition 13, is estimated at 5.6%. The sale of these two communities resulted in a total gain of approximately $53.9 million in the fourth quarter. Both communities were owned on an unencumbered basis.

• Development. In December 2012, we completed development of Lawrence Station, a 336-unit luxury apartment community located in Sunnyvale, California. Lawrence Station is centrally located to many of Silicon Valley's largest employers including Apple, Yahoo, Intel, Google, and Cisco Systems; and enjoys easy access to light rail, Amtrak and San Jose International Airport. The community was built for a total cost of $110 million and was completed on time and on budget. As of December 31, 2012, the community had 158 occupied homes and a total of 183 leased homes.

In October, we commenced construction of Radius, a 264-unit luxury apartment community located in Redwood City, California. Radius is projected to be completed in the fourth quarter of 2014, at a total cost of $98 million, or $371,000 per unit. At December 31, 2012, the Company had funded $24 million of the development costs.

As previously communicated, we expect to reduce its outstanding development commitments through the completion of its active development projects, the disposition of our land site in Anaheim, California and the contribution of our two Pleasanton, California land parcels into a joint venture. The Anaheim land site is currently being marketed for sale and an update will be provided when a sale has been completed. We are completing construction documentation for the Pleasanton sites. We expect to commence the search for a joint venture partner in the first quarter of 2013.

We remain committed to creating long-term value through a targeted development program, focused on core in-fill submarkets, appropriately sized for the balance sheet. We continue to review potential development opportunities and expect to target a stabilized development program going forward within a range of 10% to 15% of its real estate portfolio base.

As of December 31, 2012, our active and wholly-owned development pipeline has a total estimated cost of $770 million, of which approximately $395 million remains to be funded through the first quarter of 2015. The active and wholly-owned pipeline consists of our Aviara, Solstice, Wilshire La Brea, Redwood City and Mission Bay projects.

We intend to fund the existing capital commitments related to its current development projects primarily with proceeds from strategic asset sales of certain older, slower growth communities in its existing portfolio, as well as from funds available under its $750 million unsecured revolving credit facility which had no outstanding balance as of the date of this release.

We also expect to continue to identify communities within its portfolio that no longer meet its investment criteria. We believe the disposition of these slower-growth assets over time will contribute to a portfolio with greater concentrations in targeted markets and infill submarkets that can produce a sustainable, sector-leading growth rate. We expect to be prudent in the execution of its disposition plans, balancing strategic portfolio goals with capital needs, tax implications, and balance sheet metrics.

Common and Preferred Dividends Declared

On February 4, 2013, our Board of Directors approved common and preferred stock dividends for the quarter ending March 31, 2013. All common and preferred dividends will be payable on Friday, March 29, 2013 to shareholders of record on Friday, March 15, 2013.

Our board also approved a 2.6% increase for the 2013 common dividend to $0.395 per share quarterly. The quarterly dividend payment is equivalent to $1.58 per share on an annualized basis, and represents a yield of approximately 3.17% on Friday's closing price of $49.77 per share. We have paid uninterrupted quarterly dividends to shareholders since our founding in 1970.

Our 6.75% Series D quarterly preferred dividend is $0.421875 per share.

(d) Exhibits.

Exhibit
Number       Description
 10.1        Form of Restricted Stock Award Agreement.

 99.1        Press release of BRE Properties, Inc. dated February 4, 2013 including
             attachments.

 99.2        Supplemental Financial data dated December 31, 2012 including
             attachments.