Summary of CAMDEN PROPERTY TRUST

Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The following discussion should be read in conjunction with the condensed consolidated financial statements and notes appearing elsewhere in this report, as well as Part I, Item 1A, "Risk Factors" within our Annual Report on Form 10-K for the year ended December 31, 2008. Historical results and trends which might appear in the condensed consolidated financial statements should not be interpreted as being indicative of future operations.
We consider portions of this report to be "forward-looking" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, both as amended, with respect to our expectations for future periods. Forward-looking statements do not discuss historical fact, but instead include statements related to expectations, projections, intentions, or other items relating to the future; forward-looking statements are not guarantees of future performance, results, or events. Although we believe the expectations reflected in our forward-looking statements are based upon reasonable assumptions, we can give no assurance our expectations will be achieved. Any statements contained herein which are not statements of historical fact should be considered forward-looking statements. Reliance should not be placed on these forward-looking statements as they are subject to known and unknown risks, uncertainties, and other factors beyond our control and could differ materially from our actual results and performance.
Factors which may cause our actual results or performance to differ materially from those contemplated by forward-looking statements include, but are not limited to, the following:
• Volatility in capital and credit markets could adversely impact us;

• We could be negatively impacted by the condition of Fannie Mae or Freddie Mac;

• Unfavorable changes in economic conditions could adversely impact occupancy or rental rates;

• We face risks associated with land holdings;

• Difficulties of selling real estate could limit our flexibility;

• Compliance or failure to comply with laws requiring access to our properties by disabled persons could result in substantial cost;

• Competition could limit our ability to lease apartments or increase or maintain rental income;

• Development and construction risks could impact our profitability;

• Our acquisition strategy may not produce the cash flows expected;

• Competition could adversely affect our ability to acquire properties;

• Losses from catastrophes may exceed our insurance coverage;

• Investments through joint ventures and partnerships involve risks not present in investments in which we are the sole investor;

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

• We depend on our key personnel;

• Changes in laws and litigation risks could affect our business;

• Tax matters, including failure to qualify as a REIT, could have adverse consequences;

• Insufficient cash flows could limit our ability to make required payments for debt obligations or pay distributions to shareholders;

• We have significant debt, which could have important adverse consequences;

• We may be unable to renew, repay, or refinance our outstanding debt;

• Variable rate debt is subject to interest rate risk;

• We may incur losses on interest rate hedging arrangements;

• Issuances of additional debt or equity may adversely impact our financial condition;

• Failure to maintain current credit ratings could adversely affect our cost of funds, related margins, liquidity, and access to capital markets;

• Share ownership limits and our ability to issue additional equity securities may prevent takeovers beneficial to shareholders;

• Our share price will fluctuate; and

• We may reduce dividends on our equity securities or elect to pay a portion of the dividend in common shares.

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These forward-looking statements represent our estimates and assumptions as of the date of this report, and we assume no obligation to update or supplement forward-looking statements because of subsequent events.
Unless the context requires otherwise, "Camden," "we," "our," "us," and the "Company" refer to Camden Property Trust and Camden's consolidated subsidiaries and partnerships, collectively.
Executive Summary
Our results reflect the challenges the multifamily industry is currently facing. During fiscal year 2008 and continuing in 2009, the factors adversely affecting demand for and rents received in our multifamily communities became more intense and pervasive across the United States. As a result, the already difficult conditions within the industry have become progressively more challenging. High inventory levels of single-family homes and condominiums in the markets in which we operate, overall weak consumer confidence, job losses, and fears of a prolonged recession, among other factors, have persisted and, in some cases, accelerated thus far in 2009. We believe the effects of these factors have been further magnified by high levels of home foreclosures and liquidity disruptions in the financial markets.
Based on our results, the market conditions discussed above, and our belief these conditions may not improve quickly, we expect a decline in property revenues during fiscal year 2009. However, positive impacts on our performance may result from reductions in the U.S. home ownership rate, more stringent lending criteria for prospective home-buyers, and long-term growth prospects for population, employment, and household formations in our markets, although there can be no assurance any of these factors will continue or will positively impact our operating results.
Due to the instability experienced during the current economic downturn, and our belief these conditions may not improve quickly, our near term primary focus is to strengthen our capital and liquidity position by selectively disposing of properties, controlling and reducing construction and overhead costs, generating positive cash flows from operations, and reducing outstanding debt and leverage ratios.
We intend to continue to look for opportunities to acquire existing communities through our investment in and management of discretionary investment funds. Until the earlier of (i) December 31, 2011 or (ii) such time as 90% of its committed capital is invested, subject to two one-year extensions, the Fund will be our exclusive investment vehicle for acquiring fully developed multifamily properties, subject to certain exceptions. Our portfolio of apartment communities is geographically diverse, which we believe mitigates risks such as changes in demographics or job growth which may occur within individual markets, although may not mitigate such risks with respect to more wide spread economic declines. In the long term, we also intend to continue focusing on our development pipeline which currently contains eleven properties in various stages of construction and lease-up. The commencement of future developments has and may continue to be impacted by economic conditions, increasing construction costs, and other factors. We expect decreasing levels of development activity in 2009 as compared to prior years.
We review our assets for impairment on an annual basis or whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Our impairment evaluations reflect our expectation of continued and increased challenges in the development of future multifamily communities, our belief these challenges will persist for some time, and our decision in fiscal year 2008 to not continue with five future development projects. Based on our evaluations, we recorded significant impairment charges to our land valuations in the fourth quarter of fiscal year 2008, which materially affected our operating results during fiscal year 2008. Land valuations may continue to have significant fluctuations due to, among other things, the current economic environment and, as a result, there can be no assurance we will not have further impairments in the future.
The continuation of the current economic environment and capital market disruptions have and could continue to have a negative impact on us and adversely affect our future results of operations.
During the remainder of 2009, approximately $86.8 million of debt maturities, including scheduled principal amortizations, are scheduled to mature. We intend to meet our long-term liquidity requirements through draws on our unsecured credit facility, property dispositions, secured mortgage notes, and the use of debt and equity offerings under our automatic shelf registration statement. Approximately $25.9 million remains to be funded for one development project owned by a consolidated joint venture, which we expect to fund from an existing construction loan.

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Property Portfolio
Our multifamily property portfolio, excluding land and joint venture properties
which we do not manage, is summarized as follows:

                                                March 31, 2009                    December 31, 2008
                                          Apartment                          Apartment
                                            Homes          Properties          Homes           Properties
Operating Properties
Las Vegas, Nevada                              8,016                29            8,016                 29
Dallas, Texas                                  6,119                15            6,119                 15
Houston, Texas                                 6,620                16            6,620                 16
Tampa, Florida                                 5,503                12            5,503                 12
Washington, D.C. Metro                         6,068                17            5,702                 16
Charlotte, North Carolina                      3,574                15            3,574                 15
Orlando, Florida                               3,557                 9            3,557                  9
Atlanta, Georgia                               3,202                10            3,202                 10
Austin, Texas                                  2,106                 7            2,106                  7
Raleigh, North Carolina                        2,704                 7            2,704                  7
Denver, Colorado                               2,171                 7            2,171                  7
Southeast Florida                              2,520                 7            2,520                  7
Phoenix, Arizona                               2,433                 8            2,433                  8
Los Angeles/Orange County, California          2,481                 6            2,481                  6
San Diego/Inland Empire, California            1,196                 4            1,196                  4
Other                                          4,999                13            4,999                 13

Total Operating Properties                    63,269               182           62,903                181

Properties Under Development
Washington, D.C. Metro                             -                 -              366                  1
Houston, Texas                                   712                 3              712                  3
Austin, Texas                                    348                 1              348                  1

Total Properties Under Development             1,060                 4            1,426                  5

Total Properties                              64,329               186           64,329                186

Less: Joint Venture Properties (1)
Las Vegas, Nevada                              4,047                17            4,047                 17
Houston, Texas (2)                             2,199                 7            2,199                  7
Phoenix, Arizona                                 992                 4              992                  4
Los Angeles/Orange County, California            711                 2              711                  2
Washington, D.C. Metro                           508                 1              508                  1
Dallas, Texas                                    456                 1              456                  1
Austin, Texas                                    601                 2              601                  2
Denver, Colorado                                 320                 1              320                  1
Other                                          3,237                 9            3,237                  9

Total Joint Venture Properties                13,071                44           13,071                 44

Total Properties Owned 100%                   51,258               142           51,258                142

(1) Refer to Note 4, "Investments in Joint Ventures" in the notes to condensed consolidated financial statements for further discussion of our joint venture investments.

(2) Includes Camden Travis Street, a fully-consolidated joint venture, of which we retain a 25% ownership.

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Stabilized Communities
We generally consider a property stabilized once it reaches 90% occupancy.
During the three months ended March 31, 2009, stabilization was achieved at one
recently completed property as follows:

                                  Number of
                                  Apartment        Date of            Date of
        Property and Location       Homes         Completion       Stabilization

        Camden Main & Jamboree
        Irvine, CA                       290             3Q08                1Q09

Partial Sales to Joint Ventures in Continuing Operations In March 2008, we completed a partial sale of Camden Amber Oaks, a development community in Austin, Texas, to the Fund for approximately $8.9 million. No gain or loss was recognized on the sale. Concurrent with the transaction, we invested approximately $1.9 million in the Fund. There were no partial sales during the three months ended March 31, 2009.
Discontinued Operations and Assets Held for Sale We intend to maintain a long-term strategy of managing our invested capital through the selective sale of properties and to utilize the proceeds to reduce our outstanding debt and leverage ratios and fund investments with higher anticipated growth prospects in our markets. Income from discontinued operations includes the operations of properties, including land, sold during the period or classified as held for sale as of March 31, 2009. The components of earnings classified as discontinued operations include separately identifiable property-specific revenues, expenses, depreciation, and interest expense, if any. The gain on the disposal of the properties held for sale is also classified as discontinued operations.
As of March 31, 2009, we had one operating property classified as held for sale, Camden West Oaks, a 671-unit community built in 1982 and located in Houston, Texas.
During the three months ended March 31, 2008, we recognized a gain of $6.1 million from the sale of one operating property to an unaffiliated third party. The sale generated total net proceeds of approximately $10.3 million. There were no sales of operating properties during the three months ended March 31, 2009.
Upon our decision to abandon efforts to develop certain land parcels and to market these parcels for sale, we reclassify the operating expenses associated with these assets to discontinued operations. At March 31, 2009, we had 4.6 acres of undeveloped land parcels classified as held for sale with a net book value of approximately $9.2 million.

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Development and Lease-Up Properties
At March 31, 2009, we had six completed consolidated properties in lease-up as
follows:

                                Number of                                                                     Estimated
($ in millions)                 Apartment                              % Leased at         Date of             Date of
Property and Location             Homes          Cost Incurred           4/26/09          Completion        Stabilization

Camden Potomac Yard
Arlington, VA                          378      $         104.6                87 %              2Q08                 4Q09
Camden Orange Court
Orlando, FL                            261                 45.5                73 %              2Q08                 3Q09
Camden Summerfield
Landover, MD                           291                 62.6                86 %              2Q08                 4Q09
Camden Cedar Hills
Austin, TX                             208                 23.6                95 %              4Q08                 2Q09
Camden Whispering Oaks
Houston, TX                            274                 27.4                87 %              4Q08                 3Q09
Camden Dulles Station
Oak Hill, VA                           366                 72.2                57 %              1Q09                 3Q10

Total                                1,778      $         335.9                80 %

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At March 31, 2009, we had one consolidated property under construction as follows:

                                                                        Included in
                         Number of                                      Properties        Estimated         Estimated
($ in millions)          Apartment       Estimated         Cost            Under           Date of           Date of
Property and Location      Homes           Cost          Incurred       Development      Completion       Stabilization

Camden Travis Street
Houston, TX (1)                 253     $      39.0     $     13.1     $        13.1            1Q10                3Q10

(1) Camden Travis Street is owned in a fully-consolidated joint venture, of which we retain a 25% ownership.

Our condensed consolidated balance sheet at March 31, 2009 included approximately $258.2 million related to properties under development and land. Of this amount, approximately $13.1 million related to projects currently under construction. Additionally, at March 31, 2009, we had approximately $188.9 million invested in land for projects we may begin constructing in the future and $56.2 million invested primarily in land tracts in which future development activities have been put on hold.

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At March 31, 2009, we had investments in non-consolidated joint ventures which were developing the following multi-family communities:
($ in millions)

                                                 Number of                         Total
                                                 Apartment        Estimated         Cost
  Property and Location        Ownership %         Homes            Cost          Incurred

  Completed Communities (1)
  Camden College Park                    30 %            508             N/A     $    127.9
  College Park, MD

  Under Construction
  Braeswood Place (1) (2)                30 %            340     $      48.6     $     46.8
  Houston, TX
  Belle Meade (2)                        30 %            119            33.2           25.0
  Houston, TX
  Camden Amber Oaks (1)                  20 %            348            40.0           33.9
  Austin, TX

  Under Construction Total                               807     $     121.8     $    105.7


  Pre-Development(3)                            Total Acres

  Lakes at 610                           30 %            6.1             N/A     $      6.7
  Houston, TX
  Town Lake                              72 %           25.9             N/A           38.9
  Austin, TX

  Pre-Development Total                                 32.0                     $     45.6

(1) Properties in lease-up as of March 31, 2009.

(2) Properties being developed by joint venture partner.

(3) Properties in pre-development by joint venture partner.

Refer to Note 4, "Investments in Joint Ventures" in the notes to condensed consolidated financial statements for further discussion of our joint venture investments.

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Results of Operations
Changes in revenues and expenses related to our operating properties from period
to period are due primarily to the performance of stabilized properties in the
portfolio, the lease-up of newly constructed properties, acquisitions, and
dispositions. Where appropriate, comparisons of income and expense on
communities included in continuing operations are made on a dollars-per-weighted
average apartment home basis in order to adjust for such changes in the number
of apartment homes owned during each period. Selected weighted averages for the
three months ended March 31, 2009 and 2008 are as follows:

                                                                 Three Months
                                                               Ended March 31,
   (in thousands)                                            2009           2008
   Average monthly property revenue per apartment home     $   1,047      $   1,036
   Annualized total property expenses per apartment
   home                                                    $   4,864      $   4,632
   Weighted average number of operating apartment homes
   owned 100%                                                 50,017         48,756
   Weighted average occupancy of operating apartment
   homes owned 100%                                             93.8 %         93.5 %

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Property-level operating results
The following tables present the property-level revenues and property-level expenses, excluding discontinued operations, for the three months ended March 31, 2009 as compared to the same period in 2008:

                             Apartment             Three Months
                             Homes At            Ended March 31,                    Change
($ in thousands)              3/31/09          2009           2008             $              %
Property revenues
Same store communities           42,670      $ 131,232      $ 131,842      $    (610 )         (0.5 )%
Non-same store
communities                       6,139         19,368         16,834          2,534           15.1
Development and lease-up
communities                       2,031          5,237            488          4,749              *
Dispositions/other                    -          1,195          2,300         (1,105 )        (48.0 )

Total property revenues          50,840      $ 157,032      $ 151,464      $   5,568            3.7 %


Property expenses
Same store communities           42,670      $  50,360      $  47,756      $   2,604            5.5 %
Non-same store
communities                       6,139          6,995          7,112           (117 )         (1.6 )
Development and lease-up
communities                       2,031          2,501            543          1,958              *
Dispositions/other                    -            959          1,049            (90 )         (8.6 )

Total property expenses          50,840      $  60,815      $  56,460      $   4,355            7.7 %

* Not a meaningful percentage.

Same store communities are communities we owned and were stabilized as of January 1, 2008. Non-same store communities are stabilized communities we have acquired, developed or re-developed after January 1, 2008. Development and lease-up communities are non-stabilized communities we have acquired or developed after January 1, 2008.
Same store analysis
Same store property revenues for the three months ended March 31, 2009 decreased $0.6 million, or 0.5%, from the same period in 2008. Same store rental revenues decreased $3.1 million due to a slight decline in average occupancy and a 2.6% decline in average rental rates for our same store portfolio due to, among other factors, the challenges within the multifamily industry as discussed in the Executive Summary. The decrease was partially offset by a $2.5 million increase in other property revenue primarily due to our implementation of Perfect Connection, which provides cable services to our residents, and other utility rebilling programs.
Property expenses from our same store communities increased $2.6 million, or 5.5%, for the three months ended March 31, 2009 as compared to the same period in 2008. The increases in same store property expenses were primarily due to increases in expenses for utilities, primarily due to the implementation of utility rebilling programs discussed above, increases in real estate taxes, primarily due to increases in appraisals and taxation rates, and the amount of property insurance claims. Utilities, real estate taxes, and repairs and maintenance, represent an aggregate of approximately 64% and 63% of total same store property expenses for the three months ended March 31, 2009 and 2008, respectively.

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Non-same store analysis
Property revenues from non-same store and development and lease-up communities increased $7.3 million for the three months ended March 31, 2009 as compared to the same period in 2008. The increases during the periods were primarily due to the completion and lease-up of properties in our re-development and development pipelines. See "Development and Lease-Up Properties" above for additional detail of occupancy at properties in our development pipeline.
Property expenses from non-same store and development and lease-up communities increased $1.8 million for the three months ended March 31, 2009 as compared to the same period in 2008. The increases during the periods were primarily due to the completion and lease-up of properties in our re-development and development pipelines.
Dispositions/other property expenses
Dispositions/other property revenues decreased approximately $1.1 million for the three months ended March 31, 2009 as compared to the same period in 2008. The decrease was primarily related to the partial sale of South Congress to the Fund during the third quarter of 2008.
Dispositions/other property expenses decreased $0.1 million for the three months ended March 31, 2009 as compared to the same period in 2008. The decrease was primarily related to the partial sale of South Congress to the Fund during the third quarter of 2008.

Non-property income
. . .