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 as amended in our Current Report on Form 8-K filed on May 5, 2009. 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.

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 continued challenges the multifamily industry is currently facing. During 2008 and continuing in 2009, a number of factors adversely affecting demand for and rents received by our multifamily communities were intense and pervasive across the United States and the conditions within the multifamily 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, 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 on the multi-family industry have been further magnified by high levels of home foreclosures, liquidity disruptions in the financial markets, continued job losses, and a lack of job growth.
Based on our results, the market conditions discussed above, and our belief these conditions will continue in the near future, we are cautious regarding expected performance and expect a decline in property revenues during the remainder of 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.
We have noted a recent upswing in issuances of debt and equity by REITs. While this may be a positive sign, we are uncertain if this level of activity will increase or continue. During the near term, we plan to continue to primarily focus on strengthening our capital and liquidity position by generating positive cash flows from operations, controlling and reducing overhead costs, selectively disposing of properties when feasible, and reducing outstanding debt and leverage ratios. However, should the current credit crisis and general economic recession continue, we may continue to experience a period of declining revenues. As our average lease term is approximately twelve months, the impact of an economic downturn affects us quickly. The short-term nature of our leases also limits our ability to increase rents and, combined with continuing job losses and decreased household formation in addition to other factors, has resulted in our reducing rents on lease renewals and on leases for new residents.
Also, while the continuation of the current economic environment and capital market disruptions could have a negative impact on us and adversely affect our future results of operations, access to debt from Fannie Mae and Freddie Mac has provided the multifamily sector with a continued liquidity source during 2009. During the second quarter of 2009, we closed a ten-year, 5.12% fixed rate, secured financing transaction with a Fannie Mae lender for $420 million. To further strengthen liquidity and reduce leverage, we completed an equity offering in May 2009, which resulted in our issuing approximately 10.4 million common shares and receiving net proceeds of approximately $272.1 million. We used a portion of the proceeds from these transactions to pay down all amounts outstanding under our revolving line of credit and to repurchase and retire approximately $317.6 million of certain series of secured and unsecured notes maturing between 2010 and 2012 from unrelated third parties, and we expect to use such proceeds in the future to repurchase and retire other debt maturities and for general corporate purposes. During the third quarter of 2009, we also retired approximately $81.9 million of certain unsecured notes from unrelated third parties. At September 30, 2009, we had approximately $81.7 million in cash and cash equivalents, no balances outstanding on our $600 million unsecured line of credit, and we do not have any further debt, except for scheduled principal amortization of $1.0 million, maturing in 2009. Additionally, due to the reduction in our development activities, only approximately $12.9 million remains to be funded for one development project owned by a consolidated joint venture and we expect remaining expenditures to be funded from an existing construction loan.
Subject to market conditions, 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 their committed capital is invested, subject to two one-year extensions, these funds will be our exclusive investment vehicles 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 such as we are currently experiencing. In the long term, we intend to continue focusing on our development pipeline which currently contains six properties in various stages of construction and lease-up. The commencement of future developments has and may continue to be impacted by economic conditions, changing construction costs, and other factors. We do not expect to start any new developments for the remainder of fiscal year 2009.
Property Portfolio
Our multifamily property portfolio, excluding land and joint venture properties which we do not manage, is summarized as follows:

                                               September 30, 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                                  6,289                 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                                   2,454                  8            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                     63,286                183           62,903                181

Properties Under Development
Washington, D.C. Metro                              -                  -              366                  1
Houston, Texas                                    372                  2              712                  3
Austin, Texas                                       -                  -              348                  1

Total Properties Under Development                372                  2            1,426                  5

Total Properties                               63,658                185           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%                    50,587                141           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.

Stabilized Communities
We generally consider a property stabilized once it reaches 90% occupancy at the
beginning of the period. During the nine months ended September 30, 2009,
stabilization was achieved at six properties as follows:

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

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

        Camden Cedar Hills
        Austin, TX                       208             4Q08                2Q09

        Camden Potomac Yard
        Arlington, VA                    378             2Q08                3Q09

        Camden Summerfield
        Landover, MD                     291             2Q08                3Q09

        Camden Whispering Oaks
        Houston, TX                      274             4Q08                3Q09

        Camden College Park
        College Park, MD                 508             3Q08                3Q09

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. The components of earnings classified as discontinued operations include separately identifiable property-specific revenues, expenses, depreciation, and interest expense. Any gain or loss on the disposal of the properties held for sale is also classified as discontinued operations.
As of September 30, 2009, no operating properties were designated as held for sale. During the nine months ended September 30, 2009, we recognized a gain of approximately $16.9 million from the sale of one operating property, containing 671 apartment homes with a net book value of approximately $11.3 million, to an unaffiliated third party. This sale generated total net proceeds of approximately $28.0 million. During the nine months ended September 30, 2008, we recognized gains totaling $80.3 million from the sale of eight operating properties to unaffiliated third parties. These sales generated total net proceeds of approximately $121.7 million.

Development and Lease-Up Properties
At September 30, 2009, we had two 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        10/25/09         Completion       Stabilization

Camden Orange Court
Orlando, FL                     261     $          45.5                93 %           2Q08                4Q09
Camden Dulles Station
Oak Hill, VA                    366                72.3                81 %           1Q09                2Q10

Total                           627     $         117.8                86 %

At September 30, 2009, we had one consolidated property under construction as follows:

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

Camden Travis Street
Houston, TX (1)                 253     $         39.0     $     26.1     $        26.1            1Q10                3Q10

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

Our condensed consolidated balance sheet at September 30, 2009 included approximately $279.6 million related to properties under development and land. Of this amount, approximately $26.1 million related to Camden Travis Street above, approximately $197.2 million was invested in land for projects we may begin constructing in the future, and approximately $56.3 million was invested primarily in land tracts for which future development activities have been put on hold.

At September 30, 2009, we had investments in non-consolidated joint ventures which were developing the following multi-family communities:

                                                   Number of                          Total          % Leased
($ in millions)                                    Apartment          Total            Cost             At
Property and Location           Ownership %          Homes            Budget         Incurred        10/25/09

Completed Communities (1)
Camden Amber Oaks
Austin, TX                                20 %             348             N/A      $     35.2              74 %
Braeswood Place (2)
Houston, TX                               30 %             340             N/A            50.3              52 %

Total Completed Communities                                688                      $     85.5


Under Construction (1)(2)
Belle Meade
Houston, TX                               30 %             119      $     33.2      $     35.0              20 %

Total Under Construction                                   119      $     33.2      $     35.0


                                                  Total Acres
Pre-Development (3)
Lakes at 610
Houston, TX                               30 %             6.1             N/A      $      7.0             N/A
Town Lake
Austin, TX                                72 %            25.9             N/A            40.0             N/A

Total Pre-Development                                     32.0                      $     47.0

(1) Properties in lease-up as of September 30, 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.
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 and nine months ended September 30, 2009 and 2008 are as follows:

                                          Three Months Ended              Nine Months Ended
                                             September 30,                  September 30,
(in thousands)                            2009           2008            2009           2008
Average monthly property revenue
per apartment home                     $    1,035      $   1,072      $    1,042      $   1,055
Annualized total property expenses
per apartment home                     $    5,134      $   5,282      $    5,010      $   4,883
Weighted average number of
operating apartment homes owned
100%                                       50,383         49,560          50,191         49,136
Weighted average occupancy of
operating apartment homes owned
100%                                         93.7 %         94.3 %          94.0 %         93.8 %

Property-level operating results
The following tables present the property-level revenues and property-level expenses, excluding discontinued operations, for the three and nine months ended September 30, 2009 as compared to the same periods in 2008:

                          Apartment               Three Months                                                   Nine Months
                          Homes At            Ended September 30,                   Change                   Ended September 30,                   Change
($ in thousands)           9/30/09            2009            2008             $              %              2009            2008             $              %

Property revenues
Same store
communities                   42,670       $  129,459       $ 135,505       $ (6,046 )        (4.5 )%     $  391,851       $ 401,655       $ (9,804 )        (2.4 )%
Non-same store
communities                    7,290           23,642          21,213          2,429          11.5            70,081          57,366         12,715          22.2
Development and
lease-up communities             880            1,992             805          1,187         147.5             5,238           1,008          4,230         419.6
Dispositions/other                 -            1,281           1,860           (579 )       (31.1 )           3,693           6,345         (2,652 )       (41.8 )

Total property
revenues                      50,840       $  156,374       $ 159,383       $ (3,009 )        (1.9 )%     $  470,863       $ 466,374       $  4,489           1.0 %


Property expenses
Same store
communities                   42,670       $   53,151       $  53,470       $   (319 )        (0.6 )%     $  155,766       $ 150,039       $  5,727           3.8 %
Non-same store
communities                    7,290            9,746           9,179            567           6.2            27,751          24,867          2,884          11.6
Development and
lease-up communities             880              866             501            365          72.9             2,556             961          1,595         166.0
Dispositions/other                 -              902           2,290         (1,388 )       (60.6 )           2,501           4,082         (1,581 )       (38.7 )

Total property
expenses                      50,840       $   64,665       $  65,440       $   (775 )        (1.2 )%     $  188,574       $ 179,949       $  8,625           4.8 %

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 September 30, 2009 decreased approximately $6.0 million, or 4.5%, from the same period in 2008. Same store rental revenues decreased approximately $7.7 million, or 6.5%, due to a 1.2% decline in average occupancy and a 5.8% 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. This decrease was partially offset by an approximate $1.7 million increase in other property revenue due to the continued rollout of Perfect Connection, which provides cable services to our residents, and other utility rebilling programs. Same store property revenues for the nine months ended September 30, 2009 decreased approximately $9.8 million, or 2.4%, from the same period in 2008. Same store rental revenues decreased approximately $16.0 million, or 4.5%, due to a 0.6% decline in average occupancy and a 4.3% 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 approximately $6.2 million increase in other property revenue due to the continued rollout of our implementation of Perfect Connection and other utility rebilling programs.
Property expenses from our same store communities decreased approximately $0.3 million, or 0.6%, for the three months ended September 30, 2009 as compared to the same period in 2008. The decreases in same store property expenses were primarily due to decreases in expenses for property taxes, repairs and maintenance, and marketing and leasing expenses, offset by increased expenses for property insurance and expenses related to our utility rebilling programs discussed above; excluding the expenses associated with our utility rebilling programs, same store property expenses for this period decreased approximately . . .