UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2007

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

CAMDEN PROPERTY TRUST

TEXAS		76-6088377
(State or Other Jurisdiction of		(I.R.S. Employer Identification
Incorporation or Organization)		Number)

3 Greenway Plaza, Suite 1300, Houston, Texas 77046
(Address of Principal Executive Offices) (Zip Code)

(713) 354-2500
(Registrant’s Telephone Number, Including Area Code)

N/A
(Former Name, Former Address and Former Fiscal Year, If Changed Since Last Report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ     No o

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ       Accelerated filer o       Non-accelerated filer o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o       No þ

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

As of July 31, 2007, there were 56,127,983 shares of Common Shares of Beneficial Interest, $0.01 par value, outstanding.

 

 

CAMDEN PROPERTY TRUST
Table of Contents

				Page
PART I		FINANCIAL INFORMATION
Item 1		Financial Statements
		Condensed Consolidated Balance Sheets (Unaudited) as of June 30, 2007 and December 31, 2006			1
		Condensed Consolidated Statements of Operations (Unaudited) for the three and six months ended June 30, 2007 and 2006			2
		Condensed Consolidated Statements of Cash Flows (Unaudited) for the six months ended June 30, 2007 and 2006			3
		Notes to Condensed Consolidated Financial Statements (Unaudited)			5
Item 2		Management’s Discussion and Analysis of Financial Condition and Results of Operations			14
Item 3		Quantitative and Qualitative Disclosures About Market Risk			26
Item 4		Controls and Procedures			26
PART II		OTHER INFORMATION
Item 1		Legal Proceedings			27
Item 1A		Risk Factors			27
Item 2		Unregistered Sales of Equity Securities and Use of Proceeds			27
Item 3		Defaults Upon Senior Securities			27
Item 4		Submission of Matters to a Vote of Security Holders			27
Item 5		Other Information			28
Item 6		Exhibits			28
SIGNATURES					28
		Certification of CEO Pursuant to Rule 13a-14(a)
		Certification of CFO Pursuant to Rule 13a-14(a)
		Certification Pursuant to Section 1350
Certification Pursuant to Rule 13a-14(a) of CEO
Certification Pursuant to Rule 13a-14(a) of CFO
Certification Pursuant to 18 U.S.C. Section 1350

PART I. FINANCIAL INFORMATION

CAMDEN PROPERTY TRUST

		June 30,				December 31,
(In thousands)		2007				2006
ASSETS
Real estate assets, at cost
Land		$	713,084			$	693,312
Buildings and improvements			4,144,075				4,036,286
			4,857,159				4,729,598
Accumulated depreciation			(788,318	)			(762,011	)
Net operating real estate assets			4,068,841				3,967,587
Properties under development, including land			454,617				369,861
Investments in joint ventures			12,722				9,245
Properties held for sale, including land			72,577				32,763
Total real estate assets			4,608,757				4,379,456
Accounts receivable — affiliates			35,341				34,170
Notes receivable
Affiliates			45,560				41,478
Other			11,565				3,855
Other assets, net			136,524				121,336
Cash and cash equivalents			3,058				1,034
Restricted cash			20,053				4,721
Total assets		$	4,860,858			$	4,586,050
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities
Notes payable
Unsecured		$	2,065,175			$	1,759,498
Secured			566,001				571,478
Accounts payable and accrued expenses			128,892				124,834
Accrued real estate taxes			29,785				23,306
Distributions payable			44,982				43,068
Other liabilities			115,547				105,999
Total liabilities			2,950,382				2,628,183
Commitments and contingencies
Minority interests
Perpetual preferred units			97,925				97,925
Common units			105,353				115,280
Other minority interests			10,916				10,306
Total minority interests			214,194				223,511
Shareholders’ equity
Common shares of beneficial interest			654				650
Additional paid-in capital			2,204,525				2,183,622
Distributions in excess of net income			(241,711	)			(213,665	)
Employee notes receivable			(1,976	)			(2,036	)
Treasury shares, at cost			(265,210	)			(234,215	)
Total shareholders’ equity			1,696,282				1,734,356
Total liabilities and shareholders’ equity		$	4,860,858			$	4,586,050

See Notes to Condensed Consolidated Financial Statements.

CAMDEN PROPERTY TRUST

		Three Months								Six Months
		Ended June 30,								Ended June 30,
(In thousands, except per share amounts)		2007				2006				2007				2006
Property revenues
Rental revenues		$	135,343			$	131,740			$	268,495			$	260,837
Other property revenues			16,218				12,905				30,872				24,959
Total property revenues			151,561				144,645				299,367				285,796
Property expenses
Property operating and maintenance			38,926				38,165				77,556				74,835
Real estate taxes			17,127				15,732				33,186				31,580
Total property expenses			56,053				53,897				110,742				106,415
Non-property income
Fee and asset management			2,420				3,120				4,806				5,597
Interest and other income			1,810				3,611				3,372				4,364
Income on deferred compensation plans			4,835				2,331				7,141				2,381
Total non-property income			9,065				9,062				15,319				12,342
Other expenses
Property management			4,800				4,966				9,528				9,192
Fee and asset management			811				3,238				2,431				4,604
General and administrative			7,912				8,036				15,966				15,450
Interest			29,279				31,259				57,069				62,174
Depreciation and amortization			39,311				39,645				78,388				75,108
Amortization of deferred financing costs			906				909				1,819				1,950
Expense on deferred compensation plans			4,835				2,331				7,141				2,381
Total other expenses			87,854				90,384				172,342				170,859
Income from continuing operations before gain on sale of properties, equity in income of joint ventures, minority interests and income taxes			16,719				9,426				31,602				20,864
Gain on sale of properties, including land			—				810				—				1,309
Equity in income of joint ventures			484				569				1,219				2,886
Income allocated to minority interests
Distributions on perpetual preferred units			(1,750	)			(1,750	)			(3,500	)			(3,500	)
Income allocated to common units and other minority interests			(1,343	)			(959	)			(2,130	)			(2,074	)
Income from continuing operations before income taxes			14,110				8,096				27,191				19,485
Income tax expense — current			(316	)			—				(2,221	)			—
Income from continuing operations			13,794				8,096				24,970				19,485
Income from discontinued operations			2,341				3,057				4,472				6,680
Gain on sale of discontinued operations			30,976				23,652				30,976				51,044
Income from discontinued operations allocated to common units			(4,519	)			(223	)			(4,789	)			(1,184	)
Net income		$	42,592			$	34,582			$	55,629			$	76,025
Earnings per share — basic
Income from continuing operations		$	0.23			$	0.15			$	0.43			$	0.35
Income from discontinued operations, including gain on sale			0.49				0.47				0.52				1.03
Net income		$	0.72			$	0.62			$	0.95			$	1.38
Earnings per share — diluted
Income from continuing operations		$	0.23			$	0.14			$	0.42			$	0.35
Income from discontinued operations, including gain on sale			0.48				0.47				0.51				1.01
Net income		$	0.71			$	0.61			$	0.93			$	1.36
Distributions declared per common share		$	0.69			$	0.66			$	1.38			$	1.32
Weighted average number of common shares outstanding			58,894				55,506				58,854				54,901
Weighted average number of common and common dilutive equivalent shares outstanding			59,929				56,683				59,961				56,083

See Notes to Condensed Consolidated Financial Statements.

CAMDEN PROPERTY TRUST

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

		Six Months
		Ended June 30,
(in thousands)		2007				2006
Cash flows from operating activities
Net income		$	55,629			$	76,025
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization, including discontinued operations			80,417				78,641
Amortization of deferred financing costs			1,822				1,956
Equity in income of joint ventures			(1,219	)			(2,886	)
Distributions of income from joint ventures			2,541				—
Gain on sale of properties, including land			—				(1,309	)
Gain on sale of discontinued operations			(30,976	)			(51,044	)
Income allocated to common units and other minority interests			6,919				3,258
Accretion of discount on unsecured notes payable			311				358
Amortization of share-based compensation			3,438				3,990
Interest on employee notes receivable			(52	)			(31	)
Net change in operating accounts			(8,420	)			7,050
Net cash provided by operating activities			110,410				116,008
Cash flows from investing activities
Increase in real estate assets			(314,392	)			(252,398	)
Proceeds from sales of properties, including land and discontinued operations			48,679				91,394
Proceeds from sales of assets to joint ventures			—				7,813
Distributions of investment from joint ventures			1,803				8,319
Investment in joint ventures			(5,377	)			(308	)
Issuance of notes receivable — other			(8,710	)			—
Payments received on notes receivable — other			1,000				4,055
Issuance of notes receivable — affiliates			(4,082	)			(23,464	)
Earnest money deposits on potential transactions			(954	)			(2,105	)
Payment of merger related liabilities			—				(5,125	)
Change in restricted cash			(13,856	)			(105	)
Increase in non-real estate assets and other			(3,998	)			(1,423	)
Net cash used in investing activities			(299,887	)			(173,347	)

See Notes to Condensed Consolidated Financial Statements.

CAMDEN PROPERTY TRUST
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

		Six Months
		Ended June 30,
(in thousands)		2007				2006
Cash flows from financing activities
Net increase in unsecured line of credit and short-term borrowings		$	158,000			$	10,000
Proceeds from notes payable			298,950				—
Repayment of notes payable			(157,061	)			(82,164	)
Proceeds from issuance of common shares			—				255,131
Distributions to shareholders and minority interests			(88,240	)			(79,547	)
Repurchase of common shares and units			(20,102	)			(113	)
Net (increase) decrease in accounts receivable — affiliates			(956	)			962
Common share options exercised			3,432				2,658
Repayment of employee receivable			112				74
Payment of deferred financing costs			(3,551	)			(2,466	)
Other			917				928
Net cash provided by financing activities			191,501				105,463
Net increase in cash and cash equivalents			2,024				48,124
Cash and cash equivalents, beginning of period			1,034				1,576
Cash and cash equivalents, end of period		$	3,058			$	49,700
Supplemental information
Cash paid for interest, net of interest capitalized		$	51,822			$	63,945
Cash paid for income taxes			2,570				—
Supplemental schedule of noncash investing and financing activities
Acquisition of Summit Properties, Inc:
Fair value of assets acquired		$	—			$	1,881
Liabilities assumed			—				1,881
Value of shares issued under benefit plans			16,117				16,376
Cancellation of notes receivable – affiliate in connection with property acquisition			—				12,053
Distributions declared but not paid			45,139				43,031
Conversion of operating partnership units to common shares			11,638				5,650
Minority interests issued in connection with real estate contribution			532				—
Increase in payables associated with the repurchase of common shares			11,104				—
Contribution of real estate assets to joint ventures			—				3,173
(Increase) decrease in liabilities in connection with property transactions, net			(300	)			650
Common units issued in connection with joint venture transaction			—				1,900

See Notes to Condensed Consolidated Financial Statements.

CAMDEN PROPERTY TRUST

1. Description of Business

     Business. Formed on May 25, 1993, Camden Property Trust, a Texas real estate investment trust (“REIT”), is engaged in the ownership, development, construction and management of multifamily apartment communities. Our multifamily apartment communities are referred to as “communities,” “multifamily communities,” “properties,” or “multifamily properties” in the following discussion. As of June 30, 2007, we owned interests in, operated or were developing 198 multifamily properties comprising 67,973 apartment homes located in 13 states, which includes nine communities with 2,515 apartment homes classified as held for sale. We had 3,782 apartment homes under development at 12 of our multifamily properties, including 1,528 apartment homes at five multifamily properties owned through joint ventures, and several sites we intend to develop into multifamily apartment communities.

2. Summary of Significant Accounting Policies

     Principles of Consolidation. The condensed consolidated financial statements include our assets, liabilities and operations and those of our wholly-owned subsidiaries and partnerships. We also assess whether consolidation of any entity in which we have an equity interest is necessary based on applicable accounting guidance. Any entities that do not meet the criteria for consolidation, but where we exercise significant influence are accounted for using the equity method. Any entities that do not meet the criteria for consolidation and where we do not exercise significant influence are accounted for using the cost method. All significant intercompany accounts and transactions have been eliminated in consolidation.

     Interim Financial Reporting. We have prepared these financial statements in accordance with Accounting Principles Generally Accepted in the United States of America (“GAAP”) for interim financial statements and the applicable rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all information and footnote disclosures normally included for complete financial statements. While we believe the disclosures presented are adequate for interim reporting, these interim financial statements should be read in conjunction with the financial statements and notes included in our 2006 Form 10-K. In the opinion of management, all adjustments and eliminations, consisting of normal recurring adjustments, necessary for a fair representation of our financial condition have been included. Operating results for the three and six months ended June 30, 2007 are not necessarily indicative of the results that may be expected for the full year.

     Use of Estimates. The preparation of our financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, results of operations during the reporting periods and related disclosures. Our more significant estimates relate to determining the allocation of the purchase price of our acquisitions, estimates supporting our impairment analysis related to the carrying value of our real estate assets, estimates of the useful lives of our assets, reserves related to co-insurance requirements under our property, general liability and employee benefit insurance programs and estimates of expected losses of variable interest entities. Future events rarely develop exactly as forecast, and the best estimates routinely require adjustment.

     Reportable Segments. Our multifamily communities are geographically diversified throughout the United States and management evaluates operating performance on an individual property level. However, as each of our apartment communities has similar economic characteristics, residents, and products and services, our apartment communities have been aggregated into one reportable segment with activities related to the ownership, development, construction and management of multifamily communities. Our multifamily communities generate rental revenue and other income through the leasing of apartment homes, which comprised 96% of our total consolidated revenues for the six months ended June 30, 2007 and 2006.

     Real Estate Assets, at Cost. Real estate assets are carried at cost plus capitalized carrying charges. Carrying charges, principally interest and real estate taxes, of land under development and buildings under construction are capitalized as part of properties under development subject to impairment consideration. Expenditures directly related to the development, acquisition and improvement of real estate assets, excluding internal costs relating to acquisitions of operating properties, are capitalized at cost as land, buildings and improvements. Indirect development costs, including salaries and benefits and other related costs that are clearly attributable to the development of properties, are also capitalized. All construction and carrying costs are capitalized and reported on the balance sheet in properties under development until the apartment homes are substantially completed. Upon completion of the apartment homes, the total cost for the apartment homes and the associated land is transferred to buildings and improvements and land, respectively, and the assets are depreciated over their estimated useful lives using the straight-line method of depreciation.

     Upon the acquisition of real estate, we allocate the purchase price between tangible and intangible assets, which includes land, buildings, furniture and fixtures, the value of in-place leases, including above and below market leases, and acquired liabilities. When allocating the purchase price to acquired properties, we allocate costs to the estimated intangible value of in-place leases and above or below market leases and to the estimated fair value of furniture and fixtures, land and buildings on a value determined by assuming the property was vacant by applying methods similar to those used by independent appraisers of income-producing property. Depreciation and amortization is computed

on a straight-line basis over the remaining useful lives of the related assets. The value of in-place leases and above or below market leases is amortized over the estimated average remaining life of leases in-place at the time of acquisition. Estimates of fair value of acquired debt are based upon interest rates available for the issuance of debt with similar terms and remaining maturities.

     Depreciation and amortization is computed over the expected useful lives of depreciable property on a straight-line basis as follows:

		Estimated
		Useful Life
Buildings and improvements		5-35 years
Furniture, fixtures, equipment and other		3-20 years
Intangible assets (in-place leases and above and below market leases)		6-13 months

     As discussed above, carrying charges are principally interest and real estate taxes capitalized as part of properties under development. Capitalized interest was $5.4 million and $10.5 million for the three and six months ended June 30, 2007, respectively, and $5.5 million and $10.7 million for the three and six months ended June 30, 2006, respectively. Capitalized real estate taxes were $1.2 million and $1.9 million for the three and six months ended June 30, 2007, respectively, and $0.9 million and $1.6 million for the three and six months ended June 30, 2006, respectively. All operating expenses associated with completed apartment homes are expensed.

     Costs recorded as repair and maintenance includes all costs which do not alter the primary use, extend the expected useful life or improve the safety or efficiency of the related asset. Our largest repair and maintenance expenditures relate to landscaping, interior painting and floor coverings. Property operating and maintenance expense and income from discontinued operations included repair and maintenance expenses totaling $11.1 million and $21.4 million for the three and six months ended June 30, 2007, respectively, and $10.3 million and $19.6 million for the three and six months ended June 30, 2006, respectively.

     Capital expenditures totaled $44.3 million and $23.2 million during the six months ended June 30, 2007 and 2006, respectively. Included in the $44.3 million for the six months ended June 30, 2007 is $25.3 million of non-recurring capital improvements on renovation and rehabilitation projects at certain of our multifamily properties.

     Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge equal to the difference between the carrying value and the estimated fair value is recognized.

     Recent Accounting Pronouncements. In June 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation No. (“FIN”) 48, “Accounting for Uncertainty in Income Taxes — an Interpretation of FASB Statement No. 109.” FIN 48 prescribes a two-step process for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. The first step involves evaluation of a tax position to determine whether it is more likely than not the position will be sustained upon examination, based on the technical merits of the position. The second step involves measuring the benefit to recognize in the financial statements for those tax positions that meet the more-likely-than-not recognition threshold.

     We adopted FIN 48 as of January 1, 2007. If various tax positions related to certain real estate dispositions are not sustained upon examination, we would be required to pay a deficiency dividend and associated interest for prior years. We have decreased distributions in excess of net income as of January 1, 2007 for the adoption impact of FIN 48 by approximately $2.5 million and have recorded interest expense of approximately $0.3 million and $0.6 million for the three and six months ended June 30, 2007, respectively, for the interest related to the deficiency dividend for these transactions. Our period of uncertainty with respect to these real estate dispositions will expire within the next twelve months, at which time we would reverse the recorded liability to current period operations. We have no unrecognized tax benefits.

     In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements.” SFAS No. 157 defines fair value, establishes a framework for measuring fair value in GAAP and expands disclosures about fair value measurements. The statement does not require new fair value measurements, but is applied to the extent other accounting pronouncements require or permit fair value measurements. The statement emphasizes fair value as a market-based measurement which should be determined based on assumptions market participants would use in pricing an asset or liability. We will be required to disclose the extent to which fair value is used to measure assets and liabilities, the inputs used to develop the measurements, and the effect of certain of the measurements on earnings (or changes in net assets) for the period. This statement is effective for fiscal years beginning after November 15, 2007. We are currently evaluating what impact, if any, our adoption of SFAS No. 157 will have on our financial statements.

     In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities,” which gives entities the option to measure eligible financial assets, financial liabilities and firm commitments at fair value on an instrument-by-instrument basis (i.e., the fair value option), which are otherwise not permitted to be accounted for at fair value under other accounting standards. The election to use the fair value option is available when an entity first recognizes a financial asset or financial liability or upon entering into a firm commitment. Subsequent changes in fair value must be recorded in earnings. Additionally, SFAS No. 159 allows for a one-time election for existing positions upon adoption, with the transition adjustment recorded to beginning retained earnings. This statement is effective for fiscal

years beginning after November 15, 2007. We have not yet determined whether we will elect the fair value option for any of our financial instruments.

     Reclassifications. Certain reclassifications have been made to amounts in prior period financial statements to conform to current period presentations. We reclassified nine properties previously included in continuing operations to discontinued operations during the quarter ended June 30, 2007. Please see further discussion of assets held for sale in Note 4 – “Property Acquisitions, Dispositions and Assets Held for Sale.”

3. Per Share Data

     Basic earnings per share are computed using income from continuing operations and the weighted average number of common shares outstanding. Diluted earnings per share reflect common shares issuable from the assumed conversion of common share options and awards granted and units convertible into common shares. Only those items that have a dilutive impact on our basic earnings per share are included in diluted earnings per share. For the six months ended June 30, 2007 and 2006, 3.0 million and 3.5 million units convertible into common shares were excluded from the diluted earnings per share calculation as they were not dilutive. For the three months ended June 30, 2007 and 2006, 3.0 million and 3.4 million units convertible into common shares were excluded from the diluted earnings per share calculation as they were not dilutive.

     The following table presents information necessary to calculate basic and diluted earnings per share for the three and six months ended June 30, 2007 and 2006:

		Three Months								Six Months
		Ended June 30,								Ended June 30,
(in thousands)		2007				2006				2007				2006
Basic earnings per share calculation
Income from continuing operations		$	13,794			$	8,096			$	24,970			$	19,485
Income from discontinued operations, including gain on sale			28,798				26,486				30,659				56,540
Net income		$	42,592			$	34,582			$	55,629			$	76,025
Diluted earnings per share calculation
Income from continuing operations		$	13,794			$	8,096			$	24,970			$	19,485
Income allocated to common units			6				5				9				10
Income from continuing operations, as adjusted			13,800				8,101				24,979				19,495
Income from discontinued operations, including gain on sale			28,798				26,486				30,659				56,540
Net income, as adjusted		$	42,598			$	34,587			$	55,638			$	76,035
Weighted average common shares outstanding			58,894				55,506				58,854				54,901
Incremental shares issuable from assumed conversion of:
Common share options and awards granted			527				669				599				666
Common units			508				508				508				516
Weighted average common shares outstanding, as adjusted			59,929				56,683				59,961				56,083

     In April 2007, our Board of Trust Managers approved a program to repurchase up to $250 million of our common equity securities through open market purchases, block purchases, and privately negotiated transactions. We intend to use the proceeds from asset sales and borrowings under our secured line of credit to fund any share repurchases. Under this share repurchase program, we repurchased 459,000 shares for a total of $31.1 million through June 30, 2007.

4. Property Acquisitions, Dispositions and Assets Held for Sale

     Acquisitions. During April 2007, we acquired Camden South Congress, a 253-apartment home community located in Austin, Texas for $42.8 million and during June 2007, we acquired Camden Royal Palms, a 352-apartment home community located in Tampa, Florida for $41.1 million. Both properties were purchased using proceeds from our unsecured line of credit. The purchase prices of these properties were allocated to the tangible and intangible assets and liabilities acquired based on their estimated fair values at the date of acquisition. Due to the timing of the Camden Royal Palms acquisition, the purchase price allocation is still being evaluated.

     Discontinued Operations and Assets Held for Sale. For the three and six months ended June 30, 2007 and 2006, income from discontinued operations included the results of operations for twelve operating properties, containing 3,445 apartment homes, classified as held for sale, which included three operating properties sold during 2007. For the three and six months ended June 30, 2006, income from discontinued

operations also included the results of operations of eight operating properties sold during 2006. As of June 30, 2007, the nine operating properties held for sale had a net book value of $57.7 million.

     The following is a summary of income from discontinued operations for the three and six months ended June 30, 2007 and 2006:

		Three Months								Six Months
		Ended June 30,								Ended June 30,
(in thousands)		2007				2006				2007				2006
Property revenues		$	6,392			$	9,631			$	13,068			$	20,893
Property expenses			3,147				4,857				6,327				10,432
Net operating income			3,245				4,774				6,741				10,461
Interest			118				121				236				242
Depreciation and amortization			786				1,596				2,033				3,539
Income from discontinued operations		$	2,341			$	3,057			$	4,472			$	6,680

     During the six months ended June 30, 2007, we recognized gains of $31.0 million from the sale of three operating properties, containing 930 apartment homes, to unaffiliated third parties. These sales generated net proceeds of approximately $48.7 million. Our restricted cash balance as of June 30, 2007 included $12.5 million in proceeds held with a qualified intermediary for use in a like-kind exchange. During the six months ended June 30, 2006, we recognized gains of $51.0 million from the sale of five operating properties, containing 1,781 apartment homes, to unaffiliated third parties. These sales generated net proceeds of approximately $87.8 million.

     At June 30, 2007, we had 5.7 acres of undeveloped land located in Southeast Florida and Dallas, with a net book value of $14.9 million, classified as held for sale.

5. Investments in Joint Ventures

     The joint ventures described below are accounted for using the equity method. These joint ventures have been funded with secured, third-party debt. We have guaranteed the repayment of the construction loans of four of our development joint ventures in an amount equal to our proportionate equity in the related joint venture. Additionally, we eliminate fee income from property management services to the extent of our ownership.

     Our contributions of real estate assets to joint ventures at formation where we receive cash are treated as partial sales and, as a result, the amounts recorded as gain on sale of assets to joint ventures represent the change in ownership of the underlying assets. Our initial investment is determined based on our ownership percentage in the net book value of the underlying assets on the date of the transaction.

     As of June 30, 2007, our equity investments in unconsolidated joint ventures accounted for under the equity method of accounting consisted of:

	•		A 20% interest in 12 apartment communities containing 4,034 apartment homes located in the Las Vegas, Phoenix, Houston, Dallas and Orange County, California markets. We are providing property management services to the joint ventures and fees earned for these services totaled $0.3 million and $0.6 million for the three and six months ended June 30, 2007, respectively, and $0.3 million and $0.5 million for the three and six months ended June 30, 2006, respectively. At June 30, 2007, the joint ventures had total assets of $383.7 million and had third-party secured debt totaling $272.6 million.
	•		A 15% interest in G&I V Midwest Residential LLC to which we sold nine apartment communities containing 3,237 apartment homes located in Kentucky and Missouri in September 2006. We are providing property management services to the joint venture, and fees earned for these services totaled $0.2 million and $0.4 million during the three and six months ended June 30, 2007, respectively. At June 30, 2007, the joint venture had total assets of $239.4 million and had third-party secured debt totaling $169.0 million.
	•		A 20% interest in Sierra-Nevada Multifamily Investments, LLC (“Sierra-Nevada”), which owns 14 apartment communities with 3,098 apartment homes located in Las Vegas. We are providing property management services to Sierra-Nevada and fees earned for these services totaled $0.2 million and $0.5 million for the three and six months ended June 30, 2007 and 2006, respectively. At June 30, 2007, Sierra-Nevada had total assets of $133.2 million and third-party secured debt totaling $179.9 million.
	•		A 50% interest in Denver West Apartments, LLC (“Denver West”), which owns Camden Denver West, a 320-apartment home community located in Denver, Colorado. We are providing property management services to Denver West and fees earned for these services totaled $20,000 and $40,000 for the three and six months ended June 30, 2007, respectively, and $19,000 and $39,000 for the three and six months ended June 30, 2006, respectively. At June 30, 2007, Denver West had total assets of $21.5 million and third-party secured debt totaling $16.9 million.

	•		A 30% interest in Camden Plaza, LP to which we sold undeveloped land located in Houston, Texas in January 2006. The joint venture is developing a 271-apartment home community at a total estimated cost of $42.9 million. We are providing construction and development services to this joint venture and received fees for such services which totaled $0.3 million and $0.6 million for the three and six months ended June 30, 2007, respectively, and $0.2 million and $0.5 million for the three and six months ended June 30, 2006, respectively. Concurrent with this transaction, we provided a $6.4 million mezzanine loan to the joint venture which had a balance of $7.9 million at June 30, 2007, and is reported as “Notes receivable — affiliates” as discussed in Note 8, “Notes Receivable.” At June 30, 2007, the joint venture had total assets of $40.7 million and had third-party secured debt totaling $28.1 million.
	•		A 30% interest in Camden Main & Jamboree, LP to which we contributed $1.4 million in cash and $1.9 million in Camden Operating Series B common units in March 2006. The joint venture purchased Camden Main & Jamboree, a 290-apartment home community located in Irvine, California, which is currently under development and has a total estimated cost of $107.1 million as of June 30, 2007. We provided construction management services to this joint venture and received fees for such services which totaled $0.6 million and $0.8 million for the three and six months ended June 30, 2006, respectively. Concurrent with this transaction, we provided a mezzanine loan totaling $15.8 million to the joint venture, which had a balance of $19.0 million at June 30, 2007, and is reported as “Notes receivable — affiliates” as discussed in Note 8, “Notes Receivable.” At June 30, 2007, the joint venture had total assets of $105.1 million and had third-party secured debt totaling $74.4 million.
	•		A 30% interest in Camden College Park, LP to which we sold undeveloped land located in College Park, Maryland in August 2006. The joint venture is developing a 508-apartment home community and has a total estimated cost of $139.9 million as of June 30, 2007. We are providing construction and development services to this joint venture and received fees for such services which totaled $0.8 million and $1.4 million for the three and six months ended June 30, 2007, respectively. Concurrent with this transaction, we provided a mezzanine loan totaling $6.7 million to the joint venture, which had a balance of $7.6 million at June 30, 2007, and is reported as “Notes receivable — affiliates” as discussed in Note 8, “Notes Receivable.” At June 30, 2007, the joint venture had total assets of $102.7 million and had third-party secured debt totaling $81.0 million.
	•		A 30% interest in two development joint ventures to which we contributed an aggregate of $2.3 million in cash in 2006. Each joint venture is developing a multifamily community located in Houston, Texas. One project has 340 apartment homes and a total estimated cost of $48.0 million, and the other project has 119 apartment homes and a total estimated cost of $30.0 million. Concurrent with this transaction, we provided mezzanine loans totaling $9.3 million to the joint ventures, which had a balance totaling $11.1 million at June 30, 2007, and are reported as “Notes receivable — affiliates” as discussed in Note 8, “Notes Receivable.” We are committed to funding an additional $7.8 million under the mezzanine loans. At June 30, 2007, the joint ventures had total assets of $21.7 million and had third-party secured debt totaling $2.0 million.
	•		A 72% limited partner interest in GrayCo Town Lake Investment 2007 LP to which we contributed $5.4 million in cash. Our venture partner, an unrelated third party, contributed $2.1 million in exchange for a 28% interest. Our venture partner’s interest is comprised of a 0.01% general partner interest and a 27.99% limited partner interest. The venture has purchased approximately 18 acres in Austin, Texas and intends to develop the acreage into multifamily apartment homes. At June 30, 2007, the joint venture had total assets of $22.9 million and third-party secured debt totaling $15.1 million.

6. Other Minority Interests

     During the second quarter of 2007, we entered into a joint venture transaction where we received a 25% interest in CPT Development (Travis) LP in exchange for a contribution of $2.2 million in cash. Our ownership consists of a 0.1% general partner interest and a 24.9% limited partner interest. Our venture partner, an unrelated third party, contributed 3.1 acres of land in Houston in exchange for a 75% limited partner interest. The venture intends to develop the acreage into a multifamily community. As we are the general partner and our presumption of control has not been overcome based on rights granted to the limited partners, we are consolidating this venture, and at June 30, 2007, the joint venture had total assets of $2.5 million.

7. Third-party Construction Services

     At June 30, 2007, we were under contract on third-party construction projects ranging from $2.5 million to $20.8 million. We earn fees on these projects ranging from 3.4% to 9.3% of the total contracted construction cost, which we recognize as earned. Fees earned from third-party construction projects totaled $0.3 million and $0.7 million for the three and six months ended June 30, 2007, respectively, and $1.3 million and $1.9 million for the three and six months ended June 30, 2006, respectively, and are included in “Fee and asset management income” in our condensed consolidated statements of operations. We recorded warranty and repair related costs on third-party construction projects of $17,000 and $0.7 million for the three and six months ended June 30, 2007, respectively, and $2.2 million and $2.5 million for the three and six months

ended June 30, 2006, respectively. These costs are first applied against revenues earned on each project and any excess is included in “Fee and asset management expenses” in our condensed consolidated statements of operations.

8. Notes Receivable

     We have a mezzanine financing program under which we provide secured financing to owners of real estate properties. As of June 30, 2007, we had $11.6 million of secured notes receivable due from unrelated third parties. These notes, which mature through 2009, accrue interest at rates ranging from the London Interbank Offered Rate (“LIBOR”) + 2% to 9.25% per annum, which is recognized as earned. We have reviewed the terms and conditions underlying the outstanding notes receivable and believe these notes are collectible, and no impairment existed at June 30, 2007. Notes receivable outstanding as of December 31, 2006 totaled $3.9 million.

     We provided mezzanine construction financing in connection with certain of our joint venture transactions as discussed in Note 5, “Investments in Joint Ventures.” As of June 30, 2007 and December 31, 2006, the balance of “Notes receivable — affiliates” totaled $45.6 million and $41.5 million, respectively. The notes outstanding as of June 30, 2007 accrue interest at rates ranging from LIBOR + 3% to 14% per year and mature through 2010. Additionally, we eliminate interest and other income to the extent of our ownership.

9. Notes Payable

     The following is a summary of our indebtedness:

		June 30,				December			31,
(in millions)		2007				2006
Unsecured line of credit and short-term borrowings		$	364.0			$	206.0
Senior unsecured notes
$50.0 million 4.30% Notes, due 2007			50.3				51.0
$150.0 million 5.98% Notes, due 2007			—				149.9
$100.0 million 4.74% Notes, due 2009			99.9				99.9
$250.0 million 4.39% Notes, due 2010			249.9				249.9
$100.0 million 6.77% Notes, due 2010			99.9				99.9
$150.0 million 7.69% Notes, due 2011			149.7				149.7
$200.0 million 5.93% Notes, due 2012			199.5				199.4
$200.0 million 5.45% Notes, due 2013			199.2				199.1
$250.0 million 5.08% Notes, due 2015			248.7				248.6
$300.0 million 5.75% Notes, due 2017			299.0				—
			1,596.1				1,447.4
Medium-term notes
$15.0 million 7.63% Notes, due 2009			15.0				15.0
$25.0 million 4.64% Notes, due 2009			26.2				26.6
$10.0 million 4.90% Notes, due 2010			11.0				11.2
$14.5 million 6.79% Notes, due 2010			14.5				14.5
$35.0 million 4.99% Notes, due 2011			38.4				38.8
			105.1				106.1
Total unsecured notes			2,065.2				1,759.5
Secured notes
4.55% - 8.50% Conventional Mortgage Notes, due 2007 — 2013			501.4				506.4
4.24% - 7.29% Tax-exempt Mortgage Notes, due 2025 - 2028			64.6				65.1
			566.0				571.5
Total notes payable		$	2,631.2			$	2,331.0
Floating rate debt included in unsecured line of credit (5.50% - 5.76%)		$	364.0			$	206.0
Floating rate tax-exempt debt included in secured notes (4.24% - 5.11%)			58.1				58.6

     We have a $600 million unsecured credit facility which matures in January 2010. The scheduled interest rate is based on spreads over LIBOR or the Prime Rate and the scheduled interest rate spreads are subject to change as our credit ratings change. Advances under the line of credit may be priced at the scheduled rates, or we may enter into bid rate loans with participating banks at rates below the scheduled rates. These bid rate loans have terms of six months or less and may not exceed the lesser of $300 million or the remaining amount available under

the line of credit. The line of credit is subject to customary financial covenants and limitations, all of which we were in compliance with at June 30, 2007.

     Our line of credit provides us with the ability to issue up to $100 million in letters of credit. While our issuance of letters of credit does not increase our borrowings outstanding under our line, it does reduce the amount available. At June 30, 2007, we had outstanding letters of credit totaling $20.6 million, and had $215.4 million available under our unsecured line of credit.

     On May 4, 2007, we issued $300 million in senior unsecured notes from our previously filed universal shelf registration statement. The public offering price of the notes was $299.0 million, and we received net proceeds of $297.0 million, after underwriter fees of $2.0 million. The notes bear interest at 5.7% beginning May 4, 2007, and interest is payable each May 15 and November 15, beginning November 15, 2007. The entire principal amount of the notes is due on May 15, 2017. The notes are redeemable at any time at our option, in whole or in part, at a redemption price equal to the principal amount and accrued interest of the notes being redeemed, plus a make-whole provision. This provision is consistent with all our previously issued unsecured note offerings.

     At June 30, 2007 and 2006, the weighted average interest rate on our floating rate debt, which includes our unsecured line of credit, was 5.5% and 5.3%, respectively.

     Our indebtedness, excluding our unsecured line of credit, had a weighted average maturity of 5.3 years. Scheduled repayments on outstanding debt, including our line of credit, and the weighted average interest rate at June 30, 2007 are as follows:

						Weighted
						Average
( In millions )						Interest
Year ending December 31,		Amount				Rate
2007		$	63.1				4.7	%
2008			200.6				4.8
2009			198.1				5.0
2010			816.7				5.3
2011			248.3				6.5
2012 and thereafter			1,104.4				5.5
Total		$	2,631.2				5.4	%

10. Related Party Transactions

     We perform property management services for certain properties owned by joint ventures in which we own an interest. Management fees earned on these properties amounted to $0.8 million and $1.5 million during the three and six months ended June 30, 2007, respectively, and $0.6 million and $1.1 million during the three and six months ended June 30, 2006, respectively. See further discussion of fees earned from joint ventures for construction management and development services in Note 5, “Investments in Joint Ventures.”

     In conjunction with our merger with Summit Properties, Inc., we acquired employee notes receivable from former employees of Summit. At June 30, 2007, the notes receivable had an outstanding balance of $2.0 million, and were 100% secured by Camden common shares.

11. Share-based Compensation

     Share Awards. Share awards have a vesting period of five years. The compensation cost for share awards is based on the market value of the shares on the date of grant and is amortized over the vesting period. To determine our estimated future forfeitures, we used actual forfeiture history. At June 30, 2007, the unamortized value of share awards totaled $27.2 million.

     Valuation Assumptions. The weighted average fair value of options granted in 2007 was $11.04. We calculated the fair value of each option award on the date of grant using the Black-Scholes option pricing model. The following assumptions were used for options granted during 2007:

Expected volatility			17.1	%
Risk-free interest rate			4.6	%
Expected dividend yield			3.7	%
Expected life (in years)			6

     Our computation of expected volatility for 2007 is based on the historical volatility of our common shares over a time period equal to the expected term of the option and ending on the grant date. The interest rate for periods within the contractual life of the award is based on the U.S. Treasury yield curve in effect at the time of grant. The expected dividend yield on our common shares is calculated using the annual

dividends paid in the prior year. Our computation of expected life was determined using historical experience of similar awards, giving consideration to the contractual terms of the share-based awards.

     Share-based Compensation Award Activity. The total intrinsic value of options exercised during the six months ended June 30, 2007 was $2.7 million. As of June 30, 2007, there was approximately $0.2 million of total unrecognized compensation cost related to unvested options, which is expected to be amortized over the next twelve months.

     The following table summarizes share options outstanding and exercisable at June 30, 2007:

		Outstanding Options								Exercisable Options
Range of						Weighted								Weighted				Remaining
Exercise						Average								Average				Contractual
Prices		Number				Price				Number				Price				Life
$24.88-$41.90			337,992			$	35.70				337,992			$	35.70				4.4
$42.90-$43.90			355,486				42.98				355,486				42.98				6.5
$44.00-$73.32			466,360				49.49				399,694				50.15				6.3
Total options			1,159,838			$	43.48				1,093,172			$	43.35				5.8

     The following table summarizes activity under our 1993 and 2002 Share Incentive Plans for the six months ended June 30, 2007:

										Weighted
						Weighted				Average
						Average				Remaining
		Options /				Exercise /				Contractual				Aggregate
		Share Awards				Grant				Term				Intrinsic
		Outstanding				Price				(in years)				Value (1)
Outstanding at January 1, 2007			3,452,711			$	38.25
Granted			248,936				77.58
Exercised			(114,037	)			37.80
Forfeited			(59,262	)			59.61
Outstanding at June 30, 2007			3,528,348			$	40.44				5.8			$	93,607,072
Vested share awards			1,831,314			$	34.19

12. Net Change in Operating Accounts

     The effect of changes in the operating accounts on cash flows from operating activities is as follows:

		Six Months
		Ended June 30,
(in thousands)		2007				2006
Decrease (increase) in assets:
Other assets, net		$	(2,376	)		$	(7,742	)
Increase (decrease) in liabilities:
Accounts payable and accrued expenses			(10,410	)			(2,644	)
Accrued real estate taxes			6,356				5,699
Distributions payable			3,980				3,957
Other liabilities			(5,970	)			7,780
Change in operating accounts		$	(8,420	)		$	7,050

13. Commitments and Contingencies

     Construction Contracts. As of June 30, 2007, we were obligated for approximately $94.6 million of additional expenditures on our recently completed projects and those currently under development. We expect to fund a substantial portion of this amount with our unsecured line of credit.

     Summit Merger Contingencies. On December 19, 2003, Camden Summit Partnership received notice of a demand for arbitration asserted by Bermello, Ajamil & Partners, Inc. (“Bermello”) against Coral Way, LLC for unpaid architectural fees. In this demand, Bermello alleged they were entitled to an increased architectural fee as a result of an increase in the cost of the project. Camden Summit Partnership asserted a

counter-claim against Bermello for damages related to the cost to correct certain structural and other design defects, and delay damages. On October 31, 2006, the parties entered into a settlement of Bermello’s claims for unpaid architectural fees and its claims were dismissed. On February 22, 2007, the parties entered into a settlement of Camden Summit Partnership’s counter-claims for damages and its claims were released.

     Other Contingencies. In the ordinary course of our business, we issue letters of intent indicating a willingness to negotiate for acquisitions, dispositions or joint ventures and also enter into arrangements contemplating various transactions. Such letters of intent and other arrangements are non-binding, and neither party is obligated to pursue negotiations unless and until a definitive contract is entered into by the parties. Even if definitive contracts are entered into, the letters of intent relating to the purchase and sale of real property and resulting contracts generally contemplate such contracts will provide the purchaser with time to evaluate the property and conduct due diligence, during which periods the purchaser will have the ability to terminate the contracts without penalty or forfeiture of any deposit or earnest money. There can be no assurance definitive contracts will be entered into with respect to any matter covered by letters of intent or we will consummate any transaction contemplated by any definitive contract. Furthermore, due diligence periods for real property are frequently extended as needed. An acquisition or sale of real property becomes probable at the time the due diligence period expires and the definitive contract has not been terminated. We are then at risk under a real property acquisition contract, but only to the extent of any earnest money deposits associated with the contract, and are obligated to sell under a real property sales contract.

     We are currently in the due diligence period for certain acquisitions and dispositions and other various transactions. No assurance can be made we will be able to complete the negotiations or become satisfied with the outcome of the due diligence or otherwise complete the proposed transactions.

     We are subject to various legal proceedings and claims that arise in the ordinary course of business. These matters are generally covered by insurance. While the resolution of these matters cannot be predicted with certainty, management believes the final outcome of such matters will not have a material adverse effect on our consolidated financial statements.

     Lease Commitments. At June 30, 2007, we had long-term operating leases covering certain land, office facilities and equipment. Rental expense totaled $0.8 million and $1.6 million for the three and six months ended June 30, 2007, respectively, and totaled $0.7 million and $1.4 million for the three and six months ended June 30, 2006, respectively. Minimum annual rental commitments for the remainder of 2007 are $1.4 million and for the years ending December 31, 2008 through 2011 are $2.6 million, $2.3 million, $2.1 million and $1.7 million, respectively, and $7.9 million in the aggregate thereafter.

14. Income Taxes

     We have maintained and intend to maintain our election as a REIT under the Internal Revenue Code of 1986, as amended. To qualify as a REIT, we must meet a number of organizational and operational requirements, including a requirement we distribute at least 90% of our taxable income to our shareholders. As a REIT, we generally will not be subject to federal income tax on distributed taxable income. If we fail to qualify as a REIT in any taxable year, we will be subject to federal income taxes at regular corporate rates, including any applicable alternative minimum tax. Historically, we have only incurred state and local income, franchise and margin taxes. Taxable income from non-REIT activities managed through taxable REIT subsidiaries is subject to applicable federal, state and local income taxes. We have provided for income, franchise and margin taxes in the condensed consolidated statements of operations for the three and six months ended June 30, 2007 primarily for state and local taxes associated with property dispositions, entity level taxes for our taxable operating partnerships and federal taxes on certain of our taxable REIT subsidiaries. We have no significant temporary differences or tax credits associated with our taxable REIT subsidiaries.

15. Subsequent Events

     Subsequent to June 30, 2007, we repurchased 283,865 common shares at a total cost of $18.9 million using proceeds available under our unsecured line of credit.

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. 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. 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 that are not statements of historical fact should be deemed 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 that 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:

	•		Insufficient cash flows could limit our ability to make required payments for debt obligations or pay distributions to shareholders and create refinancing risk;
	•		Unfavorable changes in economic conditions could adversely impact occupancy or rental rates;
	•		Development and construction risks could impact our profitability;
	•		Our property acquisition strategy may not produce the cash flows expected;
	•		Difficulties of selling real estate could limit our flexibility;
	•		We have significant debt, which could have important consequences;
	•		Our variable rate debt is subject to interest rate risk;
	•		Issuances of additional debt or equity may adversely impact our financial condition;
	•		Losses from catastrophes may exceed our insurance coverage;
	•		Potential liability for environmental contamination could result in substantial loss;
	•		Tax matters, including failure to qualify as a real estate investment trust (“REIT”), could have adverse consequences;
	•		Investments through joint ventures and partnerships involve risks not present in investments in which we are the sole investor;
	•		Compliance or failure to comply with laws requiring access to our properties by disabled persons could result in substantial costs;
	•		Competition could limit our ability to lease apartments or increase or maintain rental income;
	•		We depend on our key personnel; and
	•		Changes in laws and litigation risks could affect our business.

These forward-looking statements represent our estimates and assumptions as of the date of this report.

Executive Summary

     Based on our results for the six months ended June 30, 2007 and the projected economic conditions, we expect moderate growth during the remainder of 2007 from the revenue generated by our stabilized communities. The economic factors affecting our revenue growth include continued job growth and population growth in a number of markets in which we operate, as well as decreased housing affordability due to rising interest rates resulting in multifamily apartment communities being an economically attractive alternative to purchasing a single-family home which positively affects apartment housing demand.

     We intend to focus on our market balance investment strategy and to improve our portfolio mix through the acquisition and disposition of real estate assets. We expect market concentration risk to be mitigated as our property operations are not centralized in any one market.

     In positioning for future growth, we intend to continue focusing on our development pipeline and maintain approximately $2.0 billion to $2.5 billion in our current and future development pipelines. Total projected capital costs and the commencement of future developments may be impacted by increasing construction costs and other factors. Additionally, the use of technology, including our web-based property management and revenue management systems, is expected to increase revenues and improve our operating efficiencies.

Property Portfolio

     Our multifamily property portfolio, excluding land held for future development, is summarized as follows:

		June 30, 2007								December 31, 2006
		Apartment								Apartment
		Homes				Properties				Homes				Properties
Operating Properties
Las Vegas, Nevada			8,064				30				8,064				30
Dallas, Texas (1)			7,773				20				7,773				21
Houston, Texas			5,696				13				5,696				13
Tampa, Florida			5,987				13				5,635				12
Charlotte, North Carolina			4,146				17				4,146				17
Washington, D.C. Metro			4,157				12				3,834				11
Orlando, Florida			3,296				8				3,296				8
Atlanta, Georgia			3,202				10				3,202				10
Raleigh, North Carolina			2,704				7				2,704				7
Denver, Colorado			2,529				8				2,529				8
Austin, Texas			2,778				9				2,525				8
Southeast Florida			2,520				7				2,520				7
Phoenix, Arizona			2,433				8				2,433				8
Los Angeles/Orange County, California			2,191				5				2,191				5
St. Louis, Missouri			1,447				4				2,123				6
Louisville, Kentucky			1,194				4				1,448				5
Corpus Christi, Texas			1,410				3				1,410				3
San Diego/Inland Empire, California			1,196				4				846				3
Other			1,468				4				1,468				4
Total Operating Properties			64,191				186				63,843				186
Properties Under Development
Washington, D.C. Metro			1,914				5				2,237				6
Houston, Texas			1,109				4				650				2
Austin, Texas			208				1				—				—
San Diego/Inland Empire, California			—				—				350				1
Los Angeles/Orange County, California			290				1				290				1
Orlando, Florida			261				1				261				1
Total Properties Under Development			3,782				12				3,788				11
Total Properties			67,973				198				67,631				197
Less: Joint Venture Properties (2)
Las Vegas, Nevada			4,047				17				4,047				17
Dallas, Texas			456				1				456				1
Houston, Texas			1,946				6				1,487				4
Washington, D.C. Metro			508				1				508				1
Denver, Colorado			320				1				320				1
Phoenix, Arizona			992				4				992				4
Los Angeles/Orange County, California			711				2				711				2
St. Louis, Missouri			1,447				4				1,447				4
Louisville, Kentucky			1,194				4				1,194				4
Other			596				1				596				1
Total Joint Venture Properties			12,217				41				11,758				39
Total Properties Owned 100%			55,756				157				55,873				158

Stabilized Communities

     We consider a property stabilized once it reaches 90% occupancy, or generally one year from opening the leasing office, with some allowances for larger than average properties. During the six months ended June 30, 2007, stabilization was achieved at three recently completed properties as follows:

Number of

Date of

Apartment

Construction

Date of

Property and Location

Homes

Completion

Stabilization

Camden Fairfax Corner Fairfax, VA

488

3Q06

1Q07

Camden Manor Park Raleigh, NC

484

3Q06

2Q07

Camden Clearbrook Frederick, MD

297

1Q07

2Q07

Acquisitions

     During April 2007, we acquired Camden South Congress, a 253-apartment home community located in Austin, Texas for $42.8 million and during June 2007, we acquired Camden Royal Palms, a 352-apartment home community located in Tampa, Florida for $41.1 million. Both properties were purchased using proceeds from our unsecured line of credit. The purchase prices of these properties were allocated to the tangible and intangible assets and liabilities acquired based on their estimated fair values at the date of acquisition. Due to the timing of the Camden Royal Palms acquisition, the purchase price allocation is still being evaluated.

Discontinued Operations and Assets Held for Sale

     Income from discontinued operations includes the operations of properties, including land, sold during the period or classified as held for sale as of June 30, 2007. The components of earnings classified as discontinued operations include separately identifiable property-specific revenues, expenses, depreciation and interest expense, if any. The gain or loss on the disposal of the held for sale properties is also classified as discontinued operations. We intend to maintain a strategy of managing our invested capital through the selective sale of properties and to utilize the proceeds to fund investments with higher anticipated growth prospects in our markets.

     A summary of our dispositions during 2007 and properties held for sale as of June 30, 2007 is as follows:

		Number of
($ in millions)		Apartment				Date of								Net Book
Property and Location		Homes				Disposition				Year Built				Value (1)
Sold
Camden Taravue St. Louis, MO			304				2Q07				1975				—
Camden Trace Maryland Heights, MO			372				2Q07				1972				—
Camden Downs Louisville, KY			254				2Q07				1975				—
Total apartment homes sold			930
Held for Sale
Camden Eastchase Charlotte, NC			220				n/a				1986			$	4.8
Camden Glen Greensboro, NC			304				n/a				1980				4.8
Camden Isles Tampa, FL			484				n/a				1983/1985				8.6
Camden Pinnacle Westminster, CO			224				n/a				1985				11.0
Camden Ridge Ft. Worth, TX			208				n/a				1985				3.7
Camden Ridgeview Austin, TX			167				n/a				1984				4.1
Camden Terrace Ft. Worth, TX			340				n/a				1984				5.9
Camden Timber Creek Charlotte, NC			352				n/a				1984				10.1
Camden Wendover Greensboro, NC			216				n/a				1985				4.7
Total apartment homes held for sale			2,515											$	57.7

     During the six months ended June 30, 2007, we recognized gains of $31.0 million from the sale of three operating properties, containing 930 apartment homes, to unaffiliated third parties. These sales generated net proceeds of approximately $48.7 million. During the six months ended June 30, 2006, we recognized gains of $51.0 million from the sale of five operating properties, containing 1,781 apartment homes, to unaffiliated third parties. These sales generated net proceeds of approximately $87.8 million.

     At June 30, 2007, we had several undeveloped land parcels classified as held for sale as follows:

($ in millions)						Net Book
Location		Acres				Value
Southeast Florida			3.1			$	12.4
Dallas			2.6				2.5
Total land held for sale						$	14.9

Development and Lease-Up Properties

     At June 30, 2007, we had three completed properties in lease-up as follows:

Number of

% Leased

Date of

Estimated

($ in millions)

Apartment

Cost to

at

Construction

Date of

Property and Location

Homes

Date

7/31/07

Completion

Stabilization

In Lease-Up: Wholly-Owned

Camden Westwind Ashburn, VA

464

$

95.0

90.1

%

2Q06

3Q07

Camden Royal Oaks Houston, TX

236

20.9

62.7

%

3Q06

1Q08

Camden Old Creek San Marcos, CA

350

92.1

75.4

%

1Q07

4Q07

Total — wholly-owned

1,050

$

208.0