##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 FORM 10-K
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2009OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File Number 1-12358 (Colonial Properties Trust)
 Commission File Number 0-20707 (Colonial Realty Limited Partnership)
 COLONIAL PROPERTIES TRUST
 COLONIAL REALTY LIMITED PARTNERSHIP
  Alabama (Colonial Properties Trust)
    
    59-7007599Delaware (Colonial Realty Limited Partnership)
    
    63-1098468(State or other jurisdiction
    
    (IRS Employerof incorporation)
    
    Identification Number)
 2101 Sixth Avenue North, Suite 750, Birmingham, Alabama 35203  (Address of principal executive offices) (Zip Code)
 (205) 250-8700
  Title of each class
    
    Name of each exchange on which registeredCommon Shares of Beneficial Interest of Colonial PropertiesTrust,
    
    New York Stock Exchange$.01 par value per shareDepositary shares of Colonial Properties Trust, eachrepresenting 1/10 of a share of 8 1/8% Series D CumulativeRedeemablePreferred Shares of Beneficial Interest,
    
    New York Stock Exchangepar value $.01 per share
 Class A Units of Limited
Partnership Interest of Colonial Realty Limited Partnership
  Colonial Properties Trust
    
    YES o
    
    NO þColonial Realty Limited Partnership
    
    YES o
    
    NO þ
  Colonial Properties Trust
    
    YES o
    
    NO þColonial Realty Limited Partnership
    
    YES o
    
    NO þ
  Colonial Properties Trust
    
    YES þ
    
    NO oColonial Realty Limited Partnership
    
    YES þ
    
    NO o
  Colonial Properties Trust
    
    YES o
    
    NO oColonial Realty Limited Partnership
    
    YES o
    
    NO o
   Colonial Properties Trust
 Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 Colonial Realty Limited Partnership
 Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
    
    Smaller reporting company o(Do not check if a smaller reporting company)
  Colonial Properties Trust
    
    YES o
    
    NO þColonial Realty Limited Partnership
    
    YES o
    
    NO þ




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##### 



Contents
 PAGEPART IItem 1
    
    Business
    
    
    3Item 1A
    
    Risk Factors
    
    
    16Item 1B
    
    Unresolved Staff Comments
    
    
    31Item 2
    
    Properties
    
    
    31Item 3
    
    Legal Proceedings
    
    
    40Item 4
    
    Submission of
Matters to a Vote of Security Holders
    
    
    40PART IIItem 5
    
    Market for Registrants Common Equity, Related
Shareholder Matters and Issuer Purchases of Equity Securities
    
    
    40Item 6
    
    Selected Financial Data
    
    
    43Item 7
    
    Managements Discussion and Analysis of Financial Condition
and Results of Operations
    
    
    46Item 7A
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    70Item 8
    
    Financial Statements and Supplementary Data
    
    
    71Item 9
    
    Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure
    
    
    163Item 9A
    
    Controls and Procedures
    
    
    163Item 9B
    
    Other Information
    
    
    165PART IIIItem 10
    
    Trustees, Executive Officers and Corporate Governance
    
    
    166Item 11
    
    Executive Compensation
    
    
    166Item 12
    
    Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters
    
    
    166Item 13
    
    Certain Relationships and Related Transactions, and Director
Independence
    
    
    167Item 14
    
    Principal Accountant Fees and Services
    
    
    167PART IVItem 15
    
    Exhibits and Financial Statement Schedules
    
    
    168Signatures
    
    
    181EX-10.56EX-10.57EX-12.1EX-12.2EX-21.1EX-23.1EX-23.2EX-23.3EX-23.4EX-31.1EX-31.2EX-31.3EX-31.4EX-32.1EX-32.2EX-32.3EX-32.4




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Explanatory Note




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Documents Incorporated by Reference
  
 PART I
  
    
    the deterioration of the economy and high unemployment in the U.S., together with
the downturn in the overall U.S. housing market resulting in weakness in the
multifamily market;
    
    national and local economic, business and real estate conditions generally,
including, but not limited to, the effect on demand for multifamily units and
commercial rental space or the creation of new multifamily and commercial
developments, the extent, strength and duration of the current recession or
recovery, the availability and creditworthiness of tenants, the level of lease
rents, and the availability of financing for both tenants and us;
    
    adverse changes in real estate markets, including, but not limited to, the extent
of tenant bankruptcies, financial difficulties and defaults, the extent of future
demand for multifamily units and commercial space in our core markets and barriers
of entry into new markets which we may seek to enter in the future, the extent of
decreases in rental rates, competition, our ability to identify and consummate
attractive acquisitions on favorable terms, our ability to consummate any planned
dispositions in a timely manner on acceptable terms, and our ability to reinvest
sale proceeds in a manner that generates favorable returns;
    
    exposure, as a multifamily focused real estate investment trust (REIT), to
risks inherent in investments in a single industry;
    
    risks associated with having to perform under various financial guarantees that
we have provided with respect to certain of our joint ventures and developments;
    
    ability to obtain financing at reasonable rates, if at all;
    
    actions, strategies and performance of affiliates that we may not control or
companies, including joint ventures, in which we have made investments;
    
    changes in operating costs, including real estate taxes, utilities, and
insurance;
    
    higher than expected construction costs;
    
    uncertainties associated with our ability to sell our existing inventory of
condominium and for-sale residential assets, including timing, volume and terms of
sales;
    
    uncertainties associated with the timing and amount of real estate dispositions
and the resulting gains/losses associated with such dispositions;
    
    legislative or other regulatory decisions, including tax legislation, government
approvals, actions and initiatives, including the need for compliance with
environmental and safety requirements, and changes in laws and regulations or the
interpretation thereof;
    
    the Trusts ability to continue to satisfy complex rules in order for it to
maintain its status as a REIT for federal income tax purposes, the ability of CRLP
to satisfy the rules to maintain its status as a partnership for federal income tax
purposes, the ability of certain of our subsidiaries to maintain their status as
taxable REIT subsidiaries for federal income tax purposes, and our ability and the
ability of our subsidiaries to operate effectively within the limitations imposed by
these rules;
    
    price volatility, dislocations and liquidity disruptions in the financial markets
and the resulting impact on availability of financing;
    
    effect of any rating agency actions on the cost and availability of new debt
financing;
    
    level and volatility of interest or capitalization rates or capital market
conditions;
    
    effect of any terrorist activity or other heightened geopolitical crisis; and
    
    other risks identified in this annual report on Form 10-K and, from time to time,
in other reports we file with the Securities and Exchange Commission (the SEC) or
in other documents that we publicly disseminate.
 2




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Item 1. Business.
 As used herein, the term the Trust refers to Colonial Properties Trust, and the term CRLP
refers to Colonial Realty Limited Partnership, of which the Trust is the sole general partner and
in which the Trust owned an 89.1% limited partner interest as of December 31, 2009. The Trust
conducts all of its business and owns all of its properties through CRLP and CRLPs various
subsidiaries. Except as otherwise required by the context, the Company, Colonial, we, us
and our refer to the Trust and CRLP together, as well as CRLPs subsidiaries, including Colonial
Properties Services Limited Partnership (CPSLP), Colonial Properties Services, Inc. (CPSI) and
CLNL Acquisition Sub, LLC.
      Business Strategy
   3




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Strengthening the Balance Sheet
 
    
    From April 2009 through October 2009, we raised net proceeds of $42.6 million
through the issuance of 4,802,971 of the Trusts common shares under our $50.0 million
continuous equity offering program, which was terminated following our October 2009
public offering.
    
    In October 2009, we completed a public offering of 12,109,500 of the Trusts common
shares generating net proceeds to us of $109.8 million.
    
    During 2009, we sold assets for aggregate proceeds of approximately $157.7 million.
 Improving Liquidity
 
    
    During 2009, we closed on two 10-year secured credit facilities totaling $506.4
million with a weighted average interest rate of 5.81%, both of which are with Fannie
Mae.
 
    
    With respect to the final three quarters of 2009, the Trusts Board of Trustees
declared reduced quarterly cash dividends on the Trusts common shares and CRLPs
partnership units of $0.15 per common share and per partnership unit, compared to $0.25
for the first quarter 2009.
 Addressing Near Term Maturities
 
    
    During 2009, we repurchased an aggregate of $579.2 million of our outstanding
unsecured notes and recognized aggregate net gains of approximately $54.7 million.
 
    
    During 2009, we exited seven existing joint venture arrangements including 37
properties and eliminated $231.1 million of our pro-rata portion of property specific
mortgage debt exposure.
 Reducing Overhead
 
    
    Since October 2008, we have eliminated a total of 177 employee positions, which
equals approximately 10% of the workforce, and have generated anticipated annualized
cost reductions of approximately $20.7 million.
 Postponing/Phasing Developments
 
    
    Following our decision in January 2009 to postpone future development activities
until the economic environment sufficiently improves, we preserved capital by reducing
development spending, recording an aggregate of approximately $46.1 million during
2009.
   Operating Strategy
  4




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
    
    realizing growth in income from our existing portfolio of properties;
    
    selectively acquiring and developing multifamily properties to grow our core portfolio
and improve the age and quality of our multifamily apartment communities in growth markets
located in the Sunbelt region of the United States;
    
    employing a comprehensive capital maintenance program to maintain properties in
first-class condition, including recycling capital by selectively disposing of assets and
reinvesting the proceeds into opportunities with more perceived growth potential;
    
    managing our own properties, including our assets through joint venture arrangements,
which enables us to better control our operating expenses and establish and maintain
long-term relationships with our commercial tenants; maintaining our third-party property
management business, which increases cash flow through management fee income stream and
establishes additional relationships with investors and tenants; and
    
    executing our plan to dispose of our for-sale residential assets and land held for
future sale.
 Financing Strategy
 We seek to maintain a well-balanced, conservative and flexible capital structure by:
 
    
    pursuing long-term debt financings and refinancings on a secured or unsecured basis
subject to market conditions;
    
    borrowing primarily at fixed rates;
    
    extending and sequencing the maturity dates of our debt; and
    
    targeting appropriate debt service and fixed charge coverage.
 A downgrade in our credit ratings could have a material
adverse effect on our business, financial condition and results of operations.
      5




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Property Management
  Operational Structure and Segments
   Multifamily Operations
 Commercial Operations
 Developments
  Total Units/
    
    
    TotalSquare Feet (1)
    
    
    CostLocation
    
    (unaudited)
    
    
    (in thousands)Completed Developments:Multifamily PropertiesColonial Grand at Onion Creek
    
    Austin, TX
    
    
    300
    
    
    $
    32,210Colonial Grand at Ashton Oaks
    
    Austin, TX
    
    
    362
    
    
    
    34,254Colonial Grand at Desert Vista
    
    Las Vegas, NV
    
    
    380
    
    
    
    51,9181,042
    
    
    $
    118,382Commercial DevelopmentColonial Promenade Tannehill (2)
    
    Birmingham, AL
    
    
    84
    
    
    
    2,964Total Completed Developments
    
    
    
    
    
    
    
    $
    121,346
 
 Footnotes on following page 6




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(1)
    
    Square footage is presented in thousands. Square footage for commercial assets excludes
anchor-owned square footage.(2)
    
    Total cost and development costs for this completed development, including
the portion of the project placed into service during 2008, was
$46.9 million, net of $4.5 million, which is expected to be
received from local municipalities as reimbursement for infrastructure costs.   Ongoing Development Activity
  Total
    
    
    
    
    
    
    
    
    
    
    CostsSquare
    
    
    
    
    
    
    Estimated
    
    
    CapitalizedFeet (1)
    
    
    Estimated
    
    
    Total Costs
    
    
    to DateLocation
    
    (unaudited)
    
    
    Completion
    
    
    (in thousands)
    
    
    (in thousands)Commercial Project:Colonial Promenade Craft Farms (2)
    
    Gulf Shores, AL
    
    
    68
    
    
    
    2010
    
    
    
    9,900
    
    
    $
    6,865Construction in Progress for Active Developments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    6,865
 
 (1)
    
    Square footage is presented in thousands and excludes anchor-owned square-footage.(2)
    
    As part of our agreement to transfer our remaining interest in Colonial Promenade Craft
Farms, we commenced development of an additional 67,700-square foot phase of a commercial
shopping center (See Note 9  Investment in Partially-Owned Entities and Other
Arrangements in our Notes to Consolidated Financial Statements of the Trust and CRLP
contained in Item 8 of this Form 10-K). Future Development Activity
    7




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Total Units/
    
    
    CapitalizedSquare Feet (1)
    
    
    to DateLocation
    
    (unaudited)
    
    
    (in thousands)Multifamily Projects:Colonial Grand at Sweetwater
    
    Phoenix, AZ
    
    
    195
    
    
    $
    7,294Colonial Grand at Thunderbird
    
    Phoenix, AZ
    
    
    244
    
    
    
    8,379Colonial Grand at Randal Park (2)
    
    Orlando, FL
    
    
    750
    
    
    
    19,155Colonial Grand at Hampton Preserve
    
    Tampa, FL
    
    
    486
    
    
    
    14,473Colonial Grand at South End
    
    Charlotte, NC
    
    
    353
    
    
    
    12,084Colonial Grand at Azure
    
    Las Vegas, NV
    
    
    188
    
    
    
    7,851Colonial Grand at Cityway
    
    Austin, TX
    
    
    320
    
    
    
    4,9802,536
    
    
    $
    74,216Commercial Projects:Colonial Promenade Huntsville
    
    Huntsville, AL
    
    
    111
    
    
    
    9,712Colonial Promenade Nord du Lac (3)
    
    Covington, LA
    
    
    
    
    
    
    37,737111
    
    
    $
    47,449Other Projects and Undeveloped LandMultifamily
    
    
    
    
    
    
    
    
    3,434Commercial
    
    
    
    
    
    
    
    
    48,105For-Sale Residential (4)
    
    
    
    
    
    
    
    
    57,031$
    108,570Consolidated Construction in Progress
    
    
    
    
    
    
    
    $
    230,235
 
 (1)
    
    Square footage is presented in thousands and excludes anchor-owned square-footage.(2)
    
    This project is part of a mixed-use development.(3)
    
    Costs capitalized to date are net of a $6.5 million impairment charge recorded during
2009 and a $19.3 million impairment charge recorded during 2008. Total square feet is yet
undetermined, however, Colonial Promenade Nord du Lac Phase I will consist of approximately
100,000 square-feet, excluding anchor-owned square feet.(4)
    
    These costs are presented net of a $23.2 million non-cash impairment charge recorded on
one of projects in 2007. Dispositions
  8




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Percent
    
    
    Total Units/
    
    
    
    
    
    
    Gain on SalesProperty
    
    Location
    
    Owned
    
    
    Square Feet(1)
    
    
    Sales Price
    
    
    of Property(unaudited)
    
    
    (in millions)
    
    
    (in millions)Consolidated DispositionsCommercial PropertiesColonial Promenade Fultondale
    
    Fultondale, AL
    
    
    100
    %
    
    
    159
    
    
    $
    30.7
    
    
    $
    4.5Colonial Promenade Winter Haven
    
    Orlando, FL
    
    
    100
    %
    
    
    286
    
    
    
    20.8
    
    
    
    1.7445
    
    
    $
    51.5
    
    
    $
    6.2Unconsolidtaed DispositionsMultifamily PropertiesCMS Joint Venture (2)CMS / Colonial Joint Venture I (CG at Mountain Brook)
    
    Birmingham, AL
    
    
    15.00
    %
    
    
    392CMS / Colonial Joint Venture II (CV at Rocky Ridge)
    
    Birmingham, AL
    
    
    15.00
    %
    
    
    226CMS Florida (CV at Palma Sola)
    
    Sarasota, FL
    
    
    25.00
    %
    
    
    340CMS Tennessee (CG at Brentwood)
    
    Nashville, TN
    
    
    25.00
    %
    
    
    2541,212
    
    
    $
    17.3
    
    
    $
    1.8DRA Cunningham (3)
    
    Austin, TX
    
    
    20.00
    %
    
    
    280
    
    
    
    3.6
    
    
    
    DRA Alabama (Colony Woods) (4)
    
    Birmingham, AL
    
    
    10.00
    %
    
    
    414
    
    
    
    2.5
    
    
    
    0.21,906
    
    
    $
    23.4
    
    
    $
    2.0Commercial PropertiesColonial Pinnacle Craft Farms
    
    Gulf Shores, AL
    
    
    15.00
    %
    
    
    220
    
    
    $
    
    (5)
    
    $
    
    (5)OZRE
    
    Multiple Locations
    
    
    17.10
    %
    
    
    2,311
    
    
    
    
    (6)
    
    
    
    (6)Mansell (7)
    
    Atlanta, GA
    
    
    15.00
    %
    
    
    689
    
    
    
    16.9
    
    
    
    2.8DRA/CRT
    
    Multiple Locations
    
    
    15.00
    %
    
    
    8,406
    
    
    
    
    (8)
    
    
    
    (8)11,626
    
    
    $
    16.9
    
    
    $
    2.8
 
 (1)
    
    Square footage is presented in thousands and excludes anchor-owned square-footage.(2)
    
    These four multifamily properties were included in a joint venture with CMS and
were sold in one transaction. Of total proceeds, $15.3 million was our pro-rata share
of associated mortgage debt.(3)
    
    Of total proceeds, $2.8 million was our pro-rata share of associated mortgage
debt.(4)
    
    Of total proceeds, $1.6 million was our pro-rata share of associated mortgage
debt.(5)
    
    In April 2009, we transferred our remaining 15% noncontrolling joint venture
interest in Colonial Pinnacle Craft Farms to the majority joint venture partner. As a
result of this transaction and the resulting valuation, we recorded an impairment of
approximately $0.7 million with respect to our remaining equity interest in the joint
venture.(6)
    
    In December 2009, we transferred our entire 17.1% noncontrolling joint venture
interest in OZ/CLP Retail, LLC (OZRE) to OZREs majority partner, made a cash payment
of $45.1 million that was used by OZRE to repay $38.0 million of mortgage debt and
related fees and expenses, and $7.1 million of which was used for the discharge of
deferred purchase price owed by OZRE to former unitholders who elected to redeem their
units in OZRE in June 2008. The total cash payment by us was made through borrowings
under our unsecured line of credit. In exchange, we received 100% ownership of one of
the OZRE assets, Colonial Promenade Alabaster, a 612,000-square-foot retail center
located in Birmingham, Alabama.(7)
    
    Of total proceeds, $13.9 million was our pro-rata share of associated mortgage
debt.(8)
    
    In November 2009, we transferred our entire 15% noncontrolling joint venture
interest in the DRA/CRT joint venture, a 17-asset office joint venture (DRA/CRT).
Pursuant to the transaction, we transferred our membership interest back to DRA/CRT.
As part of this transaction, we acquired 100% ownership in one of the DRA/CRT
properties, Three Ravinia, an 813,000-square-foot, Class A office building located in
Atlanta, Georgia and made a cash payment of $24.7 million. We retained management of
the other assets in this portfolio that we were managing prior this transaction.  9




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For-Sale Projects
  Units Sold
    
    Gross Proceeds(1)(in millions)Condominium Conversion (2):Azur at Metrowest
    
    Orlando, FL
    
    
    7
    
    
    $
    0.7Capri at Hunters Creek
    
    Orlando, FL
    
    
    20
    
    
    
    0.5Murano
    
    Delray Beach, FL
    
    
    93
    
    
    
    9.0Portofino
    
    Jensen Beach, FL
    
    
    118
    
    
    
    6.7For-Sale ResidentialRegents Park (3)
    
    Atlanta, GA
    
    
    17
    
    
    
    16.3Grander (3)
    
    Gulf Shores, AL
    
    
    14
    
    
    
    3.3Regatta (3)
    
    Charleston, SC
    
    
    63
    
    
    
    7.7Metropolitan
    
    Charlotte, NC
    
    
    24
    
    
    
    7.6Southgate
    
    Charlotte, NC
    
    
    14
    
    
    
    3.9370
    
    
    $
    55.7
 
 (1)
    
    Our portion of the proceeds from these dispositions was used to reduce the
outstanding balance on our unsecured credit facility.(2)
    
    As of December 31, 2009, we had sold all remaining units at these condominium
conversion properties.(3)
    
    As of December 31, 2009, we had sold all remaining units at these for-sale
residential projects. Gains from sales of property
 Year EndedDecember 31,(in thousands)
    
    2009Condominium conversion revenues
    
    $
    16,851Condominium conversion costs
    
    
    (16,592
    )Gains on condominium conversion sales, before
noncontrolling interest and income taxes
    
    
    259For-sale residential revenues
    
    
    38,839For-sale residential costs
    
    
    (38,161
    )Gains on for-sale residential sales, before
noncontrolling interest and income taxes
    
    
    678Noncontrolling interest
    
    
    Provision for income taxes
    
    
    (71
    )Gains on condominium conversion and for-sale residential sales, net of
noncontrolling interest and income taxes
    
    $
    866
   10




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Impairment
 Impairment and other losses Income (loss) from discontinued operations (Loss) income from partially-owned unconsolidated entities
 Our ability to dispose of
our existing inventory of condominium and for-sale residential assets could adversely affect our
results of operations.
 Recent Events
 Unsecured Notes and Preferred Securities Repurchase Programs
   Continuous Equity Offering Program
  Distribution
  11




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Competition
 Competition for acquisitions could reduce the number of acquisition opportunities available to us
and result in increased prices for properties, which could adversely affect our return on
properties we purchase
 Environmental Matters
 We could incur significant costs related to
environmental issues which could adversely affect our results of operations through increased
compliance costs or our financial condition if we become subject to a significant liability
 Insurance
 Uninsured or underinsured losses could
adversely affect our financial condition.
 Employees
  Tax Status
  12




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Distribution Per
    
    
    
    
    
    Return ofQuarter
    
    Share
    
    Ordinary Income
    
    Capital Gain
    
    Capital1st
    
    $0.25
    
    96.20%
    
    3.80%
    
    0.00%2nd
    
    $0.15
    
    96.20%
    
    3.80%
    
    0.00%3rd
    
    $0.15
    
    96.20%
    
    3.80%
    
    0.00%4th
    
    $0.15
    
    96.20%
    
    3.80%
    
    0.00%
  Available Information
 www.colonialprop.com
 13




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Executive Officers of the Company
  Thomas H. Lowder
 C. Reynolds Thompson, III
 Paul F. Earle
 John P. Rigrish
 Jerry A. Brewer
 14




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Bradley P. Sandidge
 15




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Item 1A. Risk Factors
 In connection with the safe harbor provisions of the Private Securities Litigation Reform Act
of 1995, set forth below are cautionary statements identifying important factors that could cause
actual events or results to differ materially from any forward-looking statements made by or on
behalf of us, whether oral or written. We wish to ensure that any forward-looking statements are
accompanied by meaningful cautionary statements in order to maximize to the fullest extent possible
the protections of the safe harbor established in the Private Securities Litigation Reform Act of
1995. Accordingly, any such statements are qualified in their entirety by reference to, and are
accompanied by, the following important factors that could cause actual events or results to differ
materially from our forward-looking statements. If any of the following risks actually occur, our
business, financial condition or results of operations could be negatively affected, and the
trading price of the Trusts common shares could decline.
 These forward-looking statements are based on managements present expectations and
beliefs about future events. As with any projection or forecast, these statements are inherently
susceptible to uncertainty and changes in circumstances. There may be additional risks and
uncertainties not presently known to us or that we currently deem immaterial that also may impair
our business operations. You should not consider this list to be a complete statement of all
potential risks or uncertainties.
 Risks Associated with Real Estate
 Recession in the United States and the related downturn in the housing and real estate markets
have adversely affected and may continue to adversely affect our financial condition and results of
operations.
  We face numerous risks associated with the real estate industry that could adversely affect
our results of operations through decreased revenues or increased costs.
  
    
    worsening of national and regional economic conditions, such as those we are currently
experiencing as a result of the ongoing recession as described above, as well as the
deteriorating local economic conditions in our principal market areas;
    
    availability of financing;
    
    the inability of residents and tenants to pay rent;
    
    the existence and quality of the competition, such as the attractiveness of our property
as compared to our competitors properties based on considerations such as convenience of
location, rental rates, amenities and safety record;
    
    increased operating costs, including increased real property taxes, maintenance,
insurance and utilities costs;
    
    weather conditions that may increase or decrease energy costs and other weather-related
expenses;
 16




---



##### Table of Contents




    
    oversupply of multifamily, commercial space or single-family housing or a reduction in
demand for real estate in the markets in which our properties are located;
    
    a favorable interest rate environment that may result in a significant number of
potential residents of our multifamily apartment communities deciding to purchase homes
instead of renting;
    
    rent control or stabilization laws, or other laws regulating rental housing, which could
prevent us from raising rents to offset increases in operating costs; and
    
    changing trends in the demand by consumers for merchandise offered by retailers
conducting business at our retail properties.
  Increased competition and increased affordability of residential homes could limit our ability
to retain our residents, lease apartment homes or increase or maintain rents.
  We are subject to significant regulations, which could adversely affect our results of
operations through increased costs and/or an inability to pursue business opportunities.
  Real estate investments are illiquid, and therefore, we may not be able to sell our properties
in response to economic changes which could adversely affect our results of operations or financial
condition.
  Compliance or failure to comply with the Americans with Disabilities Act and Fair Housing Act
could result in substantial costs.
  17




---



##### Table of Contents



Risks Associated with Our Operations
 Our revenues are significantly influenced by demand for multifamily properties generally, and
a decrease in such demand will likely have a greater adverse effect on our revenues than if we
owned a more diversified real estate portfolio.
  Our ability to dispose of our existing inventory of condominium and for-sale residential
assets could adversely affect our results of operations.
  
    
    local real estate market conditions, such as oversupply or reduction in demand, may
result in reduced or fluctuating sales;
    
    for-sale properties acquired for development usually generate little or no cash flow
until completion of development and sale of a significant number of homes or condominium
units and may experience operating deficits after the date of completion and until such
homes or condominium units are sold;
    
    we may abandon development or conversion opportunities that we have already begun to
explore, and we may fail to recover expenses already incurred in connection with exploring
any such opportunities;
    
    we may be unable to close on sales of individual units under contract;
    
    buyers may be unable to qualify for financing;
    
    sales prices may be lower than anticipated;
    
    competition from other condominiums and other types of residential housing may result in
reduced or fluctuating sales;
    
    we could be subject to liability claims from condominium associations or others
asserting that construction performed was defective, resulting in litigation and/or
settlement discussions; and
    
    we may be unable to attract sales prices with respect to our for-sale assets that
compensate us for our costs (which may result in impairment charges).
  18




---



##### Table of Contents



Our properties may not generate sufficient rental income to pay our expenses if we are unable
to lease our new properties or renew leases or re-lease space at our existing properties as leases
expire, which may adversely affect our operating results.
  
    
    local conditions such as an oversupply of, or reduction in demand for, multifamily or
commercial properties;
    
    the attractiveness of our properties to residents, shoppers and tenants;
    
    decreases in market rental rates; and
    
    our ability to collect rent from our residents and tenants.
   We may not be able to control our operating costs or our expenses may remain constant or
increase, even if our revenues decrease, causing our results of operations to be adversely
affected.
  
    
    the need to pay for insurance and other operating costs, including real estate taxes,
which could increase over time;
    
    the need periodically to repair, renovate and re-lease space;
    
    the cost of compliance with governmental regulation, including zoning and tax laws;
    
    the potential for liability under applicable laws;
    
    interest rate levels; and
    
    the availability of financing.
   We are subject to increased exposure to economic and other factors due to the concentration of
our properties in the Sunbelt region, and economic downturns, natural disasters or acts of
terrorism in the Sunbelt region could adversely affect our results of operations or financial
condition.
  19




---



##### Table of Contents



Tenant bankruptcies and downturns in tenants businesses may adversely affect our operating
results by decreasing our revenues.
  Risks associated with the property management, leasing and brokerage businesses could
adversely affect our results of operations by decreasing our revenues.
  
    
    management contracts or service agreements with third-party owners will be terminated
and lost to competitors;
    
    contracts will not be renewed upon expiration or will not be available for renewal on
terms consistent with current terms; and
    
    leasing and brokerage activity generally may decline.
  We could incur significant costs related to environmental issues which could adversely affect
our results of operations through increased compliance costs or our financial condition if we
become subject to a significant liability.
   20




---



##### Table of Contents



Costs associated with addressing indoor air quality issues, moisture infiltration and
resulting mold remediation may be costly.
  As the owner or operator of real property, we could become subject to liability for
asbestos-containing building materials in the buildings on our properties.
  Uninsured or underinsured losses could adversely affect our financial condition.
   We may be unable to develop new properties or redevelop existing properties successfully,
which could adversely affect our results of operations due to unexpected costs, delays and other
contingencies.
  
    
    we may be unable to obtain, or face delays in obtaining, necessary zoning, land-use,
building, occupancy, and other required governmental permits and authorizations, which
could result in increased development costs and/or lower than expected leases;
    
    local real estate market conditions, such as oversupply or reduction in demand, may
result in reduced or fluctuating rental rates;
 21




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##### Table of Contents




    
    we may incur development costs for a property that exceed original estimates due to
increased materials, labor or other costs, changes in development plans or unforeseen
environmental conditions, which could make completion of the property more costly or
uneconomical;
    
    land, insurance and construction costs continue to increase in our markets and may
continue to increase in the future and we may be unable to attract rents that
compensate for these increases in costs;
    
    we may abandon development opportunities that we have already begun to explore, and
we may fail to recover expenses already incurred in connection with exploring any such
opportunities;
    
    rental rates and occupancy levels may be lower than anticipated;
    
    changes in applicable zoning and land use laws may require us to abandon projects
prior to their completion, resulting in the loss of development costs incurred up to
the time of abandonment; and
    
    we may experience late completion because of construction delays, delays in the
receipt of zoning, occupancy and other approvals or other factors outside of our
control.
  Our joint venture investments could be adversely affected by our lack of sole decision-making
authority, our reliance on our joint venture partners financial condition, any disputes that may
arise between us and our joint venture partners and our exposure to potential losses from the
actions of our joint venture partners.
 Investment in Partially-Owned Entities and Other Arrangements
 
    
    we share decision-making authority with some of our joint venture partners regarding
major decisions affecting the ownership or operation of the joint venture and the joint
venture properties, such as the acquisition of properties, the sale of the properties or
the making of additional capital contributions for the benefit of the properties, which may
prevent us from taking actions that are opposed by those joint venture partners;
    
    prior consent of our joint venture partners is required for a sale or transfer to a
third party of our interests in the joint venture, which restricts our ability to dispose
of our interest in the joint venture;
    
    our joint venture partners might become bankrupt or fail to fund their share of required
capital contributions, which may delay construction or development of a joint venture
property or increase our financial commitment to the joint venture;
    
    our joint venture partners may have business interests or goals with respect to the
joint venture properties that conflict with our business interests and goals, which could
increase the likelihood of disputes regarding the ownership, management or disposition of
such properties;
    
    disputes may develop with our joint venture partners over decisions affecting the joint
venture properties or the joint venture, which may result in litigation or arbitration that
would increase our expenses and distract our officers and/or trustees from focusing their
time and effort on our business, and possibly disrupt the day-to-day operations of the
property such as by delaying the implementation of important decisions until the conflict
or dispute is resolved (see, for example, the discussion under Note 19   Commitments,
Contingencies, Guarantees and Other Arrangements to our Notes to Consolidated Financial
Statements of the Trust and CRLP included in Item 8 of this Form 10-K);
    
    our joint venture partners may be unsuccessful in refinancing or replacing existing
mortgage indebtedness, or may choose not to do so, which could adversely affect the value
of our joint venture interest;
    
    we may suffer losses as a result of the actions of our joint venture partners with
respect to our joint venture investments; and
    
    our joint venture partner may elect to sell or transfer its interests in the joint
venture to a third party, which may result in our loss of management and leasing
responsibilities and fees that we currently receive from the joint venture properties.
 22




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##### Table of Contents



Our results of operations could be adversely affected if we are required to perform under
various financial guarantees that we have provided with respect to certain of our joint ventures
and retail developments.
  Competition for acquisitions could reduce the number of acquisition opportunities available to
us and result in increased prices for properties, which could adversely affect our return on
properties we purchase.
  Acquired properties may expose us to unknown liability.
  
    
    liabilities for clean-up of undisclosed environmental contamination;
    
    claims by tenants, vendors or other persons against the former owners of the properties;
    
    liabilities incurred in the ordinary course of business; and
    
    claims for indemnification by general partners, directors, officers and others
indemnified by the former owners of the properties.
 We may not be able to achieve the anticipated financial and operating results from our
acquisitions, which would adversely affect our operating results.
  23




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##### Table of Contents



Failure to succeed in new markets may limit our growth.
  
    
    an inability to evaluate accurately local apartment or for-sale residential housing
market conditions and local economies;
    
    an inability to obtain land for development or to identify appropriate acquisition
opportunities;
    
    an inability to hire and retain key personnel; and
    
    lack of familiarity with local governmental and permitting procedures.
 Risks Associated with Our Indebtedness and Financing Activities
 We have substantial indebtedness and our cash flow may not be sufficient to make required
payments on our indebtedness or repay our indebtedness as it matures.
 ,
  Our joint
venture investments could be adversely affected by our lack of sole decision-making authority, our
reliance on our joint venture partners financial condition, any disputes that may arise between us
and our joint venture partners and our exposure to potential losses from the actions of our joint
venture partners.
 Our degree of leverage could limit our ability to obtain additional financing and have other
adverse effects which would negatively impact our results of operation and financial condition.
  Due to the amount of our variable rate debt, rising interest rates would adversely affect our
results of operation.
  24




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##### Table of Contents



We have entered into debt agreements with covenants that restrict our operating activities,
which could adversely affect our results of operations, and violation of these restrictive
covenants could adversely affect our financial condition through debt defaults or acceleration.
  
    
    collateralized debt to total asset value ratio;
    
    fixed charge coverage ratio;
    
    total liabilities to total asset value ratio;
    
    total permitted investments to total asset value ratio; and
    
    unencumbered leverage ratio.
  
    
    incur collateralized and unsecured indebtedness;
    
    sell all or substantially all or our assets; and
    
    engage in mergers, consolidations and acquisitions.
   Our inability to obtain sufficient third party financing could adversely affect our results of
operations and financial condition because we depend on third party financing for our capital
needs, including development, expansion, acquisition and other activities.
  Disruptions in the financial markets could adversely affect our ability to obtain sufficient
third party financing for our capital needs, including development, expansion, acquisition and
other activities, on reasonable terms or at all and could have other adverse effects on us and the
market price of the Trusts common shares.
  25




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##### Table of Contents



Our senior notes do not have an established trading market, therefore, holders of our notes
may not be able to sell their notes.
  A downgrade in our credit ratings could have a material adverse effect on our business,
financial condition and results of operations.
  Risks Associated with Our Organization and Structure
 Some of our trustees and officers have conflicts of interest and could exercise influence in a
manner inconsistent with the interests of our shareholders.
    26




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##### Table of Contents



Restrictions on the acquisition and change in control of the Company may have adverse effects
on the value of the Trusts common shares and CRLPs partnership units.
  The Trusts Declaration of Trust contains ownership limits and restrictions on
transferability.
 
    
    9.8%, in either number of shares or value (whichever is more restrictive), of any class
of our outstanding shares;
    
    5% in number or value (whichever is more restrictive), of our outstanding common shares
and any outstanding excess shares; and
    
    in the case of certain excluded holders related to the Lowder family: 29% by one
individual; 34% by two individuals; 39% by three individuals; or 44% by four individuals.
  The Trusts Declaration of Trust permits the Trusts Board of Trustees to issue preferred
shares with terms that may discourage a third party from acquiring us.
 The Trusts Declaration of Trust and Bylaws contain other possible anti-takeover provisions.
 
    
    a prohibition on shareholder action by written consent;
    
    the ability to remove trustees only at a meeting of shareholders called for that
purpose, by the affirmative vote of the holders of not less than two-thirds of the shares
then outstanding and entitled to vote in the election of trustees;
    
    the limitation that a special meeting of shareholders can be called only by the
president or chairman of the board or upon the written request of shareholders holding
outstanding shares representing at least 25% of all votes entitled to be cast at the
special meeting;
    
    the advance written notice requirement for shareholders to nominate a trustee or submit
other business before a meeting of shareholders; and
    
    the requirement that the amendment of certain provisions of the Declaration of Trust
relating to the removal of trustees, the termination of the Company and any provision that
would have the effect of amending these provisions, require the affirmative vote of the
holders of two-thirds of the shares then outstanding.
 We may change our business policies in the future, which could adversely affect our financial
condition or results of operations.
  27




---



##### Table of Contents



Risks Related to the Trusts Shares
 Market interest rates and low trading volume may have an adverse effect on the market value of
the Trusts common shares.
  A large number of shares available for future sale could adversely affect the market price of
the Trusts common shares and may be dilutive to current shareholders.
  We may change our dividend policy.
  Changes in market conditions or a failure to meet the markets expectations with regard to our
earnings and cash distributions could adversely affect the market price of the Trusts common
shares.
  28




---



##### Table of Contents




    
    our financial condition and operating performance and the performance of other similar
companies;
    
    actual or anticipated differences in our quarterly operating results;
    
    changes in our revenues or earnings estimates or recommendations by securities analysts;
    
    publication of research reports about us or our industry by securities analysts;
    
    additions and departures of key personnel;
    
    strategic decisions by us or our competitors, such as acquisitions, divestments,
spin-offs, joint ventures, strategic investments or changes in business strategy;
    
    the reputation of REITs generally and the reputation of REITs with portfolios similar to
ours;
    
    the attractiveness of the securities of REITs in comparison to securities issued by
other entities (including securities issued by other real estate companies);
    
    an increase in market interest rates, which may lead prospective investors to demand a
higher distribution rate in relation to the price paid for our shares;
    
    the passage of legislation or other regulatory developments that adversely affect us or
our industry;
    
    speculation in the press or investment community;
    
    actions by institutional shareholders or hedge funds;
    
    changes in accounting principles;
    
    terrorist acts; and
    
    general market conditions, including factors unrelated to our performance.
  Risks Associated with Income Tax Laws
 The Trusts failure to qualify as a REIT would decrease the funds available for distribution
to its shareholders and adversely affect the market price of the Trusts common shares.
   29




---



##### Table of Contents



Even if the Trust qualifies as a REIT, it will be required to pay some taxes (particularly
related to the Trusts taxable REIT subsidiary).
   REIT Distribution requirements may increase our indebtedness.
  Tax elections regarding distributions may impact our future liquidity.
  30




---



##### Table of Contents



We may in the future choose to pay dividends in our own common shares, in which case
shareholders may be required to pay income taxes in excess of the cash dividends they receive.
  
 Item 1B. Unresolved Staff Comments.
  
 Item 2. Properties.
 General
  Multifamily Properties
   31




---



##### Table of Contents



Consolidated Multifamily Properties
 AverageNumber
    
    
    Approximate
    
    
    
    
    
    
    RentalYear
    
    of
    
    
    Rentable Area
    
    
    Percent
    
    
    RateConsolidated Multifamily Property (1)
    
    Location
    
    Completed (2)
    
    Units (3)
    
    
    (Square Feet)
    
    
    Occupied
    
    
    Per Unit (4)Alabama:CG at Liberty Park
    
    Birmingham
    
    2000
    
    
    300
    
    
    
    338,684
    
    
    
    96.7
    %
    
    $
    939CV at Inverness II & III
    
    Birmingham
    
    1986/1987/1990/1997
    
    
    586
    
    
    
    508,472
    
    
    
    93.0
    %
    
    
    604CV at Trussville
    
    Birmingham
    
    1996
    
    
    376
    
    
    
    410,340
    
    
    
    93.9
    %
    
    
    716CV at Cypress Village
    
    Gulf Shores
    
    2008
    
    
    96
    
    
    
    205,992
    
    
    
    93.8
    %
    
    
    1,138CG at Edgewater I
    
    Huntsville
    
    1990/1999
    
    
    500
    
    
    
    542,892
    
    
    
    97.6
    %
    
    
    709CG at Madison
    
    Huntsville
    
    2000
    
    
    336
    
    
    
    354,592
    
    
    
    97.3
    %
    
    
    809CV at Ashford Place
    
    Mobile
    
    1983
    
    
    168
    
    
    
    145,600
    
    
    
    98.2
    %
    
    
    609CV at Huntleigh Woods
    
    Mobile
    
    1978
    
    
    233
    
    
    
    198,861
    
    
    
    94.8
    %
    
    
    547Subtotal  Alabama
    
    
    
    
    
    
    2,595
    
    
    
    2,705,433
    
    
    
    95.5
    %
    
    
    721Arizona:CG at Inverness Commons
    
    Scottsdale
    
    2002
    
    
    300
    
    
    
    305,904
    
    
    
    80.7
    %
    
    
    746CG at OldTown Scottsdale North
    
    Scottsdale
    
    1995
    
    
    208
    
    
    
    205,984
    
    
    
    90.9
    %
    
    
    822CG at OldTown Scottsdale South
    
    Scottsdale
    
    1994
    
    
    264
    
    
    
    264,728
    
    
    
    91.3
    %
    
    
    858CG at Scottsdale
    
    Scottsdale
    
    1999
    
    
    180
    
    
    
    201,569
    
    
    
    95.0
    %
    
    
    959Subtotal  Arizona
    
    
    
    
    
    
    952
    
    
    
    978,185
    
    
    
    88.6
    %
    
    
    834Florida:CG at Heather Glen
    
    Orlando
    
    2000
    
    
    448
    
    
    
    523,228
    
    
    
    96.2
    %
    
    
    942CG at Heathrow
    
    Orlando
    
    1997
    
    
    312
    
    
    
    353,040
    
    
    
    93.6
    %
    
    
    909CG at Town Park Reserve
    
    Orlando
    
    2004
    
    
    80
    
    
    
    77,416
    
    
    
    98.8
    %
    
    
    1,063CG at Town Park(Lake Mary)
    
    Orlando
    
    2002
    
    
    456
    
    
    
    535,340
    
    
    
    96.9
    %
    
    
    964CV at Twin Lakes
    
    Orlando
    
    2004
    
    
    460
    
    
    
    417,808
    
    
    
    96.3
    %
    
    
    819CG at Lakewood Ranch
    
    Sarasota
    
    1999
    
    
    288
    
    
    
    301,656
    
    
    
    100.0
    %
    
    
    944CG at Seven Oaks
    
    Tampa
    
    2004
    
    
    318
    
    
    
    301,684
    
    
    
    96.9
    %
    
    
    857Subtotal  Florida
    
    
    
    
    
    
    2,362
    
    
    
    2,510,172
    
    
    
    96.7
    %
    
    
    911Georgia:CG at Barrett Creek
    
    Atlanta
    
    1999
    
    
    332
    
    
    
    309,962
    
    
    
    95.5
    %
    
    
    761CG at Berkeley Lake
    
    Atlanta
    
    1998
    
    
    180
    
    
    
    244,217
    
    
    
    97.2
    %
    
    
    896CG at McDaniel Farm
    
    Atlanta
    
    1997
    
    
    425
    
    
    
    450,696
    
    
    
    96.7
    %
    
    
    753CG at McGinnis Ferry
    
    Atlanta
    
    1997
    
    
    434
    
    
    
    509,455
    
    
    
    93.8
    %
    
    
    833CG at Mount Vernon
    
    Atlanta
    
    1997
    
    
    213
    
    
    
    257,180
    
    
    
    96.7
    %
    
    
    1,011CG at Pleasant Hill
    
    Atlanta
    
    1996
    
    
    502
    
    
    
    501,816
    
    
    
    95.2
    %
    
    
    733CG at River Oaks
    
    Atlanta
    
    1992
    
    
    216
    
    
    
    276,208
    
    
    
    97.2
    %
    
    
    826CG at River Plantation
    
    Atlanta
    
    1994
    
    
    232
    
    
    
    310,364
    
    
    
    94.4
    %
    
    
    848CG at Shiloh
    
    Atlanta
    
    2002
    
    
    498
    
    
    
    533,243
    
    
    
    95.0
    %
    
    
    795CG at Sugarloaf
    
    Atlanta
    
    2002
    
    
    250
    
    
    
    328,558
    
    
    
    94.0
    %
    
    
    846CG at Godley Station I
    
    Savannah
    
    2005
    
    
    312
    
    
    
    337,344
    
    
    
    97.1
    %
    
    
    806CG at Hammocks
    
    Savannah
    
    1997
    
    
    308
    
    
    
    323,844
    
    
    
    97.1
    %
    
    
    936CV at Godley Lake
    
    Savannah
    
    2008
    
    
    288
    
    
    
    269,504
    
    
    
    97.6
    %
    
    
    836CV at Greentree
    
    Savannah
    
    1984
    
    
    194
    
    
    
    165,216
    
    
    
    95.4
    %
    
    
    695CV at Huntington
    
    Savannah
    
    1986
    
    
    147
    
    
    
    121,112
    
    
    
    96.6
    %
    
    
    752CV at Marsh Cove
    
    Savannah
    
    1983
    
    
    188
    
    
    
    197,200
    
    
    
    100.0
    %
    
    
    779Subtotal  Georgia
    
    
    
    
    
    
    4,719
    
    
    
    5,135,919
    
    
    
    96.0
    %
    
    
    812Nevada:CG at Desert
Vista (5)
    
    Las Vegas
    
    2008
    
    
    380
    
    
    
    338,288
    
    
    LU
    
    
    Subtotal  Nevada
    
    
    
    
    
    
    380
    
    
    
    338,288
    
    
    
    
    
    
    
    North Carolina:CV at Pinnacle Ridge
    
    Asheville
    
    1948/1985
    
    
    166
    
    
    
    146,856
    
    
    
    98.8
    %
    
    
    714CG at Ayrsley
    
    Charlotte
    
    2008
    
    
    368
    
    
    
    371,652
    
    
    
    94.6
    %
    
    
    821CG at Beverly Crest
    
    Charlotte
    
    1996
    
    
    300
    
    
    
    278,685
    
    
    
    95.0
    %
    
    
    710CG at Huntersville
    
    Charlotte
    
    2008
    
    
    250
    
    
    
    247,908
    
    
    
    98.8
    %
    
    
    787CG at Legacy Park
    
    Charlotte
    
    2001
    
    
    288
    
    
    
    300,768
    
    
    
    95.8
    %
    
    
    732CG at Mallard Creek
    
    Charlotte
    
    2004
    
    
    252
    
    
    
    232,646
    
    
    
    99.6
    %
    
    
    774CG at Mallard Lake
    
    Charlotte
    
    1998
    
    
    302
    
    
    
    300,806
    
    
    
    98.0
    %
    
    
    738CG at Matthews Commons
    
    Charlotte
    
    2008
    
    
    216
    
    
    
    203,280
    
    
    
    96.3
    %
    
    
    785CG at University Center
    
    Charlotte
    
    2006
    
    
    156
    
    
    
    167,051
    
    
    
    98.1
    %
    
    
    735CV at Chancellor Park
    
    Charlotte
    
    1996
    
    
    340
    
    
    
    326,560
    
    
    
    95.6
    %
    
    
    683CV at Charleston Place
    
    Charlotte
    
    1986
    
    
    214
    
    
    
    172,405
    
    
    
    94.4
    %
    
    
    552CV at Greystone
    
    Charlotte
    
    1998/2000
    
    
    408
    
    
    
    386,988
    
    
    
    81.4
    %
    
    
    629CV at Matthews
    
    Charlotte
    
    1990
    
    
    270
    
    
    
    255,712
    
    
    
    92.6
    %
    
    
    742CV at Meadow Creek
    
    Charlotte
    
    1984
    
    
    250
    
    
    
    230,430
    
    
    
    95.2
    %
    
    
    598CV at South Tryon
    
    Charlotte
    
    2002
    
    
    216
    
    
    
    236,088
    
    
    
    93.1
    %
    
    
    681CV at Stone Point
    
    Charlotte
    
    1986
    
    
    192
    
    
    
    172,992
    
    
    
    92.7
    %
    
    
    650CV at Timber Crest
    
    Charlotte
    
    2000
    
    
    282
    
    
    
    273,408
    
    
    
    94.0
    %
    
    
    640Enclave
    
    Charlotte
    
    2008
    
    
    85
    
    
    
    108,345
    
    
    
    94.1
    %
    
    
    1,456Heatherwood
    
    Charlotte
    
    1980
    
    
    476
    
    
    
    438,563
    
    
    
    78.6
    %
    
    
    594Autumn Park I & II
    
    Greensboro
    
    2001/2004
    
    
    402
    
    
    
    403,776
    
    
    
    93.5
    %
    
    
    717CG at Arringdon
    
    Raleigh
    
    2003
    
    
    320
    
    
    
    311,200
    
    
    
    94.7
    %
    
    
    762CG at Crabtree Valley
    
    Raleigh
    
    1997
    
    
    210
    
    
    
    209,670
    
    
    
    91.4
    %
    
    
    716CG at Patterson Place
    
    Raleigh
    
    1997
    
    
    252
    
    
    
    236,756
    
    
    
    96.8
    %
    
    
    787CG at Trinity Commons
    
    Raleigh
    
    2000/2002
    
    
    462
    
    
    
    484,404
    
    
    
    93.9
    %
    
    
    748CV at Deerfield
    
    Raleigh
    
    1985
    
    
    204
    
    
    
    198,180
    
    
    
    98.5
    %
    
    
    727CV at Highland Hills
    
    Raleigh
    
    1987
    
    
    250
    
    
    
    262,639
    
    
    
    91.6
    %
    
    
    728CV at Woodlake
    
    Raleigh
    
    1996
    
    
    266
    
    
    
    255,124
    
    
    
    92.1
    %
    
    
    667CG at Wilmington
    
    Wilmington
    
    1998/2002
    
    
    390
    
    
    
    355,896
    
    
    
    98.7
    %
    
    
    675CV at Mill Creek
    
    Winston-Salem
    
    1984
    
    
    220
    
    
    
    209,680
    
    
    
    91.8
    %
    
    
    563Glen Eagles I & II
    
    Winston-Salem
    
    1990/2000
    
    
    310
    
    
    
    312,320
    
    
    
    88.1
    %
    
    
    635Subtotal  North Carolina
    
    
    
    
    
    
    8,317
    
    
    
    8,090,788
    
    
    
    93.3
    %
    
    
    707
 32




---



##### Table of Contents



AverageNumber
    
    
    Approximate
    
    
    
    
    
    
    RentalYear
    
    of
    
    
    Rentable Area
    
    
    Percent
    
    
    RateConsolidated Multifamily Property (1)
    
    Location
    
    Completed (2)
    
    Units (3)
    
    
    (Square Feet)
    
    
    Occupied
    
    
    Per Unit (4)South Carolina:CG at Cypress Cove
    
    Charleston
    
    2001
    
    
    264
    
    
    
    303,996
    
    
    
    98.1
    %
    
    
    859CG at Quarterdeck
    
    Charleston
    
    1987
    
    
    230
    
    
    
    218,880
    
    
    
    95.2
    %
    
    
    830CV at Hampton Pointe
    
    Charleston
    
    1986
    
    
    304
    
    
    
    314,600
    
    
    
    96.1
    %
    
    
    726CV at Waters Edge
    
    Charleston
    
    1985
    
    
    204
    
    
    
    187,640
    
    
    
    99.5
    %
    
    
    644CV at Westchase
    
    Charleston
    
    1985
    
    
    352
    
    
    
    258,170
    
    
    
    99.4
    %
    
    
    613CV at Windsor Place
    
    Charleston
    
    1985
    
    
    224
    
    
    
    213,440
    
    
    
    98.2
    %
    
    
    656Subtotal  South Carolina
    
    
    
    
    
    
    1,578
    
    
    
    1,496,726
    
    
    
    97.8
    %
    
    
    718Tennessee:CG at Bellevue
    
    Nashville
    
    1996
    
    
    349
    
    
    
    344,954
    
    
    
    96.6
    %
    
    
    878Subtotal  Tennessee
    
    
    
    
    
    
    349
    
    
    
    344,954
    
    
    
    96.6
    %
    
    
    878Texas:Ashton Oaks
    
    Austin
    
    2008
    
    
    362
    
    
    
    307,514
    
    
    
    93.9
    %
    
    
    757CG at Onion Creek
    
    Austin
    
    2008
    
    
    300
    
    
    
    312,520
    
    
    
    99.0
    %
    
    
    930CG at Round Rock
    
    Austin
    
    2006
    
    
    422
    
    
    
    429,645
    
    
    
    95.3
    %
    
    
    792CG at Silverado
    
    Austin
    
    2004
    
    
    238
    
    
    
    239,668
    
    
    
    94.1
    %
    
    
    761CG at Silverado Reserve
    
    Austin
    
    2006
    
    
    256
    
    
    
    266,146
    
    
    
    96.9
    %
    
    
    835CV at Canyon Hills
    
    Austin
    
    1996
    
    
    229
    
    
    
    183,056
    
    
    
    95.2
    %
    
    
    702CV at Quarry Oaks
    
    Austin
    
    1996
    
    
    533
    
    
    
    469,899
    
    
    
    94.2
    %
    
    
    694CV at Sierra Vista
    
    Austin
    
    1999
    
    
    232
    
    
    
    205,604
    
    
    
    97.8
    %
    
    
    674CG at Canyon
Creek (6)
    
    Austin
    
    2007
    
    
    336
    
    
    
    348,960
    
    
    
    92.0
    %
    
    
    811Brookfield
    
    Dallas/Fort Worth
    
    1984
    
    
    232
    
    
    
    165,672
    
    
    
    90.9
    %
    
    
    564CG at Valley Ranch
    
    Dallas/Fort Worth
    
    1997
    
    
    396
    
    
    
    462,104
    
    
    
    98.2
    %
    
    
    1,011CV at Main Park
    
    Dallas/Fort Worth
    
    1984
    
    
    192
    
    
    
    180,258
    
    
    
    97.4
    %
    
    
    755CV at Oakbend
    
    Dallas/Fort Worth
    
    1996
    
    
    426
    
    
    
    382,751
    
    
    
    85.7
    %
    
    
    747CV at Vista Ridge
    
    Dallas/Fort Worth
    
    1985
    
    
    300
    
    
    
    237,468
    
    
    
    97.0
    %
    
    
    584Paces Cove
    
    Dallas/Fort Worth
    
    1982
    
    
    328
    
    
    
    219,726
    
    
    
    95.1
    %
    
    
    501Remington Hills
    
    Dallas/Fort Worth
    
    1984
    
    
    362
    
    
    
    346,592
    
    
    
    90.6
    %
    
    
    744Summer Tree
    
    Dallas/Fort Worth
    
    1980
    
    
    232
    
    
    
    136,272
    
    
    
    94.0
    %
    
    
    495CG at Bear Creek
    
    Dallas/Fort Worth
    
    1998
    
    
    436
    
    
    
    395,137
    
    
    
    92.2
    %
    
    
    834CV at Grapevine I & II
    
    Dallas/Fort Worth
    
    1985
    
    
    450
    
    
    
    387,244
    
    
    
    92.9
    %
    
    
    702CV at North Arlington
    
    Dallas/Fort Worth
    
    1985
    
    
    240
    
    
    
    190,540
    
    
    
    93.3
    %
    
    
    591CV at Shoal Creek
    
    Dallas/Fort Worth
    
    1996
    
    
    408
    
    
    
    381,756
    
    
    
    93.6
    %
    
    
    794CV at Willow Creek
    
    Dallas/Fort Worth
    
    1996
    
    
    478
    
    
    
    426,764
    
    
    
    94.1
    %
    
    
    769Subtotal  Texas
    
    
    
    
    
    
    7,388
    
    
    
    6,675,296
    
    
    
    94.0
    %
    
    
    741Virginia:Autumn Hill
    
    Charlottesville
    
    1970
    
    
    425
    
    
    
    369,664
    
    
    
    91.5
    %
    
    
    739CV at Harbour Club
    
    Norfolk
    
    1988
    
    
    213
    
    
    
    193,163
    
    
    
    91.1
    %
    
    
    818CV at Tradewinds
    
    Norfolk
    
    1988
    
    
    284
    
    
    
    279,884
    
    
    
    92.6
    %
    
    
    817Ashley Park
    
    Richmond
    
    1988
    
    
    272
    
    
    
    194,464
    
    
    
    100.0
    %
    
    
    691CR at West Franklin
    
    Richmond
    
    1964/1965
    
    
    332
    
    
    
    169,854
    
    
    
    93.4
    %
    
    
    763CV at Chase Gayton
    
    Richmond
    
    1984
    
    
    328
    
    
    
    311,266
    
    
    
    98.8
    %
    
    
    805CV at Hampton Glen
    
    Richmond
    
    1986
    
    
    232
    
    
    
    177,760
    
    
    
    98.7
    %
    
    
    805CV at Waterford
    
    Richmond
    
    1989
    
    
    312
    
    
    
    288,840
    
    
    
    100.0
    %
    
    
    833CV at West End
    
    Richmond
    
    1987
    
    
    224
    
    
    
    156,332
    
    
    
    100.0
    %
    
    
    737CV at Greenbrier
    
    Washington DC
    
    1980
    
    
    258
    
    
    
    217,245
    
    
    
    100.0
    %
    
    
    868Subtotal  Virginia
    
    
    
    
    
    
    2,880
    
    
    
    2,358,472
    
    
    
    96.4
    %
    
    
    785TOTAL
    
    
    
    
    
    
    31,520
    
    
    
    30,634,233
    
    
    
    94.7
    %
    
    $
    761
 
 (1)
    
    All properties are 100% owned by us, including the one property that is in lease-up.
In the listing of multifamily property names, CG has been used as an abbreviation for Colonial
Grand and CV as an abbreviation for Colonial Village.(2)
    
    Represents year initially completed or, where applicable, year(s) in which additional
phases were completed at the property.(3)
    
    Units (in this table only) refer to multifamily apartment units. Number of units
includes all apartment units occupied or available for occupancy at December 31, 2009.(4)
    
    Represents weighted average rental rate per unit of the 105 consolidated multifamily
properties, excluding the one property in lease-up, at December 31, 2009.(5)
    
    This property is currently in lease-up and is not included in the Percent Occupied and
Average Rental Rate per Unit Totals.(6)
    
    During the third quarter 2009, the Company contributed preferred equity to the joint
venture thus resulting in consolidation of the property. 33




---



##### Table of Contents



Unconsolidated Multifamily Properties
 AverageNumber
    
    
    Approximate
    
    
    
    
    
    
    RentalYear
    
    of
    
    
    Rentable Area
    
    
    Percent
    
    
    RateUnconsolidated Multifamily Property (1)
    
    Location
    
    Completed (2)
    
    Units (3)
    
    
    (Square Feet)
    
    
    Occupied
    
    
    Per Unit (4)Alabama:The Grove at Riverchase
    
    Birmingham
    
    1996
    
    
    345
    
    
    
    327,223
    
    
    
    94.2
    %
    
    
    740CG at Traditions
    
    Gulf Shores
    
    2007
    
    
    324
    
    
    
    321,744
    
    
    
    94.8
    %
    
    
    546Subtotal  Alabama
    
    
    
    
    
    
    669
    
    
    
    648,967
    
    
    
    94.5
    %
    
    
    646Georgia:CG at Huntcliff
    
    Atlanta
    
    1997
    
    
    358
    
    
    
    364,633
    
    
    
    95.0
    %
    
    
    841Subtotal  Georgia
    
    
    
    
    
    
    358
    
    
    
    364,633
    
    
    
    95.0
    %
    
    
    841North Carolina:CG at Research Park (Durham)
    
    Raleigh
    
    2002
    
    
    370
    
    
    
    377,050
    
    
    
    93.0
    %
    
    
    766CV at Cary
    
    Raleigh
    
    1995
    
    
    319
    
    
    
    400,127
    
    
    
    93.4
    %
    
    
    835Subtotal  North Carolina
    
    
    
    
    
    
    689
    
    
    
    777,177
    
    
    
    93.2
    %
    
    
    798Texas:Belterra
    
    Fort Worth
    
    2006
    
    
    288
    
    
    
    278,292
    
    
    
    93.4
    %
    
    
    847Subtotal  Texas
    
    
    
    
    
    
    288
    
    
    
    278,292
    
    
    
    93.4
    %
    
    
    847TOTAL
    
    
    
    
    
    
    2,004
    
    
    
    2,069,069
    
    
    
    94.0
    %
    
    $
    762
 
 (1)
    
    We hold between a 10%  20% non-controlling interest in the unconsolidated joint
venture that owns these properties. In the listing of multifamily property names, CG has been
used as an abbreviation for Colonial Grand and CV as an abbreviation for Colonial Village.(2)
    
    Represents year initially completed or, where applicable, year(s) in which additional
phases were completed at the property.(3)
    
    For the purposes of this table, units refer to multifamily apartment units. Number of
units includes all apartment units occupied or available for occupancy at December 31, 2009.(4)
    
    Represents weighted average rental rate per unit of the six unconsolidated multifamily
properties not in lease-up at December 31, 2009.  Average BaseNumber
    
    Percent
    
    Rental RateYear-End
    
    of Units
    
    Leased (1)
    
    Per Unit (1)December 31, 2009
    
    
    31,520
    
    
    
    94.7
    %
    
    $
    761December 31, 2008
    
    
    30,353
    
    
    
    94.1
    %
    
    
    784December 31, 2007
    
    
    30,371
    
    
    
    96.0
    %
    
    
    880December 31, 2006
    
    
    32,715
    
    
    
    95.5
    %
    
    
    851December 31, 2005
    
    
    34,272
    
    
    
    95.3
    %
    
    
    817
 
 (1)
    
    Represents weighted average occupancy of the multifamily properties that had achieved
stabilized occupancy at the end of the respective period (excluding one property in lease-up
at December 31, 2009).  Average BaseNumber
    
    Percent
    
    Rental RateYear-End
    
    of Units
    
    Leased (1)
    
    Per Unit (1)December 31, 2009
    
    
    2,004
    
    
    
    94.0
    %
    
    $
    762December 31, 2008
    
    
    4,246
    
    
    
    92.3
    %
    
    
    800December 31, 2007
    
    
    5,943
    
    
    
    96.1
    %
    
    
    803December 31, 2006
    
    
    5,396
    
    
    
    94.6
    %
    
    
    746December 31, 2005
    
    
    10,065
    
    
    
    95.1
    %
    
    
    666
 
 (1)
    
    Represents weighted average occupancy of the multifamily properties that had achieved
stabilized occupancy at the end of the respective period. 34




---



##### Table of Contents



For-Sale Residential
  Commercial Properties
   Consolidated Commercial Properties
 Average BaseNet Rentable
    
    
    Anchor
    
    
    
    
    
    
    Total
    
    
    Rent PerYear
    
    
    Area
    
    
    Owned
    
    
    Percent
    
    
    Annualized
    
    
    LeasedConsolidated Commercial Properties (1)
    
    Location
    
    Completed (2)
    
    
    Square Feet (3)
    
    
    Square Feet (4)
    
    
    Leased (5)
    
    
    Base Rent (6)
    
    
    Square Foot (7)Alabama:Brookwood Village Center (8)
    
    Birmingham
    
    
    1974
    
    
    
    4,708
    
    
    
    n/a
    
    
    
    100.0
    %
    
    $
    83,528
    
    
    $
    17.74Colonial Brookwood Village
    
    Birmingham
    
    
    1973/91/00
    
    
    
    604,606
    
    
    
    231,953
    
    
    
    93.1
    %
    
    
    4,750,793
    
    
    
    27.95Colonial Promenade Tannehill
    
    Birmingham
    
    
    2008
    
    
    
    432,717
    
    
    
    127,000
    
    
    
    94.7
    %
    
    
    1,554,986
    
    
    
    20.43Colonial Promenade Alabaster
    
    Birmingham
    
    
    2005
    
    
    
    685,326
    
    
    
    392,868
    
    
    
    98.6
    %
    
    
    1,217,355
    
    
    
    19.46Colonial Center Brookwood Village
    
    Birmingham
    
    
    2007
    
    
    
    169,965
    
    
    
    n/a
    
    
    
    100.0
    %
    
    
    4,960,195
    
    
    
    29.18Subtotal-Alabama
    
    
    
    
    
    
    
    
    1,897,322
    
    
    
    751,821
    
    
    
    96.0
    %
    
    
    12,566,857
    
    
    
    26.00Georgia:Three Ravinia
    
    Atlanta
    
    
    1991
    
    
    
    813,145
    
    
    
    n/a
    
    
    
    84.1
    %
    
    
    18,139,633
    
    
    
    27.10Subtotal-Georgia
    
    
    
    
    
    
    
    
    813,145
    
    
    
    
    
    
    
    84.1
    %
    
    
    18,139,633
    
    
    
    27.10Florida:Colonial Center Town Park 400
    
    Orlando
    
    
    2008
    
    
    
    175,674
    
    
    
    n/a
    
    
    
    34.1
    %
    
    
    1,220,163
    
    
    
    23.50Subtotal-Florida
    
    
    
    
    
    
    
    
    175,674
    
    
    
    
    
    
    
    34.1
    %
    
    
    1,220,163
    
    
    
    23.50North Carolina:Metropolitan Midtown Retail
    
    Charlotte
    
    
    2008
    
    
    
    172,129
    
    
    
    n/a
    
    
    
    75.9
    %
    
    
    655,007
    
    
    
    33.04Metropolitan Midtown Office
    
    Charlotte
    
    
    2008
    
    
    
    170,401
    
    
    
    n/a
    
    
    
    77.0
    %
    
    
    3,799,208
    
    
    
    28.94Subtotal-North Carolina
    
    
    
    
    
    
    
    
    342,530
    
    
    
    
    
    
    
    76.5
    %
    
    
    4,454,215
    
    
    
    29.48TOTAL
    
    
    
    
    
    
    
    
    3,228,671
    
    
    
    751,821
    
    
    
    82.2
    %
    
    $
    36,380,868
    
    
    $
    26.84
 
 (1)
    
    At December 31, 2009, the nine properties listed above are 100% owned by us.(2)
    
    Represents year initially completed or, where applicable, the most recent year in which
the property was substantially renovated or in which an additional phase of the property was
completed.(3)
    
    Net Rentable Area for Retail properties includes leasable area and space owned by
anchor tenants.(4)
    
    Represents space owned by anchor tenants.(5)
    
    Percent leased excludes anchor-owned space.(6)
    
    Total Annualized Base Rent includes all base rents at our wholly-owned properties for
leases in place at December 31, 2009.(7)
    
    Average Base Rent per Leased Square Foot excludes Retail anchor tenants over 10,000
square feet.(8)
    
    This property includes an aggregate of 88,158 square-feet. However, only 4,708
square-feet is currently being leased due to redevelopment plans.  35




---



##### Table of Contents



Unconsolidated Commercial Properties
 Average BaseNet Rentable
    
    
    Anchor
    
    
    
    
    
    
    Total
    
    
    Rent PerYear
    
    
    Area
    
    
    Owned
    
    
    Percent
    
    
    Annualized
    
    
    LeasedUnconsolidated Commercial Properties (1)
    
    Location
    
    Completed (2)
    
    
    Square Feet (3)
    
    
    Square Feet (4)
    
    
    Leased (5)
    
    
    Base Rent (6)
    
    
    Square Foot (7)Alabama:Colonial Pinnacle Tutwiler II
    
    Birmingham
    
    
    2007
    
    
    
    65,000
    
    
    
    n/a
    
    
    
    100.0
    %
    
    $
    899,761
    
    
    $
    13.84Colonial Promenade Alabaster II
    
    Birmingham
    
    
    2007
    
    
    
    355,269
    
    
    
    225,921
    
    
    
    97.6
    %
    
    
    943,127
    
    
    
    21.14Colonial Promenade Hoover
    
    Birmingham
    
    
    2002
    
    
    
    380,632
    
    
    
    215,766
    
    
    
    92.4
    %
    
    
    1,165,209
    
    
    
    18.32Colonial Shoppes Colonnade
    
    Birmingham
    
    
    1989/2005
    
    
    
    125,462
    
    
    
    n/a
    
    
    
    86.9
    %
    
    
    1,446,187
    
    
    
    18.34Colonial Center Blue Lake
    
    Birmingham
    
    
    1982-2005
    
    
    
    166,590
    
    
    
    n/a
    
    
    
    80.8
    %
    
    
    2,615,459
    
    
    
    22.03Colonial Center Colonnade
    
    Birmingham
    
    
    1989/99
    
    
    
    419,387
    
    
    
    n/a
    
    
    
    92.9
    %
    
    
    8,520,995
    
    
    
    22.01Riverchase Center
    
    Birmingham
    
    
    1985
    
    
    
    306,143
    
    
    
    n/a
    
    
    
    92.1
    %
    
    
    2,862,453
    
    
    
    10.71Land Title Bldg.
    
    Birmingham
    
    
    1975
    
    
    
    29,987
    
    
    
    n/a
    
    
    
    100.0
    %
    
    
    411,087
    
    
    
    13.71International Park
    
    Birmingham
    
    
    1987/99
    
    
    
    210,984
    
    
    
    n/a
    
    
    
    92.9
    %
    
    
    3,871,520
    
    
    
    20.41Independence Plaza
    
    Birmingham
    
    
    1979-2000
    
    
    
    106,216
    
    
    
    n/a
    
    
    
    98.4
    %
    
    
    2,008,364
    
    
    
    19.27Colonial Plaza
    
    Birmingham
    
    
    1999
    
    
    
    170,850
    
    
    
    n/a
    
    
    
    91.6
    %
    
    
    2,726,164
    
    
    
    18.58Parkway Place
    
    Huntsville
    
    
    1999
    
    
    
    623,436
    
    
    
    348,164
    
    
    
    90.7
    %
    
    
    5,548,908
    
    
    
    28.96Colonial Center Lakeside
    
    Huntsville
    
    
    1989/90
    
    
    
    122,162
    
    
    
    n/a
    
    
    
    100.0
    %
    
    
    2,143,001
    
    
    
    17.54Colonial Center Research Park
    
    Huntsville
    
    
    1999
    
    
    
    133,750
    
    
    
    n/a
    
    
    
    100.0
    %
    
    
    2,450,958
    
    
    
    18.54Colonial Center Research Place
    
    Huntsville
    
    
    1979/84/88
    
    
    
    274,657
    
    
    
    n/a
    
    
    
    100.0
    %
    
    
    3,865,546
    
    
    
    14.07DRS Building
    
    Huntsville
    
    
    1972/86/90/03
    
    
    
    215,485
    
    
    
    n/a
    
    
    
    100.0
    %
    
    
    1,923,432
    
    
    
    8.93Regions Center
    
    Huntsville
    
    
    1990
    
    
    
    154,297
    
    
    
    n/a
    
    
    
    95.1
    %
    
    
    2,780,901
    
    
    
    19.65Perimeter Corporate Park
    
    Huntsville
    
    
    1986/89
    
    
    
    234,597
    
    
    
    n/a
    
    
    
    94.3
    %
    
    
    3,653,637
    
    
    
    18.57Progress Center
    
    Huntsville
    
    
    1987/89
    
    
    
    221,992
    
    
    
    n/a
    
    
    
    96.8
    %
    
    
    2,751,355
    
    
    
    12.81Research Park Office Center
    
    Huntsville
    
    
    1998/99
    
    
    
    236,453
    
    
    
    n/a
    
    
    
    99.5
    %
    
    
    3,009,943
    
    
    
    12.79Northrop Grumman
    
    Huntsville
    
    
    2007
    
    
    
    110,275
    
    
    
    n/a
    
    
    
    100.0
    %
    
    
    1,517,466
    
    
    
    13.76Colonial Promenade Madison
    
    Madison
    
    
    2000
    
    
    
    110,655
    
    
    
    n/a
    
    
    
    95.4
    %
    
    
    369,981
    
    
    
    14.91Subtotal-Alabama
    
    
    
    
    
    
    
    
    4,774,279
    
    
    
    789,851
    
    
    
    94.2
    %
    
    
    57,485,454
    
    
    
    17.20Florida:Colonial Promenade TownPark
    
    Orlando
    
    
    2005
    
    
    
    198,421
    
    
    
    n/a
    
    
    
    90.8
    %
    
    
    1,901,102
    
    
    
    25.14901 Maitland Center Orlando
    
    
    
    
    1985
    
    
    
    158,327
    
    
    
    n/a
    
    
    
    73.2
    %
    
    
    2,247,807
    
    
    
    19.53Colonial Center at TownPark
    
    Orlando
    
    
    2001
    
    
    
    657,844
    
    
    
    n/a
    
    
    
    92.3
    %
    
    
    13,073,541
    
    
    
    21.76Colonial Center Heathrow
    
    Orlando
    
    
    1988/96/97/98/99/2000/2001
    
    
    
    922,266
    
    
    
    n/a
    
    
    
    86.4
    %
    
    
    15,738,755
    
    
    
    19.87Colonial TownPark Office
    
    Orlando
    
    
    2004
    
    
    
    37,970
    
    
    
    n/a
    
    
    
    71.5
    %
    
    
    662,020
    
    
    
    24.40Colonial Center at Bayside
    
    Tampa
    
    
    1988/94/97
    
    
    
    212,896
    
    
    
    n/a
    
    
    
    66.3
    %
    
    
    2,747,730
    
    
    
    19.80Colonial Place I & II
    
    Tampa
    
    
    1984/1986
    
    
    
    371,478
    
    
    
    n/a
    
    
    
    81.8
    %
    
    
    7,656,966
    
    
    
    25.46Concourse Center
    
    Tampa
    
    
    1982-2005/1983-2003/1984
    
    
    
    294,369
    
    
    
    n/a
    
    
    
    78.7
    %
    
    
    4,666,041
    
    
    
    20.25Subtotal-Florida
    
    
    
    
    
    
    
    
    2,853,571
    
    
    
    
    
    
    
    84.2
    %
    
    
    48,693,962
    
    
    
    21.35Georgia:The Peachtree
    
    Atlanta
    
    
    1989
    
    
    
    316,635
    
    
    
    n/a
    
    
    
    89.9
    %
    
    
    6,810,709
    
    
    
    24.58Subtotal-Georgia
    
    
    
    
    
    
    
    
    316,635
    
    
    
    
    
    
    
    89.9
    %
    
    
    6,810,709
    
    
    
    24.58North Carolina:Esplanade
    
    Charlotte
    
    
    1981/2007
    
    
    
    202,810
    
    
    
    n/a
    
    
    
    84.2
    %
    
    
    3,066,678
    
    
    
    19.76Subtotal-North Carolina
    
    
    
    
    
    
    
    
    202,810
    
    
    
    
    
    
    
    84.2
    %
    
    
    3,066,678
    
    
    
    19.76Tennessee:Colonial Pinnacle Turkey Creek
    
    Knoxville
    
    
    2005
    
    
    
    485,569
    
    
    
    n/a
    
    
    
    95.0
    %
    
    
    3,880,544
    
    
    
    23.41Colonial Pinnacle Turkey Creek III
    
    Knoxville (8)
    
    
    2009
    
    
    
    165,858
    
    
    
    n/a
    
    
    LUColonial Promenade Smyrna
    
    Smyrna
    
    
    2008
    
    
    
    415,835
    
    
    
    267,502
    
    
    
    96.6
    %
    
    
    1,480,206
    
    
    
    20.39Subtotal-Tennessee
    
    
    
    
    
    
    
    
    1,067,262
    
    
    
    267,502
    
    
    
    95.4
    %
    
    
    5,360,750
    
    
    
    22.49Texas:Research Park Plaza III and IV
    
    Austin
    
    
    2001
    
    
    
    357,689
    
    
    
    n/a
    
    
    
    81.5
    %
    
    
    6,275,125
    
    
    
    21.95Subtotal-Texas
    
    
    
    
    
    
    
    
    357,689
    
    
    
    
    
    
    
    81.5
    %
    
    
    6,275,125
    
    
    
    21.95TOTAL
    
    
    
    
    
    
    
    
    9,572,246
    
    
    
    1,057,353
    
    
    
    89.9
    %
    
    $
    127,692,678
    
    
    $
    19.42
 
 (1)
    
    We hold between a 5% -50% noncontrolling interests in the unconsolidated joint ventures
that own these properties.(2)
    
    Represents year initially completed or, where applicable, most recent year in which the
property was substantially renovated or in which an additional phase of the property was
completed.(3)
    
    Net Rentable Area for Retail properties includes leasable area and space owned by
anchor tenants.(4)
    
    Represents space owned by anchor tenants.(5)
    
    Percent leased excludes anchor-owned space.(6)
    
    Total Annualized Base Rent includes all base rents at our partially-owned properties
for leases in place at December 31, 2009.(7)
    
    Average Base Rent per Leased Square Foot excludes Retail anchor tenants over 10,000
square feet.(8)
    
    This property is currently in lease-up and is not included in the Percent Leased and
Average Base Rent per Leased Square Foot property totals. 36




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##### Table of Contents



Net Rentable
    
    
    Annualized
    
    
    Percent of TotalYear of
    
    Number of
    
    
    Area Of
    
    
    Base Rent of
    
    
    Annual Base RentLease
    
    Tenants with
    
    
    Expiring Leases
    
    
    Expiring
    
    
    Represented byExpiration
    
    Expiring Leases
    
    
    (Square Feet) (1)
    
    
    Leases (1)(2)
    
    
    Expiring Leases (1)2010
    
    
    17
    
    
    
    32,596
    
    
    $
    761,145
    
    
    
    2.2
    %2011
    
    
    25
    
    
    
    125,136
    
    
    
    2,398,290
    
    
    
    6.8
    %2012
    
    
    24
    
    
    
    100,414
    
    
    
    2,216,172
    
    
    
    6.3
    %2013
    
    
    27
    
    
    
    120,059
    
    
    
    2,566,021
    
    
    
    7.3
    %2014
    
    
    15
    
    
    
    69,000
    
    
    
    1,141,131
    
    
    
    3.2
    %2015
    
    
    18
    
    
    
    200,056
    
    
    
    3,583,885
    
    
    
    10.1
    %Thereafter
    
    
    51
    
    
    
    1,291,741
    
    
    
    22,672,974
    
    
    
    64.2
    %177
    
    
    
    1,939,002
    
    
    $
    35,339,618
    
    
    
    100.0
    %
 
 (1)
    
    Excludes approximately 537,848 square feet of space not leased as of December 31, 2009.(2)
    
    Annualized base rent is calculated using base rents as of December 31, 2009.  Net Rentable
    
    
    Annualized
    
    
    Percent of TotalYear of
    
    Number of
    
    
    Area Of
    
    
    Base Rent of
    
    
    Annual Base RentLease
    
    Tenants with
    
    
    Expiring Leases
    
    
    Expiring
    
    
    Represented byExpiration
    
    Expiring Leases
    
    
    (Square Feet) (1)
    
    
    Leases (1)(2)
    
    
    Expiring Leases (1)2010
    
    
    133
    
    
    
    737,247
    
    
    $
    14,014,925
    
    
    
    10.2
    %2011
    
    
    148
    
    
    
    1,103,520
    
    
    
    21,064,222
    
    
    
    15.3
    %2012
    
    
    143
    
    
    
    1,613,580
    
    
    
    31,759,928
    
    
    
    23.1
    %2013
    
    
    118
    
    
    
    837,375
    
    
    
    16,035,899
    
    
    
    11.7
    %2014
    
    
    65
    
    
    
    475,343
    
    
    
    9,253,828
    
    
    
    6.7
    %2015
    
    
    38
    
    
    
    707,380
    
    
    
    10,059,807
    
    
    
    7.3
    %Thereafter
    
    
    138
    
    
    
    1,947,293
    
    
    
    35,337,038
    
    
    
    25.7
    %783
    
    
    
    7,421,738
    
    
    $
    137,525,647
    
    
    
    100.0
    %
 
 (1)
    
    Excludes approximately 1,093,155 square feet of space not leased as of December 31, 2009.(2)
    
    Annualized base rent is calculated using base rents as of December 31, 2009.  Average BaseRentable Area
    
    Total
    
    Rent Per LeasedYear-End
    
    (Square Feet)
    
    Percent Leased (1)
    
    Square Foot (1) (2)December 31, 2009
    
    
    3,228,671
    
    
    
    89.9
    %
    
    $
    26.88December 31, 2008
    
    
    2,270,880
    
    
    
    96.8
    %
    
    
    24.87December 31, 2007
    
    
    1,249,000
    
    
    
    95.4
    %
    
    
    22.49December 31, 2006
    
    
    13,805,300
    
    
    
    93.9
    %
    
    
    17.70December 31, 2005
    
    
    16,295,300
    
    
    
    92.0
    %
    
    
    18.27
 
 (1)
    
    Total Percent Leased and Average Base Rent Per Leased
Square Foot is calculated excluding two properties in lease-up at December 31, 2009.(2)
    
    Average Base Rent per Leased Square Foot excludes retail
anchor tenants over 10,000 square feet. 37




---



##### Table of Contents



Average BaseRentable Area
    
    Total
    
    Rent Per LeasedYear-End
    
    (Square Feet)
    
    Percent Leased (1)
    
    Square Foot (1) (2)December 31, 2009
    
    
    9,572,246
    
    
    
    89.9
    %
    
    $
    19.42December 31, 2008
    
    
    21,842,150
    
    
    
    89.5
    %
    
    
    19.82December 31, 2007
    
    
    25,380,000
    
    
    
    91.4
    %
    
    
    19.23December 31, 2006
    
    
    15,859,700
    
    
    
    90.4
    %
    
    
    19.27December 31, 2005
    
    
    16,657,700
    
    
    
    88.5
    %
    
    
    17.52
 
 (1)
    
    Total Percent Leased and Average Base Rent Per Leased
Square Foot is calculated excluding one property in lease-up at December 31, 2009.(2)
    
    Average Base Rent per Leased Square Foot excludes Retail
anchor tenants over 10,000 square feet. Undeveloped Land
  Property Markets
  Geographic Concentration of Consolidated Properties
 Units (Multifamily)State
    
    (1)
    
    NRA (2)Alabama
    
    
    2,595
    
    
    
    2,649,143Arizona
    
    
    952
    
    
    
    Florida
    
    
    2,362
    
    
    
    175,674Georgia
    
    
    4,719
    
    
    
    813,145Nevada
    
    
    380
    
    
    
    North Carolina
    
    
    8,317
    
    
    
    342,530South Carolina
    
    
    1,578
    
    
    
    Tennessee
    
    
    349
    
    
    
    Texas
    
    
    7,388
    
    
    
    Virginia
    
    
    2,880
    
    
    
    Total
    
    
    31,520
    
    
    
    3,980,492
 
 (1)
    
    Units (in this table only) refer to multifamily apartment units.(2)
    
    NRA refers to net rentable area of commercial space, which includes gross leasable area and space owned by anchor tenants.  38




---



##### Table of Contents



Mortgage Financing
  (dollars in thousands)
 AnticipatedPrincipal
    
    
    Annual DebtInterest
    
    
    Balance (as of
    
    
    Service (1/1/10 -
    
    
    Maturity
    
    
    Balance DueProperty (1)
    
    Rate
    
    
    12/31/09)
    
    
    12/31/10)
    
    
    Date
    
    
    on MaturityMultifamily PropertiesCG at Canyon Creek
    
    
    5.640
    %
    
    $
    15,569
    
    
    $
    878
    
    
    
    09/14/19
    
    
    $
    15,569CG at Arringdon (2)
    
    
    6.040
    %
    
    
    18,104
    
    
    
    1,093
    
    
    
    02/27/19
    
    
    
    18,104CG at Barrett Creek (3)
    
    
    5.310
    %
    
    
    18,378
    
    
    
    976
    
    
    
    06/01/19
    
    
    
    18,378CG at Bear Creek (2)
    
    
    6.040
    %
    
    
    22,567
    
    
    
    1,363
    
    
    
    02/27/19
    
    
    
    22,568CG at Beverly Crest (2)
    
    
    6.040
    %
    
    
    14,521
    
    
    
    877
    
    
    
    02/27/19
    
    
    
    14,521CG at Crabtree Valley (2)
    
    
    6.040
    %
    
    
    9,869
    
    
    
    596
    
    
    
    02/27/19
    
    
    
    9,869CG at Edgewater I (3)
    
    
    5.310
    %
    
    
    26,456
    
    
    
    1,405
    
    
    
    06/01/19
    
    
    
    26,456CG at Godley Station
    
    
    5.550
    %
    
    
    17,149
    
    
    
    952
    
    
    
    06/01/25
    
    
    
    17,149CG at Heathrow (2)
    
    
    6.040
    %
    
    
    19,299
    
    
    
    1,166
    
    
    
    02/27/19
    
    
    
    19,299CG at Huntersville (3)
    
    
    5.310
    %
    
    
    14,165
    
    
    
    752
    
    
    
    06/01/19
    
    
    
    14,165CG at Liberty Park (2)
    
    
    6.040
    %
    
    
    16,702
    
    
    
    1,009
    
    
    
    02/27/19
    
    
    
    16,703CG at Madison (3)
    
    
    5.310
    %
    
    
    21,473
    
    
    
    1,140
    
    
    
    06/01/19
    
    
    
    21,473CG at Mallard Creek (2)
    
    
    6.040
    %
    
    
    14,647
    
    
    
    885
    
    
    
    02/27/19
    
    
    
    14,647CG at Mallard Lake (2)
    
    
    6.040
    %
    
    
    16,533
    
    
    
    999
    
    
    
    02/27/19
    
    
    
    16,533CG at McGinnis Ferry (2)
    
    
    6.040
    %
    
    
    23,888
    
    
    
    1,443
    
    
    
    02/27/19
    
    
    
    2,388CG at Mount Vernon (2)
    
    
    6.040
    %
    
    
    14,364
    
    
    
    868
    
    
    
    02/27/19
    
    
    
    14,364CG at Patterson Place (2)
    
    
    6.040
    %
    
    
    14,395
    
    
    
    869
    
    
    
    02/27/19
    
    
    
    14,396CG at River Oaks (3)
    
    
    5.310
    %
    
    
    11,147
    
    
    
    592
    
    
    
    06/01/19
    
    
    
    11,147CG at Round Rock (2)
    
    
    6.040
    %
    
    
    22,945
    
    
    
    1,386
    
    
    
    02/27/19
    
    
    
    22,945CG at Seven Oaks (3)
    
    
    5.310
    %
    
    
    19,774
    
    
    
    1,050
    
    
    
    06/01/19
    
    
    
    19,774CG at Shiloh (2)
    
    
    6.040
    %
    
    
    28,540
    
    
    
    1,724
    
    
    
    02/27/19
    
    
    
    28,540CG at Town Park (Lake Mary) (3)
    
    
    5.310
    %
    
    
    31,434
    
    
    
    1,669
    
    
    
    06/01/19
    
    
    
    31,434CG at Trinity Commons
    
    
    5.430
    %
    
    
    30,500
    
    
    
    1,656
    
    
    
    04/01/18
    
    
    
    30,500CG at Wilmington
    
    
    5.380
    %
    
    
    27,100
    
    
    
    1,458
    
    
    
    04/01/15
    
    
    
    27,100CV at Greystone (3)
    
    
    5.310
    %
    
    
    13,532
    
    
    
    719
    
    
    
    06/01/19
    
    
    
    13,532CV at Matthews
    
    
    5.800
    %
    
    
    14,700
    
    
    
    853
    
    
    
    03/29/16
    
    
    
    14,700CV at Oakbend (2)
    
    
    6.040
    %
    
    
    20,305
    
    
    
    1,225
    
    
    
    02/27/19
    
    
    
    20,305CV at Quarry Oaks (2)
    
    
    6.040
    %
    
    
    25,145
    
    
    
    1,519
    
    
    
    02/27/19
    
    
    
    25,145CV at Shoal Creek (2)
    
    
    6.040
    %
    
    
    21,373
    
    
    
    1,291
    
    
    
    02/27/19
    
    
    
    21,373CV at Sierra Vista (2)
    
    
    6.040
    %
    
    
    10,215
    
    
    
    617
    
    
    
    02/27/19
    
    
    
    10,215CV at Timber Crest
    
    
    3.150
    %(4)
    
    
    13,371
    
    
    
    421
    
    
    
    08/15/15
    
    
    
    13,371CV at West End (2)
    
    
    6.040
    %
    
    
    11,818
    
    
    
    714
    
    
    
    02/27/19
    
    
    
    11,818CV at Willow Creek (2)
    
    
    6.040
    %
    
    
    24,768
    
    
    
    1,496
    
    
    
    02/27/19
    
    
    
    24,768Other debt:Unsecured Credit Facility (5)
    
    
    1.280
    %(4)
    
    
    310,546
    
    
    
    3,978
    
    
    
    06/15/12
    
    
    
    310,546Medium Term Notes (6)
    
    
    8.800
    %
    
    
    20,000
    
    
    
    147
    
    
    
    02/01/10
    
    
    
    20,000Medium Term Notes
    
    
    8.800
    %
    
    
    10,000
    
    
    
    880
    
    
    
    03/15/10
    
    
    
    10,000Medium Term Notes
    
    
    8.050
    %
    
    
    10,000
    
    
    
    805
    
    
    
    12/27/10
    
    
    
    10,000Medium Term Notes
    
    
    8.080
    %
    
    
    10,000
    
    
    
    808
    
    
    
    12/24/10
    
    
    
    10,000Senior Unsecured Notes
    
    
    6.875
    %
    
    
    79,726
    
    
    
    5,485
    
    
    
    08/15/12
    
    
    
    79,726Senior Unsecured Notes
    
    
    6.150
    %
    
    
    99,437
    
    
    
    6,115
    
    
    
    04/15/13
    
    
    
    99,437Senior Unsecured Notes
    
    
    4.800
    %
    
    
    57,085
    
    
    
    2,740
    
    
    
    04/01/11
    
    
    
    57,085Senior Unsecured Notes
    
    
    6.250
    %
    
    
    200,229
    
    
    
    12,514
    
    
    
    06/15/14
    
    
    
    200,229Senior Unsecured Notes (6)
    
    
    4.750
    %
    
    
    4,204
    
    
    
    17
    
    
    
    02/01/10
    
    
    
    4,204Senior Unsecured Notes
    
    
    5.500
    %
    
    
    193,333
    
    
    
    10,633
    
    
    
    10/01/15
    
    
    
    193,333Senior Unsecured Notes
    
    
    6.050
    %
    
    
    95,037
    
    
    
    5,750
    
    
    
    09/01/16
    
    
    
    95,037TOTAL CONSOLIDATED DEBT
    
    
    5.094
    %
    
    $
    1,714,343
    
    
    $
    85,533
    
    
    
    
    
    
    $
    1,692,846
 
 Footnotes on following page 39




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##### Table of Contents



(1)
    
    Certain of the properties were developed in phases and separate mortgage indebtedness may
encumber each of the various phases. In the listing of property names, CG has been used as an
abbreviation for Colonial Grand and CV as an abbreviation for Colonial Village.(2)
    
    These properties are cross-collateralized under the same secured credit facility and
bear a weighted average interest rate of 6.04%.(3)
    
    These properties are cross-collateralized under the same secured credit facility and
bear a weighted average interest rate of 5.31%.(4)
    
    Represents variable rate debt.(5)
    
    This unsecured credit facility bears interest at a variable rate, based on LIBOR plus a
spread of 105 basis points. The facility also includes a competitive bid feature that allows
us to convert up to $337.5 million under the unsecured credit facility to a fixed rate, for a
fixed term not to exceed 90 days. At December 31, 2009, we had no amounts outstanding under
the competitive bid feature.(6)
    
    These notes matured subsequent to December 31, 2009, and thus were paid in full with
borrowings from the Companys unsecured credit facility. Our joint venture
investments could be adversely affected by our lack of sole decision-making authority, our reliance
on our joint venture partners financial condition, any disputes that may arise between us and our
joint venture partners and our exposure to potential losses from the actions of our joint venture
partners.
  
 Item 3.
    
    Legal Proceedings.
  
 Item 4.
    
    Submission of Matters to a Vote of Security Holders.
  
 PART II
 
 Item 5.
    
    Market for Registrants Common Equity, Related Shareholder Matters and Issuer Purchases of
Equity Securities.
  Calendar Period
    
    High
    
    Low
    
    Distribution2009:First Quarter
    
    $
    9.09
    
    
    $
    2.72
    
    
    $
    0.25Second Quarter
    
    $
    8.85
    
    
    $
    3.57
    
    
    $
    0.15Third Quarter
    
    $
    11.43
    
    
    $
    6.98
    
    
    $
    0.15Fourth Quarter
    
    $
    12.41
    
    
    $
    9.72
    
    
    $
    0.152008:First Quarter
    
    $
    27.44
    
    
    $
    19.46
    
    
    $
    0.50Second Quarter
    
    $
    26.35
    
    
    $
    19.11
    
    
    $
    0.50Third Quarter
    
    $
    21.66
    
    
    $
    16.70
    
    
    $
    0.50Fourth Quarter
    
    $
    18.84
    
    
    $
    3.43
    
    
    $
    0.25
 40




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##### Table of Contents



Issuance of Unregistered Equity Securities
    Dividend Policy
   41




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##### Table of Contents



Issuer Purchases of Equity Securities
  Shares Purchased as
    
    
    Maximum Number ofPart of Publicly
    
    
    Shares that may yet beTotal Number of Shares
    
    
    Average Price Paid
    
    
    Announced Plans or
    
    
    Purchased Under thePurchased (1)
    
    
    per Share
    
    
    Programs
    
    
    PlansOctober 1 
October 31, 2009
    
    
    2,737
    
    
    $
    11.37
    
    
    
    
    
    
    
    November 1 
November 30, 2009
    
    
    1,050
    
    
    $
    10.47
    
    
    
    
    
    
    
    December 1 
December 31, 2009
    
    
    411
    
    
    $
    11.57
    
    
    
    
    
    
    
    Total
    
    
    4,198
    
    
    $
    11.16
    
    
    
    
    
    
    
    
 
 (1)
    
    Represents the number of shares acquired by us from employees as
payment of applicable statutory minimum withholding taxes owed
upon vesting of restricted stock granted under our Third Amended
and Restated Stock Option Plan and Restricted Stock Plan and our
2008 Omnibus Incentive Plan. 42




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##### Table of Contents



Item 6.
    
    Selected Financial Data.
  COLONIAL PROPERTIES TRUST
SELECTED FINANCIAL INFORMATION
 (in thousands, except per share data)
    
    2009
    
    2008
    
    2007
    
    2006
    
    2005OPERATING DATATotal revenue
    
    $
    340,352
    
    
    $
    343,567
    
    
    $
    421,571
    
    
    $
    464,440
    
    
    $
    379,852Expenses:Depreciation and amortization
    
    
    117,190
    
    
    
    104,713
    
    
    
    119,246
    
    
    
    143,549
    
    
    
    150,329Impairment and other losses
    
    
    10,390
    
    
    
    93,100
    
    
    
    44,129
    
    
    
    1,600
    
    
    
    Other operating
    
    
    178,640
    
    
    
    184,197
    
    
    
    228,893
    
    
    
    222,552
    
    
    
    159,106Income (loss) from operations
    
    
    34,132
    
    
    
    (38,443
    )
    
    
    29,303
    
    
    
    96,739
    
    
    
    70,417Interest expense
    
    
    91,986
    
    
    
    75,153
    
    
    
    92,475
    
    
    
    121,416
    
    
    
    118,062Interest income
    
    
    1,446
    
    
    
    2,776
    
    
    
    8,359
    
    
    
    7,754
    
    
    
    4,354Gains from sales of property
    
    
    5,875
    
    
    
    6,776
    
    
    
    314,292
    
    
    
    66,794
    
    
    
    105,608Gains (losses) on retirement of debt
    
    
    56,427
    
    
    
    15,951
    
    
    
    (10,363
    )
    
    
    (641
    )
    
    
    Other income, net
    
    
    7,134
    
    
    
    13,145
    
    
    
    27,295
    
    
    
    40,127
    
    
    
    4,431Income (loss) from continuing operations
    
    
    13,028
    
    
    
    (74,948
    )
    
    
    276,411
    
    
    
    89,357
    
    
    
    66,748Income from discontinued operations
    
    
    2,150
    
    
    
    24,427
    
    
    
    102,162
    
    
    
    165,283
    
    
    
    222,541Dividends to preferred shareholders
    
    
    8,142
    
    
    
    8,773
    
    
    
    13,439
    
    
    
    20,902
    
    
    
    22,391Distributions to preferred unitholders
    
    
    7,250
    
    
    
    7,251
    
    
    
    7,250
    
    
    
    7,251
    
    
    
    7,250Net (loss) income available to common shareholders (1)
    
    
    (509
    )
    
    
    (55,429
    )
    
    
    342,102
    
    
    
    180,449
    
    
    
    197,250Per share  basic:Income (loss) from continuing operations
    
    $
    (0.06
    )
    
    $
    (1.63
    )
    
    $
    5.51
    
    
    $
    1.06
    
    
    $
    0.65Income from discontinued operations
    
    
    0.05
    
    
    
    0.44
    
    
    
    1.75
    
    
    
    2.88
    
    
    
    4.51Net (loss) income per share  basic (2)
    
    $
    (0.01
    )
    
    $
    (1.19
    )
    
    $
    7.26
    
    
    $
    3.94
    
    
    $
    5.16Per share  diluted:Income (loss) from continuing operations
    
    $
    (0.06
    )
    
    $
    (1.63
    )
    
    $
    5.46
    
    
    $
    1.05
    
    
    $
    0.65Income from discontinued operations
    
    
    0.05
    
    
    
    0.44
    
    
    
    1.73
    
    
    
    2.86
    
    
    
    4.46Net (loss) income per share  diluted (2)
    
    $
    (0.01
    )
    
    $
    (1.19
    )
    
    $
    7.19
    
    
    $
    3.91
    
    
    $
    5.11Dividends declared per common share (3)
    
    $
    0.70
    
    
    $
    1.75
    
    
    $
    13.29
    
    
    $
    2.72
    
    
    $
    2.70BALANCE SHEET DATALand, buildings and equipment, net
    
    $
    2,755,644
    
    
    $
    2,665,700
    
    
    $
    2,394,589
    
    
    $
    3,562,954
    
    
    $
    3,888,932Total assets
    
    
    3,172,632
    
    
    
    3,155,169
    
    
    
    3,229,830
    
    
    
    4,431,777
    
    
    
    4,499,258Total long-term liabilities
    
    
    1,704,343
    
    
    
    1,762,019
    
    
    
    1,602,523
    
    
    
    2,397,906
    
    
    
    2,494,350Redeemable preferred stock
    
    
    4
    
    
    
    4
    
    
    
    5
    
    
    
    6
    
    
    
    26OTHER DATAFunds from operations (4) *
    
    $
    129,409
    
    
    $
    1,637
    
    
    $
    101,192
    
    
    $
    215,460
    
    
    $
    177,931Cash flow provided by (used in)Operating activities
    
    
    109,259
    
    
    
    117,659
    
    
    
    99,030
    
    
    
    171,796
    
    
    
    154,174Investing activities
    
    
    (167,131
    )
    
    
    (167,497
    )
    
    
    657,456
    
    
    
    135,418
    
    
    
    (310
    )Financing activities
    
    
    53,277
    
    
    
    (34,010
    )
    
    
    (751,100
    )
    
    
    (250,182
    )
    
    
    (133,974
    )Total properties (at end of year)
    
    
    156
    
    
    
    192
    
    
    
    200
    
    
    
    223
    
    
    
    261
 
 Footnotes on following page 43




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##### Table of Contents



(1)
    
    For 2008, includes a $116.9 million non-cash impairment charge attributable to certain of
our for-sale residential properties, land held for future development and one retail
development property.(2)
    
    All periods have been adjusted to reflect the adoption of ASC 260, Earnings per Share.(3)
    
    For 2007, includes a special distribution paid of $10.75 per share during the second
quarter of 2007 as a result of our office and retail joint venture strategic transactions in
which we sold 85% of our interests in 26 commercial assets into the DRA/CLP joint venture and
11 of our commercial assets into the OZRE joint venture. We disposed of our interests in
these joint ventures in late 2009 (see Item 1  Business  Dispositions).(4)
    
    Funds from Operations (FFO), as defined by the National Association of Real Estate
Investment Trusts (NAREIT), means income (loss) before noncontrolling interest (determined in
accordance with GAAP), excluding sales of depreciated property, plus real estate depreciation
and after adjustments for unconsolidated partnerships and joint ventures. FFO is presented to
assist investors in analyzing our performance. We believe that FFO is useful to investors
because it provides an additional indicator of our financial and operating performance. This
is because, by excluding the effect of real estate depreciation and gains (or losses) from
sales of properties (all of which are based on historical costs which may be of limited
relevance in evaluating current performance), FFO can facilitate comparison of operating
performance among equity REITs. FFO is a widely recognized measure in the companys industry.
We believe that the line on its consolidated statements of operations entitled net income
available to common shareholders is the most directly comparable GAAP measure to FFO.
Historical cost accounting for real estate assets implicitly assumes that the value of real
estate assets diminishes predictably over time. Since real estate values instead have
historically risen or fallen with market conditions, many industry investors and analysts have
considered presentation of operating results for real estate companies that use historical
cost accounting to be insufficient by themselves. Thus, NAREIT created FFO as a supplemental
measure of REIT operating performance that excludes historical cost depreciation, among other
items, from GAAP net income. Management believes that the use of FFO, combined with the
required primary GAAP presentations, has been fundamentally beneficial, improving the
understanding of operating results of REITs among the investing public and making comparisons
of REIT operating results more meaningful. In addition to company management evaluating the
operating performance of its reportable segments based on FFO results, management uses FFO and
FFO per share, along with other measures, to assess performance in connection with evaluating
and granting incentive compensation to key employees. Our method of calculating FFO may be
different from methods used by other REITs and, accordingly, may not be comparable to such
other REITs. FFO should not be considered (A) as an alternative to net income (determined in
accordance with GAAP), (B) as an indicator of financial performance, (C) as cash flow from
operating activities (determined in accordance with GAAP) or (D) as a measure of liquidity nor
is it indicative of sufficient cash flow to fund all of the companys needs, including our
ability to make distributions.*
    
    Non-GAAP financial measure. See Item 7  Managements Discussion and Analysis of Financial
Condition and Results of Operations  Funds from Operations for reconciliation. 
 44




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##### Table of Contents



COLONIAL REALTY LIMITED PARTNERSHIP
SELECTED FINANCIAL INFORMATION
 (in thousands, except per unit data)
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005OPERATING DATATotal revenue
    
    $
    340,352
    
    
    $
    343,567
    
    
    $
    421,571
    
    
    $
    464,440
    
    
    $
    379,852Expenses:Depreciation and amortization
    
    
    117,190
    
    
    
    104,713
    
    
    
    119,246
    
    
    
    143,549
    
    
    
    150,329Impairment charges
    
    
    10,390
    
    
    
    93,100
    
    
    
    44,129
    
    
    
    1,600
    
    
    
    Other operating
    
    
    178,640
    
    
    
    184,197
    
    
    
    228,893
    
    
    
    222,552
    
    
    
    159,106Income from operations
    
    
    34,132
    
    
    
    (38,443
    )
    
    
    29,303
    
    
    
    96,739
    
    
    
    70,417Interest expense
    
    
    91,986
    
    
    
    75,153
    
    
    
    92,475
    
    
    
    121,416
    
    
    
    118,062Interest income
    
    
    1,446
    
    
    
    2,776
    
    
    
    7,591
    
    
    
    7,754
    
    
    
    4,354Gains from sales of property
    
    
    5,875
    
    
    
    6,776
    
    
    
    29,525
    
    
    
    66,794
    
    
    
    105,608Other income, net
    
    
    63,561
    
    
    
    29,096
    
    
    
    5,906
    
    
    
    40,127
    
    
    
    4,431Income (loss) from continuing operations
    
    
    13,028
    
    
    
    (74,948
    )
    
    
    (20,150
    )
    
    
    89,357
    
    
    
    66,748Income from discontinued operations
    
    
    2,150
    
    
    
    24,427
    
    
    
    102,162
    
    
    
    130,844
    
    
    
    222,106Distributions to preferred unitholders
    
    
    (15,392
    )
    
    
    (16,024
    )
    
    
    (20,689
    )
    
    
    28,153
    
    
    
    29,641Net (loss) income available to common unitholders (1)
    
    
    (591
    )
    
    
    (66,654
    )
    
    
    55,639
    
    
    
    222,584
    
    
    
    253,828Per unit  basic:(Loss) income from continuing operations
    
    $
    (0.06
    )
    
    $
    (1.63
    )
    
    $
    (0.86
    )
    
    $
    1.06
    
    
    $
    0.65Income from discontinued operations
    
    
    0.05
    
    
    
    0.44
    
    
    
    1.74
    
    
    
    2.88
    
    
    
    4.51Net (loss) income per unit  basic (2)
    
    $
    (0.01
    )
    
    $
    (1.19
    )
    
    $
    0.88
    
    
    $
    3.94
    
    
    $
    5.16Per unit  diluted:(Loss) income from continuing operations
    
    $
    (0.06
    )
    
    $
    (1.63
    )
    
    $
    (0.85
    )
    
    $
    1.05
    
    
    $
    0.65Income from discontinued operations
    
    
    0.05
    
    
    
    0.44
    
    
    
    1.73
    
    
    
    2.86
    
    
    
    4.46Net (loss) income per unit  diluted (2)
    
    $
    (0.01
    )
    
    $
    (1.19
    )
    
    $
    0.88
    
    
    $
    3.91
    
    
    $
    5.11Distributions per unit (3)
    
    $
    0.70
    
    
    $
    1.75
    
    
    $
    2.75
    
    
    $
    2.72
    
    
    $
    2.70BALANCE SHEET DATALand, buildings and equipment, net
    
    $
    2,755,643
    
    
    $
    2,665,698
    
    
    $
    2,394,587
    
    
    $
    3,562,951
    
    
    $
    3,888,927Total assets
    
    
    3,171,960
    
    
    
    3,154,501
    
    
    
    3,229,637
    
    
    
    4,431,774
    
    
    
    4,499,227Total long-term liabilities
    
    
    1,704,343
    
    
    
    1,762,019
    
    
    
    1,641,839
    
    
    
    2,397,906
    
    
    
    2,494,350OTHER DATATotal properties (at end of year)
    
    
    156
    
    
    
    192
    
    
    
    200
    
    
    
    223
    
    
    
    261
 
 (1)
    
    For 2008, includes a $116.9 million non-cash impairment charge attributable to certain
of our for-sale residential properties, land held for future development and one retail
development property.(2)
    
    All periods have been adjusted in accordance with ASC 205-20, Discontinued Operations
and to reflect the adoption of ASC 260, Earnings per Share.(3)
    
    Includes a special distribution paid of $0.21 per unit during the second quarter of
2007 as a result of our office and retail joint venture strategic transactions in which we
sold 85% of our interests in 26 commercial assets into the DRA/CLP joint venture and 11 of our
commercial assets into the OZRE joint venture. We disposed of our interests in these joint
ventures in late 2009 (see Item 1  Business  Dispositions). 45




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##### Table of Contents



Item 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations.
 The following discussion analyzes the financial condition and results of operations of both
Colonial Properties Trust, or the Trust, and Colonial Realty Limited Partnership, or CRLP, of
which the Trust is the sole general partner and in which the Trust owned an 89.1% limited partner
interest as of December 31, 2009. The Trust conducts all of its business and owns all of its
properties through CRLP and CRLPs various subsidiaries. Except as otherwise required by the
context, the Company, Colonial, we, us and our refer to the Trust and CRLP together, as
well as CRLPs subsidiaries, including Colonial Properties Services Limited Partnership (CPSLP),
Colonial Properties Services, Inc. (CPSI) and CLNL Acquisition Sub, LLC.
  General
    Business Strategy and Outlook
   46




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##### Table of Contents



Strengthening the Balance Sheet
  
    
    Colonial Promenade Fultondale, a retail asset that we developed, for $30.7
million (including $16.9 million of seller-financing), recognizing a gain of $4.5
million, net of income taxes;
    
    Colonial Promenade Winter Haven, a retail asset, for $20.8 million, recognizing a
gain of $1.7 million;
    
    132 units at five of our for-sale residential communities for $38.8 million,
which included the remaining units at three of the communities; and
    
    The remaining 238 units at our condominium conversion projects for $16.9 million,
which included the sale of Portofino at Jensen Beach and Murano at Delray Beach.
   Addressing Near-Term Maturities
 Improving Liquidity
    Addressing Near-Term Maturities
  47




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##### Table of Contents



Reducing Overhead
  Postponing/Phasing Developments
   Executive Summary of Results of Operations
   48




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##### Table of Contents




    
    A weak economy and high unemployment in the U.S., as well as the downturn in the overall
U.S. housing market, has resulted in increased supply and led to deterioration in the
multifamily market. For 2009, we experienced greater rental rate pricing pressure,
resulting in a $12.5 million decrease in minimum rent at our multifamily apartment
communities that were stabilized during both periods. In addition, property operating
expenses at these stabilized properties increased $6.8 million, including $3.7 million
attributable to cable expenses associated with the ongoing rollout of our bulk cable
program;
    
    We recognized net gains of $54.7 million from the repurchase of $579.2 of unsecured
senior notes at an average discount of 10.6% to par value;
    
    We recognized $7.6 million of gains, net of income taxes, from the disposition of assets
described above in our Business Strategy and Outlook section;
    
    We recorded a $7.9 million income tax benefit as a result of the new net operating loss
(NOL) carryback rules under the Worker, Homeownership and Business Assistance Act of
2009;
    
    We recorded $12.4 million of impairment charges and other losses, which includes $10.3
million related to a reduction of the carrying value of certain of our for-sale residential
assets, one retail development and certain land parcels, and $2.0 million related to the
sale of the remaining units at two of our condominium conversion properties;
    
    We recognized $1.4 million in restructuring charges related to the elimination of 72
employee positions during 2009; and
    
    We recognized a $3.5 million charge related to our potential funding of a partial loan
repayment guarantee provided on the original construction loan for Colonial Grand at
Traditions, a property in which we have a 35% noncontrolling interest.
  Operating Results Summary
  49




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##### Table of Contents



(amounts in thousands)
 The Trust
    
    
    
    CRLPFor the Years Ended December 31,
    
    
    Variance
    
    
    
    For the Years Ended December 31,
    
    
    Variance2009
    
    
    2008
    
    
    2007
    
    
    2009 v 2008
    
    
    2008 v 2007
    
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    2009 v 2008
    
    
    2008 v 2007Revenues:Rentals
    
    $
    279,513
    
    
    $
    276,388
    
    
    $
    320,624
    
    
    $
    3,125
    
    
    $
    (44,236
    )
    
    
    $
    279,513
    
    
    $
    276,388
    
    
    $
    320,624
    
    
    $
    3,125
    
    
    $
    (44,236
    )Tenant recoveries
    
    
    4,353
    
    
    
    4,249
    
    
    
    11,484
    
    
    
    104
    
    
    
    (7,235
    )
    
    
    
    4,353
    
    
    
    4,249
    
    
    
    11,484
    
    
    
    104
    
    
    
    (7,235
    )Other property related revenue
    
    
    41,447
    
    
    
    34,466
    
    
    
    31,671
    
    
    
    6,981
    
    
    
    2,795
    
    
    
    
    41,447
    
    
    
    34,466
    
    
    
    31,671
    
    
    
    6,981
    
    
    
    2,795Construction revenues
    
    
    36
    
    
    
    10,137
    
    
    
    38,448
    
    
    
    (10,101
    )
    
    
    (28,311
    )
    
    
    
    36
    
    
    
    10,137
    
    
    
    38,448
    
    
    
    (10,101
    )
    
    
    (28,311
    )Other non-property related revenues
    
    
    15,003
    
    
    
    18,327
    
    
    
    19,344
    
    
    
    (3,324
    )
    
    
    (1,017
    )
    
    
    
    15,003
    
    
    
    18,327
    
    
    
    19,344
    
    
    
    (3,324
    )
    
    
    (1,017
    )Total revenue
    
    
    340,352
    
    
    
    343,567
    
    
    
    421,571
    
    
    
    (3,215
    )
    
    
    (78,004
    )
    
    
    
    340,352
    
    
    
    343,567
    
    
    
    421,571
    
    
    
    (3,215
    )
    
    
    (78,004
    )Expenses:Property operating expenses
    
    
    95,395
    
    
    
    84,134
    
    
    
    92,433
    
    
    
    11,261
    
    
    
    (8,299
    )
    
    
    
    95,395
    
    
    
    84,134
    
    
    
    92,433
    
    
    
    11,261
    
    
    
    (8,299
    )Taxes, licenses and insurance
    
    
    39,948
    
    
    
    38,383
    
    
    
    43,886
    
    
    
    1,565
    
    
    
    (5,503
    )
    
    
    
    39,948
    
    
    
    38,383
    
    
    
    43,886
    
    
    
    1,565
    
    
    
    (5,503
    )Construction expenses
    
    
    35
    
    
    
    9,530
    
    
    
    34,546
    
    
    
    (9,495
    )
    
    
    (25,016
    )
    
    
    
    35
    
    
    
    9,530
    
    
    
    34,546
    
    
    
    (9,495
    )
    
    
    (25,016
    )Property management expenses
    
    
    7,749
    
    
    
    8,426
    
    
    
    12,178
    
    
    
    (677
    )
    
    
    (3,752
    )
    
    
    
    7,749
    
    
    
    8,426
    
    
    
    12,178
    
    
    
    (677
    )
    
    
    (3,752
    )General and administrative expenses
    
    
    17,940
    
    
    
    23,185
    
    
    
    25,650
    
    
    
    (5,245
    )
    
    
    (2,465
    )
    
    
    
    17,940
    
    
    
    23,185
    
    
    
    25,650
    
    
    
    (5,245
    )
    
    
    (2,465
    )Management fee and other expense
    
    
    14,184
    
    
    
    15,153
    
    
    
    15,665
    
    
    
    (969
    )
    
    
    (512
    )
    
    
    
    14,184
    
    
    
    15,153
    
    
    
    15,665
    
    
    
    (969
    )
    
    
    (512
    )Restructuring charges
    
    
    1,400
    
    
    
    1,028
    
    
    
    3,019
    
    
    
    372
    
    
    
    (1,991
    )
    
    
    
    1,400
    
    
    
    1,028
    
    
    
    3,019
    
    
    
    372
    
    
    
    (1,991
    )Investment and development
    
    
    1,989
    
    
    
    4,358
    
    
    
    1,516
    
    
    
    (2,369
    )
    
    
    2,842
    
    
    
    
    1,989
    
    
    
    4,358
    
    
    
    1,516
    
    
    
    (2,369
    )
    
    
    2,842Depreciation & amortization
    
    
    117,190
    
    
    
    104,713
    
    
    
    119,246
    
    
    
    12,477
    
    
    
    (14,533
    )
    
    
    
    117,190
    
    
    
    104,713
    
    
    
    119,246
    
    
    
    12,477
    
    
    
    (14,533
    )Impairment and other losses
    
    
    10,390
    
    
    
    93,100
    
    
    
    44,129
    
    
    
    (82,710
    )
    
    
    48,971
    
    
    
    
    10,390
    
    
    
    93,100
    
    
    
    44,129
    
    
    
    (82,710
    )
    
    
    48,971Total operating expenses
    
    
    306,220
    
    
    
    382,010
    
    
    
    392,268
    
    
    
    (75,790
    )
    
    
    (10,258
    )
    
    
    
    306,220
    
    
    
    382,010
    
    
    
    392,268
    
    
    
    (75,790
    )
    
    
    (10,258
    )Income (loss) from operations
    
    
    34,132
    
    
    
    (38,443
    )
    
    
    29,303
    
    
    
    72,575
    
    
    
    (67,746
    )
    
    
    
    34,132
    
    
    
    (38,443
    )
    
    
    29,303
    
    
    
    72,575
    
    
    
    (67,746
    )Other income (expense):Interest expense and debt
cost amortization
    
    
    (91,986
    )
    
    
    (75,153
    )
    
    
    (92,475
    )
    
    
    (16,833
    )
    
    
    17,322
    
    
    
    
    (91,986
    )
    
    
    (75,153
    )
    
    
    (92,475
    )
    
    
    (16,833
    )
    
    
    17,322Gains (losses) on retirement of debt
    
    
    56,427
    
    
    
    15,951
    
    
    
    (10,363
    )
    
    
    40,476
    
    
    
    26,314
    
    
    
    
    56,427
    
    
    
    15,951
    
    
    
    (10,363
    )
    
    
    40,476
    
    
    
    26,314Interest income
    
    
    1,446
    
    
    
    2,776
    
    
    
    8,359
    
    
    
    (1,330
    )
    
    
    (5,583
    )
    
    
    
    1,446
    
    
    
    2,776
    
    
    
    7,591
    
    
    
    (1,330
    )
    
    
    (4,815
    )(Loss) income from partially-
owned unconsolidated entities
    
    
    (1,243
    )
    
    
    12,516
    
    
    
    11,207
    
    
    
    (13,759
    )
    
    
    1,309
    
    
    
    
    (1,243
    )
    
    
    12,516
    
    
    
    11,207
    
    
    
    (13,759
    )
    
    
    1,309(Loss) gains from hedging activities
    
    
    (1,709
    )
    
    
    (385
    )
    
    
    345
    
    
    
    (1,324
    )
    
    
    (730
    )
    
    
    
    (1,709
    )
    
    
    (385
    )
    
    
    345
    
    
    
    (1,324
    )
    
    
    (730
    )Gains from sales of
property, net of income taxes
    
    
    5,875
    
    
    
    6,776
    
    
    
    314,292
    
    
    
    (901
    )
    
    
    (307,516
    )
    
    
    
    5,875
    
    
    
    6,776
    
    
    
    29,525
    
    
    
    (901
    )
    
    
    (22,749
    )Transaction costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (11,026
    )
    
    
    
    
    
    
    11,026Income taxes and other
    
    
    10,086
    
    
    
    1,014
    
    
    
    15,743
    
    
    
    9,072
    
    
    
    (14,729
    )
    
    
    
    10,086
    
    
    
    1,014
    
    
    
    15,743
    
    
    
    9,072
    
    
    
    (14,729
    )Total other income (expense)
    
    
    (21,104
    )
    
    
    (36,505
    )
    
    
    247,108
    
    
    
    15,401
    
    
    
    (283,613
    )
    
    
    
    (21,104
    )
    
    
    (36,505
    )
    
    
    (49,453
    )
    
    
    15,401
    
    
    
    12,948Income (loss) from
continuing operations
    
    
    13,028
    
    
    
    (74,948
    )
    
    
    276,411
    
    
    
    87,976
    
    
    
    (351,359
    )
    
    
    
    13,028
    
    
    
    (74,948
    )
    
    
    (20,150
    )
    
    
    87,976
    
    
    
    (54,798
    )Income from discontinued operations
    
    
    2,150
    
    
    
    24,427
    
    
    
    102,162
    
    
    
    (22,277
    )
    
    
    (77,735
    )
    
    
    
    2,150
    
    
    
    24,427
    
    
    
    102,162
    
    
    
    (22,277
    )
    
    
    (77,735
    )
 Operating Results  2009 compared to 2008
 Minimum rent
  50




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##### Table of Contents



Other property related revenue
  Construction activities
  Other non-property related revenues
  Property operating expenses
 
 Taxes, licenses and insurance
 
 Property management expenses
  General and administrative expenses
  Management fee and other expenses
  51




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##### Table of Contents



Restructuring charges
  Investment and development
  Depreciation and amortization
  Impairment and other losses
 (Loss) Income from discontinued operations
 Interest expense and debt cost amortization
  Gain (losses) on retirement of debt
  Interest income
  (Loss) income from partially-owned unconsolidated entities
  52




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##### Table of Contents



(Loss) gains on hedging activities
 Accumulated
Other Comprehensive Loss
 Gain on sale of property
  Income taxes and other
 Income taxes and other Gain on Sale of Property,
net of income taxes Income taxes and other
 Income from discontinued operations
  Operating Results  2008 compared to 2007
 Minimum rent
  Tenant recoveries
  Other property related revenue
  53




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##### Table of Contents



Construction activities
  Other non-property related revenues
  Property operating expenses
 
 Taxes, licenses and insurance
 
 Property management expenses
  General and administrative expenses
  Management fee and other expenses
  54




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##### Table of Contents



Restructuring charges
  Investment and development
  Depreciation and amortization
  Impairment and other losses
 (Loss) Income from discontinued operations
 Interest expense and debt cost amortization
  Gain (losses) on retirement of debt
  Interest income
  (Loss) income from partially-owned unconsolidated entities
  55




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##### Table of Contents



Gains (losses) from hedging activities
  Gains from sales of property  Trust
  Gains from sales of property- CRLP
  Transaction costs-CRLP
  Income taxes and other
  Income from discontinued operations
  Liquidity and Capital Resources
  Operating Activities
  56




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##### Table of Contents



Investing Activities
  Financing Activities
  Short-Term Liquidity Needs
     Long-Term Liquidity Needs
  57




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##### Table of Contents



Distributions
  Unsecured Revolving Credit Facility
  58




---



##### Table of Contents



Collateralized Credit Facilities
   Mortgage Refinancing
  59




---



##### Table of Contents



Equity Repurchases
     Unsecured Senior Note Repurchases
 Gains (losses) on retirement of debt
  60




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##### Table of Contents



Investing Activities
    Credit Ratings
  Rating Agency
    
    Rating
    
    
    
    
    
    Last updateFitch
    
    BB+
    
    
    (1
    )
    
    May 29, 2009Moodys
    
    Ba1
    
    
    (2
    )
    
    September 15, 2009Standard & Poors
    
    BB+
    
    
    (1
    )
    
    October 20, 2009
 
 (1)
    
    Ratings outlook is stable.(2)
    
    Ratings outlook is negative.  61




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##### Table of Contents



Market Risk
  (in thousands)
 EstimatedFair2010
    
    2011
    
    2012
    
    2013
    
    2014
    
    Thereafter
    
    Total
    
    ValueFixed Rate Debt
    
    $
    44,202
    
    
    $
    57,085
    
    
    $
    79,726
    
    
    $
    99,437
    
    
    $
    200,229
    
    
    $
    899,747
    
    
    $
    1,380,426
    
    
    $
    1,352,952Average interest rate
at December 31,
2009
    
    
    8.1
    %
    
    
    4.8
    %
    
    
    6.9
    %
    
    
    6.2
    %
    
    
    6.3
    %
    
    
    5.7
    %
    
    
    5.9
    %Variable Debt
    
    $
    
    
    
    $
    
    
    
    $
    310,546
    
    
    $
    
    
    
    $
    
    
    
    $
    13,371
    
    
    $
    323,917
    
    
    $
    323,917Average interest rate
at December 31,
2009
    
    
    N/A
    
    
    
    N/A
    
    
    
    1.3
    %
    
    
    N/A
    
    
    
    N/A
    
    
    
    3.2
    %
    
    
    N/A
     62




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##### Table of Contents



Interest expense and debt cost amortization Gains (losses) on hedging activities Interest expense and debt cost amortization Gains (losses) on hedging activities
   Contractual Obligations and Other Commercial Commitments
  Contractual Obligations
 Payments Due in Fiscal(in thousands)
    
    Total
    
    2010
    
    2011
    
    2012
    
    2013
    
    2014
    
    ThereafterLong-Term Debt Principal:Consolidated
(1)
    
    $
    1,704,343
    
    
    $
    44,202
    
    
    $
    57,085
    
    
    $
    390,272
    
    
    $
    99,437
    
    
    $
    200,229
    
    
    $
    913,118Partially-Owned Entities (2)
    
    
    239,073
    
    
    
    68,869
    
    
    
    129
    
    
    
    2,000
    
    
    
    6,097
    
    
    
    116,436
    
    
    
    45,542Long-Term Debt Interest:Consolidated
    
    
    528,725
    
    
    
    84,637
    
    
    
    80,820
    
    
    
    75,920
    
    
    
    66,317
    
    
    
    57,735
    
    
    
    163,296Partially-Owned Entities (2)
    
    
    51,075
    
    
    
    10,446
    
    
    
    9,773
    
    
    
    9,760
    
    
    
    9,494
    
    
    
    5,956
    
    
    
    5,646Long-Term Debt Principal and Interest:Consolidated
(1)
    
    
    2,233,068
    
    
    
    128,839
    
    
    
    137,905
    
    
    
    466,192
    
    
    
    165,754
    
    
    
    257,964
    
    
    
    1,076,414Partially-Owned Entities (2)
    
    
    290,148
    
    
    
    79,315
    
    
    
    9,903
    
    
    
    11,760
    
    
    
    15,591
    
    
    
    122,391
    
    
    
    51,188Total
    
    $
    2,523,216
    
    
    $
    208,154
    
    
    $
    147,807
    
    
    $
    477,952
    
    
    $
    181,345
    
    
    $
    380,355
    
    
    $
    1,127,603
 
 (1)
    
    Amounts due in 2012 include our unsecured line of credit, which matures on June
15, 2012.(2)
    
    Represents our pro-rata share of principal maturities (excluding net premiums and
discounts) and interest. 63




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##### Table of Contents



Other Commercial Commitments
 (in thousands)
 Total AmountsCommitted
    
    2010
    
    2011
    
    2012
    
    2013
    
    2014
    
    ThereafterStandby Letters of Credit
    
    $
    2,271
    
    
    $
    2,103
    
    
    $
    168
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Guarantees
    
    
    5,300
    
    
    
    4,300
    
    
    
    
    
    
    
    
    
    
    
    1,000
    
    
    
    
    
    
    
    Total Commercial Commitments
    
    $
    7,571
    
    
    $
    6,403
    
    
    $
    168
    
    
    $
    
    
    
    $
    1,000
    
    
    $
    
    
    
    $
    
 Commitments and Contingencies
  
    
    In connection with the dispute, in January 2008, the contractor filed a lawsuit
against us alleging, among other things, breach of contract, enforcement of a lien
against real property, misrepresentation, conversion, declaratory judgment and an
accounting of costs, and is seeking $10.3 million in damages, plus consequential and
punitive damages.
    
    Certain of the subcontractors, vendors and other parties, involved in the
projects, including purchasers of units, have also made claims in the form of lien
claims, general claims or lawsuits. We have been sued by purchasers of certain
condominium units alleging breach of contract, fraud, construction deficiencies and
misleading sales practices. Both compensatory and punitive damages are sought in
these actions. Some of these claims have been resolved by negotiations and
mediations, and others may also be similarly resolved. Some of these claims will
likely be arbitrated or litigated to conclusion.
    Other liabilities
 64




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##### Table of Contents



Guarantees and Other Arrangements
 Active Guarantees
       Terminated Guarantees
   65




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##### Table of Contents



Off-Balance Sheet Arrangements
  (in millions)2010
    
    $
    68.92011
    
    
    0.12012
    
    
    2.02013
    
    
    6.1Thereafter
    
    
    162.0$
    239.1
        66




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##### Table of Contents



Summary of Critical Accounting Policies
  Principles of Consolidation Control of
Partnerships and Similar Entities
 Revenue Recognition
 Other property related revenue
  Real Estate Sales
 Real Estate Assets, Impairment and Depreciation
 67




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##### Table of Contents



Useful LivesBuildings
    
    20  40 yearsFurniture and fixtures
    
    5 or 7 yearsEquipment
    
    3 or 5 yearsLand improvements
    
    10 or 15 yearsTenant improvements
    
    Life of lease
  Cost Capitalization
  Acquisition of Real Estate Assets Business Combinations
   Inflation
  68




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##### Table of Contents



Funds from Operations
   69




---



##### Table of Contents



(in thousands, except per share and unit data)
    
    2009
    
    2008
    
    2007
    
    2006
    
    2005Net (loss) income  available to common shareholders
    
    
    (509
    )
    
    
    (55,429
    )
    
    
    342,102
    
    
    
    180,449
    
    
    
    197,250Adjustments (consolidated):Noncontrolling interest in CRLP
    
    
    (82
    )
    
    
    (11,225
    )
    
    
    10,099
    
    
    
    42,135
    
    
    
    56,578Noncontrolling interest in gain on sale of undepreciated property
    
    
    992
    
    
    
    
    
    
    
    1,340
    
    
    
    1,967
    
    
    
    5,241Real estate depreciation
    
    
    111,220
    
    
    
    101,035
    
    
    
    112,475
    
    
    
    147,898
    
    
    
    135,121Real estate amortization
    
    
    1,582
    
    
    
    1,272
    
    
    
    9,608
    
    
    
    21,915
    
    
    
    58,029Consolidated gains from sales of property, net of income
tax and minority interest
    
    
    (7,606
    )
    
    
    (49,851
    )
    
    
    (401,420
    )
    
    
    (201,413
    )
    
    
    (288,621
    )Gains from sales of undepreciated property, net of income
tax and minority interest
    
    
    4,327
    
    
    
    7,335
    
    
    
    20,240
    
    
    
    44,502
    
    
    
    8,063Adjustments (unconsolidated subsidiaries):Real estate depreciation
    
    
    17,927
    
    
    
    18,744
    
    
    
    16,563
    
    
    
    15,576
    
    
    
    7,501Real estate amortization
    
    
    6,516
    
    
    
    8,699
    
    
    
    7,481
    
    
    
    5,713
    
    
    
    969Gains from sales of property
    
    
    (4,958
    )
    
    
    (18,943
    )
    
    
    (17,296
    )
    
    
    (43,282
    )
    
    
    (2,200
    )Funds from operations
    
    $
    129,409
    
    
    $
    1,637
    
    
    $
    101,192
    
    
    $
    215,460
    
    
    $
    177,931Income allocated to participating securities
    
    $
    (559
    )
    
    $
    (717
    )
    
    $
    (1,095
    )
    
    $
    (1,038
    )
    
    $
    (570
    )Funds from operations available to common shareholders and
unitholders
    
    $
    128,850
    
    
    $
    920
    
    
    $
    100,097
    
    
    $
    214,422
    
    
    $
    177,361Funds from operations per share and unit  basic
    
    $
    2.09
    
    
    $
    0.02
    
    
    $
    1.76
    
    
    $
    3.82
    
    
    $
    3.63Funds from operations per share and unit  diluted
    
    $
    2.09
    
    
    $
    0.02
    
    
    $
    1.75
    
    
    $
    3.79
    
    
    $
    3.61Weighted average common shares outstanding  basic
    
    
    53,266
    
    
    
    47,231
    
    
    
    46,356
    
    
    
    45,484
    
    
    
    38,071Weighted average partnership units outstanding  basic (1)
    
    
    8,519
    
    
    
    9,673
    
    
    
    10,367
    
    
    
    10,678
    
    
    
    10,740Weighted average shares and units outstanding  basic
    
    
    61,785
    
    
    
    56,904
    
    
    
    56,723
    
    
    
    56,162
    
    
    
    48,811Effect of diluted securities
    
    
    
    
    
    
    
    
    
    
    477
    
    
    
    443
    
    
    
    378Weighted average shares and units outstanding  diluted
    
    
    61,785
    
    
    
    56,904
    
    
    
    57,200
    
    
    
    56,605
    
    
    
    49,189
 
 (1)
    
    Represents the weighted average of outstanding units of noncontrolling interest in
CRLP. 
 Item 7A.
    
    Quantitative and Qualitative Disclosures about Market Risk
 Managements
Discussion and Analysis of Financial Condition and Results of Operations  Market Risk
 70




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##### Table of Contents



Item 8.
    
    Financial Statements and Supplementary Data
   Colonial Properties TrustConsolidated Balance Sheets as of December 31, 2009 and 2008
    
    
    72Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended
December 31, 2009, 2008 and 2007
    
    
    73Consolidated Statements of Shareholders Equity for the years ended December 31, 2009, 2008 and 2007
    
    
    74Consolidated Statements of Cash Flows for the years ended December 31, 2009, 2008 and 2007
    
    
    75Notes to Consolidated Financial Statements
    
    
    76Reports of Independent Registered Public Accounting Firms
    
    
    117Colonial Realty Limited PartnershipConsolidated Balance Sheets as of December 31, 2009 and 2008
    
    
    118Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended
December 31, 2009, 2008 and 2007
    
    
    119Consolidated Statements of Partners Equity for the years ended December 31, 2009, 2008 and 2007
    
    
    120Consolidated Statements of Cash Flows for the years ended December 31, 2009, 2008 and 2007
    
    
    121Notes to Consolidated Financial Statements
    
    
    122Reports of Independent Registered Public Accounting Firms
    
    
    162
 71




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##### Table of Contents



COLONIAL PROPERTIES TRUST
 
 CONSOLIDATED BALANCE SHEETS  (in thousands, except per share data)
 December 31,
    
    
    December 31,2009
    
    
    2008ASSETSLand, buildings and equipment
    
    $
    3,210,350
    
    
    $
    2,873,274Undeveloped land and construction in progress
    
    
    237,100
    
    
    
    309,010Less: Accumulated depreciation
    
    
    (519,728
    )
    
    
    (403,858
    )Real estate assets held for sale
    
    
    65,022
    
    
    
    196,284Net real estate assets
    
    
    2,992,744
    
    
    
    2,974,710Cash and cash equivalents
    
    
    4,590
    
    
    
    9,185Restricted cash
    
    
    7,952
    
    
    
    29,766Accounts receivable, net
    
    
    33,934
    
    
    
    23,102Notes receivable
    
    
    22,208
    
    
    
    2,946Prepaid expenses
    
    
    16,503
    
    
    
    5,332Deferred debt and lease costs
    
    
    22,560
    
    
    
    16,783Investment in partially-owned unconsolidated entities
    
    
    17,422
    
    
    
    46,221Deferred tax asset
    
    
    
    
    
    
    9,311Other assets
    
    
    54,719
    
    
    
    37,813Total assets
    
    $
    3,172,632
    
    
    $
    3,155,169LIABILITIES, NONCONTROLLING INTEREST AND SHAREHOLDERS EQUITYNotes and mortgages payable
    
    $
    1,393,797
    
    
    $
    1,450,389Unsecured credit facility
    
    
    310,546
    
    
    
    311,630Total long-term liabilities
    
    
    1,704,343
    
    
    
    1,762,019Accounts payable
    
    
    28,299
    
    
    
    53,565Accrued interest
    
    
    13,133
    
    
    
    20,717Accrued expenses
    
    
    26,142
    
    
    
    7,521Other liabilities
    
    
    15,054
    
    
    
    38,890Total liabilities
    
    
    1,786,971
    
    
    
    1,882,712Redeemable Noncontrolling Interest:Common Units
    
    
    133,537
    
    
    
    124,848Commitments and Contingencies (see Note 19)Preferred shares of beneficial interest, $.01 par value, 20,000,000 shares authorized:8 1/8% Series D Cumulative Redeemable Preferred Shares of
Beneficial Interest, liquidation preference $25 per depositary share,
4,004,735 and 4,011,250 depositary shares issued and
outstanding at December 31, 2009 and 2008, respectively
    
    
    4
    
    
    
    4Common shares of beneficial interest, $.01 par value, 125,000,000 shares
authorized; 71,989,227 and 54,169,418 shares issued at
December 31, 2009 and 2008, respectively
    
    
    720
    
    
    
    542Additional paid-in capital
    
    
    1,760,362
    
    
    
    1,619,897Cumulative earnings
    
    
    1,296,188
    
    
    
    1,281,330Cumulative distributions
    
    
    (1,753,015
    )
    
    
    (1,700,739
    )Noncontrolling Interest
    
    
    100,985
    
    
    
    101,943Treasury shares, at cost; 5,623,150 shares at December 31, 2009 and 2008
    
    
    (150,163
    )
    
    
    (150,163
    )Accumulated other comprehensive loss
    
    
    (2,957
    )
    
    
    (5,205
    )Total shareholders equity
    
    
    1,252,124
    
    
    
    1,147,609Total liabilities, noncontrolling interest and shareholders equity
    
    $
    3,172,632
    
    
    $
    3,155,169
  72




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##### Table of Contents



COLONIAL PROPERTIES TRUST
 
 CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)  (in thousands, except share and per share data)
 For the Years EndedDecember 31,
    
    
    December 31,
    
    
    December 31,2009
    
    
    2008
    
    
    2007Revenue:Rentals
    
    $
    279,217
    
    
    $
    275,874
    
    
    $
    318,554Rentals from affiliates
    
    
    77
    
    
    
    96
    
    
    
    1,153Percentage rent
    
    
    219
    
    
    
    418
    
    
    
    917Tenant recoveries
    
    
    4,353
    
    
    
    4,249
    
    
    
    11,484Other property related revenue
    
    
    41,447
    
    
    
    34,466
    
    
    
    31,671Construction revenues
    
    
    36
    
    
    
    10,137
    
    
    
    38,448Other non-property related revenue
    
    
    15,003
    
    
    
    18,327
    
    
    
    19,344Total revenue
    
    
    340,352
    
    
    
    343,567
    
    
    
    421,571Operating expenses:Property operating expenses
    
    
    95,395
    
    
    
    84,134
    
    
    
    92,433Taxes, licenses, and insurance
    
    
    39,948
    
    
    
    38,383
    
    
    
    43,886Construction expenses
    
    
    35
    
    
    
    9,530
    
    
    
    34,546Property management expenses
    
    
    7,749
    
    
    
    8,426
    
    
    
    12,178General and administrative expenses
    
    
    17,940
    
    
    
    23,185
    
    
    
    25,650Management fee and other expenses
    
    
    14,184
    
    
    
    15,153
    
    
    
    15,665Restructuring charges
    
    
    1,400
    
    
    
    1,028
    
    
    
    3,019Investment and development expenses
    
    
    1,989
    
    
    
    4,358
    
    
    
    1,516Depreciation
    
    
    113,100
    
    
    
    101,342
    
    
    
    108,771Amortization
    
    
    4,090
    
    
    
    3,371
    
    
    
    10,475Impairment and other losses
    
    
    10,390
    
    
    
    93,100
    
    
    
    44,129Total operating expenses
    
    
    306,220
    
    
    
    382,010
    
    
    
    392,268Income (loss) from operations
    
    
    34,132
    
    
    
    (38,443
    )
    
    
    29,303Other income (expense):Interest expense and debt cost amortization
    
    
    (91,986
    )
    
    
    (75,153
    )
    
    
    (92,475
    )Gains (losses) on retirement of debt
    
    
    56,427
    
    
    
    15,951
    
    
    
    (10,363
    )Interest income
    
    
    1,446
    
    
    
    2,776
    
    
    
    8,359(Loss) income from partially-owned unconsolidated entities
    
    
    (1,243
    )
    
    
    12,516
    
    
    
    11,207(Losses) gains on hedging activities
    
    
    (1,709
    )
    
    
    (385
    )
    
    
    345Gains from sales of property, net of income taxes of
$3,157, $1,546 and $6,548 for 2009, 2008 and 2007, respectively
    
    
    5,875
    
    
    
    6,776
    
    
    
    314,292Income tax benefit and other
    
    
    10,086
    
    
    
    1,014
    
    
    
    15,743Total other income (expense)
    
    
    (21,104
    )
    
    
    (36,505
    )
    
    
    247,108Income (loss) from continuing operations
    
    
    13,028
    
    
    
    (74,948
    )
    
    
    276,411Income (loss) from discontinued operations
    
    
    421
    
    
    
    (18,635
    )
    
    
    11,018Gain on disposal of discontinued operations, net of income taxes of
$70, $1,064 and $1,839 for 2009, 2008 and 2007, respectively
    
    
    1,729
    
    
    
    43,062
    
    
    
    91,144Income from discontinued operations
    
    
    2,150
    
    
    
    24,427
    
    
    
    102,162Net income (loss)
    
    
    15,178
    
    
    
    (50,521
    )
    
    
    378,573Continuing operationsNoncontrolling interest in CRLP  common unitholders
    
    
    463
    
    
    
    15,436
    
    
    
    7,856Noncontrolling interest in CRLP  preferred unitholders
    
    
    (7,250
    )
    
    
    (7,251
    )
    
    
    (7,250
    )Noncontrolling interest of limited partners
    
    
    (999
    )
    
    
    (531
    )
    
    
    (2,085
    )Discontinued operationsNoncontrolling interest in CRLP from discontinued operations
    
    
    (381
    )
    
    
    (4,211
    )
    
    
    (17,954
    )Noncontrolling interest of limited partners in discontinued operations
    
    
    597
    
    
    
    449
    
    
    
    (3,239
    )Income attributable to noncontrolling interest
    
    
    (7,570
    )
    
    
    3,892
    
    
    
    (22,672
    )Net income (loss) attributable to parent company
    
    
    7,608
    
    
    
    (46,629
    )
    
    
    355,901Dividends to preferred shareholders
    
    
    (8,142
    )
    
    
    (8,773
    )
    
    
    (13,439
    )Preferred share issuance costs write-off
    
    
    25
    
    
    
    (27
    )
    
    
    (360
    )Net (loss) income available to common shareholders
    
    $
    (509
    )
    
    $
    (55,429
    )
    
    $
    342,102Net (loss) income per common share  basic:(Loss) income from continuing operations
    
    $
    (0.06
    )
    
    $
    (1.63
    )
    
    $
    5.51Income from discontinued operations
    
    
    0.05
    
    
    
    0.44
    
    
    
    1.75Net (loss) income per common share  basic
    
    $
    (0.01
    )
    
    $
    (1.19
    )
    
    $
    7.26Net (loss) income per common share  diluted:(Loss) income from continuing operations
    
    $
    (0.06
    )
    
    $
    (1.63
    )
    
    $
    5.46Income from discontinued operations
    
    
    0.05
    
    
    
    0.44
    
    
    
    1.73Net (loss) income per common share  diluted
    
    $
    (0.01
    )
    
    $
    (1.19
    )
    
    $
    7.19Weighted average common shares outstanding  basic
    
    
    53,266
    
    
    
    47,231
    
    
    
    46,356Weighted average common shares outstanding  diluted
    
    
    53,266
    
    
    
    47,231
    
    
    
    46,833Net income (loss)
    
    $
    15,178
    
    
    $
    (50,521
    )
    
    $
    378,573Other comprehensive income (loss):Unrealized  (loss) on cash flow hedging activities
    
    
    
    
    
    
    (100
    )
    
    
    (535
    )Adjust for amounts included in Net (loss) income
    
    
    2,248
    
    
    
    
    
    
    
    Change related to pension plan termination
    
    
    
    
    
    
    
    
    
    
    2,615Comprehensive income (loss)
    
    $
    17,426
    
    
    $
    (50,621
    )
    
    $
    380,653
  73




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##### Table of Contents



COLONIAL PROPERTIES TRUST
 
 CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY  (in thousands, except per share data)
 For the Years Ended December 31, 2009, 2008, 2007Additional
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Accumulated Other
    
    
    Total
    
    
    
    RedeemablePreferred
    
    
    Common
    
    
    Paid-In
    
    
    Cumulative
    
    
    Cumulative
    
    
    Noncontrolling
    
    
    Treasury
    
    
    Comprehensive
    
    
    Shareholders
    
    
    
    CommonShares
    
    
    Shares
    
    
    Capital
    
    
    Earnings
    
    
    Distributions
    
    
    Interest
    
    
    Shares
    
    
    Loss
    
    
    Equity
    
    
    
    UnitsBalance December 31, 2006
    
    $
    6
    
    
    $
    518
    
    
    $
    1,437,475
    
    
    $
    957,919
    
    
    $
    (957,705
    )
    
    $
    107,406
    
    
    $
    (150,163
    )
    
    $
    (8,706
    )
    
    $
    1,386,750
    
    
    
    $
    496,361Net income (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    362,791
    
    
    
    
    
    
    
    5,324
    
    
    
    
    
    
    
    
    
    
    
    368,115
    
    
    
    
    10,098Net change in derivative value
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (535
    )
    
    
    (535
    )Termination of pension plan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,615
    
    
    
    2,615Adjustment for amounts included in net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    568
    
    
    
    568Distributions on common shares ($2.54 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (116,358
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (116,358
    )
    
    
    
    (28,593
    )Special distribution at $10.75 per share
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (506,515
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (506,515
    )
    
    
    
    (41,027
    )Distributions on preferred shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (13,439
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (13,439
    )Distributions on preferred units of CRLP
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,250
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,250
    )Issuance of Restricted Common Shares of
Beneficial Interest
    
    
    
    
    
    
    2
    
    
    
    5,363
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,365Amortization of stock based compensation
    
    
    
    
    
    
    
    
    
    
    6,727
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,727Redemption of Series E preferred shares of
beneficial interest
    
    
    (1
    )
    
    
    
    
    
    
    (104,436
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (104,437
    )Cancellation of vested restricted shares to pay taxes
    
    
    
    
    
    
    
    
    
    
    (1,207
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,207
    )Issuance of common shares of beneficial
interest through the Companys dividend
reinvestment plan and Employee Stock
Purchase Plan
    
    
    
    
    
    
    2
    
    
    
    9,811
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,813Issuance of common shares of beneficial
interest through options exercised
    
    
    
    
    
    
    1
    
    
    
    3,568
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,569Issuance of common shares of beneficial
interest through conversion of units from
Colonial Realty Limited Partnership
    
    
    
    
    
    
    5
    
    
    
    21,336
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21,341
    
    
    
    
    (21,341
    )Change in interest of limited partners
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (10,291
    )
    
    
    
    
    
    
    
    
    
    
    (10,291
    )Change in redemption value of common units
    
    
    
    
    
    
    
    
    
    
    201,332
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    201,332
    
    
    
    
    (201,332
    )Balance December 31, 2007
    
    $
    5
    
    
    $
    528
    
    
    $
    1,579,969
    
    
    $
    1,320,710
    
    
    $
    (1,601,267
    )
    
    $
    102,439
    
    
    $
    (150,163
    )
    
    $
    (6,058
    )
    
    $
    1,246,163
    
    
    
    $
    214,166Net income (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (39,380
    )
    
    
    
    
    
    
    82
    
    
    
    
    
    
    
    
    
    
    
    (39,298
    )
    
    
    $
    (11,225
    )Net change in derivative value
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (100
    )
    
    
    (100
    )Adjustment for amounts included in net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    953
    
    
    
    953Distributions on common shares ($1.75 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (83,421
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (83,421
    )
    
    
    
    (17,011
    )Distributions on preferred shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (8,800
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (8,800
    )Distributions on preferred units of CRLP
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,251
    )Issuance of Restricted Common Shares of
Beneficial Interest
    
    
    
    
    
    
    1
    
    
    
    (2,416
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,415
    )Amortization of stock based compensation
    
    
    
    
    
    
    
    
    
    
    4,556
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,556Redemption of Series D preferred shares of
beneficial interest
    
    
    (1
    )
    
    
    
    
    
    
    (23,843
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (23,844
    )Cancellation of vested restricted shares to pay taxes
    
    
    
    
    
    
    
    
    
    
    (710
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (710
    )Issuance of common shares of beneficial
interest through the Companys dividend
reinvestment plan and Employee Stock
Purchase Plan
    
    
    
    
    
    
    1
    
    
    
    575
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    576Issuance of common shares of beneficial
interest through options exercised
    
    
    
    
    
    
    
    
    
    
    696
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    696Issuance of common shares of beneficial
interest through conversion of units from
Colonial Realty Limited Partnership
    
    
    
    
    
    
    12
    
    
    
    16,891
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16,903
    
    
    
    
    (16,903
    )Change in interest of limited partners
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (578
    )
    
    
    
    
    
    
    
    
    
    
    (578
    )Change in redemption value of common units
    
    
    
    
    
    
    
    
    
    
    44,179
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    44,179
    
    
    
    
    (44,179
    )Balance December 31, 2008
    
    $
    4
    
    
    $
    542
    
    
    $
    1,619,897
    
    
    $
    1,281,330
    
    
    $
    (1,700,739
    )
    
    $
    101,943
    
    
    $
    (150,163
    )
    
    $
    (5,205
    )
    
    $
    1,147,609
    
    
    
    $
    124,848Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,858
    
    
    
    
    
    
    
    402
    
    
    
    
    
    
    
    
    
    
    
    15,260
    
    
    
    $
    (82
    )Adjustment for amounts included in net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,248
    
    
    
    2,248Distributions on common shares ($0.70 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (36,884
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (36,884
    )
    
    
    
    (5,978
    )Distributions on preferred shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (8,142
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (8,142
    )Distributions on preferred units of CRLP
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,250
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,250
    )Issuance of Restricted Common Shares of
Beneficial Interest
    
    
    
    
    
    
    
    
    
    
    (251
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (251
    )Amortization of stock based compensation
    
    
    
    
    
    
    
    
    
    
    2,574
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,574Redemption of Series D preferred shares of
beneficial interest
    
    
    
    
    
    
    
    
    
    
    (157
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (157
    )Cancellation of vested restricted shares to pay taxes
    
    
    
    
    
    
    
    
    
    
    (213
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (213
    )Issuance of common shares of beneficial
interest through the Companys dividend
reinvestment plan and Employee Stock
Purchase Plan
    
    
    
    
    
    
    2
    
    
    


    1,390
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,392Issuance of common shares of beneficial
interest through conversion of units from
Colonial Realty Limited Partnership
    
    
    
    
    
    
    7
    
    
    
    4,936
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,943
    
    
    
    
    (4,943
    )Equity Offering Programs, net of cost
    
    
    
    
    
    
    169
    
    
    
    151,878
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    152,047Change in interest of limited partners
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,360
    )
    
    
    
    
    
    
    
    
    
    
    (1,360
    )Change in redemption value of common units
    
    
    
    
    
    
    
    
    
    
    (19,692
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (19,692
    )
    
    
    
    19,692Balance December 31, 2009
    
    $
    4
    
    
    $
    720
    
    
    $
    1,760,362
    
    
    $
    1,296,188
    
    
    $
    (1,753,015
    )
    
    $
    100,985
    
    
    $
    (150,163
    )
    
    $
    (2,957
    )
    
    $
    1,252,124
    
    
    
    $
    133,537
  74




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##### Table of Contents



COLONIAL PROPERTIES TRUST
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS  (in thousands)
 For the Years Ended December 31, 2009, 2008 and 20072009
    
    
    2008
    
    
    2007Cash flows from operating activities:Net income (loss)
    
    $
    15,178
    
    
    $
    (50,523
    )
    
    $
    378,573Adjustments to reconcile net income (loss) to net cash
provided by operating activities:Depreciation and amortization
    
    
    118,952
    
    
    
    107,610
    
    
    
    123,811(Loss) income from partially-owned unconsolidated entities
    
    
    1,243
    
    
    
    (12,516
    )
    
    
    (11,207
    )Distributions of income from partially-owned unconsolidated entities
    
    
    11,621

    
    
    
    13,344
    
    
    
    13,207Gains from sales of property
    
    
    (10,705
    )
    
    
    (52,652
    )
    
    
    (413,823
    )Impairment and other losses
    
    
    12,441
    
    
    
    116,900
    
    
    
    46,629(Gain) loss on retirement of debt
    
    
    (56,427
    )
    
    
    (16,021
    )
    
    
    12,521Prepayment penalties
    
    
    
    
    
    
    
    
    
    
    (29,207
    )Other, net
    
    
    4,005
    
    
    
    1,439
    
    
    
    (10,105
    )Decrease (increase) in:Restricted cash
    
    
    16,515
    
    
    
    440
    
    
    
    5,902Accounts receivable, net
    
    
    2,414
    
    
    
    2,276
    
    
    
    (276
    )Prepaid expenses
    
    
    (11,187
    )
    
    
    3,362
    
    
    
    10,943Other assets
    
    
    9,839
    
    
    
    217
    
    
    
    (12,700
    )Increase (decrease) in:Accounts payable
    
    
    (16,596
    )
    
    
    6,821
    
    
    
    (3,912
    )Accrued interest
    
    
    (7,584
    )
    
    
    (2,348
    )
    
    
    (9,405
    )Accrued expenses and other
    
    
    18,885
    
    
    
    (690
    )
    
    
    (1,921
    )Net cash provided by operating activities
    
    
    108,594
    
    
    
    117,659
    
    
    
    99,030Cash flows from investing activities:Acquisition of properties
    
    
    (172,303
    )
    
    
    (7,369
    )
    
    
    (125,400
    )Development expenditures paid to non-affiliates
    
    
    (34,669
    )
    
    
    (280,492
    )
    
    
    (314,298
    )Development expenditures paid to affiliates
    
    
    (11,374
    )
    
    
    (50,605
    )
    
    
    (77,036
    )Tenant improvements and leasing commissions
    
    
    (1,265
    )
    
    
    (3,046
    )
    
    
    (5,960
    )Capital expenditures
    
    
    (25,620
    )
    
    
    (24,613
    )
    
    
    (34,198
    )Issuance of notes receivable
    
    
    (21
    )
    
    
    (9,436
    )
    
    
    (26,195
    )Repayments of notes receivable
    
    
    2,431
    
    
    
    5,939
    
    
    
    56,708Proceeds from sales of property, net of selling costs
    
    
    90,655
    
    
    
    176,997
    
    
    
    1,134,225Distributions from partially-owned unconsolidated entities
    
    
    6,605
    
    
    
    32,734
    
    
    
    100,131Capital contributions to partially-owned unconsolidated entities
    
    
    (98
    )
    
    
    (13,363
    )
    
    
    (43,142
    )Redemption of community development district bonds
    
    
    (22,429
    )
    
    
    
    
    
    
    Sales (purchase) of investments
    
    
    1,622
    
    
    
    5,757
    
    
    
    (7,379
    )Net cash (used in) provided by investing activities
    
    
    (166,466
    )
    
    
    (167,497
    )
    
    
    657,456Cash flows from financing activities:Principal reductions of debt
    
    
    (550,872
    )
    
    
    (223,295
    )
    
    
    (655,076
    )Proceeds from additional borrowings
    
    
    521,959
    
    
    
    71,302
    
    
    
    818,748Proceeds from borrowings on revolving credit lines
    
    
    610,000
    
    
    
    410,000
    
    
    
    527,857Payments on revolving credit lines and overdrafts
    
    
    (617,476
    )
    
    
    (150,689
    )
    
    
    (675,000
    )Dividends paid to common and preferred shareholders,
and distributions to preferred unitholders
    
    
    (52,276
    )
    
    
    (99,472
    )
    
    
    (137,047
    )Distributions to common unitholders noncontrolling interest partners
    
    
    (5,978
    )
    
    
    (17,010
    )
    
    
    (32,679
    )Proceeds from common share issuances, net of expenses
    
    
    151,878
    
    
    
    
    
    
    
    Payment of debt issuance costs
    
    
    (5,841
    )
    
    
    (2,272
    )
    
    
    Special distribution
    
    
    
    
    
    
    
    
    
    
    (506,515
    )Proceeds from dividend reinvestment plan and
exercise of stock options
    
    
    2,040
    
    
    
    1,270
    
    
    
    13,382Redemption of Preferred Series D shares
    
    
    (157
    )
    
    
    (23,844
    )
    
    
    Redemption of Preferred Series E shares
    
    
    
    
    
    
    
    
    
    
    (105,157
    )Other financing activities, net
    
    
    
    
    
    
    
    
    
    
    387Net cash provided by (used in) financing activities
    
    
    53,277
    
    
    
    (34,010
    )
    
    
    (751,100
    )Increase (Decrease) in cash and cash equivalents
    
    
    (4,595
    )
    
    
    (83,848
    )
    
    
    5,386Cash and cash equivalents, beginning of period
    
    
    9,185
    
    
    
    93,033
    
    
    
    87,647Cash and cash equivalents, end of period
    
    $
    4,590
    
    
    $
    9,185
    
    
    $
    93,033Supplemental disclosures of cash flow information:Cash paid during the year for interest, including amounts capitalized
    
    $
    98,475
    
    
    $
    97,331
    
    
    $
    127,271Cash (received) paid during the year for income taxes
    
    $
    (9,849
    )
    
    $
    4,755
    
    
    $
    5,799Supplemental disclosure of non-cash transactions:Issuance of community development district bonds
related to Nor du Lac project
    
    
    
    
    
    $
    (24,000
    )
    
    
    Conversion of notes receivable balance due from Regents Park
Joint Venture (Phase I)
    
    
    
    
    
    $
    (30,689
    )
    
    
    Consolidation of CMS V/ CG at Canyon Creek Joint Venture
    
    $
    27,116
    
    
    
    
    
    
    
    Seller-financing for property/land parcel dispositions
    
    $
    (21,670
    )Exchange of interest in DRA/CRT for acquisition of Three Ravinia
    
    $
    19,700
    
    
    
    
    
    
    
    Exchange of interest in OZ/CLP for acquisition of CP Alabaster
    
    $
    (8,146
    )
    
    
    
    
    
    
    Cash flow hedging activities
    
    
    
    
    
    $
    (100
    )
    
    $
    (535
    )
  75




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##### Table of Contents



COLONIAL PROPERTIES TRUST
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2009, 2008 AND 2007
 1. Organization and Basis of Presentation
  2. Summary of Significant Accounting Policies
 Basis of Presentation
 Control of Partnerships and Similar Entities
 Noncontrolling Interest of limited partners
  Federal Income Tax Status
 76




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##### Table of Contents



Accounts receivable, net
      Real Estate Assets, Impairment and Depreciation
  77




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##### Table of Contents



Useful LivesBuildings
    
    20  40 yearsFurniture and fixtures
    
    5 or 7 yearsEquipment
    
    3 or 5 yearsLand improvements
    
    10 or 15 yearsTenant improvements
    
    Life of lease
  Acquisition of Real Estate Assets Business Combinations
    Cost Capitalization
  Cash and Equivalents
  Restricted Cash
  78




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##### Table of Contents



Restricted
cash
 Valuation of Receivables
   Notes Receivable
  (1)
    
    In February 2009, the Company disposed of Colonial Promenade at Fultondale for
$30.7 million, which included $16.9 million of seller-financing for a term of five
years at an interest rate of 5.6% (see Note 5).(2)
    
    In November 2009, the Company disposed of a tract of land for $7.3 million,
which included $5.0 million of seller-financing for a term of six months at an interest
rate of 7.5%.
   Deferred Debt and Lease Costs
 Derivative Instruments
  79




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##### Table of Contents



Share-Based Compensation Stock Compensation,
 Revenue Recognition
 Other property related revenue
  Real Estate Sales
    Net Income Per Share Earnings per Share
 Self Insurance Accruals
 80




---



##### Table of Contents



Use of Estimates
 Segment Reporting Segment
Reporting,
 Noncontrolling Interests and Redeemable Common Units-
 Investments in Joint Ventures Investments  Equity Method and Joint Ventures,
 Investment and Development Expenses -
 Assets and Liabilities Measured at Fair Value - Fair Value
Measurements and Disclosures
 
    
    Level 1  Quoted prices in active markets for identical assets or liabilities
that are accessible at the measurement date.
    
    Level 2  Inputs other than quoted prices that are observable for the asset or
liability, either directly or indirectly.
    
    Level 3  Unobservable inputs for the assets or liability.
  81




---



##### Table of Contents



(in thousands)
    
    Fair value measurements as of December 31, 2009Assets (Liabilities)
    
    Total
    
    Level 1
    
    Level 2
    
    Level 3Real estate assets,
including land held for
sale
    
    $
    51,965
    
    
    $
    
    
    
    $
    
    
    
    $
    51,965
    Accounting Pronouncements Recently Adopted  Noncontrolling Interests in Consolidated Financial Statements  an amendment of ARB No. 51 Contracts in an Entitys Own Equity Net income (loss) attributable to parent company
 Determining Whether Instruments Granted in
Share-Based Payment Transactions Are Participating Securities Earnings per
Share
 82




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##### Table of Contents



Interim Disclosures about Fair
Value of Financial Instruments, Financial Instruments
 Subsequent Events Subsequent Events
 Accounting Pronouncements Not Yet Effective- Amendments to FASB Interpretation No. FIN 46(R), Initial
Measurement.
 3. Restructuring Charges
 Accrued expenses
 Restructuring
charges
  Accrued expenses
 83




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##### Table of Contents



4. Impairment
  Impairment and other losses Income (loss) from discontinued
operations "(Loss)
income from partially-owned unconsolidated entities
 Impairment and other losses Income (loss) from discontinued operations
 Impairment and other losses Income (loss) from discontinued operations
  84




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##### Table of Contents



5. Property Acquisitions and Dispositions
 Property Acquisitions
    EffectiveLocation
    
    Acquisition Date
    
    Units/Square Feet (1)(unaudited)Multifamily Properties:Colonial Grand at Canyon Creek
    
    Austin, TX
    
    September 14, 2009
    
    
    236Colonial Village at Matthews
    
    Charlotte, NC
    
    January 16, 2008
    
    
    270Colonial Grand at Old Town Scottsdale North
    
    Phoenix, AZ
    
    January 31, 2007
    
    
    208Colonial Grand at Old Town Scottsdale South
    
    Phoenix, AZ
    
    January 31, 2007
    
    
    264Colonial Grand at Inverness Commons
    
    Phoenix, AZ
    
    March 1, 2007
    
    
    300Merritt at Godley Station
    
    Savannah, GA
    
    May 1, 2007
    
    
    312Commercial Properties:Three Ravinia
    
    Atlanta, GA
    
    November 25, 2009
    
    
    813,000Colonial Promenade Alabaster
    
    Birmingham, AL
    
    December 14, 2009
    
    
    288,000
 
 (1)
    
    Retail square-footage excludes anchored owned-square footage.  85




---



##### Table of Contents



2009
    
    2008
    
    2007Assets purchased:Land, buildings, and equipment
    
    $
    186,918
    
    
    $
    22,297
    
    
    $
    144,229Intangibles (1)
    
    
    27,510
    
    
    
    
    
    
    
    Other assets
    
    
    5,575
    
    
    
    
    
    
    
    522220,003
    
    
    
    22,297
    
    
    
    144,751Notes and mortgages assumed
    
    
    15,600
    
    
    
    (14,700
    )
    
    
    (18,944
    )Other liabilities assumed or recorded
    
    
    586
    
    
    
    (228
    )
    
    
    (407
    )Total consideration
    
    $
    236,189
    (2)
    
    $
    7,369
    
    
    $
    125,400
 
 (1)
    
    Includes $13.0 million, $2.0 million and $12.4 million of unamortized in-place
lease intangible assets, above (below) market lease intangibles and intangibles
related to relationships with customers, respectively.(2)
    
    See Note 9 and Note 11 regarding details for these
transactions.  ***** Pro Forma (Unaudited) *****Year Ended December 31,in thousands, except per share data
    
    2009
    
    2008
    
    2007Total revenue
    
    $
    361,984
    
    
    $
    369,107
    
    
    $
    430,618Net income (loss) available to common shareholders
    
    $
    2,241
    
    
    $
    (52,596
    )
    
    $
    344,228Net income
(loss) per common share  dilutive
    
    $
    0.04
    
    
    $
    (1.11
    )
    
    $
    7.32
 Property Dispositions  Continuing Operations
  (Loss) income from partially-owned
unconsolidated entities
 (Loss) income from partially-owned unconsolidated entities
  86




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##### Table of Contents



Property Dispositions  Discontinued Operations
     Discontinued Operations, Income (Loss) from discontinued operations
 87




---



##### Table of Contents



Units/SquareProperty
    
    Location
    
    Date
    
    Feet(unaudited)MultifamilyColonial Grand at Hunters Creek
    
    Orlando, FL
    
    September 2008
    
    
    496Colonial Grand at Shelby Farms I & II
    
    Memphis, TN
    
    June 2008
    
    
    450Colonial Village at Bear Creek
    
    Fort Worth, TX
    
    June 2008
    
    
    120Colonial Village at Pear Ridge
    
    Dallas, TX
    
    June 2008
    
    
    242Colonial Village at Bedford
    
    Fort Worth, TX
    
    June 2008
    
    
    238Cottonwood Crossing
    
    Fort Worth, TX
    
    June 2008
    
    
    200Beacon Hill
    
    Charlotte, NC
    
    January 2007
    
    
    349Clarion Crossing
    
    Raleigh, NC
    
    January 2007
    
    
    260Colonial Grand at Enclave
    
    Atlanta, GA
    
    January 2007
    
    
    200Colonial Village at Poplar Place
    
    Atlanta, GA
    
    January 2007
    
    
    324Colonial Village at Regency Place
    
    Raleigh, NC
    
    January 2007
    
    
    180Colonial Village at Spring Lake
    
    Atlanta, GA
    
    January 2007
    
    
    188Colonial Village at Timothy Woods
    
    Athens, GA
    
    January 2007
    
    
    204Colonial Grand at Promenade
    
    Montgomery, AL
    
    February 2007
    
    
    384Mayflower Seaside
    
    Virginia Beach, VA
    
    June 2007
    
    
    265Cape Landing
    
    Myrtle Beach, SC
    
    June 2007
    
    
    288Colonial Grand at Natchez Trace
    
    Jackson, MS
    
    June 2007
    
    
    328Colonial Grand at The Reservoir
    
    Jackson, MS
    
    June 2007
    
    
    170Stonebrook
    
    Atlanta, GA
    
    July 2007
    
    
    188Commercial(1)Colonial Promenade Winter Haven
    
    Orlando, FL
    
    December 2009
    
    
    286,297250 Commerce Center
    
    Montgomery, AL
    
    February 2008
    
    
    37,000Rivermont Shopping Center
    
    Chattanooga, TN
    
    February 2007
    
    
    73,481Colonial Shoppes Yadkinville
    
    Yadkinville, NC
    
    March 2007
    
    
    90,917Colonial Shoppes Wekiva
    
    Orlando, FL
    
    May 2007
    
    
    208,568Britt David Shopping Center
    
    Columbus, GA
    
    July 2007
    
    
    102,564Colonial Mall Decatur
    
    Huntsville, AL
    
    July 2007
    
    
    495,198Colonial Mall Lakeshore
    
    Gainesville, GA
    
    July 2007
    
    
    518,290Colonial Mall Staunton
    
    Staunton, VA
    
    July 2007
    
    
    423,967Colonial Mayberry Mall
    
    Mount Airy, NC
    
    July 2007
    
    
    149,140Colonial Promenade Montgomery
    
    Montgomery, AL
    
    July 2007
    
    
    165,114Colonial Promenade Montgomery North
    
    Montgomery, AL
    
    July 2007
    
    
    108,112Colonial Shoppes Bellwood
    
    Montgomery, AL
    
    July 2007
    
    
    88,482Colonial Shoppes McGehee Place
    
    Montgomery, AL
    
    July 2007
    
    
    98,255Colonial Shoppes Quaker Village
    
    Greensboro, NC
    
    July 2007
    
    
    102,223Olde Town Shopping Center
    
    Montgomery, AL
    
    July 2007
    
    
    38,660Village on the Parkway
    
    Dallas, TX
    
    July 2007
    
    
    381,166Colonial Center at Mansell Overlook
    
    Atlanta, GA
    
    September 2007
    
    
    188,478
 
 (1)
    
    Square footage for retail assets excludes anchor-owned square footage. Development Dispositions
 Gains from sales of property, net of
income taxes
 88




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##### Table of Contents



Held for Sale
    Discontinued Operations Income (Loss) from discontinued operations
  89




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##### Table of Contents



(in thousands)Year Ended December 31,2009
    
    2008
    
    2007Property revenues:Base rent
    
    $
    3,526
    
    
    $
    12,806
    
    
    $
    34,879Tenant recoveries
    
    
    202
    
    
    
    169
    
    
    
    3,640Other revenue
    
    
    827
    
    
    
    2,169
    
    
    
    4,327Total revenues
    
    
    4,555
    
    
    
    15,144
    
    
    
    42,846Property operating and maintenance expense
    
    
    1,952
    
    
    
    6,772
    
    
    
    18,299Impairment
    
    
    2,051
    
    
    
    25,475
    
    
    
    2,500Depreciation
    
    
    130
    
    
    
    1,694
    
    
    
    5,276Amortization
    
    
    1
    
    
    
    21
    
    
    
    184Total operating expenses
    
    
    4,134
    
    
    
    33,962
    
    
    
    26,259Interest expense
    
    
    
    
    
    
    183
    
    
    
    (3,416
    )Interest income
    
    
    
    
    
    
    
    
    
    
    7Other
    
    
    
    
    
    
    
    
    
    
    (2,160
    )Income (loss) from discontinued operations before net gain
on disposition of discontinued operations
    
    
    421
    
    
    
    (18,635
    )
    
    
    11,018Net gain on disposition of discontinued operations
    
    
    1,729
    
    
    
    43,062
    
    
    
    91,144Noncontrolling
interest in CRLP from discontinued operations
    
    
    (381
    )
    
    
    (4,211
    )
    
    
    (17,954
    )Noncontrolling interest to limited partners
    
    
    597
    
    
    
    449
    
    
    
    (3,239
    )Income attributable to parent company
    
    $
    2,366
    
    
    $
    20,665
    
    
    $
    80,969
 6. For-Sale Activities
  
    
    sold the remaining 17 units at the Regents Park for total sales proceeds of $16.3
million. As discussed in Note 4, the Company recorded an impairment charge of $0.3
million;
    
    sold the remaining seven units at Azur at Metrowest and 20 units at Capri at
Hunters Creek for total sales proceeds of $1.1 million;
    
    sold the remaining condominium units at Murano at Delray Beach and Portofino at
Jensen Beach, 93 units and 118 units, respectively, in two separate bulk
transactions for total sales proceeds of $15.7 million. These assets were
originally condominium conversion properties but the remaining units were in the
multifamily rental pool at time of sale;
    
    sold the remaining 14 units at The Grander for total sales proceeds of $3.3
million; and
    
    sold the remaining 63 units at Regatta for total sales proceeds of $7.7 million.
   2009
    
    2008
    
    2007For-Sale Residential
    
    
    132
    
    
    
    76
    
    
    
    101Condominium Conversion
    
    
    238
    
    
    
    3
    
    
    
    262Residential Lot
    
    
    3
    
    
    
    1
    
    
    
    14
  90




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##### Table of Contents



Gains from sales of property
 (in thousands)Year Ended December 31,2009
    
    
    2008
    
    
    2007Condominium conversion revenues
    
    $
    16,851
    
    
    $
    448
    
    
    $
    51,073Condominium conversion costs
    
    
    (16,592
    )
    
    
    (401
    )
    
    
    (40,972
    )Gains on condominium conversion sales, before
noncontrolling interest and income taxes
    
    
    259
    
    
    
    47
    
    
    
    10,101For-sale residential revenues
    
    
    38,839
    
    
    
    17,851
    
    
    
    26,153For-sale residential costs
    
    
    (38,161
    )
    
    
    (16,226
    )
    
    
    (23,016
    )Gains on for-sale residential sales, before
noncontrolling interest and income taxes
    
    
    678
    
    
    
    1,625
    
    
    
    3,137Noncontrolling interest
    
    
    
    
    
    
    
    
    
    
    250Provision for income taxes
    
    
    (71
    )
    
    
    (552
    )
    
    
    (2,630
    )Gains on condominium conversion and for-sale residential sales, net of
noncontrolling interest and income taxes
    
    $
    866
    
    
    $
    1,120
    
    
    $
    10,858
    7. Land, Buildings and Equipment
  (in thousands)Useful Lives
    
    2009
    
    2008Buildings
    
    20 to 40 years
    
    $
    2,369,035
    
    
    $
    2,183,062Furniture and fixtures
    
    5 or 7 years
    
    
    118,857
    
    
    
    102,501Equipment
    
    3 or 5 years
    
    
    36,029
    
    
    
    32,057Land improvements
    
    10 or 15 years
    
    
    222,231
    
    
    
    181,944Tenant improvements
    
    Life of lease
    
    
    59,853
    
    
    
    42,0762,806,005
    
    
    
    2,541,640Accumulated depreciation
    
    
    
    
    (519,728
    )
    
    
    (403,858
    )2,286,277
    
    
    
    2,137,782Real estate assets held for sale
    
    
    
    
    65,022
    
    
    
    196,284Land
    
    
    
    
    404,345
    
    
    
    331,634$
    2,755,644
    
    
    $
    2,665,700
 91




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##### Table of Contents



8. Undeveloped Land and Construction in Progress
  Total Units/
    
    
    TotalSquare Feet (1)
    
    
    CostLocation
    
    (unaudited)
    
    
    (in thousands)Completed Developments:Multifamily PropertiesColonial Grand at Onion Creek
    
    Austin, TX
    
    
    300
    
    
    $
    32,210Colonial Grand at Ashton Oaks
    
    Austin, TX
    
    
    362
    
    
    
    34,254Colonial Grand at Desert Vista
    
    Las Vegas, NV
    
    
    380
    
    
    
    51,9181,042
    
    
    $
    118,382Commercial DevelopmentColonial Promenade Tannehill (2)
    
    Birmingham, AL
    
    
    84
    
    
    
    2,964Total Completed Developments
    
    
    
    
    
    
    
    $
    121,346
 
 (1)
    
    Square footage is presented in thousands and  excludes
anchor-owned square footage.(2)
    
    Total cost and development costs for this completed development, including
the portion of the project placed into service during 2008, was
$46.9 million, net of $4.5 million, which is expected to be
received from local municipalities as reimbursement for infrastructure costs.   Total
    
    
    
    
    
    
    
    
    
    
    CostsSquare
    
    
    
    
    
    
    Estimated
    
    
    CapitalizedFeet (1)
    
    
    Estimated
    
    
    Total Costs
    
    
    to DateLocation
    
    (unaudited)
    
    
    Completion
    
    
    (in thousands)
    
    
    (in thousands)Commercial Project:Colonial Promenade Craft Farms
    
    Gulf Shores, AL
    
    
    68
    
    
    
    2010
    
    
    
    9,900
    
    
    $
    6,865Construction in Progress
for Active Developments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    6,865
 
 (1)
    
    Square footage is presented in thousands and  excludes
anchor-owned square footage.   92




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##### Table of Contents



Total Units/
    
    
    CapitalizedSquare Feet (1)
    
    
    to DateLocation
    
    (unaudited)
    
    
    (in thousands)Multifamily Projects:Colonial Grand at Sweetwater
    
    Phoenix, AZ
    
    
    195
    
    
    $
    7,294Colonial Grand at Thunderbird
    
    Phoenix, AZ
    
    
    244
    
    
    
    8,379Colonial Grand at Randal Park (2)
    
    Orlando, FL
    
    
    750
    
    
    
    19,155Colonial Grand at Hampton Preserve
    
    Tampa, FL
    
    
    486
    
    
    
    14,473Colonial Grand at South End
    
    Charlotte, NC
    
    
    353
    
    
    
    12,084Colonial Grand at Azure
    
    Las Vegas, NV
    
    
    188
    
    
    
    7,851Colonial Grand at Cityway
    
    Austin, TX
    
    
    320
    
    
    
    4,9802,536
    
    
    $
    74,216Commercial Projects:Colonial Promenade Huntsville
    
    Huntsville, AL
    
    
    111
    
    
    
    9,712Colonial Promenade Nord du Lac (3)
    
    Covington, LA
    
    
    
    
    
    
    37,737111
    
    
    $
    47,449Other Projects and Undeveloped LandMultifamily
    
    
    
    
    
    
    
    
    3,434Commercial
    
    
    
    
    
    
    
    
    48,105For-Sale Residential (4)
    
    
    
    
    
    
    
    
    57,031$
    108,570Consolidated Construction in Progress
    
    
    
    
    
    
    
    $
    230,235
 
 (1)
    
    Square footage is presented in thousands. Square footage for the retail assets excludes
anchor-owned square footage.(2)
    
    This project is part of mixed-use development.(3)
    
    Costs capitalized to date are net of a $6.5 million impairment charge recorded during
2009 and a $19.3 million impairment charge recorded during 2008.(4)
    
    These costs are presented net of a $23.2 million non-cash impairment charge recorded on
one of the projects in 2007.  9. Investment in Partially-Owned Entities and Other Arrangements
 Investments in Consolidated Partially-Owned Entities
   93




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Investments in Unconsolidated Partially-Owned Entities
  (amounts in thousands)Percent
    
    
    As of December 31,Owned
    
    
    2009
    
    
    2008Multifamily:Belterra, Ft. Worth, TX
    
    
    10.00
    %
    
    
    525
    
    
    
    616Regents Park (Phase II), Atlanta, GA
    
    
    40.00
    % (1)
    
    
    3,387
    
    
    
    3,424CG at Huntcliff, Atlanta, GA
    
    
    20.00
    %
    
    
    1,646
    
    
    
    1,894CG at McKinney, Dallas, TX
    
    
    25.00
    % (1)
    
    
    1,721
    
    
    
    1,521CG at Research Park, Raleigh, NC
    
    
    20.00
    %
    
    
    914
    
    
    
    1,053CG at Traditions, Gulf Shores, AL
    
    
    35.00
    % (2)
    
    
    
    
    
    
    570CMS / Colonial Joint Venture I
    
    
    
    (3)
    
    
    
    
    
    

    289CMS / Colonial Joint Venture II
    
    
    
    (3)
    
    
    
    
    
    
    (461
    )CMS Florida
    
    
    
    (3)
    
    
    
    
    
    
    (561
    )CMS Tennessee
    
    
    
    (3)
    
    
    
    
    
    
    114CMS V/CG at Canyon Creek, Austin, TX
    
    
    25.00
    % (4)
    
    
    
    
    
    
    638DRA Alabama
    
    
    
    (5)
    
    
    
    
    
    
    921DRA CV at Cary, Raleigh, NC
    
    
    20.00
    %
    
    
    1,440
    
    
    
    1,752DRA Cunningham, Austin, TX
    
    
    
    (6)
    
    
    
    
    
    
    896DRA The Grove at Riverchase, Birmingham, AL
    
    
    20.00
    %
    
    
    1,133
    
    
    
    1,291Total Multifamily
    
    
    
    
    
    
    10,766
    
    
    
    13,957Commercial600 Building Partnership, Birmingham, AL
    
    
    33.33
    %
    
    
    154
    
    
    
    118Colonial Center Mansell JV
    
    
    
    (7)
    
    
    
    
    
    
    727Colonial Promenade Alabaster II/Tutwiler II, Birmingham, AL
    
    
    5.00
    %
    
    
    (190
    )
    
    
    (173
    )Colonial
Pinnacle Craft Farms, Gulf Shores, AL
    
    
    
    (8)
    
    
    
    
    
    
    823Colonial Promenade Madison, Huntsville, AL
    
    
    25.00
    %
    
    
    2,119
    
    
    
    2,187Colonial Promenade Smyrna, Smyrna, TN
    
    
    50.00
    %
    

    
    2,174
    
    
    
    2,378DRA / CRT JV
    
    
    
    (9)
    
    
    
    
    
    
    24,091DRA / CLP JV
    
    
    15.00
    % (10)
    
    
    (15,321
    )
    
    
    (10,976
    )Highway 150, LLC, Birmingham, AL
    
    
    10.00
    %
    
    
    59
    
    
    
    67Huntville TIC, Huntsville, AL
    
    
    10.00
    % (11)
    
    
    (4,617
    )
    
    
    (3,746
    )OZRE JV
    
    
    
    (12)
    
    
    
    
    
    
    (7,579
    )Parkside Drive LLC I, Knoxville, TN
    
    
    50.00
    %
    
    
    3,073
    
    
    
    4,673Parkside Drive LLC II, Knoxville, TN
    
    
    50.00
    %
    
    
    7,210
    
    
    
    6,842Parkway Place Limited Partnership, Huntsville, AL
    
    
    50.00
    %
    
    
    10,168
    
    
    
    10,690Total Commercial
    
    
    
    
    
    
    4,829
    
    
    
    30,122Other:Colonial / Polar-BEK Management Company, Birmingham, AL
    
    
    50.00
    %
    
    
    35
    
    
    
    33Heathrow, Orlando, FL
    
    
    50.00
    % (1)
    
    
    1,792
    
    
    
    2,1091,827
    
    
    
    2,142$
    17,422
    
    
    $
    46,221
 
 Footnotes on following page 94




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##### Table of Contents



(1)
    
    These joint ventures consist of undeveloped land.(2)
    
    In September 2009, the Company recorded a $0.2 million impairment charge as a result of
its noncontrolling interest in this joint venture being other-than-temporarily impaired and
a $3.5 million charge to earnings for the probable payment of the partial loan repayment
guarantee provided on the original construction loan (see below).(3)
    
    In July 2009, the Company disposed of its noncontrolling interests in these joint
ventures (see below).(4)
    
    The Company began consolidating this joint venture in its financial statements during
the third quarter 2009 (as discussed above).(5)
    
    In October 2009, the Company disposed of its 10% noncontrolling interest in this joint
venture (see below).(6)
    
    In August 2009, the DRA Cunningham joint venture sold Cunningham, a 280-unit
multifamily apartment community (see below).(7)
    
    In December 2009, the Company sold its 15% noncontrolling interest in this joint
venture (see below).(8)
    
    In April 2009, the Company completed the transaction to transfer its remaining 15%
noncontrolling joint venture interest in Colonial Pinnacle Craft Farm (see below).(9)
    
    In November 2009, the Company disposed of its 15% noncontrolling interest in this joint
venture and obtained 100% interest in one commercial property located in Atlanta, Georgia
(see below). This joint venture included 17 properties located in Ft. Lauderdale,
Jacksonville and Orlando, Florida; Atlanta, Georgia; Charlotte, North Carolina; Memphis,
Tennessee and Houston, Texas. The Company sold its 15% noncontrolling interest in
Decoverly, located in Rockville, Maryland, during May 2008 (see below).(10)
    
    As of December 31, 2009, this joint venture included 16 office properties and 2 retail
properties located in Birmingham, Alabama; Orlando and Tampa, Florida; Atlanta, Georgia;
Charlotte, North Carolina and Austin, Texas. Amount includes the value of the Companys
investment of approximately $17.4 million, offset by the excess basis difference on the
June 2007 joint venture transaction of approximately $32.7 million, which is being
amortized over the life of the properties.(11)
    
    Equity investment includes the Companys investment of approximately $2.7 million,
offset by the excess basis difference on the transaction of approximately $7.3 million,
which is being amortized over the life of the properties.(12)
    
    In December 2009, the Company disposed of its 17.1% noncontrolling interest in this
joint venture and obtained 100% interest in one commercial property located in Birmingham,
Alabama (see below). This joint venture included 11 retail properties located in
Birmingham, Alabama; Jacksonville, Orlando, Punta Gorda and Tampa, Florida; Athens, Georgia
and Houston, Texas.      95




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##### Table of Contents



Units
    
    
    Sales PriceLocation
    
    (unaudited)
    
    
    (in millions)Park Crossing
    
    Fairfield, CA
    
    
    200
    
    
    $
    3.4Auberry at Twin Creek
    
    Dallas, TX
    
    
    216
    
    
    
    3.2Fairmont at Fossil Creek
    
    Fort Worth, TX
    
    
    240
    
    
    
    3.2Arbors at Windsor Lake
    
    Columbia, SC
    
    
    228
    
    
    
    1.4884
    
    
    $
    11.2
      96




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##### Table of Contents



As of December 31,(in thousands)
    
    2009
    
    2008Balance SheetAssetsLand, building, & equipment, net
    
    $
    1,416,526
    
    
    $
    3,130,487Construction in progress
    
    
    19,695
    
    
    
    57,441Other assets
    
    
    118,095
    
    
    
    317,164Total assets
    
    $
    1,554,316
    
    
    $
    3,505,092Liabilities and Partners EquityNotes payable (1)
    
    $
    1,211,927
    
    
    $
    2,711,059Other liabilities
    
    
    108,277
    
    
    
    156,700Partners Equity
    
    
    234,112
    
    
    
    637,333Total liabilities and partners capital
    
    $
    1,554,316
    
    
    $
    3,505,092
 For the Year Ended December 31,2009
    
    2008
    
    2007Statement of OperationsRevenues
    
    $
    395,686
    
    
    $
    457,088
    
    
    $
    425,115Operating expenses
    
    
    (173,705
    )
    
    
    (180,731
    )
    
    
    (174,278
    )Interest expense
    
    
    (139,309
    )
    
    
    (165,258
    )
    
    
    (154,896
    )Depreciation, amortization and other
    
    
    (158,013
    )
    
    
    (159,426
    )
    
    
    (68,927
    )Net (loss) income (2)
    
    $
    (75,341
    )
    
    $
    (48,327
    )
    
    $
    27,014
 
 (1)
    
    The Companys pro rata portion of indebtedness, as calculated based on ownership
percentage, at December 31, 2009 and 2008 was $239.1 million and $476.3 million,
respectively.(2)
    
    In addition to the Companys pro-rata share of income (loss) from partially-owned
unconsolidated entities, (Loss) income from partially-owned unconsolidated entities of
($1.2) million and $12.5 million for the years ended December 31, 2009 and 2008,
respectively, includes gains on the Companys dispositions of joint-venture interests and
amortization of basis differences which are not reflected in the table above. Investments in Variable Interest Entities
   Unconsolidated
Variable Interest Entities
   97




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10. Segment Information
    98




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##### Table of Contents



For the Year Ended December 31,(in thousands)
    
    2009
    
    
    2008
    
    
    2007Revenues:Segment Revenues:Multifamily
    
    $
    307,204
    
    
    $
    314,563
    
    
    $
    307,936Commercial
    
    
    91,433
    
    
    
    94,107
    
    
    
    169,396Total Segment Revenues
    
    
    398,637
    
    
    
    408,670
    
    
    
    477,332Partially-owned unconsolidated entities  Multifamily
    
    
    (6,500
    )
    
    
    (8,604
    )
    
    
    (10,287
    )Partially-owned unconsolidated entities  Commercial
    
    
    (62,269
    )
    
    
    (69,819
    )
    
    
    (60,420
    )Construction revenues
    
    
    36
    
    
    
    10,137
    
    
    
    38,448Other non-property related revenue
    
    
    15,003
    
    
    
    18,327
    
    
    
    19,344Discontinued operations property revenues
    
    
    (4,555
    )
    
    
    (15,144
    )
    
    
    (42,846
    )Total Consolidated Revenues
    
    
    340,352
    
    
    
    343,567
    
    
    
    421,571NOI:Segment NOI:Multifamily
    
    
    177,098
    
    
    
    188,256
    
    
    
    182,950Commercial
    
    
    58,257
    
    
    
    60,821
    
    
    
    111,234Total Segment NOI
    
    
    235,355
    
    
    
    249,077
    
    
    
    294,184Partially-owned unconsolidated entities  Multifamily
    
    
    (3,224
    )
    
    
    (4,224
    )
    
    
    (4,963
    )Partially-owned unconsolidated entities  Commercial
    
    
    (39,558
    )
    
    
    (43,895
    )
    
    
    (37,214
    )Other non-property related revenue
    
    
    15,003
    
    
    
    18,327
    
    
    
    19,344Discontinued operations property NOI
    
    
    (552
    )
    
    
    17,103
    
    
    
    (22,047
    )Impairment  discontinued ops (1)
    
    
    (2,051
    )
    
    
    (25,475
    )
    
    
    (2,500
    )Impairment and other losses  continuing ops (1)
    
    
    (10,390
    )
    
    
    (93,100
    )
    
    
    (44,129
    )Construction NOI
    
    
    1
    
    
    
    607
    
    
    
    3,902Property management expenses
    
    
    (7,749
    )
    
    
    (8,426
    )
    
    
    (12,178
    )General and administrative expenses
    
    
    (17,940
    )
    
    
    (23,185
    )
    
    
    (25,650
    )Management fee and other expenses
    
    
    (14,184
    )
    
    
    (15,153
    )
    
    
    (15,665
    )Restructuring charge
    
    
    (1,400
    )
    
    
    (1,028
    )
    
    
    (3,019
    )Investment and development
    
    
    (1,989
    )
    
    
    (4,358
    )
    
    
    (1,516
    )Depreciation
    
    
    (113,100
    )
    
    
    (101,342
    )
    
    
    (108,771
    )Amortization
    
    
    (4,090
    )
    
    
    (3,371
    )
    
    
    (10,475
    )Income (loss) from operations
    
    
    34,132
    
    
    
    (38,443
    )
    
    
    29,303Total other income (expense), net (2)
    
    
    (21,104
    )
    
    
    (36,505
    )
    
    
    247,108Income (loss) from continuing operations
    
    $
    13,028
    
    
    $
    (74,948
    )
    
    $
    276,411
 December 31,
    
    
    December 31,(in thousands)
    
    2009
    
    
    2008AssetsSegment AssetsMultifamily
    
    $
    2,502,772
    
    
    $
    2,579,376Commercial
    
    
    538,046
    
    
    
    402,914Total Segment Assets
    
    
    3,040,818
    
    
    
    2,982,290Unallocated corporate assets (3)
    
    
    131,814
    
    
    
    172,879$
    3,172,632
    
    
    $
    3,155,169
 
 Footnotes on following page 99




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(1)
    
    See Note 4  Impairment for details of these charges.(2)
    
    For-sale residential activities including net gain on sales and income tax expense (benefit)
are included in other income. (See table below for additional details on for-sale residential
activities and also Note 6 related to for-sale activities).(3)
    
    Includes the Companys investment in partially-owned entities of $17,422 and $46,221 as of
December 31, 2009 and 2008, respectively. For-Sale Residential
  For the Year Ended December 31,(in thousands)
    
    2009
    
    
    2008
    
    
    2007Gains on for-sale residential sales
    
    $
    678
    
    
    $
    1,625
    
    
    $
    3,137Impairment
    
    
    (818
    )
    
    
    (35,900
    )
    
    
    (43,300
    )Income tax (expense) benefit
    
    
    (1
    )
    
    
    (562
    )
    
    
    15,398Loss from for-sale residential sales
    
    $
    (141
    )
    
    $
    (34,837
    )
    
    $
    (24,765
    )
 11. Notes and Mortgages Payable
  (in thousands)For the year ended December 31,2009
    
    
    2008Unsecured credit facility
    
    $
    310,546
    
    
    $
    311,630Mortgages and other notes:3.15% to 6.00%
    
    
    612,862
    
    
    
    755,7866.01% to 6.88%
    
    
    740,935
    
    
    
    649,6036.89% to 8.80%
    
    
    40,000
    
    
    
    45,000$
    1,704,343
    
    
    $
    1,762,019
    100




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(in thousands)2010
    
    $
    44,2022011
    
    
    57,0852012 (1)
    
    
    390,2722013
    
    
    99,4372014
    
    
    200,229Thereafter
    
    
    913,118$
    1,704,343
 
 (1)
    
    Year 2012 includes $310.5 million outstanding on the Companys credit facility as of
December 31, 2009, which matures in June 2012. 101




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##### Table of Contents



Unsecured Senior Notes Repurchases
   AverageAverage
    
    
    Yield-to-(in millions)
    
    Amount
    
    
    Discount
    
    
    Maturity
    
    
    Net Gain (1)1st Quarter
    
    $
    96.9
    
    
    
    27.1
    %
    
    
    12.64
    %
    
    $
    24.22nd Quarter (2)
    
    
    315.5
    
    
    
    5.9
    %
    
    
    6.75
    %
    
    
    16.23rd Quarter (3)
    
    
    166.8
    
    
    
    10.0
    %
    
    
    7.87
    %
    
    
    14.34th Quarter
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Year-to-Date
    
    $
    579.2
    
    
    
    10.6
    %
    
    
    8.06
    %
    
    $
    54.7
 
 (1)
    
    Gains are presented net of the loss on hedging activities of $1.1 million recorded
during the three months ended March 31, 2009 and $0.6 million recorded during the three
months ended September 30, 2009 as the result of a reclassification of amounts in
Accumulated Other Comprehensive Loss in connection with the conclusion that it is probable
that the Company will not make interest payments associated with previously hedged debt as
a result of the repurchases under the senior note repurchase program.(2)
    
    Repurchases include $250.0 million repurchased pursuant to the Companys tender offer
that closed on May 4, 2009, which was conducted outside of the senior note repurchase
program.(3)
    
    Repurchases include $148.2 million repurchased pursuant to the Companys tender offer
that closed on August 31, 2009, which was conducted outside of the senior note repurchase
program. 102




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AverageAverage
    
    
    Yield-to-(in millions)
    
    Amount
    
    
    Discount
    
    
    Maturity
    
    

Net
Gain (1)1st Quarter
    
    $
    50.0
    
    
    
    12.0
    %
    
    
    8.18
    %
    
    $
    5.52nd Quarter
    
    
    31.8
    
    
    
    10.0
    %
    
    
    7.80
    %
    
    
    2.73rd Quarter
    
    
    57.8
    
    
    
    5.0
    %
    
    
    7.40
    %
    
    
    2.64th Quarter
    
    
    55.4
    
    
    
    9.8
    %
    
    
    10.42
    %
    
    
    4.8Total
    
    $
    195.0
    
    
    
    9.1
    %
    
    
    8.53
    %
    
    $
    15.6
 
 (1)
    
    Gains are presented net of the loss on hedging activities of
$0.4 million recorded during the three months ended December 31, 2008
as the result of a reclassification of amounts in Accumulated Other
Comprehensive Loss in connection with the conclusion that it is
probable that the Company will not make interest payments associated
with previously hedged debt as a result of the repurchases under the
senior note repurchase program. Unconsolidated Joint Venture Financing Activity
     12. Derivative Instruments
   103




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Accumulated other comprehensive loss
 Accumulated other comprehensive loss Accumulated other comprehensive
loss (Losses) gains on hedging
activities Accumulated
other comprehensive loss Accumulated other comprehensive loss (Losses) gains on hedging
activities
   13. Capital Structure
  Other Capital Events
  14. Equity Offerings
 October 2009 Equity Offering
  104




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At-the-Market Continuous Equity Offering Program
   Repurchases of Series D Preferred Depositary Shares
     Other Transactions
   105




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15. Share-based Compensation
 Incentive Share Plans
    December 31,2009
    
    2008
    
    2007Dividend yield
    
    
    5.25
    %
    
    
    7.92
    %
    
    
    5.76
    %Expected volatility
    
    
    48.83
    %
    
    
    20.70
    %
    
    
    19.42
    %Risk-free interest rate
    
    
    2.98
    %
    
    
    3.77
    %
    
    
    4.64
    %Expected option term (years)
    
    
    6.5
    
    
    
    7.1
    
    
    
    7.2
    Options OutstandingWeighted AverageShares
    
    
    Exercise PriceOptions outstanding, beginning of period
    
    
    1,524,385
    
    
    $
    24.00Granted
    
    
    50,474
    
    
    
    7.05Exercised
    
    
    
    
    
    
    Forfeited
    
    
    (213,448
    )
    
    
    23.59Options outstanding, end of period
    
    
    1,361,411
    
    
    $
    23.44
  106




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Weighted AverageFor the Year Ended
    
    
    Grant DateDecember 31, 2009
    
    
    Fair ValueNonvested Restricted Shares, December 31, 2008
    
    
    408,537
    
    
    $
    32.08Granted
    
    
    31,870
    
    
    
    7.56Vested
    
    
    (107,442
    )
    
    
    28.30Cancelled/Forfeited
    
    
    (64,793
    )
    
    
    21.06Nonvested Restricted Shares, December 31, 2009
    
    
    268,172
    
    
    $
    33.47
  Adoption of Incentive Program
  
    
    the grant of a specified number of restricted shares, totaling approximately $6.3
million, which vest at the end of the five-year service period beginning on April
26, 2006 (the Vesting Period), and/or
 
    
    an opportunity to earn a performance bonus, based on absolute and relative total
shareholder return over a three-year period beginning January 1, 2006 and ending
December 31, 2008 (the Performance Period).
   107




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
    
    risk-free rate,
 
    
    expected standard deviation of returns (i.e., volatility),
 
    
    expected dividend yield, and
 
    
    correlation in stock price movement.
     Employee Share Purchase Plan
  16. Employee Benefits
 Noncontributory Defined Benefit Pension Plan
  4 01(k) Plan
  108




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17. Income Taxes
   Taxable REIT Subsidiary
   (in thousands)2009
    
    
    2008
    
    
    2007Current tax expense (benefit):Federal
    
    $
    (17,370
    )
    
    $
    (10,417
    )
    
    $
    7,929State
    
    
    158
    
    
    
    56
    
    
    
    1,401(17,212
    )
    
    
    (10,361
    )
    
    
    9,330Deferred tax expense (benefit):Federal
    
    
    9,311
    
    
    
    11,063
    
    
    
    (14,187
    )State
    
    
    
    
    
    
    72
    
    
    
    (2,587
    )9,311
    
    
    
    11,135
    
    
    
    (16,774
    )Total income tax (benefit) expense
    
    $
    (7,901
    )
    
    $
    774
    
    
    $
    (7,444
    )Income tax expense  discontinued operations
    
    $
    70
    
    
    $
    1,064
    
    
    $
    1,839Income tax (benefit) expense  continuing operations
    
    $
    (7,971
    )
    
    $
    1,838
    
    
    $
    (5,605
    )
   109




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##### Table of Contents



(in thousands)2009
    
    
    2008Deferred tax assets:Real estate asset basis differences
    
    $
    
    
    
    $
    84Impairments
    
    
    27,659
    
    
    
    44,550Deferred revenue
    
    
    1,324
    
    
    
    1,971Deferred expenses
    
    
    6,712
    
    
    
    Allowance for doubtful accounts
    
    
    237
    
    
    
    737Accrued liabilities
    
    
    351
    
    
    
    340$
    36,283
    
    
    $
    47,682Deferred tax liabilities:Real estate asset basis differences
    
    
    (3,683
    )
    
    
    (4,088
    )(3,683
    )
    
    
    (4,088
    )Net deferred tax assets, before valuation allowance
    
    $
    32,600
    
    
    $
    43,594Valuation allowance
    
    
    (32,600
    )
    
    
    (34,283
    )Net deferred tax assets, included in other assets
    
    $
    
    
    
    $
    9,311
  2009
    
    2008Federal tax rate
    
    
    35.00
    %
    
    
    35.00
    %Valuation reserve
    
    
    15.17
    %
    
    
    -35.87
    %State income tax, net of federal income tax benefit
    
    
    
    
    
    
    -0.10
    %Other
    
    
    -0.02
    %
    
    
    0.07
    %CPSI provision for income taxes
    
    
    50.15
    %
    
    
    -0.90
    %
  18. Leasing Operations
  (amounts in thousands)2010
    
    $
    35,8672011
    
    
    35,4162012
    
    
    33,3292013
    
    
    32,1452014
    
    
    30,240Thereafter
    
    
    132,744$
    299,741
  110




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19. Commitments, Contingencies, Guarantees and Other Arrangements
 Commitments and Contingencies
  
    
    In connection with the dispute, in January 2008, the contractor filed a lawsuit
against the Company alleging, among other things, breach of contract, enforcement of
a lien against real property, misrepresentation, conversion, declaratory judgment
and an accounting of costs, and is seeking $10.3 million in damages, plus
consequential and punitive damages.
 
    
    Certain of the subcontractors, vendors and other parties, involved in the
projects, including purchasers of units, have also made claims in the form of lien
claims, general claims or lawsuits. The Company has been sued by purchasers of
certain condominium units alleging breach of contract, fraud, construction
deficiencies and misleading sales practices. Both compensatory and punitive damages
are sought in these actions. Some of these claims have been resolved by
negotiations and mediations, and others may also be similarly resolved. Some of
these claims will likely be arbitrated or litigated to conclusion.
     111




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Guarantees and Other Arrangements
 Active Guarantees
       Terminated Guarantees
  112




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20. Related Party Transactions
      113




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##### Table of Contents



21. Net Income (Loss) Per Share
  (amounts in thousands)
    
    2009
    
    
    2008
    
    
    2007Numerator:Net (loss) income attributable to parent company
    
    $
    7,608
    
    
    $
    (46,629
    )
    
    $
    355,901Less:Preferred stock dividends
    
    
    (8,142
    )
    
    
    (8,773
    )
    
    
    (13,439
    )Income from discontinued operations including
noncontrolling interest
    
    
    (2,366
    )
    
    
    (20,665
    )
    
    
    (80,969
    )Income allocated to participating securities
    
    
    (185
    )
    
    
    (716
    )
    
    
    (5,593
    )Preferred share issuance costs write-off, net of discount
    
    
    25
    
    
    
    (27
    )
    
    
    (360
    )(Loss) income from continuing operations available to
common shareholders
    
    $
    (3,060
    )
    
    $
    (76,810
    )
    
    $
    255,540Denominator:Denominator for basic net income per share  weighted
average common shares
    
    
    53,266
    
    
    
    47,231
    
    
    
    46,356Effect of dilutive securities
    
    
    
    
    
    
    
    
    
    
    477Denominator for diluted net income per share  adjusted
weighted average common shares
    
    
    53,266
    
    
    
    47,231
    
    
    
    46,833
  114




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22. Subsequent Events
 Unsecured Notes and Preferred Securities Repurchase Programs
   Continuous Equity Offering Program
  Distribution
   23. Quarterly Financial Information (Unaudited)
  115




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##### Table of Contents



2009(in thousands, except per share data)First
    
    Second
    
    Third
    
    FourthQuarter
    
    Quarter
    
    Quarter
    
    QuarterRevenues
    
    $
    84,129
    
    
    $
    85,338
    
    
    $
    84,344
    
    
    $
    86,541Income (loss) from continuing operations
    
    
    14,917
    
    
    
    1,147
    
    
    
    (1,298
    )
    
    
    (9,523
    )Income (loss) from discontinued operations
    
    
    1,035
    
    
    
    (1,011
    )
    
    
    337
    
    
    
    2,006Net income (loss) attributable to parent company
    
    
    15,952
    
    
    
    136
    
    
    
    (961
    )
    
    
    (7,517
    )Preferred dividends
    
    
    (2,073
    )
    
    
    (2,037
    )
    
    
    (1,997
    )
    
    
    (2,035
    )Preferred share issuance costs write-off
    
    
    (5
    )
    
    
    
    
    
    
    30
    
    
    
    Net income (loss) available to common shareholders
    
    
    13,874
    
    
    
    (1,901
    )
    
    
    (2,930
    )
    
    
    (9,552
    )Net income (loss) per share:Basic
    
    $
    0.29
    
    
    $
    (0.04
    )
    
    $
    (0.05
    )
    
    $
    (0.15
    )Diluted
    
    $
    0.29
    
    
    $
    (0.04
    )
    
    $
    (0.05
    )
    
    $
    (0.15
    )Weighted average common shares outstanding:Basic
    
    
    48,202
    
    
    
    48,649
    
    
    
    50,787
    
    
    
    65,265Diluted
    
    
    48,202
    
    
    
    48,649
    
    
    
    50,787
    
    
    
    65,265
 2008(in thousands, except per share data)First
    
    Second
    
    Third
    
    FourthQuarter
    
    Quarter
    
    Quarter
    
    QuarterRevenues
    
    $
    88,612
    
    
    $
    83,872
    
    
    $
    85,939
    
    
    $
    85,144Income (loss) from continuing operations
    
    
    12,327
    
    
    
    3,801
    
    
    
    1,104
    
    
    
    (84,527
    )Income (loss) from discontinued operations
    
    
    4,660
    
    
    
    7,967
    
    
    
    28,884
    
    
    
    (20,856
    )Net income (loss) attributable to parent company
    
    
    16,988
    
    
    
    11,768
    
    
    
    29,998
    
    
    
    (105,383
    )Preferred dividends
    
    
    (2,488
    )
    
    
    (2,180
    )
    
    
    (2,037
    )
    
    
    (2,068
    )Preferred share issuance costs write-off
    
    
    (184
    )
    
    
    (83
    )
    
    
    240
    
    
    
    Net income (loss) available to common shareholders
    
    
    14,316
    
    
    
    9,505
    
    
    
    28,201
    
    
    
    (107,451
    )Net income (loss) per share:Basic
    
    $
    0.31
    
    
    $
    0.20
    
    
    $
    0.59
    
    
    $
    (2.26
    )Diluted
    
    $
    0.30
    
    
    $
    0.20
    
    
    $
    0.59
    
    
    $
    (2.26
    )Weighted average common shares outstanding:Basic
    
    
    46,854
    
    
    
    46,927
    
    
    
    47,369
    
    
    
    47,796Diluted
    
    
    47,015
    
    
    
    47,095
    
    
    
    47,369
    
    
    
    47,796
 116




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
      Internal ControlIntegrated Framework
  
 117




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##### Table of Contents



Report of Independent Registered Public Accounting Firm
 
   
  118




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COLONIAL REALTY LIMITED PARTNERSHIP
 
 CONSOLIDATED BALANCE SHEETS
 (amounts in thousands, except per unit data)
 December 31,
    
    
    December 31,2009
    
    
    2008ASSETSLand, buildings and equipment
    
    $
    3,210,336
    
    
    $
    2,873,256Undeveloped land and construction in progress
    
    
    237,101
    
    
    
    309,010Less: Accumulated depreciation
    
    
    (519,715
    )
    
    
    (403,842
    )Real estate assets held for sale
    
    
    65,022
    
    
    
    196,284Net real estate assets
    
    
    2,992,744
    
    
    
    2,974,708Cash and equivalents
    
    
    4,590
    
    
    
    9,185Restricted cash
    
    
    7,952
    
    
    
    29,766Accounts receivable, net
    
    
    33,915
    
    
    
    23,102Notes receivable
    
    
    22,208
    
    
    
    2,946Prepaid expenses
    
    
    16,503
    
    
    
    5,332Deferred debt and lease costs
    
    
    22,560
    
    
    
    16,783Investment in partially owned entities
    
    
    17,422
    
    
    
    46,221Deferred tax asset
    
    
    
    
    
    
    9,311Other assets
    
    
    54,066
    
    
    
    37,147Total Assets
    
    $
    3,171,960
    
    
    $
    3,154,501LIABILITIES AND EQUITYNotes and mortgages payable
    
    $
    1,393,797
    
    
    $
    1,450,389Unsecured credit facility
    
    
    310,546
    
    
    
    311,630Total long-term liabilities
    
    
    1,704,343
    
    
    
    1,762,019Accounts payable
    
    
    27,626
    
    
    
    52,898Accrued interest
    
    
    13,133
    
    
    
    20,716Accrued expenses
    
    
    26,142
    
    
    
    7,520Other liabilities
    
    
    8,805
    
    
    
    32,140Total liabilities
    
    
    1,780,049
    
    
    
    1,875,293Redeemable units, at redemption value - 8,162,845 and
8,860,971 units outstanding at December 31, 2009 and 2008, respectively
    
    
    133,537
    
    
    
    124,848General partner Common equity - 66,366,077 and 48,546,268 units outstanding at
December 31, 2009 and 2008, respectively
    
    
    1,066,390
    
    
    
    963,509Preferred equity ($125,000 liquidation preference)
    
    
    96,550
    
    
    
    96,707Limited partners preferred equity ($100,000 liquidation preference)
    
    
    97,406
    
    
    
    97,406Limited partners noncontrolling interest in consolidated partnerships
    
    
    985
    
    
    
    1,943Accumulated other comprehensive income
    
    
    (2,957
    )
    
    
    (5,205
    )Total equity
    
    
    1,258,374
    
    
    
    1,154,360Total liabilities and equity
    
    $
    3,171,960
    
    
    $
    3,154,501
  119




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COLONIAL REALTY LIMITED PARTNERSHIP
 
 CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)  (in thousands, except share and per unit data)
 For the years endedDecember 31,
    
    
    December 31,
    
    
    December 31,2009
    
    
    2008
    
    
    2007Revenue:Base rent
    
    $
    279,217
    
    
    $
    275,874
    
    
    $
    318,554Base rent from affiliates
    
    
    77
    
    
    
    96
    
    
    
    1,153Percentage rent
    
    
    219
    
    
    
    418
    
    
    
    917Tenant recoveries
    
    
    4,353
    
    
    
    4,249
    
    
    
    11,484Other property related revenue
    
    
    41,447
    
    
    
    34,466
    
    
    
    31,671Construction revenues
    
    
    36
    
    
    
    10,137
    
    
    
    38,448Other non-property related revenue
    
    
    15,003
    
    
    
    18,327
    
    
    
    19,344Total revenue
    
    
    340,352
    
    
    
    343,567
    
    
    
    421,571Operating expenses:Property operating expenses
    
    
    95,395
    
    
    
    84,134
    
    
    
    92,433Taxes, licenses, and insurance
    
    
    39,948
    
    
    
    38,383
    
    
    
    43,886Construction expenses
    
    
    35
    
    
    
    9,530
    
    
    
    34,546Property management expenses
    
    
    7,749
    
    
    
    8,426
    
    
    
    12,178General and administrative expenses
    
    
    17,940
    
    
    
    23,185
    
    
    
    25,650Management fee and other expenses
    
    
    14,184
    
    
    
    15,153
    
    
    
    15,665Restructuring charges
    
    
    1,400
    
    
    
    1,028
    
    
    
    3,019Investment and development expenses
    
    
    1,989
    
    
    
    4,358
    
    
    
    1,516Depreciation
    
    
    113,100
    
    
    
    101,342
    
    
    
    108,771Amortization
    
    
    4,090
    
    
    
    3,371
    
    
    
    10,475Impairment and other losses
    
    
    10,390
    
    
    
    93,100
    
    
    
    44,129Total operating expenses
    
    
    306,220
    
    
    
    382,010
    
    
    
    392,268Income (loss) from operations
    
    
    34,132
    
    
    
    (38,443
    )
    
    
    29,303Other income (expense):Interest expense
    
    
    (91,986
    )
    
    
    (75,153
    )
    
    
    (92,475
    )Gains (losses) on retirement of debt
    
    
    56,427
    
    
    
    15,951
    
    
    
    (10,363
    )Interest income
    
    
    1,446
    
    
    
    2,776
    
    
    
    7,591(Loss) income from partially-owned unconsolidated entities
    
    
    (1,243
    )
    
    
    12,516
    
    
    
    11,207(Losses) gains on hedging activities
    
    
    (1,709
    )
    
    
    (385
    )
    
    
    345Gains from sales of property, net of income taxes of
$3,157, $1,546 and $6,548 for 2009, 2008 and 2007, respectively
    
    
    5,875
    
    
    
    6,776
    
    
    
    29,525Transaction costs
    
    
    
    
    
    
    
    
    
    
    (11,026
    )Income taxes and other
    
    
    10,086
    
    
    
    1,014
    
    
    
    15,743Total other (expense) income
    
    
    (21,104
    )
    
    
    (36,505
    )
    
    
    (49,453
    )Income (loss) from continuing operations
    
    
    13,028
    
    
    
    (74,948
    )
    
    
    (20,150
    )Income (loss) from discontinued operations
    
    
    421
    
    
    
    (18,635
    )
    
    
    11,018Gain on disposal of discontinued operations, net of income taxes of
$70, $1,064 and $1,839 for 2009, 2008 and 2007, respectively
    
    
    1,729
    
    
    
    43,062
    
    
    
    91,144Income from discontinued operations
    
    
    2,150
    
    
    
    24,427
    
    
    
    102,162Net income (loss)
    
    
    15,178
    
    
    
    (50,521
    )
    
    
    82,012Noncontrolling interest of limited partners  continuing operations
    
    
    (999
    )
    
    
    (531
    )
    
    
    (2,085
    )Noncontrolling interest of limited partners  discontinued operations
    
    
    597
    
    
    
    449
    
    
    
    (3,239
    )Income attributable to noncontrolling interest
    
    
    (402
    )
    
    
    (82
    )
    
    
    (5,324
    )Net income (loss) attributable to CRLP
    
    
    14,776
    
    
    
    (50,603
    )
    
    
    76,688Distributions to general partner preferred unitholders
    
    
    (8,142
    )
    
    
    (8,773
    )
    
    
    (13,439
    )Distributions to limited partner preferred unitholders
    
    
    (7,250
    )
    
    
    (7,251
    )
    
    
    (7,250
    )Preferred unit issuance costs write-off
    
    
    25
    
    
    
    (27
    )
    
    
    (360
    )Net (loss) income available to common unitholders
    
    
    (591
    )
    
    
    (66,654
    )
    
    
    55,639Net income (loss) available to common unitholders allocated to limited partners
    
    
    82
    
    
    
    11,225
    
    
    
    (10,099
    )Net (loss) income available to common unitholders allocated to
general partner
    
    $
    (509
    )
    
    $
    (55,429
    )
    
    $
    45,540Net (loss) income available to common unitholders per common unit  basic:(Loss) income from continuing operations
    
    $
    (0.06
    )
    
    $
    (1.63
    )
    
    $
    (0.86
    )Income from discontinued operations
    
    
    0.05
    
    
    
    0.44
    
    
    
    1.74Net (loss) income available to common unitholders per common unit  basic
    
    $
    (0.01
    )
    
    $
    (1.19
    )
    
    $
    0.88Net (loss) income available to common unitholders per common unit  diluted:(Loss) income from continuing operations
    
    $
    (0.06
    )
    
    $
    (1.63
    )
    
    $
    (0.85
    )Income from discontinued operations
    
    
    0.05
    
    
    
    0.44
    
    
    
    1.73Net (loss) income available to common unitholders per common unit  diluted
    
    $
    (0.01
    )
    
    $
    (1.19
    )
    
    $
    0.88Weighted average common units outstanding  basic
    
    
    61,785
    
    
    
    56,904
    
    
    
    56,723Weighted average common units outstanding  diluted
    
    
    61,785
    
    
    
    56,904
    
    
    
    57,200Net income (loss) attributable to CRLP
    
    $
    14,776
    
    
    $
    (50,603
    )
    
    $
    76,688Other comprehensive income (loss):Unrealized loss on cash flow hedging activities
    
    
    
    
    
    
    (100
    )
    
    
    (535
    )Change related to pension plan termination
    
    
    
    
    
    
    
    
    
    
    2,615Comprehensive income (loss)
    
    $
    14,776
    
    
    $
    (50,703
    )
    
    $
    78,768
  120




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COLONIAL REALTY LIMITED PARTNERSHIP
 
 CONSOLIDATED STATEMENTS OF EQUITY  (amounts in thousands)
 Limited
    
    Limited
    
    AccumulatedGeneral Partner
    
    Partners
    
    Partners
    
    Other
    
    
    
    
    
    
    RedeemableCommon
    
    Preferred
    
    Preferred
    
    Noncontrolling
    
    Comprehensive
    
    
    
    
    
    
    CommonFor the years ended December 31, 2009, 2008 and 2007
    
    Equity
    
    Equity
    
    Equity
    
    Interest
    
    Income (Loss)
    
    Total
    
    
    UnitsBalance, December 31, 2006
    
    $
    1,065,658
    
    
    $
    224,986
    
    
    $
    97,406
    
    
    $
    7,406
    
    
    $
    (8,706
    )
    
    $
    1,386,750
    
    
    
    $
    496,361Net income (loss)
    
    
    45,540
    
    
    
    13,439
    
    
    
    7,250
    
    
    
    5,324
    
    
    
    
    
    
    
    71,553
    
    
    
    
    10,098Net change in derivative value
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,615
    
    
    
    2,615Adjustment for amounts included in net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    568
    
    
    
    568Termination of pension plan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (535
    )
    
    
    (535
    )Special distribution of joint venture units
    
    
    (229,409
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (229,409
    )Distributions to common unitholders
    
    
    (116,368
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (116,368
    )
    
    
    
    (28,593
    )Distributions to preferred unitholders
    
    
    
    
    
    
    (13,439
    )
    
    
    (7,250
    )
    
    
    
    
    
    
    
    
    
    
    (20,689
    )Special cash distribution
    
    
    29,028
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    29,028
    
    
    
    
    (41,027
    )Change in interest of limited partners
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (10,291
    )
    
    
    
    
    
    
    (10,291
    )Contributions from partners and the Company related to employee
stock purchase and dividend reinvestment plans
    
    
    21,860
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21,860Redemption of preferred units
    
    
    
    
    
    
    (104,436
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (104,436
    )Redeemption of partnership units for shares
    
    
    21,341
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21,341
    
    
    
    
    (21,341
    )Change in redeembable noncontrolling interest
    
    
    201,332
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    201,332
    
    
    
    
    (201,332
    )Balance, December 31, 2007
    
    $
    1,038,982
    
    
    $
    120,550
    
    
    $
    97,406
    
    
    $
    2,439
    
    
    $
    (6,058
    )
    
    $
    1,253,319
    
    
    
    $
    214,166Net income (loss)
    
    
    (55,429
    )
    
    
    8,773
    
    
    
    7,251
    
    
    
    82
    
    
    
    
    
    
    
    (39,323
    )
    
    
    
    (11,225
    )Net change in derivative value
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (100
    )
    
    
    (100
    )Adjustment for amounts included in net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    953
    
    
    
    953Distributions to common unitholders
    
    
    (83,447
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (83,447
    )
    
    
    
    (17,011
    )Distributions to preferred unitholders
    
    
    
    
    
    
    (8,773
    )
    
    
    (7,251
    )
    
    
    
    
    
    
    
    
    
    
    (16,024
    )Change in interest of limited partners
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (578
    )
    
    
    
    
    
    
    (578
    )Contributions from partners and the Company related to employee
stock purchase and dividend reinvestment plans
    
    
    2,321
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,321Redemption of preferred units
    
    
    
    
    
    
    (23,843
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (23,843
    )Redeemption of partnership units for shares
    
    
    16,903
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16,903
    
    
    
    
    (16,903
    )Change in redeembable noncontrolling interest
    
    
    44,179
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    44,179
    
    
    
    
    (44,179
    )Balance, December 31, 2008
    
    $
    963,509
    
    
    $
    96,707
    
    
    $
    97,406
    
    
    $
    1,943
    
    
    $
    (5,205
    )
    
    $
    1,154,360
    
    
    
    $
    124,848Net income
    
    
    (509
    )
    
    
    8,142
    
    
    
    7,250
    
    
    
    402
    
    
    
    
    
    
    
    15,285
    
    
    
    
    (82
    )Adjustment for amounts included in net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,248
    
    
    
    2,248Distributions to common unitholders
    
    
    (36,884
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (36,884
    )
    
    
    
    (5,978
    )Distributions to preferred unitholders
    
    
    
    
    
    
    (8,142
    )
    
    
    (7,250
    )
    
    
    
    
    
    
    
    
    
    
    (15,392
    )Change in interest of limited partners
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,360
    )
    
    
    
    
    
    
    (1,360
    )Contributions from partners and the Company related to employee
employee stock purchase, dividend reinvestment plans
and equity offerings
    
    
    155,023
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    155,023Redemption of preferred units
    
    
    
    
    
    
    (157
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (157
    )Redeemption of partnership units for shares
    
    
    4,943
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,943
    
    
    
    
    (4,943
    )Change in redeembable noncontrolling interest
    
    
    (19,692
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (19,692
    )
    
    
    
    19,692Balance, December 31, 2009
    
    $
    1,066,390
    
    
    $
    96,550
    
    
    $
    97,406
    
    
    $
    985
    
    
    $
    (2,957
    )
    
    $
    1,258,374
    
    
    
    $
    133,537
  121




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COLONIAL REALTY LIMITED PARTNERSHIP
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS  (amounts in thousands)
 For the Years Ended December 31,2009
    
    2008
    
    2007Cash flows from operating activities:Net income (loss)
    
    
    15,178
    
    
    
    (50,521
    )
    
    
    82,012Adjustments to reconcile net income (loss) to net cash
provided by operating activities:Depreciation and amortization
    
    
    118,952
    
    
    
    107,610
    
    
    
    123,811Loss (Income) from partially-owned unconsolidated entities
    
    
    1,243
    
    
    
    (12,516
    )
    
    
    (11,207
    )Distributions of income from partially-owned unconsolidated entities
    
    
    11,621
    
    
    
    13,344
    
    
    
    13,207Gains from sales of property
    
    
    (10,705
    )
    
    
    (52,652
    )
    
    
    (128,287
    )Transaction costs
    
    
    
    
    
    
    
    
    
    
    11,026(Gain) loss on retirement of debt
    
    
    (56,427
    )
    
    
    (16,021
    )
    
    
    12,521Prepayment penalties
    
    
    
    
    
    
    
    
    
    
    (29,207
    )Impairment and other losses
    
    
    12,441
    
    
    
    116,900
    
    
    
    46,629Other, net
    
    
    4,005
    
    
    
    1,877
    
    
    
    (10,106
    )Decrease (increase) in:Restricted cash
    
    
    16,515
    
    
    
    440
    
    
    
    5,902Accounts receivable, net
    
    
    2,414
    
    
    
    2,276
    
    
    
    (276
    )Prepaid expenses
    
    
    (11,187
    )
    
    
    3,362
    
    
    
    10,943Other assets
    
    
    9,839
    
    
    
    234
    
    
    
    (12,700
    )Increase (decrease) in:Accounts payable
    
    
    (16,596
    )
    
    
    6,838
    
    
    
    (4,104
    )Accrued interest
    
    
    (7,584
    )
    
    
    (2,348
    )
    
    
    (9,405
    )Accrued expenses and other
    
    
    18,885
    
    
    
    (690
    )
    
    
    (1,921
    )Net cash provided by operating activities
    
    
    108,594
    
    
    
    118,133
    
    
    
    98,838Cash flows from investing activities:Acquisition of properties
    
    
    (172,303
    )
    
    
    (7,369
    )
    
    
    (125,400
    )Development expenditures paid to non-affiliates
    
    
    (34,669
    )
    
    
    (280,492
    )
    
    
    (314,299
    )Development expenditures paid to an affiliate
    
    
    (11,374
    )
    
    
    (50,605
    )
    
    
    (77,035
    )Tenant improvements and leasing commissions
    
    
    (1,265
    )
    
    
    (3,046
    )
    
    
    (5,960
    )Capital expenditures
    
    
    (25,620
    )
    
    
    (24,613
    )
    
    
    (34,198
    )Issuance of notes receivable
    
    
    (21
    )
    
    
    (9,436
    )
    
    
    (26,195
    )Repayments of notes receivable
    
    
    2,431
    
    
    
    5,939
    
    
    
    56,708Proceeds from sales of property, net of selling costs
    
    
    90,655
    
    
    
    176,997
    
    
    
    650,735Transaction costs
    
    
    
    
    
    
    
    
    
    
    (11,026
    )Distributions from partially owned unconsolidated entities
    
    
    6,605
    
    
    
    32,734
    
    
    
    100,131Capital contributions to partially owned unconsolidated entities
    
    
    (98
    )
    
    
    (13,363
    )
    
    
    (43,142
    )Redemption of community development district bonds
    
    
    (22,429
    )
    
    
    
    
    
    
    Sales (purchase) of investments
    
    
    1,622
    
    
    
    5,757
    
    
    
    (7,379
    )Net cash
(used in) provided by  investing activities
    
    
    (166,466
    )
    
    
    (167,497
    )
    
    
    162,940Cash flows from financing activities:Principal reductions of debt
    
    
    (550,872
    )
    
    
    (223,295
    )
    
    
    (655,076
    )Payment of debt issuance costs
    
    
    (5,841
    )
    
    
    (2,272
    )
    
    
    Proceeds from additional borrowings
    
    
    521,959
    
    
    
    71,302
    
    
    
    818,748Proceeds from borrowings on revolving credit lines
    
    
    610,000
    
    
    
    410,000
    
    
    
    527,857Payments on revolving credit lines and overdrafts
    
    
    (617,476
    )
    
    
    (150,689
    )
    
    
    (675,000
    )Distributions paid common and preferred unitholders
    
    
    (58,254
    )
    
    
    (116,482
    )
    
    
    (165,649
    )Proceeds from common share issuances, net of expenses
    
    
    151,878
    
    
    
    
    
    
    
    Special cash distribution
    
    
    
    
    
    
    
    
    
    
    (11,999
    )Redemption of preferred units
    
    
    (157
    )
    
    
    (23,844
    )
    
    
    (105,157
    )Proceeds from dividend reinvestment plan and exercise of stock options
    
    
    2,040
    
    
    
    1,270
    
    
    
    21,859Other financing activities, net
    
    
    
    
    
    
    (282
    )
    
    
    (12,167
    )Net cash
provided by
(used in) financing activities
    
    
    53,277
    
    
    
    (34,292
    )
    
    
    (256,584
    )Increase in cash and equivalents
    
    
    (4,595
    )
    
    
    (83,656
    )
    
    
    5,194Cash and equivalents, beginning of period
    
    
    9,185
    
    
    
    92,841
    
    
    
    87,647Cash and equivalents, end of period
    
    $
    4,590
    
    
    $
    9,185
    
    
    $
    92,841Supplemental disclosures of cash flow information:Cash paid during the year for interest, including amounts capitalized
    
    $
    98,475
    
    
    $
    97,331
    
    
    $
    127,271Cash (received) paid during the year for income taxes
    
    $
    (9,849
    )
    
    $
    4,755
    
    
    $
    5,799Supplemental disclosure of non cash transactions:Issuance of community development district bonds (CDD)
related to Nor du Lac project
    
    
    
    
    
    $
    (24,000
    )
    
    
    Conversion of notes receivable balance due from Regents Park
Joint Venture (Phase I)
    
    
    
    
    
    $
    (30,689
    )
    
    
    Consolidation of CMS V/ CG at Canyon Creek Joint Venture
    
    $
    27,116
    
    
    
    
    
    
    
    Seller-financing for property/land parcel dispositions
    
    $
    (21,670
    )
    
    
    
    
    
    
    Exchange of interest in DRA/CRT for acquisition of Three Ravinia
    
    $
    19,700
    
    
    
    
    
    
    
    Exchange of interest in OZ/CLP for acquisition of CP Alabaster
    
    $
    (8,146
    )
    
    
    
    
    
    
    Cash flow hedging activities
    
    
    
    
    
    $
    (100
    )
    
    $
    (535
    )
  122




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##### Table of Contents



COLONIAL REALTY LIMITED PARTNERSHIP
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2009, 2008 AND 2007
 1. Organization and Basis of Presentation
  2. Summary of Significant Accounting Policies
 Basis of Presentation
  Noncontrolling interest of limited partners
  Federal Income Tax Status
 123




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##### Table of Contents



Accounts receivable, net
      Real Estate Assets, Impairment and Depreciation
   124




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##### Table of Contents



Useful LivesBuildings
    
    20  40 yearsFurniture and fixtures
    
    5 or 7 yearsEquipment
    
    3 or 5 yearsLand improvements
    
    10 or 15 yearsTenant improvements
    
    Life of lease
  Acquisition of Real Estate Assets Business Combinations
    Cost Capitalization
  Cash and Equivalents
  Restricted Cash
 125




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##### Table of Contents



Restricted cash
 Valuation of Receivables
   Notes Receivable
  (1)
    
    In February 2009, CRLP disposed of Colonial Promenade at Fultondale for $30.7
million, which included $16.9 million of seller-financing for a term of five years at
an interest rate of 5.6% (see Note 5).
 (2)
    
    In November 2009, CRLP disposed of a tract of land for $7.3 million, which
included $5.0 million of seller-financing for a term of six months at an interest rate
of 7.5%.
   Deferred Debt and Lease Costs
 Derivative Instruments
  126




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Share-Based Compensation Stock Compensation,
 Revenue Recognition
 Other property related revenue
  Real Estate Sales
    Net Income Per Unit Earnings per Share
 Self Insurance Accruals
 127




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##### Table of Contents



Use of Estimates
 Segment Reporting Segment Reporting,
 Noncontrolling Interests and Redeemable Common Units 
 Investments in Joint Ventures Investments  Equity Method and Joint Ventures,
 Investment and Development Expenses 
 Assets and Liabilities Measured at Fair Value  Fair Value Measurements
and Disclosures
 
    
    Level 1  Quoted prices in active markets for identical assets or liabilities
that are accessible at the measurement date.
 
    
    Level 2  Inputs other than quoted prices that are observable for the asset or
liability, either directly or indirectly.
 
    
    Level 3  Unobservable inputs for the assets or liability.
  128




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##### Table of Contents



(in thousands)
    
    Fair value measurements as of December 31, 2009Assets (Liabilities)
    
    Total
    
    Level 1
    
    Level 2
    
    Level 3Real estate assets,
including land held for
sale
    
    $
    51,965
    
    
    $
    
    
    
    $
    
    
    
    $
    51,965
    Accounting Pronouncements Recently Adopted  Noncontrolling Interests in Consolidated Financial Statements  an amendment of ARB No. 51 Contracts in an Entitys Own Equity Net income (loss)
attributable to common unitholders
 Determining Whether Instruments Granted in
Share-Based Payment Transactions Are Participating Securities Earnings per Share
 Interim Disclosures about Fair
Value of Financial Instruments, Financial Instruments
 129




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##### Table of Contents



Subsequent Events Subsequent Events
 Accounting Pronouncements Not Yet Effective- Amendments to FASB Interpretation No. FIN 46(R), Initial
Measurement.
 3. Restructuring Charges
 Accrued expenses
 Restructuring
charges
  Accrued expenses
  4. Impairment
  130




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##### Table of Contents



Impairment and other losses Income (loss) from discontinued
operations (Loss) income from partially-owned unconsolidated
entities
 Impairment and other losses Income (loss) from discontinued operations
 Impairment and other losses Income (loss) from discontinued operations
  5. Property Acquisitions and Dispositions
 Property Acquisitions
  131




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##### Table of Contents



EffectiveLocation
    
    Acquisition Date
    
    Units/Square Feet(1)(unaudited)Multifamily Properties:Colonial Grand at Canyon Creek
    
    Austin, TX
    
    September 14, 2009
    
    
    236Colonial Village at Matthews
    
    Charlotte, NC
    
    January 16, 2008
    
    
    270Colonial Grand at Old Town Scottsdale North
    
    Phoenix, AZ
    
    January 31, 2007
    
    
    208Colonial Grand at Old Town Scottsdale South
    
    Phoenix, AZ
    
    January 31, 2007
    
    
    264Colonial Grand at Inverness Commons
    
    Phoenix, AZ
    
    March 1, 2007
    
    
    300Merritt at Godley Station
    
    Savannah, GA
    
    May 1, 2007
    
    
    312Commercial Properties:Three Ravinia
    
    Atlanta, GA
    
    November 25, 2009
    
    
    813,000Colonial Promenade Alabaster
    
    Birmingham, AL
    
    December 14, 2009
    
    
    288,000
 
 (1)
    
    Retail square-footage excludes anchored owned-square footage.  2009
    
    2008
    
    2007Assets purchased:Land, buildings, and equipment
    
    $
    186,918
    
    
    $
    22,297
    
    
    $
    144,229Intangibles (1)
    
    
    27,510
    
    
    
    
    
    
    
    Other assets
    
    
    5,575
    
    
    
    
    
    
    
    522220,003
    
    
    
    22,297
    
    
    
    144,751Notes and mortgages assumed
    
    
    15,600
    
    
    
    (14,700
    )
    
    
    (18,944
    )Other liabilities assumed or recorded
    
    
    586
    
    
    
    (228
    )
    
    
    (407
    )Total consideration
    
    $
    236,189
    (2)
    
    $
    7,369
    
    
    $
    125,400
 
 (1)
    
    Includes $13.0 million, $2.0 million and $12.4 million of unamortized in-place lease
intangible assets, above (below) market lease intangibles and intangibles related to
relationships with customers, respectively.(2)
    
    See Note 9 and Note 11 regarding details for these
transactions.  132




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##### Table of Contents



***** Pro Forma (Unaudited) *****Year Ended December 31,in thousands, except per unit data
    
    2009
    
    2008
    
    2007Total revenue
    
    $
    361,984
    
    
    $
    369,107
    
    
    $
    430,618Net income (loss) available to common unitholders
    
    $
    2,241
    
    
    $
    (52,596
    )
    
    $
    344,228Net income
(loss) per common unit  dilutive
    
    $
    0.04
    
    
    $
    (1.11
    )
    
    $
    7.32
 Property Dispositions  Continuing Operations
  (Loss) income from partially-owned unconsolidated entities
 (Loss)
income from partially-owned unconsolidated entities
  Property Dispositions  Discontinued Operations
     133




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##### Table of Contents



Discontinued Operations, Income (Loss) from discontinued operations
 Units/SquareProperty
    
    Location
    
    Date
    
    Feet(unaudited)MultifamilyColonial Grand at Hunters Creek
    
    Orlando, FL
    
    September 2008
    
    
    496Colonial Grand at Shelby Farms I & II
    
    Memphis, TN
    
    June 2008
    
    
    450Colonial Village at Bear Creek
    
    Fort Worth, TX
    
    June 2008
    
    
    120Colonial Village at Pear Ridge
    
    Dallas, TX
    
    June 2008
    
    
    242Colonial Village at Bedford
    
    Fort Worth, TX
    
    June 2008
    
    
    238Cottonwood Crossing
    
    Fort Worth, TX
    
    June 2008
    
    
    200Beacon Hill
    
    Charlotte, NC
    
    January 2007
    
    
    349Clarion Crossing
    
    Raleigh, NC
    
    January 2007
    
    
    260Colonial Grand at Enclave
    
    Atlanta, GA
    
    January 2007
    
    
    200Colonial Village at Poplar Place
    
    Atlanta, GA
    
    January 2007
    
    
    324Colonial Village at Regency Place
    
    Raleigh, NC
    
    January 2007
    
    
    180Colonial Village at Spring Lake
    
    Atlanta, GA
    
    January 2007
    
    
    188Colonial Village at Timothy Woods
    
    Athens, GA
    
    January 2007
    
    
    204Colonial Grand at Promenade
    
    Montgomery, AL
    
    February 2007
    
    
    384Mayflower Seaside
    
    Virginia Beach, VA
    
    June 2007
    
    
    265Cape Landing
    
    Myrtle Beach, SC
    
    June 2007
    
    
    288Colonial Grand at Natchez Trace
    
    Jackson, MS
    
    June 2007
    
    
    328Colonial Grand at The Reservoir
    
    Jackson, MS
    
    June 2007
    
    
    170Stonebrook
    
    Atlanta, GA
    
    July 2007
    
    
    188Commercial(1)Colonial Promenade Winter Haven
    
    Orlando, FL
    
    December 2009
    
    
    286,297250 Commerce Center
    
    Montgomery, AL
    
    February 2008
    
    
    37,000Rivermont Shopping Center
    
    Chattanooga, TN
    
    February 2007
    
    
    73,481Colonial Shoppes Yadkinville
    
    Yadkinville, NC
    
    March 2007
    
    
    90,917Colonial Shoppes Wekiva
    
    Orlando, FL
    
    May 2007
    
    
    208,568Britt David Shopping Center
    
    Columbus, GA
    
    July 2007
    
    
    102,564Colonial Mall Decatur
    
    Huntsville, AL
    
    July 2007
    
    
    495,198Colonial Mall Lakeshore
    
    Gainesville, GA
    
    July 2007
    
    
    518,290Colonial Mall Staunton
    
    Staunton, VA
    
    July 2007
    
    
    423,967Colonial Mayberry Mall
    
    Mount Airy, NC
    
    July 2007
    
    
    149,140Colonial Promenade Montgomery
    
    Montgomery, AL
    
    July 2007
    
    
    165,114Colonial Promenade Montgomery North
    
    Montgomery, AL
    
    July 2007
    
    
    108,112Colonial Shoppes Bellwood
    
    Montgomery, AL
    
    July 2007
    
    
    88,482Colonial Shoppes McGehee Place
    
    Montgomery, AL
    
    July 2007
    
    
    98,255Colonial Shoppes Quaker Village
    
    Greensboro, NC
    
    July 2007
    
    
    102,223Olde Town Shopping Center
    
    Montgomery, AL
    
    July 2007
    
    
    38,660Village on the Parkway
    
    Dallas, TX
    
    July 2007
    
    
    381,166Colonial Center at Mansell Overlook
    
    Atlanta, GA
    
    September 2007
    
    
    188,478
 
 (1)
    
    Square footage for retail assets excludes anchor-owned square footage. Development Dispositions
  134




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##### Table of Contents



Gains from sales of property, net of income taxes
     Held for Sale
    Discontinued Operations Income (Loss) from discontinued operations
  135




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##### Table of Contents



(amounts in thousands)Year Ended December 31,2009
    
    2008
    
    2007Property revenues:Base rent
    
    $
    3,526
    
    
    $
    12,806
    
    
    $
    34,879Tenant recoveries
    
    
    202
    
    
    
    169
    
    
    
    3,640Other revenue
    
    
    827
    
    
    
    2,169
    
    
    
    4,327Total revenues
    
    
    4,555
    
    
    
    15,144
    
    
    
    42,846Property operating and maintenance expense
    
    
    1,952
    
    
    
    6,772
    
    
    
    18,299Impairment
    
    
    2,051
    
    
    
    25,475
    
    
    
    2,500Depreciation
    
    
    130
    
    
    
    1,694
    
    
    
    5,276Amortization
    
    
    1
    
    
    
    21
    
    
    
    184Total operating expenses
    
    
    4,134
    
    
    
    33,962
    
    
    
    26,259Interest expense
    
    
    
    
    
    
    183
    
    
    
    (3,416
    )Interest income
    
    
    
    
    
    
    
    
    
    
    7Other
    
    
    
    
    
    
    
    
    
    
    (2,160
    )Income
(loss) from discontinued operations before net gain
on disposition of discontinued operations
    
    
    421
    
    
    
    (18,635
    )
    
    
    11,018Net gain on disposition of discontinued operations
    
    
    1,729
    
    
    
    43,062
    
    
    
    91,144Noncontrolling interest to limited partners
    
    
    597
    
    
    
    449
    
    
    
    (3,239
    )Income attributable to parent company
    
    $
    2,747
    
    
    $
    24,876
    
    
    $
    98,923
 6. For-Sale Activities
  
    
    sold the remaining 17 units at the Regents Park for total sales proceeds of $16.3
million. As discussed in Note 4, CRLP recorded an impairment charge of $0.3
million;
 
    
    sold the remaining seven units at Azur at Metrowest and 20 units at Capri at
Hunters Creek for total sales proceeds of $1.1 million;
 
    
    sold the remaining condominium units at Murano at Delray Beach and Portofino at
Jensen Beach, 93 units and 118 units, respectively, in two separate bulk
transactions for total sales proceeds of $15.7 million. These assets were
originally condominium conversion properties but the remaining units were in the
multifamily rental pool at time of sale;
 
    
    sold the remaining 14 units at The Grander for total sales proceeds of $3.3
million; and
 
    
    sold the remaining 63 units at Regatta for total sales proceeds of $7.7 million.
  2009
    
    2008
    
    2007For-Sale Residential
    
    
    132
    
    
    
    76
    
    
    
    101Condominium Conversion
    
    
    238
    
    
    
    3
    
    
    
    262Residential Lot
    
    
    3
    
    
    
    1
    
    
    
    14
  Gains from sales of property
 136




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##### Table of Contents



(in thousands)Year Ended December 31,2009
    
    
    2008
    
    
    2007Condominium conversion revenues
    
    $
    16,851
    
    
    $
    448
    
    
    $
    51,073Condominium conversion costs
    
    
    (16,592
    )
    
    
    (401
    )
    
    
    (40,972
    )Gains on condominium conversion sales, before
noncontrolling interest and income taxes
    
    
    259
    
    
    
    47
    
    
    
    10,101For-sale residential revenues
    
    
    38,839
    
    
    
    17,851
    
    
    
    26,153For-sale residential costs
    
    
    (38,161
    )
    
    
    (16,226
    )
    
    
    (23,016
    )Gains on for-sale residential sales, before
noncontrolling interest and income taxes
    
    
    678
    
    
    
    1,625
    
    
    
    3,137Noncontrolling interest
    
    
    
    
    
    
    
    
    
    
    250Provision for income taxes
    
    
    (71
    )
    
    
    (552
    )
    
    
    (2,630
    )Gains on condominium conversion and for-sale residential sales, net of
noncontrolling interest and income taxes
    
    $
    866
    
    
    $
    1,120
    
    
    $
    10,858
     7. Land, Buildings and Equipment
  (in thousands)Useful Lives
    
    2009
    
    2008Buildings
    
    20 to 40 years
    
    $
    2,369,034
    
    
    $
    2,183,060Furniture and fixtures
    
    5 or 7 years
    
    
    118,857
    
    
    
    102,501Equipment
    
    3 or 5 years
    
    
    36,029
    
    
    
    32,057Land improvements
    
    10 or 15 years
    
    
    222,231
    
    
    
    181,944Tenant improvements
    
    Life of lease
    
    
    59,853
    
    
    
    42,0762,806,004
    
    
    
    2,541,638Accumulated depreciation
    
    
    
    
    (519,728
    )
    
    
    (403,858
    )2,286,276
    
    
    
    2,137,780Real estate
assets held for sale
    
    
    
    
    65,022
    
    
    
    196,284Land
    
    
    
    
    404,345
    
    
    
    331,634$
    2,755,643
    
    
    $
    2,665,698
 137




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##### Table of Contents



8. Undeveloped Land and Construction in Progress
  Total Units/
    
    
    TotalSquare Feet (1)
    
    
    CostLocation
    
    (unaudited)
    
    
    (in thousands)Completed Developments:Multifamily PropertiesColonial Grand at Onion Creek
    
    Austin, TX
    
    
    300
    
    
    $
    32,210Colonial Grand at Ashton Oaks
    
    Austin, TX
    
    
    362
    
    
    
    34,254Colonial Grand at Desert Vista
    
    Las Vegas, NV
    
    
    380
    
    
    
    51,9181,042
    
    
    $
    118,382Commercial DevelopmentColonial Promenade
Tannehill (2)
    
    Birmingham, AL
    
    
    84
    
    
    
    2,964Total Completed Developments
    
    
    
    
    
    
    
    $
    121,346
 
 (1)
    
    Square footage is presented in thousands and  excludes
anchor-owned square footage.(2)
    
    Total cost and development costs for this completed development, including
the portion of the project placed into service during 2008, was
$46.9 million, net of $4.5 million, which is expected to be
received from local municipalities as reimbursement for infrastructure costs.   Total
    
    
    
    
    
    
    
    
    
    
    CostsSquare
    
    
    
    
    
    
    Estimated
    
    
    CapitalizedFeet (1)
    
    
    Estimated
    
    
    Total Costs
    
    
    to DateLocation
    
    
    (unaudited)
    
    
    Completion
    
    
    (in thousands)
    
    
    (in thousands)Commercial Project:Colonial Promenade Craft Farms
    
    Gulf Shores, AL
    
    
    68
    
    
    
    2010
    
    
    
    9,900
    
    
    $
    6,865Construction in Progress for
Active Developments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    6,865
 
 (1)
    
    Square footage is presented in thousands and  excludes
anchor-owned square footage.   138




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##### Table of Contents



Total Units/
    
    
    CapitalizedSquare Feet (1)
    
    
    to DateLocation
    
    (unaudited)
    
    
    (in thousands)Multifamily Projects:Colonial Grand at Sweetwater
    
    Phoenix, AZ
    
    
    195
    
    
    $
    7,294Colonial Grand at Thunderbird
    
    Phoenix, AZ
    
    
    244
    
    
    
    8,379Colonial Grand at Randal
Park (2)
    
    Orlando, FL
    
    
    750
    
    
    
    19,155Colonial Grand at Hampton Preserve
    
    Tampa, FL
    
    
    486
    
    
    
    14,473Colonial Grand at South End
    
    Charlotte, NC
    
    
    353
    
    
    
    12,084Colonial Grand at Azure
    
    Las Vegas, NV
    
    
    188
    
    
    
    7,851Colonial Grand at Cityway
    
    Austin, TX
    
    
    320
    
    
    
    4,9802,536
    
    
    $
    74,216Commercial Projects:Colonial Promenade Huntsville
    
    Huntsville, AL
    
    
    111
    
    
    
    9,712Colonial Promenade Nord
du Lac (3)
    
    Covington, LA
    
    
    
    
    
    
    37,737111
    
    
    $
    47,449Other Projects and Undeveloped LandMultifamily
    
    
    
    
    
    
    
    
    3,434Commercial
    
    
    
    
    
    
    
    
    48,105For-Sale Residential (4)
    
    
    
    
    
    
    
    
    57,031$
    108,570Consolidated Construction in Progress
    
    
    
    
    
    
    
    $
    230,235
 
 (1)
    
    Square footage is presented in thousands. Square footage for the retail assets excludes
anchor-owned square footage.(2)
    
    This project is part of mixed-use development.(3)
    
    Costs capitalized to date are net of a $6.5 million impairment charge recorded during
2009 and a $19.3 million impairment charge recorded during 2008.(4)
    
    These costs are presented net of a $23.2 million non-cash impairment charge recorded on
one of the projects in 2007.  9. Investment in Partially-Owned Entities and Other Arrangements
 Investments in Consolidated Partially-Owned Entities
   139




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##### Table of Contents



Investments in Unconsolidated Partially-Owned Entities
  (in thousands)Percent
    
    
    As of December 31,Owned
    
    
    2009
    
    
    2008Multifamily:Belterra, Ft. Worth, TX
    
    
    10.00
    %
    
    
    525
    
    
    
    616Regents Park (Phase II), Atlanta, GA
    
    
    40.00
    % (1)
    
    
    3,387
    
    
    
    3,424CG at Huntcliff, Atlanta, GA
    
    
    20.00
    %
    
    
    1,646
    
    
    
    1,894CG at McKinney, Dallas, TX
    
    
    25.00
    % (1)
    
    
    1,721
    
    
    
    1,521CG at Research Park, Raleigh, NC
    
    
    20.00
    %
    
    
    914
    
    
    
    1,053CG at Traditions, Gulf Shores, AL
    
    
    35.00
    % (2)
    
    
    
    
    
    
    570CMS / Colonial Joint Venture I
    
    
    
    (3)
    
    
    
    
    
    
    289CMS / Colonial Joint Venture II
    
    
    
    (3)
    
    
    
    
    
    
    (461
    )CMS Florida
    
    
    
    (3)
    
    
    
    
    
    
    (561
    )CMS Tennessee
    
    
    
    (3)
    
    
    
    
    
    
    114CMS V/CG at Canyon Creek, Austin, TX
    
    
    25.00
    % (4)
    
    
    
    
    
    
    638DRA Alabama
    
    
    
    (5)
    
    
    
    
    
    
    921DRA CV at Cary, Raleigh, NC
    
    
    20.00
    %
    
    
    1,440
    
    
    
    1,752DRA Cunningham, Austin, TX
    
    
    
    (6)
    
    
    
    
    
    
    896DRA The Grove at Riverchase, Birmingham, AL
    
    
    20.00
    %
    
    
    1,133
    
    
    
    1,291Total Multifamily
    
    
    
    
    
    
    10,766
    
    
    
    13,957Commercial600 Building Partnership, Birmingham, AL
    
    
    33.33
    %
    
    
    154
    
    
    
    118Colonial Center Mansell JV
    
    
    
    (7)
    
    
    
    
    
    
    727Colonial Promenade Alabaster II/Tutwiler II, Birmingham, AL
    
    
    5.00
    %
    
    
    (190
    )
    
    
    (173
    )Colonial
Pinnacle Craft Farms, Gulf Shores, AL
    
    
    
    (8)
    
    
    
    
    
    
    823Colonial Promenade Madison, Huntsville, AL
    
    
    25.00
    %
    
    
    2,119
    
    
    
    2,187Colonial Promenade Smyrna, Smyrna, TN
    
    
    50.00
    %
    
    
    2,174
    
    
    
    2,378DRA / CRT JV
    
    
    
    (9)
    
    
    
    
    
    
    24,091DRA / CLP JV
    
    
    15.00
    % (10)
    
    
    (15,321
    )
    
    
    (10,976
    )Highway 150, LLC, Birmingham, AL
    
    
    10.00
    %
    
    
    59
    
    
    
    67Huntville TIC, Huntsville, AL
    
    
    10.00
    % (11)
    
    
    (4,617
    )
    
    
    (3,746
    )OZRE JV
    
    
    
    (12)
    
    
    
    
    
    
    (7,579
    )Parkside Drive LLC I, Knoxville, TN
    
    
    50.00
    %
    
    
    3,073
    
    
    
    4,673Parkside Drive LLC II, Knoxville, TN
    
    
    50.00
    %
    
    
    7,210
    
    
    
    6,842Parkway Place Limited Partnership, Huntsville, AL
    
    
    50.00
    %
    
    
    10,168
    
    
    
    10,690Total Commercial
    
    
    
    
    
    
    4,829
    
    
    
    30,122Other:Colonial / Polar-BEK Management Company, Birmingham, AL
    
    
    50.00
    %
    
    
    35
    
    
    
    33Heathrow, Orlando, FL
    
    
    50.00
    % (1)
    
    
    1,792
    
    
    
    2,1091,827
    
    
    
    2,142$
    17,422
    
    
    $
    46,221
 
 Footnotes on following page 140




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##### Table of Contents



(1)
    
    These joint ventures consist of undeveloped land.(2)
    
    In September 2009, CRLP recorded a $0.2 million impairment charge as a result of its
noncontrolling interest in this joint venture being other-than-temporarily impaired and a
$3.5 million charge to earnings for the probable payment of the partial loan repayment
guarantee provided on the original construction loan (see below).(3)
    
    In July 2009, CRLP disposed of its noncontrolling interests in these joint ventures
(see below).(4)
    
    CRLP began consolidating this joint venture in its financial statements during the
third quarter 2009 (as discussed above).(5)
    
    In October 2009, CRLP disposed of its 10% noncontrolling interest in this joint venture
(see below).(6)
    
    In August 2009, the DRA Cunningham joint venture sold Cunningham, a 280-unit
multifamily apartment community (see below).(7)
    
    In December 2009, CRLP sold its 15% noncontrolling interest in this joint venture (see
below).(8)
    
    In April 2009, CRLP completed the transaction to transfer its remaining 15%
noncontrolling joint venture interest in Colonial Pinnacle Craft Farm (see below).(9)
    
    In November 2009, CRLP disposed of its 15% noncontrolling interest in this joint
venture and obtained 100% interest in one commercial property located in Atlanta, Georgia
(see below). This joint venture included 17 properties located in Ft. Lauderdale,
Jacksonville and Orlando, Florida; Atlanta, Georgia; Charlotte, North Carolina; Memphis,
Tennessee and Houston, Texas. CRLP sold its 15% noncontrolling interest in Decoverly,
located in Rockville, Maryland, during May 2008 (see below).(10)
    
    As of December 31, 2009, this joint venture included 16 office properties and 2 retail
properties located in Birmingham, Alabama; Orlando and Tampa, Florida; Atlanta, Georgia;
Charlotte, North Carolina and Austin, Texas. Amount includes the value of CRLPs investment
of approximately $17.4 million, offset by the excess basis difference on the June 2007
joint venture transaction of approximately $32.7 million, which is being amortized over the
life of the properties.(11)
    
    Equity investment includes CRLPs investment of approximately $2.7 million, offset by
the excess basis difference on the transaction of approximately $7.3 million, which is
being amortized over the life of the properties.(12)
    
    In December 2009, CRLP disposed of its 17.1% noncontrolling interest in this joint
venture and obtained 100% interest in one commercial property located in Birmingham,
Alabama (see below). This joint venture included 11 retail properties located in
Birmingham, Alabama; Jacksonville, Orlando, Punta Gorda and Tampa, Florida; Athens, Georgia
and Houston, Texas.      141




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##### Table of Contents



Units
    
    
    Sales PriceLocation
    
    (unaudited)
    
    
    (in millions)Park Crossing
    
    Fairfield, CA
    
    
    200
    
    
    $
    3.4Auberry at Twin Creek
    
    Dallas, TX
    
    
    216
    
    
    
    3.2Fairmont at Fossil Creek
    
    Fort Worth, TX
    
    
    240
    
    
    
    3.2Arbors at Windsor Lake
    
    Columbia, SC
    
    
    228
    
    
    
    1.4884
    
    
    $
    11.2
      142




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##### Table of Contents



As of December 31,(in thousands)
    
    2009
    
    2008Balance SheetAssetsLand, building, & equipment, net
    
    $
    1,416,526
    
    
    $
    3,130,487Construction in progress
    
    
    19,695
    
    
    
    57,441Other assets
    
    
    118,095
    
    
    
    317,164Total assets
    
    $
    1,554,316
    
    
    $
    3,505,092Liabilities and Partners EquityNotes payable (1)
    
    $
    1,211,927
    
    
    $
    2,711,059Other liabilities
    
    
    108,277
    
    
    
    156,700Partners Equity
    
    
    234,112
    
    
    
    637,333Total liabilities and partners capital
    
    $
    1,554,316
    
    
    $
    3,505,092
 For the Year Ended December 31,2009
    
    2008
    
    2007Statement of OperationsRevenues
    
    $
    395,686
    
    
    $
    457,088
    
    
    $
    425,115Operating expenses
    
    
    (173,705
    )
    
    
    (180,731
    )
    
    
    (174,278
    )Interest expense
    
    
    (139,309
    )
    
    
    (165,258
    )
    
    
    (154,896
    )Depreciation, amortization and other
    
    
    (158,013
    )
    
    
    (159,426
    )
    
    
    (68,927
    )Net (loss) income (2)
    
    $
    (75,341
    )
    
    $
    (48,327
    )
    
    $
    27,014
 
 (1)
    
    CRLPs pro rata portion of indebtedness, as calculated based on ownership percentage, at
December 31, 2009 and 2008 was $239.1 million and $476.3 million, respectively.(2)
    
    In addition to CRLPs pro-rata share of income (loss) from partially-owned
unconsolidated entities, (Loss) income from partially-owned unconsolidated entities of
($1.2) million and $12.5 million for the years ended December 31, 2009 and 2008,
respectively, includes gains on CRLPs dispositions of joint-venture interests and
amortization of basis differences which are not reflected in the table above. Investments in Variable Interest Entities
  Investments in Consolidated Partially-Owned Entities
 Unconsolidated Variable Interest Entities
   143




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10. Segment Information
    144




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##### Table of Contents



For the Year Ended December 31,(in thousands)
    
    2009
    
    
    2008
    
    
    2007Revenues:Segment Revenues:Multifamily
    
    $
    307,204
    
    
    $
    314,563
    
    
    $
    307,936Commercial
    
    
    91,433
    
    
    
    94,107
    
    
    
    169,396Total Segment Revenues
    
    
    398,637
    
    
    
    408,670
    
    
    
    477,332Partially-owned unconsolidated entities  Multifamily
    
    
    (6,500
    )
    
    
    (8,604
    )
    
    
    (10,287
    )Partially-owned unconsolidated entities  Commercial
    
    
    (62,270
    )
    
    
    (69,819
    )
    
    
    (60,420
    )Construction revenues
    
    
    36
    
    
    
    10,137
    
    
    
    38,448Other non-property related revenue
    
    
    15,003
    
    
    
    18,327
    
    
    
    19,344Discontinued operations property revenues
    
    
    (4,554
    )
    
    
    (15,144
    )
    
    
    (42,846
    )Total Consolidated Revenues
    
    
    340,352
    
    
    
    343,567
    
    
    
    421,571NOI:Segment NOI:Multifamily
    
    
    177,098
    
    
    
    188,256
    
    
    
    182,950Commercial
    
    
    58,257
    
    
    
    60,821
    
    
    
    111,234Total Segment NOI
    
    
    235,355
    
    
    
    249,077
    
    
    
    294,184Partially-owned unconsolidated entities  Multifamily
    
    
    (3,224
    )
    
    
    (4,224
    )
    
    
    (4,963
    )Partially-owned unconsolidated entities  Commercial
    
    
    (39,558
    )
    
    
    (43,895
    )
    
    
    (37,214
    )Other non-property related revenue
    
    
    15,003
    
    
    
    18,327
    
    
    
    19,344Discontinued operations property NOI
    
    
    (552
    )
    
    
    17,103
    
    
    
    (22,047
    )Impairment  discontinued ops (1)
    
    
    (2,051
    )
    
    
    (25,475
    )
    
    
    (2,500
    )Impairments  continuing ops (1)
    
    
    (10,390
    )
    
    
    (93,100
    )
    
    
    (44,129
    )Construction NOI
    
    
    1
    
    
    
    607
    
    
    
    3,902Property management expenses
    
    
    (7,749
    )
    
    
    (8,426
    )
    
    
    (12,178
    )General and administrative expenses
    
    
    (17,940
    )
    
    
    (23,185
    )
    
    
    (25,650
    )Management fee and other expenses
    
    
    (14,184
    )
    
    
    (15,153
    )
    
    
    (15,665
    )Restructuring charge
    
    
    (1,400
    )
    
    
    (1,028
    )
    
    
    (3,019
    )Investment and developments
    
    
    (1,989
    )
    
    
    (4,358
    )
    
    
    (1,516
    )Depreciation
    
    
    (113,100
    )
    
    
    (101,342
    )
    
    
    (108,771
    )Amortization
    
    
    (4,090
    )
    
    
    (3,371
    )
    
    
    (10,475
    )Income (loss) from operations
    
    
    34,132
    
    
    
    (38,443
    )
    
    
    29,303Total other (expense) income, net (2)
    
    
    (21,104
    )
    
    
    (36,505
    )
    
    
    (49,453
    )Income (loss) from continuing operations
    
    $
    13,028
    
    
    $
    (74,948
    )
    
    $
    (20,150
    )
 December 31,
    
    
    December 31,(in thousands)
    
    2009
    
    
    2008AssetsSegment AssetsMultifamily
    
    $
    2,502,772
    
    
    $
    2,579,376Commercial
    
    
    538,046
    
    
    
    402,914Total Segment Assets
    
    
    3,040,818
    
    
    
    2,982,290Unallocated corporate assets (3)
    
    
    131,142
    
    
    
    172,211$
    3,171,960
    
    
    $
    3,154,501
 
 (1)
    
    See Note 4  Impairment for details of these charges.(2)
    
    For-sale residential activities including net gain on sales and income tax expense
(benefit) are included in other income. (See table below for additional details on for-sale
residential activities and also Note 6 related to for-sale activities).(3)
    
    Includes CRLPs investment in partially-owned entities of $17,422 and $46,221 as of
December 31, 2009 and 2008, respectively. 145




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For-Sale Residential
  For the Year Ended December 31,(in thousands)
    
    2009
    
    
    2008
    
    
    2007Gains on for-sale residential sales
    
    $
    678
    
    
    $
    1,625
    
    
    $
    3,137Impairment
    
    
    (818
    )
    
    
    (35,900
    )
    
    
    (43,300
    )Income tax (expense) benefit
    
    
    (1
    )
    
    
    (562
    )
    
    
    15,398Loss from for-sale residential sales
    
    $
    (141
    )
    
    $
    (34,837
    )
    
    $
    (24,765
    )
 11. Notes and Mortgages Payable
  (in thousands)For the year ended December 31,2009
    
    
    2008Unsecured credit facility
    
    $
    310,546
    
    
    $
    311,630Mortgages and other notes:3.15% to 6.00%
    
    
    612,862
    
    
    
    755,7866.01% to 6.88%
    
    
    740,935
    
    
    
    649,6036.89% to 8.80%
    
    
    40,000
    
    
    
    45,000$
    1,704,343
    
    
    $
    1,762,019
    146




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##### Table of Contents



(in thousands)2010
    
    $
    44,2022011
    
    
    57,0852012 (1)
    
    
    390,2722013
    
    
    99,4372014
    
    
    200,229Thereafter
    
    
    913,118$
    1,704,343
 
 (1)
    
    Year 2012 includes $310.5 million outstanding on CRLPs credit facility as of
December 31, 2009, which matures in June 2012.  147




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##### Table of Contents



Unsecured Senior Notes Repurchases
   AverageAverage
    
    
    Yield-to-(in millions)
    
    Amount
    
    
    Discount
    
    
    Maturity
    
    
    Net Gain (1)1st Quarter
    
    $
    96.9
    
    
    
    27.1
    %
    
    
    12.64
    %
    
    $
    24.22nd Quarter (2)
    
    
    315.5
    
    
    
    5.9
    %
    
    
    6.75
    %
    
    
    16.23rd Quarter (3)
    
    
    166.8
    
    
    
    10.0
    %
    
    
    7.87
    %
    
    
    14.34th Quarter
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Year-to-Date
    
    $
    579.2
    
    
    
    10.6
    %
    
    
    8.06
    %
    
    $
    54.7
 
 (1)
    
    Gains are presented net of the loss on hedging activities of $1.1 million recorded
during the three months ended March 31, 2009 and $0.6 million recorded during the three
months ended September 30, 2009 as the result of a reclassification of amounts in
Accumulated Other Comprehensive Loss in connection with the conclusion that it is probable
that CRLP will not make interest payments associated with previously hedged debt as a
result of the repurchases under the senior note repurchase program.(2)
    
    Repurchases include $250.0 million repurchased pursuant to a tender offer that closed
on May 4, 2009, which was conducted outside of the senior note repurchase program.(3)
    
    Repurchases include $148.2 million repurchased pursuant to a tender offer that closed
on August 31, 2009, which was conducted outside of the senior note repurchase program. 148




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AverageAverage
    
    
    Yield-to-(in millions)
    
    Amount
    
    
    Discount
    
    
    Maturity
    
    
    Net Gain (1)1st Quarter
    
    $
    50.0
    
    
    
    12.0
    %
    
    
    8.18
    %
    
    $
    5.52nd Quarter
    
    
    31.8
    
    
    
    10.0
    %
    
    
    7.80
    %
    
    
    2.73rd Quarter
    
    
    57.8
    
    
    
    5.0
    %
    
    
    7.40
    %
    
    
    2.64th Quarter
    
    
    55.4
    
    
    
    9.8
    %
    
    
    10.42
    %
    
    
    4.8Total
    
    $
    195.0
    
    
    
    9.1
    %
    
    
    8.53
    %
    
    $
    15.6
 
 (1)
    
    Gains are presented net of the loss on hedging activities of
$0.4 million recorded during the three months ended December 31, 2008
as the result of a reclassification of amounts in Accumulated Other
Comprehensive Loss in connection with the conclusion that it is
probable that the Company will not make interest payments associated
with previously hedged debt as a result of the repurchases under the
senior note repurchase program. Unconsolidated Joint Venture Financing Activity
     12. Derivative Instruments
   149




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##### Table of Contents



Accumulated other comprehensive loss
 Accumulated other comprehensive loss Accumulated other comprehensive loss Interest expense and debt cost amortization "(Losses) gains on hedging
activities Accumulated
other comprehensive loss Interest expense and debt cost amortization Accumulated other comprehensive loss "(Losses) gains on hedging
activities
   13. Capital Structure
  Other Capital Events
  14. Cash Contributions
 October 2009 Equity Offering
  150




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At-the-Market Continuous Equity Offering Program
   Repurchases of Series D Preferred Depositary Shares/Units
     Other Transactions
   151




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15. Share-based Compensation
 Incentive Share Plans
    December 31,2009
    
    2008
    
    2007Dividend yield
    
    
    5.25
    %
    
    
    7.92
    %
    
    
    5.76
    %Expected volatility
    
    
    48.83
    %
    
    
    20.70
    %
    
    
    19.42
    %Risk-free interest rate
    
    
    2.98
    %
    
    
    3.77
    %
    
    
    4.64
    %Expected option term (years)
    
    
    6.5
    
    
    
    7.1
    
    
    
    7.2
    Options OutstandingWeighted AverageShares
    
    
    Exercise PriceOptions outstanding, beginning of period
    
    
    1,524,385
    
    
    $
    24.00Granted
    
    
    50,474
    
    
    
    7.05Exercised
    
    
    
    
    
    
    Forfeited
    
    
    (213,448
    )
    
    
    23.59Options outstanding, end of period
    
    
    1,361,411
    
    
    $
    23.44
 152




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##### Table of Contents



WeightedAverageFor the Year Ended
    
    
    Grant DateDecember 31, 2009
    
    
    Fair ValueNonvested Restricted Shares, December 31, 2008
    
    
    408,537
    
    
    $
    32.08Granted
    
    
    31,870
    
    
    
    7.56Vested
    
    
    (107,442
    )
    
    
    28.30Cancelled/Forfeited
    
    
    (64,793
    )
    
    
    21.06Nonvested Restricted Shares, December 31, 2009
    
    
    268,172
    
    
    $
    33.47
  Adoption of Incentive Program
  
    
    the grant of a specified number of restricted shares, totaling approximately $6.3
million, which vest at the end of the five-year service period beginning on April
26, 2006 (the Vesting Period), and/or
 
    
    an opportunity to earn a performance bonus, based on absolute and relative total
shareholder return over a three-year period beginning January 1, 2006 and ending
December 31, 2008 (the Performance Period).
   153




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##### Table of Contents




    
    risk-free rate,
 
    
    expected standard deviation of returns (i.e., volatility),
 
    
    expected dividend yield, and
 
    
    correlation in stock price movement.
     Employee Share Purchase Plan
  16. Employee Benefits
 Noncontributory Defined Benefit Pension Plan
  154




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##### Table of Contents



401(k) Plan
  17. Income Taxes
   (in thousands)2009
    
    
    2008
    
    
    2007Current tax expense (benefit):Federal
    
    $
    (17,370
    )
    
    $
    (10,417
    )
    
    $
    7,929State
    
    
    158
    
    
    
    56
    
    
    
    1,401(17,212
    )
    
    
    (10,361
    )
    
    
    9,330Deferred tax expense (benefit):Federal
    
    
    9,311
    
    
    
    11,063
    
    
    
    (14,187
    )State
    
    
    
    
    
    
    72
    
    
    
    (2,587
    )9,311
    
    
    
    11,135
    
    
    
    (16,774
    )Total income tax (benefit) expense
    
    $
    (7,901
    )
    
    $
    774
    
    
    $
    (7,444
    )Income tax expense  discontinued operations
    
    $
    70
    
    
    $
    1,064
    
    
    $
    1,839Income tax (benefit) expense  continuing operations
    
    $
    (7,971
    )
    
    $
    1,838
    
    
    $
    (5,605
    )
   155




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##### Table of Contents



(in thousands)2009
    
    
    2008Deferred tax assets:Real estate asset basis differences
    
    $
    
    
    
    $
    84Impairments
    
    
    27,659
    
    
    
    44,550Deferred revenue
    
    
    1,324
    
    
    
    1,971Deferred expenses
    
    
    6,712
    
    
    
    Allowance for doubtful accounts
    
    
    237
    
    
    
    737Accrued liabilities
    
    
    351
    
    
    
    340$
    36,283
    
    
    $
    47,682Deferred tax liabilities:Real estate asset basis differences
    
    
    (3,683
    )
    
    
    (4,088
    )(3,683
    )
    
    
    (4,088
    )Net deferred tax assets, before valuation allowance
    
    $
    32,600
    
    
    $
    43,594Valuation allowance
    
    
    (32,600
    )
    
    
    (34,283
    )Net deferred tax assets, included in other assets
    
    $
    
    
    
    $
    9,311
  2009
    
    2008Federal tax rate
    
    
    35.00
    %
    
    
    35.00
    %Valuation reserve
    
    
    15.17
    %
    
    
    -35.87
    %State income tax, net of federal income tax benefit
    
    
    
    
    
    
    -0.10
    %Other
    
    
    -0.02
    %
    
    
    0.07
    %CPSI provision for income taxes
    
    
    50.15
    %
    
    
    -0.90
    %
  18. Leasing Operations
  (amounts in thousands)2010
    
    $
    35,8672011
    
    
    35,4162012
    
    
    33,3292013
    
    
    32,1452014
    
    
    30,240Thereafter
    
    
    132,744$
    299,741
  156




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##### Table of Contents



19. Commitments, Contingencies, Guarantees and Other Arrangements
 Commitments and Contingencies
  
    
    In connection with the dispute, in January 2008, the contractor filed a lawsuit
against CRLP alleging, among other things, breach of contract, enforcement of a lien
against real property, misrepresentation, conversion, declaratory judgment and an
accounting of costs, and is seeking $10.3 million in damages, plus consequential and
punitive damages.
 
    
    Certain of the subcontractors, vendors and other parties, involved in the
projects, including purchasers of units, have also made claims in the form of lien
claims, general claims or lawsuits. CRLP has been sued by purchasers of certain
condominium units alleging breach of contract, fraud, construction deficiencies and
misleading sales practices. Both compensatory and punitive damages are sought in
these actions. Some of these claims have been resolved by negotiations and
mediations, and others may also be similarly resolved. Some of these claims will
likely be arbitrated or litigated to conclusion.
    Other liabilities
 157




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##### Table of Contents



Guarantees and Other Arrangements
 Active Guarantees
       Terminated Guarantees
  158




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20. Related Party Transactions
      159




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##### Table of Contents



21. Net Income (Loss) Per Unit
  (amounts in thousands)
    
    2009
    
    
    2008
    
    
    2007Numerator:Income (loss) from continuing operations
    
    $
    13,028
    
    
    $
    (74,948
    )
    
    $
    (20,155
    )Less:Income allocated to participating securities
    
    
    (185
    )
    
    
    (716
    )
    
    
    (5,593
    )Noncontrolling interest of limited partners -
continuing operations
    
    
    (999
    )
    
    
    (531
    )
    
    
    (2,085
    )Distributions to limited partner preferred unitholders
    
    
    (7,250
    )
    
    
    (7,251
    )
    
    
    (7,250
    )Distributions to general partner preferred unitholders
    
    
    (8,142
    )
    
    
    (8,773
    )
    
    
    (13,439
    )Preferred unit issuance costs, net of discount
    
    
    25
    
    
    
    (27
    )
    
    
    (360
    )(Loss) income from continuing operations available to
common unitholders
    
    $
    (3,523
    )
    
    $
    (92,246
    )
    
    $
    (48,882
    )Denominator:Denominator for basic net income per unit  weighted
average common units
    
    
    61,785
    
    
    
    56,904
    
    
    
    56,723Effect of dilutive securities
    
    
    
    
    
    
    
    
    
    
    477Denominator for diluted net income per unit  adjusted
weighted average common units
    
    
    61,785
    
    
    
    56,904
    
    
    
    57,200
  160




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##### Table of Contents



22. Subsequent Events
 Unsecured Notes and Preferred Securities Repurchase Programs
   Continuous Equity Offering Program
  Distribution
   23. Quarterly Financial Information (Unaudited)
  161




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##### Table of Contents



2009  (in thousands, except per unit data)
 First
    
    Second
    
    Third
    
    FourthQuarter
    
    Quarter
    
    Quarter
    
    QuarterRevenues
    
    $
    84,129
    
    
    $
    85,338
    
    
    $
    84,344
    
    
    $
    86,541Income (loss) from continuing operations
    
    
    19,072
    
    
    
    2,801
    
    
    
    (645
    )
    
    
    (9,198
    )Income (loss) from discontinued operations
    
    
    1,224
    
    
    
    (1,191
    )
    
    
    400
    
    
    
    2,315Net income (loss) attributable to CRLP
    
    
    20,296
    
    
    
    1,610
    
    
    
    (245
    )
    
    
    (6,883
    )Distributions to preferred unitholders
    
    
    (3,886
    )
    
    
    (3,850
    )
    
    
    (3,810
    )
    
    
    (3,846
    )Preferred share issuance costs write-off
    
    
    (5
    )
    
    
    
    
    
    
    30
    
    
    
    Net income (loss) available to common unitholders
    
    
    16,405
    
    
    
    (2,240
    )
    
    
    (4,026
    )
    
    
    (10,730
    )Net income (loss) per unit:Basic
    
    $
    0.29
    
    
    $
    (0.04
    )
    
    $
    (0.07
    )
    
    $
    (0.15
    )Diluted
    
    $
    0.29
    
    
    $
    (0.04
    )
    
    $
    (0.07
    )
    
    $
    (0.15
    )Weighted average common units outstanding:Basic
    
    
    57,062
    
    
    
    57,378
    
    
    
    59,112
    
    
    
    73,437Diluted
    
    
    57,062
    
    
    
    57,378
    
    
    
    59,112
    
    
    
    73,437
 2008  (in thousands, except per unit data)
 First
    
    Second
    
    Third
    
    FourthQuarter
    
    Quarter
    
    Quarter
    
    QuarterRevenues
    
    $
    88,612
    
    
    $
    83,872
    
    
    $
    85,939
    
    
    $
    85,144Income (loss) from continuing operations
    
    
    16,088
    
    
    
    5,410
    
    
    
    1,596
    
    
    
    (98,573
    )Income (loss) from discontinued operations
    
    
    5,653
    
    
    
    9,642
    
    
    
    34,659
    
    
    
    (25,078
    )Net income (loss) attributable to CRLP
    
    
    21,741
    
    
    
    15,052
    
    
    
    36,255
    
    
    
    (123,651
    )Distributions to preferred unitholders
    
    
    (4,315
    )
    
    
    (3,993
    )
    
    
    (3,850
    )
    
    
    (3,866
    )Preferred share issuance costs write-off
    
    
    (184
    )
    
    
    (83
    )
    
    
    240
    
    
    
    Net income (loss) available to common unitholders
    
    
    17,242
    
    
    
    10,976
    
    
    
    32,645
    
    
    
    (127,517
    )Net income (loss) per unit:Basic
    
    $
    0.30
    
    
    $
    0.19
    
    
    $
    0.57
    
    
    $
    (2.25
    )Diluted
    
    $
    0.30
    
    
    $
    0.19
    
    
    $
    0.57
    
    
    $
    (2.25
    )Weighted average common units outstanding:Basic
    
    
    56,869
    
    
    
    56,876
    
    
    
    56,922
    
    
    
    56,904Diluted
    
    
    57,027
    
    
    
    57,021
    
    
    
    56,922
    
    
    
    56,953
 162




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
      Internal ControlIntegrated Framework
  
 163




---



##### Table of Contents



Report of Independent Registered Public Accounting Firm
 
      164




---



##### Table of Contents



Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
  
 Item 9A. Controls and Procedures.
 Evaluation of Disclosure Controls and Procedure
  Changes in Internal Control Over Financial Reporting
  Managements Report on Internal Control Over Financial Reporting
      165




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  Internal
Control  Integrated Framework
    Internal Control
 Integrated Framework
   
 166




---



##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  Internal Control  Integrated Framework
    Internal Control
 Integrated Framework
   
 
 Item 9B. Other Information.
  167




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##### Table of Contents



PART III
 
 Item 10. Trustees, Executive Officers and Corporate Governance.
   
 Item 11. Executive Compensation.
  
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
       Name and Business Address
    
    Number of
    
    Percent ofof Beneficial Owner
    
    Units
    
    Units (1)Colonial Properties Trust
    
    
    66,769,120
    
    
    
    89.1
    %Thomas H. Lowder
    
    
    1,419,940
    (2)
    
    
    1.9
    %James K. Lowder
    
    
    1,420,006
    (3)
    
    
    1.9
    %Carl F. Bailey
    
    
    17,595
    
    
    
    *M. Miller Gorrie
    
    
    266,523
    (4)
    
    
    *William M. Johnson
    
    
    290,200
    
    
    
    *Glade M. Knight
    
    
    
    
    
    
    *Herbert A. Meisler
    
    
    544,529
    (5)
    
    
    *Claude B. Nielsen
    
    
    5,865
    
    
    
    *Harold W. Ripps
    
    
    1,925,975
    
    
    
    2.6
    %John W. Spiegel
    
    
    
    
    
    
    *C. Reynolds Thompson, III
    
    
    
    
    
    
    *Jerry A. Brewer
    
    
    
    
    
    
    *Paul F. Earle
    
    
    
    
    
    
    *John P. Rigrish
    
    
    17,595
    (6)
    
    
    *All executive officers and trustees as a group
(16 persons)
    
    
    5,213,053
    (7)
    
    
    7.0
    %
 168




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##### Table of Contents



*
    
    Less than 1%(1)
    
    The number of units outstanding as of February 8, 2010 was 74,923,019.(2)
    
    Includes 89,415 units owned by Thomas H. Lowder Investments, LLC, 695,175 units owned by
Colonial Commercial Investments, Inc. (CCI), and 635,350 units directly owned by Thomas H.
Lowder. Units owned by CCI are reported twice in this table, once as beneficially owned by
Thomas H. Lowder and again as beneficially owned by James K. Lowder.(3)
    
    Includes 89,285 units owned by James K. Lowder Investments, LLC, 695,175 units owned by CCI,
195 units held in trust for the benefit of James K. Lowders children and 635,351 units
directly owned by James K. Lowder.(4)
    
    Includes 157,140 units owned by MJE, LLC, and 109,383 units directly owned by Mr. Gorrie.(5)
    
    Includes 526,934 units owned by Meisler Partnership, LP, a limited partnership of which Mr.
Meisler and his wife are partners, and 17,595 units directly owned by Mr. Meisler.(6)
    
    Includes 17,595 units owned directly by Mr. Rigrish, which are pledged to a bank loan.(7)
    
    Units held by CCI have been counted only once for this purpose.  Number of securitiesremaining available for futureNumber of securities to be
    
    Weighted-average
    
    issuance under equityissued upon exercise of
    
    exercise price of
    
    compensation plansoutstanding options,
    
    outstanding options,
    
    (excluding securities reflectedPlan Category
    
    warrants and rights (a)
    
    warrants and rights (b)
    
    in column (a))Equity compensation plans
approved by security holders (1)
    
    
    1,534,928
    (2)
    
    $
    23.46
    (3)
    
    
    3,935,968Equity compensation plans not
approved by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    1,534,928
    
    
    $
    23.46
    
    
    
    3,935,968
 
 (1)
    
    These plans include the Trust 2008 Omnibus Incentive Plan, Third Amended and Restated
Employee Share Option and Restricted Share Plan, as amended in 1998 and 2006, Non-Employee
Trustee Share Plan, as amended in 1997, and Trustee Share Option Plan, as amended in 1997.(2)
    
    Includes 268,172 restricted shares that had not vested as of December 31, 2009.(3)
    
    Weighted-average exercise price of outstanding options has been adjusted for the special
distribution paid in June 2007. In connection with the special distribution, the exercise price of
all of the then outstanding options was reduced by $10.63 per share as required under the terms of
the option plans. Weighted-average exercise price of outstanding options also excludes value of
outstanding restricted shares. 
 Item 13. Certain Relationships and Related Transactions, and Director Independence.
  
 Item 14. Principal Accountant Fees and Services.
  169




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##### Table of Contents



Part IV
 
 Item 15. Exhibits and Financial Statement Schedules
 15(a)(1) Financial Statements
               15(a)(2) Financial Statement Schedules
   15(a)(3) Exhibits
 Exhibit No.
    
    Exhibit
    
    Reference3.1
    
    Declaration of Trust of the Trust, as amended
    
    Incorporated by
reference to
Exhibit 3.1 to the
Trusts Annual
Report on Form 10-K
for the period
ending December 31,
20083.2
    
    Bylaws of the Trust, as amended
    
    Incorporated by
reference to
Exhibit 3.1 to the
Trusts Current
Report on Form 8-K
filed with the SEC
on February 1, 20104.1
    
    Indenture dated as of July 22, 1996, by and
between CRLP and Deutsche Bank Trust Company
Americas (formerly Bankers Trust Company)
    
    Incorporated by
reference to
Exhibit 4.1 to the
CRLPs Annual
Report on Form
10-K/A filed with
the SEC on October
10, 2003
 170




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##### Table of Contents



Exhibit No.
    
    Exhibit
    
    Reference4.2
    
    First Supplemental Indenture dated as of
December 31, 1998, by and between CRLP and
Deutsche Bank Trust Company Americas
(formerly Bankers Trust Company)
    
    Incorporated by
reference to
Exhibit 10.13.1 to
the Trusts Annual
Report on Form 10-K
for the period
ending December 31,
1998 (which
document may be
found and reviewed
in the SECs Public
Reference Room at
100 F Street, NE,
Room 1580,
Washington, D.C.
20549, in the files
therein relating to
the Trust, whose
file number is
1-12358)4.5
    
    Deposit Agreement for Series D depository
shares by and among the Trust and Equiserve
Trust Company, N.A. and Equiserve, Inc.
    
    Incorporated by
reference to
Exhibit 4.4 to the
Trusts Annual
Report on Form 10-K
for the period
ending December 31,
200310.1
    
    Third Amended and Restated Agreement of
Limited Partnership of CRLP, as amended
    
    Incorporated by
reference to
Exhibit 10.1 to the
Trusts Quarterly
Report on Form 10-Q
for the quarter
ended June 30, 200710.2
    
    Registration Rights and Lock-Up Agreement
dated September 29, 1993, among the Trust
and the persons named therein
    
    Incorporated by
reference to
Exhibit 10.2 to the
Trusts
Registration
Statement on Form
S-11/A,
No. 33-65954, filed
with the SEC on
September 21, 199310.3
    
    Registration Rights and Lock-Up Agreement
dated March 25, 1997, among the Trust and
the persons named therein
    
    Incorporated by
reference to
Exhibit 10.2.2 to
the Trusts Annual
Report on Form 10-K
for the period
ending December 31,
1997 (which
document may be
found and reviewed
in the SECs Public
Reference Room at
100 F Street, NE,
Room 1580,
Washington, D.C.
20549, in the files
therein relating to
the Trust, whose
file number is
1-12358)10.4
    
    Registration Rights and Lock-Up Agreement
dated November 4, 1994, among the Trust and
the persons named therein
    
    Incorporated by
reference to
Exhibit 10.2.3 to
the Trusts Annual
Report on Form 10-K
for the period
ending December 31,
1997 (which
document may be
found and reviewed
in the SECs Public
Reference Room at
100 F Street, NE,
Room 1580,
Washington, D.C.
20549, in the files
therein relating to
the Trust, whose
file number is
1-12358)10.5
    
    Supplemental Registration Rights and Lock-Up
Agreement dated August 20, 1997, among the
Trust and the persons named therein
    
    Incorporated by
reference to
Exhibit 10.2.4 to
the Trusts Annual
Report on Form 10-K
for the period
ending December 31,
1997 (which
document may be
found and reviewed
in the SECs Public
Reference Room at
100 F Street, NE,
Room 1580,
Washington, D.C.
20549, in the files
therein relating to
the Trust, whose
file number is
1-12358)10.6
    
    Supplemental Registration Rights and Lock-Up
Agreement dated November 1, 1997, among the
Trust, CRLP and B&G Properties Company LLP
    
    Incorporated by
reference to
Exhibit 10.2.5 to
the Trusts Annual
Report on Form 10-K
for the period
ending December 31,
1997 (which
document may be
found and reviewed
in the SECs Public
Reference Room at
100 F Street, NE,
Room 1580,
Washington, D.C.
20549, in the files
therein relating to
the Trust, whose
file number is
1-12358)10.7
    
    Supplemental Registration Rights and Lock-Up
Agreement dated July 1, 1997, among the
Trust, CRLP and Colonial Commercial
Investments, Inc.
    
    Incorporated by
reference to
Exhibit 10.2.6 to
the Trusts Annual
Report on Form 10-K
for the period
ending December 31,
1997 (which
document may be
found and reviewed
in the SECs Public
Reference Room at
100 F Street, NE,
Room 1580,
Washington, D.C.
20549, in the files
therein relating to
the Trust, whose
file number is
1-12358)
 171




---



##### Table of Contents



Exhibit No.
    
    Exhibit
    
    Reference10.8
    
    Supplemental Registration Rights and Lock-Up
Agreement dated July 1, 1996, among the
Trust and the persons named therein
    
    Incorporated by
reference to
Exhibit 10.2.7 to
the Trusts Annual
Report on Form 10-K
for the period
ending December 31,
1997 (which
document may be
found and reviewed
in the SECs Public
Reference Room at
100 F Street, NE,
Room 1580,
Washington, D.C.
20549, in the files
therein relating to
the Trust, whose
file number is
1-12358)10.9
    
    Registration Rights Agreement dated February
23, 1999, among the Trust, Belcrest Realty
Corporation, and Belair Real Estate
Corporation
    
    Incorporated by
reference to
Exhibit 10.2.8 to
the Trusts Annual
Report on Form 10-K
for the period
ending December 31,
1998 (which
document may be
found and reviewed
in the SECs Public
Reference Room at
100 F Street, NE,
Room 1580,
Washington, D.C.
20549, in the files
therein relating to
the Trust, whose
file number is
1-12358)10.10
    
    Registration Rights and Lock-Up Agreement
dated July 1, 1998, among the Trust and the
persons named therein
    
    Incorporated by
reference to
Exhibit 10.2.9 to
the Trusts Annual
Report on Form 10-K
for the period
ending December 31,
1998 (which
document may be
found and reviewed
in the SECs Public
Reference Room at
100 F Street, NE,
Room 1580,
Washington, D.C.
20549, in the files
therein relating to
the Trust, whose
file number is
1-12358)10.11
    
    Registration Rights and Lock-Up Agreement
dated July 31, 1997, among the Trust and the
persons named therein
    
    Incorporated by
reference to
Exhibit 10.2.10 to
the Trusts Annual
Report on Form 10-K
for the period
ending December 31,
1998 (which
document may be
found and reviewed
in the SECs Public
Reference Room at
100 F Street, NE,
Room 1580,
Washington, D.C.
20549, in the files
therein relating to
the Trust, whose
file number is
1-12358)10.12
    
    Supplemental Registration Rights and Lock-Up
Agreement dated November 18, 1998, among the
Trust, CRLP and Colonial Commercial
Investments, Inc.
    
    Incorporated by
reference to
Exhibit 10.2.11 to
the Trusts Annual
Report on Form 10-K
for the period
ending December 31,
1998 (which
document may be
found and reviewed
in the SECs Public
Reference Room at
100 F Street, NE,
Room 1580,
Washington, D.C.
20549, in the files
therein relating to
the Trust, whose
file number is
1-12358)10.13
    
    Registration Rights and Lock-Up Agreement
dated April 30, 1999, among the Trust, CRLP
and MJE, L.L.C.
    
    Incorporated by
reference to
Exhibit 10.2.13 to
the Trusts Annual
Report on Form 10-K
for the period
ending December 31,
1999 (which
document may be
found and reviewed
in the SECs Public
Reference Room at
100 F Street, NE,
Room 1580,
Washington, D.C.
20549, in the files
therein relating to
the Trust, whose
file number is
1-12358)10.14.1
    
    Form of Employee Share Option and Restricted
Share Plan Agreement  2 Year Vesting 
    
    Incorporated by
reference to
Exhibit 10.18.1 to
the Trusts
Quarterly Report on
Form 10-Q for the
period ending
September 30, 200410.14.2
    
    Form of Employee Share Option and Restricted
Shares Plan Agreement  3 Year Vesting 
    
    Incorporated by
reference to
Exhibit 10.18.2 to
the Trusts
Quarterly Report on
Form 10-Q for the
period ending
September 30, 200410.14.3
    
    Form of Employee Share Option and Restricted
Shares Plan Agreement  5 Year Vesting 
    
    Incorporated by
reference to
Exhibit 10.18.3 to
the Trusts
Quarterly Report on
Form 10-Q for the
period ending
September 30, 2004
 172




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##### Table of Contents



Exhibit No.
    
    Exhibit
    
    Reference10.14.4
    
    Form of Employee Share Option and Restricted
Shares Plan Agreement  8 Year Vesting 
    
    Incorporated by
reference to
Exhibit 10.18.4 to
the Trusts
Quarterly Report on
Form 10-Q for the
period ending
September 30, 200410.14.5
    
    Amended and Restated Trustee Restricted
Share Agreement  1 Year Vesting 
    
    Incorporated by
reference to
Exhibit 10.18.5 to
the Trusts
Quarterly Report on
Form 10-Q for the
period ending
September 30, 200410.14.6
    
    Amended and Restated Trustee Non-Incentive
Share Option Agreement 
    
    Incorporated by
reference to
Exhibit 10.18.6 to
the Trusts
Quarterly Report on
Form 10-Q for the
period ending
September 30, 200410.15
    
    Non-employee Trustee Share Option Plan 
    
    Incorporated by
reference to the
Trusts
Registration
Statement on Form
S-8, No. 333-27203,
filed with the SEC
on May 15, 1997
(which document may
be found and
reviewed in the
SECs Public
Reference Room at
100 F Street, NE,
Room 1580,
Washington, D.C.
20549, in the files
therein relating to
the Trust, whose
file number is
1-12358)10.16
    
    Non-employee Trustee Share Plan 
    
    Incorporated by
reference to the
Trusts
Registration
Statement on Form
S-8, No. 333-27205,
filed with the SEC
on May 15, 1997
(which document may
be found and
reviewed in the
SECs Public
Reference Room at
100 F Street, NE,
Room 1580,
Washington, D.C.
20549, in the files
therein relating to
the Trust, whose
file number is
1-12358)10.17
    
    Employee Share Purchase Plan 
    
    Incorporated by
reference to
Exhibit 10.21 to
the Trusts Annual
Report on Form 10-K
for the period
ending December 31,
200310.17.1
    
    Amendment to Employee Share Purchase Plan 
    
    Incorporated by
reference to
Exhibit 10.21.1 to
the Trusts Annual
Report on Form 10-K
for the period
ending December 31,
200610.18
    
    Annual Incentive Plan 
    
    Incorporated by
reference to
Exhibit 10.16 to
the Trusts
Registration
Statement on Form
S-11/A,
No. 33-65954, filed
with the SEC on
September 3, 1993
(which document may
be found and
reviewed in the
SECs Public
Reference Room at
100 F Street, NE,
Room 1580,
Washington, D.C.
20549, in the files
therein relating to
the Trust, whose
file number is
1-12358)10.19
    
    Executive Unit Purchase Program  Program
Summary 
    
    Incorporated by
reference to
Exhibit 10.15 to
the Trusts Annual
Report on Form 10-K
for the period
ending December 31,
1999 (which
document may be
found and reviewed
in the SECs Public
Reference Room at
100 F Street, NE,
Room 1580,
Washington, D.C.
20549, in the files
therein relating to
the Trust, whose
file number is
1-12358)10.20
    
    Non-employee Trustee Option Agreement 
    
    Incorporated by
reference to
Exhibit 10.5 to the
Trusts
Registration
Statement on Form
S-11/A,
No. 33-65954, filed
with the SEC on
September 3, 1993
 173




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##### Table of Contents



Exhibit No.
    
    Exhibit
    
    Reference10.21.1
    
    Non-Competition Agreement, dated May 4,
2007, among Colonial Realty Limited
Partnership, Colonial Properties Trust and
Thomas H. Lowder 
    
    Incorporated by
reference to
Exhibit 10.1 to the
Trusts Quarterly
Report on Form 10-Q
for the quarter
ended March 31,
200710.22
    
    Retirement Agreement between the Trust and
Howard B. Nelson, Jr. 
    
    Incorporated by
reference to
Exhibit 10.26 to
the Trusts Annual
Report on Form 10-K
for the period
ending December 31,
200310.23
    
    Officers and Trustees Indemnification
Agreement 
    
    Incorporated by
reference to
Exhibit 10.7 to the
Trusts
Registration
Statement on Form
S-11/A,
No. 33-65954, filed
with the SEC on
September 21, 1993
(which document may
be found and
reviewed in the
SECs Public
Reference Room at
100 F Street, NE,
Room 1580,
Washington, D.C.
20549, in the files
therein relating to
the Trust, whose
file number is
1-12358)10.24
    
    Partnership Agreement of CPSLP
    
    Incorporated by
reference to
Exhibit 10.8 to the
Trusts
Registration
Statement on Form
S-11/A,
No. 33-65954, filed
September 21, 1993
(which document may
be found and
reviewed in the
SECs Public
Reference Room at
100 F Street, NE,
Room 1580,
Washington, D.C.
20549, in the files
therein relating to
the Trust, whose
file number is
1-12358)10.24.1
    
    First Amendment to Partnership Agreement of
CPSLP
    
    Incorporated by
reference to
Exhibit 10.28.1 to
the Trusts Annual
Report on Form 10-K
for the period
ended December 31,
200510.25
    
    Articles of Incorporation of Colonial Real
Estate Services, Inc., predecessor of CPSI,
as amended
    
    Incorporated by
reference to
Exhibit 10.9 to the
Trusts Annual
Report on Form 10-K
for the period
ending December 31,
1994 (which
document may be
found and reviewed
in the SECs Public
Reference Room at
100 F Street, NE,
Room 1580,
Washington, D.C.
20549, in the files
therein relating to
the Trust, whose
file number is
1-12358)
 174




---



##### Table of Contents



Exhibit No.
    
    Exhibit
    
    Reference10.26
    
    Bylaws of predecessor of Colonial Real
Estate Services, Inc., predecessor of CPSI
    
    Incorporated by
reference to
Exhibit 10.10 to
the Trusts
Registration
Statement on Form
S-11/A,
No. 33-65954, filed
September 3, 1993
(which document may
be found and
reviewed in the
SECs Public
Reference Room at
100 F Street, NE,
Room 1580,
Washington, D.C.
20549, in the files
therein relating to
the Trust, whose
file number is
1-12358)10.27
    
    Credit Agreement dated as of March 22, 2005,
by and among CRLP, as Borrower, Colonial
Properties Trust, as Guarantor, Wachovia
Bank, as Agent for the Lenders, and the
Lenders named therein
    
    Incorporated by
reference to
Exhibit 10.38 to
the Trusts Current
Report on Form 8-K
filed with the SEC
on March 25, 200510.27.1
    
    First Amendment to Credit Agreement, dated
June 2, 2006, among CRLP, the Trust,
Wachovia Bank, National Association as Agent
for the Lenders and the Lenders named
therein
    
    Incorporated by
reference to
Exhibit 10.2 to the
Trusts Quarterly
Report on Form 10-Q
for the quarter
ended June 30, 200710.27.2
    
    Second Amendment to Credit Agreement, dated
June 21, 2007, among CRLP, the Trust,
Wachovia Bank, National Association as Agent
for the Lenders and the Lenders named
therein
    
    Incorporated by
reference to
Exhibit 10.1 to the
Trusts Current
Report on Form 8-K
filed with the SEC
on July 24, 200710.28
    
    Bridge Credit Agreement dated October 28,
2004, by and among CRLP, as Borrower, and
the Trust, as Guarantor, SouthTrust Bank, as
Agent for Lenders, and the Lenders names
therein
    
    Incorporated by
reference to
Exhibit 10.37 to
the Trusts Current
Report on Form 8-K
filed with the SEC
on November 3, 200410.29
    
    Facility and Guaranty Agreement among the
Trust, CRLP, Bank One, N.A. and the Lenders
named therein dated as of December 17, 1999
    
    Incorporated by
reference to
Exhibit 10.34 to
the Trusts Annual
Report on Form 10-K
for the period
ending December 31,
200310.30
    
    Form of Promissory Note under Facility and
Guarantee Agreement dated as of December 17,
1999 among the Trust, CRLP, Bank One, N.A.
and certain lenders
    
    Incorporated by
reference to
Exhibit 10.16 to
the Trusts Annual
Report on Form 10-K
for the period
ending December 31,
1999 (which
document may be
found and reviewed
in the SECs Public
Reference Room at
100 F Street, NE,
Room 1580,
Washington, D.C.
20549, in the files
therein relating to
the Trust, whose
file number is
1-12358)10.31
    
    Form of Restricted Share Agreement (20% per
year vesting) 
    
    Incorporated by
reference to
Exhibit 10.1 to the
Trusts Current
Report on Form 8-K
filed with the SEC
on May 3, 200510.32
    
    Form of Restricted Share Agreement
(50%/25%/25% vesting) 
    
    Incorporated by
reference to
Exhibit 10.2 to the
Trusts Current
Report on Form 8-K
filed with the SEC
on May 3, 200510.33
    
    Form of Restricted Share Agreement (33 1/3%
per year vesting) 
    
    Incorporated by
reference to
Exhibit 10.3 to the
Trusts Current
Report on Form 8-K
filed with the SEC
on May 3, 200510.34
    
    Form of Restricted Share Agreement (60%/40%
vesting) 
    
    Incorporated by
reference to
Exhibit 10.4 to the
Trusts Current
Report on Form 8-K
filed with the SEC
on May 3, 200510.35
    
    Form of Restricted Share Agreement (eighth
anniversary vesting) 
    
    Incorporated by
reference to
Exhibit 10.5 to the
Trusts Current
Report on Form 8-K
filed with the SEC
on May 3, 200510.36
    
    Form of Share Option Agreement (20% per year
vesting) 
    
    Incorporated by
reference to
Exhibit 10.6 to the
Trusts Current
Report on Form 8-K
filed with the SEC
on May 3, 2005
 175




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##### Table of Contents



Exhibit No.
    
    Exhibit
    
    Reference10.37
    
    Amended and Restated Limited Liability
Company Agreement of CRTP OP LLC, dated as
of September 27, 2005, between DRA CRT
Acquisition Corp and Colonial Office JV LLC
    
    Incorporated by
reference to
Exhibit 10.3 to the
Trusts Quarterly
Report on Form 10-Q
for the period
ended September 30,
200510.38
    
    Colonial Properties Trust Third Amended and
Restated Employee Share Option and
Restricted Share Plan, as amended 
    
    Incorporated by
reference to
Exhibit 10.1 to the
Trusts Quarterly
Report on Form 10-Q
for the period
ended June 30, 200610.39
    
    Form of Colonial Properties Trust Third
Amended and Restated Employee Share Option
and Restricted Share Plan Restricted Share
Agreement 
    
    Incorporated by
reference to
Exhibit 10.2 to the
Trusts Quarterly
Report on Form 10-Q
for the period
ended June 30, 200610.40
    
    Form of Colonial Properties Trust Third
Amended and Restated Employee Share Option
and Restricted Share Plan Performance Share
Agreement 
    
    Incorporated by
reference to
Exhibit 10.3 to the
Trusts Quarterly
Report on Form 10-Q
for the period
ended June 30, 200610.41
    
    Form of Colonial Properties Trust Third
Amended and Restated Employee Share Option
and Restricted Share Plan Restricted Share
Agreement 
    
    Incorporated by
reference to
Exhibit 10.4 to the
Trusts Quarterly
Report on Form 10-Q
for the period
ended June 30, 200610.42
    
    Form of Colonial Properties Trust Third
Amended and Restated Employee Share Option
and Restricted Share Plan Share Option
Agreement 
    
    Incorporated by
reference to
Exhibit 10.5 to the
Trusts Quarterly
Report on Form 10-Q
for the period
ended June 30, 200610.43
    
    Summary of Incentive Program 
    
    Incorporated by
reference to
Exhibit 10.5 to the
Trusts Quarterly
Report on Form 10-Q
for the period
ended June 30, 200610.44
    
    2008 Omnibus Incentive Plan
    
    Incorporated by
reference to
Exhibit 10.44 to
the Trusts Annual
Report on Form 10-K
for the period
ending December 31,
200810.44.1
    
    Summary of 2009 Annual Incentive Plan 
    
    Incorporated by
reference to
Exhibit 10.1 to the
Trusts Quarterly
Report on Form 10-Q
for the period
ended June 30, 200910.44.2
    
    Form of Colonial Properties Trust
Non-Qualified Share Option Agreement
(Employee Form) 
    
    Incorporated by
reference to
Exhibit 10.1 to the
Trusts Current
Report on Form 8-K
filed with the SEC
on April 29, 200810.44.3
    
    Form of Colonial Properties Trust
Non-Qualified Share Option Agreement
(Trustee Form) 
    
    Incorporated by
reference to
Exhibit 10.2 to the
Trusts Current
Report on Form 8-K
filed with the SEC
on April 29, 200810.44.4
    
    Form of Colonial Properties Trust Restricted
Share Agreement (Employee Form) 
    
    Incorporated by
reference to
Exhibit 10.3 to the
Trusts Current
Report on Form 8-K
filed with the SEC
on April 29, 200810.44.5
    
    Form of Colonial Properties Trust Restricted
Share Agreement (Trustee Form) 
    
    Incorporated by
reference to
Exhibit 10.4 to the
Trusts Current
Report on Form 8-K
filed with the SEC
on April 29, 200810.45
    
    Consulting Agreement, dated as of December
30, 2008, among the Trust, CPSI and Weston
Andress 
    
    Incorporated by
reference to
Exhibit 10.45 to
the Trusts Annual
Report on Form 10-K
for the period
ending December 31,
200810.46
    
    Severance Agreement, dated as of December
30, 2008, among the Trust, CPSI and Weston
Andress 
    
    Incorporated by
reference to
Exhibit 10.46 to
the Trusts Annual
Report on Form 10-K
for the period
ending December 31,
200810.47
    
    Settlement Agreement and General Release,
dated as of March 31, 2008 between the Trust
and Charles McGehee 
    
    Incorporated by
reference to
Exhibit 10.47 to
the Trusts Annual
Report on Form 10-K
for the period
ending December 31,
200810.48
    
    Master Credit Facility Agreement by and
between CMF 15 Portfolio LLC, as Borrower,
CRLP, as Guarantor, and PNC ARCS LLC, as
Lender
    
    Incorporated by
reference to
Exhibit 10.1 to the
Trusts Current
Report on Form 8-K
filed with the SEC
on March 5, 2009
 176




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##### Table of Contents



Exhibit No.
    
    Exhibit
    
    Reference10.49
    
    Fixed Facility Note (Standard Maturity)
dated February 27, 2009, in the original
principal amount of $259 million made by CMF
15 Portfolio LLC to the order of PNC ARCS
LLC
    
    Incorporated by
reference to
Exhibit 10.2 to the
Trusts Current
Report on Form 8-K
filed with the SEC
on March 5, 200910.50
    
    Fixed Facility Note (Standard Maturity)
dated February 27, 2009, in the original
principal amount of $91 million made by CMF
15 Portfolio LLC to the order of PNC ARCS
LLC
    
    Incorporated by
reference to
Exhibit 10.3 to the
Trusts Current
Report on Form 8-K
filed with the SEC
on March 5, 200910.51
    
    Master Credit Facility Agreement by and
between CMF 7 Portfolio LLC, as Borrower,
CRLP, as Guarantor, and Grandbridge Real
Estate Capital LLC, as Lender.
    
    Incorporated by
reference to
Exhibit 10.1 to the
Trusts Current
Report on Form 8-K
filed with the SEC
on June 1, 200910.52
    
    Fixed Facility Note (Standard Maturity)
dated May 29, 2009, in the original
principal amount of $145.2 million made by
CMF 7 Portfolio LLC to the order of
Grandbridge Real Estate Capital LLC.
    
    Incorporated by
reference to
Exhibit 10.2 to the
Trusts Current
Report on Form 8-K
filed with the SEC
on June 1, 200910.53
    
    Fixed Facility Note (Standard Maturity)
dated May 29, 2009, in the original
principal amount of $11.2 million made by
CMF 7 Portfolio LLC to the order of
Grandbridge Real Estate Capital LLC.
    
    Incorporated by
reference to
Exhibit 10.3 to the
Trusts Current
Report on Form 8-K
filed with the SEC
on June 1, 200910.54
    
    Equity Distribution Agreement, dated May 22,
2009, by and among the Trust, CRLP and
Wachovia Capital Markets, LLC, as Agent
    
    Incorporated by
reference to
Exhibit 1.1 to the
Trusts Current
Report on Form 8-K
filed with the SEC
on May 22, 200910.55
    
    Purchase Agreement, dated as of
September 30, 2009, by and among the Trust,
the CRLP, and Merrill Lynch, Pierce, Fenner
& Smith Incorporated, Wells Fargo
Securities, LLC and UBS Securities LLC, as
representatives of the several underwriters
    
    Incorporated by
reference to
Exhibit 1.1 to the
Trusts Current
Report on Form 8-K
filed with the SEC
on October 2, 200910.56
    
    Agreement for Purchase of Membership
Interests, dated November 25, 2009, by and
among CRTP OP, LLC, ACP Fitness Center LLC,
Colonial Office JV LLC and Colonial
Properties Services, Inc.
    
    Filed herewith10.57
    
    Redemption of Membership Interests
Agreement, dated November 25, 2009, by and
among Colonial Office JV LLC, CRTP OP LLC
and DRA CRT Acquisition Corp.
    
    Filed herewith12.1
    
    Ratio of Earnings to Fixed Charges and Ratio
of Earnings to Combined Fixed Charges and
Preferred Share Distributions
    
    Filed herewith12.2
    
    Ration of Earnings to Fixed Charges for CRLP
    
    Filed herewith21.1
    
    List of Subsidiaries
    
    Filed herewith23.1
    
    Consent of Deloitte & Touche LLP
    
    Filed herewith23.2
    
    Consent of PricewaterhouseCoopers
LLP23.3
    
    Consent of Weiser LLP
    
    Filed herewith23.4
    
    Consent of PricewaterhouseCoopers LLP
    
    Filed herewith31.1
    
    Trust CEO Certification pursuant to Section
302 of the Sarbanes-Oxley Act of 2002
    
    Filed herewith31.2
    
    Trust CFO Certification pursuant to Section
302 of the Sarbanes-Oxley Act of 2002
    
    Filed herewith
 177




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##### Table of Contents



Exhibit No.
    
    Exhibit
    
    Reference31.3
    
    CRLP CEO Certification pursuant to Section
302 of the Sarbanes-Oxley Act of 2002
    
    Filed herewith31.4
    
    CRLP CFO Certification pursuant to Section
302 of the Sarbanes-Oxley Act of 2002
    
    Filed herewith32.1
    
    Trust CEO Certification pursuant to Section
906 of the Sarbanes-Oxley Act of 2002
    
    Filed herewith32.2
    
    Trust CFO Certification pursuant to Section
906 of the Sarbanes-Oxley Act of 2002
    
    Filed herewith32.3
    
    CRLP CEO Certification pursuant to Section
906 of the Sarbanes-Oxley Act of 2002
    
    Filed herewith32.4
    
    CRLP CFO Certification pursuant to Section
906 of the Sarbanes-Oxley Act of 2002
    
    Filed herewith
 
 
    
    Denotes a management contract or compensatory plan, contract or arrangement. 15(b)
    
    ExhibitsThe list of Exhibits filed with this report is set forth in response
to Item 15(a)(3). The required exhibit index has been filed with
the exhibits.15(c)
    
    Financial StatementsThe Trust and CRLP file as part of this report the financial statement schedules
listed on the financial statement schedule index at the end of this report.
 178




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##### Table of Contents



SIGNATURES
  Colonial Properties TrustBy:
    /s/ Thomas H. LowderThomas H. LowderChairman of the Board and

Chief Executive Officer  Signature/s/ Thomas H. Lowder

Thomas H. Lowder
    
    Chairman of the Board and Chief Executive Officer
(Principal Executive Officer)/s/ C. Reynolds Thompson, III

C. Reynolds Thompson, III
    
    President and Chief Financial Officer
(Principal Financial Officer)/s/ Bradley P. Sandidge

Bradley P. Sandidge
    
    Executive Vice President  Accounting

(Principal Accounting Officer)/s/ Carl F. Bailey

Carl F. Bailey
    
    Trustee/s/ M. Miller Gorrie

M. Miller Gorrie
    
    Trustee/s/ William M. Johnson

William M. Johnson
    
    Trustee/s/ Glade M. Knight

Glade M. Knight
    
    Trustee/s/ James K. Lowder

James K. Lowder
    
    Trustee/s/ Herbert A. Meisler

Herbert A. Meisler
    
    Trustee/s/ Claude B. Nielsen

Claude B. Nielsen
    
    Trustee/s/ Harold W. Ripps

Harold W. Ripps
    
    Trustee/s/ John W. Spiegel

John W. Spiegel
    
    Trustee
 179




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##### Table of Contents



SIGNATURES
  COLONIAL REALTY LIMITED PARTNERSHIP
         a Delaware limited partnership
By: Colonial Properties Trust, its general partnerBy:
    /s/ Thomas H. LowderThomas H. LowderChairman of the Board and
Chief Executive Officer  Signature/s/ Thomas H. Lowder

Thomas H. Lowder
    
    Chairman of the Board and Chief Executive Officer
(Principal Executive Officer)/s/ C. Reynolds Thompson, III

C. Reynolds Thompson, III
    
    President and Chief Financial Officer
(Principal Financial Officer)/s/ Bradley P. Sandidge

Bradley P. Sandidge
    
    Executive Vice President  Accounting
(Principal Accounting Officer)/s/ Carl F. Bailey

Carl F. Bailey
    
    Trustee/s/ M. Miller Gorrie

M. Miller Gorrie
    
    Trustee/s/ William M. Johnson

William M. Johnson
    
    Trustee/s/ Glade M. Knight

Glade M. Knight
    
    Trustee/s/ James K. Lowder

James K. Lowder
    
    Trustee/s/ Herbert A. Meisler

Herbert A. Meisler
    
    Trustee/s/ Claude B. Nielsen

Claude B. Nielsen
    
    Trustee/s/ Harold W. Ripps

Harold W. Ripps
    
    Trustee/s/ John W. Spiegel

John W. Spiegel
    
    Trustee
 180




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##### Table of Contents



Colonial Properties Trust
Index to Financial Statement Schedules
 S-1
    
    Consolidated Financial Statements of DRA/CLP Office LLC and
Subsidiaries for the Period from June 13, 2007 (Date of Inception)
through December 31, 2009, and Report of Independent Registered Public
Accounting FirmS-2
    
    Consolidated Financial Statements of OZ/CLP Retail LLC and
Subsidiaries for the Period from June 15, 2007 (Date of Inception)
through December 31, 2009, and Report of Independent Registered Public
Accounting FirmS-3
    
    Schedule II  Valuation and Qualifying Accounts and ReservesS-4
    
    Schedule III  Real Estate and Accumulated Depreciation
 181




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##### Table of Contents



Appendix S-1
 DRA/CLP Office LLC and Subsidiaries
Consolidated Financial Statements
For the Years Ended December 31, 2009 and 2008 (Not Covered By the
Report Included Herein), and the Period from June 13, 2007 (Inception) to
December 31, 2007




---



##### 



DRA/CLP Office LLC and Subsidiaries
Contents
Consolidated Financial Statements
For the Years Ended December 31, 2009 and 2008, and
the Period from June 13, 2007
(Inception) to December 31, 2007
 Page(s)Report of Independent Registered Public Accounting Firm
    
    
    2Consolidated Financial Statements:Balance Sheets
    
    
    3Statements of Operations
    
    
    4Statements of Changes in Temporary Equity and Equity
    
    
    5Statements of Cash Flows
    
    
    6Notes to Consolidated Financial Statements
    
    
    7-16
  1




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##### Table of Contents



Report of Independent Registered Public Accounting Firm
 
      
 2




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##### Table of Contents



DRA/CLP Office LLC and Subsidiaries
 
 Consolidated Balance Sheets
 December 31, 2009 and 2008 (Not Covered by the Report Included Herein)
 (in thousands)
 2009
    
    
    2008ASSETSReal estate investmentsLand
    
    $
    83,029
    
    
    $
    83,029Land improvements
    
    
    97,735
    
    
    
    97,650Buildings and improvements
    
    
    645,526
    
    
    
    643,005Tenant improvements
    
    
    61,457
    
    
    
    58,173887,747
    
    
    
    881,857Accumulated depreciation and amortization
    
    
    75,786
    
    
    
    45,393Total real estate
    
    
    811,961
    
    
    
    836,464Cash and cash equivalents
    
    
    16,358
    
    
    
    23,451Restricted cash
    
    
    1,848
    
    
    
    Tenant receivables, net of allowance for doubtful accounts of $944 in 2009 and $1,265 in 2008
    
    
    1,728
    
    
    
    4,403Prepaid expenses and other assets
    
    
    1,008
    
    
    
    857In-place leases, net of accumulated amortization of $19,986 in 2009 and $12,327 in 2008
    
    
    20,852
    
    
    
    29,121Deferred financing and leasing costs, net of accumulated amortization of $15,699 in 2009 and $9,071 in 2008
    
    
    22,747
    
    
    
    26,904Deferred rent receivable, net of allowance for doubtful accounts of $459 in 2009 and $326 in 2008
    
    
    8,723
    
    
    
    6,197Total assets
    
    $
    885,225
    
    
    $
    927,397LIABILITIESMortgage payable
    
    $
    741,907
    
    
    $
    741,907Acquired net below market leases, net of accumulated amortization of $3,826 in 2009 and $2,422 in 2008
    
    
    11,900
    
    
    
    14,193Accounts payable, accrued expenses and other liabilities
    
    
    4,322
    
    
    
    4,770Interest payable
    
    
    3,584
    
    
    
    3,584Accrued real estate taxes payable
    
    
    1,957
    
    
    
    2,200Advance rents and security deposits
    
    
    5,937
    
    
    
    6,781Total liabilities
    
    
    769,607
    
    
    
    773,435Commitment and contingenciesTEMPORARY EQUITYRedeemable common units at redemption value  Colonial
    
    
    5,563
    
    
    
    11,126Redeemable common units at redemption value  Rollover LPs
    
    
    6,236
    
    
    
    6,51911,799
    
    
    
    17,645Equity  Nonredeemable common units
    
    
    103,819
    
    
    
    136,317Total liabilities, temporary equity and equity
    
    $
    885,225
    
    
    $
    927,397
  3




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DRA/CLP Office LLC and Subsidiaries
 
 Consolidated Statements of Operations
 For the Years Ended December 31, 2009 and 2008 (Not Covered by the Report Included Herein)
 and the Period from June 13, 2007 (Inception) to December 31, 2007
 (in thousands)
 For the Period FromJune 13.2007(Not Covered by the Report Included Herein)
    
    
    (Inception) to2009
    
    
    2008
    
    
    December 31,2007RevenuesRent
    
    $
    94,643
    
    
    $
    98,591
    
    
    $
    54,106Tenant escalations
    
    
    10,598
    
    
    
    12,538
    
    
    
    6,296Other
    
    
    5,960
    
    
    
    6,316
    
    
    
    2,410Total revenues
    
    
    111,201
    
    
    
    117,445
    
    
    
    62,812Property operating expensesGeneral operating expenses
    
    
    15,105
    
    
    
    15,770
    
    
    
    8,290Management fees paid to affiliate
    
    
    4,198
    
    
    
    4,390
    
    
    
    2,384Repairs and maintenance
    
    
    9,875
    
    
    
    11,073
    
    
    
    5,114Taxes, licenses and insurance
    
    
    12,421
    
    
    
    13,638
    
    
    
    8,258General and administrative
    
    
    2,201
    
    
    
    2,467
    
    
    
    1,424Depreciation and amortization
    
    
    47,171
    
    
    
    46,495
    
    
    
    23,670Total property operating expenses
    
    
    90,971
    
    
    
    93,833
    
    
    
    49,140Income from operations
    
    
    20,230
    
    
    
    23,612
    
    
    
    13,672Other income (expense)Interest expense
    
    
    (42,199
    )
    
    
    (42,315
    )
    
    
    (22,662
    )Interest income
    
    
    104
    
    
    
    811
    
    
    
    743Total other income (expense)
    
    
    (42,095
    )
    
    
    (41,504
    )
    
    
    (21,919
    )Loss from continuing operations
    
    
    (21,865
    )
    
    
    (17,892
    )
    
    
    (8,247
    )Income from discontinued operations
    
    
    
    
    
    
    
    
    
    
    6,565Net loss
    
    $
    (21,865
    )
    
    $
    (17,892
    )
    
    $
    (1,682
    )
  4




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DRA/CLP Office LLC and Subsidiaries
 
 Consolidated Statement of Changes in Temporary Equity and Equity
 For the Years Ended December 31, 2009 and 2008 (Not Covered By the Report Included Herein)
 and the Period from June 13, 2007 (Inception) to December 31, 2007
 (in thousands)
 Equity
    
    
    Temporary EquityG&I VIInvestmentDRA/CLP Office,
    
    
    Colonial OfficeLLC
    
    
    Holdings, LLC
    
    
    Rollover LPs
    
    
    TotalBalance  June 13, 2007
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Issuance of redeemable common units for real estate
    
    
    
    
    
    
    81,446
    
    
    
    68,589
    
    
    
    150,035Cash proceeds from issuance of nonredeemable common units
    
    
    392,938
    
    
    
    
    
    
    
    
    
    
    
    Distributions
    
    
    (251,175
    )
    
    
    (52,062
    )
    
    
    (43,844
    )
    
    
    (95,906
    )Net loss
    
    
    (1,217
    )
    
    
    (252
    )
    
    
    (213
    )
    
    
    (465
    )Change in redemption value of redeemable common units
    
    
    (5,151
    )
    
    
    3,083
    
    
    
    2,068
    
    
    
    5,151Balance  December 31, 2007
    
    
    135,395
    
    
    
    32,215
    
    
    
    26,600
    
    
    
    58,815Purchase and sale of redeemable common units between unitholders
    
    
    1,581
    
    
    
    
    
    
    
    (1,581
    )
    
    
    (1,581
    )Distributions
    
    
    (16,268
    )
    
    
    (3,353
    )
    
    
    (2,735
    )
    
    
    (6,088
    )Net loss
    
    
    (13,048
    )
    
    
    (2,684
    )
    
    
    (2,160
    )
    
    
    (4,844
    )Change in redemption value of redeemable common units
    
    
    28,657
    
    
    
    (15,052
    )
    
    
    (13,605
    )
    
    
    (28,657
    )Balance  December 31, 2008
    
    
    136,317
    
    
    
    11,126
    
    
    
    6,519
    
    
    
    17,645Purchase and sale of redeemable common units between unitholders
    
    
    39
    
    
    
    
    
    
    
    (39
    )
    
    
    (39
    )Distributions
    
    
    (12,077
    )
    
    
    (2,472
    )
    
    
    (1,930
    )
    
    
    (4,402
    )Net loss
    
    
    (16,027
    )
    
    
    (3,280
    )
    
    
    (2,558
    )
    
    
    (5,838
    )Change in redemption value of redeemable common units
    
    
    (4,433
    )
    
    
    189
    
    
    
    4,244
    
    
    
    4,433Balance  December 31, 2009
    
    $
    103,819
    
    
    $
    5,563
    
    
    $
    6,236
    
    
    $
    11,799
  5




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##### Table of Contents



DRA/CLP Office LLC and Subsidiaries
 
 Consolidated Statements of Cash Flows
 For the Years Ended December 31, 2009 and 2008 (Not Covered By the Report Included Herein)
 and for the Period from June 13, 2007 (Inception) to December 31, 2007
 (in thousands)
 For the Period from June13, 2007 (Inception) to2009
    
    
    2008
    
    
    December 31, 2007Cash flows from operating activitiesNet loss
    
    $
    (21,865
    )
    
    $
    (17,892
    )
    
    $
    (1,682
    )Adjustments to reconcile net loss to net cash provided by
operating activities:Depreciation and amortization
    
    
    47,171
    
    
    
    46,495
    
    
    
    23,670Amortization of above and below market leases
    
    
    (2,293
    )
    
    
    (1,890
    )
    
    
    (1,177
    )Deferred rent receivable
    
    
    (2,527
    )
    
    
    (3,506
    )
    
    
    (3,082
    )Bad debt expense
    
    
    (320
    )
    
    
    898
    
    
    
    367Increase (decrease) in cash attributable to changes in operating assets
and liabilities, net of effects of real estate portfolio purchase in 2007Tenant and other receivables
    
    
    2,995
    
    
    
    (2,462
    )
    
    
    (3,206
    )Prepaid expenses and other assets
    
    
    (151
    )
    
    
    31
    
    
    
    411Accounts payable, accrued expenses and other liabilities
    
    
    (448
    )
    
    
    712
    
    
    
    (3,716
    )Payable to members
    
    
    
    
    
    
    (4,937
    )
    
    
    4,937Interest payable
    
    
    
    
    
    
    
    
    
    
    3,584Accrued real estate taxes payable
    
    
    (243
    )
    
    
    178
    
    
    
    (2,851
    )Advanced rents and security deposits
    
    
    (843
    )
    
    
    (266
    )
    
    
    (2,053
    )Net cash provided by operating activities
    
    
    21,476
    
    
    
    17,361
    
    
    
    15,202Cash flows from investing activitiesCash paid in acquisition, net of cash acquired
    
    
    
    
    
    
    
    
    
    
    (972,086
    )Net cash
deposited in restricted account
    
    
    (1,848
    )
    
    
    
    
    
    
    Capital expenditures
    
    
    (7,099
    )
    
    
    (8,541
    )
    
    
    (6,967
    )Net proceeds from disposition of real estate
    
    
    
    
    
    
    
    
    
    
    218,942Leasing costs paid
    
    
    (3,143
    )
    
    
    (2,529
    )
    
    
    (1,772
    )Net cash used in investing activities
    
    
    (12,090
    )
    
    
    (11,070
    )
    
    
    (761,883
    )Cash flows from financing activitiesProceeds from mortgage notes payable
    
    
    
    
    
    
    
    
    
    
    741,907Repayment of loans from members
    
    
    
    
    
    
    
    
    
    
    (15,005
    )Proceeds from loans from members
    
    
    
    
    
    
    
    
    
    
    15,005Proceeds from issuance of nonredeemable common units
    
    
    
    
    
    
    
    
    
    
    392,938Distributions paid to equity member
    
    
    (12,077
    )
    
    
    (16,268
    )
    
    
    (251,175
    )Distributions paid to temporary equity members
    
    
    (4,402
    )
    
    
    (6,088
    )
    
    
    (95,906
    )Deferred loan costs paid
    
    
    
    
    
    
    
    
    
    
    (1,567
    )Net cash (used in) provided by financing activities
    
    
    (16,479
    )
    
    
    (22,356
    )
    
    
    786,197Net (decrease) increase in cash and cash equivalents
    
    
    (7,093
    )
    
    
    (16,065
    )
    
    
    39,516Cash and cash equivalents at beginning of year
    
    
    23,451
    
    
    
    39,516
    
    
    
    Cash and cash equivalents at end of year
    
    $
    16,358
    
    
    $
    23,451
    
    
    $
    39,516Supplemental disclosures of cash flow informationCash paid during the year for:Interest
    
    $
    42,199
    
    
    $
    42,315
    
    
    $
    19,299Supplemental information of non-cash investing and financing activities:Issuance of redeemable common units for real estate
    
    $
    
    
    
    $
    
    
    
    $
    150,035
  6




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##### Table of Contents



DRA/CLP Office LLC and Subsidiaries
 
 Notes to Consolidated Financial Statements
 For the Years Ended December 31, 2009 and 2008 (Not Covered By the Report Included Herein), and
 the Period from June 13, 2007 (Inception) to December 31, 2007
 1. Organization
    Operating Agreement
  2. Summary of Significant Accounting Policies
 FASB Accounting Standards Codification
 7




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##### Table of Contents



DRA/CLP Office LLC and Subsidiaries
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2009 and 2008 (Not Covered By the Report Included Herein), and
the Period from June 13, 2007 (Inception) to December 31, 2007
 Principles of Consolidation
 Real Estate Investments 
 Depreciation and Amortization  .
 Deferred Financing and Leasing Costs
  (in thousands)
    
    December 31,2009
    
    
    2008Financing costs
    
    $
    1,567
    
    
    $
    1,567Leasing costs
    
    
    36,879
    
    
    
    34,40838,446
    
    
    
    35,975Less accumulated amortization
    
    
    15,699
    
    
    
    9,071$
    22,747
    
    
    $
    26,904
  8




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##### Table of Contents



DRA/CLP Office LLC and Subsidiaries
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2009 and 2008 (Not Covered By the Report Included Herein), and
the Period from June 13, 2007 (Inception) to December 31, 2007
 (in thousands)2010
    
    $
    4,8952011
    
    
    3,5122012
    
    
    2,2762013
    
    
    1,9212014
    
    
    1,243Thereafter
    
    
    2,610$
    16,457
 Impairment and Disposal of Long-Lived Assets
 Revenue Recognition
  Tenant Receivables and Allowances for Doubtful Accounts 
 Cash and Cash Equivalents
 Restricted Cash
 9




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##### Table of Contents



DRA/CLP Office LLC and Subsidiaries
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2009 and 2008 (Not Covered By the Report Included Herein), and
the Period from June 13, 2007 (Inception) to December 31, 2007
 Income Taxes
 Fair Value Measurements
   Fair Value of Financial Instruments
 Estimates
 Redeemable Common Units 
 Accounting Pronouncements Recently Adopted 
 10




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##### Table of Contents



DRA/CLP Office LLC and Subsidiaries
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2009 and 2008 (Not Covered By the Report Included Herein), and
the Period from June 13, 2007 (Inception) to December 31, 2007
  3. Business Combination
  (in thousands)Property, plant and equipment
    
    $
    871,458Acquired intangibles
    
    
    57,087Prepaid expenses and other assets
    
    
    1,299Assets held for sale
    
    
    209,087Accrued real estate taxes and other liabilities
    
    
    (7,710
    )Advance rents
    
    
    (6,843
    )Tenant security deposits and other liabilities
    
    
    (2,257
    )Total purchase price, net of cash acquired
    
    $
    1,122,121
  (1)
    
    Cash of approximately $972 million arising from the issuance of
nonredeemable common units and proceeds from mortgage payable(2)
    
    Redeemable common units issued with a fair value of approximately $150
million
  11




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##### Table of Contents



DRA/CLP Office LLC and Subsidiaries
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2009 and 2008 (Not Covered By the Report Included Herein), and
the Period from June 13, 2007 (Inception) to December 31, 2007
 4. In-Place and Acquired Net Below-Market Leases
   (in thousands)AcquiredIn-Place
    
    
    Net BelowFor the Year Ended December 31,
    
    Leases
    
    
    Market Leases2010
    
    $
    7,327
    
    
    $
    2,0632011
    
    
    4,251
    
    
    
    2,4502012
    
    
    2,023
    
    
    
    1,7462013
    
    
    1,748
    
    
    
    1,5302014
    
    
    1,316
    
    
    
    1,338Thereafter
    
    
    4,187
    
    
    
    2,773$
    20,852
    
    
    $
    11,900
 5. Mortgage Payable
  6. Discontinued Operations
  12




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##### Table of Contents



DRA/CLP Office LLC and Subsidiaries
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2009 and 2008 (Not Covered By the Report Included Herein), and
the Period from June 13, 2007 (Inception) to December 31, 2007
  (in thousands)Rental revenue
    
    $
    10,115General operating expenses
    
    
    (1,274
    )Taxes, licenses and insurance
    
    
    (642
    )Management fees paid to affiliates
    
    
    (410
    )Repairs and maintenance
    
    
    (783
    )General and administrative
    
    
    (221
    )Interest expense
    
    
    (220
    )Income from discontinued operations
    
    $
    6,565
 7. Leases
   (in thousands)2010
    
    $
    84,7602011
    
    
    74,2072012
    
    
    53,3192013
    
    
    38,3522014
    
    
    31,492Thereafter
    
    
    53,934$
    336,064
 8. Commitments and Contingencies
  Property Lockout Period
  13




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##### Table of Contents



DRA/CLP Office LLC and Subsidiaries
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2009 and 2008 (Not Covered By the Report Included Herein), and
the Period from June 13, 2007 (Inception) to December 31, 2007
 Tax Protection
    9. Redeemable Common Units
 Rollover LP Put Rights
  Rollover LP Redemption in Kind
  14




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##### Table of Contents



DRA/CLP Office LLC and Subsidiaries
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2009 and 2008 (Not Covered By the Report Included Herein), and
the Period from June 13, 2007 (Inception) to December 31, 2007
  Colonial Office Holdings Put Right
  10. Related Party Transactions
     15




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##### Table of Contents



DRA/CLP Office LLC and Subsidiaries
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2009 and 2008 (Not Covered By the Report Included Herein), and
the Period from June 13, 2007 (Inception) to December 31, 2007
     11. Subsequent Events
   16




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##### Table of Contents



Appendix S-2
 OZ/CLP Retail LLC and Subsidiaries
Consolidated Financial Statements
For the Periods Ended December 31, 2009, 2008 and 2007




---



##### 



OZ/CLP Retail LLC and Subsidiaries
Contents
Consolidated Financial Statements
For the Periods Ended December 31, 2009, 2008 (Not Covered by the Report Included Herein) and 2007
 Page(s)Independent Auditors Report
    
    
    1Consolidated Financial Statements:Balance Sheets
    
    
    2Statements of Operations
    
    
    3Statements of Members Equity and Temporary Equity
    
    
    4Statements of Cash Flows
    
    
    5Notes to Consolidated Financial Statements
    
    
    6-16




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##### Table of Contents



Report of Independent Registered Public Accounting Firm
   
 1




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##### Table of Contents



OZ/CLP Retail LLC and Subsidiaries
 
 Consolidated Balance Sheets
As of December 31, 2009 and 2008  (in thousands)
 (Not Covered by the
    
    
    (Not Covered by theReport Included
    
    
    Report IncludedHerein) 2009
    
    
    Herein) 2008ASSETSLand, buildings and equipment, net
    
    $
    280,656
    
    
    $
    324,738Cash
    
    
    2,982
    
    
    
    3,230Restricted cash
    
    
    2,813
    
    
    
    2,217Accounts receivable, net
    
    
    1,616
    
    
    
    2,095Deferred lease costs, net
    
    
    4,824
    
    
    
    7,014Deferred mortgage costs, net
    
    
    535
    
    
    
    738In place leases, net
    
    
    12,128
    
    
    
    16,404Acquired above market leases, net
    
    
    4,344
    
    
    
    6,085Other assets
    
    
    1,264
    
    
    
    1,068Total assets
    
    $
    311,162
    
    
    $
    363,589LIABILITIES, TEMPORARY EQUITY and MEMBERS EQUITYMortgages payable
    
    $
    246,073
    
    
    $
    284,000Accounts payable and accrued expenses
    
    
    2,087
    
    
    
    1,672Unpaid redemption value of redeeming Rollover LP members
    
    
    
    
    
    
    8,713Accrued interest
    
    
    1,057
    
    
    
    1,245Acquired below market leases, net
    
    
    11,093
    
    
    
    14,272Tenant deposits
    
    
    422
    
    
    
    420Unearned rent
    
    
    702
    
    
    
    1,121Total liabilities
    
    
    261,434
    
    
    
    311,443COMMITMENTS AND CONTINGENCIES (NOTE 7)TEMPORARY EQUITY  REDEEMABLE COMMON UNITSRedeemable common units (Redemption value of $118)
    
    
    118
    
    
    
    137EQUITY  NONREDEEMABLE COMMON UNITS
    
    
    49,610
    
    
    
    52,009Total liabilities, temporary equity and members equity
    
    $
    311,162
    
    
    $
    363,589
  2




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##### Table of Contents



OZ/CLP Retail LLC and Subsidiaries
 
 Consolidated Statements of Operations
For the Periods Ended December 31, 2009, 2008 and 2007  (in thousands)
 (Not Covered by the
    
    
    (Not Covered by theReport Included
    
    
    Report Included
    
    
    For the PeriodHerein) For the
    
    
    Herein) For the
    
    
    From June 15, 2007Period Ended
    
    
    Period Ended
    
    
    (Inception) toDecember 31, 2009
    
    
    December 31, 2008
    
    
    December 31, 2007RevenuesRent
    
    $
    23,600
    
    
    $
    23,835
    
    
    $
    13,021Percentage rent
    
    
    36
    
    
    
    51
    
    
    
    18Tenant recoveries
    
    
    5,820
    
    
    
    6,092
    
    
    
    3,250Other
    
    
    652
    
    
    
    722
    
    
    
    396Total revenues
    
    
    30,108
    
    
    
    30,700
    
    
    
    16,685Property operating expensesGeneral operating expenses
    
    
    1,276
    
    
    
    1,270
    
    
    
    601Management fees paid to affiliate
    
    
    1,111
    
    
    
    992
    
    
    
    620Repairs and maintenance
    
    
    1,896
    
    
    
    2,083
    
    
    
    1,110Taxes, licenses and insurance
    
    
    3,760
    
    
    
    3,692
    
    
    
    1,935General and administrative
    
    
    824
    
    
    
    667
    
    
    
    417Depreciation
    
    
    8,722
    
    
    
    8,424
    
    
    
    5,261Amortization
    
    
    5,191
    
    
    
    6,772
    
    
    
    3,128Total property operating expenses
    
    
    22,780
    
    
    
    23,900
    
    
    
    13,072Income from operations
    
    
    7,328
    
    
    
    6,800
    
    
    
    3,613Other income (expense)Interest expense
    
    
    (16,464
    )
    
    
    (16,422
    )
    
    
    (8,683
    )Interest income
    
    
    9
    
    
    
    85
    
    
    
    52Total other expense
    
    
    (16,455
    )
    
    
    (16,337
    )
    
    
    (8,631
    )Loss from continuing operations
    
    
    (9,127
    )
    
    
    (9,537
    )
    
    
    (5,018
    )Discontinued operationsIncome (loss) from discontinued operations
    
    
    60
    
    
    
    (379
    )
    
    
    (296
    )Gain on disposal of discontinued operations
    
    
    863
    
    
    
    
    
    
    
    Income (loss) from discontinued operations
    
    
    923
    
    
    
    (379
    )
    
    
    (296
    )Net loss
    
    $
    (8,204
    )
    
    $
    (9,916
    )
    
    $
    (5,314
    )
  3




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##### Table of Contents



OZ/CLP Retail LLC and Subsidiaries
 
 Consolidated Statements of Members Equity and Temporary Equity
For the Periods Ended December 31, 2009, 2008 (Not Covered by the Report Included Herein) and 2007  (in thousands)
 Equity
    
    
    TemporaryColonial Retail
    
    
    
    
    
    
    EquityOZRE Retail LLC
    
    
    Holdings LLC
    
    
    Total
    
    
    Rollover LPsBalance  Beginning of Period  June 15, 2007 (Inception)
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Issuance of redeemable common units
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21,617Issuance of nonredeemable common units
    
    
    125,248
    
    
    
    25,917
    
    
    
    151,165
    
    
    
    Distributions
    
    
    (68,025
    )
    
    
    (14,076
    )
    
    
    (82,101
    )
    
    
    (11,741
    )Net loss
    
    
    (3,852
    )
    
    
    (797
    )
    
    
    (4,649
    )
    
    
    (665
    )Change in redemption value of
redeemable common units
    
    
    (528
    )
    
    
    (110
    )
    
    
    (638
    )
    
    
    638Balance  December 31, 2007
    
    $
    52,843
    
    
    $
    10,934
    
    
    $
    63,777
    
    
    $
    9,849Redemption of redeemable common units
    
    $
    (614
    )
    
    $
    (127
    )
    
    $
    (741
    )
    
    $
    (8,368
    )Distributions
    
    
    (1,851
    )
    
    
    (383
    )
    
    
    (2,234
    )
    
    
    (221
    )Net loss
    
    
    (7,804
    )
    
    
    (1,615
    )
    
    
    (9,419
    )
    
    
    (497
    )Change in redemption value of
redeemable common units
    
    
    517
    
    
    
    109
    
    
    
    626
    
    
    
    (626
    )Balance  December 31, 2008
    
    $
    43,091
    
    
    $
    8,918
    
    
    $
    52,009
    
    
    $
    137Distributions
    
    $
    (1,072
    )
    
    $
    (222
    )
    
    $
    (1,294
    )
    
    $
    (7
    )Contributions
    
    
    
    
    
    
    7,087
    
    
    
    7,087Net loss
    
    
    (6,781
    )
    
    
    (1,403
    )
    
    
    (8,184
    )
    
    
    (20
    )Transfer value of nonredeemable
common units
    
    
    14,380
    
    
    
    (14,380
    )
    
    
    
    
    
    
    Change in redemption value of
redeemable common units
    
    
    (8
    )
    
    
    
    
    
    
    (8
    )
    
    
    8Balance  December 31, 2009
    
    $
    49,610
    
    
    $
    
    
    
    $
    49,610
    
    
    $
    118
  4




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##### Table of Contents



OZ/CLP Retail LLC and Subsidiaries
 
 Consolidated Statements of Cash Flows
For the Periods Ended December 31, 2009, 2008 and 2007  (in thousands)
 (Not Covered by the
    
    
    (Not Covered by theReport Included
    
    
    Report Included
    
    
    For the PeriodHerein) For the
    
    
    Herein) For the
    
    
    From June 15, 2007Period Ended
    
    
    Period Ended
    
    
    (Inception) toDecember 31, 2009
    
    
    December 31, 2008
    
    
    December 31, 2007Cash flows from operating activitiesNet loss
    
    $
    (8,204
    )
    
    $
    (9,916
    )
    
    $
    (5,314
    )Adjustments to reconcile net loss to net cash
provided by operating activities:Depreciation and amortization
    
    
    15,123
    
    
    
    16,460
    
    
    
    9,166Above/Below market amortization
    
    
    (1,246
    )
    
    
    (961
    )
    
    
    (514
    )Gain from sale of property
    
    
    (863
    )
    
    
    
    
    
    
    Bad debt expense
    
    
    519
    
    
    
    210
    
    
    
    123Changes in operating assets and liabilitiesAccounts receivable
    
    
    (264
    )
    
    
    (957
    )
    
    
    (574
    )Other assets
    
    
    (453
    )
    
    
    (368
    )
    
    
    (469
    )Accounts payable and accrued expenses
    
    
    415
    
    
    
    (91
    )
    
    
    (631
    )Accrued interest
    
    
    248
    
    
    
    309
    
    
    
    1,245Tenant deposits
    
    
    2
    
    
    
    (22
    )
    
    
    (110
    )Unearned rent
    
    
    (419
    )
    
    
    (51
    )
    
    
    (10
    )Net cash provided by operating activities
    
    
    4,858
    
    
    
    4,613
    
    
    
    2,912Cash flows from investing activitiesCash paid in acquisition, net of cash acquired
    
    
    
    
    
    
    
    
    
    
    (311,219
    )Proceeds from sale of property, net of selling costs
    
    
    37,735
    
    
    
    
    
    
    
    Restricted cash
    
    
    (596
    )
    
    
    (335
    )
    
    
    (1,882
    )Capital expenditures
    
    
    (1,304
    )
    
    
    (1,121
    )
    
    
    (276
    )Leasing costs paid
    
    
    (421
    )
    
    
    (682
    )
    
    
    (86
    )Net cash provided by (used in) investing activities
    
    
    35,414
    
    
    
    (2,138
    )
    
    
    (313,463
    )Cash flows from financing activitiesBorrowing of long-term debt
    
    
    
    
    
    
    
    
    
    
    284,000Repayment of long-term debt
    
    
    (37,927
    )
    
    
    
    
    
    
    Repayment of loans to members
    
    
    
    
    
    
    
    
    
    
    (4,952
    )Proceeds from loans of members
    
    
    
    
    
    
    
    
    
    
    4,952Proceeds from issuance of nonredeemable common units
    
    
    
    
    
    
    
    
    
    
    125,248Contributions received from equity members
    
    
    7,087
    
    
    
    
    
    
    
    Distributions paid to equity members
    
    
    (1,294
    )
    
    
    (2,234
    )
    
    
    (82,101
    )Distributions paid to temporary equity members
    
    
    (7
    )
    
    
    (221
    )
    
    
    (11,741
    )Repayment of redemption value to redeeming Rollover LP members
    
    
    (8,379
    )
    
    
    (705
    )
    
    
    Deferred loan costs
    
    
    
    
    
    
    
    
    
    
    (940
    )Net cash (used in) provided by financing activities
    
    
    (40,520
    )
    
    
    (3,160
    )
    
    
    314,466(Decrease) Increase in cash
    
    
    (248
    )
    
    
    (685
    )
    
    
    3,915CashBeginning of period
    
    
    3,230
    
    
    
    3,915
    
    
    
    End of period
    
    $
    2,982
    
    
    $
    3,230
    
    
    $
    3,915Supplemental disclosure of cash flow informationCash paid during the year for interest
    
    $
    18,175
    
    
    $
    18,223
    
    
    $
    8,503Supplemental information of non-cash investing and financing activitiesIssuance of redeemable common units for real estate
    
    $
    
    
    
    $
    
    
    
    $
    47,534Redemption value of redeemable common units to Rollover LP members
    
    $
    
    
    
    $
    (9,109
    )
    
    $
    Discount on redemption value of redeeming Rollover LP members
    
    $
    770
    
    
    $
    
    
    
    $
    
  5




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##### Table of Contents



OZ/CLP Retail LLC and Subsidiaries
 
 Notes to the Consolidated Financial Statements  For the Periods Ended December 31, 2009, 2008 (Not Covered by the Report Included Herein)  and 2007
 1. Organization and Basis of Presentation
    Discontinued Operations, Income (loss) from discontinued operations
  6




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##### Table of Contents



OZ/CLP Retail LLC and Subsidiaries
 Notes to the Consolidated Financial Statements  For the Periods Ended December 31, 2009, 2008 (Not Covered by the Report Included Herein)  and 2007
 Operating Agreement  
    2. Summary of Significant Accounting Policies
 Principles of Consolidation
 Land,
Buildings and Equipment  .
 7




---



##### Table of Contents



OZ/CLP Retail LLC and Subsidiaries
 Notes to the Consolidated Financial Statements  For the Periods Ended December 31, 2009, 2008 (Not Covered by the Report Included Herein)  and 2007
 Real Estate Sales Investments  Equity Method and
Joint Ventures
   (in thousands)December 31, 2009
    
    
    December 31, 2008Land
    
    $
    51,779
    
    
    $
    58,173Buildings and improvements
    
    
    230,063
    
    
    
    256,899Land improvements
    
    
    20,528
    
    
    
    24,507302,370
    
    
    
    339,579Accumulated depreciation
    
    
    (21,714
    )
    
    
    (14,841
    )$
    280,656
    
    
    $
    324,738
 Income (loss) from discontinued
operations
 Acquisition of Real Estate Assets  Business Combinations Determining Whether
a Non-Monetary Transaction Involves Receipt of Productive Assets or of a Business,
   8




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##### Table of Contents



OZ/CLP Retail LLC and Subsidiaries
 Notes to the Consolidated Financial Statements  For the Periods Ended December 31, 2009, 2008 (Not Covered by the Report Included Herein)  and 2007
     Cash and Cash Equivalents
  Restricted Cash 
 Accounts
Receivable and Allowance for Doubtful Accounts 
 9




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##### Table of Contents



OZ/CLP Retail LLC and Subsidiaries
 Notes to the Consolidated Financial Statements  For the Periods Ended December 31, 2009, 2008 (Not Covered by the Report Included Herein)  and 2007
 Deferred
Lease Costs and Mortgage Costs
 (in thousands)2009
    
    
    2008Financing Costs
    
    $
    940
    
    
    $
    940Leasing Costs
    
    
    9,295
    
    
    
    9,14310,235
    
    
    
    10,083Less Accumulated Amortization
    
    
    4,876
    
    
    
    2,331$
    5,359
    
    
    $
    7,752
 Impairment and Disposal of Long-Lived Assets Impairment or Disposal of Long-Lived Assets
 Revenue Recognition
  Income
Taxes
 Assets and Liabilities Measured at Fair Value Fair Value
Measurements and Disclosures
 10




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##### Table of Contents



OZ/CLP Retail LLC and Subsidiaries
 Notes to the Consolidated Financial Statements  For the Periods Ended December 31, 2009, 2008 (Not Covered by the Report Included Herein)  and 2007
    Fair Value of Financial Instruments
 Estimates
 Redeemable
Common Units  Classification and
Measurement of Redeemable Securities
 Accounting
Pronouncements Recently Adopted Subsequent Events Subsequent Events
 11




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##### Table of Contents



OZ/CLP Retail LLC and Subsidiaries
 Notes to the Consolidated Financial Statements  For the Periods Ended December 31, 2009, 2008 (Not Covered by the Report Included Herein)  and 2007
  3. Business Combination
  (in thousands)Accounts receivable
    
    $
    897Property, plant and equipment
    
    
    338,652Acquired intangibles
    
    
    23,101Prepaid and other assets
    
    
    231Accrued expenses and accounts payable
    
    
    (2,394
    )Unearned rent
    
    
    (1,182
    )Tenant deposits and other liabilities
    
    
    (552
    )Total purchase price, net of cash acquired
    
    $
    358,753
 Business
Combinations
 12




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##### Table of Contents



OZ/CLP Retail LLC and Subsidiaries
 Notes to the Consolidated Financial Statements  For the Periods Ended December 31, 2009, 2008 (Not Covered by the Report Included Herein)  and 2007
 4. Intangibles
   (in thousands)
    
    In-Place
    
    
    Above (Below)For the Year Ended December 31,
    
    Lease
    
    
    Market Leases2010
    
    $
    2,897
    
    
    $
    (1,027
    )2011
    
    
    2,041
    
    
    
    (1,064
    )2012
    
    
    1,462
    
    
    
    (988
    )2013
    
    
    1,183
    
    
    
    (888
    )2014
    
    
    1,055
    
    
    
    (834
    )Thereafter
    
    
    3,490
    
    
    
    (1,948
    )$
    12,128
    
    
    $
    (6,749
    )
 5. Mortgage Payable
  6. Leases
  13




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##### Table of Contents



OZ/CLP Retail LLC and Subsidiaries
 Notes to the Consolidated Financial Statements  For the Periods Ended December 31, 2009, 2008 (Not Covered by the Report Included Herein)  and 2007
 For the Year Ended December 31,
    

    (in thousands)2010
    
    $
    20,3322011
    
    
    16,7502012
    
    
    13,4972013
    
    
    11,2012014
    
    
    9,200Thereafter
    
    
    30,293$
    101,273
 7. Commitments and Contingencies
  Tax Protection
  
 8. Redeemable Common Units
 Rollover LP Put Rights
  14




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##### Table of Contents



OZ/CLP Retail LLC and Subsidiaries
 Notes to the Consolidated Financial Statements  For the Periods Ended December 31, 2009, 2008 (Not Covered by the Report Included Herein)  and 2007
     Rollover LP Redemption in Kind
  9. Related Party Transactions
  15




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##### Table of Contents



OZ/CLP Retail LLC and Subsidiaries
 Notes to the Consolidated Financial Statements  For the Periods Ended December 31, 2009, 2008 (Not Covered by the Report Included Herein)  and 2007
   10. Subsequent Events
    16




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##### Table of Contents



Appendix
S-3
 Schedule II  Valuation and Qualifying Accounts and Reserves
 Beginning Balance
    
    Charged to
    
    Charged to Other
    
    
    
    
    
    Balance End ofDescription
    
    of Period
    
    Expense
    
    Accounts
    
    Deductions
    
    PeriodAllowance for uncollectable accounts deducted from accounts receivable in the balance sheet2009
    
    $
    999
    
    
    
    1,209
    
    
    
    
    
    
    
    (520)
    (1)
    
    $
    1,6882008
    
    $
    2,259
    
    
    
    669
    
    
    
    
    
    
    
    (1,929)
    (1)
    
    $
    9992007
    
    $
    1,720
    
    
    
    1,853
    
    
    
    
    
    
    
    (1,314)
    (1)
    
    $
    2,259Allowance for uncollectable accounts deducted from notes receivable in the balance sheet2009
    
    $
    1,500
    
    
    
    
    
    
    
    350
    (2)
    
    
    
    
    
    $
    1,8502008
    
    
    
    
    
    
    
    
    
    
    1,500
    (3)
    
    
    
    
    
    $
    1,5002007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Allowance for straight line rent deducted from other assets in the balance sheet2009
    
    $
    323
    
    
    
    
    
    
    
    507
    (4)
    
    
    
    
    
    $
    8302008
    
    $
    330
    
    
    
    
    
    
    
    175
    (4)
    
    
    (182)
    (5)
    
    $
    3232007
    
    $
    1,330
    
    
    
    
    
    
    
    87
    (4)
    
    
    (1,087)
    (5)
    
    $
    330Valuation allowance deducted from deferred tax assets on the balance sheet2009
    
    $
    34,283
    
    
    
    6,218
    
    
    
    
    
    
    
    (7,901
    )
    
    $
    32,6002008
    
    
    
    
    
    
    34,283
    
    
    
    
    
    
    
    
    
    
    $
    34,2832007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    Uncollectible accounts written off, and payments received on previously written-off accounts(2)
    
    Of the $0.4 million, $0.1 million was netted
against Gains from sales of property on the Consolidated Statements
of Operations and Comprehensive Income (Loss) and $0.3 million
was added back to Undeveloped Land and Construction in Progress on
the Consolidated Balance Sheets.(3)
    
    Amounts netted against other non-property related revenue in the Consolidated Statements of
Operations and Comprehensive Income (Loss)(4)
    
    Amounts netted against minimum rent in the Consolidated Statements of Operations and
Comprehensive Income (Loss)(5)
    
    Amounts reversed upon sale of property or property deferred rent equals zero 1




---



##### Table of Contents



Appendix
S-4
 SCHEDULE III
COLONIAL PROPERTIES TRUST
COLONIAL REALTY LIMITED PARTNERSHIP
REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2009
 Initial Cost to Company
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    DateBuildings and
    
    
    Cost Capitalized
    
    
    Gross Amount at which Carried at Close of Period
    
    
    Accumulated
    
    
    Completed/Placed
    
    
    
    Depreciable LivesDescription
    
    Encumbrances (1)
    
    
    Land
    
    
    Improvements
    
    
    Subsequent to Acquisition
    
    
    Land
    
    
    Buildings and Improvements
    
    
    Total (2)
    
    
    Depreciation
    
    
    in Service
    
    Date Acquired
    
    -YearsMultifamily:Ashley Park
    
    
    
    
    
    
    3,702,098
    
    
    
    15,332,923
    
    
    
    1,311,977
    
    
    
    3,702,098
    
    
    
    16,644,900
    
    
    
    20,346,998
    
    
    
    (4,614,378
    )
    
    1988
    
    2005
    
    3-40 YearsAutumn Hill
    
    
    
    
    
    
    7,146,496
    
    
    
    24,811,026
    
    
    
    3,135,583
    
    
    
    7,146,496
    
    
    
    27,946,609
    
    
    
    35,093,105
    
    
    
    (5,354,603
    )
    
    1970
    
    2005
    
    3-40 YearsAutumn Park I & II
    
    
    
    
    
    
    4,407,166
    
    
    
    35,387,619
    
    
    
    534,837
    
    
    
    4,407,166
    
    
    
    35,922,455
    
    
    
    40,329,622
    
    
    
    (4,801,903
    )
    
    2001/04
    
    2005
    
    3-40 YearsBrookfield
    
    
    
    
    
    
    1,541,108
    
    
    
    6,022,656
    
    
    
    820,516
    
    
    
    1,541,108
    
    
    
    6,843,172
    
    
    
    8,384,280
    
    
    
    (1,897,733
    )
    
    1984
    
    2005
    
    3-40 YearsColonial Grand at Arringdon
    
    
    18,104,424
    
    
    
    3,016,358
    
    
    
    23,295,172
    
    
    
    1,136,802
    
    
    
    3,016,358
    
    
    
    24,431,974
    
    
    
    27,448,332
    
    
    
    (5,318,922
    )
    
    2003
    
    2004
    
    3-40 YearsColonial Grand at Ayrsley
    
    
    
    
    
    
    4,261,351
    
    
    
    
    
    
    
    31,955,643
    
    
    
    4,261,351
    
    
    
    31,955,643
    
    
    
    36,216,994
    
    
    
    (2,825,790
    )
    
    2008
    
    2006
    
    3-40 YearsColonial Grand at Barrett Creek
    
    
    18,378,000
    
    
    
    3,320,000
    
    
    
    27,237,381
    
    
    
    612,210
    
    
    
    3,320,000
    
    
    
    27,849,591
    
    
    
    31,169,591
    
    
    
    (4,805,846
    )
    
    1999
    
    2005
    
    3-40 YearsColonial Grand at Bear Creek
    
    
    22,567,667
    
    
    
    4,360,000
    
    
    
    32,029,388
    
    
    
    1,253,446
    
    
    
    4,360,000
    
    
    
    33,282,834
    
    
    
    37,642,834
    
    
    
    (5,930,417
    )
    
    1998
    
    2005
    
    3-40 YearsColonial Grand at Bellevue
    
    
    
    
    
    
    3,490,000
    
    
    
    31,544,370
    
    
    
    2,014,929
    
    
    
    3,490,986
    
    
    
    33,558,313
    
    
    
    37,049,299
    
    
    
    (5,536,544
    )
    
    1996
    
    2005
    
    3-40 YearsColonial Grand at Berkeley Lake
    
    
    
    
    
    
    1,800,000
    
    
    
    16,551,734
    
    
    
    574,809
    
    
    
    1,800,000
    
    
    
    17,126,543
    
    
    
    18,926,543
    
    
    
    (3,716,172
    )
    
    1998
    
    2004
    
    3-40 YearsColonial Grand at Beverly Crest
    
    
    14,521,257
    
    
    
    2,400,000
    
    
    
    20,718,143
    
    
    
    1,496,214
    
    
    
    2,400,000
    
    
    
    22,214,357
    
    
    
    24,614,357
    
    
    
    (4,691,326
    )
    
    1996
    
    2004
    
    3-40 YearsColonial Grand at Canyon Creek
    
    
    15,569,117
    
    
    
    4,032,000
    
    
    
    24,272,721
    
    
    
    24,393
    
    
    
    4,032,000
    
    
    
    24,297,114
    
    
    
    28,329,114
    
    
    
    (2,660,726
    )
    
    2008
    
    2005
    
    3-40 YearsColonial Grand at Crabtree Valley
    
    
    9,869,425
    
    
    
    2,100,000
    
    
    
    15,272,196
    
    
    
    1,007,723
    
    
    
    2,100,000
    
    
    
    16,279,919
    
    
    
    18,379,919
    
    
    
    (2,657,985
    )
    
    1997
    
    2005
    
    3-40 YearsColonial Grand at Cypress Cove
    
    
    
    
    
    
    3,960,000
    
    
    
    24,721,680
    
    
    
    1,766,004
    
    
    
    3,960,000
    
    
    
    26,487,684
    
    
    
    30,447,684
    
    
    
    (3,442,013
    )
    
    2001
    
    2006
    
    3-40 YearsColonial Grand at Edgewater I
    
    
    26,456,000
    
    
    
    1,540,000
    
    
    
    12,671,606
    
    
    
    16,770,159
    
    
    
    2,602,325
    
    
    
    28,379,439
    
    
    
    30,981,765
    
    
    
    (12,725,311
    )
    
    1990
    
    1994
    
    3-40 YearsColonial Grand at Godley Station I
    
    
    17,149,442
    
    
    
    1,594,008
    
    
    
    27,057,678
    
    
    
    873,467
    
    
    
    1,894,008
    
    
    
    27,631,145
    
    
    
    29,525,153
    
    
    
    (3,084,626
    )
    
    2001
    
    2006
    
    3-40 YearsColonial Grand at Hammocks
    
    
    
    
    
    
    3,437,247
    
    
    
    26,514,000
    
    
    
    1,835,670
    
    
    
    3,437,247
    
    
    
    28,349,670
    
    
    
    31,786,917
    
    
    
    (4,877,689
    )
    
    1997
    
    2005
    
    3-40 YearsColonial Grand at Heather Glen
    
    
    
    
    
    
    3,800,000
    
    
    
    
    
    
    
    35,871,043
    
    
    
    4,134,235
    
    
    
    35,536,809
    
    
    
    39,671,043
    
    
    
    (12,407,403
    )
    
    2000
    
    1998
    
    3-40 YearsColonial Grand at Heathrow
    
    
    19,298,813
    
    
    
    2,560,661
    
    
    
    17,612,990
    
    
    
    2,073,716
    
    
    
    2,560,661
    
    
    
    19,686,706
    
    
    
    22,247,367
    
    
    
    (8,578,920
    )
    
    1997
    
    1994/97
    
    3-40 YearsColonial Grand at Huntersville
    
    
    14,165,000
    
    
    
    3,593,366
    
    
    
    
    
    
    
    22,541,561
    
    
    
    5,439,551
    
    
    
    20,695,376
    
    
    
    26,134,927
    
    
    
    (1,968,244
    )
    
    2008
    
    2006
    
    3-40 YearsColonial Grand at Inverness Commons
    
    
    
    
    
    
    6,976,500
    
    
    
    33,892,731
    
    
    
    631,987
    
    
    
    6,976,500
    
    
    
    34,524,718
    
    
    
    41,501,218
    
    
    
    (3,923,142
    )
    
    2001
    
    2006
    
    3-40 YearsColonial Grand at Lakewood Ranch
    
    
    
    
    
    
    2,320,442
    
    
    
    
    
    
    
    24,384,467
    
    
    
    2,359,875
    
    
    
    24,345,034
    
    
    
    26,704,909
    
    
    
    (8,649,031
    )
    
    1999
    
    1997
    
    3-40 YearsColonial Grand at Legacy Park
    
    
    
    
    
    
    2,212,005
    
    
    
    23,076,117
    
    
    
    958,003
    
    
    
    2,212,005
    
    
    
    24,034,120
    
    
    
    26,246,125
    
    
    
    (3,695,331
    )
    
    2001
    
    2005
    
    3-40 YearsColonial Grand at Liberty Park
    
    
    16,702,589
    
    
    
    2,296,019
    
    
    
    
    
    
    
    26,493,365
    
    
    
    2,296,019
    
    
    
    26,493,365
    
    
    
    28,789,384
    
    
    
    (9,846,213
    )
    
    2000
    
    1998
    
    3-40 YearsColonial Grand at Madison
    
    
    21,473,000
    
    
    
    1,689,400
    
    
    
    
    
    
    
    22,602,780
    
    
    
    1,831,550
    
    
    
    22,460,630
    
    
    
    24,292,180
    
    
    
    (8,499,547
    )
    
    2000
    
    1998
    
    3-40 YearsColonial Grand at Mallard Creek
    
    
    14,646,982
    
    
    
    2,911,443
    
    
    
    1,277,575
    
    
    
    16,572,092
    
    
    
    3,320,438
    
    
    
    17,440,672
    
    
    
    20,761,110
    
    
    
    (3,248,183
    )
    
    2005
    
    2003
    
    3-40 YearsColonial Grand at Mallard Lake
    
    
    16,532,859
    
    
    
    3,020,000
    
    
    
    24,070,350
    
    
    
    1,729,665
    
    
    
    3,020,000
    
    
    
    25,800,015
    
    
    
    28,820,015
    
    
    
    (4,348,388
    )
    
    1998
    
    2005
    
    3-40 YearsColonial Grand at Matthews Commons
    
    
    
    
    
    
    2,026,288
    
    
    
    
    
    
    
    19,418,865
    
    
    
    3,002,207
    
    
    
    18,442,946
    
    
    
    21,445,153
    
    
    
    (1,156,128
    )
    
    2008
    
    2007
    
    3-40 YearsColonial Grand at McDaniel Farm
    
    
    
    
    
    
    4,240,000
    
    
    
    36,239,339
    
    
    
    1,447,443
    
    
    
    4,240,000
    
    
    
    37,686,782
    
    
    
    41,926,782
    
    
    
    (5,538,833
    )
    
    1997
    
    2006
    
    3-40 YearsColonial Grand at McGinnis Ferry
    
    
    23,887,781
    
    
    
    5,000,114
    
    
    
    34,600,386
    
    
    
    1,410,577
    
    
    
    5,001,194
    
    
    
    36,010,963
    
    
    
    41,012,157
    
    
    
    (7,184,631
    )
    
    1997
    
    2004
    
    3-40 YearsColonial Grand at Mount Vernon
    
    
    14,364,100
    
    
    
    2,130,000
    
    
    
    24,943,402
    
    
    
    829,587
    
    
    
    2,130,000
    
    
    
    25,772,989
    
    
    
    27,902,989
    
    
    
    (5,555,883
    )
    
    1997
    
    2004
    
    3-40 YearsColonial Grand at OldTown Scottsdale North
    
    
    
    
    
    
    4,837,040
    
    
    
    5,271,474
    
    
    
    23,939,161
    
    
    
    4,837,040
    
    
    
    29,210,635
    
    
    
    34,047,675
    
    
    
    (3,417,297
    )
    
    2001
    
    2006
    
    3-40 YearsColonial Grand at OldTown Scottsdale South
    
    
    
    
    
    
    6,139,320
    
    
    
    6,558,703
    
    
    
    30,307,737
    
    
    
    6,139,320
    
    
    
    36,866,440
    
    
    
    43,005,760
    
    
    
    (4,343,591
    )
    
    2001
    
    2006
    
    3-40 YearsColonial Grand at Patterson Place
    
    
    14,395,531
    
    
    
    2,016,000
    
    
    
    19,060,725
    
    
    
    1,103,578
    
    
    
    2,016,000
    
    
    
    20,164,303
    
    
    
    22,180,303
    
    
    
    (4,210,341
    )
    
    1997
    
    2004
    
    3-40 YearsColonial Grand at Pleasant Hill
    
    
    
    
    
    
    6,024,000
    
    
    
    38,454,690
    
    
    
    2,333,618
    
    
    
    6,006,978
    
    
    
    40,805,330
    
    
    
    46,812,308
    
    
    
    (5,328,256
    )
    
    1996
    
    2006
    
    3-40 YearsColonial Grand at Quarterdeck
    
    
    
    
    
    
    9,123,452
    
    
    
    12,297,699
    
    
    
    1,224,114
    
    
    
    9,123,452
    
    
    
    13,521,813
    
    
    
    22,645,265
    
    
    
    (2,840,075
    )
    
    1987
    
    2005
    
    3-40 YearsColonial Grand at River Oaks
    
    
    11,147,000
    
    
    
    2,160,000
    
    
    
    17,424,336
    
    
    
    1,848,003
    
    
    
    2,160,000
    
    
    
    19,272,339
    
    
    
    21,432,339
    
    
    
    (4,300,466
    )
    
    1992
    
    2004
    
    3-40 YearsColonial Grand at River Plantation
    
    
    
    
    
    
    2,320,000
    
    
    
    19,669,298
    
    
    
    1,626,631
    
    
    
    2,320,000
    
    
    
    21,295,929
    
    
    
    23,615,929
    
    
    
    (4,732,623
    )
    
    1994
    
    2004
    
    3-40 YearsColonial Grand at Round Rock
    
    
    22,944,843
    
    
    
    2,647,588
    
    
    
    
    
    
    
    32,550,219
    
    
    
    2,700,769
    
    
    
    32,497,038
    
    
    
    35,197,807
    
    
    
    (4,964,256
    )
    
    1997
    
    2004
    
    3-40 YearsColonial Grand at Scottsdale
    
    
    
    
    
    
    3,780,000
    
    
    
    25,444,988
    
    
    
    510,054
    
    
    
    3,780,000
    
    
    
    25,955,042
    
    
    
    29,735,042
    
    
    
    (3,562,327
    )
    
    1999
    
    2006
    
    3-40 YearsColonial Grand at Seven Oaks
    
    
    19,774,000
    
    
    
    3,439,125
    
    
    
    19,943,544
    
    
    
    1,415,134
    
    
    
    3,439,125
    
    
    
    21,358,678
    
    
    
    24,797,803
    
    
    
    (5,393,527
    )
    
    2004
    
    2004
    
    3-40 YearsColonial Grand at Shiloh
    
    
    28,539,612
    
    
    
    5,976,000
    
    
    
    43,556,770
    
    
    
    1,145,447
    
    
    
    5,976,000
    
    
    
    44,702,217
    
    
    
    50,678,217
    
    
    
    (5,972,129
    )
    
    2002
    
    2006
    
    3-40 YearsColonial Grand at Silverado
    
    
    
    
    
    
    2,375,425
    
    
    
    17,744,643
    
    
    
    672,231
    
    
    
    2,375,425
    
    
    
    18,416,874
    
    
    
    20,792,299
    
    
    
    (3,901,569
    )
    
    2005
    
    2003
    
    3-40 YearsColonial Grand at Silverado Reserve
    
    
    
    
    
    
    2,392,000
    
    
    
    
    
    
    
    22,117,736
    
    
    
    2,726,325
    
    
    
    21,783,411
    
    
    
    24,509,736
    
    
    
    (3,373,916
    )
    
    2005
    
    2003
    
    3-40 YearsColonial Grand at Sugarloaf
    
    
    
    
    
    
    2,500,000
    
    
    
    21,811,418
    
    
    
    1,274,797
    
    
    
    2,500,000
    
    
    
    23,086,215
    
    
    
    25,586,215
    
    
    
    (4,928,683
    )
    
    2002
    
    2004
    
    3-40 YearsColonial Grand at Town Park (Lake Mary)
    
    
    31,434,000
    
    
    
    2,647,374
    
    
    
    
    
    
    
    36,764,375
    
    
    
    3,110,118
    
    
    
    36,301,631
    
    
    
    39,411,749
    
    
    
    (13,188,690
    )
    
    2005
    
    2004
    
    3-40 YearsColonial Grand at Town Park Reserve
    
    
    
    
    
    
    867,929
    
    
    
    
    
    
    
    9,075,164
    
    
    
    957,784
    
    
    
    8,985,309
    
    
    
    9,943,093
    
    
    
    (1,860,152
    )
    
    2004
    
    2004
    
    3-40 YearsColonial Grand at Trinity Commons
    
    
    30,500,000
    
    
    
    5,333,807
    
    
    
    35,815,269
    
    
    
    1,305,870
    
    
    
    5,333,807
    
    
    
    37,121,139
    
    
    
    42,454,946
    
    
    
    (5,286,699
    )
    
    2000/02
    
    2005
    
    3-40 YearsColonial Grand at University Center
    
    
    
    
    
    
    1,872,000
    
    
    
    12,166,656
    
    
    
    653,872
    
    
    
    1,872,000
    
    
    
    12,820,528
    
    
    
    14,692,528
    
    
    
    (1,665,416
    )
    
    2005
    
    2006
    
    3-40 YearsColonial Grand at Valley Ranch
    
    
    
    
    
    
    2,805,241
    
    
    
    38,037,251
    
    
    
    2,677,515
    
    
    
    2,805,241
    
    
    
    40,714,766
    
    
    
    43,520,007
    
    
    
    (6,060,999
    )
    
    1997
    
    2005
    
    3-40 YearsColonial Grand at Wilmington
    
    
    27,100,000
    
    
    
    3,344,408
    
    
    
    30,554,367
    
    
    
    1,569,918
    
    
    
    3,344,408
    
    
    
    32,124,285
    
    
    
    35,468,693
    
    
    
    (4,888,345
    )
    
    1998/2002
    
    2005
    
    3-40 YearsColonial Reserve at West Franklin
    
    
    
    
    
    
    4,743,279
    
    
    
    14,416,319
    
    
    
    6,583,748
    
    
    
    4,743,279
    
    
    
    21,000,067
    
    
    
    25,743,346
    
    
    
    (4,244,629
    )
    
    1964/65
    
    2005
    
    3-40 YearsColonial Village at Ashford Place
    
    
    
    
    
    
    537,600
    
    
    
    5,839,838
    
    
    
    1,214,842
    
    
    
    537,600
    
    
    
    7,054,680
    
    
    
    7,592,280
    
    
    
    (2,788,310
    )
    
    1983
    
    1996
    
    3-40 YearsColonial Village at Canyon Hills
    
    
    
    
    
    
    2,345,191
    
    
    
    11,274,917
    
    
    
    930,135
    
    
    
    2,345,191
    
    
    
    12,205,052
    
    
    
    14,550,243
    
    
    
    (2,179,057
    )
    
    1996
    
    2005
    
    3-40 YearsColonial Village at Chancellor Park
    
    
    
    
    
    
    4,080,000
    
    
    
    23,213,840
    
    
    
    1,307,174
    
    
    
    4,080,000
    
    
    
    24,521,014
    
    
    
    28,601,014
    
    
    
    (3,480,789
    )
    
    1999
    
    2006
    
    3-40 YearsColonial Village at Charleston Place
    
    
    
    
    
    
    1,124,924
    
    
    
    7,367,718
    
    
    
    841,467
    
    
    
    1,124,924
    
    
    
    8,209,185
    
    
    
    9,334,109
    
    
    
    (2,006,768
    )
    
    1986
    
    2005
    
    3-40 YearsColonial Village at Chase Gayton
    
    
    
    
    
    
    3,270,754
    
    
    
    26,910,024
    
    
    
    1,866,648
    
    
    
    3,270,754
    
    
    
    28,776,672
    
    
    
    32,047,426
    
    
    
    (7,235,759
    )
    
    1984
    
    2005
    
    3-40 YearsColonial Village at Cypress Village (6)
    
    
    
    
    
    
    5,839,590
    
    
    
    
    
    
    
    21,689,194
    
    
    
    3,355,493
    
    
    
    24,182,755
    
    
    
    27,538,248
    
    
    
    (1,292,014
    )
    
    2008
    
    2006
    
    3-40 YearsColonial Village at Deerfield
    
    
    
    
    
    
    2,032,054
    
    
    
    14,584,057
    
    
    
    947,411
    
    
    
    2,032,054
    
    
    
    15,531,469
    
    
    
    17,563,523
    
    
    
    (2,884,991
    )
    
    1985
    
    2005
    
    3-40 YearsColonial Village at Godley Lake
    
    
    
    
    
    
    1,053,307
    
    
    
    
    
    
    
    25,624,915
    
    
    
    2,958,793
    
    
    
    23,719,429
    
    
    
    26,678,222
    
    
    
    (1,878,448
    )
    
    N/A
    
    2007
    
    3-40 YearsColonial Village at Grapevine
    
    
    
    
    
    
    6,221,164
    
    
    
    24,463,050
    
    
    
    2,154,681
    
    
    
    6,221,164
    
    
    
    26,617,731
    
    
    
    32,838,895
    
    
    
    (4,746,730
    )
    
    1985/86
    
    2005
    
    3-40 YearsColonial Village at Greenbrier
    
    
    
    
    
    
    2,620,216
    
    
    
    25,498,161
    
    
    
    1,238,302
    
    
    
    2,620,216
    
    
    
    26,736,463
    
    
    
    29,356,679
    
    
    
    (4,000,019
    )
    
    1980
    
    2005
    
    3-40 YearsColonial Village at Greentree
    
    
    
    
    
    
    1,920,436
    
    
    
    10,288,950
    
    
    
    1,167,799
    
    
    
    1,878,186
    
    
    
    11,498,999
    
    
    
    13,377,185
    
    
    
    (2,094,176
    )
    
    1984
    
    2005
    
    3-40 YearsColonial Village at Greystone
    
    
    13,532,000
    
    
    
    3,155,483
    
    
    
    28,875,949
    
    
    
    1,620,123
    
    
    
    3,155,483
    
    
    
    30,496,072
    
    
    
    33,651,555
    
    
    
    (4,495,573
    )
    
    1998/2000
    
    2005
    
    3-40 YearsColonial Village at Hampton Glen
    
    
    
    
    
    
    3,428,098
    
    
    
    17,966,469
    
    
    
    1,630,089
    
    
    
    3,428,098
    
    
    
    19,596,557
    
    
    
    23,024,655
    
    
    
    (3,965,160
    )
    
    1986
    
    2005
    
    3-40 YearsColonial Village at Hampton Pointe
    
    
    
    
    
    
    8,875,840
    
    
    
    15,359,217
    
    
    
    1,363,663
    
    
    
    8,875,840
    
    
    
    16,722,880
    
    
    
    25,598,720
    
    
    
    (3,445,639
    )
    
    1986
    
    2005
    
    3-40 YearsColonial Village at Harbour Club
    
    
    
    
    
    
    3,209,585
    
    
    
    20,094,356
    
    
    
    1,202,437
    
    
    
    3,209,585
    
    
    
    21,296,793
    
    
    
    24,506,378
    
    
    
    (3,883,540
    )
    
    1988
    
    2005
    
    3-40 YearsColonial Village at Highland Hills
    
    
    
    
    
    
    1,981,613
    
    
    
    17,112,176
    
    
    
    914,688
    
    
    
    1,981,613
    
    
    
    18,026,864
    
    
    
    20,008,477
    
    
    
    (4,169,704
    )
    
    1987
    
    2005
    
    3-40 YearsColonial Village at Huntington
    
    
    
    
    
    
    1,315,930
    
    
    
    7,605,360
    
    
    
    1,233,632
    
    
    
    1,315,930
    
    
    
    8,838,992
    
    
    
    10,154,922
    
    
    
    (1,636,631
    )
    
    1986
    
    2005
    
    3-40 YearsColonial Village at Huntleigh Woods
    
    
    
    
    
    
    745,600
    
    
    
    4,908,990
    
    
    
    2,075,210
    
    
    
    730,688
    
    
    
    6,999,112
    
    
    
    7,729,800
    
    
    
    (3,112,584
    )
    
    1978
    
    1994
    
    3-40 YearsColonial Village at Inverness
    
    
    
    
    
    
    2,349,487
    
    
    
    16,279,416
    
    
    
    14,143,009
    
    
    
    2,936,991
    
    
    
    29,834,921
    
    
    
    32,771,912
    
    
    
    (14,877,880
    )
    
    1986/87/90/97
    
    1986/87/90/97
    
    3-40 YearsColonial Village at Main Park
    
    
    
    
    
    
    1,208,434
    
    
    
    10,235,978
    
    
    
    1,209,997
    
    
    
    1,208,434
    
    
    
    11,445,976
    
    
    
    12,654,410
    
    
    
    (2,242,925
    )
    
    1984
    
    2005
    
    3-40 YearsColonial Village at Marsh Cove
    
    
    
    
    
    
    2,023,460
    
    
    
    11,095,073
    
    
    
    1,498,448
    
    
    
    2,023,460
    
    
    
    12,593,521
    
    
    
    14,616,981
    
    
    
    (2,838,814
    )
    
    1983
    
    2005
    
    3-40 YearsColonial Village at Matthews
    
    
    14,700,000
    
    
    
    2,700,000
    
    
    
    20,295,989
    
    
    
    667,183
    
    
    
    2,700,000
    
    
    
    20,963,172
    
    
    
    23,663,172
    
    
    
    (1,760,295
    )
    
    2008
    
    2008
    
    3-40 YearsColonial Village at Meadow Creek
    
    
    
    
    
    
    1,548,280
    
    
    
    11,293,190
    
    
    
    1,171,604
    
    
    
    1,548,280
    
    
    
    12,464,794
    
    
    
    14,013,074
    
    
    
    (2,890,440
    )
    
    1984
    
    2005
    
    3-40 YearsColonial Village at Mill Creek
    
    
    
    
    
    
    2,153,567
    
    
    
    9,331,910
    
    
    
    923,845
    
    
    
    2,153,567
    
    
    
    10,255,755
    
    
    
    12,409,322
    
    
    
    (3,156,562
    )
    
    1984
    
    2005
    
    3-40 YearsColonial Village at North Arlington
    
    
    
    
    
    
    2,439,102
    
    
    
    10,804,027
    
    
    
    954,612
    
    
    
    2,439,102
    
    
    
    11,758,639
    
    
    
    14,197,741
    
    
    
    (2,426,295
    )
    
    1985
    
    2005
    
    3-40 YearsColonial Village at Oakbend
    
    
    20,304,614
    
    
    
    5,100,000
    
    
    
    26,260,164
    
    
    
    1,302,256
    
    
    
    5,100,000
    
    
    
    27,562,420
    
    
    
    32,662,420
    
    
    
    (3,628,132
    )
    
    1997
    
    2006
    
    3-40 YearsColonial Village at Pinnacle Ridge
    
    
    
    
    
    
    1,212,917
    
    
    
    8,499,638
    
    
    
    706,059
    
    
    
    1,212,917
    
    
    
    9,205,697
    
    
    
    10,418,614
    
    
    
    (2,044,546
    )
    
    1951/85
    
    2005
    
    3-40 Years
 1




---



##### Table of Contents



SCHEDULE III
COLONIAL PROPERTIES TRUST
COLONIAL REALTY LIMITED PARTNERSHIP
REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2009
 Initial Cost to Company
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    DateBuildings and
    
    
    Cost Capitalized
    
    
    Gross Amount at which Carried at Close of Period
    
    
    Accumulated
    
    
    Completed/Placed
    
    
    
    Depreciable LivesDescription
    
    Encumbrances (1)
    
    
    Land
    
    
    Improvements
    
    
    Subsequent to Acquisition
    
    
    Land
    
    
    Buildings and Improvements
    
    
    Total (2)
    
    
    Depreciation
    
    
    in Service
    
    Date Acquired
    
    -YearsColonial Village at Quarry Oaks
    
    
    25,145,033
    
    
    
    5,063,500
    
    
    
    27,767,505
    
    
    
    2,061,059
    
    
    
    5,063,500
    
    
    
    29,828,564
    
    
    
    34,892,064
    
    
    
    (5,292,371
    )
    
    1996
    
    2003
    
    3-40 YearsColonial Village at Shoal Creek
    
    
    21,373,278
    
    
    
    4,080,000
    
    
    
    29,214,707
    
    
    
    1,847,738
    
    
    
    4,080,000
    
    
    
    31,062,445
    
    
    
    35,142,445
    
    
    
    (4,547,315
    )
    
    1996
    
    2006
    
    3-40 YearsColonial Village at Sierra Vista
    
    
    10,215,170
    
    
    
    2,320,000
    
    
    
    11,370,600
    
    
    
    1,097,489
    
    
    
    2,308,949
    
    
    
    12,479,140
    
    
    
    14,788,089
    
    
    
    (2,857,892
    )
    
    1999
    
    2004
    
    3-40 YearsColonial Village at South Tryon
    
    
    
    
    
    
    1,510,535
    
    
    
    14,696,088
    
    
    
    622,267
    
    
    
    1,510,535
    
    
    
    15,318,355
    
    
    
    16,828,890
    
    
    
    (2,299,129
    )
    
    2002
    
    2005
    
    3-40 YearsColonial Village at Stone Point
    
    
    
    
    
    
    1,417,658
    
    
    
    9,291,464
    
    
    
    731,145
    
    
    
    1,417,658
    
    
    
    10,022,610
    
    
    
    11,440,268
    
    
    
    (2,398,947
    )
    
    1986
    
    2005
    
    3-40 YearsColonial Village at Timber Crest
    
    
    13,370,779
    
    
    
    2,284,812
    
    
    
    19,010,168
    
    
    
    950,977
    
    
    
    2,284,812
    
    
    
    19,961,145
    
    
    
    22,245,957
    
    
    
    (3,041,628
    )
    
    2000
    
    2005
    
    3-40 YearsColonial Village at Tradewinds
    
    
    
    
    
    
    5,220,717
    
    
    
    22,479,977
    
    
    
    417,444
    
    
    
    5,220,717
    
    
    
    22,897,421
    
    
    
    28,118,138
    
    
    
    (4,033,724
    )
    
    1988
    
    2005
    
    3-40 YearsColonial Village at Trussville
    
    
    
    
    
    
    1,504,000
    
    
    
    18,800,253
    
    
    
    3,197,227
    
    
    
    1,510,409
    
    
    
    21,991,071
    
    
    
    23,501,480
    
    
    
    (9,121,072
    )
    
    1996/97
    
    1997
    
    3-40 YearsColonial Village at Twin Lakes
    
    
    
    
    
    
    4,966,922
    
    
    
    29,925,363
    
    
    
    1,488,736
    
    
    
    5,624,063
    
    
    
    30,756,958
    
    
    
    36,381,021
    
    
    
    (6,496,221
    )
    
    2005
    
    2001
    
    3-40 YearsColonial Village at Vista Ridge
    
    
    
    
    
    
    2,003,172
    
    
    
    11,186,878
    
    
    
    1,009,894
    
    
    
    2,003,172
    
    
    
    12,196,772
    
    
    
    14,199,944
    
    
    
    (2,552,098
    )
    
    1985
    
    2005
    
    3-40 YearsColonial Village at Waterford
    
    
    
    
    
    
    3,321,325
    
    
    
    26,345,195
    
    
    
    1,833,239
    
    
    
    3,321,325
    
    
    
    28,178,434
    
    
    
    31,499,759
    
    
    
    (5,583,593
    )
    
    1989
    
    2005
    
    3-40 YearsColonial Village at Waters Edge
    
    
    
    
    
    
    888,386
    
    
    
    13,215,381
    
    
    
    1,155,503
    
    
    
    888,386
    
    
    
    14,370,884
    
    
    
    15,259,270
    
    
    
    (4,005,237
    )
    
    1985
    
    2005
    
    3-40 YearsColonial Village at West End
    
    
    11,818,165
    
    
    
    2,436,588
    
    
    
    14,800,444
    
    
    
    1,699,835
    
    
    
    2,436,588
    
    
    
    16,500,279
    
    
    
    18,936,867
    
    
    
    (3,431,750
    )
    
    1987
    
    2005
    
    3-40 YearsColonial Village at Westchase
    
    
    
    
    
    
    10,418,496
    
    
    
    10,348,047
    
    
    
    1,576,618
    
    
    
    10,418,496
    
    
    
    11,924,665
    
    
    
    22,343,161
    
    
    
    (3,462,858
    )
    
    1985
    
    2005
    
    3-40 YearsColonial Village at Willow Creek
    
    
    24,767,857
    
    
    
    4,780,000
    
    
    
    34,143,179
    
    
    
    1,372,039
    
    
    
    4,780,000
    
    
    
    35,515,218
    
    
    
    40,295,218
    
    
    
    (5,212,412
    )
    
    1996
    
    2006
    
    3-40 YearsColonial Village at Windsor Place
    
    
    
    
    
    
    1,274,885
    
    
    
    15,017,745
    
    
    
    1,583,547
    
    
    
    1,274,885
    
    
    
    16,601,292
    
    
    
    17,876,177
    
    
    
    (3,664,679
    )
    
    1985
    
    2005
    
    3-40 YearsColonial Village at Woodlake
    
    
    
    
    
    
    2,781,279
    
    
    
    17,694,376
    
    
    
    764,958
    
    
    
    2,781,279
    
    
    
    18,459,334
    
    
    
    21,240,613
    
    
    
    (3,112,070
    )
    
    1996
    
    2005
    
    3-40 YearsEnclave (6)
    
    
    
    
    
    
    4,074,823
    
    
    
    
    
    
    
    22,705,966
    
    
    
    3,144,405
    
    
    
    23,636,384
    
    
    
    26,780,789
    
    
    
    (1,727,790
    )
    
    2008
    
    2005
    
    3-40 YearsGlen Eagles I & II
    
    
    
    
    
    
    2,028,204
    
    
    
    17,424,915
    
    
    
    1,308,847
    
    
    
    2,028,204
    
    
    
    18,733,762
    
    
    
    20,761,966
    
    
    
    (3,425,143
    )
    
    1990/2000
    
    2005
    
    3-40 YearsHeatherwood
    
    
    
    
    
    
    3,550,362
    
    
    
    23,731,531
    
    
    
    3,978,648
    
    
    
    3,550,362
    
    
    
    27,710,179
    
    
    
    31,260,541
    
    
    
    (5,422,089
    )
    
    1980
    
    2005
    
    3-40 YearsPaces Cove
    
    
    
    
    
    
    1,509,933
    
    
    
    11,127,122
    
    
    
    850,079
    
    
    
    1,509,933
    
    
    
    11,977,201
    
    
    
    13,487,134
    
    
    
    (2,950,475
    )
    
    1982
    
    2005
    
    3-40 YearsRemington Hills
    
    
    
    
    
    
    2,520,011
    
    
    
    22,451,151
    
    
    
    2,324,971
    
    
    
    2,520,011
    
    
    
    24,776,122
    
    
    
    27,296,133
    
    
    
    (4,372,667
    )
    
    1984
    
    2005
    
    3-40 YearsSummer Tree
    
    
    
    
    
    
    2,319,541
    
    
    
    5,975,472
    
    
    
    622,115
    
    
    
    2,319,541
    
    
    
    6,597,586
    
    
    
    8,917,127
    
    
    
    (1,778,406
    )
    
    1980
    
    2005
    
    3-40 YearsSouthgate at Fairview (3)(5)(6)
    
    
    
    
    
    
    1,993,941
    
    
    
    
    
    
    
    1,789,558
    
    
    
    1,993,941
    
    
    
    1,789,558
    
    
    
    3,783,499
    
    
    
    
    
    
    2007
    
    2005
    
    N/AMetropolitan Midtown  Condominiums (3)(4)(5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16,510,375
    
    
    
    3,000,103
    
    
    
    13,510,272
    
    
    
    16,510,375
    
    
    
    
    
    
    2008
    
    2006
    
    N/AWhitehouse Creek (3)
    
    
    
    
    
    
    451,391
    
    
    
    
    
    
    
    1,852,863
    
    
    
    451,391
    
    
    
    1,852,863
    
    
    
    2,304,254
    
    
    
    
    
    
    2008
    
    2006
    
    N/ACommercial:
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Colonial Center Brookwood Village
    
    
    
    
    
    
    1,285,379
    
    
    
    
    
    
    
    42,168,436
    
    
    
    1,285,379
    
    
    
    42,168,436
    
    
    
    43,453,815
    
    
    
    (3,570,230
    )
    
    2007
    
    2007
    
    3-40 YearsColonial Center Ravinia
    
    
    
    
    
    
    9,007,010
    
    
    
    112,741,447
    
    
    
    
    
    
    
    9,007,010
    
    
    
    112,741,447
    
    
    
    121,748,457
    
    
    
    (642,209
    )
    
    1991
    
    2009
    
    3-40 YearsColonial Center TownPark 400
    
    
    
    
    
    
    3,301,914
    
    
    
    
    
    
    
    23,551,784
    
    
    
    3,301,914
    
    
    
    23,551,784
    
    
    
    26,853,698
    
    
    
    (1,501,261
    )
    
    2008
    
    1999
    
    3-40 YearsMetropolitan Midtown  Plaza
    
    
    
    
    
    
    2,088,796
    
    
    
    
    
    
    
    31,867,951
    
    
    
    2,005,996
    
    
    
    31,950,751
    
    
    
    33,956,747
    
    
    
    (2,591,861
    )
    
    2008
    
    2006
    
    3-40 YearsColonial Brookwood Village
    
    
    
    
    
    
    6,851,321
    
    
    
    24,435,002
    
    
    
    70,210,631
    
    
    
    7,117,672
    
    
    
    94,379,282
    
    
    
    101,496,954
    
    
    
    (41,768,632
    )
    
    1973/91/00
    
    1997
    
    3-40 YearsColonial Promenade Alabaster
    
    
    
    
    
    
    5,202,767
    
    
    
    25,762,327
    
    
    
    
    
    
    
    5,202,767
    
    
    
    25,762,327
    
    
    
    30,965,094
    
    
    
    
    
    
    2007
    
    2009
    
    3-40 YearsColonial Pinnacle Tannehill
    
    
    
    
    
    
    19,097,386
    
    
    
    
    
    
    
    26,746,947
    
    
    
    14,794,624
    
    
    
    31,049,709
    
    
    
    45,844,333
    
    
    
    (1,627,302
    )
    
    2008
    
    2006
    
    3-40 YearsMetropolitan Midtown  Retail
    
    
    
    
    
    
    3,481,826
    
    
    
    
    
    
    
    34,573,903
    
    
    
    3,343,914
    
    
    
    34,711,815
    
    
    
    38,055,729
    
    
    
    (1,590,175
    )
    
    2008
    
    2006
    
    3-40 YearsActive Development Projects:
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Colonial Grand at Ashton Oaks
    
    
    
    
    
    
    3,659,400
    
    
    
    
    
    
    
    30,616,207
    
    
    
    5,259,160
    
    
    
    29,016,447
    
    
    
    34,275,607
    
    
    
    (1,253,055
    )
    
    N/A
    
    2007
    
    3-40 YearsColonial Grand at Desert Vista
    
    
    
    
    
    
    12,000,000
    
    
    
    
    
    
    
    39,941,361
    
    
    
    13,592,844
    
    
    
    38,348,517
    
    
    
    51,941,361
    
    
    
    (1,345,394
    )
    
    N/A
    
    2007
    
    3-40 YearsColonial Grand at Onion Creek
    
    
    
    
    
    
    3,505,449
    
    
    
    
    
    
    
    28,721,514
    
    
    
    5,125,022
    
    
    
    27,101,941
    
    
    
    32,226,963
    
    
    
    (2,283,122
    )
    
    N/A
    
    2005
    
    3-40 YearsFuture Development Projects:
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Colonial Grand at Azure
    
    
    
    
    
    
    6,016,000
    
    
    
    
    
    
    
    1,752,879
    
    
    
    6,016,000
    
    
    
    1,752,879
    
    
    
    7,768,879
    
    
    
    
    
    
    N/A
    
    2007
    
    N/AColonial Grand at Cityway
    
    
    
    
    
    
    3,656,250
    
    
    
    
    
    
    
    1,323,779
    
    
    
    3,656,250
    
    
    
    1,323,779
    
    
    
    4,980,029
    
    
    
    
    
    
    N/A
    
    2006
    
    N/AColonial Grand at Hampton Preserve
    
    
    
    
    
    
    10,500,000
    
    
    
    
    
    
    
    3,972,786
    
    
    
    10,500,000
    
    
    
    3,972,786
    
    
    
    14,472,786
    
    
    
    
    
    
    N/A
    
    2007
    
    N/AColonial Grand at Randal Park
    
    
    
    
    
    
    7,200,000
    
    
    
    
    
    
    
    11,954,798
    
    
    
    7,200,000
    
    
    
    11,954,798
    
    
    
    19,154,798
    
    
    
    
    
    
    N/A
    
    2006
    
    N/AColonial Grand at South End
    
    
    
    
    
    
    9,382,090
    
    
    
    
    
    
    
    2,702,045
    
    
    
    9,382,090
    
    
    
    2,702,045
    
    
    
    12,084,135
    
    
    
    
    
    
    N/A
    
    2007
    
    N/AColonial Grand at Sweetwater
    
    
    
    
    
    
    5,238,000
    
    
    
    
    
    
    
    2,055,880
    
    
    
    5,238,000
    
    
    
    2,055,880
    
    
    
    7,293,880
    
    
    
    
    
    
    N/A
    
    2006
    
    N/AColonial Grand at Thunderbird
    
    
    
    
    
    
    6,500,500
    
    
    
    
    
    
    
    1,878,091
    
    
    
    6,500,500
    
    
    
    1,878,091
    
    
    
    8,378,591
    
    
    
    
    
    
    N/A
    
    2007
    
    N/AColonial Promenade Huntsville
    
    
    
    
    
    
    8,047,720
    
    
    
    
    
    
    
    1,664,282
    
    
    
    8,047,720
    
    
    
    1,664,282
    
    
    
    9,712,002
    
    
    
    
    
    
    N/A
    
    2007
    
    N/AColonial Promenade Nor du Lac (4)(5)
    
    
    
    
    
    
    20,346,000
    
    
    
    
    
    
    
    18,710,296
    
    
    
    20,346,000
    
    
    
    18,710,296
    
    
    
    39,056,296
    
    
    
    
    
    
    N/A
    
    2008
    
    N/AUnimproved Land:
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Breland Land
    
    
    
    
    
    
    9,400,000
    
    
    
    
    
    
    
    854,695
    
    
    
    9,400,000
    
    
    
    854,695
    
    
    
    10,254,695
    
    
    
    
    
    
    N/A
    
    2005
    
    N/ACanal Place and Infrastructure
    
    
    
    
    
    
    10,951,968
    
    
    
    
    
    
    
    6,150,941
    
    
    
    10,951,968
    
    
    
    6,150,941
    
    
    
    17,102,909
    
    
    
    
    
    
    N/A
    
    2005
    
    N/AColonial Center Town Park 500
    
    
    
    
    
    
    2,903,795
    
    
    
    
    
    
    
    1,904,696
    
    
    
    2,903,795
    
    
    
    1,904,696
    
    
    
    4,808,491
    
    
    
    
    
    
    N/A
    
    1999
    
    N/AColonial Pinnacle Tutwiler Farm II
    
    
    
    
    
    
    4,682,430
    
    
    
    
    
    
    
    1,293,050
    
    
    
    4,682,430
    
    
    
    1,293,050
    
    
    
    5,975,480
    
    
    
    
    
    
    N/A
    
    2005
    
    N/AColonial Promenade Burnt Store
    
    
    
    
    
    
    615,380
    
    
    
    
    
    
    
    
    
    
    
    615,380
    
    
    
    
    
    
    
    615,380
    
    
    
    
    
    
    N/A
    
    1994
    
    N/ACraft Farms Mixed Use (3)(5)
    
    
    
    
    
    
    4,400,000
    
    
    
    
    
    
    
    (113,568
    )
    
    
    4,400,000
    
    
    
    (113,568
    )
    
    
    4,286,432
    
    
    
    
    
    
    N/A
    
    2004
    
    N/ACypress Village  Lot Development (3)(5)(6)
    
    
    
    
    
    
    12,488,672
    
    
    
    
    
    
    
    
    
    
    
    12,488,672
    
    
    
    
    
    
    
    12,488,672
    
    
    
    
    
    
    N/A
    
    2006
    
    N/AHeathrow Land and Infrastructure
    
    
    
    
    
    
    12,250,568
    
    
    
    
    
    
    
    2,926,120
    
    
    
    12,560,568
    
    
    
    2,616,120
    
    
    
    15,176,688
    
    
    
    
    
    
    N/A
    
    2002
    
    N/ALakewood Ranch
    
    
    
    
    
    
    479,900
    
    
    
    
    
    
    
    874,511
    
    
    
    479,900
    
    
    
    874,511
    
    
    
    1,354,411
    
    
    
    
    
    
    N/A
    
    1999
    
    N/ARandal Park (3)(5)
    
    
    
    
    
    
    33,686,904
    
    
    
    
    
    
    
    (14,097,076
    )
    
    
    33,686,904
    
    
    
    (14,097,076
    )
    
    
    19,589,828
    
    
    
    
    
    
    N/A
    
    2006
    
    N/ATown Park Land and Infrastructure
    
    
    
    
    
    
    6,600,000
    
    
    
    
    
    
    
    2,597,033
    
    
    
    6,600,000
    
    
    
    2,597,033
    
    
    
    9,197,033
    
    
    
    
    
    
    N/A
    
    1999
    
    N/AWhitehouse Creek  Lot Development and Infrastructure
    
    
    
    
    
    
    4,498,609
    
    
    
    
    
    
    
    9,726,032
    
    
    
    4,498,609
    
    
    
    9,726,032
    
    
    
    14,224,641
    
    
    
    
    
    
    N/A
    
    2006
    
    N/AWoodlands  Craft Farms Residential
    
    
    
    
    
    
    15,300,000
    
    
    
    
    
    
    
    7,326,430
    
    
    
    15,300,000
    
    
    
    7,326,430
    
    
    
    22,626,430
    
    
    
    
    
    
    N/A
    
    2004
    
    N/AOther Miscellaneous Projects
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    23,372,665
    
    
    
    
    
    
    
    23,362,124
    
    
    
    23,362,124
    
    
    
    (450,179
    )
    
    N/A
    
    N/A
    
    N/ACorporate Assets:
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    19,638,533
    
    
    
    
    
    
    
    19,638,530
    
    
    
    19,638,530
    
    
    
    (13,147,436
    )
    
    N/A
    
    N/A
    
    3-7 YearsCOLONIAL PROPERTIES TRUST
    
    $
    624,748,338
    
    
    $
    592,067,208
    
    
    $
    1,891,796,127
    
    
    $
    1,028,608,645
    
    
    $
    601,640,569
    
    
    $
    2,910,831,411
    
    
    $
    3,512,471,980
    
    
    $
    (519,728,050
    )Corporate Assets specific to Colonial Properties Trust
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (13,877
    )
    
    
    
    
    
    
    (13,877
    )
    
    
    (13,877
    )
    
    
    13,010COLONIAL REALTY LIMITED PARTNERSHIP
    
    $
    624,748,338
    
    
    $
    592,067,208
    
    
    $
    1,891,796,127
    
    
    $
    1,028,594,768
    
    
    $
    601,640,569
    
    
    $
    2,910,817,534
    
    
    $
    3,512,458,103
    
    
    $
    (519,715,040
    )
 2




---



##### Table of Contents



NOTES TO SCHEDULE III
December 31, 2009
 
 (1)
    
    See description of mortgage notes payable in Note 12 of Notes to Consolidated Financial
Statements.(2)
    
    The aggregate cost for Federal Income Tax purposes was approximately $2.4 billion at December
31, 2009.(3)
    
    Amounts include real estate assets classified as held for sale at December 31, 2009.(4)
    
    These projects are net of an impairment charge of
approximately $12.3 million which was recorded
during 2009.(5)
    
    These projects are net of an impairment charge of
approximately $116.9 million which was
recorded during 2008.(6)
    
    These projects are net of an impairment charge of
approximately $43.3 million which was recorded
during 2007.(7)
    
    The following is a reconciliation of real estate to balances reported at the beginning of the
year: COLONIAL PROPERTIES TRUST
Reconciliation of Real Estate
 2009
    
    
    2008
    
    
    2007Real estate investments:Balance at beginning of year
    
    $
    3,381,153,254
    
    
    $
    3,253,753,317
    
    
    $
    4,492,418,562Acquisitions of new property
    
    
    190,201,928
    
    
    
    22,050,000
    
    
    
    147,800,000Improvements and development
    
    
    62,572,080
    (a)
    
    
    219,240,957
    (b)
    
    
    342,861,295
    (c)Dispositions of property
    
    
    (121,455,282
    )
    
    
    (113,891,020
    )
    
    
    (1,729,326,540
    )Balance at end of year
    
    $
    3,512,471,980
    
    
    $
    3,381,153,254
    
    
    $
    3,253,753,317
 Reconciliation of Accumulated Depreciation
 2009
    
    
    2008
    
    
    2007Accumulated depreciation:Balance at beginning of year
    
    $
    406,443,915
    
    
    $
    327,754,602
    
    
    $
    495,268,312Depreciation
    
    
    115,489,492
    
    
    
    96,979,757
    
    
    
    114,044,627Depreciation of disposition of property
    
    
    (2,205,357
    )
    
    
    (18,290,444
    )
    
    
    (281,558,337
    )Balance at end of year
    
    $
    519,728,050
    
    
    $
    406,443,915
    
    
    $
    327,754,602
 COLONIAL REALTY LIMITED PARTNERSHIP
Reconciliation of Real Estate
 2009
    
    
    2008
    
    
    2007Real estate investments:Balance at beginning of year
    
    $
    3,381,135,399
    
    
    $
    3,253,753,317
    
    
    $
    4,492,418,562Acquisitions of new property
    
    
    190,201,928
    
    
    
    22,050,000
    
    
    
    147,800,000Improvements and development
    
    
    62,576,058
    (a)
    
    
    219,240,957
    (b)
    
    
    342,861,295
    (c)Dispositions of property
    
    
    (121,455,282
    )
    
    
    (113,908,875
    )
    
    
    (1,729,326,540
    )Balance at end of year
    
    $
    3,512,458,103
    
    
    $
    3,381,135,399
    
    
    $
    3,253,753,317
 Reconciliation of Accumulated Depreciation
 2009
    
    
    2008
    
    
    2007Accumulated depreciation:Balance at beginning of year
    
    $
    406,427,547
    
    
    $
    327,754,602
    
    
    $
    495,268,312Depreciation
    
    
    115,492,851
    
    
    
    96,979,757
    
    
    
    114,044,627Depreciation of disposition of property
    
    
    (2,205,357
    )
    
    
    (18,306,812
    )
    
    
    (281,558,337
    )Balance at end of year
    
    $
    519,715,041
    
    
    $
    406,427,547
    
    
    $
    327,754,602
 
 (a)
    
    This amount is net of an impairment charge of approximately $12.3 million which was
recorded during 2009.(b)
    
    This amount is net of an impairment charge of approximately $116.9 million which was recorded
during 2008.(c)
    
    This amount is net of an impairment charge of approximately $43.3 million which was recorded
during 2007. 3




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##### Table of Contents



Colonial Properties Trust
Index to Exhibits
 10.56
    
    Agreement for Purchase of Membership Interests, dated
November 25, 2009, by and among CRTP OP, LLC, ACP Fitness Center
LLC, Colonial Office JV LLC and Colonial Properties Services, Inc.10.57
    
    Redemption of Membership Interests Agreement, dated
November 25, 2009, by and among Colonial Office JV LLC, CRTP OP
LLC and DRA CRT Acquisition Corp.12.1
    
    Computation of Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed
Charges and Preferred Share Distributions for the Trust12.2
    
    Computation of Ration of Earnings to Fixed Charges for CRLP21.1
    
    List of Subsidiaries23.1
    
    Consent of Deloitte & Touche LLP23.2
    
    Consent of PricewaterhouseCoopers LLP23.3
    
    Consent of Weiser LLP23.4
    
    Consent of PricewaterhouseCoopers LLP31.1
    
    Certification of the Chief Executive Officer of the Trust required by Rule 13a-14(a) under
the Securities and Exchange Commission of 193431.2
    
    Certification of the Chief Financial Officer of the Trust required by Rule 13a-14(a) under
the Securities and Exchange Commission of 193431.3
    
    Certification of the Chief Executive Officer of the Trust, in its capacity as general partner
of CRLP, required by Rule 13a-14(a) under the Securities Exchange Act of 193431.4
    
    Certification of the Chief Financial Officer of the Trust, in its capacity as general partner
of CRLP, required by Rule 13a-14(a) under the Securities Exchange Act of 193432.1
    
    Certification of the Chief Executive Officer of the Trust required by Rule 13a-14(b) under
the Securities Exchange
Act of 1934 and 18 U.S.C. Section 135032.2
    
    Certification of the Chief Financial Officer of the Trust required by Rule 13a-14(b) under
the Securities Exchange
Act of 1934 and 18 U.S.C. Section 135032.3
    
    Certification of the Chief Executive Officer of the Trust, in its capacity as general partner of CRLP, required by
Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 135032.4
    
    Certification of the Chief Financial Officer of the Trust, in its capacity as general partner of CRLP, required by
Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350
 4