##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, DC 20549
  Form 10-K
  ANNUAL REPORT
 PURSUANT TO SECTION 13 OR 15(d)
 OF THE SECURITIES EXCHANGE ACT OF 1934
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2008ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission File Number 1-12358
  COLONIAL PROPERTIES
    TRUST
 (Exact name of registrant as
    specified in its charter)
  Alabama(State or other
    jurisdiction
    of incorporation)

59-7007599(IRS Employer
    Identification Number)   2101 Sixth Avenue North, Suite 750, Birmingham, Alabama
    35203
 (Address of principal executive
    offices) (Zip Code)
  Registrants telephone number, including area code:
 (205) 250-8700
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of each class

Name of each exchange on which registeredCommon Shares of Beneficial Interest,
    $.01 par value per share

New York Stock ExchangeDepositary shares, each representing
    1/10
    of a share of
    81/8%
    Series D Cumulative Redeemable
    Preferred Shares of Beneficial Interest,
    par value $.01 per share

New York Stock Exchange   Securities registered pursuant to Section 12(g) of the
    Act:
 None
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  12b-2
   Large
    accelerated
    filer þ
    Accelerated
    filer o
    Non-accelerated
    filer o
    Smaller
    reporting
    company o (Do not check if a smaller
    reporting company)
  Rule 12b-2 o þ




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TABLE OF CONTENTS  PART IItem 1. Business.Item 1A. Risk FactorsItem 1B. Unresolved Staff Comments.Item 2. Operating Properties.Item 3. Legal Proceedings.Item 4. Submission of Matters to a Vote of Security Holders.Item 6. Selected Financial Data.Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations.Item 7A. Quantitative and Qualitative Disclosures about Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.Item 9A. Controls and Procedures.PART IIIItem 10. Trustees, Executive Officers and Corporate Governance.Item 11. Executive Compensation.Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director Independence.Item 14. Principal Accountant Fees and Services.Part IVItem 15. Exhibits and Financial Statement SchedulesSIGNATURESEX-3.1EX-3.2EX-10.44EX-10.45EX-10.46EX-10.47EX-12.1EX-21.1EX-23.1EX-23.2EX-23.3EX-31.1EX-31.2EX-32.1EX-32.2    Table of Contents   Documents
    Incorporated by Reference
   
  PART I
  Form 10-K
  
    the weakening economy and mounting job losses in the U.S.,
    together with the downturn in the overall U.S. housing
    market resulting in increased supply and all leading to
    deterioration 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, office and retail 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 office and retail 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;
    increased 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 retail 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 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;
    effects of tax legislative action;
    our ability to continue to satisfy complex rules in order for us
    to maintain our status as a REIT for federal income tax
    purposes, the ability of our operating partnership 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 2




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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;
    other factors affecting the real estate industry
    generally; 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.   
  Item 1.
    Business.  As used herein, the terms Company,
    Colonial, we, us and
    our refer to Colonial Properties Trust, an Alabama
    real estate investment trust, and one or more of its
    subsidiaries and other affiliates, including Colonial Realty
    Limited Partnership, Colonial Properties Services Limited
    Partnership and Colonial Properties Services, Inc. or, as the
    context may require, Colonial Properties Trust only or Colonial
    Realty Limited Partnership only.
         3




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(205) 250-8700.
  Business
    Strategy
    
    In June 2007, we completed the office joint venture transaction
    with DRA G&I Fund VI Real Estate Investment Trust, an
    entity advised by DRA Advisors LLC (DRA). We sold to
    DRA our 69.8% interest in the newly formed joint venture (the
    DRA/CLP JV) that became the owner of 24 office
    properties and two retail properties that were previously
    wholly-owned by CRLP. Total sales proceeds from the sale of this
    69.8% interest were approximately $379.0 million. We
    retained, through CRLP, a 15% minority interest in the DRA/CLP
    JV (see Notes 2 and 10 to our Notes to Consolidated
    Financial Statements included in Item 8 of this
    Form 10-K),
    as well as management and leasing responsibilities for the 26
    properties;
    In June 2007, we completed the retail joint venture transaction
    with OZRE Retail, LLC (OZRE). We sold to OZRE our
    69.8% interest in the newly formed joint venture (the OZRE
    JV) that became the owner of 11 retail properties that
    were previously wholly-owned by CRLP. Total sales proceeds from
    the sale of this 69.8% interest were approximately
    $115.0 million. We retained, through CRLP, a 15% minority
    interest in the OZRE JV (see Notes 2 and 10 to our Notes to
    Consolidated Financial Statements included in Item 8 of
    this
    Form 10-K),
    as well as management and leasing responsibilities for the 11
    properties; and
    In July 2007, we completed the outright sale of an additional 12
    retail assets and the sale of our interests in one other retail
    asset. As a result of the sale of one of these wholly-owned
    assets, we recorded an impairment charge of approximately
    $2.5 million during 2007. This charge is included in
    Income from discontinued operations in the
    Consolidated Statements of Operations and Comprehensive Income
    (Loss) included in Item 8 of this
    Form 10-K.  Form 10-K). Form 10-K.
       4




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Form 10-K.
  Operating
    Strategy
    
    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 that are
    approaching or have reached their maximum investment potential
    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 office and retail 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
    including condominium conversions and land held for future sale
    and for-sale residential and mixed-use developments.  Financing
    Strategy
    
    targeting conservative debt service and fixed charge coverage; 5




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
    extending and sequencing the maturity dates of our debt;
    borrowing primarily at fixed rates; and
    pursuing long-term debt financings and refinancings on a secured
    or unsecured basis subject to market conditions.  Form 10-K, A Downgrade
    in Our Credit Ratings Could Adversely Affect Our
    Performance.
          Property
    Management
    Operational
    Structure and Segments
   6




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Form 10-K Form 10-K
    Multifamily Apartment Communities
  For-Sale Residential
  Office Properties
  Retail Properties
 7




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Acquisitions
    and Developments
  Form 10-K,
  Total Units/


TotalLocation


Square Feet (1)


Cost(In thousands)Consolidated Acquisitions:Multifamily PropertiesColonial Village at Matthews(2)(3)


Charlotte, NC



270


$
18,400Total Consolidated Acquisitions






270


$
18,400Completed Developments:Multifamily PropertyColonial Grand at Traditions(4)


Gulf Shores, AL



324


$
13,938Colonial Village at Cypress Village(5)(6)


Gulf Shores, AL



96



26,235Colonial Village at Godley Lake


Savannah, GA



288



26,668Colonial Grand at Arysley


Charlotte, NC



368



35,803Colonial Grand at Huntersville


Charlotte, NC



250



26,031Colonial Grand at Matthews Commons


Charlotte, NC



216



21,262Enclave(5)(7)


Charlotte, NC



85



25,353Colonial Grand at Shelby Farms II(8)


Memphis, TN



154



12,7581,781



188,048Office PropertiesColonial Center TownPark 400(9)


Orlando, FL



176



27,031Metropolitan Midtown(9)(10)


Charlotte, NC



162



34,569338



61,600Retail PropertiesColonial Promenade Fultondale(11)


Birmingham, AL



159



21,220Metropolitan Midtown(9)(10)


Charlotte, NC



172



39,501Colonial Promenade Smyrna(12)


Nashville, TN



148



17,507479



78,228For-Sale PropertiesGrander(13)


Gulf Shores, AL



26



11,061Whitehouse Creek(14)


Mobile, AL



59



2,543Regents Park(15)


Atlanta, GA



23



35,271Metropolitan Midtown(9)(10)


Charlotte, NC



101



36,197209



85,072Total Completed Developments









$
412,948     (1)
    
    Square footage is presented in
    thousands and excludes anchor-owned square footage.(2)
    
    Prior to our acquisition of the
    remaining 75% interest in this property in January 2008, we
    owned a 25% interest in this property through one of our
    unconsolidated joint ventures.(3)
    
    Amount represents our portion of
    the acquisition cost, including mortgage debt assumed.(4)
    
    Represents 35% of development
    costs, as we are a 35% equity partner in this unconsolidated
    development.(5)
    
    These properties, formerly
    for-sale residential properties, are now multifamily apartment
    communities.(6)
    
    Total costs are presented net of
    $16.8 million impairment charge recorded during
    2007.(7)
    
    Total costs are presented net of
    a $5.4 million impairment charge recorded during
    2007.(8)
    
    This property was sold during
    June 2008.(9)
    
    These projects are part of
    mixed-use developments.(10)
    
    Total costs for Metropolitan
    Midtown are presented net of economic grant proceeds of
    approximately $12.3 million (present value). Total costs
    for the for-sale Metropolitan Midtown development are presented
    net of a $9.1 million impairment charge recorded during
    2008.(11)
    
    This property was sold during
    February 2009.(12)
    
    Represents 50% of the
    development costs, as we are a 50% equity partner in this
    unconsolidated development.(13)
    
    Total costs are presented net of
    a $6.7 million and $4.3 million impairment charge
    recorded during 2008 and 2007, respectively.(14)
    
    Residential lot
    development. 8




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(15)
    
    Total costs are presented net of
    a $14.8 million and $1.2 million impairment charge
    recorded during 2008 and 2007, respectively. We began
    consolidating this project in our financial statements in 2008.
    See Note 3  Summary of Significant
    Accounting Policies under Notes Receivable in our Notes to
    Consolidated Financial Statements contained in Item 8 of
    this
    Form 10-K.  Acquisitions
  Multifamily
    Property
  Colonial Village at Matthews 270-unit
  Completed
    Developments
  Multifamily
    Properties
  Colonial Grand at Traditions  324-unit
  Colonial Village at Cypress Village  96-unit
  Colonial Village at Godley Lake  288-unit
  Colonial Grand at Arysley  368-unit
  Colonial Grand at Huntersville  250-unit
  Colonial Village at Matthews Commons  216-unit
  Enclave  85-unit
  Colonial Grand at Shelby Farms II  154-unit
 9




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Office
    Properties
  Colonial Center TownPark 400 
  Metropolitan Midtown 
  Retail
    Properties
  Colonial Promenade Fultondale
  Colonial Promenade Smyrna 
  Metropolitan Midtown 
  For-Sale
    Properties
  Grander 26-unit
  Whitehouse Creek (formerly Spanish Oaks)
  Regents Park  23-unit
  Metropolitan Midtown 101-unit
 10




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Ongoing
    Development Activity
  Form 10-K
  TotalUnits/








CostsSquare





Estimated


CapitalizedLocation


Feet (1)


Estimated


Total Costs


to Date(Unaudited)


Completion


(In thousands)


(In thousands)Multifamily Projects:Colonial Grand at Desert Vista


Las Vegas, NV



380



2009



53,000



42,463Colonial Grand at Ashton Oaks


Austin, TX



362



2009



35,300



28,316Colonial Grand at Onion Creek


Austin, TX



300



2009



32,300



32,000Retail Projects:Colonial Promenade Tannehill(2)


Birmingham, AL



350



2009



8,900



5,633Construction in Progress for Active Developments

















$
108,412Unconsolidated(3):Colonial Pinnacle Turkey Creek III(4)


Knoxville, TN



160



2009



14,900



11,300Unconsolidated Construction in Progress for Active
    Developments

















$
11,300      (1)
    
    Square footage is presented in
    thousands and excludes anchor-owned square-footage.(2)
    
    Total cost and development costs
    recorded through December 31, 2008 have been reduced by
    $44.7 million for the portion of the development that was
    placed into service during 2008. Total cost for this project is
    expected to be approximately $53.6 million, of which,
    $6.4 million is expected to be received from the city as
    reimbursement for infrastructure costs.(3)
    
    Units and square feet for these
    unconsolidated projects represent the entire number of
    units/total square footage for the development.(4)
    
    Development costs represent 50%
    of total development costs, as we are a 50% partner in this
    project. 11




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Multifamily
    Development Activity
  Colonial Grand at Desert Vista  380-unit
  Colonial Grand at Ashton Oaks  During 2008, we
    began the develo 362-unit
  Colonial Grand at Onion Creek  300-unit
    Retail
    Development Activity
  Colonial Promenade Tannehill 
  Colonial Pinnacle Turkey Creek III 
  Future
    Development Activity
    CostsTotal Units/


CapitalizedLocation


Square Feet (1)


to Date(Unaudited)


(In thousands)Multifamily Projects:Colonial Grand at Sweetwater


Phoenix, AZ



195


$
7,281Colonial Grand at Thunderbird


Phoenix, AZ



244



8,368Colonial Grand at Randal Park(2)


Orlando, FL



750



13,604 12




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CostsTotal Units/


CapitalizedLocation


Square Feet (1)


to Date(Unaudited)


(In thousands)Colonial Grand at Hampton Preserve


Tampa, FL



486



14,320Colonial Grand at South End


Charlotte, NC



353



12,046Colonial Grand at Wakefield


Raleigh, NC



369



7,210Colonial Grand at Azure


Las Vegas, NV



188



7,728Colonial Grand at Cityway


Austin, TX



320



4,967RetailColonial Pinnacle Craft Farms II(2)


Gulf Shores, AL



74



2,027Colonial Promenade Huntsville


Huntsville, AL



111



9,527Colonial Promenade Nor du Lac(3)


Covington, LA



497



34,029Other Projects and Undeveloped LandMultifamily










6,714Office










2,880Retail










5,502For-Sale Residential(4)










43,119Mixed-Use(5)










92,942Consolidated Construction in Progress









$
272,264      (1)
    
    Square footage is presented in
    thousands and excludes anchor-owned square-footage.(2)
    
    These projects are part of
    mixed-use developments.(3)
    
    Costs capitalized to date are
    net of a $19.3 million impairment charge (see discussion
    under Impairment below) and excludes
    $24.0 million of community development district special
    assessment bonds.(4)
    
    Costs capitalized to date are
    net of a $6.5 million impairment charge recorded during
    2008 and a $14.8 million impairment charge recorded during
    2007.(5)
    
    Costs capitalized to date are
    net of a $29.7 million impairment charge recorded during
    2008.  Dispositions
    Consolidated
    Dispositions
    Units/Square





Gain onProperty

Location


Feet


Sales Price(1)


Sales of Property(In thousands)


(In thousands)MultifamilyColonial Grand at Hunters Creek


Orlando, FL



496



57,700



33,530Colonial Grand at Shelby Farms I&II


Memphis, TN



450



41,000



3,716Colonial Village at Pear Ridge


Dallas, TX



242



15,500



1,378Colonial Village at Bear Creek


Fort Worth, TX



120



5,950



747Colonial Village at Bedford


Fort Worth, TX



238



12,000



1,170Cottonwood Crossing


Fort Worth, TX



200



7,300



648Office250 Commerce Center


Montgomery, AL



37,000



3,050



2,576Total









$
142,500


$
43,765   Unconsolidated
    Dispositions
   13




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For-Sale
    Projects
    Year EndedDecember 31,2008(Amounts in thousands)Condominium conversion revenues

$
448Condominium conversion costs


(401
)Gains on condominium conversion sales, before minority interest
    and income taxes


47For-sale residential revenues


17,851For-sale residential costs


(16,226
)Gains on for-sale residential sales, before minority interest
    and income taxes


1,625Minority interest


Provision for income taxes


(552
)Gains on condominium conversion and for-sale residential sales,
    net of minority interest and income taxes

$
1,120       Impairment
   14




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lease-up,
  and/or
  Our ability
    to dispose of our existing inventory of condominium and for-sale
    residential assets could adversely affect our results of
    operations.
  Recent
    Events
  Management
    Changes
   15




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Property
    Dispositions
  square-feet)
  Financing
    Activity
        Restructuring
    Charges
    Distribution
    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 Form 10-K
 16




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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 Form 10-K
  Insurance
  Uninsured or underinsured losses could
    adversely affect our financial condition.
  Employees
  on-site and/or
  Tax
    Status
   17




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Distribution Per Share

Ordinary Income


Capital Gain


Return of Capital$0.50


31.73
%


68.27
%


0.00
%$0.50


31.73
%


68.27
%


0.00
%$0.50


31.73
%


68.27
%


0.00
%$0.25


31.73
%


68.27
%


0.00
%     Available
    Information
  www.colonialprop.com Form 10-K, Form 10-Q, Form 8-K, 1-800-645-3917.
 18




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Executive
    Officers of the Company
    Thomas H. Lowder
  C. Reynolds Thompson, III
  Paul F. Earle and/or and/or
  Ray Hutchinson
 19




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John P. Rigrish
  Jerry A. Brewer
  Bradley P. Sandidge
 20




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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 our 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.
  We have separated the risks into the following categories:
  
    Risks associated with real estate;
    Risks associated with our operations;
    Risks associated with our indebtedness and financing
    activities;
    Risks associated with our organization and structure;
    Risks related to our shares; and
    Risks associated with income tax laws.  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.
  and/or
 21




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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 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;
    oversupply of multifamily, office, retail 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 tenants of our multifamily
    properties 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 regulation, which could adversely affect
    our results of operations through increased costs and/or an
    inability to pursue business opportunities.
   22




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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.
  Form 10-K).
  Compliance
    or failure to comply with the Americans with Disabilities Act
    and Fair Housing Act could result in substantial
    costs.
    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.
   23




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
    local real estate market conditions, such as oversupply or
    reduction in demand, may result in reduced or fluctuating sales;
    for-sale properties under development or 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.  Form 10-K and/or
  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, office or retail 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.     24




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##### Table of Contents



and/or
  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.
    Tenant
    bankruptcies and downturns in tenants businesses may
    adversely affect our operating results by decreasing our
    revenues.
   25




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##### Table of Contents



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.
  and/or
   26




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##### 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.
  and/or
 27




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##### Table of Contents




    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;
    we may incur development costs for a property that exceed
    original estimates due to increased materials, labor or other
    costs or unforeseen environmental conditions, which could make
    completion of the property 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.
    
    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; 28




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##### Table of Contents




    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 20 to our Notes to Consolidated
    Financial Statements included in Item 8 of this
    Form 10-K);
    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.  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.
  Form 10-K,
  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
    be unable to successfully integrate and effectively manage the
    properties we acquire, which could adversely affect our results
    of operations.
   29




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##### Table of Contents



We may
    not be able to achieve the anticipated financial and operating
    results from our acquisitions, which would adversely affect our
    operating results.
    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.
  We rely on debt financing for our business. ,
     30




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##### Table of Contents



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.
    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 31




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##### Table of Contents




    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 our common
    shares.
  and/or
 32




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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 Adversely Affect Our
    Performance
    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.
        Restrictions
    on the acquisition and change in control of the Company may have
    adverse effects on the value of our common shares.
    Our Declaration of Trust contains ownership limits and
    restrictions on transferability.
 33




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##### Table of Contents




    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.    Our Declaration of Trust permits our Board of Trustees to
    issue preferred shares with terms that may discourage a third
    party from acquiring us.
  Our 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.
   34




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##### Table of Contents



Risks
    Related to Our Shares
  Market
    interest rates and low trading volume may have an adverse effect
    on the market value of our common shares.
    A
    large number of shares available for future sale could adversely
    affect the market price of our 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 our common
    shares.
      
    our financial condition and operating performance and the
    performance of other similar companies; 35




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##### Table of Contents




    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
  Our
    failure to qualify as a REIT would decrease the funds available
    for distribution to our shareholders and adversely affect the
    market price of our common shares.
  Form 10-K
   36




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##### Table of Contents



Even
    if we qualify as a REIT, we will be required to pay some taxes
    (particularly related to our taxable REIT
    subsidiary).
      REIT
    Distribution Requirements May Increase our
    Indebtedness.
   37




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##### Table of Contents



Tax
    Elections Regarding Distributions May Impact our Future
    Liquidity.
   
  Item 1B.
    Unresolved
    Staff Comments.   38




---



##### Table of Contents



Item 2.
    Operating
    Properties.  General
    Multifamily
    Properties
  lease-up, and/or
 39




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##### Table of Contents



Consolidated
    Multifamily Properties
  AverageNumber


Approximate





RentalConsolidated Multifamily



Year

of


Rentable Area


Percent


RateProperty(1)

Location

Completed(2)

Units(3)


(Square Feet)


Occupied


Per Unit(4)Alabama:CG at Liberty Park

Birmingham

2000


300



338,684



98.0
%

$
948CV at Inverness II & III

Birmingham

1986/1987/1990/1997


586



508,472



97.1
%


604CV at Trussville

Birmingham

1996


376



410,340



95.5
%


707CV at Cypress Village

Gulf Shores

2008


96



205,992



93.8
%


983CG at Edgewater I

Huntsville

1990/1999


500



542,892



98.0
%


720CG at Madison

Huntsville

2000


336



354,592



96.1
%


816CV at Ashford Place

Mobile

1983


168



145,600



95.8
%


636CV at Huntleigh Woods

Mobile

1978


233



198,861



92.7
%


570Subtotal  Alabama






2,595



2,705,433



96.4
%


722Arizona:CG at Inverness Commons

Scottsdale

2002


300



201,569



94.7
%


804CG at OldTown Scottsdale North

Scottsdale

1995


208



264,728



93.8
%


898CG at OldTown Scottsdale South

Scottsdale

1994


264



205,984



88.3
%


923CG at Scottsdale

Scottsdale

1999


180



305,904



97.2
%


1,069Subtotal  Arizona






952



978,185



93.2
%


908Florida:CG at Heather Glen

Orlando

2000


448



523,228



94.9
%


970CG at Heathrow

Orlando

1997


312



353,040



93.9
%


966CG at Town Park Reserve

Orlando

2004


80



77,416



96.3
%


1,134CG at Town Park(Lake Mary)

Orlando

2002


456



535,340



95.8
%


1,014CV at Twin Lakes

Orlando

2004


460



417,808



93.5
%


871Portofino at Jensen Beach(5)

Port St. Lucie

2002


118



136,670



89.0
%


840CG at Lakewood Ranch

Sarasota

1999


288



301,656



99.3
%


978CG at Seven Oaks

Tampa

2004


318



301,684



97.2
%


885Murano at Delray Beach(5)

West Palm Beach

2002


93



112,273



95.7
%


1,157Subtotal  Florida






2,573



2,759,115



95.3
%


956Georgia:CG at Barrett Creek

Atlanta

1999


332



309,962



92.8
%


803CG at Berkeley Lake

Atlanta

1998


180



244,217



97.2
%


933CG at McDaniel Farm

Atlanta

1997


425



450,696



94.1
%


785CG at McGinnis Ferry

Atlanta

1997


434



509,455



91.7
%


876CG at Mount Vernon

Atlanta

1997


213



257,180



96.7
%


1,080CG at Pleasant Hill

Atlanta

1996


502



501,816



94.0
%


794CG at River Oaks

Atlanta

1992


216



276,208



96.8
%


888CG at River Plantation

Atlanta

1994


232



310,364



95.3
%


893CG at Shiloh

Atlanta

2002


498



533,243



97.8
%


841CG at Sugarloaf

Atlanta

2002


250



328,558



96.4
%


903CG at Godley Station I

Savannah

2005


312



337,344



93.9
%


858CG at Hammocks

Savannah

1997


308



323,844



92.9
%


929CV at Godley Lake(6)

Savannah

2008


288



269,504



LU



700CV at Greentree

Savannah

1984


194



165,216



88.1
%


717CV at Huntington

Savannah

1986


147



121,112



88.4
%


735CV at Marsh Cove

Savannah

1983


188



197,200



91.0
%


784Subtotal  Georgia






4,719



5,135,919



94.1
%


851Nevada:CG at Desert Vista(7)

Las Vegas

Dev














Subtotal  Nevada


















North Carolina:CV at Pinnacle Ridge

Asheville

1948/1985


166



146,856



98.2
%


695CG at Ayrsley

Charlotte

2008


368



371,652



92.9
%


877CG at Beverly Crest

Charlotte

1996


300



278,685



95.3
%


746CG at Huntersville

Charlotte

2008


250



247,908



94.8
%


848CG at Legacy Park

Charlotte

2001


288



300,768



96.2
%


762CG at Mallard Creek

Charlotte

2004


252



232,646



98.0
%


798CG at Mallard Lake

Charlotte

1998


302



300,806



96.7
%


765CG at Matthews Commons(6)

Charlotte

2008


216



205,200



LU



CG at University Center

Charlotte

2006


156



167,051



96.8
%


768CV at Chancellor Park

Charlotte

1996


340



326,560



90.9
%


727CV at Charleston Place

Charlotte

1986


214



172,405



94.4
%


577CV at Greystone

Charlotte

1998/2000


408



386,988



87.5
%


637CV at Matthews

Charlotte

1990


270



255,712



95.2
%


751CV at Meadow Creek

Charlotte

1984


250



230,430



92.4
%


631CV at South Tryon

Charlotte

2002


216



236,088



85.2
%


729CV at Stone Point

Charlotte

1986


192



172,992



93.2
%


685 40




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##### Table of Contents



AverageNumber


Approximate





RentalConsolidated Multifamily



Year

of


Rentable Area


Percent


RateProperty(1)

Location

Completed(2)

Units(3)


(Square Feet)


Occupied


Per Unit(4)CV at Timber Crest

Charlotte

2000


282



273,408



94.3
%


675Enclave(6)

Charlotte

2008


85



109,179



LU



Heatherwood

Charlotte

1980


476



438,563



89.1
%


616Autumn Park I & II

Greensboro

2001/2004


402



403,776



93.5
%


755CG at Arringdon

Raleigh

2003


320



311,200



95.6
%


781CG at Crabtree Valley

Raleigh

1997


210



209,670



92.4
%


746CG at Patterson Place

Raleigh

1997


252



236,756



95.6
%


807CG at Trinity Commons

Raleigh

2000/2002


462



484,404



93.3
%


779CV at Deerfield

Raleigh

1985


204



198,180



97.1
%


721CV at Highland Hills

Raleigh

1987


250



262,639



96.8
%


697CV at Woodlake(8)

Raleigh

1996


266



255,124



93.6
%


678CG at Wilmington

Wilmington

1998/2002


390



355,896



90.0
%


726CV at Mill Creek

Winston-Salem

1984


220



209,680



90.9
%


594Glen Eagles I & II

Winston-Salem

1990/2000


310



312,320



91.0
%


651Subtotal  North Carolina






8,317



8,093,542



93.2
%


724South Carolina:CG at Cypress Cove

Charleston

2001


264



303,996



93.6
%


879CG at Quarterdeck

Charleston

1987


230



218,880



93.5
%


886CV at Hampton Pointe

Charleston

1986


304



314,600



86.8
%


765CV at Waters Edge

Charleston

1985


204



187,640



95.6
%


698CV at Westchase

Charleston

1985


352



258,170



90.6
%


656CV at Windsor Place

Charleston

1985


224



213,440



90.2
%


714Subtotal  South Carolina






1,578



1,496,726



91.4
%


761TennesseeCG at Bellevue

Nashville

1996


349



344,954



96.0
%


879Subtotal  Tennessee






349



344,954



96.0
%


879Texas:Ashton Oaks(7)

Austin

Dev














CG at Onion Creek(7)

Austin

Dev














CG at Round Rock

Austin

2006


422



429,645



94.3
%


808CG at Silverado

Austin

2004


238



239,668



94.1
%


781CG at Silverado Reserve

Austin

2006


256



266,146



95.3
%


837CV at Canyon Hills

Austin

1996


229



183,056



94.3
%


701CV at Quarry Oaks

Austin

1996


533



469,899



96.6
%


709CV at Sierra Vista

Austin

1999


232



205,604



94.4
%


687Brookfield

Dallas

1984


232



165,672



94.8
%


551CG at Valley Ranch

Dallas

1997


396



462,104



93.4
%


1,039CV at Main Park

Dallas

1984


192



180,258



95.8
%


757CV at Oakbend

Dallas

1996


426



382,751



94.4
%


738CV at Vista Ridge

Dallas

1985


300



237,468



98.3
%


606Paces Cove

Dallas

1982


328



219,726



92.4
%


514Remington Hills

Dallas

1984


362



346,592



95.3
%


759Summer Tree

Dallas

1980


232



136,272



97.8
%


508CG at Bear Creek

Fort Worth

1998


436



395,137



96.8
%


849CV at Grapevine I & II

Fort Worth

1985


450



387,244



96.2
%


708CV at North Arlington

Fort Worth

1985


240



190,540



94.2
%


611CV at Shoal Creek

Fort Worth

1996


408



381,756



95.3
%


792CV at Willow Creek

Fort Worth

1996


478



426,764



96.4
%


782Subtotal  Texas






6,390



5,706,302



95.4
%


738Virginia:Autumn Hill(9)

Charlottesville

1970


425



369,664



72.5
%


751CV at Harbour Club

Norfolk

1988


213



193,163



93.4
%


879CV at Tradewinds

Norfolk

1988


284



279,884



91.2
%


819Ashley Park

Richmond

1988


272



194,464



88.2
%


728CR at West Franklin(10)

Richmond

1964/1965


332



169,854



95.8
%


764CV at Chase Gayton

Richmond

1984


328



311,266



97.0
%


827CV at Hampton Glen

Richmond

1986


232



177,760



99.1
%


865CV at Waterford

Richmond

1989


312



288,840



96.8
%


861CV at West End

Richmond

1987


224



156,332



99.1
%


799CV at Greenbrier

Washington DC

1980


258



217,245



97.7
%


914Subtotal  Virginia






2,880



2,358,472



91.9
%


815TOTAL






30,353



29,578,648



94.1
%

$
784     (1)
    
    All properties are 100% owned by
    us, including three properties that are in
    lease-up and
    three that are currently being developed. In the listing of
    multifamily property names, CG has been used as an abbreviation
    for Colonial Grand, CV as an abbreviation for Colonial Village
    and CR as an abbreviation for Colonial Reserve.(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, 2008. 41




---



##### Table of Contents



(4)
    
    Represents weighted average
    rental rate per unit of the 100 consolidated multifamily
    properties, excluding the three properties in
    lease-up, at
    December 31, 2008.(5)
    
    These properties were previously
    condominium projects. During the second quarter of 2008, the
    Company made the decision to lease all remaining unsold
    units.(6)
    
    These properties are currently
    in lease-up
    and are not included in the Percent Occupied and Average
    Rental Rate per Unit Totals.(7)
    
    These properties are currently
    in development and are not included in the Percent Occupied
    and Average Rental Rate per Unit Totals.(8)
    
    This property was renamed during
    2008 from Parkside at Woodlake to CV at Woodlake.(9)
    
    This property was renamed during
    2008 from Trophy Chase I & II to Autumn Hill(10)
    
    This property was renamed during
    2008 from Trolley Square East & West to CR at West
    Franklin.    Unconsolidated
    Multifamily Properties
  AverageNumber


Approximate





RentalUnconsolidated Multifamily



Year


of


Rentable Area


Percent


RateProperty(1)

Location

Completed(2)


Units(3)


(Square Feet)


Occupied


Per Unit(4)Alabama:CG at Mountain Brook

Birmingham


1987/1991



392



392,700



95.9
%

$
720Colony Woods

Birmingham


1988



414



450,682



98.1
%


685CV at Rocky Ridge

Birmingham


1984



226



258,900



95.1
%


693The Grove at Riverchase

Birmingham


1996



345



327,223



94.8
%


742CG at Traditions(5)

Gulf Shores


2007



324



321,744



LU



Subtotal  Alabama








1,701



1,751,249



96.2
%


711Florida:CG at Palma Sola

Sarasota


1992



340



293,272



95.3
%


777Subtotal  Florida








340



293,272



95.3
%


777Georgia:CG at Huntcliff

Atlanta


1997



358



364,633



96.4
%


902Subtotal  Georgia








358



364,633



96.4
%


902North Carolina:CG at Research Park (Durham)

Raleigh


2002



370



377,050



94.3
%


775CV at Cary

Raleigh


1995



319



400,127



91.2
%


868Subtotal  North Carolina








689



777,177



92.9
%


818TennesseeCG at Brentwood

Nashville


1995



254



286,922



96.1
%


983Subtotal  Tennessee








254



286,922



96.1
%


983Texas:CG at Canyon Creek

Austin


2007



336



348,960



93.5
%


872Cunningham

Austin


2000



280



258,294



92.5
%


754Belterra

Fort Worth


2006



288



278,292



91.0
%


882Subtotal  Texas








904



885,546



92.4
%


839TOTAL








4,246



4,358,799



92.3
%

$
800     (1)
    
    We hold between a 5% 
    35% non-controlling interest in these unconsolidated joint
    ventures. 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, 2008.(4)
    
    Represents weighted average
    rental rate per unit of the 12 unconsolidated multifamily
    properties not in
    lease-up at
    December 31, 2008.(5)
    
    This property is currently in
    lease-up and
    is not included in the Percent Occupied and Average Rental Rate
    per Unit totals. 42




---



##### Table of Contents



Average BaseNumber


Percent


Rental RateYear-End

of Units


Leased(1)


Per Unit(1)December 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
%


817December 31, 2004


15,489



94.7
%


851     (1)
    
    Represents weighted average
    occupancy of the multifamily properties that had achieved
    stabilized occupancy at the end of the respective period
    (excluding three properties in
    lease-up at
    December 31, 2008).    Average BaseNumber


Percent


Rental RateYear-End

of Units


Leased(1)


Per Unit(1)December 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
%


666December 31, 2004


9,520



90.0
%


324     (1)
    
    Represents weighted average
    occupancy of the multifamily properties that had achieved
    stabilized occupancy at the end of the respective period
    (excluding four properties in
    lease-up at
    December 31, 2008).  Office
    Properties
  lease-up),
 43




---



##### Table of Contents



Consolidated
    Office Properties
  Average BaseNet Rentable





Total


Rent PerConsolidated



Year


Area


Percent


Annualized


LeasedOffice Property(1)

Location

Completed(2)


Square Feet


Leased


Base Rent(3)


Square FootAlabama:Colonial Center Brookwood Village

Birmingham



2007



169,256



99.3
%

$
4,926,839


$
29.31Subtotal-Alabama









169,256



99.3
%


4,926,839



29.31Florida:Town Park 400(4)

Orlando



2008



175,674



LU



-



-Subtotal-Florida









175,674











North Carolina:Metropolitan Midtown(4)

Charlotte



2008



161,693



LU



-



-Subtotal-North Carolina









161,693











TOTAL









506,623



99.3
%

$
4,926,839


$
29.31     (1)
    
    At December 31, 2008, the
    three of the properties listed above are 100% owned by us,
    including two that are currently in
    lease-up.(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)
    
    Total Annualized Base Rent
    includes all base rents at our wholly-owned properties for
    leases in place at December 31, 2008.(4)
    
    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.    Unconsolidated
    Office Properties
  Average BaseNet Rentable





Total


Rent PerUnconsolidated



Year


Area


Percent


Annualized


LeasedOffice Property(1)

Location

Completed(2)


Square Feet


Leased


Base Rent(3)


Square FootAlabama:Colonial Center Blue Lake

Birmingham



1982-2005



166,944



83.4
%

$
2,832,643


$
20.61Colonial Center Colonnade

Birmingham



1989/99



419,387



98.1
%


8,951,165



21.82Riverchase Center

Birmingham



1985



306,143



95.0
%


3,089,438



10.70Land Title Bldg

Birmingham



1975



29,987



100.0
%


409,208



13.65International Park

Birmingham



1987/99



210,984



94.2
%


3,906,811



20.29Independence Plaza

Birmingham



1979-2000



106,216



94.8
%


1,822,843



18.74Colonial Plaza

Birmingham



1999



170,850



88.8
%


2,703,997



18.31Colonial Center Lakeside(4)

Huntsville



1989/90



122,162



97.9
%


2,134,446



17.47Colonial Center Research Park(4)

Huntsville



1999



133,750



100.0
%


2,437,553



18.43Colonial Center Research Place(4)

Huntsville



1979/84/88



272,558



76.6
%


2,660,518



12.74DRS Building(4)

Huntsville



1972/86/90/03



215,485



100.0
%


1,923,432



8.93Regions Center(4)

Huntsville



1990



154,297



98.7
%


2,865,601



19.50 44




---



##### Table of Contents



Average BaseNet Rentable





Total


Rent PerUnconsolidated



Year


Area


Percent


Annualized


LeasedOffice Property(1)

Location

Completed(2)


Square Feet


Leased


Base Rent(3)


Square FootPerimeter Corporate Park(4)

Huntsville



1986/89



234,851



94.1
%


4,031,607



18.33Progress Center(4)

Huntsville



1987/89



221,992



88.6
%


2,531,980



12.88Research Park Office Center(4)

Huntsville



1998/99



236,453



94.7
%


2,778,868



12.41Northrop Grumman(4)

Huntsville



2007



110,275



100.0
%


1,517,466



13.76Subtotal-Alabama









3,112,334



93.3
%


46,597,576



16.20Florida:Broward Financial Center

Ft Lauderdale



1986



326,186



78.3
%


6,513,967



28.95Baymeadows Way

Jacksonville



1989/90/98



224,281



100.0
%


2,130,669



9.50Jacksonville Baymeadows

Jacksonville



1999



751,926



88.3
%


8,851,508



13.51Jacksonville JTB

Jacksonville



2001



416,773



89.5
%


4,978,765



13.74901 Maitland Center

Orlando



1985



155,822



71.2
%


2,256,793



20.50Colonial Center at TownPark

Orlando



2001



657,844



97.2
%


13,166,372



21.63Colonial Center Heathrow

Orlando



1988/96/97/98/99/2000/2001



922,266



88.9
%


16,059,489



19.85Colonial TownPark Office

Orlando



2004



37,970



84.8
%


782,627



24.31Orlando Central

Orlando



1980



625,635



74.0
%


8,447,666



18.50Orlando Lake Mary

Orlando



1999



304,547



74.2
%


4,000,555



17.80Orlando University

Orlando



2001



386,400



83.6
%


6,489,883



20.18Colonial Center at Bayside

Tampa



1988/94/97



212,896



76.9
%


3,224,626



19.69Colonial Place I & II

Tampa



1984/1986



371,674



86.7
%


8,213,079



25.32Concourse Center

Tampa



1982-2005,1983-2003/1984



294,369



88.1
%


5,073,055



20.08Subtotal-Florida









5,688,589



85.7
%


90,189,054



18.96Georgia:Colonial Center at Mansell Overlook JV

Atlanta



1987/96/97/00



653,040



98.2
%


13,501,086



21.57Shoppes & Lakeside at Mansell JV

Atlanta



1996/97/05



35,748



73.8
%


689,071



26.10The Peachtree

Atlanta



1989



316,635



92.6
%


5,425,020



23.43Atlantic Center Plaza

Atlanta



2001



499,725



91.5
%


13,597,550



30.74Atlanta Chamblee

Atlanta



2000



1,139,373



89.7
%


20,002,151



19.83Atlanta Perimeter

Atlanta



1985



182,036



85.2
%


2,933,059



19.43McGinnis Park

Atlanta



2001



201,421



74.9
%


2,791,600



18.94Ravinia 3

Atlanta



1991



812,578



92.2
%


13,610,266



18.54Subtotal-Georgia









3,840,556



91.0
%


72,549,803



21.59North Carolina:Esplanade

Charlotte



1981/2007



202,810



83.0
%


3,111,935



19.29Charlotte University

Charlotte



1999



182,989



78.0
%


2,755,046



19.30Subtotal-North Carolina









385,799



80.6
%


5,866,981



19.29 45




---



##### Table of Contents



Average BaseNet Rentable





Total


Rent PerUnconsolidated



Year


Area


Percent


Annualized


LeasedOffice Property(1)

Location

Completed(2)


Square Feet


Leased


Base Rent(3)


Square FootTennessee:Germantown Center

Memphis



1999



535,756



82.2
%


8,396,407



19.43Subtotal-Tennessee









535,756



82.2
%


8,396,407



19.43Texas:Research Park Plaza III and IV

Austin



2001



357,689



100.0
%


7,939,130



22.20Signature Place

Dallas



1983/86



436,079



77.3
%


6,000,745



17.94Post Oak

Houston



1982



1,200,389



93.7
%


22,188,362



20.47Westchase

Houston



2000



184,259



93.3
%


3,978,554



23.40Subtotal-Texas









2,178,416



91.4
%


40,106,791



18.84TOTAL









15,741,450



89.1
%

$
263,706,612


$
19.30     (1)
    
    We hold between a
    10%  15% non-controlling interest in these
    unconsolidated joint ventures.(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)
    
    Total Annualized Base Rent
    includes all base rents at our partially-owned properties for
    leases in place at December 31, 2008.(4)
    
    We acquired a 40% interest (of
    which 30% was owned by CPSI, our taxable REIT subsidiary) in
    three separate tenancy in common (TIC) investments
    of the same nine properties during November 2007. Since the
    inception of this joint venture, we disposed of portions of our
    interest through a series of 10 transactions. As a result of
    these transactions, as of December 31, 2008, our interest
    has effectively been reduced to 10%.    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)2009


1



6,687



238,929



2.8
%2010














2011














2012














2013


6



65,540



1,555,059



18.2
%2014














Thereafter


11



294,584



6,756,833



79.0
%18



366,811


$
8,550,821



100.0
%     (1)
    
    Excludes approximately
    139,812 square feet of space not leased as of
    December 31, 2008.(2)
    
    Annualized base rent is
    calculated using base rents as of December 31,
    2008. 46




---



##### 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)2009


316



2,162,333


$
37,429,836



14.6
%2010


278



1,636,208



30,756,239



12.0
%2011


253



2,078,425



40,016,241



15.6
%2012


166



2,406,896



48,756,422



19.0
%2013


123



1,408,942



30,296,286



11.8
%2014


58



1,487,623



24,810,715



9.6
%2015


33



827,337



13,010,513



5.1
%2016


16



434,024



8,650,391



3.4
%2017


11



546,297



8,234,106



3.2
%2018


8



92,234



1,917,889



0.7
%Thereafter


15



723,172



13,362,423



5.2
%1,277



13,803,491


$
257,241,061



100.0
%     (1)
    
    Excludes approximately
    1,937,959 square feet of space not leased as of
    December 31, 2008.(2)
    
    Annualized base rent is
    calculated using base rents as of December 31,
    2008.    Average BaseRentable Area


Total


Rent Per LeasedYear-End

(Square Feet)


Percent Leased(1)


Square Foot(1)December 31, 2008


506,623



99.3
%

$
29.31December 31, 2007


207,000



97.1
%

$
14.42December 31, 2006


6,534,000



94.7
%

$
17.97December 31, 2005


7,744,000



92.4
%

$
19.25December 31, 2004


5,840,000



92.2
%

$
18.28     (1)
    
    Total Percent Leased and
    Average Base Rent Per Leased Square Foot is calculated excluding
    one property in
    lease-up at
    December 31, 2008.    Average BaseRentable Area


Total


Rent Per LeasedYear-End

(Square Feet)


Percent Leased(1)


Square Foot(1)December 31, 2008


15,741,450



89.1
%

$
19.30December 31, 2007


15,866,000



92.3
%

$
18.40December 31, 2006


10,393,000



88.6
%

$
18.39December 31, 2005


11,756,000



86.4
%

$
16.01December 31, 2004


30,000



100.0
%

$
13.23     (1)
    
    Total Percent Leased and
    Average Base Rent Per Leased Square Foot is calculated excluding
    two properties in
    lease-up at
    December 31, 2008.  Retail
    Properties
  lease-up),
 47




---



##### Table of Contents



Consolidated
    Retail Properties
  AverageBaseRent PerYear


GRA (Sq Ft)


GRA (Sq Ft)


Number





Total


LeasedConsolidated




Completed


CLP


Anchor


Of


Percent


Annualized


SquareRetail Property(1)

Location


(2)


Owned(3)


Owned(3)(4)


Stores


Leased(3)


Base Rent(5)


Foot(6)Alabama:Brookwood Village Center


Birmingham



1974



4,708







1



100.0
%

$
83,528


$
17.74Colonial Brookwood Village


Birmingham



1973/91/00



372,053



231,953



64



94.6
%


6,393,923



27.84Colonial Promenade Fultondale(7)


Birmingham



2007



158,679



210,515



27



92.8
%


2,178,450



20.82Colonial Promenade Tannehill


Birmingham



2008



200,616



127,307



31



99.3
%


2,972,861



20.71Subtotal-Alabama










736,056



569,775



123



96.7
%


11,628,762



24.87Florida:Colonial Promenade Winter Haven(7)


Orlando



1986/2008



286,297



-



18



94.4
%


2,032,071



13.42Subtotal-Florida










286,297







18



94.4
%


2,032,071



13.42North CarolinaMetropolitan Midtown(8)


Charlotte



2008



172,129



-



7



LU



-



-Subtotal-North Carolina










172,129







7











Total










1,194,482



569,775



148



96.1
%

$
13,660,833


$
23.59     (1)
    
    At December 31, 2008, the
    six properties listed above are 100% owned by us, including one
    property that is currently in
    lease-up.(2)
    
    Represents year initially
    completed or, where applicable, year(s) in which the property
    was substantially renovated or an additional phase of the
    property was completed.(3)
    
    For the purposes of this table,
    GRA refers to gross retail area, which includes gross leasable
    area and space owned by anchor tenants. Percent leased excludes
    anchor-owned space.(4)
    
    Represents space owned by anchor
    tenants.(5)
    
    Total Annualized Base Rent
    includes all base rents at our wholly-owned properties for
    leases in place at December 31, 2008.(6)
    
    Includes tenants occupying less
    than 10,000 square feet (i.e., excludes anchor tenants).
    Rental terms for anchor tenants generally are not representative
    of the larger portfolio.(7)
    
    This property was classified as
    held for sale at December 31, 2008.(8)
    
    This property is currently in
    lease-up and
    is not included in Percent Leased and Average Base Rent per
    Leased Square Foot property totals. 48




---



##### Table of Contents



Unconsolidated
    Retail Properties
  AverageBaseRent PerGRA (Sq Ft)


GRA (Sq Ft)


Number





Total


LeasedUnconsolidated




Year


CLP


Anchor


Of


Percent


Annualized


SquareRetail Property(1)

Location


Completed(2)


Owned(3)


Owned(3)(4)


Stores


Leased(3)


Base Rent(5)


Foot(6)Alabama:Colonial Pinnacle Tutwiler II


Birmingham



2007



65,000



-



2



100.0
%

$
899,761


$
Colonial Promenade Alabaster


Birmingham



2005



218,681



392,868



27



96.9
%


2,908,620



19.25Colonial Promenade Alabaster II


Birmingham



2007



129,348



225,921



26



96.8
%


2,043,561



21.35Colonial Promenade Hoover


Birmingham



2002



164,866



215,766



33



93.9
%


1,964,666



21.35Colonial Promenade Trussville


Birmingham



2000



388,302



-



23



96.2
%


3,237,307



15.45Colonial Promenade Trussville II


Birmingham



2004



58,182



224,509



15



92.1
%


864,954



17.56Colonial Shoppes Clay


Birmingham



1982/2004



66,165



-



10



88.3
%


700,704



13.91Colonial Shoppes Colonnade


Birmingham



1989/2005



125,462



-



26



87.5
%


1,786,129



18.39Colonial Promenade Craft Farms(7)


Gulf Shores



2007



220,035



125,000



32



LU



-



-Parkway Place


Huntsville



1999



287,556



348,164



69



88.8
%


5,707,447



29.35Colonial Promenade Madison


Madison



2000



110,712







15



100.0
%


1,189,124



15.28Subtotal-Alabama










1,834,309



1,532,228



278



94.0
%


21,302,273



21.86Florida:Colonial Promenade Lakewood


Jacksonville



1995



194,840



-



44



82.9
%


1,858,743



14.58Colonial Promenade Hunters Creek


Orlando



1993/95



227,536



-



23



47.0
%


1,434,668



22.04Colonial Promenade TownPark


Orlando



2005



198,421



-



23



87.5
%


2,207,977



25.16Colonial Promenade Burnt Store


Punta Gorda



1990



95,023



-



19



91.3
%


858,088



13.56Colonial Promenade Northdale


Tampa



1988/2000



175,917



55,000



21



96.5
%


1,828,372



17.56Subtotal-Florida










891,737



55,000



130



78.3
%


8,187,848



18.27Georgia:Colonial Promenade Beechwood


Athens



1963/92/05



350,091



-



39



100.0
%


3,882,049



19.32Subtotal-Georgia










350,091







39



100.0
%


3,882,049



19.32Tennessee:Colonial Pinnacle Turkey Creek


Knoxville



2005



485,584



-



61



96.5
%


7,769,604



23.82Colonial Pinnacle Turkey Creek III(8)


Knoxville



Dev



-



-



-



-



-



-Colonial Promenade Smyrna


Smyrna



2008



148,333



267,502



24



93.4
%


2,256,479



20.33Subtotal-Tennessee










633,917



267,502



85



95.8
%


10,026,083



22.90Texas:Colonial Pinnacle Kingwood Commons


Houston



2003/2004



164,356



-



29



82.2
%


2,358,942



21.83Colonial Promenade Portofino


Houston



2000



371,560







40



92.0
%


5,306,304



22.36Subtotal-Texas










535,916







69



89.0
%


7,665,246



22.17Total










4,245,970



1,854,730



601



90.7
%

$
51,063,499


$
21.17     (1)
    
    We hold between a 5% 
    50% non-controlling interest in these unconsolidated joint
    ventures.(2)
    
    Represents year initially
    completed or, where applicable, year(s) in which the property
    was substantially renovated or an additional phase of the
    property was completed. 49




---



##### Table of Contents



(3)
    
    GRA refers to gross retail area,
    which includes gross leasable area and space owned by anchor
    tenants. Percent leased excludes anchor-owned space.(4)
    
    Represents space owned by anchor
    tenants.(5)
    
    Total Annualized Base Rent
    includes all base rents at our partially-owned properties for
    leases in place at December 31, 2008.(6)
    
    Includes tenants occupying less
    than 10,000 square feet (i.e., excludes anchor tenants).
    Rental terms for anchor tenants generally are not representative
    of the larger portfolio. This property is currently in
    lease-up and
    is not included in Percent Leased, Total Annualized Base
    Rent and Average Base Rent per Leased Square Foot property
    totals.(7)
    
    This property is currently in
    development and is not included in Percent Leased, Total
    Annualized Base Rent and Average Base Rent per Leased Square
    Foot property totals.    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)


Expiring Leases(1)2009


14



29,699


$
460,550



3.0
%2010


8



18,794



351,183



2.3
%2011


23



52,229



1,489,611



9.7
%2012


26



116,939



2,235,566



14.6
%2013


22



66,675



1,200,067



7.8
%2014


9



26,550



525,026



3.4
%2015


3



13,100



295,980



1.9
%2016


3



113,725



709,800



4.6
%2017


10



70,032



1,430,611



9.3
%2018


12



94,605



1,982,738



12.9
%Thereafter


18



486,711



4,664,698



30.4
%148



1,089,059


$
15,345,830



100.0
%     (1)
    
    Annualized base rent is
    calculated using base rents as of December 31,
    2008.    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)


Expiring Leases(1)2009


62



132,827


$
2,420,374



4.5
%2010


92



410,958



5,302,421



9.9
%2011


87



411,930



6,436,848



12.0
%2012


95



450,952



6,476,259



12.1
%2013


73



274,022



5,470,293



10.2
%2014


29



107,339



1,800,344



3.4
%2015


25



261,468



3,081,444



5.7
%2016


45



352,259



5,442,442



10.1
%2017


35



253,440



4,308,555



8.0
%2018


25



150,475



2,706,801



5.0
%Thereafter


33



961,498



10,181,964



19.0
%601



3,767,168


$
53,627,745



100.0
%     (1)
    
    Annualized base rent is
    calculated using base rents as of December 31,
    2008. 50




---



##### Table of Contents



Gross





AverageRetail Area


Percent


Base Rent Per LeasedYear-End

(Square Feet)


Leased(1)


Square Foot(1)(2)December 31, 2008


1,764,257



96.1
%

$
23.59December 31, 2007


1,042,000



95.1
%

$
24.09December 31, 2006


7,271,300



93.1
%

$
17.45December 31, 2005


8,551,300



91.6
%

$
17.39December 31, 2004


14,173,900



91.4
%

$
18.58     (1)
    
    Total Percent Leased and
    Average Base Rent Per Leased Square Foot is calculated excluding
    one property in
    lease-up at
    December 31, 2008.(2)
    
    Average base rent per leased
    square foot is calculated using specialty store year-end base
    rent figures.    Gross





AverageRetail Area


Percent


Base Rent Per LeasedYear-End

(Square Feet)


Leased(1)


Square Foot(1)(2)December 31, 2008


6,100,700



90.7
%

$
21.17December 31, 2007


9,514,000



90.0
%

$
20.62December 31, 2006


5,466,700



93.9
%

$
20.93December 31, 2005


4,901,700



93.4
%

$
21.13December 31, 2004


1,120,100



85.4
%

$
22.64     (1)
    
    Total Percent Leased and
    Average Base Rent Per Leased Square Foot is calculated excluding
    one property in
    lease-up at
    December 31, 2008.(2)
    
    Average base rent per leased
    square foot is calculated using specialty store year-end base
    rent figures.  For-Sale
    Residential
  Form 10-K
  Undeveloped
    Land
   51




---



##### Table of Contents



Property
    Markets
    Geographic
    Concentration of Consolidated Properties
  Units(Multifamily)


NRA


GRAState

(1)


(Office)(2)


(Retail)(3)Alabama


2,595



206,703



1,305,831Arizona


952







Florida


2,573



175,674



286,297Georgia


4,719







Nevada










North Carolina


8,317



161,693



172,129South Carolina


1,578







Tennessee


349







Texas


6,390







Virginia


2,880







Total


30,353



544,070



1,764,257     (1)
    
    Units (in this table only) refer
    to multifamily apartment units.(2)
    
    NRA refers to net rentable area
    of office space.(3)
    
    GRA refers to gross retail area,
    which includes gross leasable area and space owned by anchor
    tenants.    Mortgage
    Financing
   52




---



##### Table of Contents



Anticipated AnnualPrincipal Balance


Debt Service





Balance Due onProperty(1)

Interest Rate


(as of 12/31/08)


(1/1/09 - 12/31/09)


Maturity Date


Maturity(dollars in thousands)Multifamily PropertiesCV at Matthews


5.800
%

$
14,700


$
853



03/29/16


$
14,700CV at Timber Crest


3.370
%(3)


13,652



460



08/15/15



13,652CG at Wilmington


5.380
%(3)


27,100



1,458



04/01/18



27,100CG at Trinity Commons


5.430
%(3)


30,500



1,656



04/01/18



30,500CG at Godley Station


5.550
%


17,834



1,635



06/01/25



Other debt:Unsecured Credit Facility(2)


2.040
%(3)


311,630



6,357



06/15/12



311,630Medium Term Notes


8.800
%


20,035



1,763



02/01/10



20,035Medium Term Notes


8.800
%


5,000



440



03/15/10



5,000Medium 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
%


100,000



6,875



08/15/12



100,000Senior Unsecured Notes


6.150
%


113,000



6,950



04/15/13



113,000Senior Unsecured Notes


4.800
%


100,000



4,800



04/01/11



100,000Senior Unsecured Notes


6.250
%


232,071



14,504



06/15/14



232,071Senior Unsecured Notes


4.750
%


226,758



10,771



02/01/10



226,758Senior Unsecured Notes


5.500
%


325,000



17,875



10/01/15



325,000Senior Unsecured Notes


6.050
%


208,159



12,594



09/01/16



208,159Unamortized Discounts






(3,420
)










(3,420
)TOTAL CONSOLIDATED DEBT


5.096
%

$
1,762,019


$
90,604






$
1,744,185     (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)
    
    This unsecured credit facility
    bears interest at a variable rate, based on LIBOR plus a spread
    of 75 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, 2008, we had no amounts outstanding under the
    competitive bid feature.(3)
    
    Represents variable rate
    debt.  Form 10-K).
 
  Item 3.
    Legal
    Proceedings.  Form 10-K.
 
  Item 4.
    Submission
    of Matters to a Vote of Security Holders.   53




---



##### Table of Contents



PART II
  Item 5.
    Market
    for Registrants Common Equity and Related Shareholder
    Matters.    Calendar Period

High


Low


Distribution2008: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


$
0.252007:First Quarter

$
50.09


$
43.59


$
0.68Second Quarter(1)

$
50.20


$
35.27


$
11.43Third Quarter

$
38.87


$
31.44


$
0.68Fourth Quarter

$
37.49


$
21.35


$
0.50     (1)
    
    Includes a special distribution
    paid during the second quarter of 2007 of $10.75 (see
    Note 2 to our Notes to Consolidated Financial Statements
    included in Item 8 of this
    Form 10-K).    Form 8-K
  Units Exchanged/Date

Shares IssuedNovember 24, 2008


11,730December 2, 2009


60,000December 7, 2008


10,500December 8, 2008


10,000December 9, 2008


11,730      54




---



##### Table of Contents



Issuer
    Purchases of Equity Securities
    Shares Purchased as


Maximum Number ofTotal Number of Shares





Part of Publicly


Shares that may yetPurchased


Average Price Paid


Announced Plans or


be Purchased Under(1)


per Share


Programs


the PlansOctober 1   October 31, 2008


1,430


$
11.30







November 1  November 30, 2008


1,040


$
6.71







December 1  December 31, 2008


1,157


$
7.17







Total


3,627


$
8.67







     (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 and Restricted Stock Plan.  Performance
    Graph
    COMPARISON
    OF 5 YEAR CUMULATIVE TOTAL RETURN*
 Among Colonial Properties Trust, The S&P 500 Index
 And the FTSE NAREIT Equity Index
  
  *
    
    $100 invested on 12/31/03 in
    stock or
    index-including
    reinvestment of dividends. Fiscal year ending
    December 31. 55




---



##### Table of Contents



Item 6.
    Selected
    Financial Data.  Form 10-K. Form 10-K).
  2008


2007


2006


2005


2004(In thousands, except per share data)OPERATING DATATotal revenue

$
344,458


$
422,939


$
466,037


$
380,774


$
231,707Expenses:Depreciation and amortization


105,512



120,152



143,549



150,328



67,260Impairment and other losses


116,550



44,129



1,600







Other operating


185,719



229,859



223,349



159,282



95,625Income (loss) from operations


(63,323
)


28,799



97,539



71,164



68,822Interest expense


75,153



92,475



121,441



112,798



64,107Interest income


2,776



8,359



7,754



4,354



1,046Gains from sales of property


3,799



314,217



66,794



105,608



4,748Other income, net


29,083



10,393



33,292



(834
)


4,716Income (loss) from continuing operations


(90,039
)


275,072



72,208



48,210



9,679Income from discontinued operations


43,410



80,829



131,271



171,431



44,940Dividends to preferred shareholders


8,773



13,439



20,902



22,391



14,781Distributions to preferred unitholders


7,251



7,250



7,250



7,250



7,493Net income (loss) available to common shareholders


(55,429
)


342,102



180,449



197,250



39,838Per share  basic:Income (loss) from continuing operations

$
(2.09
)

$
5.64


$
1.08


$
0.68


$
(0.19
)Income from discontinued operations


0.92



1.74



2.89



4.50



1.66Net income per share  basic

$
(1.17
)

$
7.38


$
3.97


$
5.18


$
1.47Per share  diluted:Income (loss) from continuing operations

$
(2.09
)

$
5.56


$
1.07


$
0.68


$
(0.19
)Income from discontinued operations


0.92



1.72



2.85



4.45



1.66Net income per share  diluted

$
(1.17
)

$
7.28


$
3.92


$
5.13


$
1.47Dividends declared per common share(1)

$
1.75


$
13.29


$
2.72


$
2.70


$
2.68BALANCE SHEET DATALand, buildings and equipment, net

$
2,594,034


$
2,394,589


$
3,562,954


$
3,888,932


$
2,426,381Total assets


3,155,169



3,229,830



4,431,777



4,499,258



2,801,343Total long-term liabilities


1,762,019



1,641,839



2,397,906



2,494,350



1,855,787OTHER DATAFunds from operations(2)*

$
1,637


$
101,192


$
215,460


$
177,931


$
137,610Total market capitalization(3)


2,440,502



3,162,836



5,386,888



5,242,012



3,621,947Cash flow provided by (used in)
    Operating activities


117,659



99,030



171,796



154,174



139,241Investing activities


(167,497
)


657,456



135,418



(310
)


(446,035
)Financing activities


(34,010
)


(751,100
)


(250,182
)


(133,974
)


309,449Total properties (at end of year)


192



200



223



261



153     (1)
    
    For 2007, includes a special
    distribution paid of $10.75 per share during the second quarter
    of 2007(see Note 2 to our Notes to Consolidated Financial
    Statements included in Item 8 of this
    Form 10-K). 56




---



##### Table of Contents



(2)
    
    Funds from Operations (FFO), as
    defined by the National Association of Real Estate Investment
    Trusts (NAREIT), means income (loss) before minority interest
    (determined in accordance with GAAP), excluding gains (losses)
    from debt restructuring and 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 statement 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.(3)
    
    Total market capitalization is
    defined as the market value of outstanding common shares of the
    Company and operating partnership units of CRLP, plus the market
    value of preferred equity and outstanding principal balance of
    consolidated debt of the Company. This amount was calculated
    assuming the conversion of 8,860,971, 10,052,778, 10,579,261,
    10,872,568 and 10,372,650 operating partnership units in CRLP
    into the Companys common shares as of December 31,
    2008, 2007, 2006, 2005, and 2004, respectively, based on the
    closing price of our common shares on the last trading day of
    the applicable year.*
    
    Non-GAAP financial measure. See
    Item 7
    Managements Discussion and Analysis of Financial
    Condition and Results of Operations  Funds from
    Operations for reconciliation. 
  Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations.  Form 10-K.
  General
         57




---



##### Table of Contents



Business
    Strategy and Outlook
  and/or
      and/or and/or
  and/or
   58




---



##### Table of Contents



Executive
    Summary of Results of Operations
        
    We sold six wholly-owned multifamily apartment communities and
    our interest in seven partially-owned multifamily apartment
    communities for an aggregate sales price of $155.4 million;
    We sold one wholly-owned office asset and our interest in one
    partially-owned office asset for gross proceeds of
    $8.5 million;
    We sold our interest in a partially-owned retail joint venture,
    consisting of six retail assets, for gross proceeds of
    $38.3 million;
    We completed the development of eight multifamily properties
    consisting of 1,780 apartment homes;
    The multifamily portfolio experienced only modest growth during
    the year ended 2008 compared to the same period in 2007.
    Continued weakening in the economy and mounting job losses 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. As a result, for
    2008, we have experienced greater pricing pressure, which in
    turn, has slowed our rental rate growth. Results for the year
    ended 2008 were driven by growth in Austin and
    Dallas/Fort Worth, Texas; Raleigh and Charlotte, North
    Carolina; Richmond, Virginia; and Huntsville and Birmingham,
    Alabama. During the last half of 2008, we have experienced
    slower traffic trends and job losses in our markets, which led
    to declining growth trends that we expect to continue in 2009;
    Operating revenues and expenses associated with our office and
    retail assets decreased primarily due to:  
    the office and retail joint venture transactions that were
    consummated during June 2007; and


    the outright sale of 16 retail assets during 2007;  
    We repurchased $195.0 million of unsecured senior notes in
    separate transactions at an average of discount of 9.1% to par
    value. We recognized an aggregate gain of approximately
    $16.0 million from these transactions, net of issuance
    costs;
    We repurchased 988,750 of our outstanding
    81/8%
    Series D Preferred depositary shares for an aggregate
    purchase price of $24.0 million at a 3% discount to the
    liquidation preference price. Net of non-cash issuance costs
    written off, the impact of these transactions on net income was
    minimal; and
    We experienced a $17.3 million reduction in interest
    expense primarily as a result of property dispositions.   59




---



##### Table of Contents



Operating
    Results Summary
    For the Years Ended December 31,


Variance2008


2007


2006


2008 v 2007


2007 v 2006(Amounts in thousands)Revenues:Minimum rent

$
276,039


$
319,141


$
362,297


$
(43,102
)

$
(43,156
)Minimum rent from affiliates


96



1,153



2,547



(1,057
)


(1,394
)Percentage rent


416



917



957



(501
)


(40
)Tenant recoveries


3,737



11,397



22,438



(7,660
)


(11,041
)Other property related revenue


35,404



32,531



29,621



2,873



2,910Construction revenues


10,137



38,448



30,484



(28,311
)


7,964Other non-property related revenues


18,629



19,352



17,693



(723
)


1,659Total revenue


344,458



422,939



466,037



(78,481
)


(43,098
)Expenses:Property operating expenses


84,929



93,056



99,407



(8,127
)


(6,351
)Taxes, licenses and insurance


38,806



44,221



48,230



(5,415
)


(4,009
)Construction expenses


9,530



34,546



29,411



(25,016
)


5,135Property management expenses


8,426



12,178



12,535



(3,752
)


(357
)General and administrative expenses


23,326



25,650



20,181



(2,324
)


5,469Management fee and other expense


15,316



15,673



12,575



(357
)


3,098Restructuring charges


1,028



3,019







(1,991
)


3,019Investment and development


4,358



1,516



1,010



2,842



506Depreciation & amortization


105,512



120,152



143,549



(14,640
)


(23,397
)Impairment and other losses


116,550



44,129



1,600



72,421



42,529Total operating expenses


407,781



394,140



368,498



13,641



25,642Income (loss) from operations


(63,323
)


28,799



97,539



(92,122
)


(68,740
)Other income (expense):Interest expense and debt cost amortization


(75,153
)


(92,475
)


(121,441
)


17,322



28,966Gains (losses) on retirement of debt


15,951



(10,363
)


(641
)


26,314



(9,722
)Interest income


2,776



8,359



7,754



(5,583
)


605Income from partially-owned unconsolidated entities


12,516



11,207



34,823



1,309



(23,616
)Gains (losses) from hedging activities


(385
)


345



5,535



(730
)


(5,190
)Gains from sales of property, net of income taxes


3,799



314,217



66,794



(310,418
)


247,423Income taxes and other


1,001



15,743



(189
)


(14,742
)


15,932Total other income (expense)


(39,495
)


247,033



(7,365
)


(286,528
)


254,398Income (loss) before minority interest and discontinued
    operations


(102,818
)


275,832



90,174



(378,650
)


185,658Minority interest of limited partners


15



(1,335
)


766



1,350



(2,101
)Minority interest in CRLP  common unitholders


20,015



7,825



(11,482
)


12,190



19,307Minority interest in CRLP  preferred unitholders


(7,251
)


(7,250
)


(7,250
)


(1
)


Income (loss) from continuing operations


(90,039
)


275,072



72,208



(365,111
)


202,864Income from discontinued operations


43,410



80,829



131,271



(37,419
)


(50,442
)Net income (loss)


(46,629
)


355,901



203,479



(402,530
)


152,422Dividends to preferred shareholders


(8,773
)


(13,439
)


(20,902
)


4,666



7,463Preferred share issuance costs write-off, net of discount


(27
)


(360
)


(2,128
)


333



1,768Net income (loss) available to common shareholders

$
(55,429
)

$
342,102


$
180,449


$
(397,531
)

$
161,653  60




---



##### Table of Contents



Operating
    Results  2008 compared to 2007
  Minimum
    rent
    Tenant
    recoveries
    Other
    property related revenue
    Construction
    activities
    Other
    non-property related revenues
    Property
    operating expenses
    Taxes,
    licenses and insurance
   61




---



##### Table of Contents



Property
    management expenses
    General
    and administrative expenses
    Management
    fee and other expenses
  Form 10-K.
  Restructuring
    charges
  Form 10-K
  Investment
    and development
      Depreciation
    and amortization
    Impairment
    and other losses
   62




---



##### Table of Contents



Interest
    expense and debt cost amortization
    Gain
    (losses) on retirement of debt
    Interest
    income
    Income
    from partially-owned unconsolidated entities
    Gains
    (losses) from hedging activities
    Gains
    from sales of property
    Income
    taxes and other
    Income
    from discontinued operations
   63




---



##### Table of Contents



Form 10-K).
  Dividends
    to preferred shareholders
  1 8
  Operating
    Results  2007 compared to 2006
  Minimum
    rent
    Tenant
    recoveries
    Other
    property related revenue
    Construction
    activities
    Other
    non-property related revenues
    Property
    operating expenses
   64




---



##### Table of Contents



Taxes,
    licenses and insurance
    Property
    management expenses
    General
    and administrative expenses
    Management
    fee and other expenses
    Restructuring
    charges
  Form 10-K).
  Investment
    and development
    Depreciation
    and amortization expenses
    Impairment
    and other losses
   65




---



##### Table of Contents



Interest
    expense and debt cost amortization
    Gains
    (losses) on retirement of debt
    Income
    from partially-owned unconsolidated entities
    Gains
    (losses) from hedging activities
    Gains
    from sales of property
    Income
    taxes and other
    Income
    from discontinued operations
  Form 10-K).
 66




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##### Table of Contents



Dividends
    to preferred shareholders
    For-Sale
    and Development Activity
  For-Sale
    Real Estate and Land Held for Development
    Valuation
  Item 1-Impairment,
    lease-up,
  and/or
  Other
    Development Activities
    Liquidity
    and Capital Resources
  Form 10-K.
 67




---



##### Table of Contents



Operating
    Activities
    Investing
    Activities
    Financing
    Activities
  1 8
  Short-Term
    Liquidity Needs
     68




---



##### Table of Contents



Long-Term
    Liquidity Needs
       69




---



##### Table of Contents



Distributions
      Collateralized
    Credit Facility
  10-year,
 70




---



##### Table of Contents



Unsecured
    Revolving Credit Facility
             71




---



##### Table of Contents



Mortgage
    Financing
  462-unit 390-unit
  282-unit
  Equity
    Repurchases
  1 8 1 10 1 8 1 8
  1 8
  Unsecured
    Senior Note Repurchases
      Other
    Financing Transactions
   72




---



##### Table of Contents



Form 10-K).
  Form 10-K).
  Form 10-K).
  Investing
    Activities
      Credit
    Ratings
    Rating Agency

Rating


Last updateFitch


BBB-(1
)


April 1, 2008Moodys


Baa3(2
)


November 17, 2008Standard & Poors


BBB-(2
)


February 5, 2009     (1)
    
    Ratings outlook is
    stable.(2)
    
    Ratings outlook is
    negative.     73




---



##### Table of Contents



Market
    Risk
    EstimatedFair2009


2010


2011


2012


2013


Thereafter


Total


Value(In thousands)Fixed Rate Debt

$
682


$
272,540


$
100,728


$
100,280


$
113,756


$
848,751


$
1,436,737


$
1,160,615Average interest rate at December 31, 2008


5.6%



5.4%



4.8%



6.9%



6.1%



5.8%



5.8%Variable Debt

$



$



$



$
311,630


$



$
13,652


$
325,282


$
325,282Average interest rate at December 31, 2008


N/A



N/A



N/A



2.0%



N/A



3.4%



2.1%              74




---



##### Table of Contents



Form 10-K).
  Form 10-K)
    Form 10-K).
  Form 10-K).
   75




---



##### Table of Contents



Contractual
    Obligations and Other Commercial Commitments
    Contractual
    Obligations
  Payments Due in FiscalTotal


2009


2010


2011


2012


2013


Thereafter(In thousands)Long-Term Debt Principal:Consolidated

$
1,762,019


$
681


$
272,541


$
100,728


$
411,910


$
113,756


$
862,403Partially-Owned Entities(1)


476,313



117,207



89,018



10,063



6,568



12,950



240,506Long-Term Debt Interest:Consolidated


449,947



89,754



77,942



71,563



64,352



52,224



94,112Partially-Owned Entities(1)


100,863



21,090



18,032



15,617



15,165



14,426



16,533Long-Term Debt Principal and Interest:Consolidated


2,211,966



90,435



350,483



172,291



476,262



165,980



956,515Partially-Owned Entities(1)


577,175



138,297



107,050



25,680



21,732



27,376



257,040Total

$
2,789,141


$
228,732


$
457,533


$
197,971


$
497,994


$
193,356


$
1,213,554     (1)
    
    Represents our pro-rata share of
    principal maturities (excluding net premiums and discounts) and
    interest.  Other
    Commercial Commitments
  Total AmountsCommitted


2009


2010


2011


2012


2013


Thereafter(In thousands)Standby Letters of Credit

$
3,461


$
3,294


$



$
168


$



$



$
Guarantees


33,550



12,650



20,900















Total Commercial Commitments

$
37,011


$
15,944


$
20,900


$
168


$



$



$
   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.     76




---



##### Table of Contents



EITF 91-10,
  Form 10-K),
      Guarantees
    and Other Arrangements
    Form 10-K).
  Form 10-K).
 77




---



##### Table of Contents



Form 10-K)
  Form 10-K)
      Off-Balance
    Sheet Arrangements
    (In millions)2009

$
117.22010


89.02011


10.1Thereafter


260.0$
476.3     Summary
    of Critical Accounting Policies
   78




---



##### Table of Contents



Principles of Consolidation No. 04-5, Determining Whether a General Partner, or the General Partner
    as a Group, Controls a Limited Partnership or Similar Entity
    When the Limited Partners Have Certain Rights No. 04-5 Form 10-K.
    Land, Buildings, and Equipment
  Accounting for the
    Impairment or Disposal of Long-Lived Assets
      Useful LivesBuildings


20  40 yearsFurniture and fixtures


5 or 7 yearsEquipment


3 or 5 yearsLand improvements


10 or 15 yearsTenant improvements


Life of lease  79




---



##### Table of Contents



Acquisition of Real Estate Assets Business Combinations No. 98-3, Determining Whether a Non-monetary Transaction Involves
    Receipt of Productive Assets or of a Business
      lease-up lease-up
      Undeveloped Land and Construction in
    Progress
   80




---



##### Table of Contents



Valuation of Receivables
      Notes Receivable
    Form 10-K).
  30-day
     81




---



##### Table of Contents



Deferred Debt and Lease Costs
  Derivative Instruments Accounting for Derivative
    Instruments and Hedging Activities
  Form 10-K).
  Share-Based Compensation Form 10-K). Share Based Payment Accounting for Stock-Based
    Compensation
  Revenue Recognition Accounting for Sales of Real Estate
          Segment Reporting Disclosures about Segments of an
    Enterprise and Related Information
 82




---



##### Table of Contents



Investments in Joint Ventures 78-9,
  Investment and Development Expenses
  Assets and Liabilities Measured at Fair
    Value Fair Value Measurements
      Recent Accounting Pronouncements
 83




---



##### Table of Contents



Form 10-K). SFAS No. 157-2, SFAS No. 157-3,
  The
    Fair Value Option for Financial Assets and Financial
    Liabilities  including an amendment of FASB Statement
    No. 115
  Noncontrolling Interests in Consolidated Financial
    Statements  an amendment of ARB No. 51
  Business Combinations
  Disclosures about Derivative Instruments and Hedging
    Activities
 84




---



##### Table of Contents



No. FAS 142-3, Determination of the Useful Life of Intangible Assets
  Determining Whether
    Instruments Granted in Share-Based Payment Transactions Are
    Participating Securities No. 03-6-1), No. 03-6-1, No. 03-6-1
  EITF 08-6, Equity Method Investment Accounting Considerations EITF 08-6 EITF 08-6
  Inflation
      Funds
    from Operations
   85




---



##### Table of Contents



2008


2007


2006


2005


2004(In thousands, except per share and unit data)Net income (loss) available to common shareholders

$
(55,429
)

$
342,102


$
180,449


$
197,250


$
39,837Adjustments (consolidated):Minority interest in CRLP


(11,225
)


10,099



42,135



56,578



15,202Minority interest in gain on sale of undepreciated property






1,340



1,967



5,241



Real estate depreciation


101,035



112,475



147,898



135,121



90,659Real estate amortization


1,272



9,608



21,915



58,029



9,482Consolidated gains from sales of property, net of income tax and
    minority interest


(49,851
)


(401,420
)


(201,413
)


(288,621
)


(18,473
)Gains from sales of undepreciated property, net of income tax
    and minority interest


7,335



20,240



44,502



8,063



3,313Adjustments (unconsolidated subsidiaries):Real estate depreciation


18,744



16,563



15,576



7,501



4,562Real estate amortization


8,699



7,481



5,713



969



89Gains from sales of property


(18,943
)


(17,296
)


(43,282
)


(2,200
)


(7,061
)Funds from operations

$
1,637


$
101,192


$
215,460


$
177,931


$
137,610Funds from operations per share and unit  basic

$
0.03


$
1.78


$
3.84


$
3.65


$
3.67Funds from operations per share and unit  diluted

$
0.03


$
1.76


$
3.80


$
3.62


$
3.64Weighted average common shares outstanding  basic


47,231



46,356



45,484



38,071



27,121Weighted average partnership units outstanding 
    basic(1)


9,673



10,367



10,678



10,740



10,347Weighted average shares and units outstanding  basic


56,904



56,723



56,162



48,811



37,468Effect of diluted securities






653



536



391



341Weighted average shares and units outstanding  diluted


56,904



57,376



56,698



49,202



37,809     (1)
    
    Represents the weighted average
    of outstanding units of minority interest in CRLP. 86




---



##### Table of Contents



Item 7A.
    Quantitative
    and Qualitative Disclosures about Market Risk  Managements Discussion and
    Analysis of Financial Condition and Results of
    Operations  Market Risk
 
  Item 8.
    Financial
    Statements and Supplementary Data                 87




---



##### Table of Contents



COLONIAL
    PROPERTIES TRUST



CONSOLIDATED
    BALANCE SHEETS  December 31,


December 31,2008


2007(In thousands, except per share data)ASSETSLand, buildings and equipment

$
2,897,779


$
2,431,082Undeveloped land and construction in progress


380,676



531,410Less: Accumulated depreciation


(406,444
)


(290,134
)Real estate assets held for sale, net


102,699



253,641Net real estate assets


2,974,710



2,925,999Cash and cash equivalents


9,185



93,033Restricted cash


29,766



10,005Accounts receivable, net


23,102



25,534Notes receivable


2,946



30,756Prepaid expenses


5,332



8,845Deferred debt and lease costs


16,783



15,636Investment in partially-owned unconsolidated entities


46,221



69,682Deferred tax asset


9,311



19,897Other assets


37,813



30,443Total assets

$
3,155,169


$
3,229,830LIABILITIES AND SHAREHOLDERS EQUITYNotes and mortgages payable

$
1,450,389


$
1,575,921Unsecured credit facility


311,630



39,316Mortgages payable related to real estate held for sale






26,602Total long-term liabilities


1,762,019



1,641,839Accounts payable


53,565



69,051Accrued interest


20,717



23,064Accrued expenses


7,521



16,425Other liabilities


38,890



19,123Total liabilities


1,882,712



1,769,502Minority interest:Preferred units


100,000



100,000Common units


165,753



217,104Limited partners interest in consolidated partnership


1,943



2,439Total minority interest


267,696



319,543Preferred shares of beneficial interest, $.01 par value,
    20,000,000 shares authorized:81/8%
    Series D Cumulative Redeemable Preferred Shares of
    Beneficial Interest, liquidation preference $25 per depositary
    share, 4,011,250 and 5,000,000 depositary shares issued and
    outstanding atDecember 31, 2008 and 2007, respectively


4



5Common shares of beneficial interest, $.01 par value,
    125,000,000 shares authorized; 54,169,418 and
    52,839,699 shares issued at December 31, 2008 and
    2007, respectively


542



528Additional paid-in capital


1,578,992



1,577,030Cumulative earnings


1,281,330



1,320,710Cumulative distributions


(1,700,739
)


(1,601,267
)Treasury shares, at cost; 5,623,150 shares at
    December 31, 2008 and 2007


(150,163
)


(150,163
)Accumulated other comprehensive loss


(5,205
)


(6,058
)Total shareholders equity


1,004,761



1,140,785Total liabilities and shareholders equity

$
3,155,169


$
3,229,830    88




---



##### 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 31,2008


2007


2006Revenue:Minimum rent

$
276,039


$
319,141


$
362,297Minimum rent from affiliates


96



1,153



2,547Percentage rent


416



917



957Tenant recoveries


3,737



11,397



22,438Other property related revenue


35,404



32,531



29,621Construction revenues


10,137



38,448



30,484Other non-property related revenue


18,629



19,352



17,693Total revenue


344,458



422,939



466,037Operating expenses:Property operating expenses


84,929



93,056



99,407Taxes, licenses, and insurance


38,806



44,221



48,230Construction expenses


9,530



34,546



29,411Property management expenses


8,426



12,178



12,535General and administrative expenses


23,326



25,650



20,181Management fee and other expenses


15,316



15,673



12,575Restructuring charges


1,028



3,019



Investment and development expenses


4,358



1,516



1,010Depreciation


102,237



109,570



125,706Amortization


3,275



10,582



17,843Impairment and other losses


116,550



44,129



1,600Total operating expenses


407,781



394,140



368,498Income (loss) from operations


(63,323
)


28,799



97,539Other income (expense):Interest expense and debt cost
    amortization


(75,153
)


(92,475
)


(121,441
)Gains (losses) on retirement of
    debt


15,951



(10,363
)


(641
)Interest income


2,776



8,359



7,754Income from partially-owned
    unconsolidated entities


12,516



11,207



34,823Gains (losses) on hedging
    activities


(385
)


345



5,535Gains from sales of property, net
    of income taxes of $1,533, $6,548 and $3,416 for 2008, 2007 and
    2006, respectively


3,799



314,217



66,794Income taxes and other


1,001



15,743



(189
)Total other income (expense)


(39,495
)


247,033



(7,365
)Income (loss) before minority
    interest and discontinued operations


(102,818
)


275,832



90,174Minority interest in
    CRLP  common unitholders


20,015



7,825



(11,482
)Minority interest in
    CRLP  preferred unitholders


(7,251
)


(7,250
)


(7,250
)Minority interest of limited
    partners


15



(1,335
)


766Income (loss) from continuing
    operations


(90,039
)


275,072



72,208Income from discontinued operations


6,243



11,523



29,896Gain on disposal of discontinued
    operations, net of income taxes of $1,064, $1,839 and $8,554 for
    2008, 2007 and 2006, respectively


46,052



91,218



134,619Minority interest in CRLP from
    discontinued operations


(8,790
)


(17,923
)


(30,653
)Minority interest of limited
    partners in discontinued operations


(95
)


(3,989
)


(2,591
)Income from discontinued
    operations


43,410



80,829



131,271Net income (loss)


(46,629
)


355,901



203,479Dividends to preferred shareholders


(8,773
)


(13,439
)


(20,902
)Preferred share issuance costs
    write-off


(27
)


(360
)


(2,128
)Net income (loss) available to
    common shareholders

$
(55,429
)

$
342,102


$
180,449Net income (loss) per common
    share  basic:Income (loss) from continuing
    operations

$
(2.09
)

$
5.64


$
1.08Income from discontinued operations


0.92



1.74



2.89Net income (loss) per common
    share  basic

$
(1.17
)

$
7.38


$
3.97Net income (loss) per common
    share  diluted:Income (loss) from continuing
    operations

$
(2.09
)

$
5.56


$
1.07Income from discontinued operations


0.92



1.72



2.85Net income (loss) per common
    share  diluted

$
(1.17
)

$
7.28


$
3.92Weighted average common shares
    outstanding  basic


47,231



46,356



45,484Weighted average common shares
    outstanding  diluted


47,231



47,009



46,020Net income (loss)

$
(46,629
)

$
355,901


$
203,479Other comprehensive income (loss):Unrealized income (loss) on cash flow hedging activities


(100
)


(535
)


(3,029
)Change in additional minimum pension liability










239Change related to pension plan termination






2,615



Comprehensive income (loss)

$
(46,729
)

$
357,981


$
200,689    89




---



##### Table of Contents



COLONIAL
    PROPERTIES TRUST



CONSOLIDATED
    STATEMENTS OF SHAREHOLDERS EQUITY

(in
    thousands, except per share data)  For the Years Ended December 31, 2008, 2007 and 2006Preferred Shares of


Common Shares of


Additional











Deferred


Accumulated Other


TotalBeneficial Interest


Beneficial Interest


Paid-In


Cumulative


Cumulative


Treasury


Compensation on


Comprehensive


ShareholdersShares


Par Value


Shares


Par Value


Capital


Earnings


Distributions


Shares


Restricted Shares


Loss


EquityBalance December 31, 2005


2,553


$
26



50,638


$
506


$
1,684,853


$
747,186


$
(803,133
)

$
(150,163
)

$
(3,646
)

$
(915
)

$
1,474,714Distributions on common shares
    ($2.72 per share)


























(124,286
)














(124,286
)Distributions on preferred shares


























(23,036
)














(23,036
)Distributions on preferred units of
    Colonial Realty Limited Partnership


























(7,250
)














(7,250
)Income before preferred unit
    distributions






















210,733



















210,733Adoption of SFAS No. 123R


















(3,821
)














3,646







(175
)Issuance of Restricted Common
    Shares of Beneficial Interest










188



2



924























926Amortization of stock based
    compensation


















5,488























5,488Redemption of Series C
    preferred shares of beneficial interest


(2,000
)


(20
)










(48,110
)






















(48,130
)Redemption of Series E
    preferred shares of beneficial interest


(14
)














(28,334
)






















(28,334
)Cancellation of vested restricted
    shares to pay taxes










(26
)






(1,001
)






















(1,001
)Issuance of common shares of
    beneficial interest through the Companys dividend
    reinvestment plan and Employee Stock Purchase Plan










426



4



18,324























18,328Issuance of common shares of
    beneficial interest through options exercised










243



3



9,144























9,147Issuance of common shares of
    beneficial interest through conversion of units from Colonial
    Realty Limited Partnership










299



3



13,128























13,131Unrealized loss on derivative
    financial instruments






































(3,029
)


(3,029
)Reclassification adjustment for
    amounts included in net income






































(2,386
)


(2,386
)Adoption of SFAS No. 158






































(2,615
)


(2,615
)Change in the additional minimum
    pension liability






































239



239Adjustments to minority interest in
    Colonial Realty Limited Partnership at dates of capital
    transactions


















(5,896
)






















(5,896
)Balance December 31, 2006


539


$
6



51,768


$
518


$
1,644,699


$
957,919


$
(957,705
)

$
(150,163
)

$



$
(8,706
)

$
1,486,568Distributions on common shares
    ($2.54 per share)


























(116,358
)














(116,358
)Distributions on preferred shares


























(13,439
)














(13,439
)Special Distribution


























(506,515
)














(506,515
)Distributions on preferred units of
    Colonial Realty Limited Partnership


























(7,250
)














(7,250
)Income before preferred unit
    distributions






















362,791



















362,791Issuance of Restricted Common
    Shares of Beneficial Interest










224



2



5,363























5,365Amortization of stock based
    compensation


















6,727























6,727Redemption of Series E
    preferred shares of beneficial interest


(39
)


(1
)










(104,436
)






















(104,437
)Cancellation of vested restricted
    shares to pay taxes










(9
)






(1,207
)






















(1,207
)Issuance of common shares of
    beneficial interest through the Companys dividend
    reinvestment plan and Employee Stock Purchase Plan










200



2



9,811























9,813Issuance of common shares of
    beneficial interest through options exercised










131



1



3,568























3,569Issuance of common shares of
    beneficial interest through conversion of units from Colonial
    Realty Limited Partnership










526



5



(2,279
)






















(2,274
)Unrealized loss on derivative
    financial instruments






































(535
)


(535
)Reclassification adjustment for
    amounts included in net income






































568



568Termination of pension plan






































2,615



2,615Adjustments to minority interest in
    Colonial Realty Limited Partnership at datesof capital transactions


















14,784























14,784Balance December 31, 2007


500


$
5



52,840


$
528


$
1,577,030


$
1,320,710


$
(1,601,267
)

$
(150,163
)

$



$
(6,058
)

$
1,140,785Distributions on common shares
    ($1.75 per share)


























(83,421
)














(83,421
)Distributions on preferred shares


























(8,800
)














(8,800
)Distributions on preferred units of
    Colonial Realty Limited Partnership


























(7,251
)














(7,251
)Income before preferred unit
    distributions






















(39,380
)


















(39,380
)Issuance of Restricted Common
    Shares of Beneficial Interest










112



1



(2,416
)






















(2,415
)Amortization of stock based
    compensation


















4,556























4,556Redemption of Series D
    preferred shares of beneficial interest


(99
)


(1
)










(23,843
)






















(23,844
)Cancellation of vested restricted
    shares to pay taxes










(32
)






(710
)






















(710
)Issuance of common shares of
    beneficial interest through the Companys dividend
    reinvestment plan and Employee Stock Purchase Plan










26



1



575























576Issuance of common shares of
    beneficial interest through options exercised










33







696























696Issuance of common shares of
    beneficial interest through conversion of units from Colonial
    Realty Limited Partnership










1,192



12



(7,584
)






















(7,572
)Unrealized loss on derivative
    financial instruments






































(100
)


(100
)Reclassification adjustment for
    amounts included in net income






































953



953Adjustments to minority interest in
    Colonial Realty Limited Partnership at dates of capital
    transactions


















30,688























30,688Balance December 31, 2008


401


$
4



54,171


$
542


$
1,578,992


$
1,281,330


$
(1,700,739
)

$
(150,163
)

$



$
(5,205
)

$
1,004,761    90




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##### Table of Contents



COLONIAL
    PROPERTIES TRUST



CONSOLIDATED
    STATEMENTS OF CASH FLOWS  For the Years Ended December 31, 2008, 2007 and 20062008


2007


2006(In thousands)Cash flows from operating activities:Net income (loss)

$
(46,629
)

$
355,901


$
203,480Adjustments to reconcile net income (loss) to net cash provided
    by operating activities:Depreciation and amortization


107,610



123,811



166,628Income from partially-owned unconsolidated entities


(12,516
)


(11,207
)


(34,823
)Distributions of income from partially-owned unconsolidated
    entities


13,344



13,207



9,370Minority interest in CRLP


(11,225
)


10,099



42,135Gains from sales of property


(52,652
)


(413,823
)


(213,383
)Impairment


116,900



46,629



1,600(Gain) loss on retirement of debt


(16,021
)


12,521



Prepayment penalties






(29,207
)


Distributions on preferred units of CRLP


7,251



7,250



7,250Other, net


1,519



(4,782
)


5,450Decrease (increase) in:Restricted cash


440



5,902



(7,765
)Accounts receivable, net


2,276



(276
)


(1,341
)Prepaid expenses


3,362



10,943



(2,000
)Other assets


217



(12,700
)


(12,450
)Increase (decrease) in:Accounts payable


6,821



(3,912
)


2,229Accrued interest


(2,348
)


(9,405
)


3,406Accrued expenses and other


(690
)


(1,921
)


2,010Net cash provided by operating activities


117,659



99,030



171,796Cash flows from investing activities:Acquisition of properties


(7,369
)


(125,400
)


(350,306
)Development expenditures paid to non-affiliates


(280,492
)


(314,298
)


(309,923
)Development expenditures paid to affiliates


(50,605
)


(77,036
)


(59,165
)Tenant improvements


(3,046
)


(5,960
)


(26,133
)Capital expenditures


(24,613
)


(34,198
)


(36,509
)Issuance of notes receivable


(9,436
)


(26,195
)


(40,549
)Repayments of notes receivable


5,939



56,708



17,179Proceeds from sales of property, net of selling costs


176,997



1,134,225



865,918Distributions from partially-owned unconsolidated entities


32,734



100,131



92,242Capital contributions to partially-owned unconsolidated entities


(13,363
)


(43,142
)


(17,336
)(Purchase) sales of investments


5,757



(7,379
)


Net cash provided by (used in) investing activities


(167,497
)


657,456



135,418Cash flows from financing activities:Principal reductions of debt


(223,295
)


(655,076
)


(260,594
)Proceeds from additional borrowings


71,302



818,748



274,011Net change in revolving credit balances and overdrafts


259,311



(147,143
)


(24,656
)Dividends paid to common and preferred shareholders, and
    distributions to preferred unitholders


(99,472
)


(137,047
)


(152,489
)Distributions to common unitholders minority interest partners


(17,010
)


(32,679
)


(28,976
)Payment of debt issuance costs


(2,272
)






Special distribution






(506,515
)


Proceeds from dividend reinvestment plan and exercise of stock
    options


1,270



13,382



27,475Redemption of Preferred Series C shares










(50,083
)Redemption of Preferred Series D shares


(23,844
)






Redemption of Preferred Series E shares






(105,157
)


(28,444
)Other financing activities, net






387



(6,426
)Net cash used in financing activities


(34,010
)


(751,100
)


(250,182
)Increase (Decrease) in cash and cash equivalents


(83,848
)


5,386



57,032Cash and cash equivalents, beginning of period


93,033



87,647



30,615Cash and cash equivalents, end of period

$
9,185


$
93,033


$
87,647Supplemental disclosures of cash flow information:Cash paid during the year for interest, including amounts
    capitalized

$
97,331


$
127,271


$
141,839Cash paid during the year for income taxes

$
4,755


$
5,799


$
17,513Supplemental 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
)






Cash flow hedging activities

$
(100
)

$
(535
)

$
(3,029
)    91




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##### Table of Contents



COLONIAL
    PROPERTIES TRUST



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS

FOR THE
    YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006  1.
    Organization
    and Basis of Presentation  lease-up,
  2.
    2007
    Strategic Transactions       92




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##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          3.
    Summary
    of Significant Accounting Policies  Basis of Presentation
   93




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##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  No. 04-5, Determining Whether a General Partner, or the General Partner
    as a Group, Controls a Limited Partnership or Similar Entity
    When the Limited Partners Have Certain Rights No. 04-5
    Federal Income Tax Status
    Accounting for Uncertainty in Income Taxes, an interpretation
    of FASB Statement No. 109
 94




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##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    and/or
  Land, Buildings, and Equipment
  Accounting for the
    Impairment or Disposal of Long-Lived Assets
    (SFAS No. 144)
     95




---



##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    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 No. 98-3, Determining Whether a Non-monetary Transaction Involves
    Receipt of Productive Assets or of a Business
      lease-up lease-up
   96




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##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            Undeveloped Land and Construction in
    Progress
      Cash and Equivalents
    Restricted Cash
   97




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##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Valuation of Receivables
      Notes Receivable
      30-day
      Deferred Debt and Lease Costs
 98




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##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Derivative Instruments Accounting for Derivative
    Instruments and Hedging Activities
    Share-Based Compensation Share Based Payment (SFAS No. 123(R)) Accounting for Stock-Based
    Compensation
  Revenue Recognition Accounting for Sales of Real Estate
    (SFAS No. 66)
          Net Income Per Share
 99




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##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Self Insurance Accruals
  Use of Estimates
  Segment Reporting Disclosures about Segments of
    an Enterprise and Related Information
    (SFAS No. 131)
  Investments in Joint Ventures 78-9, Accounting for Investments in Real Estate Ventures
  Investment and Development Expenses
  Assets and Liabilities Measured at Fair
    Value Fair Value Measurements
   100




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##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Recent Accounting Pronouncements SFAS No. 157-2, SFAS No. 157-3,
  The
    Fair Value Option for Financial Assets and Financial
    Liabilities  including an amendment of FASB Statement
    No. 115
  Noncontrolling Interests in Consolidated Financial
    Statements  an amendment of ARB No. 51
 101




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##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Business Combinations
    (SFAS No. 141(R))
  Disclosures about Derivative Instruments and Hedging
    Activities (SFAS No. 161)
  No. FAS 142-3, Determination of the Useful Life of Intangible Assets
  Determining Whether
    Instruments Granted in Share-Based Payment Transactions Are
    Participating Securities No. 03-6-1), No. 03-6-1, No. 03-6-1
  EITF 08-6, Equity Method Investment Accounting Considerations EITF 08-6 EITF 08-6
 102




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##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  4.
    Restructuring
    Charges            5.
    Impairment     103




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##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        and/or
  6.
    Property
    Acquisitions and Dispositions  Property
    Acquisitions
   104




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##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      EffectiveLocation


Acquisition Date


Units/Square Feet(Unaudited)Multifamily Properties:Colonial 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



312Colonial Village at Willow Creek


Dallas, TX



May 31, 2006



478Colonial Grand at McDaniel Farm


Atlanta, GA



May 31, 2006



424Colonial Village at Shoal Creek


Dallas, TX



June 1, 2006



408Colonial Village at Chancellor Park


Charlotte, NC



June 30, 2006



340Colonial Grand at Scottsdale


Phoenix, AZ



July 31, 2006



180Colonial Grand at Pleasant Hill


Atlanta, GA



August 31, 2006



502Colonial Grand at Shiloh


Atlanta, GA



September 8, 2006



498Colonial Village at Oakend


Dallas, TX



September 28, 2006



426Colonial Grand at University Center


Charlotte, NC



November 1, 2006



156Colonial Grand at Cypress Cove


Charleston, SC



December 28, 2006



264     2008


2007


2006(In thousands)Assets purchased:Land, buildings, and equipment

$
22,297


$
144,229


$
348,545Other assets






522



3,79622,297



144,751



352,341Notes and mortgages assumed


(14,700
)


(18,944
)


Other liabilities assumed or recorded


(228
)


(407
)


(2,035
)Cash paid

$
7,369


$
125,400


$
350,306       105




---



##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  ***** Pro Forma (Unaudited) *****Year


Year


YearEnded December 31,


Ended December 31,


Ended December 31,2008


2007


2006In thousands, except per share dataTotal revenue

$
344,586


$
406,097


$
481,252Net income (loss) available to common shareholders

$
(55,445
)

$
341,423


$
181,860Net income (loss) per common share  dilutive

$
(1.17
)

$
7.26


$
3.95   Property
    Dispositions  Continuing Operations
             106




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##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Property
    Dispositions  Discontinued Operations
          ,
 107




---



##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    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



188The Timbers

Raleigh, NC


January 2006



176Summerwalk

Charlotte, NC


January 2006



160Colonial Grand at Whitemarsh

Savannah, GA


January 2006



352Colonial Village at Stone Brook

Atlanta, GA


January 2006



188Colonial Village at Remington Place

Raleigh, NC


January 2006



136Colonial Village at Paces Glen

Charlotte, NC


January 2006



172Colonial Village at Caledon Woods

Greenville, SC


January 2006



350The Trestles

Raleigh, NC


March 2006



280The Meadows I, II & III

Asheville, NC


March 2006



392Copper Crossing

Fort Worth, TX


March 2006



400Colonial Village at Estrada

Dallas, TX


March 2006



248Arbor Trace

Norfolk, VA


April 2006



148Colonial Village at Haverhill

San Antonio, TX


October 2006



322Colonial Grand at Galleria

Birmingham, AL


December 2006



1,080Colonial Grand at Riverchase

Birmingham, AL


December 2006



468Colonial Village at Research Park

Huntsville, AL


December 2006



736Office250 Commerce Center

Montgomery, AL


February 2008



37,000Colonial Center at Mansell Overlook

Atlanta, GA


September 2007



188,478Colonial Bank Centre

Miami, FL


September 2006



235,500Interstate Park

Montgomery, AL


November 2006



227,000 108




---



##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Units/SquareProperty

Location

Date


Feet(Unaudited)Retail(1)Rivermont Shopping Center

Chattanooga, TN


February 2007



73,481Colonial Shoppes Yadkinville

Yadkinville, NC


March 2007



90,917Colonial Shoppes Wekiva

Orlando, FL


May 2007



208,568Village on the Parkway

Dallas, TX


July 2007



381,166Britt David Shopping Center

Columbus, GA


July 2007



102,564Colonial Mall Decatur

Huntsville, AL


July 2007



576,098Colonial Mall Lakeshore

Gainesville, GA


July 2007



518,290Colonial Mall Staunton

Staunton, VA


July 2007



423,967Colonial Mayberry Mall

Mount Airy, NC


July 2007



206,940Colonial Promenade Montgomery

Montgomery, AL


July 2007



209,114Colonial Promenade Montgomery North

Montgomery, AL


July 2007



209,912Colonial 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



38,660     (1)
    
    Square footage includes
    anchor-owned square footage.  Development
    Dispositions
           109




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##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Held
    for Sale
            Year Ended December 31,2008


2007


2006(Amounts in thousands)Property revenues:Base rent

$
12,643


$
34,292


$
100,937Tenant recoveries


681



3,727



7,797Other revenue


1,235



3,477



9,459Total revenues


14,559



41,496



118,193Property operating and maintenance expense


5,558



17,350



46,767Impairment


2,025



2,500



Depreciation


799



4,475



23,184Amortization


117



77



4,890Total operating expenses


8,499



24,402



74,841Interest expense


183



(3,169
)


(12,574
)Interest income






7



33Other






(2,409
)


(915
)Income from discontinued operations before net gain on
    disposition of discontinued operations


6,243



11,523



29,896Net gain on disposition of discontinued operations


46,052



91,218



134,619Minority interest in CRLP from discontinued operations


(8,790
)


(17,923
)


(30,653
)Minority interest to limited partners


(95
)


(3,989
)


(2,591
)Income from discontinued operations

$
43,410


$
80,829


$
131,271  110




---



##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  7.
    For-Sale
    Activities    Years Ended December 31,2008


2007


2006(Amounts in thousands)Condominium conversion revenues

$
448


$
51,073


$
117,732Condominium conversion costs


(401
)


(40,972
)


(86,614
)Gains on condominium conversion sales, before
    minority interest and income taxes


47



10,101



31,118For-sale residential revenues


17,851



26,153



12,513For-sale residential costs


(16,226
)


(23,016
)


(9,683
)Gains on for-sale residential sales, before
    minority interest and income taxes


1,625



3,137



2,830Minority interest






250



(1,967
)Provision for income taxes


(552
)


(2,630
)


(9,825
)Gains on condominium conversion and for-sale residential sales,
    net of
    minority interest and income taxes

$
1,120


$
10,858


$
22,156          111




---



##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  8.
    Land,
    Buildings and Equipment    Useful Lives

2008


2007(In thousands)Buildings

20 to 40 years

$
2,196,794


$
1,821,988Furniture and fixtures

5 or 7 years


104,440



81,824Equipment

3 or 5 years


32,064



26,036Land improvements

10 or 15 years


184,501



159,622Tenant improvements

Life of lease


42,076



41,2342,559,875



2,130,704Accumulated depreciation




(406,444
)


(290,134
)2,153,431



1,840,570Real estate assets held for sale, net




102,699



253,641Land




337,904



300,378$
2,594,034


$
2,394,589   9.
    Undeveloped
    Land and Construction in Progress    Location

Units


Total Costs(Unaudited)


(In thousands)Colonial Grand at Traditions(1)

Gulf Shores, AL


324


$
13,938Colonial Village at Cypress Village(2)(3)

Gulf Shores, AL


96



26,235Colonial Village at Godley Lake

Savannah, GA


288



26,668Colonial Grand at Ayrsley

Charlotte, NC


368



35,803Colonial Grant at Huntersville

Charlotte, NC


250



26,031Colonial Grand at Matthews Commons

Charlotte, NC


216



21,262Enclave(2)(4)

Charlotte, NC


85



25,353Colonial Grand at Shelby Farms II(5)

Memphis, TN


154



12,7581,781


$
188,048     (1)
    
    Represents 35% of development
    costs, as we are a 35% equity partner in this unconsolidated
    development.(2)
    
    These properties, formerly
    for-sale residential properties, are now multifamily apartment
    communities.(3)
    
    Total costs are presented net of
    $16.8 million impairment charge recorded during
    2007.(4)
    
    Total costs are presented net of
    a $5.4 million impairment charge recorded during
    2007.(5)
    
    This property was sold during
    June 2008 (see Note 6). 112




---



##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     TotalLocation

Square Feet(1)


Total Cost(Unaudited)


(In thousands)Office PropertiesColonial Center TownPark 400(2)

Orlando, FL


176


$
27,031Metropolitan Midtown(2)(3)

Charlotte, NC


162



34,569338



61,600Retail PropertiesColonial Promenade Fultondale(4)

Birmingham, AL


159



21,220Metropolitan Midtown(2)(3)

Charlotte, NC


172



39,501Colonial Promenade Smyrna(5)

Smyrna, TN


148



17,507479


$
78,228     (1)
    
    Square footage is presented in
    thousands and excludes anchor-owned square footage.(2)
    
    These projects are part of
    mixed-use developments.(3)
    
    Total costs are net of economic
    grant proceeds of approximately $8.3 million (present
    value).(4)
    
    This property was classified as
    Real estate assets held for sale on the
    Companys Balance Sheet as of December 31, 2008 and
    was subsequently sold in February 2009.(5)
    
    Represents 50% of the
    development costs, as we are a 50% equity partner in this
    unconsolidated development.  26-unit 23-unit 101-unit
       113




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##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    212-unit 47-unit
      TotalUnits/








CostsSquare


Estimated


Estimated


CapitalizedLocation

Feet (1)


Completion


Total Costs


to Date(Unaudited)





(In thousands)


(In thousands)Multifamily Projects:Colonial Grand at Desert Vista

Las Vegas, NV


380



2009



53,000



42,463Colonial Grand at Ashton Oaks

Austin, TX


362



2009



35,300



28,316Colonial Grand at Onion Creek

Austin, TX


300



2009



32,300



32,000Retail Projects:Colonial Promenade Tannehill(2)

Birmingham, AL


350



2009



8,900



5,633Construction in Progress for Active Developments















$
108,412     (1)
    
    Square footage is presented in
    thousands. Square footage for the retail assets excludes
    anchor-owned square-footage.(2)
    
    Total cost and development costs
    recorded through December 31, 2008 have been reduced by
    $44.7 million for the portion of the development that was
    placed into service during 2008. Total cost for this project is
    expected to be approximately $53.6 million, of which,
    $6.4 million is expected to be received from the city as
    reimbursement for infrastructure costs.       114




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##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    CostsTotal Units/


CapitalizedLocation

Square Feet(1)


to Date(Unaudited)


(In thousands)Multifamily Projects:Colonial Grand at Sweetwater

Phoenix, AZ


195


$
7,281Colonial Grand at Thunderbird

Phoenix, AZ


244



8,368Colonial Grand at Randal Park(2)

Orlando, FL


750



13,604Colonial Grand at Hampton Preserve

Tampa, FL


486



14,320Colonial Grand at South End

Charlotte, NC


353



12,046Colonial Grand at Wakefield

Raleigh, NC


369



7,210Colonial Grand at Azure

Las Vegas, NV


188



7,728Colonial Grand at Cityway

Austin, TX


320



4,967RetailColonial Pinnacle Craft Farms II(2)

Gulf Shores, AL


74



2,027Colonial Promenade Huntsville

Huntsville, AL


111



9,527Colonial Promenade Nor du Lac(3)

Covington, LA


497



34,029Other Projects and Undeveloped LandMultifamily








6,714Office








2,880Retail








5,502For-Sale Residential(4)








43,119Mixed-Use(5)








92,942Consolidated Construction in Progress







$
272,264     (1)
    
    Square footage is presented in
    thousands. Square footage for the retail assets excludes
    anchor-owned square-footage.(2)
    
    These projects are part of
    mixed-use developments.(3)
    
    Costs capitalized to date are
    net of a $19.3 million impairment charge (see discussion at
    Footnote 5 Impairment) and excludes
    $24.0 million of community development district special
    assessment bonds.(4)
    
    Costs capitalized to date are
    net of a $6.5 million impairment charge recorded during
    2008 and a $14.8 million impairment charge recorded during
    2007.(5)
    
    Costs capitalized to date are
    net of a $29.7 million impairment charge recorded during
    2008.  10.
    Investment
    in Partially-Owned Entities and Other Arrangements  Investments
    in Consolidated Partially-Owned Entities
     115




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##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Investments
    in Unconsolidated Partially-Owned Entities
    Percent


December 31,


December 31,Owned


2008


2007(In thousands)Multifamily:Arbors at Windsor Lake, Columbia, SC



(1)

$



$
569Auberry at Twin Creeks, Dallas, TX



(2)






702Belterra, Ft. Worth, TX


10.00
%


616



708Carter Regents Park, Atlanta, GA


40.00
%(3)


3,424



5,282CG at Huntcliff, Atlanta, GA


20.00
%


1,894



2,138CG at McKinney, Dallas, TX (Development)


25.00
%


1,521



1,003CG at Research Park, Raleigh, NC


20.00
%


1,053



1,197CG at Traditions, Gulf Shores, AL (Development)


35.00
%


570



1,591CMS / Colonial Joint Venture I


15.00
%


289



435CMS / Colonial Joint Venture II


15.00
%(4)


(461
)


(419
)CMS Florida


25.00
%


(561
)


(338
)CMS Tennessee


25.00
%


114



258CMS V/CG at Canyon Creek, Austin, TX


25.00
%


638



1,226CV at Matthews, Charlotte, NC



(5)






1,004DRA Alabama


10.00
%(6)


921



2,260DRA Cunningham, Austin, TX


20.00
%


896



969DRA CV at Cary, Raleigh, NC


20.00
%


1,752



2,026DRA The Grove at Riverchase, Birmingham, AL


20.00
%


1,291



1,409Fairmont at Fossil Creek, Fort Worth, TX



(7)






567Park Crossing, Fairfield, CA



(8)






797Stone Ridge, Columbia, SC



(9)






451Total Multifamily






13,957



23,835Office:600 Building Partnership, Birmingham, AL


33.33
%


118



76Colonial Center Mansell JV


15.00
%


727



1,377DRA / CLP JV


15.00
%(10)


(10,976
)


(6,603
)DRA / CRT JV


15.00
%(11)


24,091



23,365Huntville TIC, Huntsville, AL


10.00
%(12)


(3,746
)


7,922Total Office






10,214



26,137 116




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##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Percent


December 31,


December 31,Owned


2008


2007(In thousands)Retail:Colonial Promenade Alabaster II/Tutwiler II, Birmingham, AL


5.00
%


(173
)


(107
)Colonial Promenade Craft Farms, Gulf Shores, AL


15.00
%


823



1,300Colonial Promenade Madison, Huntsville, AL


25.00
%


2,187



2,258Colonial Promenade Smyrna, Smyrna, TN


50.00
%


2,378



2,297GPT / Colonial Retail JV



(13)






(5,021
)Highway 150, LLC, Birmingham, AL


10.00
%


67



64OZRE JV


17.10
%(14)


(7,579
)


(6,204
)Parkside Drive LLC I, Knoxville, TN


50.00
%


4,673



6,898Parkside Drive LLC II, Knoxville, TN (Development)


50.00
%


6,842



6,270Parkway Place Limited Partnership, Huntsville, AL


50.00
%(15)


10,690



10,34219,908



18,097Other:Colonial / Polar-BEK Management Company, Birmingham, AL


50.00
%


33



28Heathrow, Orlando, FL


50.00
%


2,109



1,5852,142



1,613$
46,221


$
69,682     (1)
    
    The Company sold its 10%
    interest in Arbors at Windsor Lake during January
    2008.(2)
    
    The Company sold its 15%
    interest in Auberry at Twin Creeks during January
    2008.(3)
    
    The Company began consolidating
    the Regents Park Joint Venture (Phase I) in its financial
    statements as of September 30, 2008. The Regents Park Joint
    Venture (Phase II) consists of undeveloped land.(4)
    
    The CMS/Colonial Joint
    Venture II holds one property in which the Company has a
    15% partnership interest.(5)
    
    The Company acquired the
    remaining 75% interest in Colonial Village at Matthews during
    January 2008 (see Note 6).(6)
    
    The DRA Alabama sold its 10%
    interest in Madison at Shoal Run and Meadows of Brook Highland
    during December 2008. The JV only has one property as of
    December 31, 2008.(7)
    
    The Company sold its 15%
    interest in Fairmont at Fossil Creek during January
    2008.(8)
    
    The Company sold its 10%
    interest in Park Crossing during February 2008. (9)
    
    The Company sold its 10%
    interest in Stone Ridge during June 2008. (10)
    
    As of December 31, 2008,
    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 $23.2 million, offset by the
    excess basis difference on the June 2007 joint venture
    transaction (see Note 2) of approximately
    $34.1 million, which is being amortized over the life of
    the properties.(11)
    
    As of December 31, 2008,
    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% interest in Decoverly,
    located in Rockville, Maryland, during May 2008.(12)
    
    Amount includes the
    Companys investment of approximately $3.8 million,
    offset by the excess basis difference on the transaction of
    approximately $7.5 million, which is being amortized over
    the life of the properties.(13)
    
    The Company sold its 10%
    interest in GPT/ Colonial Retail JV during February
    2008.(14)
    
    As of December 31, 2008,
    this joint venture included 11 retail properties located in
    Birmingham, Alabama; Jacksonville, Orlando, Punta Gorda and
    Tampa, Florida; Athens, Georgia and Houston, Texas. Amount
    includes the value of the Companys investment of
    approximately $9.0 million, offset by the excess basis
    difference on the June 2007 joint venture transaction of
    approximately $16.6 million, which is being amortized over
    the life of the properties. As of June 1, 2008, the
    Companys percentage ownership increased from 15.0% to
    17.1% (see Note 2).(15)
    
    As of November 1, 2008, the
    Companys interest in Parkway Place limited partnership
    increased from 45.00% to 50.0%, due to a JV Partner executing a
    put option. 117




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##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Location


Units


Sales Price(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         191-unit
  276-unit 400-unit
    376-unit
  240-unit
   118




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##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  216-unit
  324-unit
  319-unit
            364-unit
   119




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##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        529-unit
    As of December 31,2008


2007(In thousands)Balance SheetAssetsLand, building, & equipment, net

$
3,130,487


$
3,713,743Construction in progress


57,441



106,098Other assets


317,164



342,894Total assets

$
3,505,092


$
4,162,735Liabilities and Partners EquityNotes payable(1)

$
2,711,059


$
3,224,146Other liabilities


156,700



115,346Partners Equity


637,333



823,243Total liabilities and partners capital

$
3,505,092


$
4,162,735   Statement of Operations(for the years ended)

2008


2007


2006Revenues

$
457,088


$
425,115


$
380,280Operating expenses


(180,731
)


(174,278
)


(155,845
)Interest expense


(165,258
)


(154,896
)


(143,862
)Depreciation, amortization and other


(159,426
)


(68,927
)


87,613Net income (loss)(2)

$
(48,327
)

$
27,014


$
168,186   (1)
    
    The Companys pro rata
    portion of indebtedness, as calculated based on ownership
    percentage, at December 31, 2008 and 2007 was
    $476.3 million and $544.2 million,
    respectively.(2)
    
    In addition to the
    Companys pro-rata share of income (loss) from
    partially-owned unconsolidated entities, Income from
    partially-owned unconsolidated entities of
    $12.5 million for the year ended December 31, 2008
    includes gains on the Companys dispositions of
    joint-venture interests and amortization of basis differences
    which are not reflected in the table above. 120




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##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Total Assets


Total Debt


Total Equity2008


2007


2008


2007


2008


2007DRA/CRT

$
1,189,996


$
1,248,807


$
940,981


$
993,264


$
201,447


$
202,162DRA/CLP


927,397



973,861



741,907



741,907



153,962



194,210OZRE


363,589



378,497



292,714



284,000



52,890



74,012GPT(1)






374,498







322,776







43,982Huntsville TIC(2)


224,644



160,478



107,540



107,540



36,112



49,980$
2,705,626


$
3,136,141


$
2,083,142


$
2,449,487


$
444,411


$
564,346     (1)
    
    The Company sold its interest in
    this joint venture in February 2008.(2)
    
    During 2008, the Company reduced
    its interest in this joint venture from 40.0% to
    10.0%.    Total Revenues


Net Income (Loss)


Share of Net Income (Loss)(1)2008


2007


2006


2008


2007


2006


2008


2007


2006DRA/CRT(2)

$
172,985


$
170,433


$
215,676


$
(19,994
)

$
13,179


$
(41,909
)

$
(1,694
)

$
2,941


$
(6,286
)DRA/CLP


117,445



62,812







(17,892
)


(1,682
)






(398
)


975



OZRE


34,607



18,695







(9,916
)


(5,314
)






(665
)


(232
)


GPT(3)


8,191



48,692



45,896



(1,752
)


(13,403
)


(9,581
)


11,977



(917
)


(958
)Huntsville TIC(4)


24,662



4,005







(10,809
)


(1,018
)






4,063



1,016



$
357,890


$
304,637


$
261,572


$
(60,363
)

$
(8,238
)

$
(51,490
)

$
13,283


$
3,783


$
(7,244
)     (1)
    
    Includes amortization of excess
    basis differences, management fee eliminations and gains on
    sale.(2)
    
    Net Income for 2007 is
    attributable to the sale of Las Olas Centre and St. Petersburg
    Center. Gains on the sales of these assets were approximately
    $45.6 million.(3)
    
    The Company sold its interest in
    this joint venture in February 2008 and recognized a gain of
    approximately $12.2 million.(4)
    
    The Company sold a portion of
    its interest in this joint venture in a series of 10
    transactions during 2008 and recognized a gain of approximately
    $6.0 million.  Investments
    in Variable Interest Entities
      
    determine whether the entity meets the criteria to qualify as a
    VIE, and
    determine whether the Company is the primary beneficiary of the
    VIE.    
    the design of the entity, including the nature of its risks and
    the purpose for which the entity was created, to determine the
    variability that the entity was designed to create and
    distribute to its interest holders;
    the nature of the Companys involvement with the entity;
    whether control of the entity may be achieved through
    arrangements that do not involve voting equity; 121




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##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   
    whether there is sufficient equity investment at risk to finance
    the activities of the entity;
    whether parties other than the equity holders have the
    obligation to absorb expected losses or the right to receive
    residual returns; and
    whether the voting rights and the economic rights are
    proportional.    
    whether the Companys variable interest absorbs the
    majority of the VIEs expected losses,
    whether the Companys variable interest receives the
    majority of the VIEs expected returns, and
    whether the Company has the ability to make decisions that
    significantly affect the VIEs results and activities.    Unconsolidated
    Variable Interest Entities
    MaximumCarrying Amount


Potential Additional


Exposure toVIE

of Investment


Support Obligation


Loss(In thousands)DRA/CRT JV

$
24,091


$
17,400


$
41,491CG at Canyon Creek


638



4,000



4,638CG at Traditions


570



3,500



4,070        122




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##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  11.
    Segment
    Information   123




---



##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For The Year Ended December 31,2008


2007


2006(In thousands)Revenues:Segment Revenues:Multifamily

$
314,567


$
307,943


$
320,520Office


57,265



98,735



172,381Retail


36,843



70,664



110,291Total Segment Revenues


408,675



477,342



603,192Partially-owned unconsolidated entities  Mfam


(8,605
)


(10,287
)


(18,906
)Partially-owned unconsolidated entities  Off


(49,687
)


(41,392
)


(33,736
)Partially-owned unconsolidated entities  Rtl


(20,132
)


(19,028
)


(14,497
)Construction revenues


10,137



38,448



30,484Other non-property related revenue


18,629



19,352



17,693Discontinued operations property revenues


(14,559
)


(41,496
)


(118,193
)Total Consolidated Revenues


344,458



422,939



466,037NOI:Segment NOI:Multifamily


188,255



182,950



190,838Office


34,868



62,496



112,616Retail


25,953



48,738



79,321Total Segment NOI


249,076



294,184



382,775Partially-owned unconsolidated entities  Mfam


(4,221
)


(4,964
)


(10,813
)Partially-owned unconsolidated entities  Off


(29,513
)


(24,170
)


(20,416
)Partially-owned unconsolidated entities  Rtl


(14,384
)


(13,042
)


(9,897
)Other non-property related revenue


18,629



19,352



17,693Discontinued operations property NOI


(6,976
)


(21,646
)


(71,426
)Impairment  discontinued ops(1)


(2,025
)


(2,500
)


Impairment and other losses  continuing ops(2)


(116,550
)


(44,129
)


(1,600
)Construction NOI


607



3,902



1,073Property management expenses


(8,426
)


(12,178
)


(12,535
)General and administrative expenses


(23,326
)


(25,650
)


(20,181
)Management fee and other expenses


(15,316
)


(15,673
)


(12,575
)Restructuring charge


(1,028
)


(3,019
)


Investment and development


(4,358
)


(1,516
)


(1,010
)Depreciation


(102,237
)


(109,570
)


(125,706
)Amortization


(3,275
)


(10,582
)


(17,843
)Income (Loss) from operations


(63,323
)


28,799



97,539Total other income (expense), net(3)


(39,495
)


247,033



(7,365
)Income (Loss) before minority interest and discontinued
    operations

$
(102,818
)

$
275,832


$
90,174   124




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##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  December 31,


December 31,Assets

2008


2007(In thousands)Segment AssetsMultifamily

$
2,473,262


$
2,449,558Office


126,721



82,630Retail


276,193



149,933For-Sale Residential


106,114



211,729Total Segment Assets


2,982,290



2,893,850Unallocated corporate assets(4)


172,879



335,980$
3,155,169


$
3,229,830     (1)
    
    The impairment charge recorded
    during 2008 is related to two of the Companys condominium
    conversion properties. The impairment charge recorded during
    2007 is related to a retail asset sold during 2007.(2)
    
    During 2008, the Company
    recorded a $114.9 million impairment charge related to the
    Companys for-sale residential business and certain
    development projects. Additionally, there was $1.7 million
    in casualty losses recorded as a result of fire damage at four
    multifamily apartment communities. Of the $44.1 million
    impairment charge presented in continuing operations in 2007,
    $43.3 million is related to the Companys for-sale
    residential business as a result of the deterioration in the
    single family housing market and dislocation in the mortgage
    market and $0.8 million is a result of fire damage
    sustained at two multifamily apartment communities.(3)
    
    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 7
    related to for-sale activities).(4)
    
    Includes the Companys
    investment in partially-owned entities of $46,221 and $69,682 as
    of December 31, 2008 and 2007, respectively.  For-Sale
    Residential
  For The Year Ended December 31,2008


2007


2006(In thousands)Gains on for-sale residential sales

$
1,625


$
3,137


$
2,830Impairment


(35,900
)


(43,300
)


(1,600
)Income tax benefit (expense)(1)


(562
)


15,398



(1,404
)Income (loss) from for-sale residential sales

$
(34,837
)

$
(24,765
)

$
(174
)     (1)
    
    The Company has established a
    partial valuation allowance for the portion of the net deferred
    tax asset in excess of the amount that is more likely than not
    of recovery. (see Note 18).  12.
    Notes and
    Mortgages Payable    2008


2007(In thousands)Unsecured credit facility

$
311,630


$
39,316Mortgages and other notes:3.37% to 6.00%


755,786



714,1976.01% to 7.50%


649,603



843,3267.51% to 9.00%


45,000



45,000$
1,762,019


$
1,641,839    125




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##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
              462-unit 390-unit
  282-unit
 126




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##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
                 127




---



##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (In thousands)2009

$
6812010


272,5412011


100,7282012(1)


411,9102013


113,756Thereafter


862,403$
1,762,019     (1)
    
    Year 2012 includes
    $311.6 million outstanding on the Companys credit
    facility as of December 31, 2008, which matures in June
    2012.      13.
    Derivative
    Instruments         128




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##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
             129




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##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      14.
    Capital
    Structure        15.
    Equity
    Offerings  1 10
  1 8 1 8
 130




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##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    1 8
        16.
    Share-based
    Compensation   131




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##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Incentive
    Share Plans
        For the Year Ending December 31,2008


2007


2006Dividend yield


7.92
%


5.76
%


5.76
%Expected volatility


20.70
%


19.42
%


21.01
%Risk-free interest rate


3.77
%


4.64
%


5.11
%Expected option term (years)


7.1



7.2



7.5         Options OutstandingWeighted AverageShares


Exercise Price(1)Options outstanding, beginning of period


1,594,930


$
24.65Granted


215,279



23.56Exercised


(57,075
)


19.62Forfeited


(228,749
)


29.17Options outstanding, end of period


1,524,385


$
24.00     (1)
    
    In connection with the special
    distribution paid by the Company related to the recapitalization
    during 2007 (see Note 2), the exercise price of all of the
    Companys then outstanding options has been reduced by
    $10.63 per share for all periods presented as required under the
    terms of the Companys option plans. 132




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##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
         (Amounts inthousands)Balance, December 31, 2007

$
8,349Amortization of deferred compensation


(3,317
)Reversal of deferred compensation due to cancelled shares(1)


(2,956
)Issuance of restricted shares


4,516Balance, December 31, 2008

$
6,592     (1)
    
    Of this amount,
    $2.6 million is attributable to the Companys
    restructuring during 2008.    For The Year Ended


Weighted AverageDecember 31,


Grant Date2008


Fair ValueNonvested Restricted Shares, December 31, 2007


419,609


$
41.35Granted


284,982



21.38Vested


(123,123
)


42.00Cancelled/Forfeited


(172,931
)


35.28Nonvested Restricted Shares, December 31, 2008


408,537


$
32.08     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 133




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##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   
    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).          
    risk-free rate,
    expected standard deviation of returns (i.e., volatility),
    expected dividend yield, and
    correlation in stock price movement.  2-year 3-year 3-year
       134




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##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Employee
    Share Purchase Plan
    17.
    Employee
    Benefits  Noncontributory
    Defined Benefit Pension Plan
        2007(In thousands)Change in benefit obligationBenefit obligation at beginning of year

$
15,662Service cost


253Interest cost


758Curtailment (gain) loss


(4,087
)Settlement (gain) loss


(380
)Benefits paid


(134
)Settlement payments


(13,949
)Actuarial (gain) loss


2,592Benefit obligation at end of year

$
715Change in plan assetsFair value of plan assets at beginning of year

$
10,317Actual return on plan assets


718Employer contributions


3,100Benefits paid


(134
)Settlement payments


(13,949
)Fair value of plan assets at end of year

$
52Funded status

$
(663
)  135




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##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2007(In thousands)Amounts recognized in the consolidated balance sheetsOther liabilities

$
(663
)   2007Amounts recognized in accumulated other comprehensive
    incomeNet (gain) loss

$
Prior service cost


Net amount recognized

$
     2007(In thousands)Accumulated benefit obligation

$
715     2007(In thousands)Components of Net Periodic Benefit CostService cost

$
253Interest cost


758Expected return on plan assets


(611
)Amortization of prior service cost


1Amortization of net (gain) loss


22Curtailment (gain) loss


33Settlement (gain) loss


549Net periodic benefit cost

$
1,005     2007(In thousands)Other Changes in Plan Assets and Benefit Obligations
    Recognized in Other Comprehensive IncomeNet (gain) loss

$
(2,581
)Prior service cost


(33
)Amortization of prior service cost


(1
)Total recognized in other comprehensive income

$
(2,615
)Total recognized in net periodic benefit cost and other
    comprehensive income

$
(1,610
)   (In thousands)Estimated amortization from accumulated other comprehensive
    income into net periodic pension cost over the next twelve
    monthsAmortization of net (gain) loss

$
Amortization of prior service cost

$
  136




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##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2007Weighted-average assumptions used to determine benefit
    obligations at December 31Discount rate


5.00
%Rate of compensation increase


n/aWeighted-average assumptions used to determine net cost For
    Years Ended December 31Discount rate


5.00
%Expected long-term rate of return on plan assets


5.00
%Rate of compensation increase


3.00
%     Contributions

Employer(In thousands)2006

$
8142007

$
3,100Benefit payments (including termination settlement
    payments)2007

$
14,084   401(k)
    Plan
    18.
    Income
    Taxes     137




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##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Income
    Tax Characterization of Distributions
    Distribution


Ordinary


Return of


Long-Term


UnrecapturedPer Share


Income


Capital


Capital Gain


Sec. 1250 Gains2008

$
1.75



31.73
%


0.00
%


38.86
%


29.41
%2007

$
0.68



20.99
%


0.00
%


67.46
%


11.55
%2007

$
0.68



4.49
%


0.00
%


66.86
%


28.65
%2007

$
8.08



3.53
%


21.20
%


52.69
%


22.58
%2007

$
2.67



3.53
%


21.20
%


52.69
%


22.58
%2007

$
0.68



3.21
%


28.33
%


47.92
%


20.53
%2007

$
0.50



3.21
%


28.33
%


47.92
%


20.53
%2006

$
2.72



14.75
%


0.00
%


57.77
%


27.48
%   Taxable
    REIT Subsidiary
      2008


2007


2006(In thousands)Current tax expense (benefit):Federal

$
(10,417
)

$
7,929


$
13,242State


56



1,401



2,040(10,361
)


9,330



15,282Deferred tax expense (benefit):Federal


11,063



(14,187
)


(2,641
)State


72



(2,587
)


(482
)11,135



(16,774
)


(3,123
)Total income tax expense (benefit)


774



(7,444
)


12,159Income tax expense (benefit)  discontinued operations


(1,064
)


(1,839
)


(8,554
)Income tax expense (benefit)  continuing operations


(290
)


(9,283
)


3,605    138




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##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2008


2007(In thousands)Deferred tax assets:Real estate asset basis differences

$
84


$
128Impairments


44,550



17,466Deferred revenue


1,971



1,795Allowance for doubtful accounts


737



321Accrued liabilities


340



458$
47,682


$
20,168Deferred tax liabilities:Real estate asset basis differences


(4,088
)


(271
)(4,088
)


(271
)Net deferred tax assets, before valuation allowance

$
43,594


$
19,897Valuation allowance


(34,283
)


Net deferred tax assets, included in other assets

$
9,311


$
19,897       2008


2007Federal tax rate


35.00
%


35.00
%Valuation reserve


(35.87
)%


State income tax, net of federal income tax benefit


(0.1
)%


4.09
%Other


0.07
%


2.78
%CPSI provision for income taxes


(0.9
)%


41.87
%    139




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##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  19.
    Leasing
    Operations    (In thousands)2009

$
25,8632010


26,4132011


26,1902012


23,6932013


21,980Thereafter


133,683$
257,822       20.
    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.     140




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##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    EITF 91-10,
        Guarantees
    and Other Arrangements
       141




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##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            21.
    Related
    Party Transactions     142




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##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          22.
    Net
    Income (Loss) Per Share    2008


2007


2006(In thousands)Numerator:Income (Loss) from continuing operations

$
(90,039
)

$
275,072


$
72,208Less:Preferred stock dividends


(8,773
)


(13,439
)


(20,902
)Preferred share issuance costs write-off


(27
)


(360
)


(2,128
)Income (Loss) from continuing operations available to common
    shareholders

$
(98,839
)

$
261,273


$
49,178Denominator:Denominator for basic net income per share  weighted
    average common shares


47,231



46,356



45,484Effect of dilutive securities






653



536Denominator for diluted net income per share 
    adjusted weighted average common shares


47,231



47,009



46,020  143




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##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    23.
    Subsequent
    Events  Property
    Disposition
    Financing
    Activities
        Restructuring
    Charges
    Distribution
   144




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##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    24.
    Quarterly
    Financial Information (Unaudited)    2008First


Second


Third


FourthQuarter


Quarter


Quarter


Quarter(In thousands, except per share data)Revenues

$
88,991


$
84,073


$
86,165



85,229Income (loss) from continuing operations


12,079



1,886



(658
)


(103,346
)Income from discontinued operations


4,819



9,451



29,671



(531
)Net income (loss)


16,898



11,337



29,013



(103,877
)Dividends to preferred shareholders


(2,488
)


(2,180
)


(2,037
)


(2,068
)Preferred share issuance costs write-off


(184
)


(83
)


240



Net income (loss) available to common shareholders


14,226



9,074



27,216



(105,945
)Net income (loss) per share:Basic

$
0.30


$
0.19


$
0.57


$
(2.22
)Diluted

$
0.30


$
0.19


$
0.57


$
(2.22
)Weighted average common shares outstanding:Basic


46,854



46,927



47,369



47,796Diluted


47,015



46,927



47,369



47,796   2007First


Second


Third


FourthQuarter


Quarter


Quarter


Quarter(In thousands, except per share data)Revenues

$
125,611


$
120,012


$
89,805


$
87,511Income (loss) from continuing operations


3,257



275,878



(7,850
)


3,787Income from discontinued operations


33,090



33,256



12,165



2,318Net income


36,347



309,134



4,315



6,105Dividends to preferred shareholders


(4,491
)


(3,870
)


(2,539
)


(2,539
)Preferred share issuance costs write-off






(330
)


(30
)


Net income available to common shareholders


31,856



304,934



1,746



3,566Net income per share:Basic

$
0.69


$
6.60


$
0.03


$
0.07Diluted

$
0.69


$
6.51


$
0.03


$
0.07Weighted average common shares outstanding:Basic


45,964



46,222



46,574



46,656Diluted


45,964



46,875



46,574



47,080  145




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##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
     Internal Control 
    Integrated Framework Form 10-K.
          146




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##### 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
  Rule 13a-15
  Changes
    in Internal Control Over Financial Reporting
  Rule 13a-15)
  Managements
    Report on Internal Control Over Financial Reporting
  Rule 13a-15(f)
          Item 9B.
    Other
    Information.   147




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##### Table of Contents



PART III
 
  Item 10.
    Trustees,
    Executive Officers and Corporate Governance.  Form 10-K. Form 10-K.
   
  Item 11.
    Executive
    Compensation.   
  Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters      Number of Securities RemainingAvailable for Future IssuanceNumber of Securities to be


Weighted-Average Exercise


Under Equity CompensationIssued Upon Exercise of


Price of Outstanding Options,


Plans (Excluding SecuritiesPlan Category

Outstanding Options, Warrants and Rights(a)


Warrants and Rights(b)


Reflected in Column(a))Equity compensation plans approved by security holders(1)


1,782,927
(2)

$
24.07
(3)


2,028,668Equity compensation plans not approved by security holders










Total


1,782,927


$
24.07



2,028,668     (1)
    
    These plans include our 2008
    Omnibus Incentive Plan, our Third Amended and Restated Employee
    Share Option and Restricted Share Plan, as amended in 1998 and
    2006, our Non-Employee Trustee Share Plan, as amended in 1997,
    and our Trustee Share Option Plan, as amended in 1997.(2)
    
    Includes 408,197 restricted
    shares that had not vested as of December 31,
    2008.(3)
    
    Weighted-average exercise price
    of outstanding options has been adjusted for the special
    distribution paid in June 2007 (see Note 2 to our Notes to
    Consolidated Financial Statements included in Item 8 of
    this 10-K).
    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. 148




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##### Table of Contents



Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence.   
  Item 14.
    Principal
    Accountant Fees and Services.   149




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##### Table of Contents



Part IV
 
  Item 15.
    Exhibits
    and Financial Statement Schedules  Financial Statements
                Financial Statement Schedules
      Exhibits
  ExhibitNo.

Exhibit

Reference2
.1

Agreement and Plan of Merger by and among the Company, CLNL
    Acquisition Sub LLC and Cornerstone Realty Income Trust,
    Inc.

Incorporated by reference to Exhibit 2.1 to the Companys
    Current Report on Form 8-K filed with the SEC on October 28, 20042
.2

Form of Plan of Merger merging Cornerstone Realty Income Trust,
    Inc. into CLNL Acquisition Sub LLC

Incorporated by reference to Exhibit B to Exhibit 2.2 to the
    Companys Current Report on Form 8-K filed with the SEC on
    January 25, 20052
.3

Amendment No. 1 to Agreement and Plan of Merger by and
    among the Company, CLNL Acquisition Sub LLC and Cornerstone
    Realty Income Trust, Inc.

Incorporated by reference to Exhibit 2.2 to the Companys
    Current Report on Form 8-K filed with the SEC on January 25, 20052
.4

Membership Interests Purchase Agreement (Office Joint Venture),
    dated as of April 25, 2007, between DRA G&I
    Fund VI Real Estate Investment Trust and Colonial
    Properties Trust

Incorporated by reference to Exhibit 2.1 to the Companys
    Current Report on Form 8-K filed with the SEC on May 1, 20072
.5

Membership Interests Purchase Agreement (Retail Joint Venture),
    dated as of April 25, 2007, between OZRE Retail, LLC and
    Colonial Properties Trust

Incorporated by reference to Exhibit 2.2 to the Companys
    Current Report on Form 8-K filed with the SEC on May 1, 20072
.6

First Amendment to Membership Interests Purchase Agreement
    (Retail Joint Venture), dated as of June 15, 2007, between
    OZRE Retail LLC and Colonial Properties Trust

Incorporated by reference to Exhibit 2.3 to the Companys
    Current Report on Form 8-K filed with the SEC on June 21, 20073
.1

Declaration of Trust of Company, as amended

Filed herewith3
.2

Bylaws of the Company, as amended

Filed herewith4
.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,
    20034
.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
    Company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 Company, whose file number is 1-12358)4
.5

Deposit Agreement for Series D depository shares by and
    among the Company and Equiserve Trust Company, N.A. and
    Equiserve, Inc.

Incorporated by reference to Exhibit 4.4 to the Company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 Companys
    Quarterly Report on Form 10-Q for the quarter ended June 30,
    2007 150




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##### Table of Contents



ExhibitNo.

Exhibit

Reference10
.2

Registration Rights and
    Lock-Up
    Agreement dated September 29, 1993, among the Company and
    the persons named therein

Incorporated by reference to Exhibit 10.2 to the Company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 Company and the
    persons named therein

Incorporated by reference to Exhibit 10.2.2 to the
    Company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 Company, whose file
    number is 1-12358)10
.4

Registration Rights and
    Lock-Up
    Agreement dated November 4, 1994, among the Company and the
    persons named therein

Incorporated by reference to Exhibit 10.2.3 to the
    Company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 Company, whose file
    number is 1-12358)10
.5

Supplemental Registration Rights and
    Lock-Up
    Agreement dated August 20, 1997, among the Company and the
    persons named therein

Incorporated by reference to Exhibit 10.2.4 to the
    Company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 Company, whose file
    number is 1-12358)10
.6

Supplemental Registration Rights and
    Lock-Up
    Agreement dated November 1, 1997, among the Company, CRLP
    and B&G Properties Company LLP

Incorporated by reference to Exhibit 10.2.5 to the
    Company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 Company, whose file
    number is 1-12358)10
.7

Supplemental Registration Rights and
    Lock-Up
    Agreement dated July 1, 1997, among the Company, CRLP and
    Colonial Commercial Investments, Inc.

Incorporated by reference to Exhibit 10.2.6 to the
    Company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 Company, whose file
    number is 1-12358)10
.8

Supplemental Registration Rights and
    Lock-Up
    Agreement dated July 1, 1996, among the Company and the
    persons named therein

Incorporated by reference to Exhibit 10.2.7 to the
    Company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 Company, whose file
    number is 1-12358)10
.9

Registration Rights Agreement dated February 23, 1999,
    among the Company, Belcrest Realty Corporation, and Belair Real
    Estate Corporation

Incorporated by reference to Exhibit 10.2.8 to the
    Company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 Company, whose file
    number is 1-12358)10
.10

Registration Rights and
    Lock-Up
    Agreement dated July 1, 1998, among the Company and the
    persons named therein

Incorporated by reference to Exhibit 10.2.9 to the
    Companys Annual Report on Form 10-K for the period ending
    December 31, 199810
.11

Registration Rights and
    Lock-Up
    Agreement dated July 31, 1997, among the Company and the
    persons named therein

Incorporated by reference to Exhibit 10.2.10 to the
    Company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 Company, whose file
    number is 1-12358)10
.12

Supplemental Registration Rights and
    Lock-Up
    Agreement dated November 18, 1998, among the Company, CRLP
    and Colonial Commercial Investments, Inc.

Incorporated by reference to Exhibit 10.2.11 to the
    Company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 Company, whose file number is 1-12358) 151




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##### Table of Contents



ExhibitNo.

Exhibit

Reference10
.13

Registration Rights and
    Lock-Up
    Agreement dated April 30, 1999, among the Company, CRLP and
    MJE, L.L.C.

Incorporated by reference to Exhibit 10.2.13 to the
    Company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 Company, 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
    Company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
    Company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
    Companys Quarterly Report on Form 10-Q for the period
    ending September 30, 200410
.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
    Company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
    Company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
    Company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 Companys Registration
    Statement on Form S-8, No. 333-27203, filed with the SEC on May
    15, 199710
.16

Non-employee Trustee Share Plan 

Incorporated by reference to the Companys Registration
    Statement on Form S-8, No. 333-27205, filed with the SEC on May
    15, 199710
.17

Employee Share Purchase Plan 

Incorporated by reference to Exhibit 10.21 to the Company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
    Company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 Companys
    Registration Statement on Form S-11/A, No. 33-65954, filed with
    the SEC on September 3, 199310
.19

Executive Unit Purchase Program  Program Summary
    

Incorporated by reference to Exhibit 10.15 to the Company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 Company, whose file
    number is 1-12358)10
.20

Non-employee Trustee Option Agreement 

Incorporated by reference to Exhibit 10.5 to the Companys
    Registration Statement on Form S-11/A, No. 33-65954, filed with
    the SEC on September 3, 199310
.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 Companys
    Quarterly Report on Form 10-Q for the quarter ended March 31,
    200710
.22

Retirement Agreement between the Company and Howard B. Nelson,
    Jr. 

Incorporated by reference to Exhibit 10.26 to the Company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 Companys
    Registration Statement on Form S-11/A, No. 33-65954, filed with
    the SEC on September 21, 199310
.24

Partnership Agreement of CPSLP

Incorporated by reference to Exhibit 10.8 to the Companys
    Registration Statement on Form S-11/A, No. 33-65954, filed
    September 21, 1993 152




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##### Table of Contents



ExhibitNo.

Exhibit

Reference10
.24.1

First Amendment to Partnership Agreement of CPSLP

Incorporated by reference to Exhibit 10.28.1 to the
    Company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 Company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 Company, whose file
    number is 1-12358)10
.26

Bylaws of predecessor of Colonial Real Estate Services, Inc.,
    predecessor of CPSI

Incorporated by reference to Exhibit 10.10 to the Companys
    Registration Statement on Form S-11/A, No. 33-65954, filed
    September 3, 199310
.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 Company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 Company, Wachovia Bank, National Association as
    Agent for the Lenders and the Lenders named therein

Incorporated by reference to Exhibit 10.2 to the Company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 Company, Wachovia Bank, National Association as
    Agent for the Lenders and the Lenders named therein

Incorporated by reference to Exhibit 10.1 to the Company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 Company, as Guarantor,
    SouthTrust Bank, as Agent for Lenders, and the Lenders names
    therein

Incorporated by reference to Exhibit 10.37 to the Companys
    Current Report on Form 8-K filed with the SEC on
    November 3, 200410
.29

Facility and Guaranty Agreement among the Company, 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 Company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 Company, CRLP, Bank
    One, N.A. and certain lenders

Incorporated by reference to Exhibit 10.16 to the Company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 Company, 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 Company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 Company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 Company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 Company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 Company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 Companys
    Current Report on Form 8-K filed with the SEC on May 3, 200510
.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 Company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 Company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 Company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 Companys
    Quarterly Report on Form 10-Q for the period ended June 30, 2006 153




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##### Table of Contents



ExhibitNo.

Exhibit

Reference10
.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 Company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 Company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 Companys
    Quarterly Report on Form 10-Q for the period ended June 30, 200610
.44

2008 Omnibus Incentive Plan

Filed herewith10
.44.1

Summary of 2008 Annual Incentive Plan 

Incorporated by reference to Exhibit 10.1 to the Companys
    Quarterly Report on Form 10-Q for the period ended March 31, 200810
.44.2

Form of Colonial Properties
    Trust Non-Qualified
    Share Option Agreement (Employee Form) 

Incorporated by reference to Exhibit 10.1 to the Companys
    Current Report on Form 8-K filed with the SEC on April 29, 200810
.44.31

Form of Colonial Properties
    Trust Non-Qualified
    Share Option Agreement (Trustee Form) 

Incorporated by reference to Exhibit 10.2 to the Company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 Company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 Company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 Company, CPSI and Weston Andress 

Filed herewith10
.46

Severance Agreement, dated as of December 30, 2008, among
    the Company, CPSI and Weston Andress 

Filed herewith10
.47

Settlement Agreement and General Release, dated as of
    March 31, 2008 between the Company and Charles McGehee
    

Filed herewith12
.1

Ratio of Earnings to Fixed Charges and Ratio of Earnings to
    Combined Fixed Charges and Preferred Share Distributions

Filed herewith21
.1

List of Subsidiaries

Filed herewith23
.1

Consent of PricewaterhouseCoopers LLP

Filed herewith23
.2

Consent of Weiser LLP

Filed herewith23
.3

Consent of PricewaterhouseCoopers LLP

Filed herewith31
.1

CEO Certification pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002

Filed herewith31
.2

CFO Certification pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002

Filed herewith32
.1

CEO Certification pursuant to Section 906 of the
    Sarbanes-Oxley Act of 2002

Filed herewith32
.2

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.  Exhibits
    Financial Statements
   154




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##### Table of Contents



SIGNATURES
      By:
    /s/  Thomas
    H. Lowder        Signature/s/  Thomas
    H. LowderThomas
    H. Lowder

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

President, Chief Financial Officer and Trustee (Principal
    Financial Officer)/s/  Bradley
    P. SandidgeBradley
    P. Sandidge

Executive Vice President  Accounting
    (Principal Accounting Officer)/s/  Carl
    F. BaileyCarl
    F. Bailey

Trustee/s/  M.
    Miller GorrieM.
    Miller Gorrie

Trustee/s/  William
    M. JohnsonWilliam
    M. Johnson

Trustee/s/  Glade
    M. KnightGlade
    M. Knight

Trustee/s/  James
    K. LowderJames
    K. Lowder

Trustee/s/  Herbert
    A. MeislerHerbert
    A. Meisler

Trustee 155




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##### Table of Contents



Signature/s/  Claude
    B. NielsenClaude
    B. Nielsen

Trustee/s/  Harold
    W. RippsHarold
    W. Ripps

Trustee/s/  John
    W. SpiegelJohn
    W. Spiegel

Trustee  156




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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 Year ended December 31, 2008 and the
    Period from June 13, 2007 (Date of Inception) through
    December 31, 2007, and Report of Independent Registered
    Public Accounting FirmS-2

Consolidated Financial Statements of OZ/CLP Retail LLC and
    Subsidiaries for the Year ended December 31, 2008 and the
    Period from June 15, 2007 (Date of Inception) through
    December 31, 2007, 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  157




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##### Table of Contents



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




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##### Table of Contents



DRA/CLP
    OFFICE LLC and Subsidiaries
  Contents
 Consolidated
    Financial Statements
 For the Year Ended December 31, 2008
 (Not Covered by the Report Included Herein) and the Period
    from
 June 13, 2007 (Inception) to December 31, 2007
  Page(s)Report of Independent Registered Public
    Accounting Firm


1Audited Consolidated Financial Statements:Balance Sheets


2Statements of Income


3Statements of Changes in Temporary Equity and
    Equity


4Statements of Cash Flows


5Notes to Consolidated Financial Statements


6-14




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##### Table of Contents



Report of
    Independent Registered Public Accounting Firm             Weiser
    LLP
    1




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##### Table of Contents



DRA/CLP
    Office LLC and Subsidiaries



Consolidated
    Balance Sheets

(in
    thousands)  (Not Coveredby the ReportIncludedHerein)December 31,


December 31,2008


2007AssetsReal estate investmentsLand

$
83,029


$
80,779Land improvements


97,650



97,538Buildings and improvements


643,973



637,813Tenant improvements


57,205



56,328881,857



872,458Accumulated depreciation and amortization


(45,393
)


(15,885
)Operating properties-net


836,464



856,573Land held for sale






2,250Total real estate


836,464



858,823Cash and cash equivalents


23,451



39,516Tenant receivables, net of allowance for doubtful accounts of
    $1,265 in 2008 and $367 in 2007


4,403



2,839Prepaid expenses and other assets


857



888In-place leases, net of accumulated amortization of $12,327 in
    2008 and $4,630 in 2007


29,121



37,520Deferred costs, net of accumulated amortization of $9,071 in
    2008 and $3,154 in 2007


26,904



31,585Deferred rent receivable, net of allowance for doubtful accounts
    of $326 in 2008 and $145 in 2007


6,197



2,690Total assets

$
927,397


$
973,861Liabilities, Temporary Equity and EquityLiabilitiesMortgage payable

$
741,907


$
741,907Acquired net below-market leases, net of accumulated
    amortization of $2,422 in 2008 and $1,177 in 2007


14,193



16,096Accounts payable, accrued expenses and other liabilities


4,770



4,058Interest payable


3,584



3,584Accrued real estate taxes payable


2,200



2,022Advance rents and security deposits


6,781



7,047Payable to members






4,937Total liabilities


773,435



779,651Commitment and contingenciesTemporary equityRedeemable common units at redemption value  Colonial


11,126



32,215Redeemable common units at redemption value  Rollover
    LPs


6,519



26,60017,645



58,815Equity - Nonredeemable common units


136,317



135,395Total liabilities, temporary equity and equity

$
927,397


$
973,861  2




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##### Table of Contents



DRA/CLP
    Office LLC and Subsidiaries



Consolidated
    Statements of Income

(in
    thousands)  (Not Covered by


For the Period fromthe Report Included Herein)


June 13, 2007For the Year Ended


(Inception) toDecember 31, 2008


December 31, 2007RevenuesRent

$
98,591


$
54,106Tenant escalations


12,538



6,296Other


6,316



2,410Total revenues


117,445



62,812Property operating expensesGeneral operating expenses


15,770



8,290Management fees paid to affiliate


4,390



2,384Repairs and maintenance


11,073



5,114Taxes, licenses and insurance


13,638



8,258General and administrative


2,467



1,424Depreciation and amortization


46,495



23,670Total property operating expenses


93,833



49,140Income from operations


23,612



13,672Other income (expense)Interest expense


(42,315
)


(22,662
)Interest income


811



743Total other income(expense)


(41,504
)


(21,919
)Loss from continuing operations


(17,892
)


(8,247
)Income from discontinued operations






6,565Net loss

$
(17,892
)

$
(1,682
)  3




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##### Table of Contents



Consolidated
    Statements of Changes in Temporary Equity and Equity
    For the Year Ended December 31, 2008
    (Not Covered by the Report Included Herein) and
    the period from June 13, 2007 (inception)
    to December 31, 2007
    (in thousands)  EquityG&I VIInvestment


Temporary EquityDRA/CLP


Colonial OfficeOffice, LLC


Holdings, LLC


Rollover LPs


TotalBalance  June 13, 2007 (Inception)

$



$



$



$
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


1,581



0



(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


$
17,645  4




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##### Table of Contents



DRA/CLP
    Office LLC and Subsidiaries



Consolidated
    Statements of Cash Flows

(in
    thousands)  (Not Coveredby the ReportIncluded


For the Period fromHerein)


June 13, 2007For the Year Ended


(Inception) toDecember 31, 2008


December 31, 2007Cash flows from operating activitiesNet loss

$
(17,892
)

$
(1,682
)Adjustments to reconcile net loss to net cash provided by
    operating activities:Depreciation and amortization


46,495



23,670Amortization of acquired net below-market leases


(1,890
)


(1,177
)Deferred rent receivable


(3,506
)


(3,082
)Bad debt expense


898



367Increase (decrease) in cash attributable to changes in operating
    assets and liabilities, net of effects of real estate portfolio
    purchaseTenant and other receivables


(2,462
)


(3,206
)Prepaid expenses and other assets


31



411Accounts payable, accrued expenses and other liabilities


712



(3,716
)Payable to members


(4,937
)


4,937Interest payable






3,584Accrued real estate taxes payable


178



(2,851
)Advanced rents and security deposits


(266
)


(2,053
)Net cash provided by operating activities


17,361



15,202Cash flows from investing activitiesCash paid in acquisition, net of cash acquired






(972,086
)Capital expenditures


(8,541
)


(6,967
)Net proceeds from disposition of real estate






218,942Leasing costs paid


(2,529
)


(1,772
)Net cash used in investing activities


(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


(16,268
)


(251,175
)Distributions paid to temporary equity members


(6,088
)


(95,906
)Deferred loan costs paid






(1,567
)Net cash (used in) provided by financing activities


(22,356
)


786,197Net (decrease) increase in cash and cash equivalents


(16,065
)


39,516Cash and cash equivalents at beginning of year


39,516



Cash and cash equivalents at end of year

$
23,451


$
39,516Supplemental disclosures of cash flow informationCash paid during the year for:Interest

$
42,315


$
19,299Supplemental information of non-cash investing and financing
    activities:Issuance of redeemable common units for real estate

$



$
150,035Purchase and sale of redeemable common units between equity and
    temporary equity members

$
1,581


$
  5




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##### Table of Contents



DRA/CLP
    OFFICE LLC and Subsidiaries
    Notes to Consolidated Financial Statements 
    For the Periods Ended December 31, 2008 
    (Not Covered by the Report Included Herein) and 2007  1.
    Organization        Operating Agreement
   6




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##### Table of Contents



DRA/CLP
    OFFICE LLC and Subsidiaries
    Notes to Consolidated Financial Statements 
    For the Periods Ended December 31, 2008 
    (Not Covered by the Report Included Herein) and
    2007  (Continued)
  2.
    Summary
    of Significant Accounting Policies  Principles of Consolidation
  Real Estate Investments 
  Depreciation and Amortization
  Deferred Costs
    December 31,2008


2007(In thousands)Financing costs

$
1,567


$
1,567Leasing costs


34,408



33,17235,975



34,739Less accumulated amortization


9,071



3,154$
26,904


$
31,585  7




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##### Table of Contents



DRA/CLP
    OFFICE LLC and Subsidiaries
    Notes to Consolidated Financial Statements 
    For the Periods Ended December 31, 2008 
    (Not Covered by the Report Included Herein) and
    2007  (Continued)
    For The Year Ended December 31,

(In thousands)2009

$
5,3092010


4,9902011


3,5742012


2,3112013


2,084Thereafter


3,810$
22,078   Impairment and Disposal of Long-Lived
    Assets Accounting for the Impairment or Disposal of Long-Lived
    Assets
  Revenue Recognition
    Tenant Receivables and Allowances for Doubtful
    Accounts
  Cash and Cash Equivalents
    Income Taxes
 8




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##### Table of Contents



DRA/CLP
    OFFICE LLC and Subsidiaries
    Notes to Consolidated Financial Statements 
    For the Periods Ended December 31, 2008 
    (Not Covered by the Report Included Herein) and
    2007  (Continued)
  Liabilities Measured at Fair Value  Fair Value
    Measurements
      Fair Value of Financial Instruments
  Estimates
  Redeemable Common Units
  3.
    Business
    Combination   9




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##### Table of Contents



DRA/CLP
    OFFICE LLC and Subsidiaries
    Notes to Consolidated Financial Statements 
    For the Periods Ended December 31, 2008 
    (Not Covered by the Report Included Herein) and
    2007  (Continued)
    (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    Business
    Combinations. lease-up
  4.
    In-Place
    and Acquired Net Below-Market Leases   10




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##### Table of Contents



DRA/CLP
    OFFICE LLC and Subsidiaries
    Notes to Consolidated Financial Statements 
    For the Periods Ended December 31, 2008 
    (Not Covered by the Report Included Herein) and
    2007  (Continued)
    AcquiredIn-Place


Net BelowFor The Year Ended December 31,

Leases


Market Leases(In thousands)2009

$
8,020


$
1,7722010


7,518



2,3032011


4,264



2,4292012


2,105



1,8962013


1,827



1,604Thereafter


5,387



4,189$
29,121


$
14,193   5.
    Mortgage
    Payable    6.
    Discontinued
    Operations    2008


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    11




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##### Table of Contents



DRA/CLP
    OFFICE LLC and Subsidiaries
    Notes to Consolidated Financial Statements 
    For the Periods Ended December 31, 2008 
    (Not Covered by the Report Included Herein) and
    2007  (Continued)
    7.
    Leases    For The Year Ended December 31,

(In thousands)2009

$
87,3952010


78,8772011


66,4292012


44,6682013


31,157Thereafter


71,738$
380,264   8.
    Commitments
    and Contingencies    Property
    Lockout Period
    Tax
    Protection
     12




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##### Table of Contents



DRA/CLP
    OFFICE LLC and Subsidiaries
    Notes to Consolidated Financial Statements 
    For the Periods Ended December 31, 2008 
    (Not Covered by the Report Included Herein) and
    2007  (Continued)
  gross-up
    9.
    Redeemable
    Common Units  Rollover
    LP Put Rights
        Rollover
    LP Redemption in Kind
    Colonial
    Office Holdings Put Right
   13




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##### Table of Contents



DRA/CLP
    OFFICE LLC and Subsidiaries
    Notes to Consolidated Financial Statements 
    For the Periods Ended December 31, 2008 
    (Not Covered by the Report Included Herein) and
    2007  (Continued)
      10.
    Related
    Party Transactions             14




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##### Table of Contents



DRA/CLP
    OFFICE LLC and Subsidiaries
    Notes to Consolidated Financial Statements 
    For the Periods Ended December 31, 2008 
    (Not Covered by the Report Included Herein) and
    2007  (Continued)
      11.
    Subsequent
    Events   15




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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, 2008 
    (Not Covered by the Report Included Herein) and 2007




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##### Table of Contents



OZ/CLP
    Retail LLC and Subsidiaries
    Contents
    Consolidated Financial Statements
    For the Year Ended December 31, 2008  
    (Not Covered by the Report Included Herein) 
    and the Period from 
    June 15, 2007 (Inception) to December 31,
    2007
  Page(s)Report of Independent Registered Public
    Accounting Firm


1Audited Consolidated 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      PricewaterhouseCoopers
    LLP
    1




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##### Table of Contents



OZ/CLP
    Retail LLC and SubsidiariesConsolidated Balance SheetsAs of December 31, 2008 and 2007
    (in thousands)
  (Not Coveredby the ReportIncludedHerein)2008


2007AssetsLand, buildings, and equipment, net

$
324,738


$
333,067Cash and cash equivalents


3,230



3,915Restricted cash


2,217



1,882Accounts receivable, net


2,095



1,348Deferred lease costs, net


7,014



8,160Deferred mortgage costs, net


738



872In place leases, net


16,404



21,452Acquired above market leases, net


6,085



7,101Other assets


1,068



700Total assets

$
363,589


$
378,497Liabilities, Temporary Equity and Members EquityMortgages payable

$
284,000


$
284,000Accounts payable and accrued expenses


1,672



1,763Unpaid redemption value of redeeming Rollover LP members


8,713



Accrued interest


1,245



1,245Acquired below market leases, net


14,272



16,249Tenant deposits


420



442Unearned rent


1,121



1,172Total liabilities


311,443



304,871Commitment and Contingencies (Note 7)Temporary Equity  Redeemable Common UnitsRedeemable common units (Redemption value of $137)


137



9,849Equity  Nonredeemable Common Units


52,009



63,777Total liabilities, temporary equity and members equity

$
363,589


$
378,497    2




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##### Table of Contents



OZ/CLP
    Retail LLC and SubsidiariesConsolidated Statements of OperationsFor the Periods Ended December 31, 2008 and 2007
    (in thousands)
  (Not Coveredby the ReportIncludedHerein)


For the Period FromFor the Period


June 15, 2007Ended December 31,


(Inception) to2008


December 31, 2007RevenuesRent

$
27,004


$
14,681Percentage rent


118



18Tenant recoveries


6,746



3,591Other


739



405Total revenues


34,607



18,695Property operating expensesGeneral operating expenses


1,401



655Management fees paid to affiliate


1,149



699Repairs and maintenance


2,310



1,245Taxes, licenses and insurance


4,050



2,112General and administrative


706



436Depreciation


9,450



5,861Amortization


7,010



3,236Total property operating expenses


26,076



14,244Income from operations


8,531



4,451Other income (expense)Interest expense


(18,532
)


(9,817
)Interest income


85



52Total other expense


(18,447
)


(9,765
)Net loss

$
(9,916
)

$
(5,314
)    3




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##### Table of Contents



OZ/CLP
    Retail LLC and SubsidiariesConsolidated Statements of Members Equity
    andTemporary Equity
    For the Periods Ended December 31, 2008 (Not Covered by
    the Report Included Herein) and 2007
    (in thousands)
  TemporaryEquity


EquityColonial RetailOZRE 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


$
137    4




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##### Table of Contents



OZ/CLP
    Retail LLC and SubsidiariesConsolidated Statements of Cash FlowsFor the Periods Ended December 31, 2008 and 2007
    (in thousands)
  (Not Coveredby the ReportIncluded


For the Period FromHerein)


June 15, 2007For the Year Ended


(Inception) toDecember 31, 2008


December 31, 2007Cash flows from operating activitiesNet loss

$
(9,916
)

$
(5,314
)Adjustments to reconcile net loss to net cash provided by
    operating activities:Depreciation and amortization


16,460



9,166Above/Below market amortization


(961
)


(514
)Bad debt expense


210



123Changes in operating assets and liabilitiesAccounts receivable


(957
)


(574
)Other assets


(368
)


(469
)Accounts payable and accrued expenses


(91
)


(631
)Accrued interest


309



1,245Tenant deposits


(22
)


(110
)Unearned rent


(51
)


(10
)Net cash provided by operating activities


4,613



2,912Cash flows from investing activitiesCash paid in acquisition, net of cash acquired






(311,219
)Restricted cash


(335
)


(1,882
)Capital expenditures


(1,121
)


(276
)Leasing costs paid


(682
)


(86
)Net cash used in investing activities


(2,138
)


(313,463
)Cash flows from financing activitiesBorrowing of long-term debt






284,000Repayment of loans to members






(4,952
)Proceeds from loans of members






4,952Proceeds from issuance of nonredeemable common units






125,248Distributions paid to equity members


(2,234
)


(82,101
)Distributions paid to temporary equity members


(221
)


(11,741
)Payment of redemption value to redeeming Rollover LP members


(705
)


Deferred loan costs






(940
)Net cash (used in) provided by financing activities


(3,160
)


314,466(Decrease) Increase in cash


(685
)


3,915CashBeginning of period


3,915



End of period

$
3,230


$
3,915Supplemental disclosure of cash flow informationCash paid during the year for interest

$
18,223


$
8,503Supplemental information of non-cash investing and financing
    activitiesRedemption value of redeemable common units to Rollover LP
    members

$
(9,109
)

$
Issuance of redeemable common units for real estate






47,534    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, 2008 
    (Not Covered by the Report Included Herein) and 2007
  1.
    Organization
    and Basis of Presentation  OZ/CLP
      Operating Agreement
   6




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##### Table of Contents



OZ/CLP
    Retail LLC and SubsidiariesNotes to the Consolidated Financial Statements
    For the Periods Ended December 31, 2008 
    (Not Covered by the Report Included Herein) and
    2007  (Continued)
      2.
    Summary
    of Significant Accounting Policies  Principles of Consolidation
  Land, Buildings and
    Equipment  Accounting for Sales of Real
    Estate 78-9, Accounting for Investments in Real Estate Ventures
  December 31,


December 31,2008


2007(In thousands)Land

$
58,173


$
58,173Buildings and improvements


256,899



256,248Land improvements


24,507



24,507339,579



338,928Accumulated depreciation


(14,841
)


(5,861
)$
324,738


$
333,067  7




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##### Table of Contents



OZ/CLP
    Retail LLC and SubsidiariesNotes to the Consolidated Financial Statements
    For the Periods Ended December 31, 2008 
    (Not Covered by the Report Included Herein) and
    2007  (Continued)
    Acquisition of Real Estate Assets Business
    Combinations 98-3, Determining Whether a Non-Monetary Transaction Involves
    Receipt of Productive Assets or of a Business.
        lease-up lease-up
   8




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##### Table of Contents



OZ/CLP
    Retail LLC and SubsidiariesNotes to the Consolidated Financial Statements
    For the Periods Ended December 31, 2008 
    (Not Covered by the Report Included Herein) and
    2007  (Continued)
        Cash and Cash Equivalents
    Restricted Cash
  Accounts Receivable and Allowance for Doubtful Accounts
  Deferred Lease Costs and Mortgage
    Costs
  2008


2007(In thousands)Financing Costs

$
940


$
940Leasing Costs


9,142



8,92410,083



9,864Less Accumulated Amortization


2,331



832$
7,752


$
9,032  9




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##### Table of Contents



OZ/CLP
    Retail LLC and SubsidiariesNotes to the Consolidated Financial Statements
    For the Periods Ended December 31, 2008 
    (Not Covered by the Report Included Herein) and
    2007  (Continued)
  Impairment and Disposal of Long-Lived
    Assets Accounting for the Impairment or
    Disposal of Long-Lived Assets
  Revenue Recognition
    Income Taxes
  Assets and Liabilities Measured at Fair
    Value Fair Value Measurements
     10




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##### Table of Contents



OZ/CLP
    Retail LLC and SubsidiariesNotes to the Consolidated Financial Statements
    For the Periods Ended December 31, 2008 
    (Not Covered by the Report Included Herein) and
    2007  (Continued)
    Fair Value of Financial Instruments
  Estimates
  Redeemable Common Units Classification and Measurement
    of Redeemable Securities
  Recent Accounting Pronouncements Fair Value Measurement Accounting for Leases SFAS No. 157-2, SFAS No. 157-3,
  The
    Fair Value Option for Financial Assets and Financial
    Liabilities
  Business Combinations
 11




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##### Table of Contents



OZ/CLP
    Retail LLC and SubsidiariesNotes to the Consolidated Financial Statements
    For the Periods Ended December 31, 2008 
    (Not Covered by the Report Included Herein) and
    2007  (Continued)
    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 lease-up
  4.
    Intangibles   12




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##### Table of Contents



OZ/CLP
    Retail LLC and SubsidiariesNotes to the Consolidated Financial Statements
    For the Periods Ended December 31, 2008 
    (Not Covered by the Report Included Herein) and
    2007  (Continued)
    In-Place


Above (Below)Leases


Market Leases(In thousands)2009

$
3,687


$
(1,034
)2010


3,033



(984
)2011


2,111



(1,062
)2012


1,514



(992
)2013


1,217



(891
)Thereafter


4,842



(3,224
)$
16,404


$
(8,187
)   5.
    Mortgage
    Payable    6.
    Leases    (In thousands)2009

$
24,7582010


22,2282011


17,5582012


14,3512013


12,293Thereafter


51,901$
143,089   7.
    Commitments
    and Contingencies   13




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##### Table of Contents



OZ/CLP
    Retail LLC and SubsidiariesNotes to the Consolidated Financial Statements
    For the Periods Ended December 31, 2008 
    (Not Covered by the Report Included Herein) and
    2007  (Continued)
  Property
    Lockout Period
    Tax
    Protection
    gross-up
  8.
    Redeemable
    Common Units  Rollover
    LP Put Rights
     14




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##### Table of Contents



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




---



##### Table of Contents



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




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##### Table of Contents



Appendix S-3
  Schedule II 
    Valuation and Qualifying Accounts and Reserves
 (in thousands)
  Charged toBeginning Balance


Charged to


Other





Balance End ofDescription

of Period


Expense


Accounts


Deductions


PeriodAllowance for uncollectable accounts deducted from accounts
    receivable in the balance sheet2008

$
2,259



669







(1,929
)(1)

$
9992007

$
1,720



1,853







(1,314
)(1)

$
2,2592006

$
1,550



1,143







(973
)(1)

$
1,720Allowance for uncollectable accounts deducted from notes
    receivable in the balance sheet2008










1,500
(2)





$
1,5002007


















2006


















Allowance for straight line rent deducted from other assets in
    the balance sheet2008

$
330







175
(3)


(182
)(4)

$
3232007

$
1,330







87
(3)


(1,087
)(4)

$
3302006

$
1,140







522
(3)


(332
)(4)

$
1,330Valuation allowance deducted from deferred tax assets on the
    balance sheet2008






34,283










$
34,2832007


















2006


















     (1)
    
    Uncollectible accounts written off,
    and payments received on previously written-off accounts(2)
    
    Amounts netted against other
    non-property related revenue in the Consolidated Statements of
    Operations and Comprehensive Income (Loss)(3)
    
    Amounts netted against minimum rent
    in the Consolidated Statements of Operations and Comprehensive
    Income (Loss)(4)
    
    Amounts reversed upon sale of
    property or property deferred rent equals zero. 17




---



##### Table of Contents



Appendix S-4
  SCHEDULE III
    COLONIAL PROPERTIES TRUST
    REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION
    DECEMBER 31, 2008
  Initial Cost





Gross Amount at Whichto Company


Cost


Carried at Close of PeriodBuildings


Capitalized





Buildings








Date Completed/and


Subsequent to





and





Accumulated


Placed in


Date


DepreciableDescription

Encumbrances(1)


Land


Improvements


Acquisition


Land


Improvements


Total(2)


Depreciation


Service


Acquired


LivesYearsMultifamily:Ashley Park






3,702,098



15,332,923



138,942



3,702,098



15,471,865



19,173,963



(3,940,277
)


1988



2005



3-40 YearsAutumn Hill






7,146,496



24,811,026



2,343,376



7,146,496



27,154,402



34,300,898



(4,150,331
)


1970



2005



3-40 YearsAutumn Park I & II






4,407,166



35,387,619



471,142



4,407,166



35,858,760



40,265,926



(3,812,624
)


2001/04



2005



3-40 YearsBrookfield






1,541,108



6,022,656



677,386



1,541,108



6,700,042



8,241,150



(1,485,003
)


1984



2005



3-40 YearsColonial Grand at Arringdon






3,016,358



23,295,172



1,002,161



3,016,358



24,297,333



27,313,691



(4,346,467
)


2003



2004



3-40 YearsColonial Grand at Ayrsley






4,261,351







31,634,363



4,261,351



31,634,363



35,895,714



(1,242,917
)


2008



2006



3-40 YearsColonial Grand at Barrett Creek






3,320,000



27,237,381



527,525



3,320,000



27,764,905



31,084,905



(3,661,899
)


1999



2005



3-40 YearsColonial Grand at Bear Creek






4,360,000



32,029,388



1,024,732



4,360,000



33,054,120



37,414,120



(4,505,315
)


1998



2005



3-40 YearsColonial Grand at Bellevue






3,490,000



31,544,370



1,781,954



3,490,986



33,325,338



36,816,324



(4,122,798
)


1996



2005



3-40 YearsColonial Grand at Berkeley Lake






1,800,000



16,551,734



475,638



1,800,000



17,027,372



18,827,372



(3,012,528
)


1998



2004



3-40 YearsColonial Grand at Beverly Crest






2,400,000



20,718,143



1,388,422



2,400,000



22,106,565



24,506,565



(3,692,761
)


1996



2004



3-40 YearsColonial Grand at Crabtree Valley






2,100,000



15,272,196



946,183



2,100,000



16,218,379



18,318,379



(1,975,891
)


1997



2005



3-40 YearsColonial Grand at Cypress Cove






3,960,000



24,721,680



1,607,716



3,960,000



26,329,396



30,289,396



(2,251,387
)


2001



2006



3-40 YearsColonial Grand at Edgewater I






1,540,000



12,671,606



16,064,247



2,602,325



27,673,527



30,275,852



(11,811,354
)


1990



1994



3-40 YearsColonial Grand at Godley Station I


17,834,350



1,594,008



27,057,678



811,070



1,594,008



27,868,748



29,462,756



(1,845,084
)


2001



2006



3-40 YearsColonial Grand at Hammocks






3,437,247



26,514,000



1,568,122



3,437,247



28,082,122



31,519,369



(3,847,245
)


1997



2005



3-40 YearsColonial Grand at Heather Glen






3,800,000







35,567,413



4,134,235



35,233,179



39,367,414



(11,096,574
)


2000



1998



3-40 YearsColonial Grand at Heathrow






2,560,661



17,612,990



1,848,855



2,560,661



19,461,845



22,022,506



(7,992,451
)


1997



1994/97



3-40 YearsColonial Grand at Huntersville






3,593,366







22,501,149



3,593,366



22,501,149



26,094,515



(842,304
)


2008



2006



3-40 YearsColonial Grand at Inverness Commons






6,976,500



33,892,731



612,008



6 ,976,500



34,504,739



41,481,239



(2,495,919
)


2001



2006



3-40 YearsColonial Grand at Lakewood Ranch






2,320,442







24,131,175



2,359,875



24,091,743



26,451,618



(7,923,108
)


1999



1997



3-40 YearsColonial Grand at Legacy Park






2,212,005



23,076,117



882,554



2,212,005



23,958,671



26,170,676



(2,908,232
)


2001



2005



3-40 YearsColonial Grand at Liberty Park






2,296,019







26,188,213



2,296,019



26,188,213



28,484,232



(8,867,350
)


2000



1998



3-40 YearsColonial Grand at Madison






1,689,400







22,411,741



1,831,550



22,269,591



24,101,141



(7,731,957
)


2000



1998



3-40 YearsColonial Grand at Mallard Creek






2,911,443



1,277,575



16,549,032



3,320,438



17,417,612



20,738,050



(2,500,922
)


2005



2003



3-40 YearsColonial Grand at Mallard Lake






3,020,000



24,070,350



1,670,322



3,020,000



25,740,672



28,760,672



(3,219,409
)


1998



2005



3-40 YearsColonial Grand at Matthews Commons






2,026,288







19,240,022



2,026,288



19,240,022



21,266,310



(123,602
)


2008



2007



3-40 YearsColonial Grand at McDaniel Farm






4,240,000



36,239,339



1,280,170



4,240,000



37,519,509



41,759,509



(3,926,859
)


1997



2006



3-40 YearsColonial Grand at McGinnis Ferry






5,000,114



34,600,386



939,937



5,000,114



35,540,323



40,540,437



(5,684,317
)


1997



2004



3-40 YearsColonial Grand at Mount Vernon






2,130,000



24,943,402



702,965



2,130,000



25,646,367



27,776,367



(4,493,323
)


1997



2004



3-40 YearsColonial Grand at OldTown Scottsdale North






4,837,040



5,271,474



23,870,702



4,837,040



29,142,176



33,979,216



(2,209,093
)


2001



2006



3-40 YearsColonial Grand at OldTown Scottsdale South






6,139,320



6,558,703



30,041,172



6,139,320



36,599,875



42,739,195



(2,788,233
)


2001



2006



3-40 YearsColonial Grand at Patterson Place






2,016,000



19,060,725



1,004,715



2,016,000



20,065,440



22,081,440



(3,327,547
)


1997



2004



3-40 YearsColonial Grand at Pleasant Hill






6,024,000



38,454,690



1,369,548



6,024,000



39,824,238



45,848,238



(3,649,579
)


1996



2006



3-40 YearsColonial Grand at Quarterdeck






9,123,452



12,297,699



1,017,332



9,123,452



13,315,031



22,438,483



(2,186,656
)


1987



2005



3-40 YearsColonial Grand at River Oaks






2,160,000



17,424,336



1,710,886



2,160,000



19,135,222



21,295,222



(3,456,385
)


1992



2004



3-40 YearsColonial Grand at River Plantation






2,320,000



19,669,298



1,335,671



2,320,000



21,004,969



23,324,969



(3,802,512
)


1994



2004



3-40 Years 1




---



##### Table of Contents



Initial Cost





Gross Amount at Whichto Company


Cost


Carried at Close of PeriodBuildings


Capitalized





Buildings








Date Completed/and


Subsequent to





and





Accumulated


Placed in


Date


DepreciableDescription

Encumbrances(1)


Land


Improvements


Acquisition


Land


Improvements


Total(2)


Depreciation


Service


Acquired


LivesYearsColonial Grand at Round Rock






2,647,588







32,546,620



2,647,588



32,546,620



35,194,208



(3,463,128
)


1997



2004



3-40 YearsColonial Grand at Scottsdale






3,780,000



25,444,988



432,756



3,780,000



25,877,744



29,657,744



(2,503,771
)


1999



2006



3-40 YearsColonial Grand at Seven Oaks






3,439,125



19,943,544



1,249,771



3,439,125



21,193,315



24,632,440



(4,391,078
)


2004



2004



3-40 YearsColonial Grand at Shiloh






5,976,000



43,556,770



935,692



5,976,000



44,492,462



50,468,462



(4,130,244
)


2002



2006



3-40 YearsColonial Grand at Silverado






2,375,425



17,744,643



663,137



2,375,425



18,407,780



20,783,205



(3,064,477
)


2005



2003



3-40 YearsColonial Grand at Silverado Reserve






2,392,000







22,105,110



2,692,104



21,805,005



24,497,110



(2,462,899
)


2005



2003



3-40 YearsColonial Grand at Sugarloaf






2,500,000



21,811,418



1,188,475



2,500,000



22,999,893



25,499,893



(3,996,106
)


2002



2004



3-40 YearsColonial Grand at Town Park (Lake Mary)






2,647,374







36,608,911



3,110,118



36,146,166



39,256,285



(11,713,696
)


2005



2004



3-40 YearsColonial Grand at Town Park Reserve






867,929







9,032,066



957,784



8,942,211



9,899,995



(1,513,258
)


2004



2004



3-40 YearsColonial Grand at Trinity Commons


30,500,000



5,333,807



35,815,269



1,047,795



5,333,807



36,863,064



42,196,871



(4,205,941
)


2000/02



2005



3-40 YearsColonial Grand at University Center






1,872,000



12,166,656



644,060



1,872,000



12,810,716



14,682,716



(1,118,233
)


2005



2006



3-40 YearsColonial Grand at Valley Ranch






2,805,241



38,037,251



2,069,242



2,805,241



40,106,492



42,911,733



(4,750,709
)


1997



2005



3-40 YearsColonial Grand at Wilmington


27,100,000



3,344,408



30,554,367



1,397,207



3,344,408



31,951,574



35,295,982



(3,863,714
)


1998/2002



2005



3-40 YearsColonial Reserve at West Franklin (formerly Trolley Square
    East & West)






4,743,279



14,416,319



5,994,824



4,743,279



20,411,143



25,154,421



(3,083,168
)


1964/65



2005



3-40 YearsColonial Village at Ashford Place






537,600



5,839,838



1,158,068



537,600



6,997,906



7,535,506



(2,554,187
)


1983



1996



3-40 YearsColonial Village at Canyon Hills






2,345,191



11,274,917



777,429



2,345,191



12,052,346



14,397,537



(1,718,163
)


1996



2005



3-40 YearsColonial Village at Chancellor Park






4,080,000



23,213,840



1,238,315



4,080,000



24,452,155



28,532,155



(2,401,360
)


1999



2006



3-40 YearsColonial Village at Charleston Place






1,124,924



7,367,718



743,505



1,124,924



8,111,223



9,236,147



(1,597,361
)


1986



2005



3-40 YearsColonial Village at Chase Gayton






3,270,754



26,910,024



1,326,946



3,270,754



28,236,970



31,507,724



(5,639,645
)


1984



2005



3-40 YearsColonial Village at Cypress Village(6)






5,839,590







19,857,307



5,839,590



19,857,307



25,696,897



(511,674
)


2008



2006



3-40 YearsColonial Village at Deerfield






2,032,054



14,584,057



815,177



2,032,054



15,399,235



17,431,289



(2,254,301
)


1985



2005



3-40 YearsColonial Village at Godley Lake






1,053,307







25,621,687



1,053,307



25,621,687



26,674,994



(321,103
)


N/A



2007



3-40 YearsColonial Village at Grapevine






6,221,164



24,463,050



1,757,789



6,221,164



26,220,838



32,442,003



(3,692,964
)


1985/86



2005



3-40 YearsColonial Village at Greenbrier






2,620,216



25,498,161



919,874



2,620,216



26,418,035



29,038,251



(3,114,351
)


1980



2005



3-40 YearsColonial Village at Greentree






1,920,436



10,288,950



859,021



1,878,186



11,190,221



13,068,408



(1,611,566
)


1984



2005



3-40 YearsColonial Village at Greystone






3,155,483



28,875,949



1,367,570



3,155,483



30,243,519



33,399,002



(3,527,637
)


1998/2000



2005



3-40 YearsColonial Village at Hampton Glen






3,428,098



17,966,469



1,501,855



3,428,098



19,468,324



22,896,422



(3,264,458
)


1986



2005



3-40 YearsColonial Village at Hampton Pointe






8,875,840



15,359,217



946,381



8,875,840



16,305,597



25,181,437



(2,723,753
)


1986



2005



3-40 YearsColonial Village at Harbour Club






3,209,585



20,094,356



1,012,441



3,209,585



21,106,797



24,316,382



(3,177,500
)


1988



2005



3-40 YearsColonial Village at Highland Hills






1,981,613



17,112,176



746,114



1,981,613



17,858,290



19,839,903



(3,430,560
)


1987



2005



3-40 YearsColonial Village at Huntington






1,315,930



7,605,360



1,043,458



1,315,930



8,648,818



9,964,748



(1,237,966
)


1986



2005



3-40 YearsColonial Village at Huntleigh Woods






745,600



4,908,990



1,712,932



730,688



6,636,834



7,367,522



(2,840,651
)


1978



1994



3-40 YearsColonial Village at Inverness






2,349,487



16,279,416



13,711,245



2,936,991



29,403,158



32,340,148



(13,861,627
)


1986/87/90/97



1986/87/90/97



3-40 YearsColonial Village at Main Park






1,208,434



10,235,978



872,553



1,208,434



11,108,531



12,316,966



(1,751,984
)


1984



2005



3-40 YearsColonial Village at Marsh Cove






2,023,460



11,095,073



1,127,155



2,023,460



12,222,228



14,245,688



(2,197,578
)


1983



2005



3-40 YearsColonial Village at Matthews


14,700,000



2,700,000



20,295,989



535,809



2,700,000



20,831,798



23,531,798



(808,036
)


2008



2008



3-40 YearsColonial Village at Meadow Creek






1,548,280



11,293,190



1,195,867



1,548,280



12,489,057



14,037,337



(2,253,965
)


1984



2005



3-40 YearsColonial Village at Mill Creek






2,153,567



9,331,910



587,118



2,153,567



9,919,028



12,072,595



(2,512,095
)


1984



2005



3-40 YearsColonial Village at North Arlington






2,439,102



10,804,027



794,034



2,439,102



11,598,061



14,037,163



(1,916,019
)


1985



2005



3-40 YearsColonial Village at Oakbend






5,100,000



26,260,164



929,463



5,100,000



27,189,627



32,289,627



(2,465,312
)


1997



2006



3-40 YearsColonial Village at Pinnacle Ridge






1,212,917



8,499,638



550,751



1,212,917



9,050,389



10,263,306



(1,606,389
)


1951/85



2005



3-40 YearsColonial Village at Quarry Oaks






5,063,500



27,767,505



1,735,380



5,063,500



29,502,885



34,566,385



(4,318,806
)


1996



2003



3-40 YearsColonial Village at Shoal Creek






4,080,000



29,214,707



1,393,268



4,080,000



30,607,975



34,687,975



(3,190,391
)


1996



2006



3-40 YearsColonial Village at Sierra Vista






2,320,000



11,370,600



1,013,465



2,308,949



12,395,116



14,704,065



(2,277,605
)


1999



2004



3-40 YearsColonial Village at South Tryon






1,510,535



14,696,088



571,259



1,510,535



15,267,348



16,777,883



(1,791,705
)


2002



2005



3-40 YearsColonial Village at Stone Point






1,417,658



9,291,464



615,937



1,417,658



9,907,401



11,325,059



(1,881,332
)


1986



2005



3-40 Years 2




---



##### Table of Contents



Initial Cost





Gross Amount at Whichto Company


Cost


Carried at Close of PeriodBuildings


Capitalized





Buildings








Date Completed/and


Subsequent to





and





Accumulated


Placed in


Date


DepreciableDescription

Encumbrances(1)


Land


Improvements


Acquisition


Land


Improvements


Total(2)


Depreciation


Service


Acquired


LivesYearsColonial Village at Timber Crest


13,651,674



2,284,812



19,010,168



838,349



2,284,812



19,848,517



22,133,329



(2,395,653
)


2000



2005



3-40 YearsColonial Village at Tradewinds






5,220,717



22,479,977



76,362



5,220,717



22,556,339



27,777,056



(3,170,836
)


1988



2005



3-40 YearsColonial Village at Trussville






1,504,000



18,800,253



2,443,955



1,510,409



21,237,799



22,748,208



(8,510,148
)


1996/97



1997



3-40 YearsColonial Village at Twin Lakes






4,966,922



29,925,363



433,490



5,624,063



29,701,712



35,325,775



(5,137,725
)


2005



2001



3-40 YearsColonial Village at Vista Ridge






2,003,172



11,186,878



835,478



2,003,172



12,022,356



14,025,528



(1,975,228
)


1985



2005



3-40 YearsColonial Village at Waterford






3,321,325



26,345,195



1,188,429



3,321,325



27,533,625



30,854,950



(4,313,784
)


1989



2005



3-40 YearsColonial Village at Waters Edge






888,386



13,215,381



958,332



888,386



14,173,713



15,062,099



(3,107,562
)


1985



2005



3-40 YearsColonial Village at West End






2,436,588



14,800,444



1,488,707



2,436,588



16,289,151



18,725,739



(2,674,572
)


1987



2005



3-40 YearsColonial Village at Westchase






10,418,496



10,348,047



825,802



10,418,496



11,173,849



21,592,345



(2,789,966
)


1985



2005



3-40 YearsColonial Village at Willow Creek






4,780,000



34,143,179



985,697



4,780,000



35,128,876



39,908,876



(3,705,842
)


1996



2006



3-40 YearsColonial Village at Windsor Place






1,274,885



15,017,745



1,176,816



1,274,885



16,194,561



17,469,446



(2,835,529
)


1985



2005



3-40 YearsColonial Village at Woodlake (formerly Parkside at Woodlake)






2,781,279



17,694,376



639,324



2,781,279



18,333,700



21,114,979



(2,445,280
)


1996



2005



3-40 YearsEnclave (formerly The Renwick)(6)






4,074,823







25,562,339



4,074,823



25,562,339



29,637,162



(377,799
)


2008



2005



3-40 YearsGlen Eagles I & II






2,028,204



17,424,915



739,047



2,028,204



18,163,962



20,192,167



(2,694,197
)


1990/2000



2005



3-40 YearsHeatherwood






3,550,362



23,731,531



3,388,373



3,550,362



27,119,905



30,670,267



(4,177,981
)


1980



2005



3-40 YearsMurano at Delray Beach(4)(5)






2,730,000



20,209,175



(8,674,880
)


2,730,000



11,534,295



14,264,295



(1,424,463
)


2002



2005



3-40 YearsPaces Cove






1,509,933



11,127,122



387,992



1,509,933



11,515,113



13,025,046



(2,318,732
)


1982



2005



3-40 YearsPortofino at Jensen Beach(4)(5)






3,540,000



16,690,792



(9,989,553
)


3,540,000



6,701,239



10,241,239



(1,161,923
)


2002



2005



3-40 YearsRemington Hills






2,520,011



22,451,151



1,947,024



2,520,011



24,398,174



26,918,186



(3,395,386
)


1984



2005



3-40 YearsSummer Tree






2,319,541



5,975,472



518,270



2,319,541



6,493,742



8,813,282



(1,431,118
)


1980



2005



3-40 YearsOffice:Colonial Center Brookwood Village






1,285,379







41,951,240







43,236,619



43,236,619



(1,918,672
)


2007



2007



3-40 YearsColonial Center TownPark 400






3,301,914







22,927,267



3,301,914



22,927,267



26,229,181



(559,279
)


2008



1999



3-40 YearsMetropolitan Midtown  Plaza






2,088,796







30,506,029



2,088,796



30,506,029



32,594,825



(644,336
)


2008



2006



3-40 YearsRetail:Colonial Brookwood Village






6,851,321



24,435,002



69,541,347



8,171,373



92,656,296



100,827,670



(36,627,014
)


1973/91/00



1997



3-40 YearsColonial Pinnacle Tannehill






19,097,386







34,146,482



19,097,386



34,146,482



53,243,868



(475,419
)


2008



2006



3-40 YearsColonial Promenade Fultondale(3)






1,424,390



15,303,065



3,593,775



1,424,390



18,896,840



20,321,229



(662,500
)


2007



2007



3-40 YearsColonial Promenade Winter Haven(3)






2,880,025



3,928,903



10,104,139



4,045,045



12,868,022



16,913,067



(2,594,853
)


1986



1995



3-40 YearsMetropolitan Midtown  Retail






3,481,826







35,737,055



3,481,826



35,737,055



39,218,881



(401,078
)


2008



2006



3-40 YearsFor-Sale Residential:Central Park(3)(5)






1,437,374







4,289,896



1,437,374



4,289,896



5,727,270







2007



2005



N/ARegents(3)(5)(6)






6,794,173







9,322,899



6,794,173



9,322,899



16,117,072Grander(3)(5)(6)






4,000,000







(1,320,065
)


4,000,000



(1,320,065
)


2,679,935







2008



2006



N/ASouthgate at Fairview(3)(5)(6)






1,993,941







5,091,980



1,993,941



5,091,980



7,085,921







2007



2005



N/AMetropolitan Midtown  Condominiums(3)(5)














23,334,065







23,334,065



23,334,065







2008



2006



N/AWhitehouse Creek (formerly Spanish Oaks)(3)






451,391







2,091,174



451,391



2,091,174



2,542,565







2008



2006



N/ACondominium Conversion Properties:Azur at Metrowest(3)(5)






3,421,000



22,592,957



(25,150,693
)


220,000



643,264



863,264







1997



2003



3-40 YearsCapri at Hunters Creek(3)(5)






8,781,859



10,914,351



(19,228,365
)


85,005



382,840



467,845







1999



1998



3-40 YearsActive Development Projects:Colonial Grand at Ashton Oaks






3,659,400







24,656,600



3,659,400



24,656,600



28,316,000



(35,036
)


N/A



2007



3-40 YearsColonial Grand at Desert Vista






12,000,000







30,463,000



12,000,000



30,463,000



42,463,000



(38,884
)


N/A



2007



3-40 YearsColonial Grand at Onion Creek (formerly Double Creek)






3,505,449







28,494,551



3,505,449



28,494,551



32,000,000



(593,126
)


N/A



2005



3-40 Years 3




---



##### Table of Contents



Initial Cost





Gross Amount at Whichto Company


Cost


Carried at Close of PeriodBuildings


Capitalized





Buildings








Date Completed/and


Subsequent to





and





Accumulated


Placed in


Date


DepreciableDescription

Encumbrances(1)


Land


Improvements


Acquisition


Land


Improvements


Total(2)


Depreciation


Service


Acquired


LivesYearsFuture Development Projects:Colonial Grand at Azure






6,016,000







1,712,000



6,016,000



1,712,000



7,728,000







N/A



2007



N/AColonial Grand at Cityway (formerly Ridell Ranch)






3,656,250







1,310,750



3,656,250



1,310,750



4,967,000







N/A



2006



N/AColonial Grand at Hampton Preserve






10,500,000







3,820,000



10,500,000



3,820,000



14,320,000







N/A



2007



N/AColonial Grand at Randal Park






7,200,000







6,404,000



7,200,000



6,404,000



13,604,000







N/A



2006



N/AColonial Grand at South End






9,382,090







2,663,910



9,382,090



2,663,910



12,046,000







N/A



2007



N/AColonial Grand at Sweetwater






5,238,000







2,043,000



5,238,000



2,043,000



7,281,000







N/A



2006



N/AColonial Grand at Thunderbird






6,500,500







1,867,500



6,500,500



1,867,500



8,368,000







N/A



2007



N/AColonial Grand at Wakefield






3,573,196







3,636,804



3,573,196



3,636,804



7,210,000







N/A



2007



N/AColonial Promenade Craft Farms II(5)






1,207,040







819,960



1,207,040



819,960



2,027,000







N/A



2007



N/AColonial Promenade Huntsville






8,047,720







1,479,280



8,047,720



1,479,280



9,527,000







N/A



2007



N/AColonial Promenade Nor du Lac(5)






20,346,000







13,151,565



20,346,000



13,151,565



33,497,565







N/A



2008



N/AUnimproved Land:Breland Land






9,400,000







500,000



9,400,000



500,000



9,900,000







N/A



2005



N/ACanal Place and Infrastructure






10,951,968







3,298,095



10,951,968



3,298,095



14,250,063







N/A



2005



N/AColonial Center Town Park 500






2,903,795







1,975,960



2,903,795



1,975,960



4,879,755







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






4,400,000







1,828,860



4,400,000



1,828,860



6,228,860







N/A



2004



N/ACypress Village  Lot Development(5)(6)






10,131,879











10,131,879







10,131,879







N/A



2006



N/AHeathrow Land and Infrastructure






12,250,568







2,964,904



12,560,568



2,654,904



15,215,472







N/A



2002



N/ALakewood Ranch






479,900







877,248



479,900



877,248



1,357,148







N/A



1999



N/ARandal Park(5)






33,686,904







(7,785,103
)


33,686,904



(7,785,103
)


25,901,801







N/A



2006



N/ATown Park Land and Infrastructure






6,600,000







2,595,707



6,600,000



2,595,707



9,195,707







N/A



1999



N/AWhitehouse Creek  Lot Development and Infrastructure






4,498,609







8,778,014



4,498,609



8,778,014



13,276,623







N/A



2006



N/AWoodlands  Craft Farms Residential






15,300,000







7,100,000



15,300,000



7,100,000



22,400,000







N/A



2004



N/AOther Miscellaneous Projects














12,559,674







12,559,674



12,559,674







N/A



N/A



N/ACorporate Assets:














17,726,380







17,726,380



17,726,380



(8,207,310
)


N/A



N/A



3-7 Years$
103,786,024


$
611,257,694


$
1,818,658,875


$
951,236,684


$
604,893,203


$
2,776,260,054


$
3,381,153,257


$
(406,443,910
)  4




---



##### Table of Contents



NOTES TO
    SCHEDULE III
    COLONIAL PROPERTIES TRUST
    December 31, 2008
  (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 $2.5 billion at December 31, 2008.(3)
    Amounts include real estate assets classified as held for sale
    at December 31, 2008.(4)
    During 2008, the Company is leasing the remaining units at these
    previously classified condominium conversions.(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:  Reconciliation
    of Real Estate
  2008


2007


2006Real estate investments:Balance at beginning of year

$
3,253,753,317


$
4,492,418,562


$
4,554,093,225Acquisitions of new property


22,050,000



147,800,000



349,888,353Improvements and development


219,240,957
(a)


342,861,295
(b)


470,553,525Dispositions of property


(113,891,020
)


(1,729,326,540
)


(882,116,541
)Balance at end of year

$
3,381,153,254


$
3,253,753,317


$
4,492,418,562   Reconciliation
    of Accumulated Depreciation
  2008


2007


2006Accumulated depreciation:Balance at beginning of year

$
327,754,602


$
495,268,312


$
463,109,242Depreciation


96,979,757



114,044,627



148,887,070Depreciation of disposition of property


(18,290,444
)


(281,558,337
)


(116,728,000
)Balance at end of year

$
406,443,915


$
327,754,602


$
495,268,312     (a)
    
    This amount is net of an impairment charge of approximately
    $116.9 million which was recorded during 2008.  (b)
    
    This amount is net of an impairment charge of approximately
    $43.3 million which was recorded during 2007. 5




---



##### Table of Contents



Colonial
    Properties Trust
  Index to
    Exhibits
  3
.1

Declaration of Trust of Company, as amended3
.2

Bylaws of the Company, as amended10
.44

2008 Omnibus Incentive Plan10
.45

Consulting Agreement, dated as of December 30, 2008, among
    the Company, CPSI and Weston Andress10
.46

Severance Agreement, dated as of December 30, 2008, among
    the Company, CPSI and Weston Andress10
.47

Settlement Agreement and General Release, dated as of
    March 31, 2008 between the Company and Charles McGehee12
.1

Ratio of Earnings to Fixed Charges and Ratio of Earnings to
    Combined Fixed Charges and Preferred Share Distributions21
.1

List of Subsidiaries23
.1

Consent of PricewaterhouseCoopers LLP23
.2

Consent of Weiser LLP23
.3

Consent of PricewaterhouseCoopers LLP31
.1

CEO Certification pursuant to Section 302 of the
    Sarbanes-Oxley Act of 200231
.2

CFO Certification pursuant to Section 302 of the
    Sarbanes-Oxley Act of 200232
.1

CEO Certification pursuant to Section 906 of the
    Sarbanes-Oxley Act of 200232
.2

CFO Certification pursuant to Section 906 of the
    Sarbanes-Oxley Act of 2002  6