##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, DC 20549
  Form 10-K
  ANNUAL REPORT
 PURSUANT TO SECTIONS 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, 2006ORo

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

59-7007599(State or other jurisdiction
    of incorporation)

(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 ExchangeDepositary shares, each
    representing
    1/100
    of a share of
    75/8%
    Series E 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
  þ o
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
 þ o o
  Rule 12b-2 o þ
    46,266,607




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##### 



Contents
  PART
    IItem 1


Business


3Item 1A


Risk
    Factors


20Item 1B


Unresolved Staff
    Comments


33Item 2


Properties


34Item 3


Legal
    Proceedings


48Item 4


Submission of
    Matters to a Vote of Security Holders


48PART
    IIItem 5


Market for
    Registrants Common Equity and Related Shareholder
    Matters


49Item 6


Selected Financial
    Data


50Item 7


Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations


51Item 7A


Quantitative and
    Qualitative Disclosures about Market Risk


70Item 8


Financial
    Statements and Supplementary Data


70Item 9


Changes in and
    Disagreements with Accountants on Accounting and Financial
    Disclosure


118Item 9A


Controls and
    Procedures


118Item 9B


Other
    Information


118PART
    IIIItem 10


Trustees, Executive
    Officers and Corporate Governance


119Item 11


Executive
    Compensation


119Item 12


Security Ownership
    of Certain Beneficial Owners and Management and Related
    Stockholder Matters


119Item 13


Certain
    Relationships and Related Transactions, and Director
    Independence


119Item 14


Principal
    Accountant Fees and Services


119PART
    IVItem 15


Exhibits and
    Financial Statement Schedules


120Signatures


127EX-10.21.1 AMENDMENT TO EMPLOYEE SHARE PURCHASE PLANEX-12.1 RATIO OF EARNINGS TO FIXED CHARGESEX-21.1 LIST OF SUBSIDIARIESEX-23.1 CONSENT OF PRICEWATERHOUSECOOPERS LLPEX-31.1 SECTION 302 CERTIFICATION OF CEOEX-31.2 SECTION 302 CERTIFICATION OF CFOEX-32.1 SECTION 906 CERTIFICATION OF CEOEX-32.2 SECTION 906 CERTIFICATION OF CFO   i




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DOCUMENTS
    INCORPORATED BY REFERENCE
   PART I  Form 10-K
  
    national and local economic, business and real estate conditions
    including, but not limited to, the effect of demand for
    multifamily units, office and retail rental space, the extent,
    strength and duration of any economic recovery, such as the
    effects on demand for units and rental space and the creation of
    new multifamily, office and retail developments, 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;
    our ability to implement our strategic plan to focus
    predominately on multifamily properties;
    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;
    development or conversion of for-sale projects could adversely
    affect our results of operations;
    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 Real Estate Investment Trust
    (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
    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;
    effect of any rating agency actions on the cost and availability
    of new debt financings;
    level and volatility of interest rates or capital market
    conditions;
    effect of any terrorist activity or other heightened
    geopolitical crisis; and
    other factors affecting the real estate industry generally.   2




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##### Table of Contents



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.
  build-to-suit
  lease-up,
    (205) 250-8700.
  Merger
    with Cornerstone Realty Income Trust
    Form S-4 No. 333-121675).
 3




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##### Table of Contents



Acquisitions
    and Developments
  Form 10-K,
  Total Units/


TotalLocation

Square Feet(1)


Cost(In thousands)Consolidated
    Acquisitions:Multifamily PropertiesColonial Village at Willow Creek

Dallas, TX


478


$
39,250Colonial Grand at McDaniel Farm

Atlanta, GA


424



41,000Colonial Village at Shoal Creek

Dallas, TX


408



33,870Colonial Village at Chancellor Park

Charlotte, NC


340



27,800Colonial Grand at Scottsdale

Phoenix, AZ


180



29,620Colonial Grand at Pleasant Hill

Atlanta, GA


502



45,350Colonial Grand at Shiloh

Atlanta, GA


498



50,400Colonial Village at Oakbend

Dallas, TX


426



31,950Colonial Grand at University Center

Charlotte, NC


156



14,250Colonial Grand at Cypress Cove

Charleston, SC


264



29,100$
342,590Office PropertiesThe Peachtree(2)

Atlanta, GA


50,000



8,300Total Consolidated Acquisitions







$
350,890Unconsolidated
    Acquisitions:Multifamily
    Properties(3)Colonial Grand at Huntcliff

Atlanta, GA


358


$
8,000Colonial Village at Matthews

Charlotte, NC


370



4,900Belterra

Fort Worth, TX


288



2,700Park Crossing

Fairfield, CA


200



3,400Total Unconsolidated Acquisitions







$
19,000Completed
    Developments:Multifamily PropertiesColonial Grand at Silverado Reserve

Austin, TX


238


$
24,065Retail PropertiesColonial Pinnacle Tutwiler Farm

Birmingham, AL


450,000



33,221Colonial Pinnacle Turkey Creek(4)

Knoxville, TN


477,000



39,300927,000


$
72,521Total Completed Developments







$
96,586     (1)
    
    Square footage includes
    anchor-owned square footage.(2)
    
    Represents additional square
    footage acquired in 2006. The majority of this building was
    acquired in August 2005.(3)
    
    Amount represents our portion of
    the acquisition cost, including mortgage debt issued or
    assumed.(4)
    
    Represents 50% of the
    development costs, as we are a 50% equity partner in this
    unconsolidated development. 4




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##### Table of Contents



Acquisitions
    Multifamily
    Properties
  Colonial Grand at Huntcliff 358-unit
  Colonial Village at Matthews 370-unit
  Colonial Village at Willow Creek 478-unit
  Colonial Grand at McDaniel Farm 424-unit
  Colonial Village at Shoal Creek 408-unit
  Colonial Village at Chancellor Park 340-unit
  Colonial Grand at Scottsdale 180-unit
  Colonial Grand at Pleasant Hill 502-unit
  Colonial Grand at Shiloh 498-unit
  Belterra 288-unit
  Colonial Village at Oakbend 426-unit
 5




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##### Table of Contents



Park Crossing 200-unit
  Colonial Grand at University Center 156-unit
  Colonial Grand at Cypress Cove 264-unit
  Office
    Property
  The Peachtree
  Completed
    Developments
  Multifamily
    Property
  Colonial Grand at Silverado Reserve 238-unit
  Retail
    Properties
  Colonial Pinnacle Tutwiler Farms
  Colonial Pinnacle Turkey Creek
 6




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##### Table of Contents



Continuing
    Development Activity
    TotalUnits/








CostsSquare


Estimated


Estimated


CapitalizedFeet(1)


Completion


Total Costs


to Date(In thousands)


(In thousands)Multifamily Projects:Colonial Grand at Round Rock


422



2007


$
34,500


$
34,101Colonial Grand at Huntersville


250



2007



26,100



5,768Colonial Grand at Double Creek


300



2008



31,800



4,853Colonial Grand at Ayrsley


368



2008



34,900



7,200Colonial Grand at Traditions


324



2008



41,400



6,629Colonial Grand at Shelby
    Farms II


154



2008



13,400



1,352Colonial Grand at Sweetwater


195



2008



23,500



5,376Colonial Grand at Ridell Ranch


376



2008



34,300



3,723Colonial Grand at Randal Park


600



2010



75,900



7,503Office Projects:Northrop Grumman


110,000



2007



17,300



12,750Colonial Center TownPark 300


150,000



2007



20,600



15,574Colonial Brookwood Center


169,000



2007



40,300



18,237Metropolitan(2)


155,000



2008



35,200



5,499Retail Projects:Colonial Pinnacle Craft Farms I


376,000



2007



42,500



22,880Colonial Pinnacle Tutwiler
    Farm II


85,000



2007



15,100



7,953Colonial Promenade Alabaster II


354,000



2007



21,200



9,558Colonial Promenade Fultondale


360,000



2008



24,800



6,616Colonial Promenade Tannehill


373,000



2008



41,000



19,161Metropolitan(2)


189,000



2008



52,800



7,053Colonial Pinnacle Craft
    Farms II


67,000



2009



13,500



9,843For-Sale Projects:Regatta at James Island


212



2007



25,000



23,878Colonial Traditions at Gulf Shores
    (Lots)


371



2007



21,000



20,474Southgate on Fairview


47



2007



16,500



3,708The Renwick


85



2007



24,300



10,826Cypress Village (Townhouse
    Units & Lots)


196



2007



60,300



43,183Grander


30



2007



16,600



12,723Spanish Oaks (Lots)


200



2007



9,800



7,562Metropolitan(2)


98



2008



41,200



4,135Other Projects and Undeveloped
    Land:TownPark Land and Infrastructure














15,443Heathrow Land and Infrastructure














12,704Land & Other














67,931Total Consolidated Construction
    in Progress













$
434,196UnconsolidatedColonial Grand at Canyon Creek(3)


336



2007



8,600



7,537Regents Park(4)


23



2007



15,000



9,168Colonial Promenade Smyrna(5)


410,000



2008



16,000



5,937Total Unconsolidated
    Construction in Progress













$
22,642     (1)
    
    Square footage includes
    anchor-owned square footage for retail properties.(2)
    
    This project is part of a
    mixed-use development.(3)
    
    Development costs represent 25%
    of total development costs, as we are a 25% partner in this
    project.(4)
    
    Development costs represent 40%
    of total development costs, as we are a 40% partner in this
    project.(5)
    
    Development costs represent 50%
    of total development costs, as we are a 50% partner in this
    project. 7




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##### Table of Contents



Continuing
    Multifamily Development Activity
  Colonial Grand at Round Rock 422-unit
  Colonial Grand at Huntersville 250-unit
  Colonial Grand at Double Creek 300-unit
  Colonial Grand at Ayrsley 368-unit
  Colonial Grand at Traditions 324-unit
  Colonial Grand at Shelby Farms II 154-unit
  Colonial Grand at Sweetwater 195-unit
  Colonial Grand at Ridell Ranch 376-unit
  Colonial Grand at Randal Park 600-unit
  Colonial Grand at Canyon Creek 336-unit
    Continuing
    Office Development Activity
  Northrop Grumman build-to-suit
 8




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##### Table of Contents



Colonial Center TownPark 300
  Colonial Brookwood Center
  Metropolitan ,
  Continuing
    Retail Development Activity
  Colonial Pinnacle Craft Farms I
  Colonial Pinnacle Tutwiler Farm II
  Colonial Promenade Alabaster II
  Colonial Promenade Fultondale
  Colonial Promenade Tannehill
  Metropolitan ,
  Colonial Pinnacle Craft Farms II
  Colonial Promenade Smyrna
 9




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##### Table of Contents



Continuing
    For-Sale Development Activity
    Regatta at James Island formerly Central
    Park) 212-unit
  Colonial Traditions at Gulf Shores
  Southgate on Fairview (formerly Colonial Traditions at South
    Park) 47-unit
  The Renwick 85-unit
  Regents Park
  Cypress Village
  Grander 30-unit
  Spanish Oaks
  Metropolitan 98-unit
  Dispositions
   10




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##### Table of Contents



Form 10-K).
    Units/Square





Gain onProperty

Location


Feet


Sales Price


Sales of Property(In thousands)


(In thousands)MultifamilyArbor Trace


Norfolk, VA



148


$
14,750


$
830Colonial Grand at Galleria


Birmingham, AL



1,080



73,000



26,942Colonial Grand at Riverchase


Birmingham, AL



468



36,200



12,084Colonial Grand at Whitemarsh


Savannah, GA



352



39,000



Colonial Village at Caledon Woods


Greenville, SC



350



22,900



5,995Colonial Village at Estrada


Dallas, TX



248



9,600



Colonial Village at Haverhill


San Antonio, TX



322



25,800



8,057Colonial Village at Paces Glen


Charlotte, NC



172



6,000



Colonial Village at Remington Place


Raleigh, NC



136



7,900



542Colonial Village at Research Park


Huntsville, AL



736



45,800



17,581CMS Joint Ventures (4 properties)(2)






762



5,960



1,869Colonial Village at Stone Brook


Atlanta, GA



188



9,383



Copper Crossing


Fort Worth, TX



400



14,200



Rancho Viejo(1)


Phoenix, AZ



266



3,497



954Summerwalk


Charlotte, NC



160



8,200



The
    Meadows I, II & III


Asheville, NC



392



28,400



The Timbers


Raleigh, NC



176



7,600



The Trestles


Raleigh, NC



280



11,600



DRA Southwest (15 properties)(3)






3,957



108,000



39,735OfficeColonial Bank Centre


Miami, FL



235,500



62,382



17,135Colonial Center Heathrow 500


Orlando, FL



75,900



13,655



2,016Colonial Center Mansell Overlook (4
    properties)(4)


Atlanta, GA



876,800



140,600



29,211DRA/Colonial Office JV (1 property)


Dallas, TX



152,200



2,888



DRA/Colonial Office JV (2
    properties)(5)






1,363,900



23,565



DRA/Colonial Office JV (3
    properties)(6)






535,200



11,220



Interstate Park


Montgomery, AL



227,000



22,665



10,186Retail(7)Colonial Promenade Boulevard
    Square(8)


Pembroke Pines, FL



220,700



42,480



2,449Colonial Promenade Deerfield(8)


Deerfield Beach, FL



378,700



49,583



608Colonial Shoppes College Parkway(8)


Fort Myers, FL



78,900



15,243



3,460Colonial Shoppes Pines Plaza(8)


Pembroke Pines, FL



68,200



14,569



1,065Tutwiler Farm (2 properties)(9)


Birmingham, AL



959,000



90,000



33,811Total









$
966,640


$
214,530     (1)
    
    During the second quarter of
    2006, we disposed of our 20% interest in Rancho Viejo, which is
    reflected above.(2)
    
    The CMS properties included
    Colonial Grand at Barrington, Macon, GA; Colonial Village at
    Hillwood, Montgomery, AL; Colonial Grand at Inverness Lakes,
    Mobile, AL; and Colonial Village at Stockbridge, Atlanta, GA.
    During the first quarter of 2006, we disposed of our interests
    (10% - 15%) in these properties, which is reflected
    above.(3)
    
    This disposition included 15
    properties which were part of a single transaction 
    Arabian Trails, Fairway Crossing, La Entrada, and Posada
    del Este located in Phoenix, AZ; Casas Lindas, Colonial del Rio,
    Hacienda del Rio, Pinnacle Heights, and Springhill located in
    Tucson; 11




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##### Table of Contents



Desert Lakes, Pinnacle Flamingo
    West, and Talavera located in Las Vegas, NV; and Pinnacle
    Estates, Pinnacle High Desert, and Pinnacle High Resort located
    in Albuquerque, NM. During the fourth quarter of 2006, we
    disposed of our interests (20% - 24%) in these properties,
    which is reflected above.(4)
    
    This disposition, which took
    place during the second quarter of 2006, included Colonial
    Center at Mansell Overlook, Colonial Center at Mansell Overlook
    400, Shoppes at Mansell and Lakeside at Mansell, which consists
    of four mid-rise buildings, five low-rise buildings, two retail
    strip centers, and land available for development. We sold 100%
    of Colonial Center at Mansell Overlook 400 and retained a
    15% interest in the mid-rise buildings, retail strip
    centers and development land.(5)
    
    The DRA/Colonial Office JV
    properties, which were sold during the third quarter of 2006,
    included Vanguard Center, Charlotte, NC and Tallahassee Center,
    Tallahassee, FL.(6)
    
    The DRA/Colonial Office JV
    properties, which were sold during the second quarter of 2006,
    included 6600 Campus Circle, Dallas, TX; Paragon Place,
    Richmond, VA; and Gwinnett Center, Atlanta, GA.(7)
    
    Retail square footage includes
    total square footage of asset including anchor owned square
    footage.(8)
    
    These dispositions were part of
    a single transaction that occurred on March 10, 2006. We
    retained a 10% interest in these properties through November
    2006, and then disposed of our remaining 10% interest on
    December 1, 2006.(9)
    
    This disposition, which took
    place during the fourth quarter of 2006, included two
    properties  Colonial Pinnacle at Tutwiler Farm and
    Colonial Promenade at Tutwiler Farm.  Form 10-K).
    For-Sale
    Projects
    Twelve Months EndedDecember 31,2006


2005(Amounts in thousands)Condominium conversion revenues

$
117,732


$
79,322Condominium conversion costs


(86,614
)


(65,976
)Gains on condominium conversion
    sales, before minority interest and income taxes


31,118



13,346For-sale residential revenues


12,513



For-sale residential costs


(9,683
)


Gains on for-sale residential
    sales, before minority interest and income taxes


2,830



Minority interest


(1,967
)


(5,245
)Provision for income taxes


(9,825
)


(3,660
)Gains on condominium conversion and
    for-sale residential sales, net of minority interest and income
    taxes

$
22,156


$
4,441    12




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##### Table of Contents



Recent
    Events
  Property Acquisitions
  380-unit
  Property Dispositions
  Property Name

Location


Units


Sales Price(In millions)Beacon Hill


Charlotte, NC



349


$
15.9Clarion Crossing


Raleigh, NC



260



15.9Colonial Grand at Enclave


Atlanta, GA



200



16.9Colonial Village at Poplar Place


Atlanta, GA



324



19.6Colonial Village at Regency Place


Raleigh, NC



180



10.3Colonial Village at Spring Lake


Atlanta, GA



188



11.5Colonial Village at Timothy Woods


Athens, GA



204



13.2$
103.3      13




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##### Table of Contents



384-unit
  376-unit
    Distribution
  Business
    Strategy
    
    realizing growth in income from our existing portfolio of
    properties;
    selectively acquiring additional multifamily apartment
    communities in growth markets located in the Sunbelt region of
    the United States;
    developing multifamily, office and retail properties
    (individually or as mixed-use communities) in growth markets
    located in the Sunbelt region of the United States, where we
    have first-hand knowledge of growth patterns and local economic
    conditions;
    developing merchant build properties and for-sale communities;
    recycling capital by selectively disposing of assets that have
    reached their maximum investment potential and reinvesting the
    proceeds into opportunities with more growth potential;
    managing our own properties as well as commercial assets through
    joint venture investments, which enables us to better control
    operating expenses and establish long-term relationships with
    our office and retail tenants;
    completing existing condominium conversion projects;
    maintaining our third-party property management business, which
    increases cash flow and establishes additional relationships
    with investors and tenants; and
    employing a comprehensive capital maintenance program to
    maintain properties in first-class condition.     14




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##### Table of Contents



Financing
    Strategy
    
    maintaining conservative debt service and fixed charge coverage
    ratios in order to sustain our investment grade status;
    extending and sequencing the maturity dates of our debt;
    borrowing primarily at fixed rates; and
    generally pursuing long-term debt financings and refinancings on
    an unsecured basis.      Form 10-K.
  Property
    Management
    Operational
    Structure
  Form 10-K
 15




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##### Table of Contents



Form 10-K
  Multifamily Division. day-to-day
  Office Division.
  Retail Division.
  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
  Seasonality
  lease-up
  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
 16




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##### Table of Contents



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

OrdinaryPer Share

Income

Capital Gain$2.72


14.75%



85.25%     Available
    Information
  www.colonialprop.com Form 10-K, Form 10-Q, Form 8-K, 1-800-645-3917.
 17




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##### Table of Contents



Executive
    Officers of the Company
    Thomas H. Lowder
  C. Reynolds Thompson, III and/or
  Weston M. Andress
  John P. Rigrish
 18




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##### Table of Contents



Paul F. Earle and/or
  Robert A. Bo Jackson
  Charles A. McGehee and/or
  John E. Tomlinson
 19




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##### Table of Contents



Item 1A.
    Risk
    Factors  Form 10-K,
  Risks
    Associated with our Current Strategy to Change our Asset
    Mix
  We are
    in the process of changing our business plan to focus
    predominately on multifamily properties and face certain risks
    inherent in the implementation of this strategy.
    
    potential disruptions in our operations;
    the diversion of managements attention from
    day-to-day
    operations to the disposition of our office and retail assets;
    we may experience difficulties and incur unanticipated expenses
    relating to the proposed dispositions;
    we may not achieve anticipated cost savings and operating
    efficiencies from our focus on multifamily properties; and
    multifamily properties may not perform as well as we anticipate
    due to various factors, including changes in economic conditions
    and the demand for multifamily properties generally.  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
  As a
    result of our strategic plan to focus predominately on
    multifamily properties, our revenues will be significantly
    influenced by demand for multifamily properties generally, and a
    decrease in such demand would likely have a greater adverse
    effect on our revenues than if we owned a more diversified real
    estate portfolio.
   20




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##### Table of Contents



Risks
    Associated with Real Estate
  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, as well
    as the local economic conditions in our principal market areas;
    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 or retail space 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; and
    changing trends in the demand by consumers for merchandise
    offered by retailers conducting business at our retail
    properties.    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.
    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.
    Compliance
    or failure to comply with the Americans with Disabilities Act
    could result in substantial costs.
   21




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##### Table of Contents



Risks
    Associated with Our Operations
  The
    development or conversion of for-sale projects could adversely
    affect our results of operations.
    
    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 sales;
    local real estate market conditions, such as oversupply or
    reduction in demand, may result in reduced or fluctuating sales;
    we may incur development or conversion 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, or sales prices with respect to
    for-sale product, that compensate for these increases in costs;
    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;
    buyers may be unable to qualify for financing;
    sale prices may be lower than anticipated;
    we may be unable to close on sales of individual units under
    contract; and
    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.    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; 22




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##### Table of Contents




    the attractiveness of our properties to residents, shoppers and
    tenants;
    decreases in market rental rates; and
    our ability to collect rent from our tenants.    and/or
  We may
    not be able to control our operating costs or our expenses may
    remain constant, 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.      An
    economic downturn, a natural disaster or an act of terrorism in
    an area in which our properties are concentrated 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.
   23




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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
   24




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##### Table of Contents



Costs
    associated with moisture infiltration and resulting mold
    remediation may be costly.
    Uninsured
    or underinsured losses could adversely affect our financial
    condition.
      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.
    We may
    be unable to successfully integrate and effectively manage the
    properties we acquire, which could adversely affect our results
    of operations.
   25




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##### Table of Contents



day-to-day
  We may
    not be able to achieve the anticipated financial and operating
    results from our acquisitions, which would adversely affect our
    operating results.
    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.
    
    significant expenditure of money and time on projects that may
    be delayed or never be completed;
    higher than projected construction costs;
    lack of availability of debt or equity financing on acceptable
    terms;
    failure to meet anticipated occupancy or rent levels;
    failure to obtain zoning, occupancy or other governmental
    approvals;
    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
    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.
   26




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##### Table of Contents




    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 sale of the properties or the
    making of additional capital contributions for the benefit of
    the properties, which may prevent us from taking actions that
    are opposed by those joint venture partners;
    prior consent of our joint venture partners is required for a
    sale or transfer to a third party of our interests in the joint
    venture, which restricts our ability to dispose of our interest
    in the joint venture;
    our joint venture partners might become bankrupt or fail to fund
    their share of required capital contributions, which may delay
    construction or development of a joint venture property or
    increase our financial commitment to the joint venture;
    our joint venture partners may have business interests or goals
    with respect to the joint venture properties that conflict with
    our business interests and goals, which could increase the
    likelihood of disputes regarding the ownership, management or
    disposition of such properties;
    disputes may develop with our joint venture partners over
    decisions affecting the joint venture properties or the joint
    venture, which may result in litigation or arbitration that
    would increase our expenses and distract our officers
    and/or
    trustees from focusing their time and effort on our business,
    and possibly disrupt the
    day-to-day
    operations of the property such as by delaying the
    implementation of important decisions until the conflict or
    dispute is resolved; and
    we may suffer losses as a result of the actions of our joint
    venture partners with respect to our joint venture investments.  Risks
    Associated with Our Indebtedness and Financing
  We
    have substantial indebtedness and our cash flow may not be
    sufficient to make required payments on our indebtedness or
    repay our indebtedness as it matures.
  ,
      Our
    degree of leverage could limit our ability to obtain additional
    financing which would negatively impact our results of operation
    and financial condition.
   27




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##### Table of Contents



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
    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
    development, expansion or acquisition activities.
   28




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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.
    Risks
    Associated with Our Organization
  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.
  
    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. 29




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##### Table of Contents



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 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.  Our
    board of directors has adopted a shareholder rights plan that
    could discourage a third party from making a proposal to acquire
    us.
    We may
    change our business policies in the future, which could
    adversely affect our financial condition or results of
    operations.
    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.
   30




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##### Table of Contents



A
    large number of shares available for future sale could adversely
    affect the market price of our common shares.
    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;
    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 31




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##### Table of Contents




    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
    Even
    if we qualify as a REIT, we will be required to pay some taxes.
   32




---



##### Table of Contents



Item 1B.
    Unresolved
    Staff Comments.   33




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##### Table of Contents



Item 2.
    Properties.  General
    Summary
    of Properties
  Percent ofUnits/


Total 2006


Total 2006


PercentageNumber of


NRA/


Property


Property


Occupancy atType of Property

Properties


GRA(1)


Revenue(2)


Revenue(2)


Dec. 31, 2006(3)(In thousands)Multifamily


127



38,111
(4)

$
320,519



53.1
%


95.5
%Office


53



16,927,194
(5)


172,368



28.6
%


93.5
%Retail


43



12,737,995
(6)


110,287



18.3
%


93.1
%Total


223






$
603,174
(7)


100.0
%     (1)
    
    Units (in this table only)
    refers to multifamily units, NRA refers to net rentable area of
    office space and GRA refers to gross retail area, which includes
    gross leasable area and space owned by anchor tenants.(2)
    
    Includes our proportionate share
    of revenue from those multifamily, office and retail properties
    accounted for under the equity method, and our share of the
    revenues from properties disposed in 2006.(3)
    
    Excludes the units/square feet
    of development or expansion phases of three multifamily
    properties, one office property and one retail property that had
    not achieved stabilized occupancy as of December 31,
    2006.(4)
    
    Amount includes 5,884 units
    at 19 multifamily apartment communities, in which we maintain a
    5.0% - 35.0% ownership interest.(5)
    
    Amount includes
    10,393,000 square feet at 23 office properties, in which we
    maintain a 15.0% - 33.33% ownership interest.(6)
    
    Amount includes
    5,466,700 square feet at 10 retail properties, in which we
    maintain a 10.0% - 50.0% ownership interest. Square footage
    includes anchor-owned square footage.(7)
    
    Amount includes $67,120 of our
    proportionate share of revenue from unconsolidated properties
    and $88,148 of revenue from properties classified as
    discontinued operations during 2006. In order to arrive at
    consolidated property revenues of $447,906, in accordance with
    GAAP, these amounts must be removed from the total property
    revenue. Management believes including our proportionate share
    of revenue from unconsolidated properties and revenues from
    discontinued operations provides investors with a more complete
    description of our gross revenues (See Note 8 
    Segments in our Notes to Consolidated Financial Statements
    contained in Item 8 of this Form
    10-K).  Multifamily
    Properties
  lease-up, and/or
 34




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##### Table of Contents



Multifamily
    Properties
  Average





Percent of TotalApproximate





Rental


Total Multifamily


2006 MultifamilyMultifamily



Year

Number of


Rentable Area


Percent


Rate


Property Revenue


PropertyProperty(1)

Location

Completed(2)

Units(3)


(Square Feet)


Occupied


Per Unit


for 2006


Revenue(4)Alabama:CG at Edgewater

Huntsville

1990


500



541,650



96.0
%

$
749


$
4,409,406



1.4
%CG at Galleria

Birmingham

1986/1996


















8,939,627
(8)


2.8
%CG at Inverness Lakes II(7)

Mobile

1996


















96,153
(8)


0.0
%CG at Liberty Park

Birmingham

2000


300



338,684



96.0
%


1,044



3,388,376



1.1
%CG at Madison

Huntsville

2000


336



354,592



94.9
%


828



3,256,419



1.0
%CG at Mountain Brook(7)

Birmingham

1987/1991


392



392,700



96.7
%


786



518,529



0.2
%CG at Promenade

Montgomery

2000


384



478,220



92.2
%


901



3,943,668



1.2
%CG at Riverchase

Birmingham

1984/1991


















4,322,083
(8)


1.3
%Colony Woods(7)

Birmingham

1988


414



450,682



91.3
%


752



349,820



0.1
%CV at Ashford Place

Mobile

1983


168



145,600



98.2
%


611



1,188,370



0.4
%CV at Hillwood

Montgomery

1984


















45,762
(8)


0.0
%CV at Huntleigh Woods

Mobile

1978


233



198,861



94.8
%


585



1,625,909



0.5
%CV at Inverness

Birmingham

1986/87/90


586



508,597



95.7
%


680



4,155,182



1.3
%CV at Inverness Lakes I

Mobile

1983


















49,569
(8)


0.0
%CV at Research Park

Huntsville

1987/1994


















5,561,785
(8)


1.7
%CV at Rocky Ridge(7)

Birmingham

1984


226



258,900



95.6
%


756



271,562



0.1
%CV at Trussville

Birmingham

1996/1997


376



410,340



92.3
%


801



3,366,856



1.1
%Madison at Shoal Run(7)

Birmingham

1985


276



249,300



93.5
%


684



219,535



0.1
%Meadows at Brook Highland(7)

Birmingham

1987


400



465,605



93.2
%


756



321,099



0.1
%The Grove at Riverchase(7)

Birmingham

1996


345



344,625



93.3
%


835



614,869



0.2
%Subtotal  Alabama






4,936



5,138,356



94.4
%


774



46,644,579



14.6
%ArizonaArabian Trials

Scottsdale

1986


















719,840
(8)


0.2
%Casa Lindas

Tucson

1986


















310,095
(8)


0.1
%CG at Scottsdale

Scottsdale

1999


180



182,857



95.6
%


1,277



1,028,994
(6)


0.3
%Colonia del Rio

Tucson

1985


















368,719
(8)


0.1
%Fairway Crossing

Phoenix

1986


















598,884
(8)


0.2
%Hacienda del Rio

Tucson

1983


















369,178
(8)


0.1
%La Entrada

Scottsdale

1988


















247,835
(8)


0.1
%Pinnancle Heights

Tucson

1995


















772,630
(8)


0.2
%Posada del Este

Phoenix

1979


















317,558
(8)


0.1
%Rancho Viejo

Phoenix

1985


















157,570
(8)


0.0
%Springhill

Tucson

1988


















387,393
(8)


0.1
%Subtotal  Arizona






180



182,857



95.6
%


1,277



5,278,696



1.6
%CaliforniaPark Crossing(7)

Fairfield

2006


200



209,928



LU
(9)






32,787
(6)


0.0
%Subtotal  California






200



209,928











32,787



0.0
%Florida:Azur at Metrowest

Orlando




















732,884
(10)


0.2
%Capri at Hunters Creek

Orlando




















865,181
(10)


0.3
%CG at Bayshore(7)

Bradenton

1997


376



374,156



93.1
%


863



1,012,419



0.3
%CG at Cypress Crossing

Orlando




















1,192,876
(10)


0.4
%CG at Heather Glen

Orlando

2000


448



523,228



99.6
%


969



5,411,635



1.7
%CG at Heathrow

Orlando

1997


312



353,040



94.2
%


1,015



3,683,590



1.1
%CG at Hunters Creek

Orlando

1997


496



624,464



97.4
%


997



6,233,530



1.9
%CG at Lakewood Ranch

Sarasota

1999


288



301,656



96.9
%


1,040



3,672,821



1.1
%CG at Metrowest

Orlando

1997


















671,973
(8)


0.2
%CG at Palma Sola(7)

Bradenton

1992


340



293,272



97.1
%


836



835,513



0.3
%CG at Seven Oaks

Tampa

2004


318



301,131



96.5
%


983



3,831,694



1.2
%CG at TownPark

Orlando

2002


456



564,056



94.5
%


1,079



6,020,126



1.9
%CG at Town Park Reserve

Orlando

2004


80



77,416



97.5
%


1,167



1,161,368



0.4
%CV at Twin Lakes

Orlando

2004


460



138,200



93.0
%


943



5,186,724



1.6
%Portofino at Jensen Beach

Jensen Beach

2002


















288,056
(10)


0.1
%Murano at Delray Beach

Delray Beach

2002


















462,064
(10)


0.1
%Subtotal  Florida






3,574



3,550,619



95.9
%


975



41,262,454



12.9
%Georgia:CG at Barrett Creek

Atlanta

1999


332



309,962



97.6
%


783



3,344,480



1.0
%CG at Barrington Club

Macon

1996


















51,168
(8)


0.0
%CG at Berkeley Lake

Atlanta

1998


180



244,217



96.1
%


1,087



2,038,545



0.6
%CG at Enclave

Atlanta

1995


200



296,868



96.0
%


924



2,041,543
(11)


0.6
%CG at Hammocks

Savannah

1997


308



323,844



96.4
%


914



3,469,495



1.1
%CG at Huntcliff(7)

Atlanta

1997


358



364,633



96.9
%


1,176



678,529
(6)


0.2
%CG at McDaniel Farm

Atlanta

1997


424



456,834



94.8
%


944



2,478,004
(6)


0.8
%CG at McGinnis Ferry

Atlanta

1997


434



509,455



90.6
%


960



4,462,636



1.4
%CG at Mount Vernon

Atlanta

1997


213



257,180



95.3
%


1,138



2,649,145



0.8
% 35




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##### Table of Contents



Average





Percent of TotalApproximate





Rental


Total Multifamily


2006 MultifamilyMultifamily



Year

Number of


Rentable Area


Percent


Rate


Property Revenue


PropertyProperty(1)

Location

Completed(2)

Units(3)


(Square Feet)


Occupied


Per Unit


for 2006


Revenue(4)CG at Pleasant Hill

Atlanta

1996


502



501,816



93.4
%


993



1,601,541
(6)


0.5
%CG at River Oaks

Atlanta

1992


216



276,208



94.9
%


1,069



2,180,337



0.7
%CG at River Plantation

Atlanta

1994


232



310,364



94.0
%


1,063



2,418,647



0.8
%CG at Shiloh

Atlanta

2002


498



533,412



95.8
%


1,151



1,613,725
(6)


0.5
%CG at Sugarloaf

Atlanta

2002


250



328,552



97.2
%


1,020



2,632,961



0.8
%CG at Whitemarsh

Savannah

2002


















283,371
(8)


0.1
%CV at Greentree

Savannah

1984


194



165,216



99.0
%


725



1,662,771



0.5
%CV at Huntington

Savannah

1986


147



121,112



98.6
%


765



1,351,987



0.4
%CV at Marsh Cove

Savannah

1983


188



197,200



95.7
%


833



1,783,967



0.6
%CV at Poplar Place

Atlanta

1989/1995


324



299,730



93.5
%


757



2,781,093
(11)


0.9
%CV at Spring Lake

Atlanta

1986


188



189,712



97.2
%


779



1,510,167
(11)


0.5
%CV at Stockbridge

Stockbridge

1993/1994


















68,564
(8)


0.0
%CV at Stone Brook

Atlanta

1986


















43,595
(8)


0.0
%CV at Timothy Woods

Athens

1996


204



211,444



94.1
%


828



1,641,905
(11)


0.5
%Merritt at Godley Station(7)

Savannah

2005


312



337,344



95.8
%


915



1,209,465



0.4
%Subtotal  Georgia






5,704



6,235,103



95.3
%


960



43,997,641



13.7
%Mississippi:CG at The Reservoir

Jackson

2000


170



195,605



97.1
%


905



1,827,146
(11)


0.6
%CG at Natchez Trace

Jackson

1995/1997


328



342,800



94.8
%


785



2,826,967
(11)


0.9
%Subtotal  Mississippi






498



538,405



95.6
%


826



4,654,113



1.5
%North Carolina:Autumn Park

Greensboro

2001/2004


402



403,776



94.3
%


872



3,463,311



1.1
%Beacon Hill

Charlotte

1985


349



256,075



94.6
%


681



2,251,796
(11)


0.7
%CG at Arringdon

Raleigh/Durham

2003


320



311,200



96.6
%


923



2,778,736



0.9
%CG at Beverly Crest

Charlotte

1996


300



278,685



90.7
%


842



2,714,216



0.8
%CG at Crabtree Valley

Raleigh

1997


210



209,670



97.1
%


910



1,894,098



0.6
%CG at Legacy Park

Charlotte

2001


288



300,768



94.8
%


867



2,587,205



0.8
%CG at Mallard Creek

Charlotte

2004


252



232,646



95.6
%


895



2,243,900



0.7
%CG at Mallard Lake

Charlotte

1998


302



300,806



93.7
%


875



2,696,595



0.8
%CG at Patterson Place

Durham

1997


252



236,756



95.2
%


936



2,407,407



0.8
%CG at Research Park(7)

Raleigh

2002


370



383,978



92.7
%


962



633,537



0.2
%CG at Trinity Commons

Raleigh

2000/2002


462



484,404



94.8
%


871



3,984,013



1.2
%CG at University Center

Charlotte

2006


156



167,028



94.2
%


824



230,640
(6)


0.1
%CG at Wilmington

Wilmington

1998/2002


390



355,896



96.4
%


737



3,433,079



1.1
%Clarion Crossing

Raleigh

1972


260



227,064



97.7
%


858



1,901,140
(11)


0.6
%CV at Chancellor Park

Charlotte

1996


340



326,410



90.7
%


740



1,537,898
(6)


0.5
%CV at Charleston Place

Charlotte

1986


214



172,405



91.6
%


688



1,470,879



0.5
%CV at Deerfield

Raleigh

1985


204



198,180



95.6
%


850



1,665,512



0.5
%CV at Greystone

Charlotte

1998/2000


408



386,988



93.9
%


759



3,112,524



1.0
%CV at Highland Hills

Raleigh

1987


264



277,324



95.8
%


947



2,129,767



0.7
%CV at Matthews(7)

Charlotte

1990


270



255,712



91.5
%


831



436,287
(6)


0.1
%CV at Meadow Creek

Charlotte

1984


250



230,430



96.4
%


707



1,749,846



0.5
%CV at Mill Creek

Greensboro

1984


220



209,680



97.3
%


651



1,489,578



0.5
%CV at Paces Glen

Charlotte

1986


















65,282
(8)


0.0
%CV at Pinnacle Ridge

Asheville

1948/1985


166



146,856



99.3
%


704



1,255,818



0.4
%CV at Regency Place

Raleigh

1986


180



156,900



95.0
%


765



1,293,488
(11)


0.4
%CV at Remington Place

Raleigh

1985


















51,495
(8)


0.0
%CV at South Tryon

Charlotte

2002


216



236,088



95.8
%


835



1,813,215



0.6
%CV at Stone Point

Charlotte

1986


192



172,928



96.4
%


740



1,528,223



0.5
%CV at Timber Crest

Charlotte

2000


282



273,408



94.7
%


829



2,231,596



0.7
%Glen Eagles I & II

Greensboro

1990/2000


310



313,520



95.5
%


771



2,375,721



0.7
%Heatherwood

Charlotte

1980


476



438,563



93.9
%


703



3,315,751



1.0
%Parkside at Woodlake

Raleigh

1996


266



255,124



97.7
%


765



2,016,725



0.6
%Summerwalk

Charlotte

1983


















58,685
(8)


0.0
%The
    Meadows I, II & III

Asheville

1974/2001


















643,847
(8)


0.2
%The Timbers

Raleigh

1983


















67,952
(8)


0.0
%The Trestles

Raleigh

1987


















373,461
(8)


0.1
%Subtotal  North Carolina






8,571



8,199,268



94.8
%


813



63,903,222



19.9
%New MexicoPinnacle Estates

Albuquerque

1998


















708,394
(8)


0.2
%Pinnacle High Desert

Albuquerque

1998


















1,133,569
(8)


0.4
%Pinnacle High Resort

Albuquerque

1998


















685,913
(8)


0.2
%Subtotal  New Mexico






















2,527,876



0.8
%NevadaDesert Lakes

Las Vegas

1991


















482,528
(8)


0.2
%Pinnacle Flamingo West

Las Vegas

1998


















854,836
(8)


0.3
%Talavera

Las Vegas

1995


















971,649
(8)


0.3
%Subtotal  Nevada






















2,309,013



0.7
%South Carolina:Arbors at Windsor Lake(7)

Columbia

1991


228



216,240



94.3
%


782



205,899



0.1
%Cape Landing

Myrtle Beach

1997/1998


288



268,632



91.7
%


743



2,476,968



0.8
% 36




---



##### Table of Contents



Average





Percent of TotalApproximate





Rental


Total Multifamily


2006 MultifamilyMultifamily



Year

Number of


Rentable Area


Percent


Rate


Property Revenue


PropertyProperty(1)

Location

Completed(2)

Units(3)


(Square Feet)


Occupied


Per Unit


for 2006


Revenue(4)CG at Cypress Cove

Charleston

2001


264



303,996



96.6
%


900



26,101
(6)


0.0
%CG at Quarterdeck

Charleston

1987


230



218,880



94.8
%


890



2,433,305



0.8
%CV at Caledon Wood

Greenville

1995/1996


















14,100
(8)


0.0
%CV at Hampton Pointe

Charleston

1986


304



314,600



97.4
%


774



2,803,433



0.9
%CV at Waters Edge

Charleston

1985


204



187,640



95.6
%


732



1,773,131



0.6
%CV at Westchase

Charleston

1985


352



248,391



99.1
%


663



2,881,743



0.9
%CV at Windsor Place

Charleston

1985


224



213,440



93.3
%


717



1,913,194



0.6
%Merritt at James Island

Charleston

2002


















181,336
(8)


0.1
%Mira Vista at James Island

Charleston

2002


















484,878
(10)


0.2
%Stone Ridge(7)

Columbia

1972


191



196,170



92.1
%


648



103,568



0.0
%Subtotal  South Carolina






2,285



2,167,989



95.3
%


760



15,297,656



4.8
%TennesseeCG at Bellevue

Nashville

1996


349



343,977



95.4
%


922



3,467,030



1.1
%CG at Brentwood(7)

Nashville

1995


254



286,922



95.7
%


1,015



734,066



0.2
%CG at Shelby Farms

Memphis

1998


296



317,596



93.9
%


853



2,865,252



0.9
%CV at Hendersonville(7)

Nashville

1992


364



341,752



96.2
%


713



678,199



0.2
%Subtotal  Tennessee






1,263



1,290,247



95.3
%


864



7,744,547



2.4
%Texas:Belterra(7)

Fort Worth

2006


288



278,292



LU
(9)






80,866
(6)


0.0
%Brookfield

Dallas

1984


232



165,648



94.4
%


597



1,440,908



0.4
%CG at Canyon Creek(7)

Austin

DEV


















87,967



0.0
%CG at Bear Creek

Fort Worth

1998


436



394,969



95.9
%


986



4,090,590



1.3
%CG at Round Rock

Austin

2006


422



429,650



LU
(9)






1,814,853



0.6
%CG at Silverado Reserve

Austin

2006


256



267,776



94.1
%


1,056



1,475,459



0.5
%CG at Valley Ranch

Dallas

1997


396



462,123



97.2
%


1,112



4,987,223



1.6
%Copper Crossing

Fort Worth

1980/1981


















483,067
(8)


0.2
%Cottonwood Crossing

Fort Worth

1985


200



150,200



98.5
%


589



1,196,584



0.4
%Cunningham(7)

Austin

2000


280



257,338



98.6
%


855



483,338



0.2
%CV at Bear Creek

Fort Worth

1984


120



90,600



98.3
%


696



886,517



0.3
%CV at Bedford

Fort Worth

1983


238



153,986



97.9
%


610



1,625,253



0.5
%CV at Canyon Hills

Austin

1996


229



163,056



99.1
%


728



1,827,020



0.6
%CV at Estrada

Dallas

1983


















333,907
(8)


0.1
%CV at Haverhill

San Antonio

1997


















2,448,748
(8)


0.8
%CV at Main Park

Dallas

1984


192



226,944



98.4
%


810



1,685,984



0.5
%CV at North Arlington

Fort Worth

1985


240



190,560



95.4
%


695



1,790,523



0.6
%CV at Oak Bend

Dallas

1996


426



382,690



97.4
%


862



958,104
(6)


0.3
%CV at Pear Ridge

Dallas

1988


242



187,308



95.8
%


721



1,914,600



0.6
%CV at Quarry Oaks

Austin

1996


533



459,800



96.4
%


798



4,458,063



1.4
%CV at Sierra Vista

Austin

1999


232



204,400



98.3
%


789



1,953,536



0.6
%CV at Silverado

Austin

2004


238



38,100



95.8
%


1,014



2,235,207



0.7
%CV at Willow Creek

Fort Worth

1996


478



429,909



97.3
%


938



2,555,376
(6)


0.8
%Grayson Square I & II

Fort Worth

1985/1986


450



380,500



98.0
%


771



3,847,115



1.2
%Paces Cove

Dallas

1982


328



219,760



94.5
%


583



2,035,139



0.6
%Paces Point

Dallas

1985


300



228,600



92.0
%


654



2,146,237



0.7
%Remington Hills

Dallas

1984


362



345,710



97.8
%


887



3,187,974



1.0
%Shoal Creek

Fort Worth

1996


408



388,426



95.8
%


1,098



2,316,529
(6)


0.7
%Summer Tree

Dallas

1980


232



133,400



98.3
%


551



1,432,208



0.4
%Subtotal  Texas






7,758



6,629,745



96.7
%


751



55,778,898



17.4
%Virginia:Arbor Trace

Norfolk

1985


















555,587
(8)


0.2
%Ashley Park

Richmond

1988


272



208,064



95.6
%


745



2,228,969



0.7
%CV at Chase Gayton

Richmond

1984


328



311,196



94.2
%


902



3,077,225



1.0
%CV at Greenbrier

Richmond

1980


258



219,460



99.2
%


933



2,999,453



0.9
%CV at Hampton Glen

Richmond

1986


232



182,824



96.6
%


845



2,243,347



0.7
%CV at Harbour Club

Norfolk

1988


214



173,972



91.1
%


940



2,453,088



0.8
%CV at Tradewinds

Norfolk

1988


284



263,920



97.2
%


915



2,939,925



0.9
%CV at Waterford

Richmond

1989


312



292,066



99.7
%


882



2,920,486



0.9
%CV at West End

Richmond

1987


224



156,332



97.3
%


798



2,076,568



0.6
%Mayflower Seaside

Norfolk

1950


265



183,542



91.3
%


1,095



3,269,523



1.0
%Trolley Square East & West

Richmond

1964/1965


328



180,372



93.9
%


753



2,921,596



0.9
%Trophy Chase I & II

Charlottesville

1970


425



372,526



92.7
%


771



3,401,120



1.1
%Subtotal  Virginia






3,142



2,544,274



95.3
%


864



31,086,887



9.7
%TOTAL






38,111



38,854,780



95.5
%


825
(5)

$
320,518,370



100.00
%     (1)
    
    All multifamily properties are
    100% owned by us with the exception of the properties noted in
    (7) below. 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)
    
    Year initially completed and,
    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, 2006. 37




---



##### Table of Contents



(4)
    
    Percent of Total Multifamily
    2006 Property Revenue represents each propertys
    proportionate share of revenue from our 127 multifamily
    properties, including the partially-owned properties, as well as
    36 properties sold during 2006 and three that were converted to
    condominiums.(5)
    
    Represents weighted average
    rental rate per unit of the 124 multifamily properties not in
    lease-up at
    December 31, 2006.(6)
    
    Represents revenues from the
    date of our acquisition of this property in 2006 through
    December 31, 2006.(7)
    
    We hold a 5% - 35%
    non-controlling interest in these joint ventures.(8)
    
    Represents revenues from
    January 1, 2006 through the date the properties were sold
    during 2006.(9)
    
    These properties are currently
    in lease-up
    (LU) and are not included in the Percent Occupied and Average
    Rental Rate per Unit totals.(10)
    
    These properties are condominium
    conversions properties that are classified as held for
    sale.(11)
    
    These are operating properties
    that are classified as held for sale.  lease-up,
  Average BaseNumber of


Percent


Rental RateYear-End

Units(1)


Leased(2)


Per UnitDecember 31, 2006


38,111



95.5
%

$
825December 31, 2005


44,337



95.3
%

$
771December 31, 2004


25,009



94.6
%

$
818December 31, 2003


15,224



92.9
%

$
794December 31, 2002


14,556



88.1
%

$
785     (1)
    
    Units (in this table only)
    refers to multifamily units owned at year end, including
    910 units in
    lease-up and
    5,396 units that were partially owned by us at
    December 31, 2006.(2)
    
    Represents weighted average
    occupancy of the multifamily properties that had achieved
    stabilized occupancy at the end of the respective
    period.  Office
    Properties
  lease-up,
 38




---



##### Table of Contents



Office
    Properties
  Average


Total Office


Percent ofNet Rentable





Total


Base Rent


Property


Total 2006Year

Area Square


Percent


Annualized


Per Leased


Revenue for


Office PropertyOffice Property(1)

Location(2)

Completed(2)

Feet


Leased


Base Rent(3)


Square Foot


2006(4)


Revenue(5)Alabama:Colonial Center Blue Lake

Birmingham

1982/95


166,723



99.9
%

$
3,067,497


$
18.42


$
3,203,119



1.9
%Colonial Center Colonnade

Birmingham

1989/99


419,315



99.5
%


7,310,614



17.52



9,127,949



5.3
%Riverchase Center

Birmingham

1984-88


305,899



82.1
%


2,604,378



10.37



3,560,583



2.1
%Land Title Bldg.(7)

Birmingham

1975


29,988



100.0
%


407,069



13.57



202,117



0.1
%International Park

Birmingham

1987/89/99


210,984



99.3
%


3,896,364



18.60



4,163,103



2.4
%Independence Plaza

Birmingham

1979


106,216



99.3
%


1,805,564



17.12



2,002,992



1.2
%Colonial Plaza

Birmingham

1999


170,850



96.3
%


2,971,108



18.06



3,387,156



2.0
%Colonial Center Lakeside

Huntsville

1989/90


122,234



98.4
%


2,012,907



16.74



2,160,888



1.3
%Colonial Center Research Park

Huntsville

1999


133,582



100.0
%


2,292,354



17.16



2,274,630



1.3
%Colonial Center Research Place

Huntsville

1979/84/88


272,558



98.0
%


3,339,891



12.50



3,704,824



2.1
%DRS Building

Huntsville

1972/86/90/03


215,485



100.0
%


1,732,368



8.04



1,777,313



1.0
%AmSouth Center

Huntsville

1990


154,521



94.6
%


2,591,043



17.73



3,046,622



1.8
%Perimeter Corporate Park

Huntsville

1986/89


234,787



100.0
%


3,886,383



16.55



3,974,534



2.3
%Progress Center

Huntsville

1983-91


221,992



98.8
%


2,561,581



11.68



2,607,933



1.5
%Research Park Office Center

Huntsville

1984/00


176,570



100.0
%


1,938,798



10.98



2,173,297



1.3
%Research Park Office Center #4

Huntsville

1999


59,883



100.0
%


677,575



11.31



722,772



0.4
%Interstate Park

Montgomery

1982-85/89


















2,958,461
(9)


1.7
%250 Commerce St

Montgomery

1904/81


37,447



97.1
%


509,213



14.00



520,989



0.3
%Subtotal-Alabama






3,039,034



97.2
%


43,604,707



14.76



51,569,282



30.0
%Florida:Baymeadows Way(7)

Jacksonville

1993


224,281



100.0
%


2,131,670



9.50



348,265



0.2
%Jacksonville Baymeadows(7)

Jacksonville

1999


751,273



92.2
%


9,234,240



13.33



1,897,873



1.1
%Jacksonville JTB(7)

Jacksonville

2001


416,773



93.0
%


5,304,395



13.69



1,219,005



0.7
%901 Maitland Center

Orlando

1985


155,730



66.1
%


1,912,137



18.58



1,926,489



1.1
%Colonial Center 100 at TownPark

Orlando

2001


153,569



97.7
%


3,253,723



21.69



3,563,902



2.1
%Colonial Center 200 at TownPark

Orlando

2003


155,203



97.7
%


3,060,211



20.18



3,284,596



1.9
%Colonial Center 300 at TownPark

Orlando

2006


149,487



LU
(6)






-0-



690,930



0.4
%Colonial Center 600 at TownPark

Orlando

2002


199,585



100.0
%


3,965,809



19.87



4,039,380



2.3
%Colonial TownPark Office

Orlando

2004


33,423



100.0
%


734,673



21.98



785,743



0.5
%Colonial Center Heathrow

Orlando

1988/96/00


730,107



88.2
%


11,413,939



17.72



16,174,249



9.4
%Heathrow 500

Orlando

1988/96/00


















1,651,453
(9)


1.0
%Heathrow 1001

Orlando

2000


192,159



97.0
%


3,578,164



19.20



4,155,457



2.4
%Orlando Central(7)

Orlando

1980


616,105



85.0
%


8,812,155



16.83



1,402,858



0.8
%Orlando Lake Mary(7)

Orlando

1999


303,438



91.4
%


4,428,932



15.97



761,049



0.4
%Orlando University(7)

Orlando

2001


384,687



90.2
%


6,583,080



18.97



1,086,565



0.6
%St. Petersburg Center(7)

St. Petersburg

2000


675,517



90.0
%


10,264,891



16.88



1,696,834



1.0
%Tallahassee Center

Tallahassee

1990


















1,537,273
(9)


0.9
%Colonial Place I & II

Tampa

1984/1986


371,328



97.3
%


8,154,844



22.57



8,533,759



5.0
%Colonial Center at Bayside

Tampa

1988/94/97


212,882



98.2
%


3,746,414



17.92



3,317,634



1.9
%Concourse Center

Tampa

1981/85


294,368



98.5
%


5,696,337



19.65



5,320,521



3.1
%Broward Financial Center(7)

South Florida

1986


325,483



79.8
%


6,847,788



26.36



1,246,808



0.7
%Las Olas Centre(7)

South Florida

1999


469,199



82.9
%


8,715,259



22.41



2,581,756



1.5
%Colonial Bank Centre

South Florida

1982/1996


















4,950,203
(9)


2.9
%Subtotal-Florida






6,814,597



92.4
%


107,838,661



17.13



72,172,602



41.9
%Georgia:Colonial Center at Mansell Overlook

Atlanta




















7,346,367
(9)


4.3
%Colonial Center at Mansell Overlook
    JV(7)



1987/96/97/00


652,542



94.7
%


12,776,573



20.68



1,108,418
(8)


0.6
%Colonial Center at Mansell Overlook
    400

Atlanta

1987


















1,175,155
(9)Shoppes & Lakeside at
    Mansell

Atlanta




















497,017
(9)


0.3
%Shoppes & Lakeside at
    Mansell JV(7)

Atlanta

1996/97/05


35,748



89.1
%


744,426



23.37



74,110
(8)


0.0
%The Peachtree

Atlanta

1989


309,625



88.6
%


5,801,642



21.15



7,140,060



4.1
%The Peachtree Suites 1125/1400

Atlanta

1989


7,010



100.0
%


150,154



21.42



73,153
(10)


0.0
%Atlantic Center Plaza(7)

Atlanta

2001


499,601



91.1
%


12,881,916



28.30



2,361,780



1.4
%Atlanta Chamblee(7)

Atlanta

2000


1,132,922



95.1
%


19,795,809



18.37



3,232,705



1.9
%Atlanta Gwinnett Place

Atlanta

2000


















254,615
(9)


0.1
%Atlanta Perimeter(7)

Atlanta

1985


182,036



86.7
%


2,863,912



18.15



447,439



0.3
%McGinnis Park(7)

Atlanta

2001


202,163



67.2
%


2,335,486



17.19



309,058



0.2
%Ravinia 3(7)

Atlanta

1991


800,645



76.7
%


10,977,912



17.88



2,533,906



1.5
%Subtotal-Georgia






3,822,292



88.4
%


68,327,830



20.22



26,553,783



14.7
%Maryland:Decoverly(7)

Rockville

1989


154,787



62.3
%


3,770,479



39.10



1,097,591



0.6
%Subtotal-Maryland






154,787



62.3
%


3,770,479



39.10



1,097,591



0.6
% 39




---



##### Table of Contents



Average


Total Office


Percent ofNet Rentable





Total


Base Rent


Property


Total 2006Year

Area Square


Percent


Annualized


Per Leased


Revenue for


Office PropertyOffice Property(1)

Location(2)

Completed(2)

Feet


Leased


Base Rent(3)


Square Foot


2006(4)


Revenue(5)North Carolina:Esplanade

Charlotte

1981


202,974



76.3
%


2,218,341



14.32



2,340,865



1.4
%Charlotte University(7)

Charlotte

1999


182,989



87.2
%


3,125,467



19.59



499,164



0.3
%Charlotte Vanguard

Charlotte

1997


















466,777
(9)


0.3
%Subtotal-North Carolina






385,963



77.6
%


5,343,808



17.84



3,306,806



2.0
%Tennessee:Germantown Center(7)

Memphis

1999


532,024



85.8
%


8,248,698



18.07



1,368,770



0.8
%Subtotal-Tennessee






532,024



85.8
%


8,248,698



18.07



1,368,770



0.8
%Texas:Research Park Plaza III and IV

Austin

2001


357,689



100.0
%


7,414,472



20.73



10,298,097



6.0
%6600 Campus Cirlce

Dallas

1998


















127,800
(9)


0.1
%Signature Place(7)

Dallas

1986


437,359



77.2
%


5,489,349



16.26



1,012,717



0.6
%Tollway Crossing

Dallas

1997


















507,205
(9)


0.3
%Post Oak(7)

Houston

1982


1,199,190



95.7
%


19,804,171



17.26



3,607,212



2.1
%Westchase(7)

Houston

2000


184,259



96.3
%


3,755,137



21.16



632,474



0.4
%Subtotal-Texas






2,178,497



96.2
%


36,463,129



17.40



16,185,506



9.5
%Virginia:Paragon Place 1(7)

Richmond

1986


















113,940
(9)


0.1
%Subtotal-Virginia






















113,940



0.1
%TOTAL






16,927,194



93.5
%


273,597,312


$
18.79



172,368,280



100
%     (1)
    
    All office properties are 100%
    owned by us with the exception of those noted in
    (7) below.(2)
    
    Year initially completed and,
    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 for our wholly-owned properties and our
    partially-owned properties.(4)
    
    Total Office Property Revenue
    for 2006 is our share (based on our percentage ownership of the
    property) of the total office property revenue, unless otherwise
    noted.(5)
    
    Percent of Total Office 2006
    Property Revenue represents each propertys proportionate
    share of revenue from our 53 office properties, including
    partially owned properties.(6)
    
    This property is currently in
    lease-up
    (LU) and is not included in the Percent Leased and Average Base
    Rent per Leased Square Foot property totals.(7)
    
    We hold a 15% - 33.33%
    non-controlling interest in these joint ventures.(8)
    
    These properties were
    transferred to a joint venture with UBS Wealth Management. We
    retained a 15% interest in these properties through a
    non-controlling interest in this joint venture.(9)
    
    Represents revenues from
    January 1, 2006 through the date the property was sold
    during 2006.(10)
    
    Represents revenues from the
    date of our acquisition of this property in 2006 through
    December 31, 2006.    Net Rentable


Annualized


Percent of TotalNumber of


Area Of Expiring


Base Rent of


Annual Base RentTenants with


Leases


Expiring


Represented byYear of Lease Expiration

Expiring Leases


(Square Feet)(1)


Leases (1)(2)


Expiring Leases(1)2007


429



2,263,223


$
56,278,576



14.6
%2008


328



2,240,597



56,263,980



14.6
%2009


375



2,603,596



89,190,175



23.1
%2010


240



1,624,523



34,909,069



9.0
%2011


227



1,844,013



40,434,062



10.5
%2012


106



1,966,700



46,063,875



11.9
%2013


37



896,414



17,713,987



4.6
%2014


45



875,389



20,428,732



5.3
%2015


27



502,941



8,652,344



2.2
%2016


26



585,499



9,479,891



2.5
%Thereafter


13



377,249



6,801,833



1.8
%1,853



15,780,144


$
386,216,524



100.0
%     (1)
    
    Excludes approximately
    997,563 square feet of space not leased as of
    December 31, 2006.(2)
    
    Annualized base rent is
    calculated using base rents as of December 31,
    2006. 40




---



##### Table of Contents



Average BaseRentable Area


Total Percent


Rent Per LeasedYear-End

(Square Feet)(2)


Leased


Square Foot(1)December 31, 2006


16,927,000



93.5
%

$
18.79December 31, 2005


19,500,000



91.3
%

$
18.35December 31, 2004


5,870,000



92.2
%

$
17.48December 31, 2003


5,464,000



89.7
%

$
18.56December 31, 2002


5,185,000



91.0
%

$
18.24     (1)
    
    Average base rent per leased
    square foot is calculated using base rents as of
    December 31 for each respective year.(2)
    
    Rentable square feet includes
    10,393,009 square feet that is partially-owned by us at
    December 31, 2006.  Retail
    Properties
  lease-up,
    Retail
    Properties
  AverageBaseRent Per


Total Retail


Percent ofTotal


Leased


Property


Total 2006Year

GRA


Number Of


Percent


Annualized


Square


Revenue for


Retail PropertyRetail Property(1)

Location

Completed(2)

(Square Feet)(3)


Stores


Leased(3)


Base Rent(4)


Foot(5)


2006


Revenue(6)Alabama:Brookwood Village Center

Birmingham

1973/91


76,595



7



100.0
%

$
725,943


$
15.71


$
815,439



0.7
%Colonial Brookwood Village

Birmingham

1973/91


371,755



71



96.6
%


6,345,340



25.76



10,829,354



9.8
%Colonial Brookwood Village






231,953
(15)Bel Air Mall JV(13)

Mobile

1966/90/97


1,000,271



135



99.1
%


11,299,348



22.50



1,704,298



1.5
%Bel Air Mall JV






333,990
(15)Colonial Mall Decatur

Decatur

1979/89


495,232



55



87.6
%


3,649,429



18.99



5,161,848
(9)


4.7
%Colonial Mall Decatur






80,866
(15)Colonial Promenade Alabaster

Birmingham

2005


218,681



25



92.7
%


3,025,966



18.69



4,002,152Colonial Promenade Craft Farms

Gulf Shores

2005


53,170



1



LU
(10)


850,720







885,422Colonial Promenade Hoover(13)

Birmingham

2002


164,866



36



95.2
%


1,850,175



18.60



282,895



0.3
%Colonial Promenade Hoover






215,766
(15)Colonial Promenade Madison(13)

Madison

2000


110,712



13



97.1
%


1,121,559



14.72



348,065



0.3
%Colonial Promenade Montgomery

Montgomery

1990/97


165,114



24



84.5
%


1,302,805



13.10



1,713,030
(9)


1.6
%Colonial Promenade Montgomery






44,000
(15)Colonial Promenade Montgomery North

Montgomery

1990/97


108,082



8



96.0
%


1,049,057



17.02



1,225,426
(9)


1.1
%Colonial Promenade Montgomery North






101,830
(15)Colonial Promenade Trussville

Birmingham

2000


388,302



23



99.6
%


3,365,180



14.05



4,197,278



3.8
%Colonial Promenade
    Trussville II

Birmingham

2004


58,182



16



95.2
%


852,627



16.55



1,156,696



1.0
%Colonial Promenade
    Trussville II






224,509
(15)Colonial Promenade Tutwiler Farm

Birmingham

2000






















2,918,885
(8)


2.6
%Colonial Pinnacle Tutwiler Farm

Birmingham

2006






















856,246
(7)(8)


0.8
%Colonial Shoppes Colonnade

Birmingham

1989


125,462



30



94.1
%


1,799,749



17.91



2,335,933



2.1
%Colonial Shoppes Bellwood

Montgomery

1988


88,482



18



94.2
%


636,905



10.53



774,692
(9)


0.7
%Colonial Shoppes Clay

Birmingham

1982


66,175



13



95.8
%


725,943



13.19



924,580



0.8
%Colonial Shoppes McGehee

Montgomery

1986


98,255



18



82.6
%


484,257



6.91



1,039,894
(9)


0.9
%Olde Town

Montgomery

1978/90


38,660



11



77.7
%


157,228



2.57



214,520
(9)


0.2
%Parkway Place(13)

Huntsville

1975


287,556



72



81.0
%


5,971,780



28.52



5,047,681



4.6
%Parkway Place






348,164
(15)University Village Mall JV(13)

Auburn

1973/84/89


402,008



53



87.6
%


2,416,521



20.91



445,032



0.4
%University Village Mall JV






124,707
(15)Other


























162,529
(14)


0.1
%Subtotal-Alabama






6,023,345



576



92.5
%


47,630,532



20.84



47,041,895



42.7
% 41




---



##### Table of Contents



AverageBaseRent Per


Total Retail


Percent ofTotal


Leased


Property


Total 2006Year

GRA


Number Of


Percent


Annualized


Square


Revenue for


Retail PropertyRetail Property(1)

Location

Completed(2)

(Square Feet)(3)


Stores


Leased(3)


Base Rent(4)


Foot(5)


2006


Revenue(6)Florida:Colonial Promenade Bear Lake

Orlando

1990


131,655



30



92.1
%


1,401,383



16.51



1,735,042
(9)


1.6
%Colonial Promenade Boulevard Square

Pembroke Pines

2001






















1,007,314
(11)


0.9
%Colonial Promenade Boulevard Square
    JV

Pembroke Pines

2001






















404,846
(12)


0.4
%Colonial Promenade Burnt Store

Punta Gorda

1990


95,023



25



98.9
%


982,323



16.29



1,408,832



1.3
%Colonial Promenade Deerfield

Deerfield Beach

1988/2003






















1,095,187
(11)


1.0
%Colonial Promenade Deerfield JV

Deerfield Beach

1988/2003






















460,180
(12)


0.4
%Colonial Promenade Hunters
    Creek

Orlando

1993/95


227,536



30



99.1
%


1,993,569



19.91



2,620,064



2.4
%Colonial Promenade Lakewood

Jacksonville

1995


194,997



51



91.6
%


2,063,997



13.90



2,658,337



2.4
%Colonial Promenade Northdale

Tampa

1988


175,917



23



93.8
%


1,713,009



16.75



2,431,718



2.2
%Colonial Promenade Northdale






55,000
(15)Colonial Promenade TownPark

Orlando

2003


199,221



33



95.1
%


2,925,518



25.75



4,019,546



3.6
%Colonial Promenade Wekiva

Orlando

1990


208,568



30



93.6
%


2,040,656



13.64



2,802,060
(9)


2.5
%Colonial Promenade Winter Haven

Orlando

1986


161,559



22



92.0
%


1,070,061



13.60



1,519,918



1.4
%Colonial Shoppes College Parkway

Ft. Myers

1986






















326,098
(11)


0.3
%Colonial Shoppes College
    Parkway JV

Ft. Myers

1986






















147,940
(12)


0.1
%Colonial Shoppes Pines Plaza

Pembroke Pines

2002






















298,896
(11)


0.3
%Colonial Shoppes Pines Plaza JV

Pembroke Pines

2002






















130,434
(12)


0.1
%Subtotal-Florida






1,449,476



244



94.5
%


14,190,516



17.25



23,066,414



20.9
%Georgia:Britt David

Columbus

1990


102,564



13



96.4
%


581,875



11.45



795,870
(9)


0.7
%Glynn Place Mall JV(13)

Brunswick

1986


278,295



56



92.2
%


2,669,583



17.68



452,972



0.4
%Glynn Place Mall JV






225,558
(15)Colonial Mall Lakeshore

Gainesville

1984/97


518,290



50



93.6
%


2,750,651



17.29



4,236,158
(9)


3.8
%Valdosta Mall JV(13)

Valdosta

1982/85


429,182



62



94.5
%


4,392,465



16.00



646,842



0.6
%Valdosta Mall JV






93,729
(15)Colonial Promenade Beechwood

Athens

1963/92


350,091



40



99.5
%


3,666,224



15.64



4,392,162



4.0
%Other


























204,446
(14)


0.2
%Subtotal-Georgia






1,997,709



221



95.8
%


14,060,798



16.33



10,728,451



9.7
%North Carolina:Greenville Mall JV(13)

Greenville

1965/89/99


404,612



60



95.5
%


3,638,964



21.16



628,090



0.6
%Greenville Mall JV






46,051
(15)Colonial Mayberry Mall

Mount Airy

1968/86


149,097



18



94.5
%


711,871



13.15



1,112,056
(9)


1.0
%Colonial Mayberry Mall






57,843
(15)Colonial Shoppes Quaker

Greensboro

1968/88/97


102,223



31



95.4
%


1,025,558



12.29



1,365,183



1.2
%Colonial Shoppes Yadkinville

Yadkinville

1971/97


90,917



17



100.0
%


698,995



8.33



899,640
(9)


0.8
%Other


























39,051
(14)


0.0
%Subtotal-North Carolina






850,743



126



96.1
%


6,075,388



16.40



4,004,969



3.6
%South Carolina:Myrtle Beach Mall JV(13)

Myrtle Beach

1986


524,142



59



93.1
%


4,340,024



21.63



712,356



0.6
%Other


























80,006
(14)


0.1
%Subtotal-South Carolina






524,142



59



93.1
%


4,340,024



21.63



792,363



0.7
%Tennessee:Colonial Pinnacle Turkey Creek(13)

Knoxville

2005


477,108



61



95.0
%


7,223,450



21.19



3,032,499



2.7
%Rivermont Shopping Center

Chattanooga

1986/97


73,481



10



93.9
%


427,678



8.46



491,657
(9)


0.4
%Subtotal-Tennessee






550,589



71



94.7
%


7,651,128



20.07



3,524,156



3.2
%Texas:Colonial Pinnacle Kingwood Commons

Houston

2003


164,356



28



89.1
%


2,496,509



21.15



3,302,378



3.0
%Colonial Promenade Portofino

Houston




372,502



41



87.3
%


4,787,659



21.82



6,410,416



5.8
%Village on Parkway

Dallas

1980


381,166



46



88.0
%


4,517,093



20.27



7,544,302
(9)


6.8
%Other


























113,690
(14)


0.1
%Subtotal-Texas






918,024



115



87.9
%


11,801,261



21.00



17,370,787



15.8
%Virginia:Colonial Mall Staunton

Staunton

1969/86/97


423,967



50



92.5
%


2,549,144



12.26



3,757,808
(9)


3.4
%Subtotal-Virginia






423,967



50



92.5
%


2,549,144



12.26



3,757,808



3.4
%Total






12,737,995



1,462



93.1
%

$
108,298,791


$
19.07


$
110,286,842



100.0
%     (1)
    
    All retail properties are 100%
    owned by us with the exception of those noted in
    (13) below.(2)
    
    Year initially completed and,
    where applicable, year(s) in which the property was
    substantially renovated or an additional phase of the property
    was completed.(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)
    
    Total Annualized Base Rent
    includes all base rents for our wholly-owned properties and our
    partially-owned properties.(5)
    
    Includes specialty store space
    only.(6)
    
    Percent of Total Retail Property
    Revenue for 2006 represents each propertys proportionate
    share of revenue from our 43 retail properties, including
    partially owned properties.(7)
    
    Represents revenues from the
    date of our acquisition or completion of development of the
    property in 2006 through December 31, 2006.(8)
    
    Represents revenues from
    January 1, 2006 through the date the property was sold
    during 2006.(9)
    
    These properties were
    reclassified to held for sale and are included as
    discontinued operations at December 31, 2006. 42




---



##### Table of Contents



(10)
    
    This property is currently in
    lease-up and
    is not included in Percent Leased and Average Base Rent per
    Leased Square Foot property totals.(11)
    
    These properties were conveyed
    in March 2006 to a joint venture with The Cornfeld Group in
    which we retained a 10% interest.(12)
    
    The remaining 10% interest in
    these properties was sold to The Cornfeld Group in December
    2006.(13)
    
    We hold a 10% - 50%
    interest in these joint ventures.(14)
    
    Represents revenues on
    properties disposed of prior to 2006.(15)
    
    Represents space owned by anchor
    tenants.    Net Rentable


Annualized


Percent of TotalNumber of


Area Of Expiring


Base Rent of


Annual Base RentTenants with


Leases


Expiring


Represented byYear of Lease Expiration

Expiring Leases


(Square Feet)(1)


Leases(1)(2)


Expiring Leases(1)2007


228



802,891


$
10,230,680



9.5
%2008


226



973,222



10,697,271



9.9
%2009


215



1,019,404



10,324,966



9.6
%2010


170



832,513



10,786,696



10.0
%2011


172



1,306,891



14,061,050



13.0
%2012


109



1,385,380



11,261,007



10.4
%2013


73



393,080



6,066,766



5.6
%2014


44



321,762



3,447,419



3.2
%2015


67



493,489



7,231,430



6.7
%2016


84



693,127



9,606,581



8.9
%2017 and Thereafter


64



1,422,235



14,175,293



13.1
%1,452



9,643,994


$
107,889,159



100.0
%     (1)
    
    Excludes 910,035 square
    feet of space occupied under license agreements, vacant or
    vacating as of December 31, 2006.(2)
    
    Annualized base rent is
    calculated using base rents as of December 31,
    2006.    Gross RetailArea


Percent


Average Base Rent PerYear-End

(Square Feet)(1)


Leased


Leased Square Foot(2)December 31, 2006


12,737,995



93.1
%

$
19.07December 31, 2005


13,453,000



92.2
%

$
18.81December 31, 2004


15,294,000



91.4
%

$
19.45December 31, 2003


15,343,000



89.6
%

$
19.84December 31, 2002


15,475,000



89.2
%

$
18.36     (1)
    
    Includes 2,183,966 square
    feet of anchor owned space and 4,459,918 square feet of
    space partially owned by us at December 31, 2006.(2)
    
    Average base rent per leased
    square foot is calculated using specialty store year-end base
    rent figures.  Undeveloped
    Land
   43




---



##### Table of Contents



Property
    Markets
    Geographic
    Concentration of Properties
  Total 2006Total 2006


Discontinued


Total 2006


Percent ofTotal 2006


Unconsolidated


Operations


Consolidated


Total 2006Units


NRA


GRA


Property


Property


Property


Property


PropertyState

(Multifamily)(1)


(Office)(2)


(Retail)(3)


Revenue(4)


Revenue


Revenue


Revenue


RevenueAlabama


4,936



3,039,034



6,023,345


$
145,255,757


$
10,584,111


$
32,085,188


$
102,586,458



22.9
%Arizona


180











5,278,696



4,249,701







1,028,995



0.2
%California


200











32,787



32,787











0.0
%Florida


3,574



6,814,597



1,449,476



136,501,469



16,797,573



12,950,212



106,753,684



23.8
%Georgia


5,704



3,822,292



1,997,709



81,279,875



13,419,932



13,296,117



54,563,826



12.2
%Maryland






154,787







1,097,591



1,097,590











0.0
%Mississippi


498











4,654,113







4,654,113







0.0
%Nevada














2,309,013



2,309,013











0.0
%New Mexico














2,527,876



2,527,876











0.0
%North Carolina


8,571



385,963



850,743



71,214,997



2,663,825



8,716,861



59,834,311



13.4
%South Carolina


2,285







524,142



16,090,019



1,021,833



681,790



14,386,396



3.2
%Tennessee


1,263



532,024



550,589



12,637,473



5,813,535



491,657



6,332,281



1.4
%Texas


7,758



2,178,497



918,024



89,335,190



6,488,258



10,958,540



71,888,392



16.0
%Virginia


3,142







423,967



34,958,635



113,940



4,313,395



30,531,300



6.8
%Total


38,111



16,927,194



12,737,995


$
603,173,491


$
67,119,974


$
88,147,873


$
447,905,643
(5)


100.0
%     (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.(4)
    
    Includes our proportionate share
    of revenue from those multifamily, office and retail properties
    accounted for under the equity method and our share of revenue
    of the properties disposed in 2006.(5)
    
    Excludes construction revenues
    and other non-property related revenue.   44




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##### Table of Contents



Mortgage
    Financing
    Mortgage
    Debt and Notes Payable (dollars
    in thousands)
  Anticipated AnnualPrincipal Balance


Debt Service





Balance Due onProperty (1)

Interest Rate


(as of 12/31/06)


(1/1/07 - 12/31/07)


Maturity Date


MaturityMultifamily
    Properties:CG at Berkeley Lake


7.150
%

$
7,671


$
548



06/15/08


$
7,247CG at Edgewater


6.810
%


20,369



1,387



01/01/11



18,830CG at Hammocks(4)


7.990
%


18,742



1,497



09/01/11



16,195CG at Hunters Creek


7.980
%


18,999



1,516



06/30/10



18,999CG at Hunters Creek


5.980
%(5)


10,066



602



06/30/10



7,405CG at Mt Vernon


7.180
%


12,100



869



02/01/08



11,624CG at Promenade


6.810
%


21,248



1,447



01/01/11



19,643CG at Quarterdeck(4)


7.730
%


9,772



755



07/01/09



8,871CG at River Oaks


5.540
%


10,321



572



09/01/13



8,903CG at River Plantation


7.090
%


10,946



776



10/15/08



10,252CG at Trinity Commons(4)


6.750
%


17,644



1,191



05/01/11



15,584CG at Valley Ranch(4)


5.840
%


24,704



1,443



09/01/14



21,971CG at Wilmington(4)


6.750
%


12,947



874



05/01/11



11,435CV at Bear Creek(4)


7.160
%


3,419



245



07/01/11



2,983CV at Bedford(4)


6.990
%


8,495



594



04/01/11



7,483CV at Canyon Hills(4)


6.990
%


12,667



885



04/01/11



12,667CV at Chase Gayton(4)


7.160
%


15,973



1,144



08/01/11



13,945CV at Deerfield(4)


7.160
%


10,273



736



07/01/11



8,966CV at Greenbrier(4)


6.990
%


12,741



891



04/01/11



11,224CV at Greentree(4)


7.730
%


6,591



509



07/01/09



5,982CV at Hampton Glen(4)


6.680
%


12,597



841



04/01/12



10,913CV at Harbour Club(4)


6.990
%


8,470



592



04/01/11



7,461CV at Highland Hills(4)


6.990
%


14,765



1,032



04/01/11



13,007CV at Huntington(4)


7.970
%


4,827



5,211



09/01/07



4,694CV at Inverness


4.860
%(5)


9,900



481



06/15/26
(2)


9,900CV at Main Park(4)


7.160
%


8,509



609



07/01/11



7,427CV at Marsh Cove(4)


7.730
%


8,017



620



08/01/09



7,265CV at Meadow Creek(4)


7.160
%


9,639



690



07/01/11



8,417CV at North Arlington(4)


7.100
%


8,576



609



07/01/11



7,468CV at Pear Ridge(4)


6.990
%


10,568



739



04/01/11



9,308CV at Pinnacle Ridge(4)


7.160
%


5,032



360



07/01/11



4,391CV at Timber Crest(4)


6.750
%


15,114



1,020



05/01/11



13,349CV at Tradewinds(4)


7.160
%


11,157



799



07/01/11



9,739CV at Waterford(4)


6.980
%


17,028



1,189



01/01/12



14,728CV at Waters Edge(4)


7.730
%


7,061



546



07/01/09



6,409CV at Windsor Place(4)


7.990
%


8,890



710



09/01/11



7,448Cottonwood Crossing(4)


7.160
%


6,087



436



07/01/11



5,312Paces Cove(4)


7.160
%


11,222



803



07/01/11



9,796Summer Tree(4)


6.990
%


7,746



541



04/01/11



6,823Retail
    Properties:Village on the Parkway


5.770
%


47,000



2,712



07/11/11



47,000Other debt:Land Loan


6.130
%(5)


305



19



09/30/08



305Unsecured Credit Facility(3)


5.830
%


85,000



4,956



03/22/08



85,000Term Loan


5.473
%(6)


100,000



5,473



03/22/08



100,000Medium Term Notes


8.800
%


20,000



1,760



02/01/10



20,000Medium Term Notes


8.800
%


5,000



440



03/15/10



5,000 45




---



##### Table of Contents



Anticipated AnnualPrincipal Balance


Debt Service





Balance Due onProperty (1)

Interest Rate


(as of 12/31/06)


(1/1/07 - 12/31/07)


Maturity Date


MaturityMedium 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


7.000
%


175,000



187,250



07/14/07



175,000Senior Unsecured Notes


6.875
%


100,000



6,875



08/15/12



100,000Senior Unsecured Notes


6.150
%


125,000



7,688



04/15/13



125,000Senior Unsecured Notes


4.800
%


100,000



4,800



04/01/11



100,000Senior Unsecured Notes


6.250
%


300,000



18,750



06/15/14



300,000Senior Unsecured Notes


4.750
%


275,000



13,063



02/01/10



275,000Senior Unsecured Notes


5.500
%


325,000



17,875



10/01/15



325,000Senior Unsecured Notes


6.050
%


275,000



16,638



09/01/16



275,000Unamortized Discounts






(5,292
)










(5,292
)TOTAL CONSOLIDATED
    DEBT


6.104
%

$
2,397,906


$
326,220






$
2,351,077     (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,
    CP as an abbreviation for Colonial Promenade, CS as an
    abbreviation for Colonial Shoppes and CV as an abbreviation for
    Colonial Village.(2)
    
    The maturity date noted
    represents the date on which credit enhancement expires for the
    tax-exempt municipal bonds put in place as part of the original
    financing for the property. The stated maturity date for the
    loans is August 1, 2022.(3)
    
    This unsecured credit facility
    bears interest at a variable rate, based on LIBOR plus a spread
    of 80 basis points. The facility also includes a
    competitive bid feature that allows us to convert up to
    $250 million under the line of credit to a fixed rate, for
    a fixed term not to exceed 90 days. At December 31,
    2006, we had $85.0 million outstanding under the
    competitive bid feature.(4)
    
    Represents mortgage or note
    payable assumed in the Cornerstone acquisition.(5)
    
    Represents variable rate
    debt.(6)
    
    Represents floating rate debt
    that has been swapped to a fixed rate of 5.473%.    Companys ShareCompanys


of PrincipalPercentage


Balance


Interest


MaturityUnconsolidated Entity

Ownership


(as of 12/31/06)


Rate


Date(in thousands)Multifamily
    Properties:Mountain Brook, LLC (CG)


15.0
%

$
2,955



5.94
%


10/01/09Inverness Lakes II, LLC (CV)


5.0
%


642



8.11
%


05/01/10Rocky Ridge, LLC (CV)


15.0
%


1,669



5.68
%


10/01/16Bayshore (CG)


25.0
%


4,778



6.85
%


11/01/11Palma Sola (CG)


25.0
%


5,825



5.89
%


04/01/12Cunningham


20.0
%


2,800



5.18
%


06/15/09Colony Woods


10.0
%


1,684



4.55
%


12/01/08Madison at Shoal Run


10.0
%


962



4.65
%


12/01/08Meadows at Brook Highland


10.0
%


1,509



4.65
%


12/01/08Stone Ridge


10.0
%


500



5.50
%


01/01/09Arbors at Windsor Lake


10.0
%


892



5.50
%


01/01/09Merritt at Godley Station


35.0
%


6,701



5.50
%


06/01/25Brentwood (CG)


25.0
%


4,805



5.73
%


01/01/11Hendersonville (CV)


25.0
%


3,584



7.22
%


01/01/11The Grove at Riverchase


20.0
%


3,850



5.05
%


10/01/10CG at Research Park 
    Durham


20.0
%


4,724



5.28
%


10/01/13CG at Huntcliff Village


20.0
%


5,200



5.27
%


03/01/13CV at Matthews Village


25.0
%


3,675



5.80
%


03/29/16CG at Canyon Creek


25.0
%


5,497



6.75
%(1)


03/15/09CG at Belterra


10.0
%


2,000



5.96
%


10/01/16Park Crossing


10.0
%


2,588



5.96
%


12/01/16Regents Park


40.0
%


6,156



8.25
%(1)


09/01/08 46




---



##### Table of Contents



Companys ShareCompanys


of PrincipalPercentage


Balance


Interest


MaturityUnconsolidated Entity

Ownership


(as of 12/31/06)


Rate


Date(in thousands)Deerwood


47.3
%


7,802



8.82
%(1)


10/17/07Office Property:Land Title Building


33.3
%


413



8.10
%


02/01/15Orlando Central Center


15.0
%


8,730



5.35
%


09/30/10St Petersburg Center


15.0
%


11,947



7.57
%(1)


04/09/07Memphis Germantown Center


15.0
%


7,665



5.35
%


09/30/10Atlantic Center Plaza 
    Fixed


15.0
%


11,993



5.49
%


01/01/15Atlantic Center Plaza 
    Floating


15.0
%


1,875



7.37
%(1)


01/01/08Atlanta Chamblee Center


15.0
%


20,550



7.07
%(1)


09/30/07Ravinia  Fixed


15.0
%


12,747



5.26
%


01/01/08Ravinia  Floating


15.0
%


1,950



7.37
%(1)


01/01/08Ravinia  Mezzanine


15.0
%


2,917



9.07
%(1)


09/30/07Atlanta Perimeter Center


15.0
%


2,790



7.07
%(1)


09/30/07Orlando University Center


15.0
%


7,755



5.35
%


09/30/10Orlando Lake Mary Center


15.0
%


6,060



7.07
%(1)


09/30/07Decoverly


15.0
%


3,750



5.35
%


09/30/10Broward Financial


15.0
%


6,951



4.84
%


02/10/08Las Olas


15.0
%


14,732



5.32
%


12/11/14Charlotte University Center


15.0
%


2,790



5.35
%


09/30/10Jacksonville Baymeadows Center


15.0
%


12,840



5.35
%


09/30/10Baymeadows


15.0
%


2,070



5.55
%


06/11/14Westchase


15.0
%


2,278



5.39
%


09/11/14Jacksonville JTB Center


15.0
%


4,320



5.35
%


09/30/10Landstar


15.0
%


3,600



7.57
%(1)


04/09/07McGinnis Park  Fixed


15.0
%


147



8.00
%


04/09/07McGinnis Park  Floating


15.0
%


2,610



7.57
%(1)


04/09/07Post Oak


15.0
%


17,205



7.07
%(1)


09/30/07Signature Place


15.0
%


4,320



7.32
%(1)


02/10/08Colonial Center Mansell 100


15.0
%


3,157



6.15
%


08/01/16Colonial Center Mansell 200


15.0
%


3,033



6.15
%


08/01/16Colonial Center Mansell 300


15.0
%


3,567



6.15
%


08/01/16Colonial Center Mansell 500


15.0
%


3,038



6.15
%


08/01/16Retail Properties:CP Hoover


10.0
%


1,689



5.94
%


01/11/13Glynn Place Mall JV


10.0
%


2,256



5.25
%


12/08/10Valdosta Mall JV


10.0
%


5,160



5.27
%


12/08/15Bel Air Mall JV


10.0
%


12,240



5.30
%


12/08/15Myrtle Beach Mall JV


10.0
%


5,020



7.02
%(1)


12/11/07University Village Mall JV


10.0
%


3,179



6.97
%(1)


12/11/07Greenville Mall JV


10.0
%


4,468



5.29
%


12/08/15Shoppes at Mansell


15.0
%


647



6.15
%


08/01/16Lakeside at Mansell


15.0
%


461



6.15
%


08/01/16CP Smyrna


50.0
%


4,577



6.52
%(1)


12/05/09Colonial Pinnacle Turkey Creek


50.0
%


32,500



6.03
%


09/01/16Parkway Place


45.0
%


26,415



6.32
%(1)


06/28/08Total Unconsolidated
    Debt





$
367,210



6.16
%     (1)
    
    Represents variable rate
    debt. 47




---



##### Table of Contents



Item 3.
    Legal
    Proceedings.    Item 4.
    Submission
    of Matters to a Vote of Security Holders.   48




---



##### Table of Contents



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

High


Low


Distribution2006:First Quarter

$
51.59


$
43.22


$
.680Second Quarter

$
49.40


$
43.45


$
.680Third Quarter

$
50.50


$
46.40


$
.680Fourth Quarter

$
51.69


$
45.86


$
.6802005:First Quarter

$
39.15


$
35.55


$
.675Second Quarter

$
44.24


$
37.45


$
.675Third Quarter

$
47.90


$
42.02


$
.675Fourth Quarter

$
44.63


$
40.60


$
.675      49




---



##### Table of Contents



Item 6.
    Selected
    Financial Data.  Form 10-K. Form 10-K).
  2006


2005


2004


2003


2002(In thousands, except per share data)OPERATING DATATotal revenue

$
496,083


$
414,279


$
248,709


$
213,528


$
202,888Expenses:Depreciation and amortization


153,267



159,473



71,594



57,294



50,743Other operating


235,804



174,214



100,334



82,460



72,743Income from operations


107,012



80,592



76,781



73,774



79,402Interest expense


126,640



124,131



71,491



60,619



58,229Interest income


7,763



4,403



1,048



775



1,251Other income, net


119,962



110,727



12,974



8,039



36,833Income from continuing operations


86,737



50,915



12,637



15,056



38,845Income from discontinued operations


116,743



168,726



41,981



37,206



34,532Dividends to preferred shareholders


20,903



22,391



14,781



15,284



15,565Distributions to preferred
    unitholders


7,250



7,250



7,493



8,875



8,873Net income available to common
    shareholders


180,449



197,250



39,837



32,530



57,812Per share  basic:Income from continuing operations

$
1.40


$
0.75


$
(0.08
)

$
(0.19
)

$
1.05Income from discontinued operations


2.57



4.43



1.55



1.49



1.56Net income per share 
    basic

$
3.97


$
5.18


$
1.47


$
1.30


$
2.61Per share  diluted:Income from continuing operations

$
1.38


$
0.74


$
(0.08
)

$
(0.19
)

$
1.04Income from discontinued operations


2.54



4.39



1.53



1.48



1.54Net income per share 
    diluted

$
3.92


$
5.13


$
1.45


$
1.29


$
2.58Dividends declared per common share

$
2.72


$
2.70


$
2.68


$
2.66


$
2.64BALANCE SHEET DATALand, buildings and equipment, net

$
3,562,954


$
3,888,932


$
2,426,381


$
1,970,699


$
1,947,078Total assets


4,431,777



4,499,258



2,801,343



2,194,927



2,129,856Total long-term liabilities


2,397,906



2,494,350



1,855,787



1,267,865



1,262,193OTHER DATAFunds from operations(1)*

$
215,460


$
177,931


$
137,610


$
123,050


$
128,110
(2)Total market capitalization(3)


5,386,888



5,242,012



3,621,947



2,998,390



2,679,607Cash flow provided by (used in)Operating activities


169,310



154,174



139,241



137,803



141,993Investing activities


136,491



(310
)


(446,035
)


(122,555
)


(99,861
)Financing activities


(248,769
)


(133,974
)


309,449



(13,414
)


(46,025
)Total properties (at end of year)


223



261



153



112



106     (1)
    
    Pursuant to the definition of
    Funds from Operations (FFO) adopted by the Board of Governors of
    the National Association of Real Estate Investment Trusts
    (NAREIT), FFO is calculated by adjusting net income (loss)
    (computed in accordance with GAAP), excluding gains (or losses)
    from sales of depreciated property, plus depreciation and
    amortization, and after adjustments for unconsolidated
    partnerships and joint ventures. Adjustments for unconsolidated
    partnerships and joint ventures are calculated to reflect FFO on
    the same basis.The Company believes that FFO is
    useful to investors because it provides an additional indicator
    of the Companys 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. FFO does not
    represent cash 50




---



##### Table of Contents



generated from operating
    activities determined in accordance with GAAP, and should not be
    considered as an alternative to net cash flows from operating
    activities (determined in accordance with GAAP), as a measure of
    our liquidity, or as an indicator of our ability to make cash
    distributions.(2)
    
    FFO has been revised for the
    year ended 2002 to conform to NAREITs FFO definition. For
    more information, see Item 7 Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Funds from Operations.(3)
    
    Total market capitalization is
    defined as the market value of outstanding common shares of the
    Company and operating partnership units of CRLP, plus preferred
    equity and consolidated debt of the Company. This amount was
    calculated assuming the conversion of 10,579,261, 10,872,568,
    10,372,650, 10,361,034 and 10,788,341 units of minority
    interest in CRLP into the Companys Common Shares as of
    December 31, 2006, 2005, 2004, 2003 and 2002,
    respectively.*
    
    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
  lease-ups, build-to-suit
      As of and for theYear Ended December 31,2006


2005Multifamily PropertiesPhysical Occupancy


95.5
%


95.3
%Same-Property Economic Occupancy(1)


95.5
%


95.4
%End of Month EffectiveRent per Unit per Month

$
825


$
771Capital Expenditures per Unit

$
818


$
682Office PropertiesPhysical Occupancy


94.7
%


92.1
%Base Rent per Square Foot

$
19.25


$
18.62Capital Expenditures per Square Foot

$
3.87


$
3.53Retail PropertiesPhysical Occupancy


93.1
%


90.2
%Base Rent per Square Foot(2)

$
17.94


$
18.02Tenant Gross Sales per Square
    Foot(3)

$
268.35


$
259.14     (1)
    
    Economic Occupancy represents
    scheduled base rents, less vacancy loss, all concessions
    adjusted for straight-line (including but not limited to:
    renewals, move-ins, models, employee units), and bad debts
    divided by scheduled base rents.(2)
    
    Retail Property Base Rent per
    Square Foot excludes anchor tenants and tenants with a leasable
    area greater than 10,000 square feet.(3)
    
    Tenant Gross Sales per Square
    Foot are for mall properties only and excludes tenants with a
    leasable area greater than 10,000 square feet. 51




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##### Table of Contents




    changes in job growth, household formation and population growth
    in our markets;
    changes in interest rates;
    supply and demand for apartment properties in our current
    markets; and
    competition, which could limit our ability to secure attractive
    investment opportunities, lease apartment properties, or
    increase or maintain rents.           52




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##### Table of Contents



Recent
    Activity
               53




---



##### Table of Contents



Form 10-K).
  Comparison
    of the year ended December 31, 2006 to the year ended
    December 31, 2005
  Base rent
  Percentage rent Form 10-K).
  Construction revenues and construction expenses
  Tenant recoveries
  Other property related revenue
  Other non-property related revenue
  Property operating expenses
  Taxes, licenses and insurance
  Property management expenses,
  General and administrative
 54




---



##### Table of Contents



Management fee and other expense
  Depreciation and amortization
  Impairment Form 10-K).
  Interest expense
  Interest income Form 10-K).
  Income from partially-owned entities Form 10-K).
  Gains on hedging activities Form 10-K).
  Gains from sales of property
  Other income (expense)
  Income from discontinued operations
 55




---



##### Table of Contents



Form 10-K).
  Preferred share issuance costs write-off Form 10-K).
  Comparison
    of the year ended December 31, 2005 to the year ended
    December 31, 2004
  Base rent
  Percentage rent Form 10-K).
  Tenant recoveries
  Other property related revenue
  Other non-property related revenue
  Property operating expenses
  Taxes, licenses and insurance
  Property management expense,
  General and administrative
  Management fee and other expense,
 56




---



##### Table of Contents



Depreciation and amortization
  Interest expense
  Interest income
  Income from partially-owned entities
  Gains from sales of property
  Other income (expense)
  Income from discontinued operations Form 10-K).
  Summary
    of Critical Accounting Policies
    Principles of Consolidation No. 04-5,
 57




---



##### Table of Contents



No. 04-5, Form 10-K.
    Land, Buildings, and Equipment
  Useful LivesBuildings

20  40 yearsFurniture and fixtures

5 or 7 yearsEquipment

3 or 5 yearsLand improvements

10 or 15 yearsTenant improvements

Life of lease   Accounting for the
    Impairment or Disposal of Long-Lived Assets. Accounting for Sales of
    Real Estate. 78-9.
    Acquisition of Real Estate
    Assets Business Combinations
 58




---



##### Table of Contents



in-place 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
     59




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##### Table of Contents



Valuation of Receivables
    Notes Receivable
  Derivative Instruments Accounting for Derivative
    Instruments and Hedging Activities variable-rate
    Share-Based Compensation Form 10-K). Share Based Payment Accounting for Stock-Based
    Compensation.
  Revenue Recognition
 60




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##### Table of Contents



Segment Reporting Disclosures about Segments of an
    Enterprise and Related Information.
  Recent
    Accounting Pronouncements
  Accounting for Uncertainty in Income Taxes, an interpretation
    of FASB Statement No. 109
  Fair Value Measurements.
  Employers Accounting for Defined Benefit Pension and
    Other Postretirement Plans, an amendment of FASB Statements
    No. 87, 88, 106, and 132(R). Form 10-K).
  No. 06-8, Applicability of the Assessment of a Buyers Continuing
    Investment under FASB Statement No. 66, Accounting for
    Sales of Real Estate, for Sales of Condominiums. 06-8 states percentage-of-completion 06-8 06-8
  Liquidity
    and Capital Resources
     61




---



##### Table of Contents



Strategic
    Change
    Short-Term
    Liquidity Needs
          Long-Term
    Liquidity Needs
     62




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##### Table of Contents



Investing
    Activities
   63




---



##### Table of Contents



Dividend
    Financing
    Transactions
      Credit
    Ratings
    Rating Agency

Rating(1)


Last updateStandard & Poors


BBB−



December 27, 2006Moodys


Baa3



December 28, 2006Fitch


BBB−



December 15, 2006     (1)
    
    Ratings outlook is
    stable.   64




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##### Table of Contents



Market
    Risk
    Estimated2007


2008


2009


2010


2011


Thereafter


Total


Fair Value(Amounts in thousands)Fixed Rate Debt

$
185,675


$
134,983


$
34,348


$
344,967


$
397,315


$
1,195,932


$
2,293,220


$
2,295,499Average interest rate at
    December 31, 2006


7.0%



5.9%



7.7%



5.4%



6.4%



6.0%



6.1%Variable Debt

$
540


$
85,600


$
720


$
7,926


$



$
9,900


$
104,686


$
104,686Average interest rate at
    December 31, 2006


6.0%



5.6%



6.0%



6.0%







4.9%



5.6%            65




---



##### Table of Contents



Form 10-K).
  Form 10-K).
    Contractual
    Obligations and Other Commercial Commitments
    Contractual
    Obligations
  Total


2007


2008


2009


2010


2011


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

$
2,397,906


$
186,215


$
220,583


$
35,068


$
352,893


$
397,315


$
1,205,832Partially-Owned Entities(1)


367,210



81,673



65,156



14,996



56,355



11,890



137,140Long-Term Debt
    Interest:Consolidated


789,341



140,651



124,243



119,955



103,693



82,036



218,763Partially-Owned Entities(1)


95,945



20,514



13,995



11,936



10,654



7,875



30,971Total

$
3,650,402


$
429,053


$
423,977


$
181,955


$
523,595


$
499,116


$
1,592,706     (1)
    
    Represents the Companys
    pro rata share of principal maturities (excluding net premiums
    and discounts) and interest.  Other
    Commercial Commitments
  Total AmountsCommitted


2007


2008


2009


2010


2011


Thereafter(In thousands)Standby Letters of Credit

$
8,973


$
8,940


$
33


$



$



$



$
Guarantees


63,650



50,000



4,000



8,650











1,000Total Commercial
    Commitments

$
72,623


$
58,940


$
4,033


$
8,650


$



$



$
1,000   Guarantees
    and Other Arrangements
   66




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##### Table of Contents



third-party
  Off-Balance
    Sheet Arrangements
  Form 10-K.
  Outlook
   67




---



##### Table of Contents



Inflation
      Funds
    from Operations
   68




---



##### Table of Contents



2006


2005


2004


2003


2002(In thousands, except per share and unit data)Net income available to common
    shareholders

$
180,449


$
197,250


$
39,837


$
32,530


$
57,812Adjustments (consolidated):Minority interest in CRLP


42,135



56,578



15,202



13,644



28,656Minority interest in gain/(loss) on
    sale of undepreciated property


1,967



5,241











Real estate depreciation


147,898



135,121



90,659



79,006



72,451Real estate amortization


21,915



58,029



9,482



4,367



4,957Consolidated gains/(losses) from
    sales of property, net of income tax


(201,413
)


(288,621
)


(18,473
)


(17,418
)


(40,770
)Gains/(losses) from sales of
    undepreciated property, net of income tax and minority interest


44,502



8,063



3,313



6,995



2,814Marketing fees (prior to 2003)


















1,658Straight-line rents (prior to 2003)


















(2,079
)Adjustments (unconsolidated
    subsidiaries):Real estate depreciation


15,576



7,501



4,562



3,844



2,703Real estate amortization


5,713



969



89



82



67(Gains)/losses from sales of
    property


(43,282
)


(2,200
)


(7,061
)






(580
)Straight-line rents (prior to 2003)


















(35
)Funds from operations

$
215,460


$
177,931


$
137,610


$
123,050


$
127,654Prior period revisions to
    conform to NAREIT FFO definitionConsolidated adjustmentsMarketing fees (prior to 2003)

$



$



$



$



$
(1,658
)Straight-line rents (prior to 2003)


















2,079Unconsolidated subsidiary
    adjustmentsStraight-line rents (prior to 2003)


















35Funds from operations 
    as revised

$
215,460


$
177,931


$
137,610


$
123,050


$
128,110As previously reportedFunds from operations per share and
    unit  basic

$
3.84


$
3.65


$
3.67


$
3.47


$
3.85Funds from operations per share and
    unit  diluted

$
3.80


$
3.62


$
3.64


$
3.45


$
3.82As revisedFunds from operations per share and
    unit  basic

$
3.84


$
3.65


$
3.67


$
3.47


$
3.86Funds from operations per share and
    unit  diluted

$
3.80


$
3.62


$
3.64


$
3.45


$
3.83Weighted average common shares
    outstanding  basic


45,484



38,071



27,121



24,965



22,154Weighted average partnership units
    outstanding  basic(1)


10,678



10,740



10,347



10,451



11,016Weighted average shares and units
    outstanding  basic


56,162



48,811



37,468



35,416



33,170Effect of diluted securities


536



391



341



267



254Weighted average shares and units
    outstanding  diluted


56,698



49,202



37,809



35,683



33,424     (1)
    
    Represents the weighted average
    of outstanding units of minority interest in CRLP. 69




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##### 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                 70




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##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  CONSOLIDATED BALANCE SHEETS
 December 31,


December 31,2006


2005(In thousands, except share data)ASSETSLand, buildings, &
    equipment

$
3,601,883


$
3,974,925Undeveloped land and construction
    in progress


434,196



202,052Less: Accumulated depreciation


(420,374
)


(453,365
)Real estate assets held for sale,
    net


381,445



367,372Net real estate assets


3,997,150



4,090,984Cash and equivalents


87,647



30,615Restricted cash


15,907



8,142Accounts receivable, net


26,138



25,789Notes receivable


61,269



36,387Prepaid expenses


19,519



19,549Deferred debt and lease costs


42,258



50,436Investment in partially-owned
    unconsolidated entities


92,892



123,700Other assets


88,997



113,656Total assets

$
4,431,777


$
4,499,258LIABILITIES AND
    SHAREHOLDERS EQUITYNotes and mortgages payable

$
2,165,884


$
2,274,620Unsecured credit facility


185,000



210,228Mortgages payable related to real
    estate held for sale


47,022



9,502Total long-term liabilities


2,397,906



2,494,350Accounts payable


75,187



74,474Accrued interest


32,469



29,063Accrued expenses


16,558



17,615Other liabilities


26,546



17,709Total liabilities


2,548,666



2,633,211Minority interest:Preferred units


100,000



100,000Common units


289,137



283,240Limited partners interest in
    consolidated partnership


7,406



8,093Total minority interest


396,543



391,333Preferred shares of beneficial
    interest, $.01 par value, 20,000,000 shares authorized:91/4%
    Series C Cumulative Redeemable Preferred Shares of
    Beneficial Interest, liquidation preference $25 per share,
    0 and 2,000,000 shares issued and outstanding at
    December 31, 2006 and 2005, respectively






2081/8%
    Series D Cumulative Redeemable Preferred Shares of
    Beneficial Interest, liquidation preference $25 per
    depositary share, 5,000,000 depositary shares issued and
    outstanding at December 31, 2006 and 2005


5



575/8%
    Series E Cumulative Redeemable Preferred Shares of
    Beneficial Interest, liquidation preference $25 per
    depositary share, 4,190,414 and 5,326,349 depositary shares
    issued and outstanding at December 31, 2006 and 2005,
    respectively


1



1Common shares of beneficial
    interest, $.01 par value, 125,000,000 shares
    authorized; 51,768,059 and 50,637,973 shares issued at
    December 31, 2006 and 2005, respectively


518



506Additional paid-in capital


1,644,699



1,684,853Cumulative earnings


957,919



747,186Cumulative distributions


(957,705
)


(803,133
)Treasury shares, at cost;
    5,623,150 shares at December 31, 2006 and 2005


(150,163
)


(150,163
)Accumulated other comprehensive loss


(8,706
)


(915
)Deferred compensation on restricted
    shares






(3,646
)Total shareholders equity


1,486,568



1,474,714Total liabilities and
    shareholders equity

$
4,431,777


$
4,499,258    71




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##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
  For the Year EndedDecember 31,


December 31,


December 31,2006


2005


2004(In thousands, except share and per share data)Revenue:Base rent

$
389,194


$
345,931


$
200,694Base rent from affiliates


2,547



2,486



1,675Percentage rent


1,172



3,180



2,434Tenant recoveries


23,105



30,911



25,497Construction revenues


30,484







Other property related revenue


31,888



23,832



13,247Other non-property related revenue


17,693



7,939



5,162Total revenue


496,083



414,279



248,709Operating expenses:Property operating expenses


107,042



93,918



51,893Taxes, licenses, and insurance


51,444



43,556



22,750Construction expenses


29,411







Property management expenses


12,590



12,615



5,859General and administrative expenses


21,045



19,406



15,845Management fee and other expense


12,672



4,719



3,987Depreciation


133,692



111,180



63,971Amortization


19,575



48,293



7,623Impairment


1,600







Total operating expenses


389,071



333,687



171,928Income from operations


107,012



80,592



76,781Other income (expense):Interest expense


(126,640
)


(124,131
)


(71,491
)Interest income


7,763



4,403



1,048Income (loss) from partially-owned
    unconsolidated entities


34,823



910



8,531Gains on hedging activities


5,535



886



387Gains from sales of property, net
    of income taxes of $3,416, $4,792 and $0 for 2006, 2005 and
    2004, respectively


80,434



106,482



4,747Other


(830
)


2,449



(691
)Total other expense


1,085



(9,001
)


(57,469
)Income before minority interest
    and discontinued operations


108,097



71,591



19,312Minority interest in
    CRLP  common unitholders


(14,876
)


(8,181
)


818Minority interest in
    CRLP  preferred unitholders


(7,250
)


(7,250
)


(7,493
)Minority interest of limited
    partners


766



(5,245
)


Income from continuing
    operations


86,737



50,915



12,637Income from discontinued operations


25,614



35,570



43,519Gain on disposal of discontinued
    operations, net of income taxes of $8,554, $0 and $0 for 2006,
    2005 and 2004, respectively


120,979



182,138



14,763Minority interest in CRLP from
    discontinued operations


(27,259
)


(48,397
)


(16,020
)Minority interest of limited
    partners in discontinued operations


(2,591
)


(585
)


(281
)Income from discontinued
    operations


116,743



168,726



41,981Net income


203,480



219,641



54,618Dividends to preferred shareholders


(20,903
)


(22,391
)


(14,781
)Preferred share issuance costs
    write-off


(2,128
)






Net income available to common
    shareholders

$
180,449


$
197,250


$
39,837Net income per common
    share  basic:Income from continuing operations

$
1.40


$
0.75


$
(0.08
)Income from discontinued operations


2.57



4.43



1.55Net income per common
    share  basic

$
3.97


$
5.18


$
1.47Net income per common
    share  diluted:Income from continuing operations

$
1.38


$
0.74


$
(0.08
)Income from discontinued operations


2.54



4.39



1.53Net income per common
    share  diluted

$
3.92


$
5.13


$
1.45Weighted average common shares
    outstanding  basic


45,484



38,071



27,121Weighted average common shares
    outstanding  diluted


46,020



38,462



27,462Net income

$
203,480


$
219,641


$
54,618Other comprehensive income (loss):Unrealized income (loss) on cash
    flow hedging activities


(3,029
)


1,290



(245
)Change in additional minimum
    pension liability


239



(239
)


Comprehensive income

$
200,690


$
220,692


$
54,373    72




---



##### Table of Contents



COLONIAL
    PROPERTIES TRUST
    CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
 For the Years Ended December 31, 2006, 2005, 2004Preferred Shares


Common Shares














Deferred


Accumulatedof Beneficial


of Beneficial


Additional











Compensation


Other


TotalInterest


Interest


Paid-In


Cumulative


Cumulative


Treasury


on Restricted


Comprehensive


ShareholdersShares


Par Value


Shares


Par Value


Capital


Earnings


Distributions


Shares


Shares


Loss


Equity(In thousands, except per share data)Balance December 31, 2003


2,500


$
25



32,017


$
320


$
873,342


$
458,184


$
(576,095
)

$
(150,163
)

$
(2,159
)

$
(1,721
)

$
601,733Distributions on common shares
    ($2.68 per share)


























(72,524
)














(72,524
)Distributions on preferred shares


























(14,781
)














(14,781
)Distributions on preferred units of
    Colonial Realty Limited Partnership


























(7,493
)














(7,493
)Income before preferred unit
    distributions






















62,111



















62,111Issuance of Restricted Common
    Shares of Beneficial Interest










28







1,061















(1,061
)






Amortization of deferred
    compensation


































1,348







1,348Issuance of common shares of
    beneficial interest through the Companys dividend
    reinvestment plan and Employee Stock Purchase Plan










789



8



29,383























29,391Issuance of common shares of
    beneficial interest through options exercised










344



3



10,350























10,353Issuance of common shares of
    beneficial interest through conversion of units from Colonial
    Realty Limited Partnership










45



1



995























997Unrealized Loss on derivative
    financial instruments






































(245
)


(245
)Adjustments to minority interest in
    Colonial Realty Limited Partnership at dates of capital
    transactions


















(5,863
)






















(5,863
)Balance December 31, 2004


2,500


$
25



33,223


$
332


$
909,269


$
520,295


$
(670,894
)

$
(150,163
)

$
(1,872
)

$
(1,966
)

$
605,026Distributions on common shares
    ($2.70 per share)


























(102,597
)














(102,597
)Distributions on preferred shares


























(22,391
)














(22,391
)Distributions on preferred units of
    Colonial Realty Limited Partnership


























(7,251
)














(7,251
)Income before preferred unit
    distributions






















226,891



















226,891Issuance of Restricted Common
    Shares of Beneficial Interest










153



2



4,317















(4,319
)






Amortization of deferred
    compensation


































2,545







2,545Public offering of common shares of
    beneficial interest, net of offering costs of $9,457










4,500



45



187,370























187,415Issuance of common shares of
    beneficial interest  Cornerstone Merger, net of
    issuance costs of $1,491










11,277



113



462,234























462,347Issuance of preferred shares of
    beneficial interest  Cornerstone Merger, net of
    issuance costs of $412


53



1











132,746























132,747Issuance of common shares of
    beneficial interest through the Companys dividend
    reinvestment plan and Employee Stock Purchase Plan










1,143



12



51,187























51,199Issuance of common shares of
    beneficial interest through options exercised










264



3



4,983























4,986Issuance of common shares of
    beneficial interest through conversion of units from Colonial
    Realty Limited Partnership










78



1



1,987























1,988Unrealized gain on derivative
    financial instruments






































1,290



1,290Change in the additional minimum
    pension liability






































(239
)


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


















(69,240
)






















(69,240
)Balance 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
)

$
1,486,568    73




---



##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  For the Years Ended December 31, 2006, 2005, 20042006


2005


2004(In thousands)Cash flows from operating
    activities:Net income

$
203,480


$
219,641


$
54,618Adjustments to reconcile net income
    to net cash provided by operating activities:Depreciation and amortization


166,628



194,300



105,333Loss (Income) from partially-owned
    unconsolidated entities


(34,823
)


1,695



(7,898
)Distributions of income from
    partially-owned unconsolidated entities


9,370



3,942



Minority interest in CRLP


42,135



59,975



15,202Gains from sales of property


(213,383
)


(295,648
)


(20,308
)Distributions on preferred units of
    CRLP


7,250



7,251



7,493Impairment


1,600







Other, net


5,450



(5,942
)


1,193Decrease (increase) in:Restricted cash


(7,765
)


(5,809
)


(454
)Accounts receivable


(1,341
)


(5,485
)


(9,027
)Prepaid expenses


(2,000
)


(4,864
)


1,940Other assets


(12,450
)


(25,333
)


(19,563
)Increase (decrease) in:Accounts payable


2,229



19,575



8,358Accrued interest


3,406



7,619



2,889Accrued expenses and other


2,010



(16,743
)


(535
)Net cash provided by operating
    activities


171,796



154,174



139,241Cash flows from investing
    activities:Acquisition of properties


(350,306
)


(655,356
)


(325,748
)Development expenditures paid to
    non-affiliates


(309,923
)


(164,948
)


(89,847
)Development expenditures paid to
    affiliates


(59,165
)


(41,597
)


(23,331
)Tenant improvements


(26,133
)


(27,373
)


(22,991
)Capital expenditures


(36,509
)


(42,468
)


(17,656
)Issuance of notes receivable


(40,549
)


(31,724
)


1,598Repayments of notes receivable


17,179



403



Proceeds from sales of property,
    net of selling costs


865,918



1,053,043



59,702Direct costs of Cornerstone Merger






(35,016
)


Distributions from partially-owned
    unconsolidated entities


92,242



6,536



35,026Capital contributions to
    partially-owned unconsolidated entities


(17,336
)


(61,810
)


(62,788
)Net cash provided by (used in)
    investing activities


135,418



(310
)


(446,035
)Cash flows from financing
    activities:Proceeds from common shares
    issuances, net of expenses paid






187,415



Principal reductions of debt


(260,594
)


(852,189
)


(151,151
)Proceeds from additional borrowings


274,011



662,263



516,794Net change in revolving credit
    balances and overdrafts


(24,656
)


(16,851
)


34,035Dividends paid to common and
    preferred shareholders, and distributions to preferred
    unitholders


(152,489
)


(132,239
)


(94,799
)Distributions to common unitholders
    minority interest partners


(28,976
)


(30,067
)


(27,950
)Proceeds from dividend
    reinvestments, including stock options exercised


27,475



56,185



39,745Redemption of Preferred
    Series C shares


(50,083
)






Redemption of Preferred
    Series E shares


(28,444
)






Other financing activities, net


(6,426
)


(8,491
)


(7,225
)Net cash provided by (used in)
    financing activities


(250,182
)


(133,974
)


309,449Increase in cash and cash
    equivalents


57,032



19,890



2,655Cash and cash equivalents,
    beginning of period


30,615



10,725



8,070Cash and cash equivalents, end of
    period

$
87,647


$
30,615


$
10,725Supplemental disclosures of cash
    flow information:Cash paid during the year for
    interest, including amounts capitalized

$
141,839


$
130,737


$
83,237Cash paid during the year for
    income taxes

$
17,513


$
5,155


$
455Supplemental disclosure of non cash
    transactions:Cash flow hedging activities


(3,029
)


1,290



(245
)    74




---



##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE
    YEARS ENDED DECEMBER 31, 2006, 2005 AND 2004
  1.
    Organization
    and Basis of Presentation  Organization self-administered self-managed
  Strategic Plan
  Federal Income Tax Status
    Principles Of Consolidation
  No. 04-5, No. 04-5,
 75




---



##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      2.
    Summary
    of Significant Accounting Policies  Land, Buildings, and Equipment
  Useful LivesBuildings


20 - 40 yearsFurniture and fixtures


5 or 7 yearsEquipment


3 or 5 yearsLand improvements


10 or 15 yearsTenant improvements


Life of lease   Accounting for the Impairment or Disposal of
    Long-Lived Assets. Accounting for Sales of Real
    Estate. 78-9.
    Acquisition of Real Estate Assets Business
    Combinations
 76




---



##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  in-place No. 98-3, Determining Whether a Non-monetary Transaction Involves
    Receipt of Productive Assets or of a Business.
      lease-up lease-up
      in-place
 77




---



##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Undeveloped Land and Construction in Progress
    out-of-service
  Cash and Equivalents
    Restricted Cash
  Valuation of Receivables
    Notes Receivable
 78




---



##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Deferred Debt and Lease Costs
  Derivative Instruments Accounting for Derivative
    Instruments and Hedging Activities
    Share-Based Compensation Share Based Payment Accounting for
    Stock-Based Compensation
 79




---



##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Revenue Recognition
      Net Income Per Share
  Self Insurance Accruals
  Use of Estimates
  Segment Reporting Disclosures about Segments of an
    Enterprise and Related Information
  Recent
    Accounting Pronouncements
  Accounting for Uncertainty in Income Taxes, an interpretation
    of FASB Statement No. 109.
  Fair Value Measurements.
  Employers Accounting for Defined Benefit Pension and
    Other Postretirement Plans, an amendment of FASB Statements
    No. 87, 88, 106, and 132(R)
 80




---



##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    No. 06-8, Applicability of the Assessment of a Buyers Continuing
    Investment under FASB Statement No. 66, Accounting for
    Sales of Real Estate, for Sales of Condominiums. 06-8 states percentage-of-completion 06-8 06-8
  3.
    Merger
    with Cornerstone Realty Income Trust      
    a number of Colonial common shares equal to the common share
    conversion rate, which was calculated as 0.2581; or
    a number of Colonial
    75/8%
    Series E preferred depositary shares, $25.00 liquidation
    preference per depositary share, equal to the preferred
    depositary share conversion rate, which was calculated as 0.4194;  Form S-4 No. 333-121675).
    (In thousands)Issuance of 11,277,358 Colonial
    common shares to Cornerstone shareholders

$
462,347Issuance of 5,326,349 Colonial
    Series E preferred depositary shares to Cornerstone
    shareholders


132,747Issuance of 578,358 CRLP common
    units


23,788Fees and other expenses related to
    the merger


35,016Total purchase price


653,898Assumption of Cornerstones
    notes and mortgages payable at book value


836,985Adjustment to record
    Cornerstones notes and mortgages at fair value


50,880
(1)Assumption of Cornerstones
    accounts payable and other liabilities at fair value


34,380Total purchase price and assumed
    liabilities

$
1,576,143     (1)
    
    The fair value adjustment of
    $50.9 million to account for the difference between the
    fixed rates and market rates for the Cornerstone borrowings
    include $26.8 million for prepayment penalties on debt
    retired during 2005. 81




---



##### Table of Contents



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

$
1,246,019Furniture and fixtures


14,613Fair value of depreciable real
    estate assets


1,260,632Land


230,768Undeveloped land and construction
    in progress


3,995In place lease value


45,658Customer relationships


5,068Other assets, including cash
    (excluding in-place lease values)


21,121Investments in partially owned
    entities


8,901Total purchase price

$
1,576,143     (In thousands)Real estate assets acquired

$
1,460,380Assumption of notes and mortgages


836,985Operating assets acquired


21,121Operating liabilities acquired


34,380Fair value of adjustments on notes
    and mortgages


50,880Investments in partially owned
    entities acquired


8,901Intangible assets acquired


50,726Issuance of common shares of
    beneficial interest


462,347Issuance of preferred shares of
    beneficial interest


132,747Issuance of common units of
    operating partnership


23,788Cash flow hedging activities


812  82




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##### Table of Contents



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


Twelve MonthsEnded December 31,


Ended December 31,2005(1)


2004In thousands, except per share dataTotal revenue

$
528,224


$
447,843Net income available to common
    shareholders

$
240,393


$
(17,264
)Net income per common
    share  dilutive

$
5.86


$
(0.45
)     (1)
    
    One time merger costs of
    $9.1 million expensed by Cornerstone have been excluded
    from the pro forma net income to common shareholders for the
    twelve months ended December 31, 2005.  4.
    Property
    Acquisitions and Dispositions  Property
    Acquisitions
      EffectiveLocation


Acquisition Date


Units/Square Feet(Unaudited)Multifamily
    Properties:Colonial 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



264Colonial Grand at Bear Creek


Fort Worth, TX



August 18, 2005



436Colonial Grand at Barrett Creek


Atlanta, GA



August 31, 2005



332Colonial Grand at Bellevue


Nashville, TN



November 29, 2005



349Colonial Grand at Crabtree Valley


Raleigh, NC



November 29, 2005



210Colonial Grand at Mallard Lake


Charlotte, NC



November 29, 2005



302 83




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##### Table of Contents



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


Acquisition Date


Units/Square Feet(Unaudited)Colonial Grand at Shelby Farms


Memphis, TN



November 29, 2005



296Colonial Grand at Arringdon


Raleigh, NC



February 12, 2004



320Colonial Grand at Berkeley Lake


Atlanta, GA



June 1, 2004



180Colonial Grand at Mt. Vernon


Atlanta, GA



June 1, 2004



213Colonial Grand at River Oaks


Atlanta, GA



June 1, 2004



216Colonial Grand at River Plantation


Atlanta, GA



June 1, 2004



232Colonial Grand at Sugarloaf


Atlanta, GA



June 1, 2004



250Colonial Village at Sierra Vista


Austin, TX



September 10, 2004



232Colonial Grand at Seven Oaks


Tampa, FL



September 30, 2004



318Colonial Grand at Beverly Crest


Charlotte, NC



October 29, 2004



300Colonial Grand at Patterson Place


Durham, NC



October 29, 2004



252Colonial Grand at McGinnis Ferry


Atlanta, GA



December 7, 2004



434Office Properties:Colonial Place I & II


Tampa, FL



January 31, 2005



371,000Research Park Office Center IV


Huntsville, AL



February 1, 2005



59,900Colonial Center at Bayside


Tampa, FL



April 15, 2005



213,800Colonial Bank Centre


Miami, FL



April 27, 2005



235,500Research Park Plaza III &
    IV


Austin, TX



June 30, 2005



357,700Esplanade


Charlotte, NC



July 14, 2005



201,900Colonial Center Heathrow 1001


Orlando, FL



July 20, 2005



192,200The Peachtree(2)


Atlanta, GA



August 31, 2005



310,900DRS Building


Huntsville, AL



February 12, 2004



215,500Research Park Office Center


Huntsville, AL



October 22, 2004



176,600Retail Properties:Colonial Promenade Portofino


Houston, TX



January 13, 2005



372,500Colonial Pinnacle Kingwood Commons


Houston, TX



April 8, 2004



164,356Village on the Parkway(1)


Dallas, TX



June 18, 2004



381,166Colonial Shoppes College Parkway


Ft. Myers, FL



August 2, 2004



78,879Colonial Promenade Deerfield Mall


Deerfield Beach, FL



August 2, 2004



378,745Colonial Shoppes Pines Plaza


Pembroke Pines, FL



August 2, 2004



68,170Colonial Promenade Boulevard Square


Pembroke Pines, FL



September 10, 2004



220,656     1)
    
    All acquisitions are 100% owned
    by the Company, with the exception of Village on the Parkway,
    which is 90% owned by the Company.2)
    
    In January 2006, the Company
    acquired an additional 50,000 square feet of condominium
    interests in The Peachtree.    84




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##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  2006


2005


2004(In thousands)Assets purchased:Land, buildings, and equipment

$
348,545


$
625,616


$
481,890Other assets


3,796



43,054



38,818352,341



668,670



520,708Notes and mortgages assumed


0



(5,415
)


(186,265
)Other liabilities assumed or
    recorded


(2,035
)


(7,899
)


(8,695
)Cash paid

$
350,306


$
655,356


$
325,748       ***** Pro Forma (Unaudited) *****Twelve Months


Twelve MonthsEnded December 31,


Ended December 31,2006


2005In thousands, except per share dataTotal revenue

$
518,728


$
451,271Net income available to common
    shareholders

$
183,581


$
201,124Net income per common
    share  dilutive

$
3.99


$
5.23   Property
    Dispositions  Continuing Operations
       85




---



##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
           For-Sale
    Projects
    Twelve Months EndedDecember 31,2006


2005(Amounts in thousands)Condominium conversion revenues

$
117,732


$
79,322Condominium conversion costs


(86,614
)


(65,976
)Gains on condominium conversion
    sales, before minority interest and income taxes


31,118



13,346For-sale residential revenues


12,513



For-sale residential costs


(9,683
)


Gains on for-sale residential
    sales, before minority interest and income taxes


2,830



Minority interest


(1,967
)


(5,245
)Provision for income taxes


(9,825
)


(3,660
)Gains on condominium conversion and
    for-sale residential sales, net of minority interest and income
    taxes

$
22,156


$
4,441  86




---



##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Property
    Dispositions  Discontinued Operations
       87




---



##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Accounting for the
    Impairment or Disposal of Long-Lived Assets
  Units/SquareProperty

Location

Date


Feet(Unaudited)MultifamilyThe 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



736Colonial Village at Ashley
    Plantation

Bluffton, SC


March 2005



414Colonial Village at Gainesville

Gainesville, FL


March 2005



560Colonial Grand at Galleria Woods

Birmingham, AL


March 2005



244Colonial Village at TownPark

Sarasota, FL


March 2005



272Colonial Village at Walton Way

Augusta, GA


March 2005



256Colonial Grand at Wesleyan

Macon, GA


March 2005



328Colonial Village at Lake Mary

Orlando, FL


May 2005



504Bridgetown Bay

Charlotte, NC


May 2005



120Devonshire

Dallas, TX


May 2005



144Dunwoody Springs

Atlanta, GA


May 2005



350Caryle Club

Atlanta, GA


May 2005



243Aspen Hills

Dallas, TX


May 2005



240Ashley Run

Atlanta, GA


June 2005



348Arbors on Forest Ridge

Fort Worth, TX


October 2005



210Cutters Point

Dallas, TX


October 2005



196Eagle Crest

Dallas, TX


October 2005



484Sierra Ridge

San Antonio, TX


October 2005



230Timberglen

Dallas, TX


October 2005



304Toscana

Dallas, TX


October 2005



192Silverbrook

Fort Worth, TX


October 2005



642The Meridian

Austin, TX


October 2005



200The Landing

Raleigh, NC


December 2005



200Colonial Village at Vernon Marsh

Savannah, GA


October 2004



178OfficeColonial Bank Centre

Miami, FL


September 2006



235,500Interstate Park

Montgomery, AL


November 2006



227,000Village at Roswell Summit

Atlanta, GA


July 2004



25,500 88




---



##### Table of Contents



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

Location

Date


Feet(Unaudited)Retail(1)Colonial Mall Gadsden

Gadsden, AL


March 2005



517,000Colonial Mall Temple

Temple, TX


April 2005



555,600Colonial Mall Macon

Macon, GA


July 2005



1,446,600Colonial Mall Burlington

Burlington, NC


July 2005



419,200Colonial Promenade University Park I

Orlando, FL


March 2004



215,600Colonial Shoppes at Stanley

Locust, NC


July 2004



47,100Colonial Shoppes at Inverness

Birmingham, AL


September 2004



28,200     (1)
    
    Square footage includes
    anchor-owned square footage.       89




---



##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Year Ended December 31,2006


2005


2004(Amounts in thousands)Property revenues:Base rent

$
72,974


$
113,774


$
103,501Percentage rent


851



1,127



1,561Tenant recoveries


7,130



10,986



15,734Other revenue


7,193



17,062



10,824Total revenues


88,148



142,949



131,620Property operating and maintenance
    expense


35,919



58,879



46,898Depreciation


15,195



24,750



27,649Amortization


3,159



9,565



1,824Total operating expenses


54,273



93,194



76,371Interest expense


(7,723
)


(14,060
)


(11,912
)Interest income


24



61



18Other


(562
)


(186
)


164Income from discontinued operations
    before net gain on disposition of discontinued operations


25,614



35,570



43,519Net gain on disposition of
    discontinued operations


120,979



182,138



14,763Minority interest in CRLP from
    discontinued operations


(27,259
)


(48,397
)


(16,020
)Minority interest to limited
    partners


(2,591
)


(585
)


(281
)Income from discontinued operations

$
116,743


$
168,726


$
41,981   5.
    Land,
    Buildings and Equipment    Useful Lives


2006


2005(In thousands)Buildings


20 to 40 years


$
2,709,904


$
3,001,370Furniture and fixtures


5 or 7 years



84,137



78,094Equipment


3 or 5 years



31,038



33,603Land improvements


10 or 15 years



182,307



172,953Tenant improvements


Life of lease



155,626



177,9383,163,012



3,463,958Accumulated depreciation






(420,374
)


(453,365
)2,742,638



3,010,593Real estate assets held for sale,
    net






381,445



367,372Land






438,871



510,967$
3,562,954


$
3,888,932   6.
    Undeveloped
    Land and Construction in Progress   90




---



##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Books-A-Million,
    TotalUnits/








CostsSquare


Estimated


Estimated


CapitalizedFeet(1)


Completion


Total Costs


to Date(Unaudited)





(In thousands)


(In thousands)Multifamily Projects:Colonial Grand at Round Rock


422



2007


$
34,500


$
34,101Colonial Grand at Huntersville


250



2007



26,100



5,768Colonial Grand at Double Creek


300



2008



31,800



4,853Colonial Grand at Ayrsley


368



2008



34,900



7,200Colonial Grand at Traditions


324



2008



41,400



6,629Colonial Grand at Shelby
    Farms II


154



2008



13,400



1,352Colonial Grand at Sweetwater


195



2008



23,500



5,376Colonial Grand at Ridell Ranch


376



2008



34,300



3,723Colonial Grand at Randal Park


600



2010



75,900



7,503Office Projects:Northrop Grumman


110,000



2007



17,300



12,750Colonial Center TownPark 300


150,000



2007



20,600



15,574Colonial Brookwood Center


169,000



2007



40,300



18,237Metropolitan(2)


155,000



2008



35,200



5,499Retail Projects:Colonial Pinnacle Craft Farms I


376,000



2007



42,500



22,880Colonial Pinnacle Tutwiler
    Farm II


85,000



2007



15,100



7,953Colonial Promenade Alabaster II


354,000



2007



21,200



9,558Colonial Promenade Fultondale


360,000



2008



24,800



6,616Colonial Promenade Tannehill


373,000



2008



41,000



19,161Metropolitan(2)


189,000



2008



52,800



7,053Colonial Pinnacle Craft
    Farms II


67,000



2009



13,500



9,843For-Sale Projects:Regatta at James Island


212



2007



25,000



23,878Colonial Traditions at Gulf Shores
    (Lots)


371



2007



21,000



20,474Southgate on Fairview


47



2007



16,500



3,708The Renwick


85



2007



24,300



10,826Cypress Village (Townhouse
    Units & Lots)


196



2007



60,300



43,183Grander


30



2007



16,600



12,723Spanish Oaks (Lots)


200



2007



9,800



7,562Metropolitan(2)


98



2008



41,200



4,135 91




---



##### Table of Contents



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








CostsSquare


Estimated


Estimated


CapitalizedFeet(1)


Completion


Total Costs


to Date(Unaudited)





(In thousands)


(In thousands)Other Projects and Undeveloped
    Land:TownPark Land and Infrastructure














15,443Heathrow Land and Infrastructure














12,704Land & Other














67,931Total Consolidated Construction
    in Progress













$
434,196     (1)
    
    Square footage includes
    anchor-owned square footage.(2)
    
    This project is part of a
    mixed-use development.    7.
    Investment
    in Partially Owned Entities and Other Arrangements  Investments
    in Consolidated Partially Owned Entities
    384-unit 273-unit
 92




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##### Table of Contents



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


2006


2005(In thousands)Multifamily:Arbors at Windsor Lake, Columbia, SC


10.00
%

$
614


$
716Belterra, Ft. Worth, TX


10.00
%


944



Carter Regents Park, Atlanta, GA


40.00
%


6,231



3,000CG at Canyon Creek, Austin, TX


25.00
%


1,416



CG at Huntcliff Village, Atlanta, GA


20.00
%


2,327



CG at Research Park, Durham, NC


20.00
%


1,247



1,570CMS/Colonial Joint Venture I


15.00
%


498



944CMS/Colonial Joint Venture II


(1
)


(252
)


597CMS Florida


25.00
%


1,072



2,721CMS Tennessee


25.00
%


1,234



2,377CV at Matthews, Charlotte, NC


25.00
%


1,059



DRA Alabama


10.00
%


2,311



2,403DRA Cunningham, Austin, TX


20.00
%


1,053



1,111DRA Southwest Partnership


23.00
%


495



18,044DRA The Grove at Riverchase,
    Birmingham, AL


20.00
%


1,552



1,788Heritage at Deerwood, Jacksonville,
    FL


47.00
%(2)


4,765



Merritt at Godley Station, Pooler,
    GA


35.00
%


3,169



3,188Park Crossing, Fairfield, CA


10.00
%


1,000



Stone Ridge, Columbia, SC


10.00
%


492



49731,227



38,956Office:600 Building Partnership,
    Birmingham, AL


33.33
%


50



11Douglas HCI, Coral Gables, FL


25.00
%(3)






5,807Colonial Center Mansell Joint
    Venture


15.00
%


2,513



DRA/Colonial Office Joint Venture


15.00
%


38,069



46,89640,632



52,714Retail:Colonial Promenade Madison,
    Huntsville, AL


25.00
%


2,308



2,255Colonial Promenade Smyrna, Smyrna,
    TN (Development)


50.00
%


2,393



GPT/Colonial Retail JV


10.00
%(4)


(3,068
)


(2,311
)Highway 150, LLC, Birmingham, AL


10.00
%


70



80Parkway Place Limited Partnership,
    Huntsville, AL


45.00
%


11,012



12,984Parkside Drive LLC, Knoxville, TN


50.00
%


7,178



18,98719,893



31,995Other:Heathrow, Orlando, FL


50.00
%


1,106



Colonial/Polar-BEK Management
    Company, Birmingham, AL


50.00
%


34



351,140



35$
92,892


$
123,700     (1)
    
    The CMS/Colonial Joint
    Venture II holds one property in which the Company has a
    15% partnership interest and one in which the Company has a 5%
    partnership interest. 93




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##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (2)
    
    During 2006, Heritage at
    Deerwood reorganized such that the Companys lending
    relationship changed to an equity investment.(3)
    
    The Companys interest in
    Douglas HCI was sold in connection with the disposal of the
    Companys interest in Colonnade Properties, LLC.(4)
    
    Amount includes the value of the
    Companys investment of approximately $6.7 million,
    offset by the Companys basis difference on the transaction
    of approximately $9.8 million, which is being amortized
    over the life of the properties.  358-unit
  370-unit
      176-unit 312-unit 160-unit 240-unit
    266-unit
 94




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##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Class-A low-rise Class-A
    288-unit
  200-unit
        125-unit 776-unit
 95




---



##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     370-unit
    345-unit
  third-party
    326-unit
 96




---



##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      December 31,2006


2005(In thousands)Balance SheetAssetsLand, building, &
    equipment, net

$
2,414,827


$
2,631,923Construction in progress


80,347



40,762Other assets


273,159



364,214Total assets

$
2,768,333


$
3,036,899Liabilities and Partners
    EquityNotes payable(1)

$
2,115,048


$
2,312,003Other liabilities


48,517



62,184Partners Equity


604,768



662,712Total liabilities and
    partners capital

$
2,768,333


$
3,036,899   2006


2005


2004Statement of
    Operations(for the
    year ended)Revenues

$
380,280


$
168,108


$
72,187Operating expenses


(155,845
)


(70,155
)


(30,055
)Interest expense


(143,862
)


(55,886
)


(20,323
)Depreciation, amortization and other


87,613



(49,711
)


(3,319
)Net income

$
168,186


$
(7,644
)

$
18,490     (1)
    The Companys portion of indebtedness, as calculated
    based on ownership percentage, at December 31, 2006 and
    2005 is $367.2 million and $373.1 million,
    respectively.  8.
    Segment
    Information   97




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##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Year Ended2006


2005


2004(In thousands)Revenues:Segment Revenues:Multifamily

$
320,519


$
279,744


$
123,396Office


172,368



133,368



98,680Retail


110,287



159,460



169,126Total Segment Revenues


603,174



572,572



391,202Partially-owned subsidiaries


(67,120
)


(30,332
)


(18,194
)Construction Revenues


30,484







Unallocated corporate revenues


17,693



7,939



5,162Discontinued operations property
    revenues


(88,148
)


(135,900
)


(129,461
)Total Consolidated Revenues

$
496,083


$
414,279


$
248,709NOI:Segment NOI:Multifamily

$
190,838


$
166,972


$
75,280Office


112,616



90,275



69,947Retail


79,321



112,103



118,366Total Segment NOI


382,775



369,350



263,593Partially-owned subsidiaries


(40,249
)


(17,784
)


(10,611
)Unallocated corporate revenues


17,693



7,939



5,162Discontinued operations property NOI


(52,229
)


(84,070
)


(84,722
)Construction NOI


1,073







Property management expenses


(12,590
)


(12,615
)


(5,859
)General and administrative expenses


(21,045
)


(19,406
)


(15,845
)Management fee and other expenses


(12,672
)


(4,719
)


(3,987
)Depreciation


(133,692
)


(111,180
)


(63,971
)Amortization


(19,575
)


(48,293
)


(7,623
)Impairment


(1,600
)






Other


(877
)


1,370



644Income from operations


107,012



80,592



76,781Total other expense(1)


1,085



(9,001
)


(57,469
)Income before minority interest and
    discontinued operations

$
108,097


$
71,591


$
19,312(in thousands)Assets:Divisional Assets:Multifamily

$
2,539,367


$
2,504,372Office


799,089



960,489Retail


663,216



790,827Total Divisional Assets


4,001,672



4,255,688Unallocated corporate assets(2)


430,105



243,570$
4,431,777


$
4,499,258     (1)
    Includes interest expense of $126,640, $124,131 and $71,491;
    income from partially-owned unconsolidated entities of $34,823,
    $910 and $8,531; and gains from sales of property, net of income
    taxes of $80,434, $106,482 and $4,747 for 2006, 2005 and 2004
    respectively.(2)
    Includes the Companys investment in joint ventures of
    $92,892 and $123,700 as of December 31, 2006 and 2005,
    respectively (see Note 7). 98




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##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   9.
    Notes and
    Mortgages Payable    2006


2005(in thousands)Unsecured credit facility

$
185,000


$
210,228Mortgages and other notes:2.00% to 6.00%


801,991



930,4536.01% to 7.50%


1,288,307



1,143,6957.51% to 9.00%


122,608



209,974$
2,397,906


$
2,494,350                99




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##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          (In thousands)2007

$
186,2152008


220,5832009


35,0682010


352,8932011


397,315Thereafter


1,205,832$
2,397,906       10.
    Derivative
    Instruments  Accounting for Derivative Instruments
    and Hedging Activities
   100




---



##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
              101




---



##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      11.
    Capital
    Structure         102




---



##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    12.
    Equity
    Offerings    No. D-42 The Effect on the Calculation of Earnings per Share for
    the Redemption or Induced Conversion of Preferred
    Stock
      13.
    Share-based
    Compensation   103




---



##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Incentive
    Share Plans
        For the Year EndingDecember 31,2006


2005


2004Dividend yield


5.76
%


6.53
%


6.86
%Expected volatility


21.01
%


21.38
%


21.29
%Risk-free interest rate


5.11
%


4.52
%


4.25
%Expected option term (years)


7.5



7.5



7.5      104




---



##### Table of Contents



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


Exercise PriceOptions outstanding, beginning of
    period


1,782,680


$
31.49Granted


114,535



47.89Exercised


(243,303
)


30.74Forfeited


(16,647
)


37.33Options outstanding, end of period


1,637,265


$
34.03         (Amountsin thousands)Balance, December 31, 2005

$
3,646Amortization of deferred
    compensation


(2,953
)Issuance of restricted shares


8,028Impact of adoption of
    SFAS No. 123R


(184
)Balance, December 31, 2006

$
8,537     For the Year Ended


Weighted AverageDecember 31,


Grant Date2006


Fair ValueNonvested Restricted Stock,
    December 31, 2005


157,499


$
36.36Granted


187,962



46.39Vested


(68,545
)


36.22Cancelled/Forfeited


(4,772
)


32.43Nonvested Restricted Stock,
    December 31, 2006


272,144


$
43.39    105




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##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Adoption
    of Incentive Program
    
    the grant of a specified number of restricted shares, totaling
    approximately $6.3 million which vest at the end of the
    five-year service period beginning on April 26, 2006 (the
    Vesting Period), and/or
    an opportunity to earn a performance bonus, based on absolute
    and relative total shareholder return over a three-year period
    beginning January 1, 2006 and ending December 31, 2008
    (the Performance Period).          Employee
    Share Purchase Plan
   106




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##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    14.
    Employee
    Benefits  Noncontributory
    Defined Benefit Pension Plan
      2006


2005Change in benefit
    obligationBenefit obligation at beginning of
    year

$
14,876,134


$
11,436,525Service cost


1,170,459



994,596Interest cost


815,220



683,001Benefits paid


(119,959
)


(117,515
)Actuarial (gain) loss


(1,079,819
)


1,879,527Benefit obligation at end of year

$
15,662,035


$
14,876,134Change in plan assetsFair value of plan assets at
    beginning of year

$
8,731,442


$
7,525,075Actual return on plan assets


891,656



438,994Employer contributions


813,745



884,888Benefits paid


(119,959
)


(117,515
)Fair value of plan assets at end of
    year

$
10,316,884


$
8,731,442Funded status

$
(5,345,151
)

$
(6,144,692
)     2006Amounts recognized in the
    consolidated balance sheetsOther liabilities

$
(5,345,151
)   2006Amounts recognized in
    accumulated other comprehensive incomeNet (gain) loss

$
2,580,859Prior service cost


34,181Net amount recognized

$
2,615,040     2006

2005Accumulated benefit obligation

$
12,078,243


$
11,083,755  107




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##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2006


2005Components of Net Periodic
    Benefit CostService cost

$
1,170,459


$
994,596Interest cost


815,220



683,001Expected return on plan assets


(735,675
)


(642,673
)Amortization of prior service cost


7,997



7,997Amortization of net (gain) loss


214,857



80,466Net periodic benefit cost

$
1,472,858


$
1,123,387     Estimated
    amortization from accumulated other comprehensive income into
    net periodic pension cost over the next twelve months  Amortization of net (gain) loss

$
86,280Amortization of prior service cost

$
5,404   Amounts
    recognized in the consolidated balance sheets prior to adoption
    of SFAS No. 158  2006

2005Accrued benefit costs

$
(2,730,111
)

$
(2,352,313
)Intangible assets






42,178Accumulated other comprehensive
    income






239,137Net amount recognized

$
(2,730,111
)

$
(2,070,998
)   Incremental
    effect of adopting SFAS No. 158 on the consolidated
    balance sheet  Other liabilities

$
(2,615,040
)Accumulated other comprehensive
    income

$
2,615,040     2006


2005Weighted-average assumptions
    used to determine benefit obligations at
    December 31Discount rate


5.75
%


5.50
%Rate of compensation increase


3.00
%


3.00
%Weighted-average assumptions
    used to determine net cost for years ended
    December 31Discount rate


5.50
%


6.00
%Expected long-term rate of return
    on plan assets


8.00
%


8.00
%Rate of compensation increase


3.00
%


3.00
%     Asset Category

2006


2005Equity Securities


57
%


57
%Debt Securities


29
%


33
%Real estate


4
%


5
%Other


10
%


5
%Total


100
%


100
%    108




---



##### Table of Contents



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

Employer


Participants2005

$
884,888


$
2006


813,745



Expected 2007


900,094



Benefit payments2005

$
117,5152006


119,959     Estimated Future Benefit
    Payments2007

$
144,3702008


158,5842009


185,5922010


217,8762011


340,999Thereafter


3,500,128   401(k)
    Plan
    15.
    Income
    Taxes      Income
    Tax Characterization of Distributions
    Distribution


Ordinary


Return of


Long-Term


UnrecapturedPer Share


Income


Capital


Capital Gain


Sec. 1250 Gains2006

$
2.72



14.75
%


0.00
%


57.77
%


27.48
%2005

$
2.70



25.30
%


0.00
%


39.34
%


35.36
%2004

$
2.68



53.09
%


45.26
%


1.51
%


0.14
%  109




---



##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Taxable
    REIT Subsidiary
        (In thousands)Current tax expense:Federal

$
13,242State


2,04015,282Deferred tax benefit:Federal


(2,641
)State


(482
)(3,123
)Total income tax expense


12,159Income tax expense 
    discontinued operations


(8,554
)Income tax expense 
    continuing operations

$
3,605       (In thousands)Deferred tax assets:Real estate asset basis differences

$
690Deferred revenue


1,792Allowance for doubtful accounts


243Accrued liabilities


399$
3,124Deferred tax liabilities:Other


(1
)Net deferred tax assets, included
    in other assets

$
3,123     110




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##### Table of Contents



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


35.00
%State income tax, net of federal
    income tax benefit


3.19
%Other


0.12
%CPSI provision for income taxes


38.31
%   16.
    Leasing
    Operations    (In thousands)2007

$
162,1582008


149,9402009


132,2892010


111,2352011


91,454Thereafter


234,060$
881,136       17.
    Commitments,
    Contingencies, Guarantees and Other Arrangements  Commitments
    and Contingencies
    Guarantees
    and Other Arrangements
       111




---



##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          18.
    Related
    Party Transactions         112




---



##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      19.
    Net
    Income Per Share    2006


2005


2004(In thousands,except per share data)Numerator:Income from continuing operations

$
86,737


$
50,915


$
12,637Less:Preferred stock dividends


(20,903
)


(22,391
)


(14,781
)Preferred share issuance costs
    write-off


(2,128
)






Income (loss) from continuing
    operations available to common shareholders

$
63,706


$
28,524


$
(2,144
)Denominator:Denominator for basic net income
    per share  weighted average common shares


45,484



38,071



27,121Effect of dilutive securities


536



391



341Denominator for diluted net income
    per share  adjusted weighted average common shares


46,020



38,462



27,462     20.
    Subsequent
    Events  Property
    Acquisitions
   113




---



##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   380-unit
  Property
    Dispositions
    Property Name

Location

Units


Sales Price(In millions)Beacon Hill

Charlotte, NC


349


$
15.9Clarion Crossing

Raleigh, NC


260



15.9Colonial Grand at Enclave

Atlanta, GA


200



16.9Colonial Village at Poplar Place

Atlanta, GA


324



19.6Colonial Village at Regency Place

Raleigh, NC


180



10.3Colonial Village at Spring Lake

Atlanta, GA


188



11.5Colonial Village at Timothy Woods

Athens, GA


204



13.2$
103.3       384-unit
  376-unit
    Distribution
   114




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##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   21.
    Quarterly
    Financial Information (Unaudited)    2006First


Second


Third


FourthQuarter


Quarter


Quarter


Quarter(In thousands, except per share data)Revenues

$
125,409


$
122,691


$
121,946


$
126,037Income (loss) from continuing
    operations


246



24,855



(4,962
)


66,598Income from discontinuing operations


11,514



11,276



24,288



69,665Net income


11,760



36,131



19,326



136,263Preferred dividends


(6,099
)


(5,705
)


(4,550
)


(4,549
)Preferred share issuance costs
    write-off


(159
)


(1,924
)


(45
)


Net income available to common
    shareholders


5,502



28,502



14,731



131,714Net income per share:Basic

$
0.12


$
0.63


$
0.32


$
2.87Diluted

$
0.12


$
0.62


$
0.32


$
2.84Weighted average common shares
    outstanding:Basic


44,979



45,424



45,706



45,814Diluted


44,979



45,897



45,706



46,380   2005First


Second


Third


FourthQuarter


Quarter


Quarter


Quarter(In thousands, except per share data)Revenues

$
71,275


$
108,087


$
115,384


$
119,533Income (loss) from continuing
    operations


(354
)


(14,540
)


(10,693
)


76,502Income from discontinuing operations


73,955



28,596



60,100



6,075Net income


73,600



14,056



49,407



82,577Preferred dividends


(3,695
)


(6,232
)


(6,232
)


(6,231
)Net income available to common
    shareholders


69,905



7,824



43,175



76,346Net income per share:Basic

$
2.51


$
0.20


$
1.07


$
1.71Diluted

$
2.51


$
0.20


$
1.07


$
1.69Weighted average common shares
    outstanding:Basic


27,824



39,657



40,289



44,696Diluted


27,824



39,657



40,289



45,140  115




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##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
        Consolidated
    financial statements and financial statement
    schedules
    Internal
    control over financial reporting
  Internal Control  Integrated Framework Internal Control 
    Integrated Framework
   116




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##### Table of Contents



117




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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.   118




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##### Table of Contents



PART III  Item 10.
    Trustees,
    Executive Officers and Corporate Governance.    Item 11.
    Executive
    Compensation.    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters      Number of Securities RemainingNumber of Securities to be





Available for Future IssuanceIssued Upon Exercise of


Weighted-Average Exercise


Under Equity CompensationOutstanding Options,


Price of Outstanding Options,


Plans (Excluding SecuritiesPlan Category

Warrants and Rights(a)


Warrants and Rights(b)


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


1,712,540
(2)

$
32.92
(3)


2,535,223Equity compensation plans not
    approved by security holders










Total


1,712,540


$
32.92



2,535,223     (1)
    
    These plans include 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 274,144 restricted
    shares that had not vested as of December 31,
    2006.(3)
    
    Weighted-average exercise price
    of outstanding options; excludes value of outstanding restricted
    shares.  Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence.    Item 14.
    Principal
    Accountant Fees and Services.   119




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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

Acquisition and Contribution
    Agreement and Joint Escrow Instructions dated September 16,
    2005 by and among Marelda Retail Development LLC and CRLP, and
    amendments thereto

Incorporated by reference to
    Exhibit 2.1 to CRLPs Current Report on
    Form 8-K
    filed with the SEC on November 30, 20052
.5

Acquisition and Contribution
    Agreement and Joint Escrow Instructions dated September 16,
    2005 by and among Marelda Retail Development LLC and Colonial
    Realty Limited Partnership, and amendments thereto

Incorporated by reference to
    Exhibit 2.2 to CRLPs Current Report on
    Form 8-K
    filed with the SEC on November 30, 20053
.1

Declaration of Trust of Company

Incorporated by reference to
    Exhibit 3 to the Companys Current Report on
    Form 8-K
    filed with the SEC on November 5, 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 SEC file number is
    No. 1-12358)3
.2

Articles Supplementary of
    83/4%
    Series A Cumulative Redeemable Preferred Shares of
    Beneficial Interest of the Company

Incorporated by reference to
    Exhibit 3 to the Companys Current Report on
    Form 8-K
    filed with the SEC on November 5, 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 SEC file number is
    No. 1-12358)3
.3

Articles Supplementary of
    Series 1998 Junior Participating Preferred Shares of
    Beneficial Interest of the Company

Incorporated by reference to
    Exhibit 4.2 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 SEC file number is
    No. 1-12358) 120




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##### Table of Contents



ExhibitNo.

Exhibit

Reference3
.4

Articles Supplementary of
    8.875% Series B Cumulative Redeemable Perpetual Preferred
    Shares of the Company

Incorporated by reference to
    Exhibit 4.3 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 SEC file number is
    No. 1-12358)3
.5

Articles Supplementary of
    7.25% Series B Cumulative Redeemable Perpetual Preferred
    Shares of the Company

Incorporated by reference to
    Exhibit 3.5 to the Companys Annual Report on
    Form 10-K
    for the period ending December 31, 20033
.6

Articles Supplementary of
    9.25% Series C Cumulative Redeemable Preferred Shares of
    Beneficial Interest of the Company

Incorporated by reference to
    Exhibit 3 to the Companys Current Report on
    Form 8-K
    filed with the SEC on June 19, 2001 (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 SEC file number is
    No. 1-12358)3
.7

Articles Supplementary of
    81/8%
    Series D Cumulative Redeemable Preferred Shares of
    Beneficial Interest of the Company

Incorporated by reference to
    Exhibit 3.1 to the Companys Current Report on
    Form 8-K
    filed with the SEC on April 29, 20033
.8

Articles of Amendment to
    Declaration of Trust of the Company, dated May 11, 2004

Incorporated by reference to
    Exhibit 3.8 to the Companys Annual Report on
    Form 10-K
    for the period ending December 31, 20043
.9

Articles Supplementary
    Reclassifying Preferred Shares

Incorporated by reference to
    Exhibit 3.9 to the Companys Annual Report on
    Form 10-K
    for the period ending December 31, 20043
.10

Form of Articles Supplementary
    of 7.62% Series E Cumulative Preferred Shares of Beneficial
    Interest of the Company

Incorporated by reference to
    Exhibit 3.1 to the Companys Registration Statement on
    Form 8-A
    filed with the SEC on February 7, 20053
.11

Articles of Amendment to
    Declaration of Trust of the Company, dated April 5, 2005

Incorporated by reference to
    Exhibit 3.1 to the Companys Current Report on
    Form 8-K
    filed with the SEC on April 7, 20053
.12

Bylaws of the Company

Incorporated by reference to
    Exhibit 4.2 to the Companys Registration Statement on
    Form S-3,
    No. 333-55078,
    filed with the SEC on February 6, 20014
.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 SEC file number is
    No. 1-12358)4
.3

Rights Agreement dated as of
    November 2, 1998 between Colonial Properties Trust and
    BankBoston, N.A.

Incorporated by reference to
    Exhibit 10.14 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 SEC file number is
    No. 1-12358)4
.4

First Amendment to Rights
    Agreement, dated as of August 29, 2005, between the Company
    and EquiServe Trust Company, N.A., as successor to BankBoston,
    N.A., as Rights Agent

Incorporated by reference to
    Exhibit 4.2 to the Companys Current Report on
    Form 8-K
    filed with the SEC on September 1, 20054
.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, 20034
.6

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

Incorporated by reference to
    Exhibit 4.1 to the Companys Registration Statement on
    Form 8-A
    filed with the SEC on February 7, 200510
.1

Third Amended and Restated
    Agreement of Limited Partnership of CRLP, as amended

Incorporated by reference to
    Exhibit 10.1 to the Companys Annual Report on
    Form 10-K
    for the period ending December 31, 199910
.2

Fifth Amendment to Third Amended
    and Restated Agreement of Limited Partnership of CRLP

Incorporated by reference to
    Exhibit 10.2 to the Companys Annual Report on
    Form 10-K
    for the period ending December 31, 2003 121




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##### Table of Contents



ExhibitNo.

Exhibit

Reference10
.3

Sixth Amendment to Third Amended
    and Restated Agreement of Limited Partnership of CRLP

Incorporated by reference to
    Exhibit 10.3 to the Companys Annual Report on
    Form 10-K
    for the period ending December 31, 200310
.4

Seventh Amendment to Third Amended
    and Restated Agreement of Limited Partnership of CRLP

Incorporated by reference to
    Exhibit 10.4 to the Companys Annual Report on
    Form 10-K
    for the period ending December 31, 200310
.4.1

Eighth Amendment to Third Amended
    and Restated Agreement of Limited Partnership of CRLP.

Incorporated by reference to
    Exhibit 10.4.1 to the Companys Annual Report on
    Form 10-K
    for the period ending December 31, 200410
.4.2

Ninth Amendment to Third Amended
    and Restated Agreement of Limited Partnership of CRLP, dated
    April 1, 2005

Incorporated by reference to
    Exhibit 10.2 to the Companys Current Report on
    Form 8-K
    filed with the SEC on April 7, 200510
.5

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
.6

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 SEC file number is
    No. 1-12358)10
.7

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 SEC file number is
    No. 1-12358)10
.8

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 SEC file number is
    No. 1-12358)10
.9

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 SEC file number is
    No. 1-12358)10
.10

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 SEC file number is
    No. 1-12358)10
.11

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 SEC file number is
    No. 1-12358)10
.12

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 SEC file number is
    No. 1-12358)10
.13

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, 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 SEC file number is
    No. 1-12358) 122




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##### Table of Contents



ExhibitNo.

Exhibit

Reference10
.14

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 SEC file number is
    No. 1-12358)10
.15

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 SEC file number is
    No. 1-12358)10
.16

Registration Rights and
    Lock-Up
    Agreement dated December 29, 1994, among the Company and
    the persons named therein

Incorporated by reference to
    Exhibit 10.2.12 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 SEC file number is
    No. 1-12358)10
.17

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 SEC file number is
    No. 1-12358)10
.18

Second Amended and Restated
    Employee Share Option and Restricted Share Plan

Incorporated by reference to
    Exhibit 10.18 to the Companys Annual Report on
    Form 10-K
    for the period ending December 31, 200310
.18.1

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
.18.2

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
.18.3

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
.18.4

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
.18.5

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
.18.6

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
.19

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
.20

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
.21

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
.21.1

Amendment to Employee Share
    Purchase Plan

Filed herewith10
.22

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, 1993 123




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##### Table of Contents



ExhibitNo.

Exhibit

Reference10
.23

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 SEC file number is
    No. 1-12358)10
.24

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
.25

Employment Agreement between the
    Company and Thomas H. Lowder

Incorporated by reference to
    Exhibit 10.6 to the Companys Registration Statement
    on
    Form S-11/A,
    No.
    33-65954,
    filed with the SEC on September 21, 199310
.26

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
.27

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
.28

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, 199310
.28.1

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
.29

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 SEC file number is
    No. 1-12358)10
.30

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
.31

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
.32

Contribution Agreement, dated
    April 1, 2005

Incorporated by reference to
    Exhibit 10.1 to the Companys Current Report on
    Form 8-K
    filed with the SEC on April 7, 200510
.33

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
.34

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
.35

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 SEC file number is
    No. 1-12358)10
.36

Form of Reimbursement Agreement
    dated January 25, 2000 by Employee Unit Purchase Plan
    participants in favor of CRLP

Incorporated by reference to
    Exhibit 10.17 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 SEC file number is
    No. 1-12358)10
.37

Employment Agreement dated
    October 1, 2001 between Cornerstone and Glade M.
    Knight

Incorporated by reference to
    Exhibit 10.6 to Cornerstones
    Form 10-K
    filed April 1, 200210
.38

First Amendment to Employment
    Agreement dated September 21, 2004 between Cornerstone and
    Glade M. Knight

Incorporated by reference to
    Exhibit 10.3 to Cornerstones Annual Report on
    Form 10-K
    filed with the SEC on March 16, 2005 124




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##### Table of Contents



ExhibitNo.

Exhibit

Reference10
.39

Amendment No 2 to Employment
    Agreement dated February 8, 2005 between Cornerstone and
    Glade M. Knight

Incorporated by reference to
    Exhibit 10.1 to Cornerstones Current Report on
    Form 8-K
    filed with the SEC on February 9, 200510
.40

Stock Option Agreement dated
    July 23, 1999 between Cornerstone and Glade M.
    Knight

Incorporated by reference to
    Exhibit 10.50 to Cornerstones Annual Report on
    Form 10-K
    filed with the SEC on March 27, 2000 (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 SEC file number is
    No. 1-12358)10
.41

Amendment No. 1 to Stock
    Option Agreement dated February 8, 2005 between Cornerstone
    and Glade M. Knight

Incorporated by reference to
    Exhibit 10.7 to Cornerstones Current Report on
    Form 8-K
    filed with the SEC on February 9, 200510
.42

Change in Control Agreement dated
    August 1, 2000 between Cornerstone and Glade M. Knight
    

Incorporated by reference to
    Exhibit 10.48 to Cornerstones Annual Report on
    Form 10-K
    filed with the SEC on April 2, 200110
.43

Amendment No. 1 to Change in
    Control Agreement dated February 8, 2005 between
    Cornerstone and Glade M. Knight

Incorporated by reference to
    Exhibit 10.3 to Cornerstones Current Report on
    Form 8-K
    filed with the SEC on February 9, 200510
.44

Cornerstone 1992 Incentive Plan
    Amended and Restated Effective July 1, 2002

Incorporated by reference to
    Exhibit 10.2 to Cornerstones Quarterly Report on
    Form 10-Q
    filed with the SEC on August 9, 2002)10
.45

First Amendment to Cornerstone 1992
    Incentive Plan Amended and Restated Effective July 1,
    2002

Incorporated by reference to
    Exhibit 10.2 to Cornerstones Quarterly Report on
    Form 10-Q
    filed with the SEC on August 9, 200410
.46

Agreement Evidencing Waiver of
    Performance Bonus dated February 25, 2005 between
    Cornerstone and Glade M. Knight

Incorporated by reference to
    Exhibit 10.64 to Cornerstones Annual Report on
    Form 10-K
    filed with the SEC on March 16, 200510
.47

Form of Stock Option Agreement
    between Glade M. Knight and Cornerstone

Incorporated by reference to
    Exhibit 10.13 to the Companys Current Report on
    Form 8-K
    filed with the SEC on April 7, 200510
.48

Cornerstone Realty Income Trust,
    Inc. 1992 Non-Employee Directors Stock Option Plan, as
    amended

Incorporated by reference to
    Exhibit 99.1 in Cornerstone Realty Income Trust,
    Inc.s Registration Statement on
    Form S-8
    filed with the SEC on April 9, 1997 (File No.
    333-24875)10
.49

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
.50

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
.51

Form of Restricted Share Agreement
    (331/3% 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
.52

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
.53

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
.54

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
.55

Underwriting Agreement, dated
    September 15, 2005, by and among the Company, CRLP, Merrill
    Lynch & Co., Merrill Lynch, Pierce, Fenner &
    Smith Incorporated and Wachovia Capital Markets, LLC, as
    representatives of the several underwriters named in the related
    Terms Agreement

Incorporated by reference to
    Exhibit 1.1 to the Companys Current Report on
    Form 8-K
    filed with the SEC on September 21, 200510
.56

Terms Agreement, dated
    September 15, 2005, by and among the Company, CRLP, Merrill
    Lynch & Co., Merrill Lynch, Pierce, Fenner &
    Smith Incorporated and Wachovia Capital Markets, LLC, as
    representatives of the several underwriters named therein

Incorporated by reference to
    Exhibit 1.2 to the Companys Current Report on
    Form 8-K
    filed with the SEC on September 21, 200510
.57

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
.58

Trustee Compensation Policy for
    2006

Incorporated by reference to
    Exhibit 10.22.1 to the Companys Annual Report on
    Form 10-K
    for the period ending December 31, 2005 125




---



##### Table of Contents



ExhibitNo.

Exhibit

Reference10
.60

Summary of 2006 Incentive
    Plan

Incorporated by reference to
    Exhibit 10.1 to the Companys Quarterly Report on
    Form 10-Q
    for the period ended March 30, 200610
.61

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
.62

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
.63

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, 200610
.64

Form of 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
.65

Form of 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
.66

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, 200612
.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 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
   126




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##### Table of Contents



SIGNATURES      By:
    /s/  C.
    Reynolds Thompson, III       Signature/s/  C.
    Reynolds
    Thompson, IIIC.
    Reynolds Thompson, III

Chief Executive Officer (Principal
    Executive Officer)/s/  Weston
    M. AndressWeston
    M. Andress

President and 
    Chief Financial Officer 
    (Principal Financial Officer)/s/  John
    E. TomlinsonJohn
    E. Tomlinson

Executive Vice President
    and Chief Accounting Officer
    (Principal Accounting Officer)/s/  Thomas
    H. LowderThomas
    H. Lowder

Chairman of the Board/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/s/  Claude
    B. NielsenClaude
    B. Nielsen

Trustee 127




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##### Table of Contents



Signature/s/  Harold
    W. RippsHarold
    W. Ripps

Trustee/s/  Donald
    T. SenterfittDonald
    T. Senterfitt

Trustee/s/  John
    W. SpiegelJohn
    W. Spiegel

Trustee  128




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##### Table of Contents



SCHEDULE III
  COLONIAL
    PROPERTIES TRUST
  REAL
    ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION
 December 31,
    2006
  Initial Cost to


Cost


Gross Amount at Which








DateCompany


Capitalized


Carried at Close of Period








Acquired/Buildings and


Subsequent to





Buildings and





Accumulated


Date


Placed in


DepreciableDescription

Encumbrances


Land


Improvements


Acquisition


Land


Improvements


Total


Depreciation


Completed


Service


Lives-YearsMultifamily:Ashley Park

$



$
3,702,098


$
15,332,923


$
307,197


$
3,702,098


$
15,640,121


$
19,342,219


$
(1,937,088
)


1988



2005



3-40 YearsAutumn Park I & II






4,407,166



35,387,619



249,268



4,407,166



35,636,887



40,044,054



(1,792,141
)


2001/04



2005



3-40 YearsBeacon Hill






2,840,084



13,927,943



655,012



2,810,020



14,613,019



17,423,039



(837,492
)


1985



2005



3-40 YearsBrookfield






1,541,108



6,022,656



551,092



1,541,108



6,573,748



8,114,856



(666,615
)


1984



2005



3-40 YearsCape Landing






1,942,826



14,989,387



464,441



1,942,826



15,453,828



17,396,653



(1,058,119
)


1997/98



2005



3-40 YearsClarion Crossing






2,727,410



12,339,859



214,106



2,727,410



12,553,965



15,281,374



(992,148
)


1972



2005



3-40 YearsColonial Grand at Arringdon






3,016,358



23,295,172



888,323



3,016,358



24,183,495



27,199,853



(2,448,412
)


2003



2004



3-40 YearsColonial Grand at Barrett Creek






3,320,000



27,237,381



256,386



3,320,000



27,493,767



30,813,767



(1,438,275
)


1999



2005



3-40 YearsColonial Grand at Bear Creek






4,360,000



32,029,388



640,387



4,360,000



32,669,775



37,029,775



(1,739,821
)


1998



2005



3-40 YearsColonial Grand at Bellevue






3,490,000



31,544,370



1,447,427



3,490,000



32,991,797



36,481,797



(1,365,972
)


1996



2005



3-40 YearsColonial Grand at Berkeley Lake


7,670,526



1,800,000



16,551,734



344,125



1,800,000



16,895,859



18,695,859



(1,634,376
)


1998



2004



3-40 YearsColonial Grand at Beverly Crest






2,400,000



20,718,143



743,372



2,400,000



21,461,516



23,861,516



(1,820,082
)


1996



2004



3-40 YearsColonial Grand at Crabtree Valley






2,100,000



15,272,196



706,653



2,100,000



15,978,849



18,078,849



(662,627
)


1997



2005



3-40 YearsColonial Grand at Cypress Cove






3,960,000



24,721,680



765,003



3,960,000



25,486,683



29,446,683







2001



2006



3-40 YearsColonial Grand at Edgewater


20,368,821



1,540,000



12,671,606



14,932,674



2,602,325



26,541,954



29,144,280



(10,017,248
)


1990



1994



3-40 YearsColonial Grand at Enclave






2,283,407



14,374,986



1,478,277



2,427,705



15,708,965



18,136,670



(899,878
)


1995



2005



3-40 YearsColonial Grand at Hammocks


18,742,475



3,437,247



26,514,000



1,312,937



3,437,247



27,826,937



31,264,184



(1,768,389
)


1997



2005



3-40 YearsColonial Grand at Heather Glen






3,800,000







34,545,491



4,134,235



34,211,256



38,345,491



(8,881,533
)


2000



1998



3-40 YearsColonial Grand at Heathrow


-



2,560,661



17,612,990



1,363,858



2,560,661



18,976,847



21,537,509



(6,873,758
)


1997



1994/97



3-40 YearsColonial Grand at Hunters
    Creek


29,065,161



1,869,657







33,264,022



5,308,112



29,825,567



35,133,679



(11,507,097
)


1996



1996



3-40 YearsColonial Grand at Lakewood Ranch






2,320,442







24,787,019



2,148,814



24,958,647



27,107,461



(6,330,522
)


1999



1997



3-40 YearsColonial Grand at Legacy Park






2,212,005



23,076,117



309,977



2,212,005



23,386,094



25,598,099



(1,352,843
)


2001



2005



3-40 YearsColonial Grand at Liberty Park






2,296,019







25,691,141



2,296,019



25,691,141



27,987,160



(6,971,854
)


2000



1998



3-40 YearsColonial Grand at Madison






1,689,400







22,066,236



1,831,550



21,924,086



23,755,636



(6,186,763
)


2000



1998



3-40 YearsColonial Grand at Mallard Creek






2,911,443



1,277,575



16,454,598



3,320,438



17,323,178



20,643,616



(1,025,401
)


2005



2003



3-40 YearsColonial Grand at Mallard Lake






3,020,000



24,070,350



1,229,488



3,020,000



25,299,838



28,319,838



(1,051,974
)


1998



2005



3-40 YearsColonial Grand at McDaniel Farm






4,240,000



36,239,339



486,031



4,240,000



36,725,370



40,965,370



(832,344
)


1997



2006



3-40 YearsColonial Grand at McGinnis Ferry






5,000,114



34,600,386



545,615



5,000,114



35,146,001



40,146,115



(2,776,228
)


1997



2004



3-40 YearsColonial Grand at Mount Vernon


12,100,467



2,130,000



24,943,402



301,095



2,130,000



25,244,497



27,374,497



(2,444,336
)


1997



2004



3-40 YearsColonial Grand at Natchez Trace






1,312,000



16,568,050



1,440,519



1,224,499



18,096,070



19,320,569



(5,724,408
)


1995/97



1997



3-40 YearsColonial Grand at Patterson Place






2,016,000



19,060,725



561,308



2,016,000



19,622,033



21,638,033



(1,655,438
)


1997



2004



3-40 Years
 S-1




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##### Table of Contents



Initial Cost to


Cost


Gross Amount at Which








DateCompany


Capitalized


Carried at Close of Period








Acquired/Buildings and


Subsequent to





Buildings and





Accumulated


Date


Placed in


DepreciableDescription

Encumbrances


Land


Improvements


Acquisition


Land


Improvements


Total


Depreciation


Completed


Service


Lives-YearsColonial Grand at Pleasant Hill






6,024,000



38,454,690



221,365



6,024,000



38,676,055



44,700,055



(501,968
)


1996



2006



3-40 YearsColonial Grand at Promenade


21,248,384



1,479,352







26,938,510



1,668,104



26,749,758



28,417,862



(7,608,845
)


1992



1992



3-40 YearsColonial Grand at Quarterdeck


9,772,351



9,123,452



12,297,699



723,548



9,123,452



13,021,247



22,144,699



(945,660
)


1987



2005



3-40 YearsColonial Grand at Reservoir






1,020,000







13,750,788



1,122,893



13,647,895



14,770,788



(3,655,216
)


2000



1998



3-40 YearsColonial Grand at River Oaks


10,321,199



2,160,000



17,424,336



1,319,463



2,160, 000



18,743,799



20,903,799



(1,840,787
)


1992



2004



3-40 YearsColonial Grand at River Plantation


10,946,357



2,320,000



19,669,298



874,597



2,320,000



20,543,895



22,863,895



(2,029,966
)


1994



2004



3-40 YearsColonial Grand at Scottsdale






3,780,000



25,444,988



209,750



3,780,000



25,654,738



29,434,738



(415,478
)


1999



2006



3-40 YearsColonial Grand at Seven Oaks






3,439,125



19,943,544



1,163,015



3,439,125



21,106,559



24,545,684



(2,290,597
)


2004



2004



3-40 YearsColonial Grand at Shelby Farms






2,960,000



21,897,855



37,788



1,947,000



22,948,643



24,895,643



(949,397
)


1998



2005



3-40 YearsColonial Grand at Shiloh






5,976,000



43,556,770



232,420



5,976,000



43,789,190



49,765,190



(568,049
)


2002



2006



3-40 YearsColonial Grand at Silverado






2,375,425



17,744,643



655,306



2,375,425



18,399,950



20,775,375



(1,418,305
)


2005



2003



3-40 YearsColonial Grand at Silverado Reserve






2,392,000







21,835,081



2,692,104



21,534,977



24,227,081



(659,555
)


2005



2003



3-40 YearsColonial Grand at Sugarloaf






2,500,000



21,811,418



1,021,022



2,500,000



22,832,441



25,332,441



(2,178,335
)


2002



2004



3-40 YearsColonial Grand at
    TownPark  Lake Mary






2,647,374







35,376,980



2,647,374



35,376,980



38,024,354



(8,471,314
)


2005



2004



3-40 YearsColonial Grand at TownPark Reserve






867,929







8,925,340



867,929



8,925,340



9,793,269



(796,244
)


2004



2004



3-40 YearsColonial Grand at Trinity Commons


17,644,381



5,333,807



35,815,269



525,242



5,333,807



36,340,511



41,674,318



(1,978,837
)


2000/02



2005



3-40 YearsColonial Grand at Twin Lakes






4,966,922



29,925,363



293,724



5,624,063



29,561,946



35,186,009



(2,492,861
)


2005



2001



3-40 YearsColonial Grand at University Center






1,872,000



12,166,656



105,788



1,872,000



12,272,444



14,144,444



(79,313
)


2005



2006



3-40 YearsColonial Grand at Valley Ranch


24,703,840



2,805,241



38,037,251



1,253,375



2,805,241



39,290,626



42,095,867



(2,173,030
)


1997



2005



3-40 YearsColonial Grand at Wilmington


12,946,842



3,344,408



30,554,367



807,238



3,344,408



31,361,605



34,706,013



(1,814,667
)


1998/2002



2005



3-40 YearsColonial Village at Bear Creek


3,418,600



1,028,887



4,357,339



334,200



1,028,887



4,691,539



5,720,426



(462,117
)


1984



2005



3-40 YearsColonial Village at Ashford Place






537,600



5,839,838



1,046,020



537,600



6,885,858



7,423,458



(2,077,145
)


1983



1996



3-40 YearsColonial Village at Bedford


8,494,951



2,403,988



8,732,353



608,957



2,403,988



9,341,311



11,745,299



(735,749
)


1983



2005



3-40 YearsColonial Village at Canyon Hills


12,666,642



2,345,191



11,274,917



588,606



2,345,191



11,863,523



14,208,714



(821,325
)


1996



2005



3-40 YearsColonial Village at Chancellor Park






4,080,000



23,213,840



391,001



4,080,000



23,604,841



27,684,841



(384,491
)


1999



2006



3-40 YearsColonial Village at Charleston Place






1,124,924



7,367,718



516,281



1,124,924



7,883,998



9,008,923



(750,681
)


1986



2005



3-40 YearsColonial Village at Chase Gayton


15,973,052



3,270,754



26,910,024



799,236



3,270,754



27,709,260



30,980,014



(2,538,943
)


1984



2005



3-40 YearsColonial Village at Deerfield


10,272,517



2,032,054



14,584,057



356,301



2,032,054



14,940,358



16,972,413



(1,020,156
)


1985



2005



3-40 YearsColonial Village at Greenbrier


12,741,427



2,620,216



25,498,161



492,769



2,620,216



25,990,930



28,611,146



(1,434,146
)


1980



2005



3-40 YearsColonial Village at Greentree


6,590,984



1,920,436



10,288,950



664,691



1,920,436



10,953,642



12,874,078



(699,206
)


1984



2005



3-40 YearsColonial Village at Greystone






3,155,483



28,875,949



749,296



3,155,483



29,625,245



32,780,727



(1,620,064
)


1998/2000



2005



3-40 YearsColonial Village at Hampton Glen


12,596,985



3,428,098



17,966,469



862,580



3,428,098



18,829,049



22,257,147



(1,543,092
)


1986



2005



3-40 YearsColonial Village at Hampton Pointe






8,875,840



15,359,217



511,287



8,875,840



15,870,504



24,746,344



(1,237,583
)


1986



2005



3-40 YearsColonial Village at Harbour Club


8,469,806



3,209,585



20,094,356



754,654



3,209,585



20,849,010



24,058,595



(1,512,371
)


1988



2005



3-40 YearsColonial Village at Highland Hills


14,764,981



1,981,613



17,112,176



528,169



1,981,613



17,640,345



19,621,958



(1,575,356
)


1987



2005



3-40 YearsColonial Village at Huntington


4,826,762



1,315,930



7,605,360



753,962



1,315,930



8,359,322



9,675,252



(502,934
)


1986



2005



3-40 YearsColonial Village at Huntleigh Woods






745,600



4,908,990



1,501,122



730,688



6,425,024



7,155,712



(2,354,723
)


1978



1994



3-40 YearsColonial Village at Inverness


9,900,000



2,349,487



16,279,416



12,482,241



2,936,991



28,174,154



31,111,144



(11,817,927
)


1986/87/90/97



1986/87/90/97



3-40 YearsColonial Village at Main Park


8,508,643



1,208,434



10,235,978



434,116



1,208,434



10,670,094



11,878,529



(792,858
)


1984



2005



3-40 Years
 S-2




---



##### Table of Contents



Initial Cost to


Cost


Gross Amount at Which








DateCompany


Capitalized


Carried at Close of Period








Acquired/Buildings and


Subsequent to





Buildings and





Accumulated


Date


Placed in


DepreciableDescription

Encumbrances


Land


Improvements


Acquisition


Land


Improvements


Total


Depreciation


Completed


Service


Lives-YearsColonial Village at Marsh Cove


8,017,466



2,023,460



11,095,073



852,378



2,023,460



11,947,451



13,970,912



(966,556
)


1983



2005



3-40 YearsColonial Village at Meadow Creek


9,639,395



1,548,280



11,293,190



855,746



1,548,280



12,148,936



13,697,216



(977,588
)


1984



2005



3-40 YearsColonial Village at Mill Creek






2,153,567



9,331,910



228,120



2,153,567



9,560,031



11,713,598



(1,225,865
)


1984



2005



3-40 YearsColonial Village at North Arlington


8,575,578



2,439,102



10,804,027



575,373



2,439,102



11,379,400



13,818,502



(917,810
)


1985



2005



3-40 YearsColonial Village at Oak Bend






5,100,000



26,260,164



329,671



5,100,000



26,589,835



31,689,835



(257,245
)


1997



2006



3-40 YearsColonial Village at Pear Ridge


10,568,454



3,329,377



11,311,073



306,481



3,329,377



11,617,553



14,946,930



(777,745
)


1988



2005



3-40 YearsColonial Village at Pinnacle Ridge


5,031,554



1,212,917



8,499,638



254,822



1,212,917



8,754,460



9,967,377



(755,842
)


1951/85



2005



3-40 YearsColonial Village at Poplar Place






2,209,209



13,932,821



749,630



2,209,209



14,682,452



16,891,661



(879,438
)


1989/95



2005



3-40 YearsColonial Village at Quarry Oaks






5,063,500



27,767,505



1,182,790



5,063,500



28,950,295



34,013,795



(2,459,394
)


1996



2003



3-40 YearsColonial Village at Regency Place






1,726,498



8,748,067



648,657



1,726,498



9,396,724



11,123,222



(617,690
)


1986



2005



3-40 YearsColonial Village at Shoal Creek






4,080,000



29,214,707



432,742



4,080,000



29,647,449



33,727,449



(676,066
)


1996



2006



3-40 YearsColonial Village at Sierra Vista






2,320,000



11,370,600



893,438



2,308,949



12,275,089



14,584,038



(1,154,242
)


1999



2004



3-40 YearsColonial Village at South Tryon






1,510,535



14,696,088



426,028



1,510,535



15,122,116



16,632,651



(801,854
)


2002



2005



3-40 YearsColonial Village at Spring Lake






1,409,195



9,917,923



306,503



1,409,195



10,224,426



11,633,621



(886,889
)


1986



2005



3-40 YearsColonial Village at Stone Point






1,417,658



9,291,464



375,050



1,417,658



9,666,514



11,084,172



(849,309
)


1986



2005



3-40 YearsColonial Village at Timber Crest


15,114,188



2,284,812



19,010,168



611,184



2,284,812



19,621,352



21,906,165



(1,116,985
)


2000



2005



3-40 YearsColonial Village at Timothy Woods






1,020,000



11,910,546



786,090



1,024,347



12,692,290



13,716,636



(4,033,033
)


1996



1997



3-40 YearsColonial Village at Tradewinds


11,156,747



5,220,717



22,479,977



632,387



5,220,717



23,112,363



28,333,080



(1,424,677
)


1988



2005



3-40 YearsColonial Village at Trussville






1,504,000



18,800,253



1,853,002



1,510,409



20,646,846



22,157,255



(7,215,922
)


1996/97



1997



3-40 YearsColonial Village at Waterford


17,027,857



3,321,325



26,345,195



657,402



3,321,325



27,002,598



30,323,922



(1,921,787
)


1989



2005



3-40 YearsColonial Village at Waters Edge


7,060,584



888,386



13,215,381



613,886



888,386



13,829,267



14,717,654



(1,398,612
)


1985



2005



3-40 YearsColonial Village at West End






2,436,588



14,800,444



430,797



2,436,588



15,231,241



17,667,829



(1,251,773
)


1987



2005



3-40 YearsColonial Village at Westchase






10,418,496



10,348,047



781,120



10,418,496



11,129,167



21,547,663



(1,288,051
)


1985



2005



3-40 YearsColonial Village at Willow Creek






4,780,000



34,143,179



610,269



4,780,000



34,753,448



39,533,448



(799,527
)


1996



2006



3-40 YearsColonial Village at Windsor Place


8,890,327



1,274,885



15,017,745



825,166



1,274,885



15,842,911



17,117,795



(1,257,654
)


1985



2005



3-40 YearsCottonwood Crossing


6,086,790



922,398



6,127,804



348,150



922,398



6,475,954



7,398,352



(647,721
)


1985



2005



3-40 YearsGlen Eagles I & II






2,028,204



17,424,915



160,628



2,028,204



17,585,543



19,613,747



(1,256,564
)


1990/2000



2005



3-40 YearsGrayson Square I & II






6,221,164



24,463,050



849,640



6,221,164



25,312,690



31,533,854



(1,739,178
)


1985/86



2005



3-40 YearsHeatherwood






3,550,362



23,731,531



1,556,991



3,550,362



25,288,523



28,838,885



(1,852,220
)


1980



2005



3-40 YearsMayflower Seaside






5,194,499



21,835,296



299,114



5,194,499



22,134,410



27,328,909



(1,504,387
)


1950



2005



3-40 YearsPaces Cove


11,222,231



1,509,933



11,127,122



288,295



1,509,933



11,415,416



12,925,349



(1,063,768
)


1982



2005



3-40 YearsPaces Point






2,003,172



11,186,878



216,348



2,003,172



11,403,226



13,406,397



(870,305
)


1985



2005



3-40 YearsParkside at Woodlake






2,781,279



17,694,376



273,344



2,781,279



17,967,720



20,748,999



(1,139,719
)


1996



2005



3-40 YearsRemington Hills






2,520,011



22,451,151



310,390



2,520,011



22,761,541



25,281,552



(1,640,534
)


1984



2005



3-40 YearsSummer Tree


7,745,548



2,319,541



5,975,472



417,569



2,319,541



6,393,040



8,712,581



(730,494
)


1980



2005



3-40 YearsTrolley Square East & West






4,743,279



14,416,319



343,737



4,743,279



14,760,056



19,503,335



(1,335,940
)


1964/65



2005



3-40 YearsTrophy Chase I & II






7,146,496



24,811,026



822,464



7,146,496



25,633,490



32,779,986



(1,879,421
)


1970



2005



3-40 Years
 S-3




---



##### Table of Contents



Initial Cost to


Cost


Gross Amount at Which








DateCompany


Capitalized


Carried at Close of Period








Acquired/Buildings and


Subsequent to





Buildings and





Accumulated


Date


Placed in


DepreciableDescription

Encumbrances


Land


Improvements


Acquisition


Land


Improvements


Total


Depreciation


Completed


Service


Lives-YearsOffice:250 Commerce Street






25,000



200,200



2,797,237



25,000



2,997,437



3,022,437



(2,697,948
)


1904/81



1980



3-40 Years901 Maitland Center






2,335,035



14,398,193



2,311,748



2,335,035



16,709,941



19,044,976



(2,543,205
)


1985



2002



3-40 YearsAmSouth Center






764,961







21,328,804



764,961



21,328,803



22,093,765



(11,703,997
)


1990



1990



3-40 YearsColonial Center at Bayside






1,507,665



15,902,388



4,280,191



1,507,665



20,182,579



21,690,244



(1,382,439
)


1997



2005



3-40 YearsColonial Center at Blue Lake






1,794,672



14,615,335



5,221,188



1,779,230



19,851,965



21,631,195



(4,741,275
)


1982/95



1999



3-40 YearsColonial Center at Research Office
    Center






1,745,672



12,909,263



5,330,029



2,296,021



17,688,943



19,984,964



(2,272,275
)


1984/00



2004



3-40 YearsColonial Center at Research Place






2,763,900



12,790,254



2,427,949



1,202,170



16,779,933



17,982,103



(1,954,893
)


1979/84/88



2003



3-40 YearsColonial Center at Town Park






1,391,500







83,418,729



4,923,396



79,886,833



84,810,229



(16,759,408
)


2001



2000



3-40 YearsColonial Center Colonnade






6,299,310



40,485,721



7,514,867



6,299,310



48,000,588



54,299,898



(6,447,442
)


1989/99



2002



3-40 YearsColonial Center Heathrow






13,548,715



97,256,123



(5,349,832
)


12,270,474



93,184,532



105,455,006



(11,032,142
)


1988/96-00



2002



3-40 YearsColonial Center Heathrow 1001






2,384,904



16,859,972



744,092



2,384,904



17,604,064



19,988,968



(1,130,342
)


2001



2005



3-40 YearsColonial Center Lakeside






423,451



8,313,291



2,789,372



425,255



11,100,858



11,526,114



(3,607,917
)


1989/90



1997



3-40 YearsColonial Center Research Park






1,373,238







13,342,154



1,003,865



13,711,528



14,715,393



(4,490,033
)


1999



1998



3-40 YearsColonial Place I & II






4,851,165



43,534,087



4,410,459



4,851,165



47,944,546



52,795,711



(3,760,099
)


1984/86



2005



3-40 YearsColonial Plaza






1,001,375



12,381,023



6,542,419



1,005,642



18,919,175



19,924,817



(5,024,444
)


1982



1997



3-40 YearsConcourse Center






4,875,000



25,702,552



13,103,553



4,875,000



38,806,105



43,681,105



(8,348,369
)


1981/85



1998



3-40 YearsDRS Building






610,000



12,089,992



186,433



610,000



12,276,425



12,886,425



(1,169,601
)


1972/86/90/03



2004



3-40 YearsEsplanade






4,211,670



16,231,315



4,369,254



1,512,667



23,299,572



24,812,239



(1,424,300
)


1981



2005



3-40 YearsIndependence Plaza






1,505,000



6,018,476



4,244,451



1,505,000



10,262,927



11,767,927



(2,923,371
)


1981/92



1998



3-40 YearsInternational Park






1,279,355



5,668,186



18,171,881



2,740,276



22,379,145



25,119,422



(6,769,752
)


1987/89



1997



3-40 YearsPerimeter Corporate Park






1,422,169



18,377,648



6,584,849



1,422,169



24,962,497



26,384,666



(7,782,381
)


1986/89



1998



3-40 YearsProgress Center






521,037



14,710,851



5,940,777



523,258



20,649,408



21,172,665



(7,214,711
)


1983-91



1997



3-40 YearsResearch Park Plaza III &
    IV






3,060,363



73,120,000



411,696



3,060,363



73,531,696



76,592,059



(3,609,165
)


2001



2005



3-40 YearsRiverchase Center






1,916,727



22,091,651



7,495,410



1,924,895



29,578,893



31,503,788



(9,515,571
)


1984-88



1997



3-40 YearsThe Peachtree






8,410,000



33,640,000



7,076,548



10,868,412



38,258,136



49,126,548



(1,835,422
)


1989



2005/06



3-40 YearsTown Park-Office over Retail






443,535







6,652,435



442,772



6,653,198



7,095,970



(1,310,557
)


2004



2004



3-40 YearsRetail:Britt David Shopping Center






1,755,000



4,951,852



1,188,894



1,755,000



6,140,746



7,895,746



(1,872,558
)


1990



1994



3-40 YearsColonial Brookwood Village






8,136,700



24,435,002



68,707,353



8,171,373



93,107,682



101,279,055



(26,618,834
)


1973/91/00



1997



3-40 YearsColonial Mall Decatur






3,262,800



23,636,229



5,992,454



3,262,800



29,628,683



32,891,483



(10,449,639
)


1979/89



1993



3-40 YearsColonial Mall Lakeshore






4,646,300



30,973,239



8,886,795



4,666,100



39,840,235



44,506,334



(10,165,965
)


1984-87



1997



3-40 YearsColonial Mall Staunton






2,895,000



15,083,542



8,158,982



2,907,337



23,230,187



26,137,524



(6,430,232
)


1969/86/97



1997



3-40 YearsColonial Mayberry Mall






862,500



3,778,590



1,252,259



866,175



5,027,173



5,893,349



(1,509,781
)


1968/86



1997



3-40 YearsColonial Pinnacle Kingwood Commons






6,100,000



23,223,232



629,378



6,100,000



23,852,610



29,952,610



(2,164,106
)


2003/04



2004



3-40 YearsColonial Promenade Alabaster






7,540,689







24,066,889



4,706,526



26,901,052



31,607,578



(1,667,982
)


2005



2004



3-40 YearsColonial Promenade Beechwood






2,565,550



19,647,875



19,701,923



2,576,483



39,338,865



41,915,348



(9,727,032
)


1963/92/05



1997



3-40 YearsColonial Promenade Burnt Store






2,707,798



5,557,430



1,403,408



2,386,148



7,282,488



9,668,636



(2,085,534
)


1990



1994



3-40 Years
 S-4




---



##### Table of Contents



Initial Cost to


Cost


Gross Amount at Which








DateCompany


Capitalized


Carried at Close of Period








Acquired/Buildings and


Subsequent to





Buildings and





Accumulated


Date


Placed in


DepreciableDescription

Encumbrances


Land


Improvements


Acquisition


Land


Improvements


Total


Depreciation


Completed


Service


Lives-YearsColonial Promenade Hunters
    Creek






4,181,760



13,023,401



1,744,742



4,181,760



14,768,143



18,949,903



(3,908,485
)


1993/95



1996



3-40 YearsColonial Promenade Lakewood






2,984,522



11,482,512



3,997,968



3,018,135



15,446,868



18,465,002



(4,210,314
)


1995



1997



3-40 YearsColonial Promenade Montgomery






3,788,913



11,346,754



3,473,764



4,332,432



14,277,000



18,609,431



(5,536,840
)


1990



1993



3-40 YearsColonial Promenade Montgomery North






2,400,000



5,664,858



637,151



2,401,182



6,300,827



8,702,009



(1,466,230
)


1997



1995



3-40 YearsColonial Promenade Northdale






3,059,760



8,054,090



7,092,945



2,835,571



15,371,224



18,206,795



(3,654,938
)


1988/00



1995



3-40 YearsColonial Promenade Portofino






11,148,386



44,295,771



860,926



11,148,386



45,156,697



56,305,083



(3,130,552
)


2000



2005



3-40 YearsColonial Promenade TownPark






3,916,001







26,601,598



4,031,004



26,486,595



30,517,598



(3,695,996
)


2005



2005



3-40 YearsColonial Promenade Trussville






4,201,186







28,293,454



3,868,278



28,626,362



32,4 94,640



(4,893,929
)


2000



1998



3-40 YearsColonial Promenade
    Trussville II






1,476,871







5,413,627



802,784



6,087,713



6,890,497



(455,048
)


2004



2003



3-40 YearsColonial Promenade Wekiva






2,817,788



15,302,375



1,081,296



2,817,788



16,383,671



19,201,459



(4,432,720
)


1990



1996



3-40 YearsColonial Promenade Winter Haven






1,768,586



3,928,903



5,400,180



4,045,045



7,052,624



11,097,669



(2,254,358
)


1986



1995



3-40 YearsColonial Shoppes Bear Lake






2,134,440



6,551,683



2,684,589



2,134,440



9,236,272



11,370,712



(2,648,918
)


1990



1995



3-40 YearsColonial Shoppes Bellwood






330,000







5,504,553



330,000



5,504,553



5,834,553



(2,573,233
)


1988



1988



3-40 YearsColonial Shoppes Clay






272,594







7,644,431



277,975



7,639,050



7,917,025



(3,419,092
)


1982/2004



1982



3-40 YearsColonial Shoppes McGehee






197,152







6,838,296



478,640



6,556,807



7,035,448



(2,952,660
)


1986



1986



3-40 YearsColonial Shoppes Quaker Village






931,000



7,901,874



2,073,636



934,967



9,971,543



10,906,510



(2,583,823
)


1968/88/97



1997



3-40 YearsColonial Shoppes Yadkinville






1,080,000



1,224,136



3,743,748



1,084,602



4,963,282



6,047,884



(1,245,736
)


1971/97



1997



3-40 YearsColonial Shops Colonnade






2,468,092



4,034,205



6,031,634



4,827,330



7,706,601



12,533,931



(1,014,487
)


1989/2005



2002



3-40 YearsOlde Town Shopping Center






343,325







2,935,494



343,325



2,935,494



3,278,819



(1,547,216
)


1978/90



1978/90



3-40 YearsRivermont Shopping Center






515,250



2,332,486



374,411



517,446



2,704,701



3,222,147



(709,175
)


1986/97



1997



3-40 YearsVillage on Parkway


47,000,000



16,940,000



30,852,577



3,330,461



16,940,000



34,183,038



51,123,038



(2,759,434
)


1980



2004



3-40 YearsActive Development
    Projects:Central Park






1,437,374







17,761,438



1,437,374



17,761,438



19,198,812







N/A



2005



N/AColonial Brookood Center














18,236,981







18,236,981



18,236,981







N/A



1997



N/AColonial Grand at Ridell Ranch






3,656,250







66,602



3,656,250



66,602



3,722,852







N/A



2006



N/AColonial Grand at Sweetwater






5,238,000







137,750



5,238,000



137,750



5,375,750







N/A



2006



N/AColonial Grand at Traditions






2,500,000







4,129,231



2,500,000



4,129,231



6,629,231







N/A



2006



N/AColonial Grand at Ayrsley






4,261,351







2,941,114



4,261,351



2,941,114



7,202,465







N/A



2006



N/AColonial Grand at Double Creek






2,403,869







2,507,790



2,403,869



2,507,790



4,911,659







N/A



2005



N/AColonial Grand at Huntersville






3,593,366







2,175,520



3,593,366



2,175,520



5,768,886







N/A



2006



N/AColonial Grand at Randal Park






7,200,000







302,759



7,200,000



302,759



7,502,759







N/A



2006



N/AColonial Grand at Round Rock






2,400,000







31,895,242



2,400,000



31,895,242



34,295,242



(682,760
)


N/A



2006



N/AColonial Grand at Shelby
    Farms II






10,113,000







(8,761,212
)


10,113,000



(8,761,212
)


1,351,788







N/A



2006



N/AColonial Pinnacle Craft Farms






2,915,467







26,110,818



2,915,467



26,110,818



29,026,285



(391,519
)


N/A



2004



N/AColonial Pinnacle Tannehill






19,161,243











19,161,243







19,161,243







N/A



2006



N/AColonial Pinnacle Tutwiler
    Farm II






1,984,971







5,968,497



1,984,971



5,968,497



7,953,467







N/A



2005



N/AColonial Promenade Alabaster II






5,361,932







4,196,047



5,361,932



4,196,047



9,557,979







N/A



2006



N/AColonial Promenade Fultondale






2,402,438







4,213,866



2,402,438



4,213,866



6,616,304







N/A



2005



N/AColonial Traditions at Gulf Shores






17,304,780







3,173,080



17,304,780



3,173,080



20,477,860







N/A



2005



N/A
 S-5




---



##### Table of Contents



Initial Cost to


Cost


Gross Amount at Which








DateCompany


Capitalized


Carried at Close of Period








Acquired/Buildings and


Subsequent to





Buildings and





Accumulated


Date


Placed in


DepreciableDescription

Encumbrances


Land


Improvements


Acquisition


Land


Improvements


Total


Depreciation


Completed


Service


Lives-YearsCypress Village






26,878,809







15,794,499



26,878,809



15,794,499



42,673,308







N/A



2006



N/AGrander






4,000,000







6,413,579



4,000,000



6,413,579



10,413,579







N/A



2006



N/AMetropolitian






12,471,097







4,097,615



12,471,097



4,097,615



16,568,712







N/A



2006



N/ANorthrop Grumman






3,578,796







9,171,084



3,578,796



9,171,084



12,749,880







N/A



2005



N/ASouthgate at Fairview






1,993,941







1,714,189



1,993,941



1,714,189



3,708,130







N/A



2005



N/ASpanish Oaks






4,950,000







2,916,135



4,950,000



2,916,135



7,866,135







N/A



2006



N/AThe Renwick






4,074,823







6,750,998



4,074,823



6,750,998



10,825,821







N/A



2005



N/AOther Miscellaneous Projects














6,959,325







6,959,325



6,959,325







N/A



2002



N/ACondominium Conversion
    Properties:Capri at Hunters Creek






8,781,859







10,914,351



8,781,859



10,914,351



19,696,210







1999



1998



3-40 YearsColonial Grand at Metrowest






3,421,000



22,592,957



(13,639,893
)


3,421,000



8,953,064



12,374,064







1997



2003



3-40 YearsMurano at Delray Beach










56,238,824



(28,680,543
)






27,558,281



27,558,281







2002



2005



N/APortofino at Jensen Beach










63,094,381



(40,019,233
)






23,075,148



23,075,148







2002



2005



N/AUnimproved Land:Breland Land






9,842,761











9,842,761







9,842,761







N/A



2005



N/ACanal Place Land and Infrastructure






10,951,968







2,948,992



10,951,968



2,948,992



13,900,960







N/A



2005



N/ARandal Park






33,686,904







3,964,057



33,686,904



3,964,057



37,650,961







N/A



2006



N/ACorporate Assets














7,215,845







7,215,845



7,215,845



(7,943,849
)


N/A



N/A



3-7 YearsHeathrow Land and Infrastructure






12,250,568







452,986



12,250,568



452,986



12,703,554







N/A



2002



N/ALakewood Ranch






479,900







780,032



479,900



780,032



1,259,932







N/A



1999



N/ATownPark Land and Infrastructure






8,902,943







7,036,843



8,902,943



7,036,843



15,939,787







N/A



1999



N/AOther Miscellaneous Projects






1,143,896







14,603,144



1,143,896



14,603,144



15,747,040







N/A



2002



N/A$
497,892,870


$
730,136,135


$
2,778,984,659


$
983,297,767


$
739,600,139


$
3,752,818,422


$
4,492,418,562


$
(495,268,311
)
  S-6




---



##### Table of Contents



NOTES TO
    SCHEDULE III
  COLONIAL
    PROPERTIES TRUST
 December 31,
    2006
          Reconciliation
    of Real Estate
  2006


2005


2004Real estate investments:Balance at beginning of year

$
4,554,093,225


$
3,091,323,963


$
2,510,449,263Acquisitions of new property


349,888,353



2,150,264,089



478,208,477Improvements and development


470,553,525



254,999,732



143,497,725Dispositions of property


(882,116,541
)


(942,494,559
)


(40,831,502
)Balance at end of year

$
4,492,418,562


$
4,554,093,225


$
3,091,323,963   Reconciliation
    of Accumulated Depreciation
  2006


2005


2004Accumulated depreciation:Balance at beginning of year

$
463,109,242


$
505,988,402


$
425,487,601Depreciation


148,887,070



135,929,433



104,935,782Depreciation of disposition of
    property


(116,728,000
)


(178,808,593
)


(24,434,981
)Balance at end of year

$
495,268,312


$
463,109,242


$
505,988,402  S-7