##### 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, 2007ORo

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 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
   Large
    accelerated
    filer þ
    Accelerated
    filer o
    Non-accelerated
    filer o
    Smaller
    reporting
    company o (Do not check if a smaller
    reporting company)
  Rule 12b-2 o þ




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##### 



Contents
  PART IItem 1


Business


2Item 1A


Risk Factors


23Item 1B


Unresolved Staff Comments


37Item 2


Properties


38Item 3


Legal Proceedings


54Item 4


Submission of Matters to a Vote of Security
    Holders


54PART IIItem 5


Market for Registrants Common Equity and
    Related Shareholder Matters


55Item 6


Selected Financial Data


57Item 7


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


58Item 7A


Quantitative and Qualitative Disclosures about
    Market Risk


82Item 8


Financial Statements and Supplementary Data


82Item 9


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


137Item 9A


Controls and Procedures


137Item 9B


Other Information


137PART IIIItem 10


Trustees, Executive Officers and Corporate
    Governance


138Item 11


Executive Compensation


138Item 12


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


138Item 13


Certain Relationships and Related Transactions,
    and Director Independence


139Item 14


Principal Accountant Fees and Services


139PART IVItem 15


Exhibits and Financial Statement Schedules


140Signatures


146EX-12.1 RATIO OF EARNINGS TO FIXED CHARGESEX-21.1 LIST OF SUBSIDIARIESEX-23.1 CONSENT OF PRICEWATERHOUSECOOPERS LLPEX-23.2 CONSENT OF WEISER LLPEX-23.3 CONSENT OF PRICEWATERHOUSECOOPERS LLPEX-31.1 SECTION 302, CERTIFICATION OF THE CEOEX-31.2 SECTION 302, CERTIFICATION OF THE CFOEX-32.1 SECTION 906, CERTIFICATION OF THE CEOEX-32.2 SECTION 906, CERTIFICATION OF THE 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, and
    our ability to reinvest sale proceeds in a manner that generates
    favorable returns;
    completion of our strategic initiative to become a multifamily
    focused real estate investment trust (REIT), which
    increases our exposure to risks inherent in investments in a
    single industry;
    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;
    risks of development or conversion of for-sale projects
    including, but not limited to, delays in obtaining required
    governmental permits and authorizations, cost overruns, and
    operating deficits;
    legislative or other regulatory decisions, including government
    approvals, actions and initiatives, including the need for
    compliance with environmental and safety requirements, and
    changes in laws and regulations or the interpretation thereof;
    effects of tax legislative action;
    our ability to continue to satisfy complex rules in order for us
    to maintain our status as a REIT for federal income tax
    purposes, the ability of our operating partnership to satisfy
    the rules to maintain its status as a partnership for federal
    income tax purposes, the ability of certain of our subsidiaries
    to maintain their status 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 financing;
    level and volatility of interest or capitalization rates or
    capital market conditions;
    effect of any terrorist activity or other heightened
    geopolitical crisis;
    other factors affecting the real estate industry
    generally; and 1




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##### Table of Contents




    other risks identified in this annual report on
    Form 10-K
    and, from time to time, in other reports we file with the
    Securities and Exchange Commission (the SEC) or in
    other documents that we publicly disseminate.    Item 1.
    Business.  As used herein, the terms Company,
    Colonial, we, us and
    our refer to Colonial Properties Trust, an Alabama
    real estate investment trust, and one or more of its
    subsidiaries and other affiliates, including Colonial Realty
    Limited Partnership, Colonial Properties Services Limited
    Partnership and Colonial Properties Services, Inc. or, as the
    context may require, Colonial Properties Trust only or Colonial
    Realty Limited Partnership only.
          (205) 250-8700.
 2




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##### Table of Contents



Business
    Strategy
    Form 10-K),
  Form 10-K),
  Form 10-K.
  Form 10-K).
 3




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##### Table of Contents



Form 10-K.
    Merger
    with Cornerstone Realty Income Trust
   4




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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 Grand at Old TownScottsdale North


Phoenix, AZ



208


$
33,800Colonial Grand at Old TownScottsdale South


Phoenix, AZ



264



42,200Colonial Grand at Inverness Commons


Phoenix, AZ



300



41,298Merritt at Godley Station(2)


Savannah, GA



312



20,900Total Consolidated Acquisitions






1,084


$
138,198Unconsolidated Acquisitions:Multifamily Properties(3)Fairmont at Fossil Creek(4)


Fort Worth, TX



240


$
3,195Auberry at Twin Creeks(4)


Dallas, TX



216



3,098Colonial Village at Cary


Raleigh, NC



319



5,980775



12,273Office Properties(3)Huntsville TIC


Huntsville, AL



1,701,925



88,743Total Unconsolidated Acquisitions









$
101,016Completed Developments:Multifamily PropertyColonial Grand at Round Rock


Austin, TX



422


$
35,000Colonial Grand at Canyon Creek(5)


Austin, TX



336



7,900758



42,900Office PropertiesColonial Center Brookwood


Birmingham, AL



169,256



42,800Northrup Grumman Building(6)


Huntsville, AL



110,275



17,000Colonial Center TownPark 300(6)


Orlando, FL



150,000



21,600429,531



81,400Retail PropertiesColonial Pinnacle Tutwiler Farms II


Birmingham, AL



65,000



9,000Colonial Promenade Alabaster II


Birmingham, AL



353,519



22,600Colonial Pinnacle Craft Farms I


Gulf Shores, AL



368,024



48,100786,543



79,700For-Sale PropertiesRegatta at James Island


Charleston, SC



212



25,700Southgate on Fairview(7)


Charlotte, NC



47



16,400259



42,100Total Completed Developments









$
246,100     (1)
    
    Square footage includes
    anchor-owned square footage.(2)
    
    Prior to our acquisition of the
    remaining 65% interest in this property in May 2007, we owned a
    35% interest in this property through one of our unconsolidated
    joint ventures.(3)
    
    Amount represents our portion of
    the acquisition cost, including mortgage debt issued or
    assumed.(4)
    
    In 2008, we sold our interests
    in these properties. See the discussion under Recent
    Events below.(5)
    
    Represents 25% of development
    costs, as we are a 25% equity partner in this unconsolidated
    development.(6)
    
    These completed developments are
    part of the DRA/CLP JV, in which we own 15%.(7)
    
    Total costs are presented net of
    a $0.8 million impairment charge recorded during
    2007. 5




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##### Table of Contents



Acquisitions
    Multifamily
    Properties
  Colonial Grand at Old Town Scottsdale North 208-unit
  Colonial Grand at Old Town Scottsdale South 264-unit
  Fairmont at Fossil Creek 240-unit
  Auberry at Twin Creeks 216-unit
  Colonial Grand at Inverness Commons  300-unit
  Merritt at Godley Station 312-unit
  Colonial Village at Cary 319-unit
  Office
    Properties
  Huntsville TIC 
 6




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##### Table of Contents



Completed
    Developments
  Multifamily
    Properties
  Colonial Grand at Round Rock  422-unit
  Colonial Grand at Canyon Creek  336-unit
  Office
    Properties
  Colonial Center TownPark 300 
  Colonial Center Brookwood 
  Northrop Grumman Building 
  Retail
    Properties
  Colonial Pinnacle Craft Farms I
  Colonial Pinnacle Tutwiler Farms II 
  Colonial Promenade Alabaster II 
  For-Sale
    Properties
  Regatta at James Island  212-unit
  Southgate on Fairview  47-unit
 7




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##### Table of Contents



Development
    Activity
  Form 10-K
 Total








CostsUnits/





Estimated


CapitalizedSquare


Estimated


Total Costs


to DateFeet (1)


Completion


(In thousands)


(In thousands)Multifamily Projects:Current:Colonial Grand at Ayrsley


368



2008


$
34,900


$
26,560Colonial Grand at Ashton Oaks


362



2009



34,300



5,718Colonial Grand at Huntersville


250



2008



25,900



22,088Colonial Grand at Onion Creek (formerly Double Creek)


300



2008



31,800



14,132Colonial Grand at Shelby Farms II


154



2008



13,100



12,301Colonial Village at Godley Lake


288



2008



26,200



10,235Colonial Village at Matthews Commons


216



2008



21,100



2,904Enclave(2)(3)


84



2008



26,200



19,456Future:Colonial Grand at Azure


188



2009



26,400



6,855Colonial Grand at Cityway (formerly Ridell Ranch)


376



2010



34,300



4,490Colonial Grand at Desert Vista


380



2009



52,000



15,621Colonial Grand at Hampton Preserve


486



2010



60,800



11,660Colonial Grand at Randal Park(4)


600



2009



76,700



10,668Colonial Grand at South End


344



2010



52,100



10,148Colonial Grand at Sweetwater


195



2009



24,200



6,333Colonial Grand at Thunderbird


244



2009



29,500



7,666Colonial Grand at Wakefield


365



2009



36,800



4,402CommercialCurrent:Office Projects:Colonial Center TownPark 400(4)


176,000



2008



30,400



16,513Metropolitan(4)


153,000



2008



35,200



26,800Retail Projects:Colonial Promenade Fultondale(5)


100,400



2008



7,136



2,657Colonial Promenade Tannehill


474,000



2008



50,700



21,653Metropolitan(4)


189,000



2008



53,700



25,900Future:Retail Projects:Colonial Pinnacle Craft Farms II


75,000



2011



11,100



1,415Colonial Promenade Huntsville


220,000



2010



17,600



8,556For Sale Projects:Lots:Colonial Traditions at Gulf Shores(3)(6)






2012



22,800



21,576Cypress Village (lots)(3)


236



2014



20,884



17,986Spanish Oaks (lots)(7)


200



2011



16,896



14,044Residential:Grander(3)


26



2010



11,374



8,171Cypress Village II (townhomes)(3)


96



2014



26,600



21,539Metropolitan(4)


101



2009



41,200



12,700Other Projects and Undeveloped Land    Footnotes on the following
    page
 8




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##### Table of Contents



Total








CostsUnits/





Estimated


CapitalizedSquare


Estimated


Total Costs


to DateFeet (1)


Completion


(In thousands)


(In thousands)For-Sale Land and Predevelopment














73,587Heathrow Land and Infrastructure














14,101TownPark Land and Infrastructure














4,191Land & Other














48,784Total Consolidated Construction in Progress













$
531,410Unconsolidated:Regents Park (For-Sale)(3)(8)


23



2009



18,700



17,400Colonial Promenade Smyrna(4)(9)


441,324



2008



17,400



16,400Colonial Grand at Traditions(4)(10)


324



2008



15,100



13,100Colonial Grand at Lake Forest(11)


529



2010



12,600



1,200Total Unconsolidated Construction in Progress













$
48,100     (1)
    
    Square footage for the retail
    assets including anchor-owned square-footage.(2)
    
    Enclave, formerly a for-sale
    residential project, is now being developed as a multifamily
    apartment community.(3)
    
    During the third quarter of
    2007, we recorded a $43.3 million non-cash impairment
    charge ($26.8 million net of income tax) associated with
    these projects as a result of the deterioration in the single
    family housing market. Estimated Total Costs and Costs
    Capitalized to Date are net of the $43.3 million impairment
    charge, $0.8 million of which relates to Southgate on
    Fairview, a for-sale residential property classified as held for
    sale on our Consolidated Balance Sheet.(4)
    
    These projects are part of
    mixed-use developments.(5)
    
    Estimated Total Costs and Costs
    Capitalized to Date are net of $17.2 million, which
    represent a portion of the development placed into service
    during 2007. Total Square Feet is net of 261,000 square
    feet, which represent the portion of the development placed into
    service during 2007.(6)
    
    This project will include the
    sale of undeveloped land parcels.(7)
    
    Estimated Total Costs and Costs
    Capitalized to Date are net of $0.7 million, which
    represent portions of lots sold during 2007.(8)
    
    Development costs represent 40%
    of total development costs, as we are a 40% partner in this
    project.(9)
    
    Development costs represent 50%
    of total development costs, as we are a 50% partner in this
    project.(10)
    
    Development costs represent 35%
    of total development costs, as we are a 35% partner in this
    project.(11)
    
    Development costs represent 20%
    of total development costs, as we are a 20% partner in this
    project. 9




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##### Table of Contents



Multifamily
    Development Activity
  Colonial Grand at Ayrsley  368-unit
  Colonial Grand at Ashton Oaks  362-unit
  Colonial Grand at Huntersville  250-unit
  Colonial Grand at Onion Creek (formerly Double
    Creek)  300-unit
  Colonial Grand at Shelby Farms II  154-unit
  Colonial Village at Godley Lake  288-unit
  Colonial Village at Matthews Commons  216-unit
  Enclave (formerly The Renwick)  84-unit
  Colonial Grand at Traditions  324-unit
  Future
    Multifamily Development Activity
  Colonial Grand at Azure  188-unit
  Colonial Grand at Cityway (formerly Ridell Ranch)  376-unit
 10




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##### Table of Contents



Colonial Grand at Desert Vista (formerly Pecos)  380-unit
  Colonial Grand at Hampton Preserve  486-unit
  Colonial Grand at Randal Park  600-unit
  Colonial Grand at South End  344-unit
  Colonial Grand at Sweetwater  195-unit
  Colonial Grand at Thunderbird  244-unit
  Colonial Grand at Wakefield  365-unit
  Colonial Grand at Lake Forest  529-unit
    Office
    Development Activity
  Colonial Center TownPark 400 
  Metropolitan  ,
  Retail
    Development Activity
  Colonial Promenade Fultondale 
 11




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##### Table of Contents



Colonial Promenade Tannehill 
  Metropolitan  ,
  Colonial Promenade Smyrna 
  Future
    Retail Development Activity
  Colonial Pinnacle Craft Farms II 
  Colonial Promenade Huntsville 
  Ongoing
    For-Sale Development Activity
    Colonial Traditions at Gulf Shores 
  Grander 26-unit
  Cypress Village
  Spanish Oaks
 12




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##### Table of Contents



Metropolitan 101-unit
  Regents Park
  Dispositions
    Multifamily
    Dispositions
    Office
    Dispositions
    Retail
    Dispositions
   13




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##### Table of Contents



Units/Square





Gain onProperty

Location


Feet


Sales Price(1)


Sales of Property(In thousands)


(In thousands)MultifamilyBeacon Hill


Charlotte, NC



349


$
15,909


$
1,144Clarion Crossing


Raleigh, NC



260



15,909



1,144Colonial Grand at Enclave


Atlanta, GA



200



16,863



1,212Colonial Village at Regency Place


Raleigh, NC



180



10,339



743Colonial Village at Timothy Woods


Athens, GA



204



13,250



953Colonial Village at Poplar Place


Atlanta, GA



324



19,573



1,404Colonial Village at Spring Lake


Atlanta, GA



188



11,543



830103,386



7,430
(2)Cape Landing


Myrtle Beach, SC



288



19,513



3,221Colonial Grand at Bayshore


Sarasota, FL



376



15,000



9,216
(3)Colonial Grand at Natchez Trace


Ridgeland, MS



328



25,200



10,876Colonial Grand at Promenade


Montgomery, AL



384



38,000



15,493Colonial Grand at The Reservoir


Ridgeland, MS



170



17,000



5,496Colonial Village at Hendersonville


Nashville, TN



364



6,750



2,309
(3)Mayflower Seaside


Virginia Beach, VA



265



33,000



6,820OfficeDRA/CLP JV


Multiple Cities



6,931,000



1,131,200



214,900
(4)Huntsville TIC


Huntsville, AL



1,701,995



33,000




(5)Las Olas Centre


Fort Lauderdale, FL



469,200



34,635



6,627
(6)St. Petersburg Center


Tampa, FL



675,000



13,999




(6)Retail(7)Britt David Shopping Center


Columbus, GA



102,564



6,276



Colonial Mall Decatur


Huntsville, AL



576,098



23,050



Colonial Mall Lakeshore


Gainesville, GA



518,290



33,165



Colonial Mall Staunton


Staunton, VA



423,967



21,795



Colonial Mayberry Mall


Mount Airy, NC



206,940



4,562



Colonial Promenade Montgomery


Montgomery, AL



209,114



14,509



Colonial Promenade Montgomery North


Montgomery, AL



209,912



7,497



Colonial Shoppes Bellwood


Montgomery, AL



88,482



3,451



Colonial Shoppes McGehee Place


Montgomery, AL



98,255



4,340



Colonial Shoppes Quaker Village


Greensboro, NC



102,223



8,615



Olde Town Shopping Center


Montgomery, AL



38,660



1,766



129,026




(8)OZRE JV


Multiple Cities



2,591,000



360,000



70,200
(9)Rivermont Shopping Center


Chattanooga, TN



73,481



4,200



1,620Colonial Shoppes Yadkinville


Yadkinville, NC



90,917



8,303



3,302Colonial Shoppes Wekiva


Orlando, FL



208,568



27,200



11,768Colonial Shoppes Bear Lake


Orlando, FL



131,655



20,600



11,099Village on the Parkway


Dallas, TX



381,166



74,400



15,458
(10)Colonial Pinnacle Craft Farms I


Gulf Shores, AL



270,600



45,730



4,363
(11)Alabaster II/Tutwiler II


Birmingham, AL



418,500



48,500



15,003
(12)Total









$
2,188,642


$
415,201    Footnotes on the following
    page
 14




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##### Table of Contents



(1)
    
    Sales Price represents the sales
    price of the property, when sold outright, and the
    property/portfolio value for those properties that are sold into
    joint ventures.(2)
    
    These properties were sold as a
    single transaction during January 2007.(3)
    
    Sales Price and Gain on Sale of
    Property represents our 25% interest in these two
    properties.(4)
    
    The DRA/CLP JV properties
    include 24 office properties located in Birmingham and
    Huntsville, AL; Orlando and Tampa, FL; Atlanta, GA; Charlotte,
    NC; and Austin, TX and two adjacent retail properties located in
    Birmingham, AL and Orlando, FL. We retained a 15% interest in
    these properties. The sales price represents 100% of the
    portfolios value (not just our pro rata share of the sales
    price with respect to such properties).(5)
    
    The DRA/CLP JV sold nine office
    assets located in Huntsville, Alabama. We acquired a 40%
    interest (of which 30% is owned by CPSI, our taxable REIT
    subsidiary) in three separate TIC investments of the same nine
    properties.(6)
    
    Sales Price and Gain on Sale of
    Property represents our 15% interest in these two
    properties.(7)
    
    Retail square footage includes
    total square footage of asset including anchor-owned square
    footage.(8)
    
    These properties were sold as a
    single transaction during July 2007. We did not recognize a gain
    on this transaction.(9)
    
    The OZRE Retail JV properties
    include 11 retail properties located in Birmingham, AL; Orlando,
    Punta Gorda, Jacksonville, and Tampa, FL; Athens, GA; and
    Houston, TX. We retained a 15% interest in these properties. The
    sales price represents 100% of the portfolios value (not
    just our pro rata share of the sales price with respect to such
    properties).(10)
    
    Sales Price and Gain on Sale of
    Property represents our 90% interest in this property.(11)
    
    We retained a 15% interest in
    this property. The sales price represents 100% of the
    propertys value (not just our pro rata share of the sales
    price with respect to such property).(12)
    
    We retained a 5% interest in
    these properties. The sales price represents 100% of the
    portfolios value (not just our pro rata share of the sales
    price with respect to such properties).    For-Sale
    Projects
    Year EndedDecember 31,2007(Amounts in thousands)Condominium conversion revenues

$
51,073Condominium conversion costs


(40,972
)Gains on condominium conversion sales, before minority interest
    and income taxes


10,101For-sale residential revenues


26,153For-sale residential costs


(23,016
)Gains on for-sale residential sales, before minority interest
    and income taxes


3,137Minority interest


250Provision for income taxes


(2,630
)Gains on condominium conversion and for-sale residential sales,
    net of minority interest and income taxes

$
10,858Impairment, net of tax

$
(26,800
)    15




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##### Table of Contents



Form 10-K)
  and/or
  Recent
    Events
  Property
    Acquisitions
  270-unit
  Property
    Dispositions
  240-unit
  216-unit
  228-unit
 16




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##### Table of Contents



Financing
    Activities
    Distribution
    Business
    Strategy
      
    realizing growth in income from our existing portfolio of
    properties;
    developing multifamily properties to grow our core portfolio and
    improve the age and quality of our multifamily apartment
    communities in growth markets located in the Sunbelt region of
    the United States, where we have first-hand knowledge of growth
    patterns and local economic conditions;
    developing office, mixed use and open air shopping center
    properties creating value through the sale of a majority
    interest to a joint venture partner or the outright sale of such
    properties 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;
    recycling capital by selectively disposing of assets that are
    approaching or have reached their maximum investment potential
    and reinvesting the proceeds into opportunities with more
    perceived growth potential;
    managing our own properties as well as commercial assets through
    joint venture arrangements, which enables us to better control
    our operating expenses and establish and maintain long-term
    relationships with our office and retail tenants;
    selectively acquiring additional multifamily apartment
    communities in growth markets located in the Sunbelt region of
    the United States;
    completing our existing condominium conversion and for-sale
    residential projects;
    maintaining our third-party property management business, which
    increases cash flow through management fee income stream and
    establishes additional relationships with investors and
    tenants; and
    employing a comprehensive capital maintenance program to
    maintain properties in first-class condition.  Financing
    Strategy
    
    maintaining conservative debt service and fixed charge coverage
    ratios in order to retain 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. 17




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##### Table of Contents



Form 10-K.
  Property
    Management
    Operational
    Structure
  Form 10-K Form 10-K
  Multifamily Portfolio 
  For-Sale Residential
 18




---



##### Table of Contents



Office Portfolio 
  Retail Portfolio 
  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
  Environmental
    Matters
  We could incur significant costs
    related to environmental issues which could adversely affect our
    results of operations through increased compliance costs or our
    financial condition if we become subject to a significant
    liability Form 10-K
  Insurance
   19




---



##### Table of Contents



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

Ordinary Income


Capital Gain


Return of Capital$0.68


20.99
%


79.01
%


0.00
%$0.68


4.49
%


95.51
%


0.00
%$8.08


3.53
%


75.27
%


21.20
%$2.67


3.53
%


75.27
%


21.20
%$0.68


3.21
%


68.46
%


28.33
%$0.50


3.21
%


68.46
%


28.33
%     Available
    Information
  www.colonialprop.com Form 10-K, Form 10-Q, Form 8-K, 1-800-645-3917.
 20




---



##### Table of Contents



Executive
    Officers of the Company
    C. Reynolds Thompson, III and/or
  Weston M. Andress
  Paul F. Earle and/or and/or
  Robert A. Bo Jackson
 21




---



##### Table of Contents



Ray Hutchinson
  John P. Rigrish
  John E. Tomlinson
 22




---



##### Table of Contents



Item 1A.
    Risk
    Factors  Form 10-K,
  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, retail space, or
    single-family housing or a reduction in demand for real estate
    in the markets in which our properties are located;
    a favorable interest rate environment that may result in a
    significant number of potential tenants of our multifamily
    properties deciding to purchase homes instead of renting;
    rent control or stabilization laws, or other laws regulating
    rental housing, which could prevent us from raising rents to
    offset increases in operating costs; and
    changing trends in the demand by consumers for merchandise
    offered by retailers conducting business at our retail
    properties.    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.
   23




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##### Table of Contents



Compliance
    or failure to comply with the Americans with Disabilities Act
    and Fair Housing Act could result in substantial
    costs.
    Increased
    competition and increased affordability of residential homes
    could limit the Companys ability to retain its residents,
    lease apartment homes or increase or maintain
    rents.
    Risks
    Associated with Our Operations
  Our
    revenues are significantly influenced by demand for multifamily
    properties generally, and a decrease in such demand will likely
    have a greater adverse effect on our revenues than if we owned a
    more diversified real estate portfolio.
    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; 24




---



##### Table of Contents




    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;
    competition from other condominiums and other types of
    residential housing;
    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;
    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.  Form 10-K) and/or
  Our
    properties may not generate sufficient rental income to pay our
    expenses if we are unable to lease our new properties or renew
    leases or re-lease space at our existing properties as leases
    expire, which may adversely affect our operating
    results.
    
    local conditions such as an oversupply of, or reduction in
    demand for, multifamily, office or retail properties;
    the attractiveness of our properties to residents, shoppers and
    tenants; 25




---



##### Table of Contents




    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 or increase, even if our revenues decrease,
    causing our results of operations to be adversely
    affected.
    
    the need to pay for insurance and other operating costs,
    including real estate taxes, which could increase over time;
    the need periodically to repair, renovate and re-lease space;
    the cost of compliance with governmental regulation, including
    zoning and tax laws;
    the potential for liability under applicable laws;
    interest rate levels; and
    the availability of financing.      We are
    subject to increased exposure to economic and other factors due
    to the concentration of our properties in the Sunbelt region,
    and an economic downturn, a natural disaster or an act of
    terrorism in the Sunbelt region could adversely affect our
    results of operations or financial condition.
   26




---



##### Table of Contents



Tenant
    bankruptcies and downturns in tenants businesses may
    adversely affect our operating results by decreasing our
    revenues.
    Risks
    associated with the property management, leasing and brokerage
    businesses could adversely affect our results of operations by
    decreasing our revenues.
    
    management contracts or service agreements with third-party
    owners will be terminated and lost to competitors;
    contracts will not be renewed upon expiration or will not be
    available for renewal on terms consistent with current
    terms; and
    leasing and brokerage activity generally may decline.    We
    could incur significant costs related to environmental issues
    which could adversely affect our results of operations through
    increased compliance costs or our financial condition if we
    become subject to a significant liability.
  and/or
 27




---



##### Table of Contents



Costs
    associated with addressing indoor air quality issues, moisture
    infiltration and resulting mold remediation may be
    costly.
    As the
    owner or operator of real property, we could become subject to
    liability for asbestos-containing building materials in the
    buildings on our properties.
    Uninsured
    or underinsured losses could adversely affect our financial
    condition.
      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.
   28




---



##### Table of Contents



We may
    be unable to successfully integrate and effectively manage the
    properties we acquire, which could adversely affect our results
    of operations.
    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.
    
    we may be unable to obtain, or face delays in obtaining,
    necessary zoning, land-use, building, occupancy, and other
    required governmental permits and authorizations, which could
    result in increased development costs
    and/or lower
    than expected leases;
    local real estate market conditions, such as oversupply or
    reduction in demand, may result in reduced or fluctuating rental
    rates;
    we may incur development costs for a property that exceed
    original estimates due to increased materials, labor or other
    costs or unforeseen environmental conditions, which could make
    completion of the property uneconomical;
    land, insurance and construction costs continue to increase in
    our markets and may continue to increase in the future and we
    may be unable to attract rents that compensate for these
    increases in costs; 29




---



##### Table of Contents




    we may abandon development opportunities that we have already
    begun to explore, and we may fail to recover expenses already
    incurred in connection with exploring any such opportunities;
    rental rates and occupancy levels may be lower than anticipated;
    changes in applicable zoning and land use laws may require us to
    abandon projects prior to their completion, resulting in the
    loss of development costs incurred up to the time of
    abandonment; and
    we may experience late completion because of construction
    delays, delays in the receipt of zoning, occupancy and other
    approvals or other factors outside of our control.    Our
    joint venture investments could be adversely affected by our
    lack of sole decision-making authority, our reliance on our
    joint venture partners financial condition, any disputes
    that may arise between us and our joint venture partners and our
    exposure to potential losses from the actions of our joint
    venture partners.
    
    we share decision-making authority with some of our joint
    venture partners regarding major decisions affecting the
    ownership or operation of the joint venture and the joint
    venture properties, such as the acquisition of properties, the
    sale of the properties or the making of additional capital
    contributions for the benefit of the properties, which may
    prevent us from taking actions that are opposed by those joint
    venture partners;
    prior consent of our joint venture partners is required for a
    sale or transfer to a third party of our interests in the joint
    venture, which restricts our ability to dispose of our interest
    in the joint venture;
    our joint venture partners might become bankrupt or fail to fund
    their share of required capital contributions, which may delay
    construction or development of a joint venture property or
    increase our financial commitment to the joint venture;
    our joint venture partners may have business interests or goals
    with respect to the joint venture properties that conflict with
    our business interests and goals, which could increase the
    likelihood of disputes regarding the ownership, management or
    disposition of such properties;
    disputes may develop with our joint venture partners over
    decisions affecting the joint venture properties or the joint
    venture, which may result in litigation or arbitration that
    would increase our expenses and distract our officers
    and/or
    trustees from focusing their time and effort on our business,
    and possibly disrupt the day-to-day operations of the property
    such as by delaying the implementation of important decisions
    until the conflict or dispute is resolved (see, for example, the
    discussion under Note 19 to our Notes to Consolidated
    Financial Statements included in Item 8 of this
    Form 10-K);
    we may suffer losses as a result of the actions of our joint
    venture partners with respect to our joint venture
    investments; and
    our joint venture partner may elect to sell or transfer its
    interests in the joint venture to a third party, which may
    result in our loss of management and leasing responsibilities
    and fees that we currently receive from the joint venture
    properties.  Failure
    to succeed in new markets may limit the companys
    growth.
    
    an inability to evaluate accurately local apartment or for-sale
    residential housing market conditions and local economies;
    an inability to obtain land for development or to identify
    appropriate acquisition opportunities; 30




---



##### Table of Contents




    an inability to hire and retain key personnel; and
    lack of familiarity with local governmental and permitting
    procedures.  Risks
    Associated with Our Indebtedness and Financing
  We
    have substantial indebtedness and our cash flow may not be
    sufficient to make required payments on our indebtedness or
    repay our indebtedness as it matures.
  We rely on debt financing for our business. ,
      Our
    degree of leverage could limit our ability to obtain additional
    financing which would negatively impact our results of operation
    and financial condition.
    Due to
    the amount of our variable rate debt, rising interest rates
    would adversely affect our results of operation.
   31




---



##### Table of Contents



We
    have entered into debt agreements with covenants that restrict
    our operating activities, which could adversely affect our
    results of operations, and violation of these restrictive
    covenants could adversely affect our financial condition through
    debt defaults or acceleration.
    
    collateralized debt to total asset value ratio;
    fixed charge coverage ratio;
    total liabilities to total asset value ratio;
    total permitted investments to total asset value ratio; and
    unencumbered leverage ratio.    
    incur collateralized and unsecured indebtedness;
    sell all or substantially all or our assets; and
    engage in mergers, consolidations and acquisitions.    Our
    inability to obtain sufficient third party financing could
    adversely affect our results of operations and financial
    condition because we depend on third party financing for our
    development, expansion and acquisition activities.
    Our
    senior notes do not have an established trading market,
    therefore, holders of our notes may not be able to sell their
    notes
   32




---



##### Table of Contents



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.    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.
 33




---



##### Table of Contents




    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.
    A
    large number of shares available for future sale could adversely
    affect the market price of our common shares.
   34




---



##### Table of Contents



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
    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.
   35




---



##### Table of Contents



Form 10-K
    Even
    if we qualify as a REIT, we will be required to pay some taxes
    (particularly related to our taxable REIT
    subsidiary).
   36




---



##### Table of Contents



Item 1B.
    Unresolved
    Staff Comments.   37




---



##### Table of Contents



Item 2.
    Operating
    Properties.  General
    Form 10-K).
    Summary
    of Consolidated Operating Properties
  Number of


Units/ NRA/








Total 2007 OperatingOperating


GRA at


Total 2007 Operating


Revenues from


Property Revenue


Percent of Total


PercentageProperties at


December 31,


Property Revenue


Discontinued


from Continuing


2007 Operating


Occupancy atType of Operating Property

December 31, 2007


2007(1)


(2)(3)


Operations in 2007


Operations(4)


Property Revenue


Dec. 31, 2007(5)Multifamily


102



30,371


$
297,655,822


$
45,395,755


$
252,260,067



73.2
%


96.0
%Office


2



206,703



57,348,924



521,513



56,827,411



14.1
%


97.1
%Retail


4



1,042,306



51,630,567



17,000,584



34,629,983



12.7
%


90.4
%Total


108






$
406,635,313


$
62,917,852


$
343,717,461



100.0
%     (1)
    
    For purposes of this table,
    units refer 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)
    
    Total 2007 Operating Property
    Revenue is calculated for the year ended December 31, 2007,
    and, as a result, includes revenue attributable to consolidated
    properties acquired or disposed of during 2007 that are not
    reflected in the Number of Operating Properties
    column.(3)
    
    Amount includes $62,917,852 of
    revenue from properties classified as discontinued operations
    during 2007. In order to arrive at consolidated property
    revenues of $343,717,461, in accordance with accounting
    principles generally accepted in the United States
    (GAAP), this amount must be removed from the total
    property revenue.(4)
    
    Total Operating Property Revenue
    from Continuing Operations can be calculated by adding Minimum
    rent, Minimum rent from affiliates, Percentage rent, Tenant
    recoveries and Other property related revenue on our
    Consolidated Statements of Income and Comprehensive
    Income.(5)
    
    Excludes the units/square feet
    of developments of one multifamily apartment community
    (336 units), one office property (169,256 square feet)
    and one retail property (260,649 square feet) that had not
    achieved stabilized occupancy as of December 31,
    2007.  Multifamily
    Properties
  lease-up, and/or
 38




---



##### Table of Contents



Consolidated
    Multifamily Properties
  Average


Total Multifamily


Percent of TotalNumber


Approximate





Rental


Operating Property


Multifamily PropertyConsolidated Multifamily



Year

of


Rentable Area


Percent


Rate


Revenue for


Operating RevenueProperty(1)

Location

Completed(2)

Units(3)


(Square Feet)


Occupied


Per Unit(4)


2007(5)


for 2007(6)Alabama:CG at Edgewater I

Huntsville

1990


500



541,368



95.2
%

$
762


$
4,636,830



1.5
%CG at Liberty Park

Birmingham

2000


300



338,684



97.3
%


1,057



3,492,151



1.2
%CG at Madison

Huntsville

2000


336



354,592



94.9
%


853



3,495,156



1.2
%CG at Promenade

Montgomery

2000


-



-



-



-



460,942
(7)


0.2
%CV at Ashford Place

Mobile

1983


168



145,600



99.4
%


632



1,269,292



0.4
%CV at Huntleigh Woods

Mobile

1978


233



198,861



96.6
%


596



1,667,654



0.6
%CV at Inverness II & III

Birmingham

1986/87/90


586



508,597



95.9
%


697



4,188,995



1.4
%CV at Trussville

Birmingham

1996 /1997


376



410,340



94.7
%


819



3,393,784



1.1
%Subtotal  Alabama






2,499



2,498,042



95.9
%


779



22,604,804



7.6
%ArizonaCG at Inverness Commons

Scottsdale

2002


300



267,900



95.3
%


905



2,218,762
(8)


0.7
%CG at OldTown Scottsdale North

Scottsdale

1995


208



181,904



95.2
%


1,143



1,895,122
(8)


0.7
%CG at OldTown Scottsdale South

Scottsdale

1994


264



234,112



96.6
%


1,135



2,548,423
(8)


0.9
%CG at Scottsdale

Scottsdale

1999


180



182,857



98.9
%


1,285



2,442,622



0.8
%Subtotal  Arizona






952



866,773



96.3
%


1,093



9,104,929



3.1
%Florida:Azur at Metrowest

Orlando

1997


-



-



-



-



132,767
(9)


0.0
%Capri at Hunters Creek

Orlando

-


-



-



-



-



179,365
(9)


0.1
%CG at Heather Glen

Orlando

2000


448



523,228



98.0
%


990



5,672,430



1.9
%CG at Heathrow

Orlando

1997


312



353,040



97.8
%


1,046



3,814,919



1.3
%CG at Hunters Creek

Orlando

1997


496



624,464



96.6
%


1,045



6,466,587
(10)


2.1
%CG at Lakewood Ranch

Sarasota

1999


288



301,656



99.7
%


1,079



3,726,552



1.3
%CG at Seven Oaks

Tampa

2004


318



301,521



96.5
%


990



3,693,168



1.2
%CG at Town Park Reserve

Orlando

2004


80



77,416



95.0
%


1,218



1,161,497



0.4
%CG at Town Park(Lake Mary)

Orlando

2002


456



564,056



94.7
%


1,094



5,744,596



1.9
%CV at Twin Lakes

Orlando

2004


460



417,808



95.2
%


959



5,103,185



1.7
%Murano at Delray Beach

West Palm Beach

2002


-



-



-



-



181,038



0.1
%Portofino at Jensen Beach

Port St. Lucie

2002


-



-



-



-



130,596



0.0
%Murano at Delray Beach

West Palm Beach

2002


93



112,273



95.7
%


1,196



482,838
(11)


0.2
%Portofino at Jensen Beach

Port St. Lucie

2002


118



136,670



98.3
%


876



504,479
(11)


0.2
%Subtotal  Florida






3,069



3,412,132



96.7
%


1,032



36,994,017



12.4
%Georgia:CG at Barrett Creek

Atlanta

1999


332



309,962



97.9
%


798



3,522,204



1.2
%CG at Berkeley Lake

Atlanta

1998


180



244,217



97.2
%


1,110



2,094,610



0.7
%CG at Enclave

Atlanta

1995


-



-



-







128,292
(7)


0.0
%CG at Godley Station I

Savannah

2005


312



337,344



94.9
%


943



1,987,995
(8)


0.7
%CG at Hammocks

Savannah

1997


308



323,844



97.1
%


950



3,673,995



1.2
%CG at McDaniel Farm

Atlanta

1997


425



456,834



94.6
%


941



4,436,767



1.5
%CG at McGinnis Ferry

Atlanta

1997


434



509,455



97.7
%


970



4,622,351



1.6
%CG at Mount Vernon

Atlanta

1997


213



257,180



97.7
%


1,151



2,869,766



1.0
%CG at Pleasant Hill

Atlanta

1996


502



501,816



95.4
%


1,014



4,803,488



1.7
%CG at River Oaks

Atlanta

1992


216



276,208



96.8
%


1,101



2,332,002



0.8
%CG at River Plantation

Atlanta

1994


232



310,364



91.8
%


1,076



2,505,635



0.8
%CG at Shiloh

Atlanta

2002


498



533,412



94.0
%


983



5,369,947



1.8
%CG at Sugarloaf

Atlanta

2002


250



328,558



95.6
%


1,034



2,800,994



0.9
%CV at Greentree

Savannah

1984


194



165,216



96.9
%


765



1,796,631



0.6
%CV at Huntington

Savannah

1986


147



121,112



97.3
%


806



1,326,090



0.4
%CV at Marsh Cove

Savannah

1983


188



197,200



98.9
%


847



1,799,914



0.6
%CV at Poplar Place

Atlanta

1989/1995


-



-



-



-



152,479
(7)


0.1
%CV at Spring Lake

Atlanta

1986


-



-



-



-



83,275
(7)


0.0
%CV at Timothy Woods

Athens

1996


-



-



-



-



91,988
(7)


0.0
%Subtotal  Georgia






4,431



4,872,722



96.0
%


1,041



46,398,424



15.6
%Mississippi:CG at Natchez Trace

Jackson

1995 /1997


-



-



-



-



1,418,763
(7)


0.5
%CG at The Reservoir

Jackson

2000


-



-



-



-



937,312
(7)


0.3
%Subtotal  Mississippi






















2,356,075



0.8
% 39




---



##### Table of Contents



Average


Total Multifamily


Percent of TotalNumber


Approximate





Rental


Operating Property


Multifamily PropertyConsolidated Multifamily



Year

of


Rentable Area


Percent


Rate


Revenue for


Operating RevenueProperty(1)

Location

Completed(2)

Units(3)


(Square Feet)


Occupied


Per Unit(4)


2007(5)


for 2007(6)North Carolina:Autumn Park I & II

Greensboro

2001 /2004


402



403,776



95.0
%


874



3,669,313



1.1
%Beacon Hill

Charlotte

1985


-



-



-



-



127,317
(7)


0.0
%CG at Arringdon

Raleigh

2003


320



311,200



94.1
%


927



3,155,029



1.1
%CG at Ayrsley

Charlotte

DEV


-



-



-



-



71,018



0.0
%CG at Beverly Crest

Charlotte

1996


300



278,685



93.7
%


869



2,852,945



1.0
%CG at Crabtree Valley

Raleigh

1997


210



209,670



98.1
%


923



1,957,595



0.7
%CG at Huntersville

Charlotte

DEV


-



-



-



-



180,095



0.1
%CG at Legacy Park

Charlotte

2001


288



300,768



95.5
%


882



2,719,014



0.9
%CG at Mallard Creek

Charlotte

2004


252



232,646



100.0
%


927



2,584,436



0.9
%CG at Mallard Lake

Charlotte

1998


302



300,806



97.4
%


893



2,934,055



1.0
%CG at Patterson Place

Raleigh

1997


252



236,756



98.8
%


938



2,487,592



0.8
%CG at Trinity Commons

Raleigh

2000 /2002


462



484,404



98.1
%


876



4,356,722



1.5
%CG at University Center

Charlotte

2006


156



167,028



95.5
%


852



1,485,943



0.5
%CG at Wilmington

Wilmington

1998 /2002


390



355,896



93.6
%


773



3,481,297
(10)


1.2
%Clarion Crossing

Raleigh

1985


-



-



-



-



112,808
(7)


0.0
%CV at Chancellor Park

Charlotte

1996


340



326,410



97.1
%


858



3,020,774



1.0
%CV at Charleston Place

Charlotte

1986


214



172,405



96.7
%


698



1,560,953
(10)


0.5
%CV at Deerfield

Raleigh

1985


204



198,180



97.5
%


854



1,771,686



0.6
%CV at Greystone

Charlotte

1998 /2000


408



386,988



92.9
%


768



3,270,505
(10)


1.1
%CV at Highland Hills

Raleigh

1987


250



262,639



93.6
%


994



2,027,655



0.7
%CV at Meadow Creek

Charlotte

1984


250



230,430



93.6
%


721



1,963,890



0.7
%CV at Mill Creek

Winston-Salem

1984


220



209,680



94.1
%


664



1,532,168
(10)


0.5
%CV at Pinnacle Ridge

Asheville

1948 /1985


166



146,856



99.4
%


744



1,335,406



0.4
%CV at Regency Place

Raleigh

1986


-



-



-



-



65,305
(7)


0.0
%CV at South Tryon

Charlotte

2002


216



236,088



94.9
%


846



1,993,520



0.7
%CV at Stone Point

Charlotte

1986


192



172,928



96.4
%


754



1,724,950
(10)


0.6
%CV at Timber Crest

Charlotte

2000


282



273,408



94.7
%


836



2,270,439
(10)


0.8
%Glen Eagles I & II

Winston-Salem

1990 /2000


310



313,520



90.0
%


773



2,378,046



0.8
%Heatherwood

Charlotte

1980


476



438,563



92.2
%


709



3,422,828



1.1
%Parkside at Woodlake

Raleigh

1996


266



255,124



97.0
%


770



2,093,437



0.7
%Subtotal  North Carolina






7,128



6,904,854



95.3
%


829



62,606,742



21.0
%South Carolina:Cape Landing

Myrtle Beach

1997 /1998


-



-



-



-



1,207,043
(7)


0.4
%CG at Cypress Cove

Charleston

2001


264



303,996



97.3
%


932



2,836,580



0.9
%CG at Quarterdeck

Charleston

1987


230



218,880



97.0
%


929



2,538,006



0.9
%CV at Hampton Pointe

Charleston

1986


304



314,600



95.7
%


816



2,943,600



1.0
%CV at Waters Edge

Charleston

1985


204



187,640



94.1
%


773



1,823,250



0.6
%CV at Westchase

Charleston

1985


352



258,170



97.7
%


703



3,012,555



1.0
%CV at Windsor Place

Charleston

1985


224



213,440



97.8
%


760



2,093,593



0.7
%Merritt at James Island

Charleston

2002


-



-



-



-



503
(9)


0.0
%Subtotal  South Carolina






1,578



1,496,726



96.7
%


813



16,455,128



5.5
%TennesseeCG at Bellevue

Nashville

1996


349



343,977



97.1
%


941



3,756,881



1.2
%CG at Shelby Farms I

Memphis

1998


296



317,596



95.9
%


865



2,973,637
(10)


1.0
%CG at Shelby Farms II

Memphis

DEV


-



-



-



-



185,876
(10)


0.1
%Subtotal  Tennessee






645



661,573



96.6
%


906



6,916,394



2.3
%Texas:Brookfield

Dallas

1984


232



165,672



94.0
%


600



1,553,485
(10)


0.5
%CG at Bear Creek

Fort Worth

1998


436



395,137



97.9
%


1,003



4,474,265



1.5
%CG at Round Rock

Austin

2006


422



429,650



96.2
%


1,032



4,182,666



1.4
%CG at Silverado

Austin

2004


238



239,603



91.6
%


1,014



2,306,387



0.8
%CG at Silverado Reserve

Austin

2006


256



266,446



92.6
%


1,056



2,665,804



0.9
%CG at Valley Ranch

Dallas

1997


396



462,104



97.7
%


1,120



4,986,743



1.6
%Cottonwood Crossing

Fort Worth

1985


200



150,200



96.0
%


596



1,284,238
(10)


0.4
%CV at Bear Creek

Fort Worth

1984


120



90,600



96.7
%


713



955,278
(10)


0.3
%CV at Bedford

Fort Worth

1983


238



157,564



96.2
%


619



1,672,711
(10)


0.6
%CV at Canyon Hills

Austin

1996


229



183,056



97.8
%


745



1,992,010



0.7
%CV at Grapevine I & II

Fort Worth

1985


450



380,468



96.0
%


777



4,030,415
(12)


1.4
%CV at Main Park

Dallas

1984


192



180,258



97.9
%


829



1,840,532



0.6
%CV at North Arlington

Fort Worth

1985


240



190,540



97.9
%


702



1,862,695



0.6
%CV at Oakbend

Dallas

1996


426



382,690



95.3
%


848



3,807,563



1.3
%CV at Pear Ridge

Dallas

1988


242



198,522



98.3
%


733



1,990,663
(10)


0.7
%CV at Quarry Oaks

Austin

1996


533



469,988



96.8
%


813



4,810,403



1.6
%CV at Shoal Creek

Fort Worth

1996


408



388,426



95.8
%


949



4,042,565



1.4
%CV at Sierra Vista

Austin

1999


232



205,604



94.4
%


807



2,044,477



0.7
%CV at Vista Ridge

Dallas

1985


300



228,696



97.7
%


662



2,181,377
(13)


0.7
%CV at Willow Creek

Fort Worth

1996


478



426,909



97.3
%


947



4,495,484



1.5
%Paces Cove

Dallas

1982


328



219,726



96.6
%


584



1,986,957
(10)


0.7
%Remington Hills

Dallas

1984


362



346,592



96.4
%


882



3,221,735



1.1
%Summer Tree

Dallas

1980


232



136,272



95.7
%


562



1,479,747



0.5
%Subtotal  Texas






7,190



6,294,723



96.3
%


835



63,868,199



21.5
% 40




---



##### Table of Contents



Average


Total Multifamily


Percent of TotalNumber


Approximate





Rental


Operating Property


Multifamily PropertyConsolidated Multifamily



Year

of


Rentable Area


Percent


Rate


Revenue for


Operating RevenueProperty(1)

Location

Completed(2)

Units(3)


(Square Feet)


Occupied


Per Unit(4)


2007(5)


for 2007(6)Virginia:Ashley Park

Richmond

1988


272



194,464



96.3
%


745



2,393,417
(10)


0.8
%CV at Chase Gayton

Richmond

1984


328



311,196



97.6
%


935



3,121,452



1.1
%CV at Greenbrier

Washington DC

1980


258



218,235



99.2
%


969



3,085,895



1.0
%CV at Hampton Glen

Richmond

1986


232



177,760



98.7
%


890



2,454,152



0.8
%CV at Harbour Club

Norfolk

1988


213



193,163



91.5
%


996



2,468,748



0.8
%CV at Tradewinds

Norfolk

1988


284



279,884



91.9
%


960



3,036,596



1.0
%CV at Waterford

Richmond

1989


312



288,840



96.5
%


923



3,210,689



1.2
%CV at West End

Richmond

1987


224



137,310



99.6
%


831



2,214,481



0.7
%Mayflower Seaside

Norfolk

1950


-



-



-



-



1,499,845
(7)


0.5
%Trolley Square East & West

Richmond

1964 /1965


331



169,499



92.7
%


779



3,066,287



1.0
%Trophy Chase I & II

Charlottesville

1970


425



369,664



91.3
%


788



3,799,545



1.3
%Subtotal  Virginia






2,879



2,340,015



95.2
%


874



30,351,108



10.2
%TOTAL






30,371



29,347,560



96.0
%

$
880


$
297,655,822



100.0
%     (1)
    
    At December 31, 2007, only
    102 of the properties listed above are 100% owned by us. As
    reflected in the notes below, the other properties listed above
    reflect properties that were consolidated during 2007 before
    being sold outright or sold to joint ventures in which we retain
    an ownership interest. All properties are 100% owned by us. In
    the listing of multifamily property names, CG has been used as
    an abbreviation for Colonial Grand and CV as an abbreviation for
    Colonial Village.(2)
    
    Represents year initially
    completed or, where applicable, year(s) in which additional
    phases were completed at the property.(3)
    
    Units (in this table only) refer
    to multifamily apartment units. Number of units includes all
    apartment units occupied or available for occupancy at
    December 31, 2007.(4)
    
    Represents weighted average
    rental rate per unit of the 102 consolidated multifamily
    properties at December 31, 2007.(5)
    
    Total Multifamily Operating
    Property Revenue for 2007 includes property operating revenue
    for each of our 102 consolidated multifamily properties at
    December 31, 2007, as well as 12 consolidated properties
    sold during 2007, three properties in development, two
    properties that were previously condominium projects and three
    that were converted to condominiums.(6)
    
    Percent of Total Multifamily
    Operating Property Revenue for 2007 represents each
    propertys proportionate share of Total Multifamily
    Operating Property Revenue for 2007 from our 102 consolidated
    multifamily properties, as well as 12 consolidated properties
    sold during 2007, three properties in development, two
    properties that were previously condominium projects and three
    properties that were converted to condominiums.(7)
    
    Represents revenues from
    January 1, 2007 through the date the properties were sold
    during 2007.(8)
    
    Represents revenues from the
    date of our acquisition of this property in 2007 through
    December 31, 2007.(9)
    
    These properties are condominium
    conversions properties that are classified as held for
    sale.(10)
    
    These are operating properties
    that are classified as held for sale.(11)
    
    These properties were previously
    condominium projects. During the first quarter of 2007, the
    Company made the decision to lease all remaining unsold units at
    both projects.(12)
    
    This property was renamed during
    2007, from CV at Grayson Square I & II to CV at
    Grapevine I & II.(13)
    
    This property was renamed during
    2007, from CV at Paces Point to CV at Vista Ridge. 41




---



##### Table of Contents



Unconsolidated
    Multifamily Properties
  AverageYear


Number


Approximate





RentalUnconsolidated Multifamily



Completed


of


Rentable Area


Percent


RateProperty(1)

Location

(2)


Units(3)


(Square Feet)


Occupied


Per Unit(4)Alabama:CG at Mountain Brook

Birmingham


1987/1991



392



392,700



98.2
%


808Colony Woods

Birmingham


1988



414



450,682



98.3
%


752CV at Rocky Ridge

Birmingham


1984



226



258,900



94.7
%


773Madison at Shoal Run

Birmingham


1985



276



249,300



93.5
%


691Meadows at Brook Highland

Birmingham


1987



400



465,605



95.5
%


759The Grove at Riverchase

Birmingham


1996



345



344,625



95.4
%


837Subtotal  Alabama








2,053



2,161,812



96.2
%


773CaliforniaPark Crossing

Fairfield


2006



200



209,928



96.0
%


1,455Subtotal  California








200



209,928



96.0
%


1,455Florida:CG at Palma Sola

Sarasota


1992



340



293,272



93.2
%


866Subtotal  Florida








340



293,272



93.2
%


866Georgia:CG at Huntcliff

Atlanta


1997



358



364,633



96.1
%


1,074Subtotal  Georgia








358



364,633



96.1
%


8,355North Carolina:CG at Research Park (Durham)

Raleigh


2002



370



383,703



96.8
%


967CV at Cary

Raleigh


1995



319



400,127



98.4
%


549CV at Matthews JV

Charlotte


1990



270



255,712



97.4
%


790Subtotal  North Carolina








959



1,039,542



97.5
%


778South Carolina:Arbors at Windsor Lake

Columbia


1991



228



216,240



93.4
%


796Stone Ridge

Columbia


1972



191



199,226



95.3
%


668Subtotal  South Carolina








419



415,466



94.3
%


738TennesseeCG at Brentwood

Nashville


1995



254



286,922



98.4
%


1,027Subtotal  Tennessee








254



286,922



98.4
%


1,027Texas:Auberry at Twin Creeks

Dallas


2006



216



214,448



97.2
%


831Belterra

Fort Worth


2006



288



278,292



96.2
%


969Canyon Creek LP(5)

Austin


2007



336



348,960



LU



Cunningham

Austin


2000



280



257,338



93.9
%


888Fairmont at Fossil Creek

Fort Worth


2005



240



223,252



97.1
%


809Subtotal  Texas








1,360



1,322,290



96.0
%


663TOTAL








5,943



6,093,865



96.1
%

$
803     (1)
    
    We hold between a 5% 
    35% non-controlling interest in these unconsolidated joint
    ventures. In the listing of multifamily property names, CG has
    been used as an abbreviation for Colonial Grand and CV as an
    abbreviation for Colonial Village.(2)
    
    Represents year initially
    completed or, where applicable, year(s) in which additional
    phases were completed at the property.(3)
    
    For the purposes of this table,
    units refer to multifamily apartment units. Number of units
    includes all apartment units occupied or available for occupancy
    at December 31, 2007.(4)
    
    Represents weighted average
    rental rate per unit of the 19 unconsolidated multifamily
    properties not in
    lease-up at
    December 31, 2007.(5)
    
    This property is currently in
    lease-up and
    is not included in the Percent Occupied and Average Rental Rate
    per Unit totals. 42




---



##### Table of Contents



Average BaseNumber


Percent


Rental RateYear-End

of Units


Leased(1)


Per UnitDecember 31, 2007


30,371



96.0
%

$
880December 31, 2006


32,715



95.5
%

$
851December 31, 2005


34,272



95.3
%

$
817December 31, 2004


15,489



94.7
%

$
851December 31, 2003


12,391



92.9
%

$
742     (1)
    
    Represents weighted average
    occupancy of the multifamily properties that had achieved
    stabilized occupancy at the end of the respective period
    (excluding one property in
    lease-up at
    December 31, 2007).    Average BaseNumber


Percent


Rental RateYear-End

of Units


Leased(1)


Per UnitDecember 31, 2007


36,314



96.0
%

$
868December 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
%

$
794     (1)
    
    Represents weighted average
    occupancy of the multifamily properties that had achieved
    stabilized occupancy at the end of the respective period
    (excluding one property in
    lease-up at
    December 31, 2007).  Office
    Properties
  lease-up),
 43




---



##### Table of Contents



Consolidated
    Office Properties
  Average Base


Total Office


Percent of TotalYear


Net Rentable





Total


Rent Per


Operating Property


Office OperatingConsolidated







Completed


Area


Percent


Annualized


Leased


Revenue for


Property RevenueOffice Property(1)




Location


(2)


Square Feet


Leased


Base Rent


Square Foot


2007(3)


for 2007(4)Alabama:Colonial Center Blue Lake(5)






Birmingham



1982 /95



-



-



-



-


$
1,350,365
(6)


2.4
%Colonial Center Colonnade(5)






Birmingham



1989 /99



-



-



-



-



4,009,272
(6)


7.1
%Brookwood






Birmingham



2007



169,256



LU



-



-



1,585,540
(7)


2.8
%Riverchase Center(5)






Birmingham



1984-88



-



-



-



-



1,426,232
(6)


2.5
%International Park(5)






Birmingham



1987/89/99



-



-



-



-



1,868,449
(6)


3.3
%Independence Plaza(5)






Birmingham



1979



-



-



-



-



820,460
(6)


1.4
%Colonial Plaza(5)






Birmingham



1999



-



-



-



-



1,406,945
(6)


2.5
%Colonial Center Lakeside(5)






Huntsville



1989 /90



-



-



-



-



935,181
(6)


1.6
%Colonial Center Research Park(5)






Huntsville



1999



-



-



-



-



987,091
(6)


1.7
%Colonial Center Research Place(5)






Huntsville



1979/84/88



-



-



-



-



1,441,255
(6)


2.5
%DRS Building(5)






Huntsville



1972/86/90/03



-



-



-



-



802,955
(6)


1.4
%Regions Center(5)






Huntsville



1990



-



-



-



-



1,403,311
(6)


2.4
%Perimeter Corporate Park(5)






Huntsville



1986 /89



-



-



-



-



1,793,653
(6)


3.1
%Progress Center(5)






Huntsville



1983-91



-



-



-



-



1,206,930
(6)


2.1
%Research Park Office Center(5)






Huntsville



1984 /00



-



-



-



-



1,288,818
(6)


2.2
%Northrop Grumman(5)






Huntsville



2007



-



-



-



-



576,744
(6)


1.0
%250 Commerce St






Montgomery



1904 /81



37,447



97.1
%


524,468



14.42



528,264
(8)


0.9
%Subtotal-Alabama














206,703



97.1
%


524,468



14.42



23,431,464



40.9
%Florida:901 Maitland Center(5)






Orlando



1985



-



-



-



-



1,072,507
(6)


1.9
%Colonial Center at TownPark(5)






Orlando



2001



-



-



-



-



6,435,237
(6)


11.2
%Colonial TownPark Office(5)






Orlando



2004



-



-



-



-



371,192
(6)


0.6
%Colonial Center Heathrow(5)






Orlando



1988/96/00



-



-



-



-



7,718,949
(6)


13.5
%Colonial Place I & II(5)






Tampa



1984 /1986



-



-



-



-



3,857,883
(6)


6.7
%Colonial Center at Bayside(5)






Tampa



1988/94/97



-



-



-



-



1,876,254
(6)


3.3
%Concourse Center(5)






Tampa



1981 /85



-



-



-



-



2,492,113
(6)


4.3
%Subtotal-Florida






























23,824,135



41.5
%Georgia:The Peachtree(5)






Atlanta



1989



-



-



-



-



4,168,079
(6)


7.3
%Subtotal-Georgia






























4,168,079



7.3
%North Carolina:Esplanade(5)






Charlotte



1981 /2007



-



-



-



-



1,319,315
(6)


2.3
%Subtotal-North Carolina






























1,319,315



2.3
%Texas:Research Park Plaza III and IV(5)






Austin



2001



-



-



-



-



4,605,930
(6)


8.0
%Subtotal-Texas






























4,605,930



8.0
%TOTAL














206,703



97.1
%

$
524,468


$
14.42


$
57,348,924



100.0
%     (1)
    
    At December 31, 2007, only
    two of the properties listed above are 100% owned by us. As
    reflected in the notes below, the other properties listed above
    reflect properties that were consolidated during 2007 before
    being sold outright or sold to joint ventures in which we retain
    an ownership interest.(2)
    
    Represents year initially
    completed or, where applicable, most recent year in which the
    property was substantially renovated or in which an additional
    phase of the property was completed.(3)
    
    Total Office Operating Property
    Revenue for 2007 includes property operating revenue for each of
    our two consolidated office properties at December 31,
    2007, as well as 46 consolidated properties sold during 2007
    through the date of sale.(4)
    
    Percent of Total Office
    Operating Property Revenue for 2007 represents each of the
    propertys proportionate share of Total Office Operating
    Property Revenue for 2007 from our two consolidated office
    properties, as well as 46 consolidated properties sold during
    2007.(5)
    
    These properties were
    transferred to the DRA/CLP JV. We retained a 15% interest in
    these properties through a non-controlling interest in this
    joint venture.(6)
    
    Represents revenues from
    January 1, 2007 through the date the property was sold
    during 2007.(7)
    
    This property is currently in
    lease-up and
    is not included in the Percent Leased and Average Base Rent per
    Leased Square Foot property totals.(8)
    
    This operating property is
    classified as held for sale. 44




---



##### Table of Contents



Unconsolidated
    Office Properties
  Average BaseYear


Net Rentable





Total


Rent PerUnconsolidated



Completed


Area


Percent


Annualized


LeasedOffice Property(1)

Location

(2)


Square Feet


Leased


Base Rent


Square FootAlabama:Colonial Center Blue Lake DRA/CLPJV

Birmingham



1982 /95



166,590



98.8
%

$
3,020,555


$
18.35Colonial Center Colonnade DRA/CLPJV

Birmingham



1989 /99



419,387



98.7
%


8,421,410



20.34Riverchase Center DRA/CLPJV

Birmingham



1984-88



306,143



93.5
%


2,920,032



10.20Land Title Bldg

Birmingham



1975



29,988



100.0
%


409,208



13.65International Park DRA/CLPJV

Birmingham



1987/89/99



210,984



100.0
%


4,007,593



18.99Independence Plaza DRA/CLPJV

Birmingham



1979



106,216



96.5
%


1,820,053



17.76Colonial Plaza DRA/CLPJV

Birmingham



1999



170,850



89.1
%


2,300,144



15.11Colonial Center Lakeside DRA/CLPJV

Huntsville



1989 /90



-



-



-



-Colonial Center Lakeside TIC(3)

Huntsville



1989 /90



122,162



100.0
%


1,737,762



14.23Colonial Center Research Park DRA/CLPJV

Huntsville



1999



-



-



-



-Colonial Center Research Park TIC(3)

Huntsville



1999



133,750



100.0
%


2,344,695



17.53Colonial Center Research Place DRA/CLPJV

Huntsville



1979/84/88



-



-



-



-Colonial Center Research Place TIC(3)

Huntsville



1979/84/88



272,558



100.0
%


3,458,395



12.69DRS Building DRA/CLPJV

Huntsville



1972/86/90/03



-



-



-



-DRS Building TIC(3)

Huntsville



1972/86/90/03



215,485



100.0
%


1,757,766



8.16Regions Center DRA/CLPJV

Huntsville



1990



-



-



-



-Regions Center TIC(3)

Huntsville



1990



154,399



96.1
%


2,540,633



17.12Perimeter Corporate Park DRA/CLPJV

Huntsville



1986 /89



-



-



-



-Perimeter Corporate Park TIC(3)

Huntsville



1986 /89



234,851



99.7
%


4,042,403



17.26Progress Center DRA/CLPJV

Huntsville



1983-91



-



-



-



-Progress Center TIC(3)

Huntsville



1983-91



221,992



93.1
%


2,443,632



11.82Research Park Office Center DRA/CLPJV

Huntsville



1984 /00



-



-



-



-Research Park Office Center TIC(3)

Huntsville



1984 /00



236,453



75.0
%


2,001,771



11.29Northrop Grumman DRA/CLPJV

Huntsville



2007



-



-



-



-Northrop Grumman TIC(3)

Huntsville



2007



110,275



100.0
%


1,445,863



13.11Subtotal-Alabama









3,112,083



96.6
%


44,671,915



14.86Florida:Baymeadows Way

Jacksonville



1993



224,281



100.0
%


2,130,669



9.50Jacksonville Baymeadows

Jacksonville



1999



751,917



82.2
%


9,304,902



15.05Jacksonville JTB

Jacksonville



2001



416,773



100.0
%


5,378,849



12.91901 Maitland Center DRA/CLPJV

Orlando



1985



155,730



76.7
%


2,313,924



19.37Colonial Center at TownPark DRA/CLPJV

Orlando



2001



657,844



98.7
%


13,472,663



20.75Colonial TownPark Office DRA/CLPJV

Orlando



2004



37,970



100.0
%


865,367



22.79Colonial Center Heathrow DRA/CLPJV

Orlando



1988/96/00



922,266



84.1
%


14,178,417



18.28Orlando Central

Orlando



1980



617,759



90.6
%


9,892,597



17.68 45




---



##### Table of Contents



Average BaseYear


Net Rentable





Total


Rent PerUnconsolidated



Completed


Area


Percent


Annualized


LeasedOffice Property(1)

Location

(2)


Square Feet


Leased


Base Rent


Square FootOrlando Lake Mary

Orlando



1999



304,338



88.1
%


4,723,212



17.62Orlando University

Orlando



2001



385,988



87.0
%


7,354,234



21.90St. Petersburg Center

St. Petersburg



2000



-



-



-



-Colonial Place I & II DRA/CLPJV

Tampa



1984 /1986



371,674



97.9
%


8,534,218



23.45Colonial Center at Bayside DRA/CLPJV

Tampa



1988/94/97



212,896



81.7
%


2,997,807



17.24Concourse Center DRA/CLPJV

Tampa



1981 /85



294,369



97.5
%


6,164,975



21.48Broward Financial Center

South Florida



1986



325,483



76.6
%


7,012,290



28.13Las Olas Centre

South Florida



1999



-



-



-



-Subtotal-Florida









5,679,288



89.4
%


94,324,124



18.58Georgia:Colonial Center at Mansell Overlook JV

Atlanta



1987/96/97/00



652,926



94.3
%


11,940,413



19.39Shoppes & Lakeside at Mansell JV

Atlanta



1996/97/05



35,748



92.7
%


814,649



24.58The Peachtree DRA/CLPJV

Atlanta



1989



316,635



90.9
%


6,327,395



21.98Atlantic Center Plaza

Atlanta



2001



499,709



96.1
%


13,942,902



29.03Atlanta Chamblee

Atlanta



2000



1,133,828



93.2
%


20,531,676



19.43Atlanta Perimeter

Atlanta



1985



182,036



87.2
%


2,954,603



18.61McGinnis Park

Atlanta



2001



202,217



77.4
%


2,784,888



17.79Ravinia 3

Atlanta



1991



801,264



94.7
%


13,956,126



18.39Subtotal-Georgia









3,824,363



92.8
%


73,252,652



20.64Maryland:Decoverly

Rockville



1989



155,134



83.0
%


3,154,747



24.50Subtotal-Maryland









155,134



83.0
%


3,154,747



24.50North Carolina:Esplanade DRA/CLPJV

Charlotte



1981 /2007



202,810



86.3
%


3,184,745



18.20Charlotte University

Charlotte



1999



182,989



87.2
%


3,014,471



18.89Subtotal-North Carolina









385,799



86.7
%


6,199,216



18.53Tennessee:Germantown Center

Memphis



1999



533,950



86.7
%


9,605,028



20.75Subtotal-Tennessee









533,950



86.7
%


9,605,028



20.75Texas:Research Park Plaza III and IV DRA/CLPJV

Austin



2001



357,689



100.0
%


7,608,047



21.27Signature Place

Dallas



1986



437,290



77.9
%


5,912,375



17.36Post Oak

Houston



1982



1,196,581



95.4
%


20,841,677



18.26Westchase

Houston



2000



184,259



98.5
%


3,960,998



21.82Subtotal-Texas









2,175,819



92.9
%


38,323,097



18.96TOTAL









15,866,436



92.3
%

$
269,530,779


$
18.40     Footnotes on the following
    page 46




---



##### Table of Contents



(1)
    
    We hold between a
    15%  40% non-controlling interest in these
    unconsolidated joint ventures.(2)
    
    Represents year initially
    completed or, where applicable, most recent year in which the
    property was substantially renovated or in which an additional
    phase of the property was completed.(3)
    
    The DRA/CLP JV sold nine office
    assets located in Huntsville, Alabama. We acquired a 40%
    interest (of which 30% is owned by CPSI, our taxable REIT
    subsidiary) in three separate TIC investments of the same nine
    properties.    Net Rentable


Annualized


Percent of TotalYear of

Number of


Area Of


Base Rent of


Annual Base RentLease

Tenants with


Expiring Leases


Expiring


Represented byExpiration

Expiring Leases


(Square Feet)(1)


Leases(1)(2)


Expiring Leases(1)2008


1



16,478


$
238,929



7.5
%2009














2010


2



19,897



285,540



9.0
%2011














2012














2013


3



151,071



2,648,458



83.5
%Thereafter














6



187,446


$
3,172,927



100.0
%     (1)
    
    Excludes approximately
    170,332 square feet of space not leased as of
    December 31, 2007.(2)
    
    Annualized base rent is
    calculated using base rents as of December 31,
    2007.    Net Rentable


Annualized


Percent of TotalYear of

Number of


Area Of


Base Rent of


Annual Base RentLease

Tenants with


Expiring Leases


Expiring


Represented byExpiration

Expiring Leases


(Square Feet)(1)


Leases(1)(2)


Expiring Leases(1)2008


312



2,022,845


$
41,839,818



14.2
%2009


273



1,769,934



37,021,270



12.6
%2010


274



1,725,817



34,955,002



11.9
%2011


197



1,900,281



37,688,316



12.8
%2012


153



2,433,827



52,436,501



17.8
%2013


60



1,225,136



24,828,571



8.4
%2014


23



1,306,963



19,508,109



6.6
%2015


29



610,688



10,410,196



3.5
%2016


19



580,732



11,444,248



3.9
%2017


10



504,664



8,345,073



2.8
%Thereafter


7



558,454



16,230,355



5.5
%1,357



14,639,341


$
294,707,460



100.0
%     (1)
    
    Excludes approximately
    1,224,599 square feet of space not leased as of
    December 31, 2007.(2)
    
    Annualized base rent is
    calculated using base rents as of December 31,
    2007.    Average BaseRentable Area


Total


Rent Per LeasedYear-End

(Square Feet)


Percent Leased(1)


Square Foot(1)December 31, 2007


16,073,000



92.3
%

$
18.20December 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
%

$
18.56     (1)
    
    Total Percent Leased and
    Average Base Rent Per Leased Square Foot is calculated excluding
    one property in
    lease-up at
    December 31, 2007. 47




---



##### Table of Contents



Average BaseRentable Area


Total


Rent Per LeasedYear-End

(Square Feet)


Percent Leased(1)


Square Foot(1)December 31, 2007


207,000



97.1
%

$
14.42December 31, 2006


6,534,000



94.7
%

$
17.97December 31, 2005


7,744,000



92.4
%

$
19.25December 31, 2004


5,840,000



92.2
%

$
18.28December 31, 2003


5,434,000



89.7
%

$
18.78     (1)
    
    Total Percent Leased and
    Average Base Rent Per Leased Square Foot is calculated excluding
    one property in
    lease-up at
    December 31, 2007.  Retail
    Properties
  lease-up),
    Consolidated
    Retail Properties
  AverageBaseRent Per


Total Consolidated


Percent of TotalYear


GRA


Number





Total


Leased


Retail Property


2007 ConsolidatedConsolidated




Completed


(Square


Of


Percent


Annualized


Square


Revenue for


Retail PropertyRetail Property(1)

Location


(2)


Feet)(3)


Stores


Leased(3)


Base Rent(4)


Foot(5)


2007(6)


Revenue(7)Alabama:Colonial Promenade Alabaster(11)


Birmingham



2005



-



-



-


$
-


$
-


$
1,866,912
(8)


3.6
%Colonial Promenade Alabaster II(14)


Birmingham



2007



-



-



-



-



-



1,309,221
(9)


2.5
%Brookwood Village Center


Birmingham



1973 /91



16,092



4



100.0
%


273,666



17.01



477,637



0.9
%Colonial Brookwood Village


Birmingham



1973 /91



372,053



71



96.2
%


6,649,886



26.15



10,320,210



20.0
%Colonial Brookwood Village


Birmingham



1973 /91



231,953
(15)


-



-



-



-



-



-Colonial Shoppes Colonnade(12)


Birmingham



1989



-



-



-



-



-



1,169,012
(8)


2.3
%Colonial Shoppes Clay(11)


Birmingham



1982



-



-



-



-



-



442,327
(8)


0.9
%Colonial Promenade Fultondale


Birmingham



2007



133,809



21



LU



1,501,611



-



425,613
(10)


0.8
%Colonial Promenade Fultondale


Birmingham



2007



126,840
(15)


-



-



-



-



-



-Colonial Pinnacle Tutwiler II(14)


Birmingham



2007



-



-



-



-



-



398,885
(9)


0.8
%Colonial Promenade Trussville(11)


Birmingham



2000



-



-



-



-



-



1,851,059
(8)


3.6
%Colonial Promenade Trussville II(11)


Birmingham



2004



-



-



-



-



-



529,355
(8)


1.0
%Colonial Mall Decatur


Decatur



1979 /89



-



-



-



-



-



2,629,585
(8)


5.1
%Colonial Shoppes McGehee


Montgomery



1986



-



-



-



-



-



175,492
(8)


0.3
%Olde Town


Montgomery



1978 /90



-



-



-



-



-



374,444
(8)


0.7
%Colonial Shoppes Bellwood


Montgomery



1988



-



-



-



-



-



419,126
(8)


0.8
%Colonial Promenade Montgomery


Montgomery



1990 /97



-



-



-



-



-



1,039,914
(8)


2.0
%Colonial Promenade Montgomery North


Montgomery



1990 /97



-



-



-



-



-



636,047
(8)


1.2
%Colonial Promenade Craft Farms(13)


Gulf Shores



2007



-



-



-



-



-



539,682
(9)


1.0
%Subtotal-Alabama










880,747



96



96.4
%


8,425,163



25.55



24,604,521



47.7
% 48




---



##### Table of Contents



AverageBaseRent Per


Total Consolidated


Percent of TotalYear


GRA


Number





Total


Leased


Retail Property


2007 ConsolidatedConsolidated




Completed


(Square


Of


Percent


Annualized


Square


Revenue for


Retail PropertyRetail Property(1)

Location


(2)


Feet)(3)


Stores


Leased(3)


Base Rent(4)


Foot(5)


2007(6)


Revenue(7)Florida:Colonial Promenade Bear Lake


Orlando



1990



-



-



-



-



-



611,175
(8)


1.2
%Colonial Promenade Burnt Store(11)


Punta Gorda



1990



-



-



-



-



-



530,040
(8)


1.0
%Colonial Promenade Hunters
    Creek(11)


Orlando



1993 /95



-



-



-



-



-



1,132,892
(8)


2.2
%Colonial Promenade Lakewood(11)


Jacksonville



1995



-



-



-



-



-



1,291,362
(8)


2.5
%Colonial Promenade Northdale(11)


Tampa



1988



-



-



-



-



-



1,126,054
(8)


2.2
%Colonial Promenade TownPark(12)


Orlando



2003



-



-



-



-



-



2,322,392
(8)


4.5
%Colonial Promenade Wekiva


Orlando



1990



-



-



-



-



-



1,129,535
(8)


2.2
%Colonial Promenade Winter Haven


Orlando



1986



161,559



21



92.0
%


1,142,059



13.97



1,446,743



2.8
%Subtotal-Florida










161,559



21



92.0
%


1,142,059



13.97



9,590,192



18.6
%Georgia:


































.Britt David


Columbus



1990



-



-



-



-



-



414,659
(8)


0.8
%Colonial Mall Lakeshore


Gainesville



1984 /97



-



-



-



-



-



2,436,064
(8)


4.7
%Colonial Promenade Beechwood(11)


Athens



1963 /92



-



-



-



-



-



2,140,833
(8)


4.1
%Subtotal-Georgia






























4,991,557



9.7
%North Carolina:Colonial Mayberry Mall


Mount Airy



1968 /86



-



-



-



-



-



585,511
(8)


1.1
%Colonial Shoppes Quaker


Greensboro



1968/88/97



-



-



-



-



-



753,939
(8)


1.5
%Colonial Shoppes Yadkinville


Yadkinville



1971 /97



-



-



-



-



-



170,206
(8)


0.3
%Subtotal-North Carolina






























1,509,656



2.9
%Tennessee:Rivermont Shopping Center


Chattanooga



1986 /97



-



-



-



-



-



55,764
(8)


0.1
%Subtotal-Tennessee






























55,764



0.1
%Texas:Colonial Pinnacle Kingwood
    Commons(11)


Houston



2003



-



-



-



-



-



1,511,049
(8)


2.9
%Colonial Promenade Portofino(11)


Houston







-



-



-



-



-



3,148,738
(8)


6.1
%Village on Parkway


Dallas



1980



-



-



-



-



-



4,178,261
(8)


8.1
%Subtotal-Texas


























8,838,049



17.1
%Virginia:Colonial Mall Staunton


Staunton



1969/86/97



-



-



-



-



-



2,040,828
(8)


4.0
%Subtotal-Virginia






























2,040,828



4.0
%Total










1,042,306



117



95.1
%

$
9,567,222


$
24.09


$
51,630,567



100.0
%     (1)
    
    At December 31, 2007, only
    four of the properties listed above are 100% owned by us. As
    reflected in the notes below, the other properties listed above
    reflect properties that were consolidated during 2007 before
    being sold outright or sold to joint ventures in which we
    retained an ownership interest.(2)
    
    Represents year initially
    completed or, where applicable, year(s) in which the property
    was substantially renovated or an additional phase of the
    property was completed.(3)
    
    For the purposes of this table,
    GRA refers to gross retail area, which includes gross leasable
    area and space owned by anchor tenants. Percent leased excludes
    anchor-owned space.(4)
    
    Total Annualized Base Rent
    includes all base rents for our wholly-owned
    properties.(5)
    
    Includes specialty store space
    only.(6)
    
    Total Retail Operating Property
    Revenue for 2007 includes property operating revenue for each of
    our four consolidated retail properties at December 31,
    2007, as well as 29 consolidated properties sold during 2007
    through the date of sale.(7)
    
    Percent of Total Retail
    Operating Property Revenue for 2007 represents each of the
    propertys proportionate share of Total Retail Operating
    Property Revenue for 2007 from our four consolidated retail
    properties, as well as 29 consolidated properties sold during
    2007.(8)
    
    Represents revenues from
    January 1, 2007 through the date the property was sold
    during 2007.(9)
    
    Represents revenues from the
    completion of development of the property through
    December 31, 2007 or the date the property was
    sold.(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
    transferred to the OZRE JV. We retained a 15% interest in these
    properties through a non-controlling interest in this joint
    venture.(12)
    
    These properties were
    transferred to the DRA/CLP JV. We retained a 15% interest in
    these properties through a non-controlling interest in this
    joint venture.(13)
    
    This property was transferred to
    a joint venture, Colonial Promenade Craft Farms joint venture.
    We retained a 15% interest in this property through a
    non-controlling interest in this joint venture.(14)
    
    These properties were
    transferred to a joint venture, Colonial Promenade Alabaster
    II/Tutwiler II joint venture. We retained a 5% interest in
    these properties through a non-controlling interest in this
    joint venture.(15)
    
    Represents space owned by anchor
    tenants. 49




---



##### Table of Contents



Unconsolidated
    Retail Properties
  AverageBaseRent PerYear


GRA


Number





Total


LeasedUnconsolidated



Completed


(Square


Of


Percent


Annualized


SquareRetail Property(1)

Location

(2)


Feet)(3)


Stores


Leased(3)


Base Rent(4)


Foot(5)Alabama:Colonial Promenade Alabaster OZREJV

Birmingham


2005



218,681



27



94.9
%

$
3,115,566


$
18.69Colonial Promenade Alabaster OZREJV

Birmingham


2005



319,091
(7)


-



-



-



-Colonial Promenade Alabaster II 11/31JV

Birmingham


2007



127,598



26



100.0
%


2,069,313



16.97Colonial Promenade Alabaster II 11/31JV

Birmingham


2007



225,921
(7)


-



-



-



-Colonial Shoppes Colonnade DRA/CLPJV

Birmingham


1989



125,462



30



93.7
%


1,828,594



18.44Colonial Shoppes Clay OZREJV

Birmingham


1982



66,175



11



91.3
%


716,658



13.97Colonial Pinnacle Tutwiler II 11/31J/V

Birmingham


2007



65,000



2



100.0
%


877,650



Colonial Promenade Hoover

Birmingham


2002



164,866



34



92.4
%


1,852,525



19.05Colonial Promenade Hoover

Birmingham


2002



215,766
(7)


-



-



-



-Colonial Promenade Trussville OZREJV

Birmingham


2000



388,302



22



98.9
%


3,266,563



14.29Colonial Promenade Trussville II OZREJV

Birmingham


2004



58,182



16



91.8
%


844,699



17.26Colonial Promenade Trussville II OZREJV

Birmingham


2004



224,509
(7)


-



-



-



-Bel Air Mall JV

Mobile


1966/90/97



1,000,511



113



92.7
%


10,396,852



22.63Bel Air Mall JV

Mobile


1966/90/97



333,990
(7)


-



-



-



-Colonial Promenade Madison

Madison


2000



110,712



15



100.0
%


1,181,910



14.96Parkway Place

Huntsville


1975



287,556



74



76.2
%


6,319,565



28.85Parkway Place

Huntsville


1975



348,164
(7)


-



-



-



-Colonial Promenade Craft Farms LANG/CLPJV(6)

Gulf Shores


2007



243,024



25



-



2,060,348



-Colonial Promenade Craft Farms LANG/CLPJV(6)

Gulf Shores


2007



125,000
(7)


-



-



-



-University Village Mall JV

Auburn


1973/84/89



402,008



47



87.5
%


2,528,458



20.56University Village Mall JV

Auburn


1973/84/89



124,707
(7)


-



-



-



-Subtotal-Alabama








5,175,225



442



92.1
%


37,058,701



21.68Florida:Colonial Promenade Burnt Store OZREJV

Punta Gorda


1990



95,023



22



93.9
%


885,203



15.53Colonial Promenade Hunters Creek OZREJV

Orlando


1993/95



227,536



27



48.6
%


1,462,522



20.96Colonial Promenade Lakewood OZREJV

Jacksonville


1995



194,567



52



95.1
%


2,157,140



14.19Colonial Promenade Northdale OZREJV

Tampa


1988



175,917



24



94.6
%


1,760,833



17.25Colonial Promenade Northdale OZREJV

Tampa


1988



55,000
(7)


-



-



-



-Colonial Promenade TownPark DRACLPJV

Orlando


2003



199,221



32



92.6
%


2,485,631



24.02Subtotal-Florida








947,264



157



82.5
%


8,751,329



18.07Georgia:
























.Glynn Place Mall JV

Brunswick


1986



278,295



50



86.3
%


2,731,543



18.65Glynn Place Mall JV

Brunswick


1986



225,558
(7)


-



-



-



-Valdosta Mall JV

Valdosta


1982/85



442,549



54



81.6
%


4,094,024



16.65Valdosta Mall JV

Valdosta


1982/85



93,729
(7)


-



-



-



-Colonial Promenade Beechwood OZREJV

Athens


1963/92



350,091



39



99.8
%


3,744,300



15.99Subtotal-Georgia








1,390,222



143



88.8
%


10,569,867



16.94North Carolina:Greenville Mall JV

Greenville


1965/89/99



404,956



57



92.3
%


4,147,725



23.32Greenville Mall JV

Greenville


1965/89/99



46,051
(7)


-



-



-



-Subtotal-North Carolina








451,007



57



92.3
%


4,147,725



23.32South Carolina:Myrtle Beach Mall JV

Myrtle Beach


1986



524,133



53



85.6
%


4,278,864



23.16Subtotal-South Carolina








524,133



53



85.6
%


4,278,864



23.16Tennessee:Colonial Pinnacle Turkey Creek

Knoxville


2005



487,284



67



97.4
%


7,730,367



22.38Subtotal-Tennessee








487,284



67



97.4
%


7,730,367



22.38 50




---



##### Table of Contents



AverageBaseRent PerYear


GRA


Number





Total


LeasedUnconsolidated



Completed


(Square


Of


Percent


Annualized


SquareRetail Property(1)

Location

(2)


Feet)(3)


Stores


Leased(3)


Base Rent(4)


Foot(5)Texas:Colonial Pinnacle Kingwood Commons OZRE JV

Houston


2003



164,356



28



87.6
%


2,460,024



21.33Colonial Promenade Portofino OZRE JV

Houston


2003



374,012



43



89.3
%


5,056,769



22.22Subtotal-Texas








538,368



71



88.8
%


7,516,793



21.87Total








9,513,503



990



90.0
%

$
80,053,646


$
20.62     (1)
    
    We hold between a 5%  50% non-controlling interest
    in these unconsolidated joint ventures.(2)
    
    Represents year initially completed or, where applicable,
    year(s) in which the property was substantially renovated or an
    additional phase of the property was completed.(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
    partially-owned properties.(5)
    
    Includes specialty store space only.(6)
    
    This property is currently in
    lease-up and
    is not included in Percent Leased and Average Base Rent per
    Leased Square Foot property totals.(7)
    
    Represents space owned by anchor tenants.    Net Rentable


Annualized


Percent of TotalYear of

Number of


Area Of


Base Rent of


Annual Base RentLease

Tenants with


Expiring Leases


Expiring


Represented byExpiration

Expiring Leases


(Square Feet)(1)


Leases(1)


Expiring Leases(1)2008


16



136,052


$
1,128,511



11.7
%2009


12



29,776



564,980



5.9
%2010


7



11,954



283,575



2.9
%2011


18



42,386



1,336,217



13.9
%2012


26



116,729



2,205,098



22.9
%2013


8



36,141



477,525



5.0
%2014


6



13,332



355,995



3.7
%2015


3



13,100



295,980



3.1
%2016


3



113,725



708,000



7.4
%2017


11



76,032



1,460,122



15.2
%Thereafter


4



55,074



815,345



8.5
%114



644,301


$
9,631,348



100.0
%     (1)
    
    Annualized base rent is
    calculated using base rents as of December 31,
    2007. 51




---



##### Table of Contents



Net Rentable


Annualized


Percent of TotalYear of

Number of


Area Of


Base Rent of


Annual Base RentLease

Tenants with


Expiring Leases


Expiring


Represented byExpiration

Expiring Leases


(Square Feet)


Leases(1)


Expiring Leases2008


146



501,549


$
7,340,124



8.0
%2009


156



513,811



7,376,496



8.1
%2010


159



610,202



9,037,447



9.9
%2011


128



824,344



10,537,471



11.5
%2012


143



971,821



12,040,926



13.2
%2013


83



519,764



6,785,514



7.4
%2014


40



299,619



3,460,055



3.8
%2015


54



480,976



5,958,547



6.5
%2016


69



569,468



8,273,357



9.1
%2017


65



420,356



7,360,057



8.1
%Thereafter


40



1,341,009



13,124,310



14.4
%1,083



7,052,919


$
91,294,304



100.0
%     (1)
    
    Annualized base rent is
    calculated using base rents as of    Gross





AverageRetail Area


Percent


Base Rent Per LeasedYear-End

(Square Feet)


Leased(1)


Square Foot(1)(2)December 31, 2007


1,042,000



95.1
%

$
24.09December 31, 2006


7,498,000



92.9
%

$
17.45December 31, 2005


8,634,000



91.7
%

$
17.39December 31, 2004


14,676,000



91.0
%

$
18.58December 31, 2003


13,182,000



89.0
%

$
18.19     (1)
    
    Total Percent Leased and
    Average Base Rent Per Leased Square Foot is calculated excluding
    one property in
    lease-up at
    December 31, 2007.(2)
    
    Average base rent per leased
    square foot is calculated using specialty store year-end base
    rent figures.    Gross





AverageRetail Area


Percent


Base Rent Per LeasedYear-End

(Square Feet)


Leased(1)


Square Foot(1)(2)December 31, 2007


10,556,000



90.4
%

$
20.96December 31, 2006


12,738,000



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
%

$
19.84     (1)
    
    Total Percent Leased and
    Average Base Rent Per Leased Square Foot is calculated excluding
    one property in
    lease-up at
    December 31, 2007.(2)
    
    Average base rent per leased
    square foot is calculated using specialty store year-end base
    rent figures.  For-Sale
    Residential
  Form 10-K Form 10-K
 52




---



##### Table of Contents



Undeveloped
    Land
    Property
    Markets
    Geographic
    Concentration of Consolidated Properties
  Revenues from


Total Operating


Percent of TotalUnits








Total 2007


Discontinued


Property Revenue


2007 Consolidated(Multifamily)


NRA


GRA


Consolidated Operating


Operations in 2007


from Continuing


Operating PropertyState

(1)


(Office)(2)


(Retail)(3)


Property Revenue


(4)


Operations


RevenueAlabama


2,499



206,703



880,747


$
70,640,789


$
6,229,630


$
64,411,159



18.7
%Arizona


952











9,104,929







9,104,929



2.6
%Florida


3,069







161,559



70,408,344



7,913,348



62,494,996



18.2
%Georgia


4,431











55,558,060



3,289,619



52,268,441



15.2
%Mississippi














2,356,075



2,356,075







0.0
%North Carolina


7,128











65,435,713



15,655,888



49,779,825



14.5
%South Carolina


1,578











16,455,128



1,207,563



15,247,565



4.4
%Tennessee


645











6,972,158



3,207,077



3,765,081



1.1
%Texas


7,190











77,312,178



17,124,052



60,188,126



17.5
%Virginia


2,879











32,391,939



5,934,600



26,457,339



7.7
%Total


30,371



206,703



1,042,306


$
406,635,313


$
62,917,852


$
343,717,461
(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)
    
    See Note 5 to our Notes to
    Consolidated Financial Statements contained in Item 8 of
    this
    Form 10-K.(5)
    
    Total Operating Property Revenue
    from Continuing Operations can be calculated by adding Minimum
    rent, Minimum rent from affiliates, Percentage rent, Tenant
    recoveries and Other property related revenue on our
    Consolidated Statements of Income and Comprehensive
    Income.    Mortgage
    Financing
   53




---



##### Table of Contents



Mortgage
    Debt and Notes Payable (dollars
    in thousands)
  Principal Balance


Anticipated Annual Debt





Balance Due onProperty(1)

Interest Rate


(as of 12/31/07)


Service (1/1/08 - 12/31/08)


Maturity Date


MaturityMultifamily PropertiesCG at Trinity Commons


6.100
%(3)

$
16,725


$
17,745



05/31/08


$
16,725CV at Timber Crest


6.100
%(3)


14,325



15,199



05/31/08



14,325CG at Wilmington


6.100
%(3)


12,276



13,025



05/31/08



12,276CG at Godley Station


5.550
%


18,482



1,671



06/01/25



Other debt:Land Loan


5.600
%(3)


249



263



09/30/08



Unsecured Credit Facility(2)


5.350
%(3)


39,316



2,103



06/15/12



39,316Medium Term Notes


8.800
%


20,000



1,760



02/01/10



20,000Medium Term Notes


8.800
%


5,000



440



03/15/10



5,000Medium Term Notes


8.050
%


10,000



805



12/27/10



10,000Medium Term Notes


8.080
%


10,000



808



12/24/10



10,000Senior Unsecured Notes


6.875
%


100,000



6,875



08/15/12



100,000Senior Unsecured Notes


6.150
%


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






(4,534
)










(4,534
)TOTAL CONSOLIDATED DEBT


5.804
%

$
1,641,839


$
139,506






$
1,623,108     (1)
    
    Certain of the properties were
    developed in phases and separate mortgage indebtedness may
    encumber each of the various phases. In the listing of property
    names, CG has been used as an abbreviation for Colonial Grand
    and CV as an abbreviation for Colonial Village.(2)
    
    This unsecured credit facility
    bears interest at a variable rate, based on LIBOR plus a spread
    of 75 basis points. The facility also includes a
    competitive bid feature that allows us to convert up to
    $250 million under the unsecured credit facility to a fixed
    rate, for a fixed term not to exceed 90 days. At
    December 31, 2007, we had no amounts outstanding under the
    competitive bid feature.(3)
    
    Represents variable rate
    debt.  Form 10-K).
  Item 3.
    Legal
    Proceedings.  Form 10-K.
  Item 4.
    Submission
    of Matters to a Vote of Security Holders.   54




---



##### Table of Contents



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

High


Low


Distribution2007:First Quarter

$
50.09


$
43.59


$
0.68Second Quarter(1)

$
50.20


$
35.27


$
11.43Third Quarter

$
38.87


$
31.44


$
0.68Fourth Quarter

$
37.49


$
21.35


$
0.502006:First Quarter

$
51.59


$
43.22


$
0.68Second Quarter

$
49.40


$
43.45


$
0.68Third Quarter

$
50.50


$
46.40


$
0.68Fourth Quarter

$
51.69


$
45.86


$
0.68     (1)
    
    Includes a special distribution
    paid during the second quarter of 2007 of $10.75 (see
    Note 2 to our Notes to Consolidated Financial Statements
    included in Item 8 of this
    Form 10-K).      Units Exchanged/Date

Shares IssuedDecember 1, 2007


186December 14, 2007


91,402December 19, 2007


74,587December 21, 2007


390      55




---



##### Table of Contents



Performance
    Graph
    COMPARISON
    OF 5 YEAR CUMULATIVE TOTAL RETURN*
 Among Colonial Properties Trust, The S&P 500 Index
 And the NAREIT Equity Index
  
  *
    
    $100 invested on 12/31/02 in
    stock or
    index-including
    reinvestment of dividends. Fiscal year ending
    December 31. 56




---



##### Table of Contents



Item 6.
    Selected
    Financial Data.  Form 10-K. Form 10-K).
  2007


2006


2005


2004


2003(In thousands, except per share data)OPERATING DATATotal revenue

$
401,517


$
445,377


$
374,568


$
235,942


$
119,412Expenses:Depreciation and amortization


113,703



135,578



140,922



67,600



53,323Impairment charges


43,679



1,600











Other operating


220,970



214,484



158,909



97,536



78,280Income from operations


23,165



93,715



74,737



70,806



67,809Interest expense


90,390



119,445



116,587



67,996



56,712Interest income


8,358



7,753



4,397



1,051



773Gains from sales of property


314,201



66,794



105,609



4,748



7,913Other income, net


18,263



39,528



4,245



8,391



126Income from continuing operations


273,243



70,725



51,526



10,946



5,295Income from discontinued operations


82,658



132,755



168,115



43,673



38,658Dividends to preferred shareholders


13,439



20,903



22,391



14,781



11,424Distributions to preferred unitholders


7,250



7,250



7,250



7,493



17,184Net income available to common shareholders


342,102



180,449



197,250



39,838



32,529Per share  basic:Income (loss) from continuing operations

$
5.60


$
1.05


$
0.75


$
(0.14
)

$
(0.25
)Income from discontinued operations


1.78



2.92



4.43



1.61



1.55Net income per share  basic

$
7.38


$
3.97


$
5.18


$
1.47


$
1.30Per share  diluted:Income (loss) from continuing operations

$
5.52


$
1.04


$
0.74


$
(0.14
)

$
(0.24
)Income from discontinued operations


1.76



2.88



4.39



1.59



1.53Net income per share  diluted

$
7.28


$
3.92


$
5.13


$
1.45


$
1.29Dividends declared per common share(1)

$
13.29


$
2.72


$
2.70


$
2.68


$
2.66BALANCE SHEET DATALand, buildings and equipment, net

$
2,394,589


$
3,562,954


$
3,888,932


$
2,426,381


$
1,970,699Total assets


3,229,830



4,431,777



4,499,258



2,801,343



2,194,927Total long-term liabilities


1,641,839



2,397,906



2,494,350



1,855,787



1,267,865OTHER DATAFunds from operations(2)*

$
101,192


$
215,460


$
177,931


$
137,610


$
123,050Total market capitalization(3)


3,162,836



5,386,888



5,242,012



3,621,947



2,998,390Cash flow provided by (used in)Operating activities


99,030



171,796



154,174



139,241



137,803Investing activities


657,456



135,418



(310
)


(446,035
)


(122,555
)Financing activities


(751,100
)


(250,182
)


(133,974
)


309,449



(13,414
)Total properties (at end of year)


200



223



261



153



112     (1)
    
    Includes a special distribution
    paid of $10.75 per share during the second quarter of 2007 of
    $10.75 (see Note 2 to our Notes to Consolidated Financial
    Statements included in Item 8 of this
    Form 10-K).(2)
    
    Pursuant to the definition of
    Funds from Operations (FFO) adopted by the Board of Governors of
    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. 57




---



##### Table of Contents



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 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.
  (3)
    
    Total market capitalization is
    defined as the market value of outstanding common shares of the
    Company and operating partnership units of CRLP, plus the market
    value of preferred equity and outstanding principal balance of
    consolidated debt of the Company. This amount was calculated
    assuming the conversion of 10,052,778, 10,579,261, 10,872,568,
    10,372,650 and 10,361,034 operating partnership units in CRLP
    into the Companys common shares as of December 31,
    2007, 2006, 2005, 2004 and 2003, 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
         58




---



##### Table of Contents



and/or
  Strategic
    Initiative
  Form 10-K.
  Form 10-K).
  Executive
    Summary of Results of Operations
  Form 10-K.
   59




---



##### Table of Contents




    Total multifamily revenues decreased $4.0 million, or 1.3%,
    compared to 2006 primarily as a result of the net of four
    acquisitions and 12 dispositions during 2007, compared to 10
    acquisitions and 16 dispositions during 2006.
    Total multifamily NOI decreased $1.9 million, or 1.1%,
    compared to 2006 as a result of the net of four acquisitions and
    12 dispositions during 2007, compared to 10 acquisitions and 16
    dispositions during 2006.
    Office and Retail NOI and Rental revenues associated with our
    office and retail assets decreased due to:  
    the office and retail joint venture transactions that were
    consummated during June 2007;
    the sale of 85% of our interest in the office assets contributed
    to the Colonial Center Mansell joint venture in June 2006;
    the outright sale of three other office assets throughout the
    remainder of 2006; and
    the outright sale of 16 retail assets during 2007.  
    Gains on sale of real estate increased as a result of net gains
    of approximately $276.5 million recognized in connection
    with the sale of our 69.8% interest in the DRA/CLP JV and our
    69.8% interest in the OZRE JV in June 2007, as more fully
    described under Business-Business Strategy in
    Item 1 of this
    Form 10-K.
    During 2007, we recognized an additional $8.5 million of
    gain on sale related to these transactions as a result of a
    reduction of the obligations initially incurred in connection
    with these transactions.
    We incurred a $43.3 million non-cash impairment charge
    ($26.8 million net of income tax) related to our for-sale
    residential business, a $2.5 million impairment charge
    related to a retail asset sold during 2007 and an
    $0.8 million impairment charge as a result of fires at two
    of our multifamily apartment communities .
    Commercial development sales and for-sale residential sales
    contributed approximately $17.0 million of net income,
    excluding impact of impairment charge.
    Operations for 2007 included approximately $20.5 million of
    net expenses associated with our strategic initiative (see below
    for detailed discussion of these expenses).   60




---



##### Table of Contents



Reconciliation
    of Operating Results Summary to Consolidated Statements of
    Income and Comprehensive Income
    2007


2006


2005Continuing


Discontinued





Continuing


Discontinued





Continuing


DiscontinuedOperations


Operations


Total


Operations


Operations


Total


Operations


Operations


TotalRental revenues(1)

$
343,717


$
62,918


$
406,635


$
397,200


$
138,853


$
536,053


$
366,629


$
175,611


$
542,240Construction revenues


38,448







38,448



30,484







30,484











Non-property related revenues


19,352







19,352



17,693







17,693



7,939



7,049



14,988Property operating expenses (rental expense and real estate
    taxes)


(128,386
)


(26,242
)


(154,628
)


(138,767
)


(55,637
)


(194,404
)


(122,169
)


(68,883
)


(191,052
)Construction expenses


(34,546
)






(34,546
)


(29,411
)






(29,411
)










Property management expenses


(12,182
)






(12,182
)


(12,590
)






(12,590
)


(12,615
)






(12,615
)General and administrative expenses


(27,160
)






(27,160
)


(21,098
)






(21,098
)


(19,549
)






(19,549
)Management fee and other expenses


(15,677
)






(15,677
)


(12,618
)






(12,618
)


(4,576
)


(5,300
)


(9,876
)Restructuring charges


(3,019
)






(3,019
)






















Depreciation and amortization


(113,703
)


(11,001
)


(124,704
)


(135,578
)


(36,045
)


(171,623
)


(140,922
)


(52,866
)


(193,788
)Impairment charges


(43,679
)


(2,950
)


(46,629
)


(1,600
)






(1,600
)










Interest expense and debt cost amortization


(90,390
)


(5,501
)


(95,891
)


(119,445
)


(14,918
)


(134,363
)


(116,587
)


(21,605
)


(138,192
)Loss on retirement of debt


(9,120
)


(3,403
)


(12,523
)


(641
)


(562
)


(1,203
)










Income taxes


15,831







15,831



(189
)






(189
)


(1,551
)






(1,551
)Gains on hedging activity


345







345



5,535







5,535



886







886Other


























4,000







4,000Interest income


8,358



8



8,366



7,753



34



7,787



4,397



67



4,464Income (loss) from unconsolidated entities


11,207







11,207



34,823







34,823



910



(186
)


724Gains, net of income taxes


314,200



91,147



405,347



66,794



134,619



201,413



105,609



183,011



288,620Minority interest of limited partners


(1,335
)


(3,988
)


(5,323
)


766



(2,591
)


(1,825
)


(5,245
)


(585
)


(5,830
)Minority interest in CRLP


982



(18,330
)


(17,348
)


(18,386
)


(30,998
)


(49,384
)


(15,630
)


(48,198
)


(63,828
)Net income


273,243



82,658



355,901



70,725



132,755



203,480



51,526



168,115



219,641Dividends to preferred shareholders


(13,439
)






(13,439
)


(20,903
)






(20,903
)


(22,391
)






(22,391
)Preferred share issuance costs write-off


(360
)






(360
)


(2,128
)






(2,128
)










Net income available to common shareholders

$
259,444


$
82,658


$
342,102


$
47,694


$
132,755


$
180,449


$
29,135


$
168,115


$
197,250     (1)
    
    Rental revenues include minimum
    rent, percentage rent, tenant recoveries and other property
    related revenue from our Consolidated Statements of
    Income. 61




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##### Table of Contents



Operating
    Results Summary
    2007 v 2006


2006 v 20052007


2006


2005


Variance


Variance(Amounts in thousands)Rental revenues:Multifamily

$
297,655


$
301,613


$
264,218


$
(3,958
)

$
37,395Office


57,349



138,645



124,992



(81,296
)


13,653Retail


51,631



95,794



153,030



(44,163
)


(57,236
)Total rental revenues


406,635



536,052



542,240



(129,417
)


(6,188
)Property operating expenses (rental expenses and real estate
    taxes):Multifamily


(119,540
)


(121,586
)


(105,888
)


2,046



(15,698
)Office


(19,148
)


(46,450
)


(39,744
)


27,302



(6,706
)Retail


(15,940
)


(26,367
)


(45,420
)


10,427



19,053Total property operating expenses


(154,628
)


(194,403
)


(191,052
)


39,775



(3,351
)Net operating income (rental revenues less property operating
    expenses)(1)

$
252,007


$
341,649


$
351,188


$
(89,642
)

$
(9,539
)Multifamily Margin (NOI/rental revenues)(2):


59.8
%


59.7
%


59.9
%


(0.1
)%


(0.2
)%Multifamily occupancy at end of period(3):


96.0
%


95.5
%


95.3
%


0.5
%


0.2
%Construction revenues


38,448



30,484







7,964



30,484Construction expenses


(34,546
)


(29,411
)






(5,135
)


(29,411
)Non-property related revenues


19,352



17,693



14,988



1,659



2,705Depreciation & amortization


(124,704
)


(171,623
)


(193,788
)


46,919



22,165Property management expenses


(12,182
)


(12,590
)


(12,615
)


408



25General and administrative expenses


(27,160
)


(21,098
)


(19,549
)


(6,062
)


(1,549
)Management fee and other expense


(15,677
)


(12,618
)


(9,876
)


(3,059
)


(2,742
)Restructuring charges


(3,019
)










(3,019
)


Impairment charges


(46,629
)


(1,600
)






(45,029
)


(1,600
)Interest expense & debt cost amortization


(95,891
)


(134,363
)


(138,192
)


38,472



3,829Loss on retirement of debt


(12,523
)


(1,203
)






(11,320
)


(1,203
)Interest income


8,366



7,787



4,464



579



3,323Income taxes


15,831



(189
)


(1,551
)


16,020



1,362Gains on hedging activity


345



5,535



886



(5,190
)


4,649Other










4,000







(4,000
)Earnings from continuing and discontinued operations


(37,982
)


18,453



(45
)


(56,435
)


18,498Equity in earnings from unconsolidated entities


11,207



34,823



724



(23,616
)


34,099Gains from sale of property, net of income taxes


405,347



201,413



288,620



203,934



(87,207
)Minority interest in CRLP


(17,348
)


(49,384
)


(63,828
)


32,036



14,444Minority interest of limited partners


(5,323
)


(1,825
)


(5,830
)


(3,498
)


4,005Net income

$
355,901


$
203,480


$
219,641


$
152,421


$
(16,161
)     (1)
    
    Net operating income is a
    non-GAAP financial measure. See discussion related to this
    measure above under Executive Summary of Results of
    Operations. Multifamily NOI, Office NOI and Retail NOI
    each can be calculated by subtracting operating expenses from
    rental revenues.(2)
    
    Multifamily Margin is calculated
    by subtracting multifamily operating expenses from multifamily
    rental revenues and dividing the difference by multifamily
    rental revenues.(3)
    
    Multifamily occupancy at end of
    period consists of physical occupancy for consolidated
    properties in our multifamily portfolio at the end of the
    applicable period. 62




---



##### Table of Contents



Operating
    Results  2007 compared to 2006
  Multifamily
    analysis
      Commercial
    property analysis
    Construction
    activities
    Non-property
    related revenues
    Depreciation
    and amortization expenses
   63




---



##### Table of Contents



General
    and administrative expenses
    Management
    fee and other expenses
    Property
    management expenses
    Restructuring
    charges
    Impairments
        Interest
    expense and debt cost amortization
    Loss
    on retirement of debt
   64




---



##### Table of Contents



Income
    taxes
    Gains
    on hedging activities
    Equity
    in earnings from unconsolidated entities
    Gains
    from sales of property
    Dividends
    to preferred shareholders
    Discontinued
    Operations
  Form 10-K).
  Operating
    Results  2006 compared to 2005
  Multifamily
    analysis
   65




---



##### Table of Contents



Commercial
    property analysis
    Construction
    activities
    Non-property
    related revenues
    Depreciation
    and amortization expenses
    General
    and administrative expenses
    Management
    fee and other expenses
    Property
    management expenses
    Impairments
   66




---



##### Table of Contents



Interest
    expense
    Interest
    income
    Gains
    on hedging activities
  Form 10-K).
  Other
    Gains
    from sales of property
    Discontinued
    operations
  Form 10-K).
  Preferred
    share issuance costs write-off
  Form 10-K).
  Summary
    of Critical Accounting Policies
    Principles of Consolidation
 67




---



##### Table of Contents



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


20  40 yearsFurniture and fixtures


5 or 7 yearsEquipment


3 or 5 yearsLand improvements


10 or 15 yearsTenant improvements


Life of lease     Acquisition of Real Estate Assets Business Combinations
 68




---



##### Table of Contents



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
     69




---



##### Table of Contents



Valuation of Receivables
    Notes Receivable
  Share-Based Compensation Form 10-K). Share Based Payment Accounting for Stock-Based
    Compensation
  Revenue Recognition Accounting for Sales of Real Estate
     70




---



##### Table of Contents



Segment Reporting Disclosures about Segments of an
    Enterprise and Related Information
  Investments in Joint Ventures 78-9, Form 10-K).
  Recent Accounting
    Pronouncements Fair Value
    Measurements Accounting for Leases
  No. 06-8, Applicability of the Assessment of a Buyers Continuing
    Investment under FASB Statement No. 66 for Sales of
    Condominiums No. 06-8 No. 06-8 No. 06-8. No. 06-8
 71




---



##### Table of Contents



The
    Fair Value Option for Financial Assets and Financial
    Liabilities  including an amendment of FASB Statement
    No. 115
  Noncontrolling Interests in Consolidated Financial
    Statements  an amendment of ARB No. 51.
  Business Combinations
  Liquidity
    and Capital Resources
        Strategic
    Change
  Form 10-K),
 72




---



##### Table of Contents



Short-Term
    Liquidity Needs
        1 8
  Long-Term
    Liquidity Needs
       73




---



##### Table of Contents




    extend the maturity date from March 22, 2008 to
    June 21, 2012;
    amend certain financial covenants, including, the secured debt
    to total asset value ratio, the fixed charge coverage ratio,
    unencumbered leverage ratio and, in certain circumstances, the
    debt to total asset value ratio;
    increase the applicable margin at each pricing level
    with respect to revolving loans that are LIBOR loans;
    increase the capitalization rate from 6.75% to 7.50% for
    multifamily properties, from 8.00% to 8.25% for retail
    properties and from 8.25% to 8.75% for office properties;
    include certain income, gain or loss in up to 15% of EBITDA used
    to calculate the fixed charge coverage ratio;
    increase the L/C commitment amount from
    $25 million to $30 million;
    increase the swingline commitment from to
    $40 million to $50 million;
    increase the additional amount of revolving loan
    commitments that CRLP may request from $150 million
    to $200 million; and
    eliminate CRLPs one-time right to extend the
    revolving loan termination date and the term
    loan termination date to March 22, 2009 upon
    satisfaction of certain conditions.     74




---



##### Table of Contents



Investing
    Activities
      Distributions
    Financing
    Transactions
    Form 10-K).
  Form 10-K).
 75




---



##### Table of Contents



Form 10-K).
  Credit
    Ratings
    Rating Agency

Rating


Last updateStandard & Poors


BBB-
(1)


January 18, 2008Moodys


Baa3
(2)


September 27, 2007Fitch


BBB-
(1)


March 19, 2007     (1)
    
    Ratings outlook is
    stable.(2)
    
    Ratings outlook is
    negative.      Market
    Risk
    EstimatedFair2008


2009


2010


2011


2012


Thereafter


Total


ValueFixed Rate Debt

$
379


$
682


$
320,721


$
100,762


$
100,805


$
1,035,599


$
1,558,948


$
1,590,198Average interest rate at December 31, 2007


5.6%



5.6%



5.3%



4.8%



6.9%



5.9%



5.8%Variable Debt

$
43,575


$



$



$



$
39,316


$



$
82,891


$
82,891Average interest rate at December 31, 2007


6.1%















5.4%







5.8%        76




---



##### Table of Contents



Form 10-K)
    Form 10-K).
 77




---



##### Table of Contents



Form 10-K).
    Contractual
    Obligations and Other Commercial Commitments
    Contractual
    Obligations
  Payments Due in FiscalTotal


2008


2009


2010


2011


2012


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

$
1,641,839


$
43,954


$
682


$
320,721


$
100,762


$
140,121


$
1,035,599Partially-Owned Entities(1)


544,208



118,096



31,499



71,123



9,517



5,726



308,247Long-Term Debt Interest:Consolidated


557,024



93,742



92,630



78,689



72,154



67,236



152,573Partially-Owned Entities(1)


159,472



29,096



23,793



21,649



19,154



18,825



46,955Long-Term Debt Principal and Interest:Consolidated


2,198,863



137,696



93,312



399,410



172,916



207,357



1,188,172Partially-Owned Entities(1)


703,680



147,192



55,292



92,772



28,671



24,551



355,202Total

$
2,902,543


$
284,888


$
148,604


$
492,182


$
201,587


$
231,908


$
1,543,374     (1)
    
    Represents our pro rata share of
    principal maturities (excluding net premiums and discounts) and
    interest.  Other
    Commercial Commitments
  Total AmountsCommitted


2008


2009


2010


2011


2012


Thereafter(In thousands)Standby Letters of Credit

$
7,242


$
7,242


$



$



$



$



$
Guarantees


34,550



21,400



8,650



3,500











1,000Total Commercial Commitments

$
41,792


$
28,642


$
8,650


$
3,500


$



$



$
1,000   Commitments
    and Contingencies
   78




---



##### Table of Contents



Form 10-K),
  Guarantees
    and Other Arrangements
  Form 10-K).
  Form 10-K).
  Form 10-K)
  Form 10-K)
  Form 10-K)
    Form 10-K),
 79




---



##### Table of Contents



Off-Balance
    Sheet Arrangements
    Outlook
        Inflation
      Funds
    from Operations
   80




---



##### Table of Contents



2007


2006


2005


2004


2003(In thousands, except per share and unit data)Net income available to common shareholders

$
342,102


$
180,449


$
197,250


$
39,837


$
32,530Adjustments (consolidated):Minority interest in CRLP


10,099



42,135



56,578



15,202



13,644Minority interest in gain on sale of undepreciated property


1,340



1,967



5,241







Real estate depreciation


112,475



147,898



135,121



90,659



79,006Real estate amortization


9,608



21,915



58,029



9,482



4,367Consolidated gains from sales of property, net of income tax and
    minority interest


(401,420
)


(201,413
)


(288,621
)


(18,473
)


(17,418
)Gains from sales of undepreciated property, net of income tax
    and minority interest


20,240



44,502



8,063



3,313



6,995Adjustments (unconsolidated subsidiaries):Real estate depreciation


16,563



15,576



7,501



4,562



3,844Real estate amortization


7,481



5,713



969



89



82Gains from sales of property


(17,296
)


(43,282
)


(2,200
)


(7,061
)


Funds from operations

$
101,192


$
215,460


$
177,931


$
137,610


$
123,050Funds from operations per share and unit  basic

$
1.78


$
3.84


$
3.65


$
3.67


$
3.47Funds from operations per share and unit  diluted

$
1.76


$
3.80


$
3.62


$
3.64


$
3.45Weighted average common shares outstanding  basic


46,356



45,484



38,071



27,121



24,965Weighted average partnership units outstanding 
    basic(1)


10,367



10,678



10,740



10,347



10,451Weighted average shares and units outstanding  basic


56,723



56,162



48,811



37,468



35,416Effect of diluted securities


653



536



391



341



267Weighted average shares and units outstanding  diluted


57,376



56,698



49,202



37,809



35,683     (1)
    
    Represents the weighted average
    of outstanding units of minority interest in CRLP. 81




---



##### 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                 82




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##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  CONSOLIDATED
    BALANCE SHEETS
  December 31,


December 31,2007


2006(In thousands, except per share data)ASSETSLand, buildings, & equipment

$
2,431,082


$
3,601,883Undeveloped land and construction in progress


531,410



434,196Less: Accumulated depreciation


(290,134
)


(420,374
)Real estate assets held for sale, net


253,641



381,445Net real estate assets


2,925,999



3,997,150Cash and cash equivalents


93,033



87,647Restricted cash


10,005



15,907Accounts receivable, net


25,534



26,138Notes receivable


30,756



61,269Prepaid expenses


8,845



19,519Deferred debt and lease costs


15,636



42,258Investment in partially-owned unconsolidated entities


69,682



92,892Deferred tax asset


19,897



3,123Other assets


30,443



85,874Total assets

$
3,229,830


$
4,431,777LIABILITIES AND SHAREHOLDERS EQUITYNotes and mortgages payable

$
1,575,921


$
2,165,884Unsecured credit facility


39,316



185,000Mortgages payable related to real estate held for sale


26,602



47,022Total long-term liabilities


1,641,839



2,397,906Accounts payable


69,051



75,187Accrued interest


23,064



32,469Accrued expenses


16,425



16,558Other liabilities


19,123



26,546Total liabilities


1,769,502



2,548,666Minority interest:Preferred units


100,000



100,000Common units


217,104



289,137Limited partners interest in consolidated partnership


2,439



7,406Total minority interest


319,543



396,543Preferred shares of beneficial interest, $.01 par value,
    20,000,000 shares authorized:81/8%
    Series D Cumulative Redeemable Preferred Shares of
    Beneficial Interest, liquidation preference $25 per depositary
    share, 5,000,000 depositary shares issued and outstanding atDecember 31, 2007 and 2006


5



575/8%
    Series E Cumulative Redeemable Preferred Shares of
    Beneficial Interest, liquidation preference $25 per depositary
    share, 0 and 4,190,414 depositary shares issued and outstanding
    at December 31, 2007 and 2006, respectively






1Common shares of beneficial interest, $.01 par value,
    125,000,000 shares authorized; 52,839,699 and
    51,768,059 shares issued at December 31, 2007 and
    2006, respectively


528



518Additional paid-in capital


1,577,030



1,644,699Cumulative earnings


1,320,710



957,919Cumulative distributions


(1,601,267
)


(957,705
)Treasury shares, at cost; 5,623,150 shares at
    December 31, 2007 and 2006


(150,163
)


(150,163
)Accumulated other comprehensive loss


(6,058
)


(8,706
)Total shareholders equity


1,140,785



1,486,568Total liabilities and shareholders equity

$
3,229,830


$
4,431,777    83




---



##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  CONSOLIDATED
    STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
   For The Years EndedDecember 31,


December 31,


December 31,2007


2006


2005(In thousands, except share and per share data)Revenue:Minimum rent

$
299,708


$
342,995


$
309,750Minimum rent from affiliates


1,153



2,547



2,486Percentage rent


921



1,172



3,155Tenant recoveries


11,742



22,628



30,213Other property related revenue


30,193



27,858



21,025Construction revenues


38,448



30,484



Other non-property related revenue


19,352



17,693



7,939Total revenue


401,517



445,377



374,568Operating expenses:Property operating expenses


86,908



93,210



82,893Taxes, licenses, and insurance


41,478



45,557



39,276Construction expenses


34,546



29,411



Property management expenses


12,182



12,590



12,615General and administrative expenses


27,160



21,098



19,549Management fee and other expense


15,677



12,618



4,576Restructuring charges


3,019







Depreciation


103,107



118,043



100,944Amortization


10,596



17,535



39,978Impairment charges


43,679



1,600



Total operating expenses


378,352



351,662



299,831Income from operations


23,165



93,715



74,737Other income (expense):Interest expense


(90,390
)


(119,445
)


(116,587
)Losses on retirement of debt


(9,120
)


(641
)


Interest income


8,358



7,753



4,397Income from partially-owned
    unconsolidated entities


11,207



34,823



910Gains on hedging activities


345



5,535



886Gains from sales of property, net
    of income taxes of $6,548, $3,416 and $4,792 for 2007, 2006 and
    2005, respectively


314,201



66,794



105,609Income taxes


15,831



(189
)


(1,551
)Other










4,000Total other expense


250,432



(5,370
)


(2,336
)Income before minority interest
    and discontinued operations


273,597



88,345



72,401Minority interest in
    CRLP  common unitholders


8,231



(11,136
)


(8,380
)Minority interest in
    CRLP  preferred unitholders


(7,250
)


(7,250
)


(7,250
)Minority interest of limited
    partners


(1,335
)


766



(5,245
)Income from continuing
    operations


273,243



70,725



51,526Income from discontinued operations


13,830



31,725



33,887Gain on disposal of discontinued
    operations, net of income taxes of $1,839, $8,554 and $0 for
    2007, 2006 and 2005, respectively


91,147



134,619



183,011Minority interest in CRLP from
    discontinued operations


(18,330
)


(30,998
)


(48,198
)Minority interest of limited
    partners in discontinued operations


(3,989
)


(2,591
)


(585
)Income from discontinued
    operations


82,658



132,755



168,115Net income


355,901



203,480



219,641Dividends to preferred shareholders


(13,439
)


(20,903
)


(22,391
)Preferred share issuance costs
    write-off


(360
)


(2,128
)


Net income available to common
    shareholders

$
342,102


$
180,449


$
197,250Net income per common
    share  basic:Income from continuing operations

$
5.60


$
1.05


$
0.75Income from discontinued operations


1.78



2.92



4.43Net income per common
    share-basic

$
7.38


$
3.97


$
5.18Net income per common
    share  diluted:Income from continuing operations

$
5.52


$
1.04


$
0.74Income from discontinued operations


1.76



2.88



4.39Net income per common
    share-diluted

$
7.28


$
3.92


$
5.13Weighted average common shares
    outstanding  basic


46,356



45,484



38,071Weighted average common shares
    outstanding  diluted


47,009



46,020



38,462Net income

$
355,901


$
203,480


$
219,641Other comprehensive income (loss):Unrealized income (loss) on cash
    flow hedging activities


(535
)


(3,029
)


1,290Change in additional minimum
    pension liability






239



(239
)Change related to pension plan
    termination


2,615







Comprehensive income

$
357,981


$
200,690


$
220,692    84




---



##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  CONSOLIDATED
    STATEMENTS OF SHAREHOLDERS EQUITY
 (in
    thousands, except per share data)
  For The Years Ended December 31, 2007, 2006, 2005Preferred Shares of


Common Shares of


Additional











Deferred


Accumulated Other


TotalBeneficial Interest


Beneficial Interest


Paid-In


Cumulative


Cumulative


Treasury


Compensation on


Comprehensive


ShareholdersShares


Par Value


Shares


Par Value


Capital


Earnings


Distributions


Shares


Restricted Shares


Loss


EquityBalance December 31, 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 ofBeneficial Interest










188



2



924























926Amortization of stock based
    compensation


















5,488























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


(2,000
)


(20
)










(48,110
)






















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


(14
)














(28,334
)






















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










(26
)






(1,001
)






















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










426



4



18,324























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










243



3



9,144























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










299



3



13,128























13,131Unrealized loss on derivative
    financial instruments






































(3,029
)


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






































(2,386
)


(2,386
)Adoption of SFAS No. 158






































(2,615
)


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






































239



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


















(5,896
)






















(5,896
)Balance December 31, 2006


539


$
6



51,768


$
518


$
1,644,699


$
957,919


$
(957,705
)

$
(150,163
)

$



$
(8,706
)

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


























(116,358
)














(116,358
)Distributions on preferred shares


























(13,439
)














(13,439
)Special Distribution


























(506,515
)














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


























(7,250
)














(7,250
)Income before preferred unit
    distributions






















362,791



















362,791Issuance of Restricted Common
    Shares of Beneficial Interest










224



2



5,363























5,365Amortization of stock based
    compensation


















6,727























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


(39
)


(1
)










(104,436
)






















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










(9
)






(1,207
)






















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










200



2



9,811























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










131



1



3,568























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










526



5



(2,279
)






















(2,274
)Unrealized loss on derivative
    financial instruments






































(535
)


(535
)Reclassification adjustment for
    amounts includedin net income






































568



568Termination of pension plan






































2,615



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


















14,784























14,784Balance December 31, 2007


500


$
5



52,840


$
528


$
1,577,030


$
1,320,710


$
(1,601,267
)

$
(150,163
)

$



$
(6,058
)

$
1,140,785    85




---



##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  For the Years Ended December 31, 2007, 2006, 20052006


2005


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

$
355,901


$
203,480


$
219,641Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation and amortization


123,811



166,628



194,300Loss (Income) from partially-owned unconsolidated entities


(11,207
)


(34,823
)


1,695Distributions of income from partially-owned unconsolidated
    entities


13,207



9,370



3,942Minority interest in CRLP


10,099



42,135



59,975Gains from sales of property


(413,823
)


(213,383
)


(295,648
)Impairment


46,629



1,600



Loss on retirement of debt


12,521







Prepayment penalties


(29,207
)






Distributions on preferred units of CRLP


7,250



7,250



7,251Other, net


(4,782
)


5,450



(5,942
)Decrease (increase) in:Restricted cash


5,902



(7,765
)


(5,809
)Accounts receivable


(276
)


(1,341
)


(5,485
)Prepaid expenses


10,943



(2,000
)


(4,864
)Other assets


(12,700
)


(12,450
)


(25,333
)Increase (decrease) in:Accounts payable


(3,912
)


2,229



19,575Accrued interest


(9,405
)


3,406



7,619Accrued expenses and other


(1,921
)


2,010



(16,743
)Net cash provided by operating activities


99,030



171,796



154,174Cash flows from investing activities:Acquisition of properties


(125,400
)


(350,306
)


(655,356
)Development expenditures paid to non-affiliates


(314,298
)


(309,923
)


(164,948
)Development expenditures paid to affiliates


(77,036
)


(59,165
)


(41,597
)Tenant improvements


(5,960
)


(26,133
)


(27,373
)Capital expenditures


(34,198
)


(36,509
)


(42,468
)Issuance of notes receivable


(26,195
)


(40,549
)


(31,724
)Repayments of notes receivable


56,708



17,179



403Proceeds from sales of property, net of selling costs


1,134,225



865,918



1,053,043Direct costs of Cornerstone Merger










(35,016
)Distributions from partially-owned unconsolidated entities


100,131



92,242



6,536Capital contributions to partially-owned unconsolidated entities


(43,142
)


(17,336
)


(61,810
)Purchase of investments


(7,379
)






Net cash provided by (used in) investing activities


657,456



135,418



(310
)Cash flows from financing activities:Proceeds from common shares issuances, net of expenses paid










187,415Principal reductions of debt


(655,076
)


(260,594
)


(852,189
)Proceeds from additional borrowings


818,748



274,011



662,263Net change in revolving credit balances and overdrafts


(147,143
)


(24,656
)


(16,851
)Dividends paid to common and preferred shareholders, and
    distributions to preferred unitholders


(137,047
)


(152,489
)


(132,239
)Distributions to common unitholders minority interest partners


(32,679
)


(28,976
)


(30,067
)Special distribution


(506,515
)






Proceeds from dividend reinvestments, including stock options
    exercised


13,382



27,475



56,185Redemption of Preferred Series C shares






(50,083
)


Redemption of Preferred Series E shares


(105,157
)


(28,444
)


Other financing activities, net


387



(6,426
)


(8,491
)Net cash used in financing activities


(751,100
)


(250,182
)


(133,974
)Increase in cash and cash equivalents


5,386



57,032



19,890Cash and cash equivalents, beginning of period


87,647



30,615



10,725Cash and cash equivalents, end of period

$
93,033


$
87,647


$
30,615Supplemental disclosures of cash flow information:Cash paid during the year for interest, including amounts
    capitalized

$
127,271


$
141,839


$
130,737Cash paid during the year for income taxes

$
5,799


$
17,513


$
5,155Supplemental disclosure of non cash transactions:Cash flow hedging activities


(535
)


(3,029
)


1,290    86




---



##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE
    YEARS ENDED DECEMBER 31, 2007, 2006 AND 2005
  1.
    Organization
    and Basis of Presentation  lease-up,
  2.
    Strategic
    Initiative       87




---



##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          3.
    Summary
    of Significant Accounting Policies  Basis of Presentation
   88




---



##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  No. 04-5, No. 04-5
    Federal Income Tax Status
     89




---



##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      and/or
  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     Acquisition of Real Estate Assets
 90




---



##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  No. 98-3,
      lease-up lease-up
       91




---



##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Undeveloped Land and Construction in
    Progress
      Cash and Equivalents
    Restricted Cash
  Valuation of Receivables
    Notes Receivable 
 92




---



##### 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
  Revenue Recognition  Accounting for Sales of Real
    Estate
 93




---



##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Net Income Per Share
  Self Insurance Accruals 
  Use of Estimates
  Segment Reporting Disclosures about Segments of
    an Enterprise and Related Information
  Investments in Joint Ventures 78-9, Accounting for Investments in Real Estate Ventures
 94




---



##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Recent Accounting Pronouncements Fair
    Value Measurement Accounting for Leases
  No. 06-8 Applicability of the Assessment of a Buyers Continuing
    Investment under FASB Statement No. 66 for Sales of
    Condominiums No. 06-8 No. 06-8 No. 06-8. No. 06-8
  The
    Fair Value Option for Financial Assets and Financial
    Liabilities  including an amendment of FASB Statement
    No. 115
  Noncontrolling Interests in Consolidated Financial
    Statements  an amendment of ARB No. 51.
  Business Combinations
 95




---



##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    4. 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.   96




---



##### 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     ***** Pro Forma (Unaudited) *****Twelve MonthsEnded December 31,2005(1)In thousands, except per share dataTotal revenue

$
528,224Net income available to common shareholders

$
240,393Net income per common share  dilutive

$
5.86     (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
    year ended December 31, 2005. 97




---



##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   5.
    Property
    Acquisitions and Dispositions  Property
    Acquisitions
      EffectiveLocation

Acquisition Date

Units/Square Feet(Unaudited)Multifamily Properties:Colonial Grand at Old Town Scottsdale North


Phoenix, AZ



January 31, 2007



208Colonial Grand at Old Town Scottsdale South


Phoenix, AZ



January 31, 2007



264Colonial Grand at Inverness Commons


Phoenix, AZ



March 1, 2007



300Merritt at Godley Station


Savannah, GA



May 1, 2007



312Colonial Village at Willow Creek


Dallas, TX



May 31, 2006



478Colonial Grand at McDaniel Farm


Atlanta, GA



May 31, 2006



424Colonial Village at Shoal Creek


Dallas, TX



June 1, 2006



408Colonial Village at Chancellor Park


Charlotte, NC



June 30, 2006



340Colonial Grand at Scottsdale


Phoenix, AZ



July 31, 2006



180Colonial Grand at Pleasant Hill


Atlanta, GA



August 31, 2006



502Colonial Grand at Shiloh


Atlanta, GA



September 8, 2006



498Colonial Village at Oakend


Dallas, TX



September 28, 2006



426Colonial Grand at University Center


Charlotte, NC



November 1, 2006



156Colonial Grand at Cypress Cove


Charleston, SC



December 28, 2006



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



302Colonial Grand at Shelby Farms


Memphis, TN



November 29, 2005



296Office 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



201,900 98




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##### Table of Contents



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

Acquisition Date

Units/Square Feet(Unaudited)Colonial Center Heathrow 1001


Orlando, FL



July 20, 2005



192,200The Peachtree(1)


Atlanta, GA



August 31, 2005



310,900Retail Properties:Colonial Promenade Portofino


Houston, TX



January 13, 2005



372,500     1)
    
    In January 2006, the Company
    acquired an additional 50,000 square feet of condominium
    interests in The Peachtree.    2007


2006


2005(In thousands)Assets purchased:Land, buildings, and equipment

$
144,229


$
348,545


$
625,616Other assets


522



3,796



43,054144,751



352,341



668,670Notes and mortgages assumed


(18,944
)






(5,415
)Other liabilities assumed or recorded


(407
)


(2,035
)


(7,899
)Cash paid

$
125,400


$
350,306


$
655,356       ***** Pro Forma (Unaudited) *****Year


Year


YearEnded December 31,


Ended December 31,


Ended December 31,2007


2006


2005In thousands, except per share dataTotal revenue

$
403,331


$
478,486


$
422,024Net income available to common shareholders

$
345,045


$
182,204


$
199,805Net income per common share  dilutive

$
7.34


$
3.96


$
5.19   Property
    Dispositions  Continuing Operations
     99




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##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
              Property
    Dispositions  Discontinued Operations
     100




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##### 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)MultifamilyBeacon Hill

Charlotte, NC


January 2007



349Clarion Crossing

Raleigh, NC


January 2007



260Colonial Grand at Enclave

Atlanta, GA


January 2007



200Colonial Village at Poplar Place

Atlanta, GA


January 2007



324Colonial Village at Regency Place

Raleigh, NC


January 2007



180Colonial Village at Spring Lake

Atlanta, GA


January 2007



188Colonial Village at Timothy Woods

Athens, GA


January 2007



204Colonial Grand at Promenade

Montgomery, AL


February 2007



384Mayflower Seaside

Virginia Beach, VA


June 2007



265Cape Landing

Myrtle Beach, SC


June 2007



288Colonial Grand at Natchez Trace

Jackson, MS


June 2007



328Colonial Grand at The Reservoir

Jackson, MS


June 2007



170Stonebrook

Atlanta, GA


July 2007



188The Timbers

Raleigh, NC


January 2006



176Summerwalk

Charlotte, NC


January 2006



160Colonial Grand at Whitemarsh

Savannah, GA


January 2006



352Colonial Village at Stone Brook

Atlanta, GA


January 2006



188Colonial Village at Remington Place

Raleigh, NC


January 2006



136Colonial Village at Paces Glen

Charlotte, NC


January 2006



172Colonial Village at Caledon Woods

Greenville, SC


January 2006



350The Trestles

Raleigh, NC


March 2006



280The Meadows I, II & III

Asheville, NC


March 2006



392Copper Crossing

Fort Worth, TX


March 2006



400Colonial Village at Estrada

Dallas, TX


March 2006



248Arbor Trace

Norfolk, VA


April 2006



148Colonial Village at Haverhill

San Antonio, TX


October 2006



322Colonial Grand at Galleria

Birmingham, AL


December 2006



1,080Colonial Grand at Riverchase

Birmingham, AL


December 2006



468Colonial Village at Research Park

Huntsville, AL


December 2006



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



240 101




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##### Table of Contents



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

Location

Date


Feet(Unaudited)Ashley 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



200OfficeColonial Center at Mansell Overlook

Atlanta, GA


September 2007



188,478Colonial Bank Centre

Miami, FL


September 2006



235,500Interstate Park

Montgomery, AL


November 2006



227,000Retail(1)Rivermont Shopping Center

Chattanooga, TN


February 2007



73,481Colonial Shoppes Yadkinville

Yadkinville, NC


March 2007



90,917Colonial Shoppes Wekiva

Orlando, FL


May 2007



208,568Village on the Parkway

Dallas, TX


July 2007



381,166Britt David Shopping Center

Columbus, GA


July 2007



102,564Colonial Mall Decatur

Huntsville, AL


July 2007



576,098Colonial Mall Lakeshore

Gainesville, GA


July 2007



518,290Colonial Mall Staunton

Staunton, VA


July 2007



423,967Colonial Mayberry Mall

Mount Airy, NC


July 2007



206,940Colonial Promenade Montgomery

Montgomery, AL


July 2007



209,114Colonial Promenade Montgomery North

Montgomery, AL


July 2007



209,912Colonial Shoppes Bellwood

Montgomery, AL


July 2007



88,482Colonial Shoppes McGehee Place

Montgomery, AL


July 2007



98,255Colonial Shoppes Quaker Village

Greensboro, NC


July 2007



102,223Olde Town Shopping Center

Montgomery, AL


July 2007



38,660Colonial Mall Gadsden

Gadsden, AL


March 2005



516,989Colonial Mall Temple

Temple, TX


April 2005



555,411Colonial Mall Macon

Macon, GA


July 2005



1,446,368Colonial Mall Burlington

Burlington, NC


July 2005



415,194     (1)
    
    Square footage includes
    anchor-owned square footage.     102




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##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Year Ended December 31,2007


2006


2005(Amounts in thousands)Property revenues:Base rent

$
53,721


$
120,024


$
151,107Tenant recoveries


3,382



7,607



11,684Other revenue


5,815



11,222



19,869Total revenues


62,918



138,853



182,660Property operating and maintenance expense


26,241



55,637



74,183Impairment


2,950







Depreciation


10,938



30,847



34,986Amortization


63



5,198



17,880Total operating expenses


40,192



91,682



127,049Interest expense


(5,501
)


(14,918
)


(21,605
)Interest income


8



34



67Other


(3,403
)


(562
)


(186
)Income from discontinued operations before net gain on
    disposition of discontinued operations


13,830



31,725



33,887Net gain on disposition of discontinued operations


91,147



134,619



183,011Minority interest in CRLP from discontinued operations


(18,330
)


(30,998
)


(48,198
)Minority interest to limited partners


(3,989
)


(2,591
)


(585
)Income from discontinued operations

$
82,658


$
132,755


$
168,115   6.
    For-Sale
    Activities and Impairment   103




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##### Table of Contents



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


2006


2005(Amounts in thousands)Condominium conversion revenues

$
51,073


$
117,732


$
79,322Condominium conversion costs


(40,972
)


(86,614
)


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


10,101



31,118



13,346For-sale residential revenues


26,153



12,513



For-sale residential costs


(23,016
)


(9,683
)


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


3,137



2,830



Minority interest


250



(1,967
)


(5,245
)Provision for income taxes


(2,630
)


(9,825
)


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

$
10,858


$
22,156


$
4,441Impairment, net of tax

$
(26,800
)

$
(960
)

$
         Impairment
   104




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##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    and/or
  Commercial
    Developments
        7.
    Land,
    Buildings and Equipment    Useful Lives

2007


2006(In thousands)Buildings

20 to 40 years

$
1,821,988


$
2,709,904Furniture and fixtures

5 or 7 years


81,824



84,137Equipment

3 or 5 years


26,036



31,038Land improvements

10 or 15 years


159,622



182,307Tenant improvements

Life of lease


41,234



155,6262,130,704



3,163,012Accumulated depreciation




(290,134
)


(420,374
)1,840,570



2,742,638Real estate assets held for sale, net




253,641



381,445Land




300,378



438,871$
2,394,589


$
3,562,954  105




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##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  8.
    Undeveloped
    Land and Construction in Progress      212-unit 47-unit
   106




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##### Table of Contents



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








CostsSquare


Estimated


Estimated


CapitalizedFeet (1)


Completion


Total Costs


to Date(In thousands)


(In thousands)Multifamily Projects:Current:Colonial Grand at Ayrsley


368



2008


$
34,900


$
26,560Colonial Grand at Ashton Oaks


362



2009



34,300



5,718Colonial Grand at Huntersville


250



2008



25,900



22,088Colonial Grand at Onion Creek (formerly DoubleCreek)


300



2008



31,800



14,132Colonial Grand at Shelby Farms II


154



2008



13,100



12,301Colonial Village at Godley Lake


288



2008



26,200



10,235Colonial Village at Matthews Commons


216



2008



21,100



2,904Enclave(2)(3)


84



2008



26,200



19,456Future:Colonial Grand at Azure


188



2009



26,400



6,855Colonial Grand at Cityway (formerly Ridell Ranch)


376



2010



34,300



4,490Colonial Grand at Desert Vista


380



2009



52,000



15,621Colonial Grand at Hampton Preserve


486



2010



60,800



11,660Colonial Grand at Randal Park(4)


600



2009



76,700



10,668Colonial Grand at South End


344



2010



52,100



10,148Colonial Grand at Sweetwater


195



2009



24,200



6,333Colonial Grand at Thunderbird


244



2009



29,500



7,666Colonial Grand at Wakefield


365



2009



36,800



4,402CommercialCurrent:Office Projects:Colonial Center TownPark 400(4)


176,000



2008



30,400



16,513Metropolitan(4)


153,000



2008



35,200



26,800Retail Projects:Colonial Promenade Fultondale(5)


100,400



2008



7,136



2,657Colonial Promenade Tannehill


474,000



2008



50,700



21,653Metropolitan(4)


189,000



2008



53,700



25,900Future:Retail Projects:Colonial Pinnacle Craft Farms II


75,000



2011



11,100



1,415Colonial Promenade Huntsville


220,000



2010



17,600



8,556For Sale Projects:Lots:Colonial Traditions at Gulf Shores(3)(6)






2012



22,800



21,576Cypress Village (lots)(3)


236



2014



20,884



17,986Spanish Oaks (lots)(7)


200



2011



16,896



14,044 107




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##### Table of Contents



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








CostsSquare


Estimated


Estimated


CapitalizedFeet (1)


Completion


Total Costs


to Date(In thousands)


(In thousands)Residential:Grander(3)


26



2010



11,374



8,171Cypress Village II (townhomes)(3)


96



2014



26,600



21,539Metropolitan(4)


101



2009



41,200



12,700Other Projects and Undeveloped LandFor-Sale Land and Predevelopment














73,587Heathrow Land and Infrastructure














14,101TownPark Land and Infrastructure














4,191Land & Other














48,784Total Consolidated Construction in Progress













$
531,410     (1)
    
    Square footage for the retail
    assets excludes anchor-owned square-footage.(2)
    
    Enclave, formerly a for-sale
    residential project, is now being developed as a multifamily
    apartment community.(3)
    
    During the three months ended
    September 30, 2007, the Company recorded a
    $43.3 million non-cash impairment charge
    ($26.8 million net of income tax) associated with these
    projects as a result of the deterioration in the single family
    housing market. Estimated Total Costs and Capitalized Costs to
    Date are net of the $43.3 million impairment charge.(4)
    
    These projects are part of
    mixed-use developments.(5)
    
    Estimated Total Costs and Costs
    Capitalized to Date are net of $17.2 million, which
    represents the portion of the development placed into service
    during 2007. Total square feet is net of 261,000 square
    feet which represents the portion of the project placed into
    service during 2007.(6)
    
    This project will include the sale
    of undeveloped parcels.(7)
    
    Estimated Total Costs and Costs
    Capitalized to Date are net of $0.7 million, which
    represents portion of units/lots sold during 2007.    9.
    Investment
    in Partially-Owned Entities and Other Arrangements  Investments
    in Consolidated Partially-Owned Entities
     108




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##### Table of Contents



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


December 31,


December 31,Owned


2007


2006(In thousands)Multifamily:Arbors at Windsor Lake, Columbia, SC


10.00
%

$
569


$
614Auberry at Twin Creeks, Dallas, TX


15.00
%


702



Belterra, Ft. Worth, TX


10.00
%


708



944Carter Regents Park, Atlanta, GA


40.00
%(1)


5,282



6,231CG at Canyon Creek, Austin, TX (Development)


25.00
%


1,226



1,416CG at Huntcliff, Atlanta, GA


20.00
%


2,138



2,327CG at Lake Forest, Dallas, TX (Development)


20.00
%


1,003



CG at Research Park, Raleigh, NC


20.00
%


1,197



1,247CG at Traditions, Gulf Shores, AL (Development)


35.00
%


1,591



CMS / Colonial Joint Venture I


15.00
%


435



498CMS / Colonial Joint Venture II


15.00
%(2)


(419
)


(252
)CMS Florida


25.00
%(3)


(338
)


1,072CMS Tennessee


25.00
%(4)


258



1,234CV at Matthews, Charlotte, NC


25.00
%


1,004



1,059DRA Alabama


10.00
%


2,260



2,311DRA CV at Cary, Raleigh, NC


20.00
%


2,026



DRA Cunningham, Austin, TX


20.00
%


969



1,053DRA Southwest Partnership


23.00
%(5)






495DRA The Grove at Riverchase, Birmingham, AL


20.00
%


1,409



1,552Fairmont at Fossil Creek, Fort Worth, TX


15.00
%


567



Heritage at Deerwood, Jacksonville, FL


47.00
%(6)






4,765Merritt at Godley Station, Savannah, GA


35.00
%(7)






3,169Park Crossing, Fairfield, CA


10.00
%


797



1,000Stone Ridge, Columbia, SC


10.00
%


451



492Total Multifamily






23,835



31,227Office:600 Building Partnership, Birmingham, AL


33.33
%


76



50Colonial Center Mansell JV


15.00
%


1,377



2,513DRA / CRT JV


15.00
%(8)


23,365



38,069DRA / CLP JV


15.00
%(9)


(6,603
)


Huntville TIC; Huntsville, AL


40.00
%(10)


7,922



Total Office






26,137



40,632 109




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##### Table of Contents



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


December 31,


December 31,Owned


2007


2006(In thousands)Retail:Colonial Promenade Madison, Huntsville, AL


25.00
%


2,258



2,308Colonial Promenade Smyrna, Smyrna, TN (Development)


50.00
%


2,297



2,393GPT / Colonial Retail JV


10.00
%(11)


(5,021
)


(3,068
)Highway 150, LLC, Birmingham, AL


10.00
%


64



70OZRE JV


15.00
%(12)


(6,204
)


Parkway Place Limited Partnership, Huntsville, AL


45.00
%


10,342



11,012Colonial Promenade Craft Farms, Gulf Shores, AL


15.00
%


1,300



Parkside Drive LLC I, Knoxville, TN


50.00
%


6,898



7,178Parkside Drive LLC II, Knoxville, TN (Development)


50.00
%


6,270



Colonial Promenade Alabaster II/Tutwiler II, Birmingham, AL


5.00
%


(107
)


18,097



19,893Other:Heathrow, Orlando, FL


50.00
%


1,585



1,106Colonial / Polar-BEK Management Company,Birmingham, AL


50.00
%


28



341,613



1,140$
69,682


$
92,892     (1)
    
    Carter Regents Park includes a
    $1.2 million non-cash impairment charge that was recorded
    during the year ended December 31, 2007. This impairment is
    included in Impairment in the Companys Consolidated
    Statements of Income and Comprehensive Income.(2)
    
    The CMS/Colonial Joint
    Venture II holds one property in which the Company has a
    15% partnership interest. The Company sold its 5% partnership
    interest in the other property in May 2007.(3)
    
    The Company sold its interest in
    Colonial Grand at Bayshore during January 2007.(4)
    
    The Company sold its interest in
    Colonial Village at Hendersonville during September 2007.(5)
    
    The DRA Southwest Partnership,
    comprised of 15 multifamily properties totaling
    3,957 units, sold the properties held in the joint venture
    on December 21, 2006.(6)
    
    The Company sold its interest in
    Heritage at Deerwood during March 2007.(7)
    
    The Company acquired the remaining
    65% interest in Merritt at Godley Station during May 2007.(8)
    
    As of December 31, 2007, the
    DRA/CRT JV included 18 properties located in
    Ft. Lauderdale, Jacksonville and Orlando, Florida; Atlanta,
    Georgia; Rockville, Maryland; Charlotte, North Carolina;
    Memphis, Tennessee and Houston, Texas. The Company sold its
    interest in Saint Petersburg Centre and Las Olas Centre during
    2007.(9)
    
    As of December 31, 2007, the
    DRA/CLP JV included 16 office properties and two retail
    properties located in Birmingham, Alabama; Orlando and Tampa,
    Florida; Atlanta, Georgia; Charlotte, North Carolina and Austin,
    Texas. Amount includes the value of the Companys
    investment of approximately $29.2 million, offset by the
    excess basis difference on the transaction of approximately
    $35.8 million, which is being amortized over the life of
    the properties.(10)
    
    In November 2007, the Company and
    its partner DRA disposed of their interest in nine office
    properties totaling 1.7 million square feet located in
    Huntsville, Alabama, that were originally acquired from the
    Company in June 2007 in connection with the office joint venture
    transaction. As part of the transaction, the Company acquired a
    40% interest (of which 30% is held by CPSI) in three separate
    TIC investments of the same nine office properties for a total
    acquisition price of $88.7 million, which included the
    issuance of $43.0 million of third-party secured financing
    and $30.4 million of ground lease financing. The value of
    the Companys investment is offset by the excess basis
    difference on the transaction of approximately
    $12.0 million, which is being amortized over the life of
    the properties. The Company continues to manage the nine
    properties and intends to sell CPSIs 30% ownership
    position in each of these TIC investments to approximately 10%
    over the next 12 months through offerings sponsored by
    Bluerock Real Estate, LLC to unrelated TIC investors and to
    retain CRLPs 10% ownership interest..(11)
    
    Amount includes the value of the
    Companys investment of approximately $4.4 million,
    offset by the excess basis difference on the transaction of
    approximately $9.4 million, which is being amortized over
    the life of the properties. 110




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##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (12)
    
    As of December 31, 2007, the
    OZRE JV included 11 retail properties located in Birmingham,
    Alabama; Jacksonville, Orlando, Punta Gorda and Tampa, Florida;
    Athens, Georgia and Houston, Texas. Amount includes the value of
    the Companys investment of approximately
    $11.1 million, offset by the excess basis difference on the
    transaction of approximately $17.3 million, which is being
    amortized over the life of the properties.  376-unit
  240-unit
    216-unit
  324-unit
  319-unit
       111




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##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        364-unit
        529-unit
  358-unit
  370-unit
 112




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##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      176-unit 312-unit 160-unit 240-unit
    266-unit
  Class-A Class-A
   113




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##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    288-unit
  200-unit
        As of December 31,2007


2006(In thousands)Balance SheetAssetsLand, building, & equipment, net

$
3,713,743


$
2,414,827Construction in progress


106,098



80,347Other assets


342,894



273,159Total assets

$
4,162,735


$
2,768,333Liabilities and Partners EquityNotes payable(1)

$
3,224,146


$
2,115,048Other liabilities


115,345



48,517Partners Equity


823,244



604,768Total liabilities and partners capital

$
4,162,735


$
2,768,333     Statement of Operations(for the years ended)

2007


2006


2005Revenues

$
425,115


$
380,280


$
168,108Operating expenses


(174,278
)


(155,845
)


(70,155
)Interest expense


(154,896
)


(143,862
)


(55,886
)Depreciation, amortization and other


(68,927
)


87,613



(49,711
)Net income

$
27,014


$
168,186


$
(7,644
)   (1)
    
    The Companys pro rata
    portion of indebtedness, as calculated based on ownership
    percentage, at December 31, 2007 and 2006 was
    $544.2 million and $367.2 million,
    respectively. 114




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##### Table of Contents



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


Total Debt


Total Equity2007


2006


2007


2006


2007


2006DRA/CRT

$
1,248,807


$
1,542,311


$
993,264


$
1,163,968


$
202,162


$
316,002DRA/CLP


973,861







741,907







194,210



OZRE


362,734







284,000







74,012



$
2,585,402


$
1,542,311


$
2,019,171


$
1,163,968


$
470,384


$
316,002     Total Revenues


Net Income


Share of Net Income(1)2007


2006


2005


2007


2006


2005


2007


2006


2005DRA/CRT

$
179,049


$
215,676


$
54,613


$
14,398


$
(41,909
)

$
(12,015
)

$
2,941


$
(6,286
)

$
(1,802
)DRA/CLP


72,824











(1,682
)










975







OZRE


18,532











(4,928
)










(232
)






$
270,405


$
215,676


$
54,613


$
7,788


$
(41,909
)

$
(12,015
)

$
3,684


$
(6,286
)

$
(1,802
)     (1)
    
    Includes amortization of excess
    basis differences and management fee eliminations.  10.
    Segment
    Information   115




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##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For The Year Ended December 31,2007


2006


2005(In thousands)Revenues:Segment Revenues:Multifamily

$
307,942


$
320,519


$
279,744Office


98,746



172,381



133,368Retail


70,668



110,291



159,460Total Segment Revenues


477,356



603,191



572,572Partially-owned unconsolidated entities  Mfam


(10,287
)


(18,906
)


(15,526
)Partially-owned unconsolidated entities  Off


(41,397
)


(33,736
)


(8,376
)Partially-owned unconsolidated entities  Rtl


(19,037
)


(14,497
)


(6,430
)Construction revenues


38,448



30,484



Other non-property related revenue


19,352



17,693



7,939Discontinued operations property revenues


(62,918
)


(138,852
)


(175,611
)Total Consolidated Revenues


401,517



445,377



374,568NOI:Segment NOI:Multifamily


183,106



190,838



166,972Office


63,565



112,616



90,275Retail


48,742



79,321



112,103Total Segment NOI


295,413



382,775



369,350Partially-owned unconsolidated entities  Mfam


(4,991
)


(10,813
)


(8,729
)Partially-owned unconsolidated entities  Off


(24,114
)


(19,533
)


(4,561
)Partially-owned unconsolidated entities  Rtl


(13,051
)


(9,897
)


(4,494
)Other non-property related revenue


19,352



17,693



7,939Discontinued operations property NOI


(33,727
)


(83,215
)


(108,475
)Impairment  discontinued ops(1)


(2,950
)






Impairments  continuing ops(2)


(43,679
)


(1,600
)


Construction NOI


3,902



1,073



Property management expenses


(12,182
)


(12,590
)


(12,615
)General and administrative expenses


(27,160
)


(21,098
)


(19,549
)Management fee and other expenses


(15,677
)


(12,618
)


(4,576
)Restructuring charge


(3,019
)






Depreciation


(103,107
)


(118,043
)


(100,944
)Amortization


(10,596
)


(17,535
)


(39,979
)Other


(1,249
)


(884
)


1,370Income from operations


23,165



93,715



74,737Total other income (expense), net(3)


250,432



(5,370
)


(2,336
)Income before minority interest and discontinued operations

$
273,597


$
88,345


$
72,401   116




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##### Table of Contents



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


December 31,Assets

2007


2006(In thousands)Segment AssetsMultifamily

$
2,449,558


$
2,539,367Office


82,630



799,089Retail


149,933



663,216For-Sale Residential


211,729



140,350Total Segment Assets


2,893,850



4,142,022Unallocated corporate assets(4)


335,980



289,755$
3,229,830


$
4,431,777     (1)
    
    Of the $3.0 million impairment
    charge presented in discontinued operations, $2.5 million
    is related to a retail asset sold during the third quarter of
    2007, and $0.45 million is a result of fire damage
    sustained during the third quarter of 2007 at a multifamily
    apartment community, which was classified as Held for Sale on
    the Companys Consolidated Balance Sheet at
    December 31, 2007.(2)
    
    Of the $43.7 million
    impairment charge presented in continuing operations,
    $43.3 million is a non-cash impairment charge
    ($26.8 million net of income tax) recorded during the third
    quarter of 2007 related to the Companys for-sale
    residential business as a result of the deterioration in the
    single family housing market and dislocation in the mortgage
    markets, and $0.35 million is a result of fire damage
    sustained during the third quarter of 2007 at a multifamily
    apartment community.(3)
    
    For-sale residential activities
    including net gain on sales and income tax expense (benefit) are
    included in other income. (See table below for additional
    details on for-sale residential activities and also Note 6
    related to for-sale activities).(4)
    
    Includes the Companys
    investment in partially-owned entities of $69,682 and $92,892 as
    of December 31, 2007 and 2006, respectively.  For-Sale
    Residential
  For The Year Ended December 31,2007


2006


2005(In thousands)Gains on for-sale residential sales

$
3,137


$
2,830


$
Impairment


(43,300
)


(1,600
)


Income tax benefit (expense)


15,398



(1,404
)


Income (loss) from for-sale residential sales

$
(24,765
)

$
(174
)

$
   11.
    Notes and
    Mortgages Payable    2007


2006(In thousands)Unsecured credit facility

$
39,316


$
185,000Mortgages and other notes:2.00% to 6.00%


714,197



801,9916.01% to 7.50%


843,326



1,288,3077.51% to 9.00%


45,000



122,608$
1,641,839


$
2,397,906    117




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##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
                     118




---



##### Table of Contents



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

$
43,9542009


6822010


320,7212011


100,7622012


140,121Thereafter


1,035,599$
1,641,839       12.
    Derivative
    Instruments  Accounting for Derivative Instruments
    and Hedging Activities
       119




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##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
             120




---



##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    13.
    Capital
    Structure          14.
    Equity
    Offerings   121




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##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  1 100
      1 100 No. D-42, The Effect on the Calculation of Earnings per Share for the
    Redemption or Induced Conversion of Preferred Stock
  1 10
   122




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##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    15.
    Share-based
    Compensation    Incentive
    Share Plans
        For the Year Ending December 31,2007


2006


2005Dividend yield


5.76
%


5.76
%


6.53
%Expected volatility


19.42
%


21.01
%


21.38
%Risk-free interest rate


4.64
%


5.11
%


4.52
%Expected option term (years)


7.2



7.5



7.5      123




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##### Table of Contents



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


Exercise Price(1)Options outstanding, beginning of period


1,637,265


$
23.40Granted


116,242



39.33Exercised


(131,359
)


22.34Forfeited


(27,218
)


22.56Options outstanding, end of period


1,594,930


$
24.65     (1)
    
    In connection with the special
    distribution paid by the Company related to the recapitalization
    during 2007 (see Note 2), the exercise price of all of the
    Companys then outstanding options has been reduced by
    $10.63 per share for all periods presented as required under the
    terms of the Companys option plans.        (Amounts inthousands)Balance, December 31, 2006

$
8,537Amortization of deferred compensation


(4,010
)Issuance of restricted shares


3,822Balance, December 31, 2007

$
8,349     For The Year Ended


Weighted AverageDecember 31,


Grant Date2007


Fair ValueNonvested Restricted Shares, December 31, 2006


272,144


$
43.39Granted


223,753



40.44Vested


(67,305
)


39.94Cancelled/Forfeited


(8,983
)


43.19Nonvested Restricted Shares, December 31, 2007


419,609


$
41.35    124




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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).         125




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##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Employee
    Share Purchase Plan
    16.
    Employee
    Benefits  Noncontributory
    Defined Benefit Pension Plan
        2007


2006(In thousands)Change in benefit obligationBenefit obligation at beginning of year

$
15,662


$
14,876Service cost


253



1,171Interest cost


758



815Curtailment (gain) loss


(4,087
)


Settlement (gain) loss


(380
)


Benefits paid


(134
)


(120
)Settlement payments


(13,949
)


Actuarial (gain) loss


2,592



(1,080
)Benefit obligation at end of year

$
715


$
15,662Change in plan assetsFair value of plan assets at beginning of year

$
10,317


$
8,731Actual return on plan assets


718



892Employer contributions


3,100



814Benefits paid


(134
)


(120
)Settlement payments


(13,949
)


Fair value of plan assets at end of year

$
52


$
10,317Funded status

$
(663
)

$
(5,345
)     2007


2006(In thousands)Amounts recognized in the consolidated balance sheetsOther liabilities

$
(663
)

$
(5,345
)   126




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##### Table of Contents



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


2006Amounts recognized in accumulated other comprehensive
    incomeNet (gain) loss

$



$
2,581Prior service cost






34Net amount recognized

$



$
2,615     2007


2006(In thousands)Accumulated benefit obligation

$
715


$
12,078     2007


2006(In thousands)Components of Net Periodic Benefit CostService cost

$
253


$
1,170Interest cost


758



815Expected return on plan assets


(611
)


(735
)Amortization of prior service cost


1



8Amortization of net (gain) loss


22



215Curtailment (gain) loss


33



Settlement (gain) loss


549



Net periodic benefit cost

$
1,005


$
1,473     2007


2006(In thousands)Other Changes in Plan Assets and Benefit Obligations
    Recognized in Other Comprehensive IncomeNet (gain) loss

$
(2,581
)

$
2,581Prior service cost


(33
)


34Amortization of prior service cost


(1
)


Total recognized in other comprehensive income

$
(2,615
)

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

$
(1,610
)

$
4,088   Estimated amortization from accumulated other comprehensive
    income into net 
    periodic pension cost over the next twelve months

(In thousands)Amortization of net (gain) loss

$



$
86Amortization of prior service cost

$



$
5     Weighted-average assumptions used to determine benefit
    obligations at December 31

2007


2006Discount rate


5.00
%


5.75
%Rate of compensation increase


n/a



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


5.00
%


5.50
%Expected long-term rate of return on plan assets


5.00
%


8.00
%Rate of compensation increase


3.00
%


3.00
%  127




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##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Percentage of Plan Assets atDecember 31Asset Category

2007


2006Equity Securities


n/a



57
%Debt Securities


n/a



29
%Real estate


n/a



4
%Other


100
%


10
%Total


100
%


100
%       EmployerContributions

(In thousands)2006

$
8142007

$
3,100Expected 2008

$
663Benefit payments (including termination settlement
    payments)2007

$
14,084     Estimated Future Benefit Payments

(In thousands)2008 (final settlement payment)

$
715Thereafter


   401(k)
    Plan
    17.
    Income
    Taxes   128




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##### Table of Contents



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


Ordinary


Return of


Long-Term


UnrecapturedPer Share


Income


Capital


Capital Gain


Sec. 1250 Gains2007

$
0.68



20.99
%


0.00
%


67.46
%


11.55
%2007

$
0.68



4.49
%


0.00
%


66.86
%


28.65
%2007

$
8.08



3.53
%


21.20
%


52.69
%


22.58
%2007

$
2.67



3.53
%


21.20
%


52.69
%


22.58
%2007

$
0.68



3.21
%


28.33
%


47.92
%


20.53
%2007

$
0.50



3.21
%


28.33
%


47.92
%


20.53
%2006

$
2.72



14.75
%


0.00
%


57.77
%


27.48
%2005

$
2.70



25.30
%


0.00
%


39.34
%


35.36
%   Taxable
    REIT Subsidiary
      2007


2006(In thousands)Current tax expense:Federal

$
7,929


$
13,242State


1,401



2,0409,330



15,282Deferred tax benefit:Federal


(14,187
)


(2,641
)State


(2,587
)


(482
)(16,774
)


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


(7,444
)


12,159Income tax expense  discontinued operations


(1,839
)


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

$
(9,283
)

$
3,605    129




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##### Table of Contents



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


2006(In thousands)Deferred tax assets:Real estate asset basis differences

$
128


$
68Impairments


17,466



622Deferred revenue


1,795



1,792Allowance for doubtful accounts


321



243Accrued liabilities


458



398$
20,168


$
3,123Deferred tax liabilities:Real estate asset basis differences


(271
)


(271
)


Net deferred tax assets

$
19,897


$
3,123       2007


2006Federal tax rate


35.00
%


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


4.09
%


3.19
%Other


2.78
%


0.12
%CPSI provision for income taxes


41.87
%


38.31
%     18.
    Leasing
    Operations    (In thousands)2008

$
12,5642009


13,4942010


13,5042011


13,1062012


10,630Thereafter


60,941$
124,239    130




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##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      19.
    Commitments,
    Contingencies, Guarantees and Other Arrangements  Commitments
    and Contingencies
          Guarantees
    and Other Arrangements
       131




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##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            20.
    Related
    Party Transactions       132




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##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        21.
    Net
    Income Per Share    2007


2006


2005(In thousands)Numerator:Income from continuing operations

$
273,243


$
70,725


$
51,526Less:Preferred stock dividends


(13,439
)


(20,903
)


(22,391
)Preferred share issuance costs write-off


(360
)


(2,128
)


Income from continuing operations available to common
    shareholders

$
259,444


$
47,694


$
29,135Denominator:Denominator for basic net income per share  weighted
    average common shares


46,356



45,484



38,071Effect of dilutive securities


653



536



391Denominator for diluted net income per share 
    adjusted weighted average common shares


47,009



46,020



38,462    133




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##### Table of Contents



COLONIAL
    PROPERTIES TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  22.
    Subsequent
    Events  Property
    Acquisitions
  270-unit
  Property
    Dispositions
  Multifamily
    Communities
  240-unit
  216-unit
  228-unit
  Office
    Property
    Financing
    Activities
    Distribution
    23.
    Quarterly
    Financial Information (Unaudited)    134




---



##### Table of Contents



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


Second


Third


FourthQuarter


Quarter


Quarter


Quarter(In thousands, except per share data)Revenues

$
120,188


$
114,527


$
84,306


$
82,496Income (loss) from continuing operations


2,530



276,246



(8,165
)


2,632Income from discontinued operations


33,817



32,889



12,480



3,472Net income


36,347



309,135



4,315



6,104Preferred dividends


(4,491
)


(3,870
)


(2,539
)


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






(330
)


(29
)


(1
)Net income available to common shareholders


31,856



304,935



1,747



3,564Net income per share:Basic

$
0.69


$
6.60


$
0.03


$
0.07Diluted

$
0.69


$
6.51


$
0.03


$
0.07Weighted average common shares outstanding:Basic


45,964



46,222



46,574



46,656Diluted


45,964



46,875



46,574



46,656   2006First


Second


Third


FourthQuarter


Quarter


Quarter


Quarter(In thousands, except per share data)Revenues

$
112,645


$
109,577


$
109,535


$
113,620Income (loss) from continuing operations


644



23,205



(6,529
)


53,405Income from discontinued operations


11,116



12,919



25,856



82,864Net income


11,760



36,124



19,327



136,269Preferred 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



28,495



14,732



131,720Net 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  135




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
     Internal Control  Integrated Framework Form 10-K.
          136




---



##### 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.   137




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##### Table of Contents



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


1,835,777
(2)

$
23.83
(3)


2,284,567Equity compensation plans not approved by security holders










Total


1,835,777


$
23.83



2,284,567     (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 419,609 restricted
    shares that had not vested as of December 31,
    2007.(3)
    
    Weighted-average exercise price
    of outstanding options has been adjusted for the special
    distribution paid in June 2007 (see Note 2 to our Notes to
    Consolidated Financial Statements included in Item 8 of
    this 10-K).
    In connection with the special distribution, the exercise price
    of all of the then outstanding options was reduced by $10.63 per
    share as required under the terms of the option plans.
    Weighted-average exercise price of outstanding options also
    excludes value of outstanding restricted shares. 138




---



##### Table of Contents



Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence.    Item 14.
    Principal
    Accountant Fees and Services.   139




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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, 20052
.6

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

Incorporated by reference to Exhibit 2.1 to the
    Companys Current Report on
    Form 8-K
    filed with the SEC on May 1, 20072
.7

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

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

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

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

Declaration of Trust of Company, as amended

Incorporated by reference to Exhibit 3.1 to the
    Companys Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 20073
.2

Bylaws of the Company, as amended

Incorporated by reference to Exhibit 3.1 to the
    Companys Current Report on
    Form 8-K
    filed with the SEC on April 30, 20074
.1

Indenture dated as of July 22, 1996, by and between CRLP and
    Deutsche Bank Trust Company Americas (formerly Bankers Trust
    Company)

Incorporated by reference to Exhibit 4.1 to the CRLPs
    Annual Report on
    Form 10-K/A
    filed with the SEC on October 10, 2003 140




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##### Table of Contents



ExhibitNo.

Exhibit

Reference4
.2

First Supplemental Indenture dated as of December 31, 1998, by
    and between CRLP and Deutsche Bank Trust Company Americas
    (formerly Bankers Trust Company)

Incorporated by reference to Exhibit 10.13.1 to the
    Companys Annual Report on
    Form 10-K
    for the period ending December 31, 1998 (which document may
    be found and reviewed in the SECs Public Reference Room at
    100 F Street, NE, Room 1580,
    Washington, D.C. 20549, in the files therein relating to
    the Company, whose file number is 1-12358)4
.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 file number is 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 Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 200710
.2

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

Incorporated by reference to Exhibit 10.2 to the
    Companys Registration Statement on
    Form S-11/A,
    No. 33-65954,
    filed with the SEC on September 21, 199310
.3

Registration Rights and Lock-Up Agreement dated March 25, 1997,
    among the Company and the persons named therein

Incorporated by reference to Exhibit 10.2.2 to the
    Companys Annual Report on
    Form 10-K
    for the period ending December 31, 1997 (which document may
    be found and reviewed in the SECs Public Reference Room at
    100 F Street, NE, Room 1580,
    Washington, D.C. 20549, in the files therein relating to
    the Company, whose file number is 1-12358)10
.4

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

Incorporated by reference to Exhibit 10.2.3 to the
    Companys Annual Report on
    Form 10-K
    for the period ending December 31, 1997 (which document may
    be found and reviewed in the SECs Public Reference Room at
    100 F Street, NE, Room 1580,
    Washington, D.C. 20549, in the files therein relating to
    the Company, whose file number is 1-12358)10
.5

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

Incorporated by reference to Exhibit 10.2.4 to the
    Companys Annual Report on
    Form 10-K
    for the period ending December 31, 1997 (which document may
    be found and reviewed in the SECs Public Reference Room at
    100 F Street, NE, Room 1580,
    Washington, D.C. 20549, in the files therein relating to
    the Company, whose file number is 1-12358)10
.6

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

Incorporated by reference to Exhibit 10.2.5 to the
    Companys Annual Report on
    Form 10-K
    for the period ending December 31, 1997 (which document may
    be found and reviewed in the SECs Public Reference Room at
    100 F Street, NE, Room 1580,
    Washington, D.C. 20549, in the files therein relating to
    the Company, whose file number is 1-12358)10
.7

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

Incorporated by reference to Exhibit 10.2.6 to the
    Companys Annual Report on
    Form 10-K
    for the period ending December 31, 1997 (which document may
    be found and reviewed in the SECs Public Reference Room at
    100 F Street, NE, Room 1580,
    Washington, D.C. 20549, in the files therein relating to
    the Company, whose file number is 1-12358)10
.8

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

Incorporated by reference to Exhibit 10.2.7 to the
    Companys Annual Report on
    Form 10-K
    for the period ending December 31, 1997 (which document may
    be found and reviewed in the SECs Public Reference Room at
    100 F Street, NE, Room 1580,
    Washington, D.C. 20549, in the files therein relating to
    the Company, whose file number is 1-12358) 141




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##### Table of Contents



ExhibitNo.

Exhibit

Reference10
.9

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

Incorporated by reference to Exhibit 10.2.8 to the
    Companys Annual Report on
    Form 10-K
    for the period ending December 31, 1998 (which document may
    be found and reviewed in the SECs Public Reference Room at
    100 F Street, NE, Room 1580,
    Washington, D.C. 20549, in the files therein relating to
    the Company, whose file number is 1-12358)10
.10

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

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

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

Incorporated by reference to Exhibit 10.2.10 to the
    Companys Annual Report on
    Form 10-K
    for the period ending December 31, 1998 (which document may
    be found and reviewed in the SECs Public Reference Room at
    100 F Street, NE, Room 1580,
    Washington, D.C. 20549, in the files therein relating to
    the Company, whose file number is 1-12358)10
.12

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

Incorporated by reference to Exhibit 10.2.11 to the
    Companys Annual Report on
    Form 10-K
    for the period ending December 31, 1998 (which document may
    be found and reviewed in the SECs Public Reference Room at
    100 F Street, NE, Room 1580,
    Washington, D.C. 20549, in the files therein relating to
    the Company, whose file number is 1-12358)10
.13

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 file number is 1-12358)10
.14

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

Incorporated by reference to Exhibit 10.2.13 to the
    Companys Annual Report on
    Form 10-K
    for the period ending December 31, 1999 (which document may
    be found and reviewed in the SECs Public Reference Room at
    100 F Street, NE, Room 1580,
    Washington, D.C. 20549, in the files therein relating to
    the Company, whose file number is 1-12358)10
.15

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
.15.1

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
.15.2

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
.15.3

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
.15.4

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
.15.5

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
.15.6

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
.16

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
.17

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
.18

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, 2003 142




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##### Table of Contents



ExhibitNo.

Exhibit

Reference10
.18.1

Amendment to Employee Share Purchase Plan 

Incorporated by reference to Exhibit 10.21.1 to the
    Companys Annual Report on Form 10-K for the period ending
    December 31, 200610
.19

Annual Incentive Plan 

Incorporated by reference to Exhibit 10.16 to the
    Companys Registration Statement on
    Form S-11/A,
    No. 33-65954,
    filed with the SEC on September 3, 199310
.20

Executive Unit Purchase Program  Program Summary
    

Incorporated by reference to Exhibit 10.15 to the
    Companys Annual Report on
    Form 10-K
    for the period ending December 31, 1999 (which document may
    be found and reviewed in the SECs Public Reference Room at
    100 F Street, NE, Room 1580,
    Washington, D.C. 20549, in the files therein relating to
    the Company, whose file number is 1-12358)10
.21

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
.22

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
.22.1

Non-Competition Agreement, dated May 4, 2007, among Colonial
    Realty Limited Partnership, Colonial Properties Trust and Thomas
    H. Lowder 

Incorporated by reference to Exhibit 10.1 to the
    Companys Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 200710
.23

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
.24

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
.25

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
.25.1

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
.26

Articles of Incorporation of Colonial Real Estate Services,
    Inc., predecessor of CPSI, as amended

Incorporated by reference to Exhibit 10.9 to the
    Companys Annual Report on
    Form 10-K
    for the period ending December 31, 1994 (which document may
    be found and reviewed in the SECs Public Reference Room at
    100 F Street, NE, Room 1580,
    Washington, D.C. 20549, in the files therein relating to
    the Company, whose file number is 1-12358)10
.27

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
.28

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
.28.1

First Amendment to Credit Agreement, dated June 2, 2006, among
    CRLP, the Company, Wachovia Bank, National Association as Agent
    for the Lenders and the Lenders named therein

Incorporated by reference to Exhibit 10.2 to the
    Companys Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 200710
.28.2

Second Amendment to Credit Agreement, dated June 21, 2007, among
    CRLP, the Company, Wachovia Bank, National Association as Agent
    for the Lenders and the Lenders named therein

Incorporated by reference to Exhibit 10.1 to the
    Companys Current Report on
    Form 8-K
    filed with the SEC on July 24, 200710
.29

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
.30

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
.31

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, 2003 143




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##### Table of Contents



ExhibitNo.

Exhibit

Reference10
.32

Form of Promissory Note under Facility and Guarantee Agreement
    dated as of December 17, 1999 among the Company, CRLP, Bank One,
    N.A. and certain lenders

Incorporated by reference to Exhibit 10.16 to the
    Companys Annual Report on
    Form 10-K
    for the period ending December 31, 1999 (which document may
    be found and reviewed in the SECs Public Reference Room at
    100 F Street, NE, Room 1580,
    Washington, D.C. 20549, in the files therein relating to
    the Company, whose file number is 1-12358)10
.33

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 file number is 1-12358)10
.34

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
.35

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, 200510
.36

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
.37

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 file number is 1-12358)10
.38

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
.39

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
.40

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
.41

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
.42

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
.43

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
.44

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
.45

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
.46

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
.47

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
.48

Form of Restricted Share Agreement (33 1/3% per year
    vesting) 

Incorporated by reference to Exhibit 10.3 to the
    Companys Current Report on
    Form 8-K
    filed with the SEC on May 3, 200510
.49

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
.50

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
.51

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, 2005 144




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##### Table of Contents



ExhibitNo.

Exhibit

Reference10
.52

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
.53

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, 200510
.54

Trustee Compensation Policy for 2007 

Incorporated by reference to Exhibit 10.3 to the
    Companys Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 200710
.55

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
.56

Summary of 2007 Annual Incentive Plan

Incorporated by reference to Exhibit 10.2 to the
    Companys Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 200710
.57

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
.58

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
.59

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
.60

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
.61

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
.62

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 herewith23
.2

Consent of Weiser LLP

Filed herewith23
.3

Consent of PricewaterhouseCoopers LLP

Filed herewith31
.1

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

Filed herewith31
.2

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

Filed herewith32
.1

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

Filed herewith32
.2

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

Filed herewith     
    
    Denotes a management contract or
    compensatory plan, contract or arrangement.  Exhibits
    Financial Statements
   145




---



##### 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 146




---



##### 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  147




---



##### Table of Contents



Colonial
    Properties Trust
 Index to Financial Statement Schedules
 S-1

Consolidated Financial Statements of DRA/CLP Office LLC and
    Subsidiaries for the Period from June 13, 2007 (Date of
    Inception) through December 31, 2007, and Report of
    Independent Registered Public Accounting FirmS-2

Consolidated Financial Statements of OZ/CLP Retail LLC and
    Subsidiaries for the Period from June 15, 2007 (Date of
    Inception) through December 31, 2007, and Report of
    Independent Registered Public Accounting FirmS-3

Schedule III  Real Estate and Accumulated
    Depreciation




---



##### Table of Contents



Appendix S-1
  DRA/CLP
    Office LLC
    and Subsidiaries
  Consolidated Financial Statements
 For the Period from June 13, 2007
 (Inception) to December 31, 2007




---



##### Table of Contents



DRA/CLP
    OFFICE LLC and Subsidiaries
    Contents
    Consolidated Financial Statements
    For the Period June 13, 2007 (Inception) to
    December 31, 2007
  Page(s)Report of Independent Registered Public Accounting Firm


1Audited Consolidated Financial Statements:Consolidated Balance Sheet


2Consolidated Statement of Operations


3Consolidated Statement of Changes in Temporary Equity and Equity


4Consolidated Statement of Cash Flows


5Notes to Consolidated Financial Statements


6-14




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
           Weiser
    LLP
    1




---



##### Table of Contents



DRA/CLP
    Office LLC and Subsidiaries
    Consolidated Balance Sheet
    December 31, 2007
    (in thousands)
  AssetsReal estate investmentsLand

$
80,779Land improvements


97,538Buildings and improvements


637,813Tenant improvements


56,328872,458Accumulated depreciation and amortization


15,885Operating
    properties-net


856,573Land held for sale


2,250Total real estate


858,823Cash and cash equivalents


39,516Tenant receivables, net of allowance for doubtful accounts of
    $367


2,839Prepaid expenses and other assets


888In-place leases, net of accumulated amortization of $4,630


37,520Deferred costs, net of accumulated amortization of $3,154


31,585Deferred rent receivable, net of allowance for doubtful accounts
    of $145


2,690Total assets

$
973,861LiabilitiesMortgage payable

$
741,907Acquired net below market leases, net of accumulated
    amortization of $1,177


16,096Accounts payable, accrued expenses and other liabilities


4,058Payable to members


4,937Interest payable


3,584Accrued real estate taxes payable


2,022Advance rents and security deposits


7,047Total liabilities


779,651Commitment and contingencies  Note 8Temporary EquityRedeemable common units (Redemption value of $32,215) - Colonial


32,215Redeemable common units (Redemption value of $26,600) - Rollover
    LPs


26,60058,815Equity - Nonredeemable common units


135,395Total liabilities, temporary equity and equity

$
973,861    2




---



##### Table of Contents



DRA/CLP
    Office LLC and Subsidiaries
    Consolidated Statement of Operations
    For the Period From June 13, 2007 (Inception) to
    December 31, 2007
    (in thousands)
  RevenuesRent

$
54,106Tenant escalations


6,296Other


2,410Total revenues


62,812Property operating expensesGeneral operating expenses


8,290Management fees paid to affiliate


2,384Repairs and maintenance


5,114Taxes, licenses and insurance


8,258General and administrative


1,424Depreciation and amortization


23,670Total property operating expenses


49,140Income from operations


13,672Other income (expense)Interest expense


(22,662
)Interest income


743Total other income (expense)


(21,919
)Loss from continuing operations


(8,247
)Income from discontinued operations


6,565Net loss

$
(1,682
)    3




---



##### Table of Contents



DRA/CLP
    Office LLC and Subsidiaries
    Consolidated Statement of Changes in Temporary Equity and
    Equity
    For the Period from June 13, 2007 (Inception) to
    December 31, 2007
    (in thousands)
  EquityG&I VIInvestment


Temporary EquityDRA/CLP


Colonial OfficeOffice, LLC


Holdings, LLC


Rollover LPs


TotalBalance  Beginning of Period

$



$



$



$
Issuance of redeemable common units for real estate






81,446



68,589



150,035Cash proceeds from issuance of nonredeemable common units


392,938











Distributions


(251,175
)


(52,062
)


(43,844
)


(95,906
)Net loss


(1,217
)


(252
)


(213
)


(465
)Change in redemption value of redeemable common units


(5,151
)


3,083



2,068



5,151Balance  December 31, 2007

$
135,395


$
32,215


$
26,600


$
58,815    4




---



##### Table of Contents



DRA/CLP
    Office LLC and Subsidiaries
    Consolidated Statement of Cash Flows
    For the Period from June 13, 2007 (Inception) to
    December 31, 2007
    (in thousands)
  Cash flows from operating activitiesNet loss

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


23,670Amortization of above and below market leases


(1,177
)Deferred rent receivable


(3,082
)Bad debt expense


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


(3,206
)Prepaid expenses and other assets


411Accounts payable, accrued expenses and other liabilities


1,221Interest payable


3,584Accrued real estate taxes payable


(2,851
)Advanced rents and security deposits


(2,053
)Net cash provided by operating activities


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


(972,086
)Capital expenditures


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


218,942Leasing costs paid


(1,772
)Net cash used in investing activities


(761,883
)Cash flows from financing activitiesProceeds from mortgage notes payable


741,907Repayment of loans from members


(15,005
)Proceeds from loans from members


15,005Proceeds from issuance of nonredeemable common units


392,938Distributions paid to equity member


(251,175
)Distributions paid to temporary equity members


(95,906
)Deferred loan costs paid


(1,567
)Net cash provided by financing activities


786,197Net increase in cash and cash equivalents


39,516Cash and cash equivalents at beginning of year


Cash and cash equivalents at end of year

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

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

$
150,035    5




---



##### Table of Contents



DRA/CLP
    OFFICE LLC and Subsidiaries
  Notes to
    Consolidated Financial Statements
 For the
    Period June 13, 2007 (Inception) to December 31,
    2007
  1.
    Organization      Operating Agreement 
  2.
    Summary
    of Significant Accounting Policies  Principles of Consolidation
  Investments in Real Estate
  Depreciation and Amortization 
 6




---



##### Table of Contents



DRA/CLP
    OFFICE LLC and Subsidiaries
  Notes to
    Consolidated Financial Statements
 For the
    Period June 13, 2007 (Inception) to December 31,
    2007  (Continued)
    Deferred Costs
    2007(In thousands)Financing costs

$
1,567Leasing costs


33,17234,739Less accumulated amortization


3,154$
31,585     For The Year Ended December 31,2008

$
5,7652009


5,4642010


5,1322011


3,6852012


2,385Thereafter


6,185$
28,616   Impairment and Disposal of Long-Lived Assets Accounting for the Impairment or Disposal of Long-Lived
    Assets
  Revenue Recognition
 7




---



##### Table of Contents



DRA/CLP
    OFFICE LLC and Subsidiaries
  Notes to
    Consolidated Financial Statements
 For the
    Period June 13, 2007 (Inception) to December 31,
    2007  (Continued)
      Tenant Receivables and Allowances for Doubtful Accounts
  Cash and Cash Equivalents
    Income Taxes
  Fair Value of Financial Instruments
  Estimates
  Redeemable Common Units
  Recent Accounting Pronouncements
 8




---



##### Table of Contents



DRA/CLP
    OFFICE LLC and Subsidiaries
  Notes to
    Consolidated Financial Statements
 For the
    Period June 13, 2007 (Inception) to December 31,
    2007  (Continued)
      3.
    Business
    Combination    (In thousands)Property, plant and equipment

$
871,458Acquired intangibles


57,087Prepaid expenses and other assets


1,299Assets held for sale


209,087Accrued real estate taxes and other liabilities


(7,710
)Advance rents


(6,843
)Tenant security deposits and other liabilities


(2,257
)Total purchase price, net of cash acquired

$
1,122,121     (1)
    Cash of approximately $972 million arising from the
    issuance of nonredeemable common units and proceeds from
    mortgage payable.    Business Combinations
 9




---



##### Table of Contents



DRA/CLP
    OFFICE LLC and Subsidiaries
  Notes to
    Consolidated Financial Statements
 For the
    Period June 13, 2007 (Inception) to December 31,
    2007  (Continued)
  lease-up
  4.
    Intangibles      In-place


Above (Below)For The Year Ended December 31,

Leases


Market Leases(In thousands)2008

$
8,016


$
(1,574
)2009


8,117



(1,770
)2010


7,602



(2,319
)2011


4,423



(2,428
)2012


2,141



(1,997
)Thereafter


7,221



(6,008
)$
37,520


$
(16,096
)   5.
    Mortgage
    Payable   10




---



##### Table of Contents



DRA/CLP
    OFFICE LLC and Subsidiaries
  Notes to
    Consolidated Financial Statements
 For the
    Period June 13, 2007 (Inception) to December 31,
    2007  (Continued)
  6.
    Discontinued
    Operations    2007(In thousands)Rental revenue

$
10,115General operating expenses


(1,274
)Taxes, licenses and insurance


(642
)Management fees paid to affiliates


(410
)Repairs and maintenance


(783
)General and administrative


(221
)Interest expense


(220
)Income from discontinued operations

$
6,565     7.
    Leases    For The Year Ended December 31,

(In thousands)2008

$
90,0502009


81,1422010


72,0802011


60,3802012


37,062Thereafter


84,742$
425,456   8.
    Commitments
    and Contingencies    Property
    Lockout Period
   11




---



##### Table of Contents



DRA/CLP
    OFFICE LLC and Subsidiaries
  Notes to
    Consolidated Financial Statements
 For the
    Period June 13, 2007 (Inception) to December 31,
    2007  (Continued)
    Tax
    Protection
    gross-up
    9.
    Redeemable
    Common Units  Rollover
    LP Put Rights
     12




---



##### Table of Contents



DRA/CLP
    OFFICE LLC and Subsidiaries
  Notes to
    Consolidated Financial Statements
 For the
    Period June 13, 2007 (Inception) to December 31,
    2007  (Continued)
    Rollover
    LP Redemption in Kind
    Colonial
    Office Holdings Put Right
      10.
    Related
    Party Transactions         13




---



##### Table of Contents



DRA/CLP
    OFFICE LLC and Subsidiaries
  Notes to
    Consolidated Financial Statements
 For the
    Period June 13, 2007 (Inception) to December 31,
    2007  (Continued)
          11.
    Subsequent
    Events     14




---



##### Table of Contents



Appendix S-2
  OZ/CLP
    Retail LLC and Subsidiaries
  Consolidated
    Financial Statements
 For the
    Period from June 15, 2007 (inception) to December 31,
    2007




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
      PricewaterhouseCoopers
    LLP
    1




---



##### Table of Contents



OZ/CLP
    Retail LLC and Subsidiaries
  Consolidated
    Balance Sheet
 December 31,
    2007 (in thousands)
  AssetsLand, buildings, and equipment, net

$
333,067Cash and cash equivalents


3,915Restricted cash


1,882Accounts receivable, net


1,348Deferred lease costs, net


8,160Deferred mortgage costs, net


872In place leases, net


21,452Acquired above market leases, net


7,101Other assets


700Total assets

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

$
284,000Accounts payable and accrued expenses


1,763Accrued interest


1,245Acquired below market leases, net


16,249Tenant deposits


442Unearned rent


1,172Total liabilities


304,871Commitment and contingencies (Note 7)Temporary Equity  Redeemable common unitsRedeemable common units (Redemption value of $9,849)


9,849Equity  Nonredeemable common units


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

$
378,497    2




---



##### Table of Contents



OZ/CLP
    Retail LLC and Subsidiaries
    Consolidated Statement of Operations
    For the Period from June 15, 2007 (inception) to
    December 31, 2007
    (in thousands)
  RevenuesRent

$
14,681Percentage rent


18Tenant recoveries


3,591Other


405Total revenues


18,695Property operating expensesGeneral operating expenses


655Management fees paid to affiliate


699Repairs and maintenance


1,245Taxes, licenses and insurance


2,112General and administrative


436Depreciation


5,861Amortization


3,236Total property operating expenses


14,244Income from operations


4,451Other income (expense)Interest expense


(9,817
)Interest income


52Total other expense


(9,765
)Net loss

$
(5,314
)    3




---



##### Table of Contents



OZ/CLP
    Retail LLC and Subsidiaries
    Consolidated Statement of Members Equity and Temporary
    Equity
    For the Period from June 15, 2007 (inception) to
    December 31, 2007
    (in thousands)
  TemporaryEquity


EquityOZRE


Colonial Retail





RolloverRetail LLC


Holdings, LLC


Total


LPsBalance  Beginning of Period

$



$



$



$
Issuance of redeemable common units














21,617Issuance of nonredeemable common units


125,248



25,917



151,165



Distributions


(68,025
)


(14,076
)


(82,101
)


(11,741
)Net loss


(3,852
)


(797
)


(4,649
)


(665
)Change in redemption value ofredeemable common units


(528
)


(110
)


(638
)


638Balance  December 31, 2007

$
52,843


$
10,934


$
63,777


$
9,849    4




---



##### Table of Contents



OZ/CLP
    Retail LLC and Subsidiaries
    Consolidated Statement of Cash Flows
    For the Period from June 15, 2007 (inception) to
    December 31, 2007
    (in thousands)
  Cash flows from operating activitiesNet loss









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










8,652Bad debt expense










123Changes in operating assets and liabilitiesAccounts receivable










(574
)Other assets










(469
)Accounts payable and accrued expenses










(631
)Accrued interest










1,245Tenant deposits










(110
)Unearned rent










(10
)Net cash provided by operating activities










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










(311,219
)Restricted cash










(1,882
)Capital expenditures










(276
)Leasing costs paid










(86
)Net cash used in investing activities










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










284,000Repayment of loans of members










(4,952
)Proceeds from loans of members










4,952Proceeds from issuance of nonredeemable common units










125,248Distributions paid to equity members










(82,101
)Distributions paid to temporary equity members










(11,741
)Deferred loan costs and other










(940
)Net cash provided by financing activities










314,466Increase in cash










3,915CashBeginning of period










End of period









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









$
8,503Supplemental information of non-cash investing and financing
    activitiesIssuance of redeemable common units for real estate









$
47,534    5




---



##### Table of Contents



OZ/CLP
    Retail LLC and Subsidiaries
  Notes to
    Consolidated Financial Statements
 For the Period from June 15, 2007 (inception) to
    December 31, 2007
  1.
    Organization
    and Basis of Presentation      Operating Agreement
   6




---



##### Table of Contents



OZ/CLP
    Retail LLC and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  2.
    Summary
    of Significant Accounting Policies  Principles of Consolidation
  Land, Buildings and Equipment  Accounting for Sales of Real
    Estate 78-9, Accounting for Investments in Real Estate Ventures
  Land

$
58,173Buildings and improvements


256,248Land improvements


24,507338,928Accumulated depreciation


(5,861
)$
333,067     Acquisition of Real Estate Assets Business
    Combinations No. 98-3, Determining Whether a Non-Monetary Transaction Involves
    Receipt of Productive Assets or of a Business.
   7




---



##### Table of Contents



OZ/CLP
    Retail LLC and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
      lease-up lease-up
        Cash and Cash Equivalents
   8




---



##### Table of Contents



OZ/CLP
    Retail LLC and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Restricted Cash
  Accounts Receivable and Allowance for Doubtful
    Accounts
  Deferred Lease Costs and Mortgage
    Costs
  2007(In thousands)Financing Costs

$
940Leasing Costs


8,9249,864Less Accumulated Amortization


832$
9,032   Impairment and Disposal of Long-Lived
    Assets Accounting for the Impairment
    or Disposal of Long-Lived Assets
  Revenue Recognition
    Income Taxes
 9




---



##### Table of Contents



OZ/CLP
    Retail LLC and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Fair Value of Financial Instruments
  Estimates
  Redeemable Common Units Classification and Measurement
    of Redeemable Securities
  Recent Accounting Pronouncements Fair
    Value Measurements Accounting for Leases
  The
    Fair Value Option for Financial Assets and Financial
    Liabilities  including an amendment of FASB Statement
    No. 115
  3.
    Business
    Combination   10




---



##### Table of Contents



OZ/CLP
    Retail LLC and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    (In thousands)Accounts receivable

$
897Property, plant and equipment


338,652Acquired intangibles


23,101Prepaid and other assets


231Accrued expenses and accounts payable


(2,394
)Unearned rent


(1,182
)Tenant deposits and other liabilities


(552
)Total purchase price, net of cash acquired

$
358,753   Business Combinations lease-up
  4.
    Intangibles      In-Place


Above (Below)For The Year Ended December 31,

Lease


Market Leases(In thousands)2008

$
4,347


$
(1,007
)2009


3,887



(1,027
)2010


3,193



(974
)2011


2,248



(1,046
)2012


1,599



(977
)Thereafter


6,178



(4,117
)$
21,452


$
(9,148
)  11




---



##### Table of Contents



OZ/CLP
    Retail LLC and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  5.
    Mortgage
    Payable    6.
    Leases    For The Year Ended December 31,

(In thousands)2008

$
25,4732009


24,1172010


21,3272011


16,6572012


13,771Thereafter


61,397$
162,742   7.
    Commitments
    and Contingencies    Property
    Lockout Period
    Tax
    Protection
     12




---



##### Table of Contents



OZ/CLP
    Retail LLC and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  gross-up
  8.
    Redeemable
    Common Units  Rollover
    LP Put Rights
      Rollover
    LP Redemption in Kind
   13




---



##### Table of Contents



OZ/CLP
    Retail LLC and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    9.
    Related
    Party Transactions        10.
    Subsequent
    Events   14




---



##### Table of Contents



Appendix
    S-3


SCHEDULE III
    COLONIAL PROPERTIES TRUST
    REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION
    DECEMBER 31, 2007
  Initial Cost





Gross Amount at Whichto Company


Cost


Carried at Close of PeriodBuildings


Capitalized





Buildingsand


Subsequent to





and





Accumulated


Date


Date Acquired/


DepreciableDescription

Encumbrances(1)


Land


Improvements


Acquisition


Land


Improvements


Total(2)


Depreciation


Completed


Placed in Service


LivesYearsMultifamily:Ashley Park(3)

$



$
3,702,098


$
15,332,923


$
246,990


$
3,702,098



$
    15,579,913


$
19,282,011



$
    (2,782,393
)


1988



2005



3-40 YearsAutumn Hill






7,146,496



24,811,026



1,911,754



7,146,496



26,722,780



33,869,277



(3,025,122
)


1970



2005



3-40 YearsAutumn Park I & II






4,407,166



35,387,619



359,888



4,407,166



35,747,506



40,154,672



(2,842,664
)


2001/04



2005



3-40 YearsBrookfield(3)






1,541,108



6,022,656



629,170



1,541,108



6,651,826



8,192,934



(1,006,715
)


1984



2005



3-40 YearsColonial Grand at Arringdon






3,016,358



23,295,172



921,009



3,016,358



24,216,181



27,232,539



(3,390,655
)


2003



2004



3-40 YearsColonial Grand at Barrett Creek






3,320,000



27,237,381



392,741



3,320,000



27,630,121



30,950,121



(2,538,115
)


1999



2005



3-40 YearsColonial Grand at Bear Creek






4,360,000



32,029,388



898,307



4,360,000



32,927,695



37,287,695



(3,106,841
)


1998



2005



3-40 YearsColonial Grand at Bellevue






3,490,000



31,544,370



1,635,268



3,490,986



33,178,652



36,669,638



(2,730,420
)


1996



2005



3-40 YearsColonial Grand at Berkeley Lake






1,800,000



16,551,734



419,500



1,800,000



16,971,234



18,771,234



(2,319,063
)


1998



2004



3-40 YearsColonial Grand at Beverly Crest






2,400,000



20,718,143



1,139,539



2,400,000



21,857,682



24,257,682



(2,727,792
)


1996



2004



3-40 YearsColonial Grand at Crabtree Valley






2,100,000



15,272,196



835,344



2,100,000



16,107,540



18,207,540



(1,311,307
)


1997



2005



3-40 YearsColonial Grand at Cypress Cove






3,960,000



24,721,680



1,348,123



3,960,000



26,069,803



30,029,803



(1,023,927
)


2001



2006



3-40 YearsColonial Grand at Edgewater I






1,540,000



12,671,606



15,683,120



2,602,325



27,292,400



29,894,726



(10,895,586
)


1990



1994



3-40 YearsColonial Grand at Godley Station I


18,482,376



1,594,008



27,057,678







1,594,008



27,057,678



28,651,686



(666,448
)


2001



2006



3-40 YearsColonial Grand at Hammocks






3,437,247



26,514,000



1,416,098



3,437,247



27,930,098



31,367,345



(2,797,944
)


1997



2005



3-40 YearsColonial Grand at Heather Glen






3,800,000







35,345,604



4,134,235



35,011,370



39,145,604



(9,963,181
)


2000



1998



3-40 YearsColonial Grand at Heathrow






2,560,661



17,612,990



1,680,518



2,560,661



19,293,508



21,854,169



(7,420,418
)


1997



1994/97



3-40 YearsColonial Grand at Hunters Creek(3)






1,869,657







33,553,897



5,308,112



30,115,442



35,423,554



(12,545,659
)


1996



1996



3-40 YearsColonial Grand at Inverness Commons






6,976,500



33,892,731



497,124



6,976,500



34,389,855



41,366,355



(1,086,070
)


2001



2006



3-40 YearsColonial Grand at Lakewood Ranch






2,320,442







24,055,763



2,359,875



24,016,331



26,376,205



(7,120,443
)


1999



1997



3-40 YearsColonial Grand at Legacy Park






2,212,005



23,076,117



697,826



2,212,005



23,773,943



25,985,948



(2,140,575
)


2001



2005



3-40 YearsColonial Grand at Liberty Park






2,296,019







25,833,158



2,296,019



25,833,158



28,129,177



(7,927,836
)


2000



1998



3-40 YearsColonial Grand at Madison






1,689,400







22,261,108



1,831,550



22,118,958



23,950,508



(6,957,196
)


2000



1998



3-40 YearsColonial Grand at Mallard Creek






2,911,443



1,277,575



16,501,917



3,320,438



17,370,497



20,690,935



(1,759,533
)


2005



2003



3-40 YearsColonial Grand at Mallard Lake






3,020,000



24,070,350



1,522,481



3,020,000



25,592,831



28,612,831



(2,110,638
)


1998



2005



3-40 Years 1




---



##### Table of Contents



Initial Cost





Gross Amount at Whichto Company


Cost


Carried at Close of PeriodBuildings


Capitalized





Buildingsand


Subsequent to





and





Accumulated


Date


Date Acquired/


DepreciableDescription

Encumbrances(1)


Land


Improvements


Acquisition


Land


Improvements


Total(2)


Depreciation


Completed


Placed in Service


LivesYearsColonial Grand at McDaniel Farm






4,240,000



36,239,339



1,000,834



4,240,000



37,240,173



41,480,173



(2,349,516
)


1997



2006



3-40 YearsColonial Grand at McGinnis Ferry






5,000,114



34,600,386



844,256



5,000,114



35,444,642



40,444,756



(4,209,569
)


1997



2004



3-40 YearsColonial Grand at Mount Vernon






2,130,000



24,943,402



581,620



2,130,000



25,525,022



27,655,022



(3,450,272
)


1997



2004



3-40 YearsColonial Grand at OldTown Scottsdale North






4,837,040



5,271,474



23,649,976



4,837,040



28,921,450



33,758,490



(1,030,296
)


2001



2006



3-40 YearsColonial Grand at OldTown Scottsdale South






6,139,320



6,558,703



30,076,261



6,139,320



36,634,964



42,774,284



(1,296,675
)


2001



2006



3-40 YearsColonial Grand at Patterson Place






2,016,000



19,060,725



760,249



2,016,000



19,820,974



21,836,974



(2,472,995
)


1997



2004



3-40 YearsColonial Grand at Pleasant Hill






6,024,000



38,454,690



702,032



6,024,000



39,156,722



45,180,722



(2,039,716
)


1996



2006



3-40 YearsColonial Grand at Quarterdeck






9,123,452



12,297,699



897,101



9,123,452



13,194,800



22,318,252



(1,555,356
)


1987



2005



3-40 YearsColonial Grand at River Oaks






2,160,000



17,424,336



1,507,593



2,160,000



18,931,929



21,091,929



(2,636,945
)


1992



2004



3-40 YearsColonial Grand at River Plantation






2,320,000



19,669,298



1,129,953



2,320,000



20,799,251



23,119,251



(2,893,553
)


1994



2004



3-40 YearsColonial Grand at Round Rock






2,647,588







32,568,075



2,647,588



32,568,075



35,215,663



(2,269,169
)


1997



2004



3-40 YearsColonial Grand at Scottsdale






3,780,000



25,444,988



378,347



3,780,000



25,823,335



29,603,335



(1,453,694
)


1999



2006



3-40 YearsColonial Grand at Seven Oaks






3,439,125



19,943,544



1,235,442



3,439,125



21,178,986



24,618,111



(3,339,790
)


2004



2004



3-40 YearsColonial Grand at Shelby Farms I(3)






2,960,000



21,897,855



438,375



1,947,000



23,349,230



25,296,230



(1,898,248
)


1998



2005



3-40 YearsColonial Grand at Shiloh






5,976,000



43,556,770



712,157



5,976,000



44,268,927



50,244,927



(2,317,250
)


2002



2006



3-40 YearsColonial Grand at Silverado






2,375,425



17,744,643



658,153



2,375,425



18,402,796



20,778,221



(2,235,580
)


2005



2003



3-40 YearsColonial Grand at Silverado Reserve






2,392,000







22,101,569



2,692,104



21,801,464



24,493,569



(1,557,577
)


2005



2003



3-40 YearsColonial Grand at Sugarloaf






2,500,000



21,811,418



1,122,890



2,500,000



22,934,308



25,434,308



(3,078,608
)


2002



2004



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






2,647,374







36,266,482



3,110,118



35,803,737



38,913,856



(10,105,423
)


2005



2004



3-40 YearsColonial Grand at Town Park Reserve






867,929







9,027,524



957,784



8,937,669



9,895,453



(1,154,460
)


2004



2004



3-40 YearsColonial Grand at Trinity Commons


16,725,000



5,333,807



35,815,269



833,009



5,333,807



36,648,278



41,982,085



(3,164,444
)


2000/02



2005



3-40 YearsColonial Grand at University Center






1,872,000



12,166,656



410,316



1,872,000



12,576,972



14,448,972



(578,845
)


2005



2006



3-40 YearsColonial Grand at Valley Ranch






2,805,241



38,037,251



1,445,474



2,805,241



39,482,724



42,287,965



(3,476,217
)


1997



2005



3-40 YearsColonial Grand at Wilmington(3)


12,275,983



3,344,408



30,554,367



1,144,530



3,344,408



31,698,897



35,043,305



(2,710,441
)


1998/2002



2005



3-40 YearsColonial Village at Ashford Place






537,600



5,839,838



1,092,632



537,600



6,932,470



7,470,070



(2,317,563
)


1983



1996



3-40 YearsColonial Village at Bear Creek(3)






1,028,887



4,357,339



381,210



1,028,887



4,738,549



5,767,436



(674,091
)


1984



2005



3-40 YearsColonial Village at Bedford(3)






2,403,988



8,732,353



642,278



2,403,988



9,374,632



11,778,620



(1,079,903
)


1983



2005



3-40 Years 2




---



##### Table of Contents



Initial Cost





Gross Amount at Whichto Company


Cost


Carried at Close of PeriodBuildings


Capitalized





Buildingsand


Subsequent to





and





Accumulated


Date


Date Acquired/


DepreciableDescription

Encumbrances(1)


Land


Improvements


Acquisition


Land


Improvements


Total(2)


Depreciation


Completed


Placed in Service


LivesYearsColonial Village at Canyon Hills






2,345,191



11,274,917



692,756



2,345,191



11,967,673



14,312,864



(1,271,168
)


1996



2005



3-40 YearsColonial Village at Chancellor Park






4,080,000



23,213,840



893,876



4,080,000



24,107,716



28,187,716



(1,350,733
)


1999



2006



3-40 YearsColonial Village at Charleston Place(3)






1,124,924



7,367,718



660,214



1,124,924



8,027,932



9,152,856



(1,201,583
)


1986



2005



3-40 YearsColonial Village at Chase Gayton






3,270,754



26,910,024



1,200,000



3,270,754



28,110,024



31,380,778



(4,069,510
)


1984



2005



3-40 YearsColonial Village at Deerfield






2,032,054



14,584,057



716,822



2,032,054



15,300,880



17,332,934



(1,635,277
)


1985



2005



3-40 YearsColonial Village at Grapevine






6,221,164



24,463,050



1,387,512



6,221,164



25,850,561



32,071,726



(2,699,108
)


1985/86



2005



3-40 YearsColonial Village at Greenbrier






2,620,216



25,498,161



770,920



2,620,216



26,269,081



28,889,297



(2,262,456
)


1980



2005



3-40 YearsColonial Village at Greentree






1,920,436



10,288,950



743,781



1,878,186



11,074,981



12,953,168



(1,145,722
)


1984



2005



3-40 YearsColonial Village at Greystone(3)






3,155,483



28,875,949



397,304



3,155,483



29,273,253



32,428,736



(2,445,197
)


1998/2000



2005



3-40 YearsColonial Village at Hampton Glen






3,428,098



17,966,469



1,360,268



3,428,098



19,326,737



22,754,835



(2,506,284
)


1986



2005



3-40 YearsColonial Village at Hampton Pointe






8,875,840



15,359,217



789,343



8,875,840



16,148,559



25,024,399



(2,018,204
)


1986



2005



3-40 YearsColonial Village at Harbour Club






3,209,585



20,094,356



903,664



3,209,585



20,998,020



24,207,605



(2,437,387
)


1988



2005



3-40 YearsColonial Village at Highland Hills






1,981,613



17,112,176



165,375



1,981,613



17,277,551



19,259,164



(2,507,313
)


1987



2005



3-40 YearsColonial Village at Huntington






1,315,930



7,605,360



862,515



1,315,930



8,467,875



9,783,805



(861,915
)


1986



2005



3-40 YearsColonial Village at Huntleigh Woods






745,600



4,908,990



1,592,491



730,688



6,516,393



7,247,081



(2,598,622
)


1978



1994



3-40 YearsColonial Village at Inverness






2,349,487



16,279,416



13,216,355



2,936,991



28,908,268



31,845,258



(12,846,054
)


1986/87/90/97



1986/87/90/97



3-40 YearsColonial Village at Main Park






1,208,434



10,235,978



613,897



1,208,434



10,849,875



12,058,310



(1,271,104
)


1984



2005



3-40 YearsColonial Village at Marsh Cove






2,023,460



11,095,073



1,035,352



2,023,460



12,130,425



14,153,885



(1,572,246
)


1983



2005



3-40 YearsColonial Village at Meadow Creek






1,548,280



11,293,190



1,025,461



1,548,280



12,318,651



13,866,931



(1,624,939
)


1984



2005



3-40 YearsColonial Village at Mill Creek(3)






2,153,567



9,331,910



491,007



2,153,567



9,822,917



11,976,484



(1,776,338
)


1984



2005



3-40 YearsColonial Village at North Arlington






2,439,102



10,804,027



707,209



2,439,102



11,511,236



13,950,338



(1,419,633
)


1985



2005



3-40 YearsColonial Village at Oakbend






5,100,000



26,260,164



711,143



5,100,000



26,971,307



32,071,307



(1,339,064
)


1997



2006



3-40 YearsColonial Village at Pear Ridge(3)






3,329,377



11,311,073



361,012



3,329,377



11,672,085



15,001,461



(1,167,830
)


1988



2005



3-40 YearsColonial Village at Pinnacle Ridge






1,212,917



8,499,638



444,970



1,212,917



8,944,608



10,157,525



(1,189,072
)


1951/85



2005



3-40 YearsColonial Village at Quarry Oaks






5,063,500



27,767,505



1,526,219



5,063,500



29,293,724



34,357,224



(3,356,661
)


1996



2003



3-40 YearsColonial Village at Shoal Creek






4,080,000



29,214,707



1,051,935



4,080,000



30,266,642



34,346,642



(1,881,154
)


1996



2006



3-40 YearsColonial Village at Sierra Vista






2,320,000



11,370,600



963,447



2,308,949



12,345,098



14,654,047



(1,706,981
)


1999



2004



3-40 Years 3




---



##### Table of Contents



Initial Cost





Gross Amount at Whichto Company


Cost


Carried at Close of PeriodBuildings


Capitalized





Buildingsand


Subsequent to





and





Accumulated


Date


Date Acquired/


DepreciableDescription

Encumbrances(1)


Land


Improvements


Acquisition


Land


Improvements


Total(2)


Depreciation


Completed


Placed in Service


LivesYearsColonial Village at South Tryon






1,510,535



14,696,088



507,336



1,510,535



15,203,425



16,713,960



(1,289,812
)


2002



2005



3-40 YearsColonial Village at Stone Point(3)






1,417,658



9,291,464



538,876



1,417,658



9,830,340



11,247,998



(1,367,086
)


1986



2005



3-40 YearsColonial Village at Timber Crest(3)


14,325,000



2,284,812



19,010,168



713,581



2,284,812



19,723,749



22,008,561



(1,665,678
)


2000



2005



3-40 YearsColonial Village at Tradewinds






5,220,717



22,479,977



819,800



5,220,717



23,299,777



28,520,494



(2,295,706
)


1988



2005



3-40 YearsColonial Village at Trussville






1,504,000



18,800,253



2,338,818



1,510,409



21,132,662



22,643,071



(7,879,104
)


1996/97



1997



3-40 YearsColonial Village at Twin Lakes






4,966,922



29,925,363



338,605



5,624,063



29,606,827



35,230,890



(3,812,377
)


2005



2001



3-40 YearsColonial Village at Vista Ridge






2,003,172



11,186,878



693,197



2,003,172



11,880,075



13,883,247



(1,406,961
)


1985



2005



3-40 YearsColonial Village at Waterford






3,321,325



26,345,195



1,018,163



3,321,325



27,363,359



30,684,684



(3,094,726
)


1989



2005



3-40 YearsColonial Village at Waters Edge






888,386



13,215,381



775,088



888,386



13,990,469



14,878,855



(2,241,474
)


1985



2005



3-40 YearsColonial Village at West End






2,436,588



14,800,444



1,271,793



2,436,588



16,072,237



18,508,825



(1,946,556
)


1987



2005



3-40 YearsColonial Village at Westchase






10,418,496



10,348,047



1,003,606



10,418,496



11,351,653



21,770,149



(2,058,061
)


1985



2005



3-40 YearsColonial Village at Willow Creek






4,780,000



34,143,179



775,795



4,780,000



34,918,974



39,698,974



(2,239,695
)


1996



2006



3-40 YearsColonial Village at Windsor Place






1,274,885



15,017,745



1,042,408



1,274,885



16,060,153



17,335,038



(2,035,235
)


1985



2005



3-40 YearsCottonwood Crossing(3)






922,398



6,127,804



427,979



922,398



6,555,783



7,478,182



(924,713
)


1985



2005



3-40 YearsGlen Eagles I & II






2,028,204



17,424,915



511,360



2,028,204



17,936,275



19,964,480



(1,986,020
)


1990/2000



2005



3-40 YearsHeatherwood






3,550,362



23,731,531



2,832,004



3,550,362



26,563,536



30,113,898



(3,008,209
)


1980



2005



3-40 YearsMurano at Delray Beach(4)






2,730,000



20,209,175







2,730,000



20,209,175



22,939,175



(564,970
)


2002



2005



3-40 YearsPaces Cove(3)






1,509,933



11,127,122



387,078



1,509,933



11,514,199



13,024,132



(1,601,210
)


1982



2005



3-40 YearsParkside at Woodlake






2,781,279



17,694,376



519,943



2,781,279



18,214,319



20,995,598



(1,799,741
)


1996



2005



3-40 YearsPortofino at Jensen Beach(4)






3,540,000



16,690,792







3,540,000



16,690,792



20,230,792



(463,306
)


2002



2005



3-40 YearsRemington Hills






2,520,011



22,451,151



811,964



2,520,011



23,263,114



25,783,126



(2,485,813
)


1984



2005



3-40 YearsSummer Tree






2,319,541



5,975,472



472,402



2,319,541



6,447,874



8,767,414



(1,092,093
)


1980



2005



3-40 YearsTrolley Square East & West






4,743,279



14,416,319



3,782,130



4,743,279



18,198,449



22,941,727



(2,101,909
)


1964/65



2005



3-40 YearsOffice:250 Commerce Street(3)






25,000



200,200



2,799,129



25,000



2,999,329



3,024,329



(2,740,715
)


1904/81



1980



3-40 YearsColonial Center Brookwood Village






1,285,379







38,827,460







40,112,839



40,112,839



(284,020
)


2007



2007



3-40 YearsRetail:Colonial Brookwood Village






6,851,321



24,435,002



70,471,449



8,171,373



93,586,399



101,757,772



(31,639,553
)


1973/91/00



1997



3-40 YearsColonial Promenade Fultondale






1,424,390



15,303,065



2,657,226



1,424,390



17,960,291



19,384,680







2007



2007



3-40 YearsColonial Promenade Winter Haven






2,880,025



3,928,903



6,496,737



4,045,045



9,260,620



13,305,665



(2,458,491
)


1986



1995



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






1,437,374







9,279,163



1,437,374



9,279,163



10,716,537







2007



2005



N/ACypress Village(5)






27,878,809







12,361,548



27,878,809



12,361,548



40,240,357







N/A



2006



N/A 4




---



##### Table of Contents



Initial Cost





Gross Amount at Whichto Company


Cost


Carried at Close of PeriodBuildings


Capitalized





Buildingsand


Subsequent to





and





Accumulated


Date


Date Acquired/


DepreciableDescription

Encumbrances(1)


Land


Improvements


Acquisition


Land


Improvements


Total(2)


Depreciation


Completed


Placed in Service


LivesYearsGrander(5)






4,000,000







3,915,613



4,000,000



3,915,613



7,915,613







N/A



2006



N/ASouthgate at Fairview(3)






1,993,941







9,482,581



1,993,941



9,482,581



11,476,522







2007



2005



N/ASpanish Oaks(5)






4,950,000







9,132,873



4,950,000



9,132,873



14,082,873







N/A



2006



N/AActive Development Projects:Colonial Center TownPark 400






3,301,914







13,298,957



3,301,914



13,298,957



16,600,871







N/A



1999



N/AColonial Grand at Ashton Oaks






3,659,400







2,058,600



3,659,400



2,058,600



5,718,000







N/A



2007



N/AColonial Grand at Ayrsley






4,261,351







22,298,649



4,261,351



22,298,649



26,560,000







N/A



2006



N/AColonial Grand at Azure






6,016,000







839,000



6,016,000



839,000



6,855,000







N/A



2007



N/AColonial Grand at Cityway (formerly Ridell Ranch)






3,656,250







833,750



3,656,250



833,750



4,490,000







N/A



2006



N/AColonial Grand at Desert Vista






12,000,000







3,621,000



12,000,000



3,621,000



15,621,000







N/A



2007



N/AColonial Grand at Hampton Preserve






10,500,000







1,160,000



10,500,000



1,160,000



11,660,000







N/A



2007



N/AColonial Grand at Huntersville






3,593,366







18,494,634



3,593,366



18,494,634



22,088,000







N/A



2006



N/AColonial Grand at Onion Creek (formerly Double Creek)






3,505,449







10,626,551



3,505,449



10,626,551



14,132,000







N/A



2005



N/AColonial Grand at Randal Park






7,200,000







3,468,000



7,200,000



3,468,000



10,668,000







N/A



2006



N/AColonial Grand at Shelby Farms II(3)






10,113,000







2,188,000



10,113,000



2,188,000



12,301,000







N/A



2006



N/AColonial Grand at South End






9,382,091







765,910



9,382,091



765,910



10,148,000







N/A



2007



N/AColonial Grand at Sweetwater






5,238,000







1,095,000



5,238,000



1,095,000



6,333,000







N/A



2006



N/AColonial Grand at Thunderbird






6,500,500







1,165,500



6,500,500



1,165,500



7,666,000







N/A



2007



N/AColonial Grand at Wakefield






3,573,196







828,804



3,573,196



828,804



4,402,000







N/A



2007



N/AColonial Pinnacle Tannehill






19,097,386







2,555,821



19,097,386



2,555,821



21,653,207







N/A



2006



N/AColonial Pinnacle Tutwiler Farm






4,682,430







1,292,006



4,682,430



1,292,006



5,974,436







N/A



2005



N/AColonial Promenade Craft Farms II






1,207,040







251,615



1,207,040



251,615



1,458,655







N/A



2007



N/AColonial Promenade Huntsville






8,047,720







507,972



8,047,720



507,972



8,555,692







N/A



2007



N/AColonial Village at Godley Lake






1,053,307







9,181,693



1,053,307



9,181,693



10,235,000







N/A



2007



N/AColonial Village at Matthews Commons






2,026,288







877,712



2,026,288



877,712



2,904,000







N/A



2007



N/ACraft Farms Mixed Use






4,400,000







2,932,002



4,400,000



2,932,002



7,332,002







N/A



2004



N/AEnclave (formerly The Renwick)(5)






4,074,823







17,784,872



4,074,823



17,784,872



21,859,695







N/A



2005



N/AMetropolitan Midtown






4,500,000







62,976,358



4,522,908



62,953,450



67,476,358







N/A



2006



N/AWoodlands  Craft Farms Residential






15,300,000







13,006,265



15,300,000



13,006,265



28,306,265







N/A



2004



N/AOther Miscellaneous Projects














10,861,507







10,861,507



10,861,507







N/A



N/A



N/ACondominium Conversion Properties: 5




---



##### Table of Contents



Initial Cost





Gross Amount at Whichto Company


Cost


Carried at Close of PeriodBuildings


Capitalized





Buildingsand


Subsequent to





and





Accumulated


Date


Date Acquired/


DepreciableDescription

Encumbrances(1)


Land


Improvements


Acquisition


Land


Improvements


Total(2)


Depreciation


Completed


Placed in Service


LivesYearsAzur at Metrowest(3)






3,421,000



22,592,957



(24,223,190
)


220,000



1,570,767



1,790,767







1997



2003



3-40 YearsCapri at Hunters Creek(3)






8,781,859



10,914,351



(18,558,556
)


85,005



1,052,649



1,137,654







1999



1998



3-40 YearsUnimproved Land:Breland Land






9,842,761







25,502



9,842,761



25,502



9,868,263







N/A



2005



N/ACanal Place and Infrastructure






10,951,968







5,058,136



10,951,968



5,058,136



16,010,104







N/A



2005



N/AColonial Center Town Park 500






2,903,795







1,201,230



2,903,795



1,201,230



4,105,025







N/A



1999



N/AColonial Promenade Burnt Store






615,380











615,380







615,380







N/A



1994



N/AHeathrow Land and Infrastructure






12,250,568







1,964,345



12,560,568



1,654,345



14,214,913







N/A



2002



N/ALakewood Ranch






479,900







788,249



479,900



788,249



1,268,149







N/A



1999



N/ARandal Park






33,686,904







11,693,502



33,686,904



11,693,502



45,380,406







N/A



2006



N/ATown Park Land and Infrastructure






6,600,000







2,456,799



6,600,000



2,456,799



9,056,799







N/A



1999



N/ACorporate Assets:














18,353,168







18,383,168



18,353,168



(9,567,076
)


N/A



N/A



3-7 Years$
61,808,359


$
615,349,307


$
1,850,989,511


$
787,414,499


$
611,433,179


$
2,642,350,138


$
3,253,753,317


$
(327,754,602
)  6




---



##### Table of Contents





NOTES TO
    SCHEDULE III
    COLONIAL PROPERTIES TRUST
    December 31, 2007
  (1)
    See description of mortgage notes payable in Note 11 of
    Notes to Consolidated Financial Statements.(2)
    The aggregate cost for Federal Income Tax purposes was
    approximately $1.8 billion at December 31, 2007.(3)
    Amounts include real estate assets classified as held for sale
    at December 31, 2007.(4)
    During 2007, the Company is leasing the remaining units at these
    previously classified condominium conversions.(5)
    These projects are net of an impairment charge of approximately
    $43 millon which was recorded during 2007.(6)
    The following is a reconciliation of real estate to balances
    reported at the beginning of the year:  Reconciliation
    of Real Estate
  2007


2006


2005Real estate investments:Balance at beginning of year

$
4,492,418,562


$
4,554,093,225


$
3,091,323,963Acquisitions of new property


147,800,000



349,888,353



2,150,264,089Improvements and development


342,861,295
(a)


470,553,525



254,999,732Dispositions of property


(1,729,326,540
)


(882,116,541
)


(942,494,559
)Balance at end of year

$
3,253,753,317


$
4,492,418,562


$
4,554,093,225   Reconciliation
    of Accumulated Depreciation
  2007


2006


2005Accumulated depreciation:Balance at beginning of year

$
495,268,312


$
463,109,242


$
505,988,402Depreciation


114,044,627



148,887,070



135,929,433Depreciation of disposition of property


(281,558,337
)


(116,728,000
)


(178,808,593
)Balance at end of year

$
327,754,602


$
495,268,312


$
463,109,242     (a)
    
    This amount is net of an impairment charge of approximately
    $43 million which was recorded during 2007. 7




---



##### Table of Contents



Colonial
    Properties Trust
  Index to
    Exhibits
  12
.1

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

List of Subsidiaries23
.1

Consent of PricewaterhouseCoopers LLP23
.2

Consent of Weiser LLP23
.3

Consent of PricewaterhouseCoopers LLP31
.1

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

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

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

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