##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended: September 30, 2005
  o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 -20707
 COLONIAL REALTY LIMITED PARTNERSHIP
 (Exact name of registrant as specified in its charter)
 Delaware(State or other jurisdiction
of incorporation)
    
    63-1098468(IRS Employer
Identification Number)
 2101 Sixth Avenue North, Suite 750, Birmingham, Alabama 35203  (Address of principal executive offices) (Zip Code)
 (205) 250-8700
 Not applicable  (Former name or former address, if changed since last report)
  Ö
  Ö
  Ö




---



COLONIAL REALTY LIMITED PARTNERSHIP
INDEX TO FORM 10-Q
  
 PagePART I: FINANCIAL INFORMATIONItem 1. Consolidated Condensed Financial Statements (Unaudited)Consolidated Condensed Balance Sheets as of September 30, 2005 and December 31, 2004
    
    
    3Consolidated Condensed Statements of Income and Comprehensive Income for the Three and Nine Months Ended September 30, 2005 and 2004
    
    
    4Consolidated Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2005 and 2004
    
    
    5Notes to Consolidated Condensed Financial Statements
    
    
    6Report of Independent Registered Public Accounting Firm *
    
    
    22Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    23Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    33Item 4. Controls and Procedures
    
    
    33PART II: OTHER INFORMATIONItem 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    33Item 6. Exhibits
    
    
    33SIGNATURES
    
    
    34EXHIBIT INDEX
    
    
    35EX-12.1 RATIO OF EARNINGS TO FIXED CHARGESEX-15.1 LETTER RE:  UNAUDITED INTERIM FINANCIAL INFORMATIONEX-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
  Review by Independent Registered Public Accounting Firm*
  2




---



##### Table of Contents



COLONIAL REALTY LIMITED PARTNERSHIP
 
 CONSOLIDATED CONDENSED BALANCE SHEETS
 (in thousands, except unit data)
 
 (Unaudited)September 30, 2005
    
    

December
31, 2004ASSETSLand, buildings, & equipment
    
    $
    4,113,102
    
    
    $
    2,696,302Undeveloped land and construction in progress
    
    
    181,784
    
    
    
    158,954Less: Accumulated depreciation
    
    
    (489,409
    )
    
    
    (437,635
    )Real estate assets held for sale, net
    
    
    484,822
    
    
    
    167,712Net real estate assets
    
    
    4,290,299
    
    
    
    2,585,333Cash and equivalents
    
    
    69,250
    
    
    
    10,725Restricted cash
    
    
    7,103
    
    
    
    2,333Accounts receivable, net
    
    
    23,995
    
    
    
    20,642Prepaid expenses
    
    
    18,319
    
    
    
    906Notes receivable
    
    
    31,628
    
    
    
    11,238Deferred debt and lease costs
    
    
    50,880
    
    
    
    36,750Investment in partially owned entities
    
    
    142,653
    
    
    
    65,472Other assets
    
    
    125,353
    
    
    
    67,925$
    4,759,480
    
    
    $
    2,801,324LIABILITIES AND PARTNERS EQUITY
Notes and mortgages payable
    
    $
    2,318,667
    
    
    $
    1,615,817Unsecured credit facility
    
    
    337,413
    
    
    
    239,970Mortgages payable related to real estate assets held for sale
    
    
    168,966
    
    
    
    Total long-term liabilities
    
    
    2,825,046
    
    
    
    1,855,787Accounts payable
    
    
    57,902
    
    
    
    29,164Accrued interest
    
    
    23,846
    
    
    
    17,722Accrued expenses
    
    
    47,236
    
    
    
    10,622Tenant deposits
    
    
    7,712
    
    
    
    4,455Unearned rent
    
    
    3,232
    
    
    
    9,334Other liabilities
    
    
    4,462
    
    
    
    1,737Total liabilities
    
    
    2,969,436
    
    
    
    1,928,821Redeemable units, at redemption value - 10,872,568 units outstanding
at September 30, 2005 and 10,372,650 at December 31, 2004
    
    
    483,612
    
    
    
    407,334Limited partners minority interest in consolidated partnerships
    
    
    7,378
    
    
    
    1,389General partner Common equity  44,697,714 and 27,599,409 units outstanding at
September 30, 2005 and December 31, 2004, respectively
    
    
    904,003
    
    
    
    199,637Preferred equity ($308,149 liquidation preference)
    
    
    301,450
    
    
    
    168,703Limited partners preferred equity ($100,000 liquidation preference)
    
    
    97,406
    
    
    
    97,406Accumulated other comprehensive income (loss)
    
    
    (3,805
    )
    
    
    (1,966
    )Total general partners equity
    
    
    1,299,054
    
    
    
    463,780$
    4,759,480
    
    
    $
    2,801,324
  3




---



##### Table of Contents



COLONIAL REALTY LIMITED PARTNERSHIP
 
 CONSOLIDATED CONDENSED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
 (Unaudited)
 (in thousands, except per unit data)
 
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Revenue:Minimum rent
    
    $
    114,814
    
    
    $
    66,045
    
    
    $
    296,308
    
    
    $
    184,293Percentage rent
    
    
    510
    
    
    
    534
    
    
    
    1,540
    
    
    
    1,376Tenant recoveries
    
    
    9,692
    
    
    
    7,784
    
    
    
    27,254
    
    
    
    21,598Other property related revenue
    
    
    8,400
    
    
    
    4,811
    
    
    
    20,407
    
    
    
    12,475Other non-property related revenue
    
    
    3,331
    
    
    
    1,674
    
    
    
    10,483
    
    
    
    3,882Total revenue
    
    
    136,747
    
    
    
    80,848
    
    
    
    355,992
    
    
    
    223,624Operating Expenses:Property operating expenses:General operating expenses
    
    
    11,982
    
    
    
    6,318
    
    
    
    28,703
    
    
    
    16,909Salaries and benefits
    
    
    9,053
    
    
    
    4,007
    
    
    
    21,651
    
    
    
    10,875Repairs and maintenance
    
    
    11,986
    
    
    
    7,443
    
    
    
    31,344
    
    
    
    20,774Taxes, licenses, and insurance
    
    
    14,607
    
    
    
    7,948
    
    
    
    38,057
    
    
    
    21,373General and administrative
    
    
    11,179
    
    
    
    6,992
    
    
    
    30,543
    
    
    
    18,209Depreciation
    
    
    36,726
    
    
    
    20,798
    
    
    
    94,557
    
    
    
    56,496Amortization
    
    
    22,894
    
    
    
    3,321
    
    
    
    51,391
    
    
    
    8,105Total operating expenses
    
    
    118,427
    
    
    
    56,827
    
    
    
    296,246
    
    
    
    152,741Income from operations
    
    
    18,320
    
    
    
    24,021
    
    
    
    59,746
    
    
    
    70,883Other income (expense):Interest expense
    
    
    (32,808
    )
    
    
    (20,023
    )
    
    
    (89,231
    )
    
    
    (51,995
    )Interest income
    
    
    1,694
    
    
    
    311
    
    
    
    2,688
    
    
    
    820Income from partially owned entities
    
    
    221
    
    
    
    272
    
    
    
    1,100
    
    
    
    700Gains on hedging activities
    
    
    75
    
    
    
    62
    
    
    
    497
    
    
    
    142Gains from sales of property
    
    
    8,177
    
    
    
    902
    
    
    
    10,795
    
    
    
    3,020Minority interest of limited partners
    
    
    (2,993
    )
    
    
    (25
    )
    
    
    (3,469
    )
    
    
    (36
    )Other
    
    
    (777
    )
    
    
    (168
    )
    
    
    (1,613
    )
    
    
    (276
    )Total other income (expense)
    
    
    (26,411
    )
    
    
    (18,669
    )
    
    
    (79,233
    )
    
    
    (47,625
    )Income (loss) from continuing operations
    
    
    (8,091
    )
    
    
    5,352
    
    
    
    (19,487
    )
    
    
    23,258Income from discontinued operations
    
    
    3,007
    
    
    
    5,437
    
    
    
    15,735
    
    
    
    16,546Gain on disposal of discontinued operations
    
    
    66,262
    
    
    
    1,563
    
    
    
    184,337
    
    
    
    11,301Income from discontinued operations
    
    
    69,269
    
    
    
    7,000
    
    
    
    200,072
    
    
    
    27,847Net income
    
    
    61,178
    
    
    
    12,352
    
    
    
    180,585
    
    
    
    51,105Distributions to general partner preferred unitholders
    
    
    (6,232
    )
    
    
    (3,695
    )
    
    
    (16,159
    )
    
    
    (11,086
    )Distributions to limited partner preferred unitholders
    
    
    (1,813
    )
    
    
    (1,813
    )
    
    
    (5,438
    )
    
    
    (5,680
    )Net income available to common unitholders
    
    $
    53,133
    
    
    $
    6,844
    
    
    $
    158,988
    
    
    $
    34,339Net income available to common unitholders allocated to limited partners
    
    
    (11,201
    )
    
    
    (1,884
    )
    
    
    (36,933
    )
    
    
    (9,548
    )Net income available to common unitholders allocated to general partner
    
    $
    41,932
    
    
    $
    4,960
    
    
    $
    122,055
    
    
    $
    24,791Net income per common unit  Basic:Income (loss) from continuing operations
    
    $
    (0.32
    )
    
    $
    (0.00
    )
    
    $
    (0.88
    )
    
    $
    0.17Income from discontinued operations
    
    
    1.36
    
    
    
    0.18
    
    
    
    4.29
    
    
    
    0.75Net income per common unit  Basic
    
    $
    1.04
    
    
    $
    0.18
    
    
    $
    3.41
    
    
    $
    0.92Net income per common unit  Diluted:Income (loss) from continuing operations
    
    $
    (0.32
    )
    
    $
    (0.00
    )
    
    $
    (0.88
    )
    
    $
    0.17Income from discontinued operations
    
    
    1.36
    
    
    
    0.18
    
    
    
    4.29
    
    
    
    0.74Net income per common unit  Diluted
    
    $
    1.04
    
    
    $
    0.18
    
    
    $
    3.41
    
    
    $
    0.91Average units outstanding:Basic
    
    
    51,161
    
    
    
    37,597
    
    
    
    46,532
    
    
    
    37,359Diluted
    
    
    51,161
    
    
    
    37,960
    
    
    
    46,532
    
    
    
    37,704CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOMENet income
    
    $
    61,178
    
    
    $
    12,352
    
    
    $
    180,585
    
    
    $
    51,105Other comprehensive incomeUnrealized income (loss) on cash flow hedging activities
    
    
    12,311
    
    
    
    (3,104
    )
    
    
    (1,839
    )
    
    
    (5,081
    )Comprehensive income
    
    $
    73,489
    
    
    $
    9,248
    
    
    $
    178,746
    
    
    $
    46,024
  4




---



##### Table of Contents



COLONIAL REALTY LIMITED PARTNERSHIP
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (amounts in thousands)
 Nine Months EndedSeptember 30,2005
    
    
    2004Cash flows from operating activities:Net income
    
    $
    180,585
    
    
    $
    51,105Adjustments to reconcile net income to net cash
provided by operating activities:Depreciation and amortization
    
    
    148,477
    
    
    
    75,802Income from partially owned entities
    
    
    (290
    )
    
    
    (1,139
    )Gains from sales of property
    
    
    (195,247
    )
    
    
    (14,468
    )Distributions of income from partially owned entities
    
    
    3,075
    
    
    
    Other
    
    
    
    
    
    
    36Decrease (increase) in:Restricted cash
    
    
    (4,770
    )
    
    
    (382
    )Accounts receivable
    
    
    (937
    )
    
    
    (5,026
    )Prepaid expenses
    
    
    (3,634
    )
    
    
    6,157Other assets
    
    
    (95)
    
    
    
    (12,935
    )Increase (decrease) in:Accounts payable
    
    
    15,710
    
    
    
    11,260Accrued interest
    
    
    2,832
    
    
    
    5,280Accrued expenses and other
    
    
    9,702
    
    
    
    8,461Net cash provided by operating activities
    
    
    155,408
    
    
    
    124,151Cash flows from investing activities:Acquisition of properties
    
    
    (544,297
    )
    
    
    (232,857
    )Direct costs of Cornerstone merger
    
    
    (35,405
    )
    
    
    Development expenditures
    
    
    (144,952
    )
    
    
    (85,680
    )Tenant improvements
    
    
    (20,014
    )
    
    
    (16,275
    )Capital expenditures
    
    
    (13,451
    )
    
    
    (11,973
    )Proceeds from (issuance of) notes receivable
    
    
    (26,562
    )
    
    
    1,859Proceeds from sales of property, net of selling costs
    
    
    574,187
    
    
    
    39,245Distributions from partially owned entities
    
    
    2,707
    
    
    
    4,551Capital contributions to partially owned entities
    
    
    (66,508
    )
    
    
    (28,204
    )Net cash used in investing activities
    
    
    (274,295
    )
    
    
    (329,334
    )Cash flows from financing activities:Principal reductions of debt
    
    
    (651,321
    )
    
    
    (147,080
    )Proceeds from additional borrowings
    
    
    625,260
    
    
    
    397,794Net change in revolving credit balances
    
    
    97,443
    
    
    
    22,086Cash contributions
    
    
    41,821
    
    
    
    30,195Distributions to common and preferred unitholders
    
    
    (115,593
    )
    
    
    (91,934
    )Net proceeds from equity offering
    
    
    187,463
    
    
    
    Other, net
    
    
    (7,661
    )
    
    
    (6,498
    )Net cash used in financing activities
    
    
    177,412
    
    
    
    204,563Increase (decrease) in cash and equivalents
    
    
    58,525
    
    
    
    (620
    )Cash and equivalents, beginning of period
    
    
    10,725
    
    
    
    8,070Cash and equivalents, end of period
    
    $
    69,250
    
    
    $
    7,450Non-cash transactions:Real estate assets acquired
    
    
    1,461,310Assumption of notes and mortgages
    
    
    836,985Operating assets acquired
    
    
    20,758Operating liabilities acquired
    
    
    28,742Fair value of adjustments on notes and mortgages
    
    
    60,522Investments in partially owned entities acquired
    
    
    13,734Intangible 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
    
    
    1,839
    
    
    
    1,977
  5




---



##### Table of Contents



COLONIAL REALTY LIMITED PARTNERSHIP
 
 NOTES TO CONSOLIDATED
 CONDENSED FINANCIAL STATEMENTS
 September 30, 2005
  The consolidated condensed financial statements of
Colonial Realty Limited Partnership
have been prepared pursuant to the Securities and Exchange Commission (SEC) rules and
regulations. The following notes, which represent interim disclosures as required by the SEC,
highlight significant changes to the notes to the December 31, 2004 audited consolidated financial
statements of Colonial Realty Limited Partnership and should be read together with the consolidated
financial statements and notes thereto included in the Colonial Realty Limited Partnership 2004
Annual Report on Form 10-K.
 Note 1 Organization and Business
  Merger with Cornerstone Realty Income Trust
   
    
    a number of the Trusts common shares equal to the common share conversion rate, which
was calculated as 0.2581; or
    
    a number of the Trusts 7.62% 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;
  6




---



##### Table of Contents



(in thousands)Issuance of 11,277,358 Trust common shares to
Cornerstone shareholders, net of issuance costs
    
    $
    462,347Issuance of 5,326,349 Trust Series E preferred depository
shares to Cornerstone shareholders, net of
issuance costs
    
    
    132,747Issuance of 578,358 CRLP common units
    
    
    23,788Fees and other expenses related to the merger
    
    
    35,405Total purchase price
    
    $
    654,287Assumption of Cornerstones notes and mortgages payable
at book value
    
    
    836,985Adjustment to record Cornerstones notes and mortgages at
fair value
    
    
    60,522
    (1)Assumption of Cornerstones accounts payable and other
liabilities at fair value
    
    
    28,742Total purchase price and assumed liabilities
    
    $
    1,580,536
 
 (1)
    
    The fair value adjustment of $60.5 million to account for the difference between the fixed rates and
market rates for the Cornerstone borrowings includes an estimate of $35.6 million for prepayment
penalties on debt to be retired.   7




---



##### Table of Contents



(in thousands)Buildings
    
    $
    1,245,942Furniture and fixtures
    
    
    14,613Fair value of depreciable real estate assets
    
    
    1,260,555Land
    
    
    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 )
    
    
    20,758Investments in partially owned entities
    
    
    13,734Total purchase price
    
    $
    1,580,536
   In thousands, except per unit data
    
    Actual (Unaudited)
    
    

*****
Pro Forma (Unaudited) *****Three Months
    
    
    Three Months
    
    
    Nine Months
    
    
    Nine MonthsEnded September 30,
    
    
    Ended September 30,
    
    
    Ended September 30,
    
    
    Ended September 30,2005
    
    
    2004
    
    
    2005(1)
    
    
    2004Total revenue
    
    $
    136,747
    
    
    $
    112,609
    
    
    $
    388,773
    
    
    $
    319,402Net income
available to common
unitholders
    
    
    53,133
    
    
    
    7,076
    
    
    
    153,984
    
    
    
    30,061Net income per unit
 diluted
    
    $
    1.04
    
    
    $
    0.13
    
    
    $
    2.99
    
    
    $
    0.55
 
 (1)
    
    One time merger costs of $9.1 million expensed by Cornerstone, have been excluded from the
pro forma net income to common unitholders for the nine months ended September 30, 2005. Note 2 Summary of Significant Accounting Policies
 Basis of Presentation
   8




---



##### Table of Contents



Consolidation of Variable Interest Entities,
 Use of Estimates
  Unaudited Interim Statements
  Recent Pronouncements
 Share Based Payment
 Investors Accounting for an Investment in a Limited Partnership When the Investor is the Sole
General Partner and the Limited Partners Have Certain Rights
 Revenue Recognition
  Notes Receivable
  9




---



##### Table of Contents



Reclassifications
  Note 3 Capital Structure
   Note 4  Acquisition and Disposition Activity
 Property Acquisitions
      10




---



##### Table of Contents



For the Quarter EndedAssets Acquired and Liabilities Assumed
    
    September 30, 2005(amounts in thousands)Land, buildings and equipment
    
    $
    203,009Above-market leases
    
    
    1,068In place lease assets
    
    
    3,026Other assets
    
    
    6,195Total assets
    
    
    213,298Accounts payable
    
    
    (192
    )Accrued expenses
    
    
    (2,047
    )Tenant deposits
    
    
    (14
    )Other liabilities and minority interest
    
    
    (1,232
    )Total liabilities
    
    
    (3,485
    )Net assets acquired
    
    $
    209,813
 Property Dispositions
     11




---



##### Table of Contents



Accounting for the Impairment on Disposal of Long-Lived
Assets
 Property
    
    Location
    
    Date
    
    Units/Square FeetMultifamilyAshley Run
    
    Atlanta, GA
    
    June 2005
    
    
    348Mill Crossing
    
    Dallas, TX
    
    June 2005
    
    
    184Colonial Village at Lake Mary
    
    Lake Mary, FL
    
    May 2005
    
    
    504Bridgetown Bay
    
    Charlotte, NC
    
    May 2005
    
    
    120Devonshire
    
    Dallas, TX
    
    May 2005
    
    
    144Dunwoody Springs
    
    Atlanta, GA
    
    May 2005
    
    
    350Carlyle Club
    
    Atlanta, GA
    
    May 2005
    
    
    243Aspen Hills
    
    Dallas, TX
    
    May 2005
    
    
    240Colonial 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)
    
    Bradenton, FL
    
    March 2005
    
    
    272Colonial Village at Walton Way
    
    Augusta, GA
    
    March 2005
    
    
    256Colonial Grand at Wesleyan
    
    Macon, GA
    
    March 2005
    
    
    328Colonial Grand at Cahaba Heights (1)
    
    Birmingham, AL
    
    February 2005
    
    
    125Colonial Grand at River Hills (1)
    
    Tampa, FL
    
    February 2005
    
    
    776Colonial Village at Vernon Marsh
    
    Savannah, GA
    
    October 2004
    
    
    178Colonial Grand at Ponte Vedra (1)
    
    Jacksonville, FL
    
    May 2004
    
    
    240OfficeVillage at Roswell Summit
    
    Atlanta, GA
    
    July 2004
    
    
    25,500RetailColonial Mall Macon
    
    Macon, GA
    
    July 2005
    
    
    1,446,000Colonial Mall Burlington
    
    Burlington, NC
    
    July 2005
    
    
    419,200Colonial Mall Temple
    
    Temple, TX
    
    April 2005
    
    
    555,600Colonial Mall Gadsden
    
    Gadsden, AL
    
    March 2005
    
    
    517,000Orlando Fashion Square (1)
    
    Orlando, FL
    
    December 2004
    
    
    1,083,049Colonial Shoppes at Inverness
    
    Birmingham, AL
    
    September 2004
    
    
    28,243Colonial Shoppes at Stanly
    
    Locust, NC
    
    July 2004
    
    
    47,100Colonial Promenade University Park I
    
    Orlando, FL
    
    March 2004
    
    
    215,590
 
 (1)
    
    Properties were partially owned. CRLP sold its interest in these properties.  12




---



##### Table of Contents



Three Months Ended
    
    
    Nine Months Ended(amounts in thousands)
    
    September 30,
    
    
    September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Property revenues:Base rent
    
    $
    11,319
    
    
    $
    12,136
    
    
    $
    40,502
    
    
    $
    36,470Percentage rent
    
    
    179
    
    
    
    288
    
    
    
    537
    
    
    
    768Tenant recoveries
    
    
    329
    
    
    
    2,761
    
    
    
    4,931
    
    
    
    8,351Other property revenue
    
    
    1,252
    
    
    
    1,095
    
    
    
    4,065
    
    
    
    3,228Total property revenues
    
    
    13,079
    
    
    
    16,280
    
    
    
    50,035
    
    
    
    48,817Property operating and maintenance expense
    
    
    5,977
    
    
    
    6,096
    
    
    
    20,431
    
    
    
    17,390Depreciation
    
    
    510
    
    
    
    3,433
    
    
    
    2,927
    
    
    
    10,508Amortization
    
    
    871
    
    
    
    195
    
    
    
    3,117
    
    
    
    692Total operating expenses
    
    
    7,358
    
    
    
    9,724
    
    
    
    26,475
    
    
    
    28,590Interest expense, net
    
    
    (2,634
    )
    
    
    (1,433
    )
    
    
    (7,109
    )
    
    
    (4,267
    )Income (loss) from partially owned entities
    
    
    (80
    )
    
    
    315
    
    
    
    (716
    )
    
    
    585Income from discontinued operations before net gain
on disposition of discontinued operations
    
    
    3,007
    
    
    
    5,437
    
    
    
    15,735
    
    
    
    16,546Net gain on disposition of discontinued operations
    
    
    66,262
    
    
    
    1,563
    
    
    
    184,337
    
    
    
    11,301Income from discontinued operations
    
    $
    69,269
    
    
    $
    7,000
    
    
    $
    200,072
    
    
    $
    27,847
 For Sale / Projects
  Note 5  Net Income Per Unit
  13




---



##### Table of Contents



Three Months
    
    
    Three Months
    
    
    Nine Months
    
    
    Nine MonthsEnded
    
    
    Ended
    
    
    Ended
    
    
    Ended(amounts in thousands, except per unit data)
    
    September 30,
    
    
    September 30,
    
    
    September 30,
    
    
    September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Numerator:Net income
    
    $
    61,178
    
    
    $
    12,352
    
    
    $
    180,585
    
    
    $
    51,105Less: Preferred distributions
    
    
    (8,045
    )
    
    
    (5,508
    )
    
    
    (21,597
    )
    
    
    (16,766
    )Net income available to common unitholders
    
    
    53,133
    
    
    
    6,844
    
    
    
    158,988
    
    
    
    34,339Denominator:Denominator
for basic net income per unit 
    
    
    51,161
    
    
    
    37,597
    
    
    
    46,532
    
    
    
    37,359weighted average unitsEffect of dilutive securities:Trustee and employee stock options,treasury method
    
    
    
    
    
    
    363
    
    
    
    
    
    
    
    345Denominator
for diluted net income per unit 
adjusted weighted average units
    
    
    51,161
    
    
    
    37,960
    
    
    
    46,532
    
    
    
    37,704Basic net income per unit
    
    $
    1.04
    
    
    $
    0.18
    
    
    $
    3.41
    
    
    $
    0.92Diluted net income per unit
    
    $
    1.04
    
    
    $
    0.18
    
    
    $
    3.41
    
    
    $
    0.91
  Note 6 Segment Information
  14




---



##### Table of Contents



Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,(in thousands)
    
    2005
    
    
    2004
    
    
    2005
    
    
    2004Revenues:Divisional Revenues:Multifamily
    
    $
    80,933
    
    
    $
    31,831
    
    
    $
    199,478
    
    
    $
    87,095Office
    
    
    34,310
    
    
    
    25,186
    
    
    
    89,283
    
    
    
    73,420Retail
    
    
    36,824
    
    
    
    42,986
    
    
    
    122,430
    
    
    
    120,572Total Divisional Revenues
    
    
    152,067
    
    
    
    100,003
    
    
    
    411,191
    
    
    
    281,087Partially-owned subsidiaries
    
    
    (5,572
    )
    
    
    (4,549
    )
    
    
    (15,647
    )
    
    
    (12,528
    )Unallocated corporate revenues
    
    
    3,331
    
    
    
    1,674
    
    
    
    10,483
    
    
    
    3,882Discontinued operations revenues
    
    
    (13,079
    )
    
    
    (16,280
    )
    
    
    (50,035
    )
    
    
    (48,817
    )Total Consolidated Revenues
    
    $
    136,747
    
    
    $
    80,848
    
    
    $
    355,992
    
    
    $
    223,624NOI:Divisional NOI:Multifamily
    
    $
    47,413
    
    
    $
    19,009
    
    
    $
    118,372
    
    
    $
    52,906Office
    
    
    23,260
    
    
    
    17,872
    
    
    
    61,052
    
    
    
    52,142Retail
    
    
    25,494
    
    
    
    29,401
    
    
    
    85,289
    
    
    
    83,345Total Divisional NOI
    
    
    96,167
    
    
    
    66,282
    
    
    
    264,713
    
    
    
    188,393Partially-owned subsidiaries
    
    
    (3,237
    )
    
    
    (2,606
    )
    
    
    (9,207
    )
    
    
    (7,167
    )Unallocated corporate revenues
    
    
    3,331
    
    
    
    1,674
    
    
    
    10,483
    
    
    
    3,882Discontinued operations NOI
    
    
    (7,102
    )
    
    
    (10,184
    )
    
    
    (29,604
    )
    
    
    (31,427
    )General and administrative expenses
    
    
    (11,179
    )
    
    
    (6,992
    )
    
    
    (30,543
    )
    
    
    (18,209
    )Depreciation
    
    
    (36,726
    )
    
    
    (20,798
    )
    
    
    (94,557
    )
    
    
    (56,496
    )Amortization
    
    
    (22,894
    )
    
    
    (3,321
    )
    
    
    (51,391
    )
    
    
    (8,105
    )Other
    
    
    (40
    )
    
    
    (34
    )
    
    
    (148
    )
    
    
    12Income from operations
    
    
    18,320
    
    
    
    24,021
    
    
    
    59,746
    
    
    
    70,883Total other expense
    
    
    (26,411
    )
    
    
    (18,669
    )
    
    
    (79,233
    )
    
    
    (47,625
    )Income from continuing operations
    
    $
    (8,091
    )
    
    $
    5,352
    
    
    $
    (19,487
    )
    
    $
    23,258
 (in thousands)
    
    September 30,
    
    
    December 31,Assets
    
    2005
    
    

2004Divisional Assets
Multifamily
    
    $
    2,362,591
    
    
    $
    937,935Office
    
    
    942,620
    
    
    
    632,010Retail
    
    
    1,032,780
    
    
    
    1,082,517Total Divisional Assets
    
    
    4,337,991
    
    
    
    2,652,462Unallocated corporate assets (1)
    
    
    421,489
    
    
    
    148,862$
    4,759,480
    
    
    $
    2,801,324
 
 (1)
    
    Includes CRLPs investment in partially-owned entities of $142,653 as of September 30, 2005, and $65,472 as of December 31, 2004. Note 7  Investment in Partially Owned Entities
  15




---



##### Table of Contents



(in thousands)Percent
    
    
    September 30,
    
    
    December 31,Owned
    
    
    2005
    
    

2004Multifamily:CM S / Colonial Joint Venture I
    
    
    15.00
    %
    
    $
    745
    
    
    $
    1,435CM S / Colonial Joint Venture II
    
    
    15.00
    %
    
    
    546
    
    
    
    670CM S Florida
    
    
    25.00
    %
    
    
    2,779
    
    
    
    2,925CM S Tennessee
    
    
    25.00
    %
    
    
    2,529
    
    
    
    2,727DRA Alabama
    
    
    10.00
    %
    
    
    2,413
    
    
    
    2,500DRA Cunningham, Austin, TX
    
    
    20.00
    %
    
    
    1,138
    
    
    
    1,266DRA Southwest Partnership
    
    
    20.00
    %
    
    
    18,437
    
    
    
    19,022DRA The Grove at Riverchase, Birmingham, AL
    
    
    20.00
    %
    
    
    1,748
    
    
    
    Carter Regents Park, Atlanta, GA
    
    
    40.00
    %
    
    
    3,000
    
    
    
    M erritt at Godley Station, Pooler, GA (1)
    
    
    35.00
    %
    
    
    9,846
    
    
    
    Cy p ress Cove at Suntree, M elbourne, GA (1)
    
    
    10.00
    %
    
    
    997
    
    
    
    Arbors at Windsor Lake, Columbia, SC (1)
    
    
    10.00
    %
    
    
    1,703
    
    
    
    Stone Ridge, Columbia, SC (1)
    
    
    10.00
    %
    
    
    1,047
    
    
    
    CG at Research Park, Durham, NC
    
    
    20.00
    %
    
    
    1,634
    
    
    
    48,562
    
    
    
    30,545Office:600 Building Partnership , Birmingham, AL
    
    
    33.33
    %
    
    
    (3
    )
    
    
    (16
    )Douglas HCI, Coral Gables, FL
    
    
    25.00
    %
    
    
    6,362
    
    
    
    6,457DRA / Colonial Office Joint Venture
    
    
    15.00
    %
    
    
    54,000
    
    
    
    60,359
    
    
    
    6,441Retail:Colonial Promenade M adison, Huntsville, AL
    
    
    25.00
    %
    
    
    2,253
    
    
    
    2,298Highway 150, LLC, Birmingham, AL
    
    
    10.00
    %
    
    
    89
    
    
    
    94Parkway Place Limited Partnership , Huntsville, AL
    
    
    45.00
    %
    
    
    12,760
    
    
    
    12,560Turkey Creek, Parkside Drive LLC Partnership
    
    
    50.00
    %
    
    
    18,616
    
    
    
    13,50233,718
    
    
    
    28,454Other:Colonial / Polar-BEK M anagement Company,
Birmingham, AL
    
    
    50.00
    %
    
    
    14
    
    
    
    32$
    142,653
    
    
    $
    65,472
 
 (1)
    
    These joint ventures were acquired as part of the Cornerstone merger.    DRA / Colonial Office Joint Venture
  16




---



##### Table of Contents



Note 8  Financing Activities
       17




---



##### Table of Contents



Note 9  Equity Offering
  Note
10  Derivatives and Hedging
 Accounting for Derivative Instruments and Hedging Activities
    18




---



##### Table of Contents



Fair ValueAt September 30, 2005Interest
    
    
    
    
    
    
    Asset (Liability)Product Type
    
    Notional Value
    
    Rate
    
    
    Maturity
    
    
    (in thousands)Interest Rate SWAP, Cash Flow
    
    $11.2 million
    
    
    5.932
    %
    
    
    1/1/06
    
    
    $
    (53
    )Interest Rate CAP, Cash Flow
    
    $16.4 million
    
    
    4.840
    %
    
    
    4/1/06
    
    
    
    Interest Rate CAP, Cash Flow
    
    $25.9 million
    
    
    4.840
    %
    
    
    4/1/06
    
    
    
    1Interest Rate CAP, Cash Flow
    
    $8.4 million
    
    
    4.840
    %
    
    
    4/1/06
    
    
    
    Interest Rate SWAP, Cash Flow
    
    $17.0 million
    
    
    7.380
    %
    
    
    5/5/06
    
    
    
    (163
    )Interest Rate CAP, Cash Flow
    
    $30.4 million
    
    
    11.200
    %
    
    
    7/3/06
    
    
    
    Interest Rate CAP, Cash Flow
    
    $19.7 million
    
    
    6.850
    %
    
    
    6/29/07
    
    
    
    1Interest Rate CAP, Cash Flow
    
    $16.7 million
    
    
    6.850
    %
    
    
    7/3/07
    
    
    
    1Interest Rate CAP, Cash Flow
    
    $10.0 million
    
    
    8.373
    %
    
    
    8/1/08
    
    
    
    1Interest Rate CAP, Cash Flow
    
    $14.9 million
    
    
    7.543
    %
    
    
    8/1/08
    
    
    
    4Interest Rate CAP, Cash Flow
    
    $7.4 million
    
    
    6.983
    %
    
    
    8/1/08
    
    
    
    3Interest Rate CAP, Cash Flow
    
    $6.2 million
    
    
    8.373
    %
    
    
    8/1/08
    
    
    
    1Interest Rate CAP, Cash Flow
    
    $13.3 million
    
    
    6.786
    %
    
    
    9/1/08
    
    
    
    9Interest Rate CAP, Cash Flow
    
    $5.5 million
    
    
    7.900
    %
    
    
    2/1/09
    
    
    
    2Interest Rate CAP, Cash Flow
    
    $17.6 million
    
    
    8.100
    %
    
    
    2/1/09
    
    
    
    5Interest Rate SWAP, Fair Value
    
    $100.0 million
    
    
    4.803
    %
    
    
    4/1/11
    
    
    
    556Interest Rate SWAP, Cash Flow
    
    $175.0 million
    
    
    4.877
    %
    
    
    7/13/17
    
    
    
    76Interest Rate SWAP, Cash Flow
    
    $200.0 million
    
    
    4.830
    %
    
    
    2/15/16
    
    
    
    (355
    )Interest Rate CAP, Cash Flow
    
    $12.8 million
    
    
    6.000
    %
    
    
    7/1/2008
    
    
    
    2Interest Rate CAP, Cash Flow
    
    $22.4 million
    
    
    6.000
    %
    
    
    7/1/2008
    
    
    
    3Interest Rate CAP, Cash Flow
    
    $9.9 million
    
    
    6.000
    %
    
    
    7/1/2008
    
    
    
    1
    19




---



##### Table of Contents



Note 11  Subsequent Events
 Property Dispositions
  Sales PriceProperty Name
    
    Location
    
    Units
    
    
    (in millions)Arbors on Forest Ridge
    
    Fort Worth, TX
    
    
    210
    
    
    $
    10.0Cutters Point
    
    Dallas, TX
    
    
    196
    
    
    
    9.8Eagle Crest
    
    Dallas, TX
    
    
    484
    
    
    
    20.8Sierra Ridge
    
    San Antonio, TX
    
    
    230
    
    
    
    8.8Timberglen
    
    Dallas, TX
    
    
    304
    
    
    
    12.2Toscana
    
    Dallas, TX
    
    
    192
    
    
    
    5.8Silverbrook
    
    Fort Worth, TX
    
    
    642
    
    
    
    23.5The Meridian
    
    Austin, TX
    
    
    200
    
    
    
    7.9$
    98.8
  Financing Activity
   Hurricane Damage Assessment
 Hurricane Katrina
  Hurricane Wilma
  20




---



##### Table of Contents



Distribution
  21




---



##### Table of Contents



Report of Independent Registered Public Accounting Firm
 
      
 22




---



##### Table of Contents



COLONIAL REALTY LIMITED PARTNERSHIP
 
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Overview
  
    
    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;
    
    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;
    
    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 general partners ability to maintain its status as a Real Estate Investment
Trust (REIT) for federal income tax purposes, our ability to maintain our status
as a partnership for federal income tax purposes, the ability of certain of our
subsidiaries to maintain their status as taxable REIT subsidiaries for federal
income tax purposes, and our ability and the ability of our subsidiaries to operate
effectively within the limitations imposed by these rules;
    
    effect of any rating agency actions on the cost and availability of new debt financings;
    
    level and volatility of interest rates or capital market conditions;
    
    effect of any terrorist activity or other heightened geopolitical crisis; and
    
    other factors affecting the real estate industry generally.
  23




---



##### Table of Contents



General
 As used herein, the terms CRLP, we, us, our and Operating Partnership refer to
Colonial Realty Limited Partnership, a Delaware limited partnership, and its subsidiaries and other
affiliates, including, Colonial Properties Services Limited Partnership, Colonial Property
Services, Inc., and CLNL Acquisition Sub, LLC or, as the context may require, Colonial Realty
Limited Partnership only. As used herein, the term Company or the Trust includes Colonial
Properties Trust, an Alabama real estate investment trust, and one or more of its subsidiaries and
other affiliates, including CRLP, Colonial Properties Services Limited Partnership, Colonial
Properties Services, Inc. and CLNL Acquisition Sub, LLC or, as the context may require, Colonial
Properties Trust only.
     24




---



##### Table of Contents



Consolidated Properties
    
    
    
    Unconsolidated Properties
    
    
    
    Total PropertiesAs of and for the Quarter
    
    
    
    As of and for the Quarter
    
    
    
    As of and for the QuarterEnded September 30,
    
    
    
    Ended September 30,
    
    
    
    Ended September 30,2005
    
    
    2004
    
    
    
    2005
    
    
    2004
    
    
    
    2005
    
    
    2004Multifamily Properties (1)Physical Occupancy
    
    
    
    96.7
    %
    
    
    95.5
    %
    
    
    
    96.9
    %
    
    
    94.4
    %
    
    
    
    96.7
    %
    
    
    95.4
    %Same-Property Economic Occupancy (2)
    
    
    
    87.1
    %
    
    
    81.7
    %
    
    
    
    n/a
    
    
    
    n/a
    
    
    
    
    87.1
    %
    
    
    81.7
    %Same-Property NOI Growth (3)
    
    
    
    6.9
    %
    
    
    2.7
    %
    
    
    
    n/a
    
    
    
    n/a
    
    
    
    
    6.9
    %
    
    
    2.7
    %End of Month Scheduled Base
Rent per Unit per Month
    
    
    $
    795
    
    
    $
    807
    
    
    
    $
    791
    
    
    $
    759
    
    
    
    $
    807
    
    
    $
    822Capital Expenditures per Unit
    
    
    $
    173
    
    
    $
    191
    
    
    
    $
    186
    
    
    $
    103
    
    
    
    $
    175
    
    
    $
    188Office Properties (4)Physical Occupancy
    
    
    
    91.3
    %
    
    
    92.2
    %
    
    
    
    85.7
    %
    
    
    100.0
    %
    
    
    
    90.2
    %
    
    
    92.2
    %Same-Property NOI Growth (3)
    
    
    
    0.0
    %
    
    
    4.2
    %
    
    
    
    n/a
    
    
    
    n/a
    
    
    
    
    0.0
    %
    
    
    4.2
    %Base Rent per Square Foot
    
    
    $
    18.83
    
    
    $
    18.12
    
    
    
    $
    19.18
    
    
    $
    16.28
    
    
    
    $
    18.83
    
    
    $
    18.12Capital Expenditures per Square Foot
    
    
    $
    0.79
    
    
    $
    0.61
    
    
    
    
    
    
    
    
    
    
    
    
    $
    0.79
    
    
    $
    0.61Retail PropertiesSame-Property NOI Growth (3)
    
    
    
    3.9
    %
    
    
    0.4
    %
    
    
    
    -1.4
    %
    
    
    9.5
    %
    
    
    
    3.6
    %
    
    
    1.1
    %Regional Malls:Physical Occupancy
    
    
    
    93.4
    %
    
    
    92.2
    %
    
    
    
    83.4
    %
    
    
    89.7
    %
    
    
    
    92.9
    %
    
    
    92.0
    %Base Rent per Square Foot
    
    
    $
    21.75
    
    
    $
    22.24
    
    
    
    $
    28.46
    
    
    $
    29.76
    
    
    
    $
    22.68
    
    
    $
    23.71Tenant Gross Sales per Square Foot
    
    
    $
    271.90
    
    
    $
    273.66
    
    
    
    $
    258.63
    
    
    $
    266.54
    
    
    
    $
    270.19
    
    
    $
    272.35Shopping Centers:Physical Occupancy
    
    
    
    89.7
    %
    
    
    86.6
    %
    
    
    
    99.3
    %
    
    
    99.6
    %
    
    
    
    90.2
    %
    
    
    86.8
    %Base Rent per Square Foot
    
    
    $
    16.98
    
    
    $
    16.47
    
    
    
    $
    16.88
    
    
    $
    16.99
    
    
    
    $
    16.97
    
    
    $
    16.53Tenant Gross Sales per Square Foot
    
    
    $
    225.95
    
    
    $
    213.32
    
    
    
    $
    270.55
    
    
    $
    232.74
    
    
    
    $
    228.08
    
    
    $
    214.53
 
 (1)
    
    Same property and prior year performance metrics exclude Cornerstone performance.(2)
    
    Economic Occupancy represents scheduled base rents, less vacancy loss, all concessions adjusted for straightline (including
but not limited to: renewals, move-ins, models, employee units), and bad debts divided by scheduled base rents.(3)
    
    NOI amounts are based on our segment data. See Note 7  Segment Information in our Notes to Consolidated Condensed
Financial Statements.(4)
    
    Physical occupancy percentages include the DRA / Colonial Office Joint Venture properties. All other statistics exclude
these properties.  
    
    changes in job growth, household formation and population growth in our markets;
    
    changes in interest rates;
    
    supply and demand for apartment properties in our current markets; and
    
    competition, which could limit our ability to secure attractive investment
opportunities, lease apartment properties, or increase or maintain rents.
 25




---



##### Table of Contents



Results of Operations  Three Months Ended September 30, 2005 and 2004
 Minimum rent
 Tenant recoveries
 Other property related revenue
 Other non-property related revenue
 Total property operating expenses
 General and administrative expenses
 26




---



##### Table of Contents



Depreciation and amortization expenses
 Interest expense
 Gains from sales of property
 Other expense
 Income from discontinued operations
 Results of Operations  Nine Months Ended September 30, 2005 and 2004
 Minimum rent
 Tenant recoveries
 Other property related revenue
 Other non-property related revenue
 Total property operating expenses
 27




---



##### Table of Contents



General and administrative expenses
 Depreciation and amortization expenses
 Interest expense
 Gains from sales of property
 Other expense
 Income from discontinued operations
 Liquidity and Capital Resources
 Short-Term Liquidity Needs
   28




---



##### Table of Contents



Long-Term Liquidity Needs
      Unsecured Revolving Credit Facilities
  29




---



##### Table of Contents



Bridge Loans
   Senior Notes Offering
  Equity Offering
  30




---



##### Table of Contents



Investing Activities
      Distribution
  Critical Accounting Policies and Estimates
  31




---



##### Table of Contents



Derivatives and Hedging
  Fair ValueAt September 30, 2005Interest
    
    
    
    
    
    
    Asset (Liability)Product Type
    
    Notional Value
    
    Rate
    
    
    Maturity
    
    
    (in thousands)Interest Rate SWAP, Cash Flow
    
    $11.2 million
    
    
    5.932
    %
    
    
    1/1/06
    
    
    $
    (53
    )Interest Rate CAP, Cash Flow
    
    $16.4 million
    
    
    4.840
    %
    
    
    4/1/06
    
    
    
    Interest Rate CAP, Cash Flow
    
    $25.9 million
    
    
    4.840
    %
    
    
    4/1/06
    
    
    
    1Interest Rate CAP, Cash Flow
    
    $8.4 million
    
    
    4.840
    %
    
    
    4/1/06
    
    
    
    Interest Rate SWAP, Cash Flow
    
    $17.0 million
    
    
    7.380
    %
    
    
    5/5/06
    
    
    
    (163
    )Interest Rate CAP, Cash Flow
    
    $30.4 million
    
    
    11.200
    %
    
    
    7/3/06
    
    
    
    Interest Rate CAP, Cash Flow
    
    $19.7 million
    
    
    6.850
    %
    
    
    6/29/07
    
    
    
    1Interest Rate CAP, Cash Flow
    
    $16.7 million
    
    
    6.850
    %
    
    
    7/3/07
    
    
    
    1Interest Rate CAP, Cash Flow
    
    $10.0 million
    
    
    8.373
    %
    
    
    8/1/08
    
    
    
    1Interest Rate CAP, Cash Flow
    
    $14.9 million
    
    
    7.543
    %
    
    
    8/1/08
    
    
    
    4Interest Rate CAP, Cash Flow
    
    $7.4 million
    
    
    6.983
    %
    
    
    8/1/08
    
    
    
    3Interest Rate CAP, Cash Flow
    
    $6.2 million
    
    
    8.373
    %
    
    
    8/1/08
    
    
    
    1Interest Rate CAP, Cash Flow
    
    $13.3 million
    
    
    6.786
    %
    
    
    9/1/08
    
    
    
    9Interest Rate CAP, Cash Flow
    
    $5.5 million
    
    
    7.900
    %
    
    
    2/1/09
    
    
    
    2Interest Rate CAP, Cash Flow
    
    $17.6 million
    
    
    8.100
    %
    
    
    2/1/09
    
    
    
    5Interest Rate SWAP, Fair Value
    
    $100.0 million
    
    
    4.803
    %
    
    
    4/1/11
    
    
    
    556Interest Rate SWAP, Cash Flow
    
    $175.0 million
    
    
    4.877
    %
    
    
    7/13/17
    
    
    
    76Interest Rate SWAP, Cash Flow
    
    $200.0 million
    
    
    4.830
    %
    
    
    2/15/16
    
    
    
    (355
    )Interest Rate CAP, Cash Flow
    
    $12.8 million
    
    
    6.000
    %
    
    
    7/1/2008
    
    
    
    2Interest Rate CAP, Cash Flow
    
    $22.4 million
    
    
    6.000
    %
    
    
    7/1/2008
    
    
    
    3Interest Rate CAP, Cash Flow
    
    $9.9 million
    
    
    6.000
    %
    
    
    7/1/2008
    
    
    
    1
     Inflation
  32




---



##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
 Item 4. Controls and Procedures.
     COLONIAL REALTY LIMITED PARTNERSHIP
 
 PART II OTHER INFORMATION
 
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  33




---



##### Table of Contents



Item 6. Exhibits.
  
 SIGNATURES
  COLONIAL REALTY LIMITED PARTNERSHIP,
A Delaware limited partnershipBy:
    Colonial Properties Trust,
Its General PartnerDate: November 9, 2005
    By:
    /s/ Weston M. AndressWeston M. AndressChief Financial OfficerDate: November 9, 2005
    By:
    /s/ John E. TomlinsonJohn E. TomlinsonChief Accounting Officer
(Principal Accounting Officer) 34




---



##### Table of Contents



Index of Exhibits
 10.1
    
    Underwriting Agreement, dated September 15, 2005,
by and among the Trust, CRLP, Merrill Lynch &
Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Wachovia Capital Markets, LLC,
as representatives of the several underwriters
named in the related Terms Agreement
    
    Filed as Exhibit
1.1 to the Trusts
Current Report on
Form 8-K filed with
the Securities and
Exchange Commission
on September 21,
2005, and
incorporated herein
by reference10.2
    
    Terms Agreement, dated September 15, 2005, by and
among the Trust, CRLP, Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Wachovia Capital Markets, LLC,
as representatives of the several underwriters
named therein
    
    Filed as Exhibit
1.2 to the Trusts
Current Report on
Form 8-K filed with
the Securities and
Exchange Commission
on September 21,
2005, and
incorporated herein
by reference10.3
    
    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
    
    Filed as Exhibit
10.3 to the Trusts
Current Report on
Form 10-Q filed
with the Securities
and Exchange
Commission on
November 9, 2005,
and incorporated
herein by reference12.1
    
    Ratio of Earnings to Fixed Charges
    
    Filed herewith15.1
    
    Letter re: Unaudited Interim Financial Information
    
    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
 35