##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 FORM 10-K
 ANNUAL REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2008
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File Number 0-20707
 COLONIAL REALTY LIMITED PARTNERSHIP
  Delaware
    
    63-1098468(State or other jurisdiction
    
    (IRS Employerof incorporation)
    
    Identification Number)
 2101 Sixth Avenue North, Suite 750, Birmingham, Alabama 35203  (Address of principal executive offices) (Zip Code)
 (205) 250-8700
  Title of each class
    
    Name of each exchange on which registeredNot applicable
    
    Not applicable
 Class A Units of Limited Partnership
Interest
 o þ
 o þ
 þ o
 o
  Large accelerated filer o
Accelerated filer þ
Non-accelerated filer o
(Do not check if a smaller reporting company)
Smaller reporting company o o þ




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TABLE OF CONTENTS  PART IItem 1. Business.Item 1A. Risk FactorsItem 1B. Unresolved Staff Comments.Item 2. Operating Properties.Item 3. Legal Proceedings.Item 4. Submission of Matters to a Vote of Security Holders.PART IIItem 5. Market for Registrants Common Equity and Related Shareholder Matters.Item 6. Selected Financial Data.Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations.Item 7A. Quantitative and Qualitative Disclosures about Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.Item 9A. Controls and Procedures.Item 9B. Other Information.PART IIIItem 10. Trustees, Executive Officers and Corporate Governance.Item 11. Executive Compensation.Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director Independence.Item 14. Principal Accountant Fees and Services.Part IVItem 15. Exhibits and Financial Statement SchedulesSIGNATURESColonial Realty Limited Partnership Index to ExhibitsEX-12.1EX-21.1EX-31.1EX-31.2EX-32.1EX-32.2    Table of Contents  Documents Incorporated by Reference
  
 
 PART I
  
    
    the weakening economy and mounting job losses in the U.S., together with the
downturn in the overall U.S. housing market resulting in increased supply and all
leading to deterioration in the multifamily market;
    
    national and local economic, business and real estate conditions generally,
including, but not limited to, the effect on demand for multifamily units, office
and retail rental space or the creation of new multifamily and commercial
developments, the extent, strength and duration of the current recession or
recovery, the availability and creditworthiness of tenants, the level of lease
rents, and the availability of financing for both tenants and us;
    
    adverse changes in real estate markets, including, but not limited to, the extent
of tenant bankruptcies, financial difficulties and defaults, the extent of future
demand for multifamily units and office and retail space in our core markets and
barriers of entry into new markets which we may seek to enter in the future, the
extent of decreases in rental rates, competition, our ability to identify and
consummate attractive acquisitions on favorable terms, our ability to consummate any
planned dispositions in a timely manner on acceptable terms, and our ability to
reinvest sale proceeds in a manner that generates favorable returns;
    
    the Trusts focus as a multifamily real estate investment trust (REIT), which
increases our exposure to risks inherent in investments in a single industry;
    
    risks associated with having to perform under various financial guarantees that
we have provided with respect to certain of our joint ventures and retail
developments;
    
    ability to obtain financing on reasonable rates, if at all;
    
    actions, strategies and performance of affiliates that we may not control or
companies, including joint ventures, in which we have made investments;
    
    changes in operating costs, including real estate taxes, utilities, and
insurance;
    
    higher than expected construction costs;
    
    uncertainties associated with our ability to sell our existing inventory of
condominium and for-sale residential assets, including timing, volume and terms of
sales;
    
    uncertainties associated with the timing and amount of real estate dispositions
and the resulting gains/losses associated with such dispositions;
    
    legislative or other regulatory decisions, including government approvals,
actions and initiatives, including the need for compliance with environmental and
safety requirements, and changes in laws and regulations or the interpretation
thereof;
    
    effects of tax legislative action;
    
    our general partners ability to continue to maintain its status as a 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;
    
    price volatility, dislocations and liquidity disruptions in the financial markets
and the resulting impact on availability of financing;
    
    effect of any rating agency actions on the cost and availability of new debt
financing;
    
    level and volatility of interest or capitalization rates or capital market
conditions;
    
    effect of any terrorist activity or other heightened geopolitical crisis;
    
    other factors affecting the real estate industry generally; and
    
    other risks identified in this annual report on Form 10-K and, from time to time,
in other reports we file with the Securities and Exchange Commission (the SEC) or
in other documents that we publicly disseminate.
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Item 1. Business.
 As used herein, the terms CRLP, we, us and our refer to Colonial Realty Limited
Partnership, a Delaware limited partnership, and its subsidiaries and other affiliates, including,
Colonial Properties Services Limited Partnership (CPSLP), Colonial Properties Services, Inc
(CPSI), CLNL Acquisition Sub, LLC and Colonial VRS L.L.C. or, as the context may require,
Colonial Realty Limited Partnership only. As used herein, the term the Trust refers to Colonial
Properties Trust, an Alabama real estate investment trust, and one or more of its subsidiaries and
other affiliates, including CRLP, CPSLP and Colonial Properties Services, Inc. (CPSI), CLNL
Acquisition Sub, LLC and Colonial VRS L.L.C. or, as the context may require, Colonial Properties
Trust only.
      Formation of the Trust and CRLP
  3




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Business Strategy
  
    
    In June 2007, we completed the office joint venture transaction with DRA G&I Fund
VI Real Estate Investment Trust, an entity advised by DRA Advisors LLC (DRA). The
Trust sold to DRA its 69.8% interest in the newly formed joint venture (the DRA/CLP
JV) that became the owner of 24 office properties and two retail properties that
were previously wholly-owned by CRLP. Total sales proceeds from the sale of this
69.8% interest were approximately $379.0 million. CRLP retained a 15% minority
interest in the DRA/CLP JV (see Notes 2 and 10 to our Notes to Consolidated
Financial Statements included in Item 8 of this Form 10-K), as well as management
and leasing responsibilities for the 26 properties;
    
    In June 2007, we completed the retail joint venture transaction with OZRE Retail,
LLC (OZRE). The Trust sold to OZRE its 69.8% interest in the newly formed joint
venture (the OZRE JV) that became the owner of 11 retail properties that were
previously wholly-owned by CRLP. Total sales proceeds from the sale of this 69.8%
interest were approximately $115.0 million. CRLP retained a 15% minority interest
in the OZRE JV (see Notes 2 and 10 to our Notes to Consolidated Financial Statements
included in Item 8 of this Form 10-K), as well as management and leasing
responsibilities for the 11 properties; and
    
    In July 2007, we completed the outright sale of an additional 12 retail assets
and the sale of our interests in one other retail asset. As a result of the sale of
one of these wholly-owned assets, we recorded an impairment charge of approximately
$2.5 million during 2007. This charge is included in Income from discontinued
operations in the Consolidated Statements of Operations and Comprehensive Income
(Loss) included in Item 8 of this Form 10-K.
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Operating Strategy
  
    
    realizing growth in income from our existing portfolio of properties;
    
    selectively acquiring and developing multifamily properties to grow our core portfolio
and improve the age and quality of our multifamily apartment communities in growth markets
located in the Sunbelt region of the United States;
    
    employing a comprehensive capital maintenance program to maintain properties in
first-class condition, including recycling capital by selectively disposing of assets that
are approaching or have reached their maximum investment potential and reinvesting the
proceeds into opportunities with more perceived growth potential;
    
    managing our own properties, including our assets through joint venture arrangements,
which enables us to better control our operating expenses and establish and maintain
long-term relationships with our office and retail tenants; maintaining our third-party
property management business, which increases cash flow through management fee income
stream and establishes additional relationships with investors and tenants; and
    
    executing our plan to dispose of our for-sale residential assets including condominium
conversions and land held for future sale and for-sale residential and mixed-use
developments.
 Financing Strategy
  
    
    targeting conservative debt service and fixed charge coverage ratios;
    
    extending and sequencing the maturity dates of our debt;
    
    borrowing primarily at fixed rates; and
    
    pursuing long-term debt financings and refinancings on a secured or unsecured basis
subject to market conditions.
  5




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A Downgrade in Our Credit Ratings Could Adversely Affect Our Performance.
     Property Management
  Operational Structure and Segments
    Multifamily Apartment Communities
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For-Sale Residential
 Office Properties
 Retail Properties
 Acquisitions and Developments
  7




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TotalTotal Units/
    
    
    CostLocation
    
    
    Square Feet (1)
    
    
    (in thousands)Consolidated Acquisitions:Multifamily PropertiesColonial Village at Matthews (2)(3)
    
    Charlotte, NC
    
    
    270
    
    
    $
    18,400Total Consolidated Acquisitions
    
    
    
    
    
    
    270
    
    
    $
    18,400Completed Developments:Multifamily PropertyColonial Grand at Traditions (4)
    
    Gulf Shores, AL
    
    
    324
    
    
    $
    13,938Colonial Village at Cypress Village (5)(6)
    
    Gulf Shores, AL
    
    
    96
    
    
    
    26,235Colonial Village at Godley Lake
    
    Savannah, GA
    
    
    288
    
    
    
    26,668Colonial Grand at Arysley
    
    Charlotte, NC
    
    
    368
    
    
    
    35,803Colonial Grand at Huntersville
    
    Charlotte, NC
    
    
    250
    
    
    
    26,031Colonial Grand at Matthews Commons
    
    Charlotte, NC
    
    
    216
    
    
    
    21,262Enclave (5)(7)
    
    Charlotte, NC
    
    
    85
    
    
    
    25,353Colonial Grand at Shelby Farms II (8)
    
    Memphis, TN
    
    
    154
    
    
    
    12,7581,781
    
    
    
    188,048Office PropertiesColonial Center TownPark 400 (9)
    
    Orlando, FL
    
    
    176
    
    
    
    27,031Metropolitan Midtown (9)(10)
    
    Charlotte, NC
    
    
    162
    
    
    
    34,569338
    
    
    
    61,600Retail PropertiesColonial Promenade Fultondale (11)
    
    Birmingham, AL
    
    
    159
    
    
    
    21,220Metropolitan Midtown (9)(10)
    
    Charlotte, NC
    
    
    172
    
    
    
    39,501Colonial Promenade Smyrna (12)
    
    Nashville, TN
    
    
    148
    
    
    
    17,507479
    
    
    
    78,228For-Sale PropertiesGrander (13)
    
    Gulf Shores, AL
    
    
    26
    
    
    
    11,061Whitehouse Creek (14)
    
    Mobile, AL
    
    
    59
    
    
    
    2,543Regents Park (15)
    
    Atlanta, GA
    
    
    23
    
    
    
    35,271Metropolitan Midtown (9)(10)
    
    Charlotte, NC
    
    
    101
    
    
    
    36,197209
    
    
    
    85,072Total Completed Developments
    
    
    
    
    
    
    
    
    
    $
    412,948
 
 (1)
    
    Square footage is presented in thousands and excludes anchor-owned square footage.(2)
    
    Prior to our acquisition of the remaining 75% interest in this property in January
2008, we owned a 25% interest in this property through one of our unconsolidated joint
ventures.(3)
    
    Amount represents our portion of the acquisition cost, including mortgage debt assumed.(4)
    
    Represents 35% of development costs, as we are a 35% equity partner in this unconsolidated
development.(5)
    
    These properties, formerly for-sale residential properties, are now multifamily
apartment communities.(6)
    
    Total costs are presented net of $16.8 million impairment charge recorded during 2007.
(7) Total costs are presented net of a $5.4 million impairment charge recorded during 2007.
(8) This property was sold during June 2008.
(9) These projects are part of mixed-use developments.(10)
    
    Total costs for Metropolitan Midtown are presented net of economic grant proceeds of
approximately $12.3 million (present value). Total costs for the for-sale Metropolitan
Midtown development are presented net of a $9.1 million impairment charge recorded during
2008.(11)
    
    This property was sold during February 2009.(12)
    
    Represents 50% of the development costs, as we are a 50% equity partner in this
unconsolidated development.(13)
    
    Total costs are presented net of a $6.7 million and $4.3 million impairment charge
recorded during 2008 and 2007, respectively.(14)
    
    Residential lot development.(15)
    
    Total costs are presented net of a $14.8 million and $1.2 million impairment charge
recorded during 2008 and 2007, respectively. We began consolidating this project in our
financial statements in 2008. See Note 3  Summary of Significant Accounting Policies
under Notes Receivable in our Notes to Consolidated Financial Statements contained in Item
8 of this Form 10-K. 8




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Acquisitions
 Multifamily Property
 Colonial Village at Matthews
 Completed Developments
 Multifamily Properties
 Colonial Grand at Traditions 
 Colonial Village at Cypress Village 
 Colonial Village at Godley Lake 
 Colonial Grand at Arysley 
 Colonial Grand at Huntersville 
 Colonial Village at Matthews Commons 
 Enclave 
 Colonial Grand at Shelby Farms II 
 Office Properties
 Colonial Center TownPark 400 
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Metropolitan Midtown 
 Retail Properties
 Colonial Promenade Fultondale
 Colonial Promenade Smyrna 
 Metropolitan Midtown 
 For-Sale Properties
 Grander
 Whitehouse Creek (formerly Spanish Oaks)
 Regents Park 
 Metropolitan Midtown
 Ongoing Development Activity
  10




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TotalUnits/
    
    
    
    
    
    
    
    
    
    CostsSquare
    
    
    
    
    
    
    Estimated
    
    
    CapitalizedFeet (1)
    
    
    Estimated
    
    
    Total Costs
    
    
    to DateLocation
    
    
    (unaudited)
    
    
    Completion
    
    
    (in thousands)
    
    
    (in thousands)Multifamily Projects:Colonial Grand at Desert Vista
    
    Las Vegas, NV
    
    
    380
    
    
    
    2009
    
    
    
    53,000
    
    
    
    42,463Colonial Grand at Ashton Oaks
    
    Austin, TX
    
    
    362
    
    
    
    2009
    
    
    
    35,300
    
    
    
    28,316Colonial Grand at Onion Creek
    
    Austin, TX
    
    
    300
    
    
    
    2009
    
    
    
    32,300
    
    
    
    32,000Retail Projects:Colonial Promenade Tannehill (2)
    
    Birmingham, AL
    
    
    350
    
    
    
    2009
    
    
    
    8,900
    
    
    
    5,633Construction in Progress for Active Developments
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    108,412Unconsolidated (3) :Colonial Pinnacle Turkey Creek III (4)
    
    Knoxville, TN
    
    
    160
    
    
    
    2009
    
    
    
    14,900
    
    
    
    11,300Unconsolidated Construction in Progress for Active Developments
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    11,300
 
 (1)
    
    Square footage is presented in thousands and excludes anchor-owned square-footage.(2)
    
    Total cost and development costs recorded through December 31, 2008 have been reduced
by $44.7 million for the portion of the development that was placed into service during
2008. Total cost for this project is expected to be approximately $53.6 million, of which,
$6.4 million is expected to be received from the city as reimbursement for infrastructure
costs.(3)
    
    Units and square feet for these unconsolidated projects represent the entire number of
units/total square footage for the development.(4)
    
    Development costs represent 50% of total development costs, as we are a 50% partner in
this project. Multifamily Development Activity
 Colonial Grand at Desert Vista 
 Colonial Grand at Ashton Oaks 
 Colonial Grand at Onion Creek 
  Retail Development Activity
 Colonial Promenade Tannehill 
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Colonial Pinnacle Turkey Creek III 
 Future Development Activity
  CostsTotal Units/
    
    
    CapitalizedSquare Feet (1)
    
    
    to DateLocation
    
    
    (unaudited)
    
    
    (in thousands)Multifamily Projects:Colonial Grand at Sweetwater
    
    Phoenix, AZ
    
    
    195
    
    
    $
    7,281Colonial Grand at Thunderbird
    
    Phoenix, AZ
    
    
    244
    
    
    
    8,368Colonial Grand at Randal Park (2)
    
    Orlando, FL
    
    
    750
    
    
    
    13,604Colonial Grand at Hampton Preserve
    
    Tampa, FL
    
    
    486
    
    
    
    14,320Colonial Grand at South End
    
    Charlotte, NC
    
    
    353
    
    
    
    12,046Colonial Grand at Wakefield
    
    Raleigh, NC
    
    
    369
    
    
    
    7,210Colonial Grand at Azure
    
    Las Vegas, NV
    
    
    188
    
    
    
    7,728Colonial Grand at Cityway
    
    Austin, TX
    
    
    320
    
    
    
    4,967RetailColonial Pinnacle Craft Farms II (2)
    
    Gulf Shores, AL
    
    
    74
    
    
    
    2,027Colonial Promenade Huntsville
    
    Huntsville, AL
    
    
    111
    
    
    
    9,527Colonial Promenade Nor du Lac (3)
    
    Covington, LA
    
    
    497
    
    
    
    34,029Other Projects and Undeveloped LandMultifamily
    
    
    
    
    
    
    
    
    
    
    6,714Office
    
    
    
    
    
    
    
    
    
    
    2,880Retail
    
    
    
    
    
    
    
    
    
    
    5,502For-Sale Residential (4)
    
    
    
    
    
    
    
    
    
    
    43,119Mixed-Use (5)
    
    
    
    
    
    
    
    
    
    
    92,942Consolidated Construction in Progress
    
    
    
    
    
    
    
    
    
    $
    272,264
 
 (1)
    
    Square footage is presented in thousands and excludes anchor-owned square-footage.(2)
    
    These projects are part of mixed-use developments.(3)
    
    Costs capitalized to date are net of a $19.3 million impairment charge (see discussion
under Impairment below) and excludes $24.0 million of community development district
special assessment bonds.(4)
    
    Costs capitalized to date are net of a $6.5 million impairment charge recorded during
2008 and a $14.8 million impairment charge recorded during 2007.(5)
    
    Costs capitalized to date are net of a $29.7 million impairment charge recorded during
2008. 12




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Dispositions
  Consolidated Dispositions
   Units/Square
    
    
    
    
    
    
    Gain onProperty
    
    Location
    
    Feet
    
    
    Sales Price (1)
    
    
    Sales of Property(in thousands)
    
    
    (in thousands)MultifamilyColonial Grand at Hunters Creek
    
    Orlando, FL
    
    
    496
    
    
    
    57,700
    
    
    
    33,530Colonial Grand at Shelby Farms I&II
    
    Memphis, TN
    
    
    450
    
    
    
    41,000
    
    
    
    3,716Colonial Village at Pear Ridge
    
    Dallas, TX
    
    
    242
    
    
    
    15,500
    
    
    
    1,378Colonial Village at Bear Creek
    
    Fort Worth, TX
    
    
    120
    
    
    
    5,950
    
    
    
    747Colonial Village at Bedford
    
    Fort Worth, TX
    
    
    238
    
    
    
    12,000
    
    
    
    1,170Cottonwood Crossing
    
    Fort Worth, TX
    
    
    200
    
    
    
    7,300
    
    
    
    648Office250 Commerce Center
    
    Montgomery, AL
    
    
    37,000
    
    
    
    3,050
    
    
    
    2,576Total
    
    
    
    
    
    
    
    $
    142,500
    
    
    $
    43,765
 Unconsolidated Dispositions
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For-Sale Projects
  Year EndedDecember 31,(amounts in thousands)
    
    2008Condominium conversion revenues
    
    $
    448Condominium conversion costs
    
    
    (401
    )Gains on condominium conversion sales, before
minority interest and income taxes
    
    
    47For-sale residential revenues
    
    
    17,851For-sale residential costs
    
    
    (16,226
    )Gains on for-sale residential sales, before
minority interest and income taxes
    
    
    1,625Minority interest
    
    
    Provision for income taxes
    
    
    (552
    )Gains on condominium conversion and for-sale residential sales, net of
minority interest and income taxes
    
    $
    1,120
   Impairment
   14




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Our ability to dispose
of our existing inventory of condominium and for-sale residential assets could adversely affect our
results of operations.
 Recent Events
 Management Changes
  Property Disposition
  Financing Activity
   15




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Restructuring Charges
  Distribution
  Competition
 Competition for acquisitions could reduce the number of acquisition opportunities available to
us and result in increased prices for properties, which could adversely affect our return on
properties we purchase
 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
 16




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Insurance
 Uninsured or underinsured losses could
adversely affect our financial condition.
 Employees
  Tax Status
   Available Information
 www.colonialprop.com
 17




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Executive Officers of the Company
  Thomas H. Lowder
 C. Reynolds Thompson, III
 Paul F. Earle
 Ray Hutchinson
 John P. Rigrish
 18




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Jerry A. Brewer
 Bradley P. Sandidge
 19




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Item 1A. Risk Factors
 In connection with the safe harbor provisions of the Private Securities Litigation Reform Act
of 1995, set forth below are cautionary statements identifying important factors that could cause
actual events or results to differ materially from any forward-looking statements made by or on
behalf of us, whether oral or written. We wish to ensure that any forward-looking statements are
accompanied by meaningful cautionary statements in order to maximize to the fullest extent possible
the protections of the safe harbor established in the Private Securities Litigation Reform Act of
1995. Accordingly, any such statements are qualified in their entirety by reference to, and are
accompanied by, the following important factors that could cause actual events or results to differ
materially from our forward-looking statements. If any of the following risks actually occur, our
business, financial condition or results of operations could be negatively affected, and the value
of units could decline.
 These forward-looking statements are based on managements present expectations and beliefs
about future events. As with any projection or forecast, these statements are inherently
susceptible to uncertainty and changes in circumstances. There may be additional risks and
uncertainties not presently known to us or that we currently deem immaterial that also may impair
our business operations. You should not consider this list to be a complete statement of all
potential risks or uncertainties.
 We have separated the risks into the following categories:
 
    
    Risks associated with real estate;
    
    Risks associated with our operations;
    
    Risks associated with our indebtedness and financing activities;
    
    Risks associated with our organization and structure; and
    
    Risks associated with income tax laws.
 Risks Associated with Real Estate
 Recession in the United States and the related downturn in the housing and real estate markets
have adversely affected and may continue to adversely affect our financial condition and results of
operations.
  We face numerous risks associated with the real estate industry that could adversely affect
our results of operations through decreased revenues or increased costs.
  20




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
    
    worsening of national and regional economic conditions, such as those we are currently
experiencing as a result of the ongoing recession as described above, as well as the
deteriorating local economic conditions in our principal market areas;
    
    availability of financing;
    
    the inability of tenants to pay rent;
    
    the existence and quality of the competition, such as the attractiveness of our property
as compared to our competitors properties based on considerations such as convenience of
location, rental rates, amenities and safety record;
    
    increased operating costs, including increased real property taxes, maintenance,
insurance and utilities costs;
    
    weather conditions that may increase or decrease energy costs and other weather-related
expenses;
    
    oversupply of multifamily, office, retail space, or single-family housing or a reduction
in demand for real estate in the markets in which our properties are located;
    
    a favorable interest rate environment that may result in a significant number of
potential tenants of our multifamily properties deciding to purchase homes instead of
renting;
    
    rent control or stabilization laws, or other laws regulating rental housing, which could
prevent us from raising rents to offset increases in operating costs; and
    
    changing trends in the demand by consumers for merchandise offered by retailers
conducting business at our retail properties.
  Increased competition and increased affordability of residential homes could limit our ability
to retain our residents, lease apartment homes or increase or maintain rents.
  We are subject to significant regulation, which could adversely affect our results of
operations through increased costs and/or an inability to pursue business opportunities.
  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.
  21




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Compliance or failure to comply with the Americans with Disabilities Act and Fair Housing Act
could result in substantial costs.
  Risks Associated with Our Operations
 Our revenues are significantly influenced by demand for multifamily properties generally, and
a decrease in such demand will likely have a greater adverse effect on our revenues than if we
owned a more diversified real estate portfolio.
  Our ability to dispose of our existing inventory of condominium and for-sale residential
assets could adversely affect our results of operations.
  
    
    local real estate market conditions, such as oversupply or reduction in demand, may
result in reduced or fluctuating sales;
    
    for-sale properties under development or acquired for development usually generate
little or no cash flow until completion of development and sale of a significant number of
homes or condominium units and may experience operating deficits after the date of
completion and until such homes or condominium units are sold;
    
    we may abandon development or conversion opportunities that we have already begun to
explore, and we may fail to recover expenses already incurred in connection with exploring
any such opportunities;
    
    we may be unable to close on sales of individual units under contract;
    
    buyers may be unable to qualify for financing;
    
    sales prices may be lower than anticipated;
    
    competition from other condominiums and other types of residential housing may result in
reduced or fluctuating sales;
    
    we could be subject to liability claims from condominium associations or others
asserting that construction performed was defective, resulting in litigation and/or
settlement discussions; and
    
    we may be unable to attract sales prices with respect to our for-sale assets that
compensate us for our costs.
  22




---



##### Table of Contents



Our properties may not generate sufficient rental income to pay our expenses if we are unable
to lease our new properties or renew leases or re-lease space at our existing properties as leases
expire, which may adversely affect our operating results.
  
    
    local conditions such as an oversupply of, or reduction in demand for, multifamily,
office or retail properties;
    
    the attractiveness of our properties to residents, shoppers and tenants;
    
    decreases in market rental rates; and
    
    our ability to collect rent from our residents and tenants.
   We may not be able to control our operating costs or our expenses may remain constant or
increase, even if our revenues decrease, causing our results of operations to be adversely
affected.
  
    
    the need to pay for insurance and other operating costs, including real estate taxes,
which could increase over time;
    
    the need periodically to repair, renovate and re-lease space;
    
    the cost of compliance with governmental regulation, including zoning and tax laws;
    
    the potential for liability under applicable laws;
    
    interest rate levels; and
    
    the availability of financing.
   We are subject to increased exposure to economic and other factors due to the concentration of
our properties in the Sunbelt region, and economic downturns, natural disasters or acts of
terrorism in the Sunbelt region could adversely affect our results of operations or financial
condition.
  23




---



##### 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.
   24




---



##### Table of Contents



Costs associated with addressing indoor air quality issues, moisture infiltration and
resulting mold remediation may be costly.
  As the owner or operator of real property, we could become subject to liability for
asbestos-containing building materials in the buildings on our properties.
  Uninsured or underinsured losses could adversely affect our financial condition.
   We may be unable to develop new properties or redevelop existing properties successfully,
which could adversely affect our results of operations due to unexpected costs, delays and other
contingencies.
  
    
    we may be unable to obtain, or face delays in obtaining, necessary zoning, land-use,
building, occupancy, and other required governmental permits and authorizations, which
could result in increased development costs and/or lower than expected leases;
    
    local real estate market conditions, such as oversupply or reduction in demand, may
result in reduced or fluctuating rental rates;
 25




---



##### Table of Contents




    
    we may incur development costs for a property that exceed original estimates due to
increased materials, labor or other costs or unforeseen environmental conditions, which
could make completion of the property uneconomical;
    
    land, insurance and construction costs continue to increase in our markets and may
continue to increase in the future and we may be unable to attract rents that
compensate for these increases in costs;
    
    we may abandon development opportunities that we have already begun to explore, and
we may fail to recover expenses already incurred in connection with exploring any such
opportunities;
    
    rental rates and occupancy levels may be lower than anticipated;
    
    changes in applicable zoning and land use laws may require us to abandon projects
prior to their completion, resulting in the loss of development costs incurred up to
the time of abandonment; and
    
    we may experience late completion because of construction delays, delays in the
receipt of zoning, occupancy and other approvals or other factors outside of our
control.
  Our joint venture investments could be adversely affected by our lack of sole decision-making
authority, our reliance on our joint venture partners financial condition, any disputes that may
arise between us and our joint venture partners and our exposure to potential losses from the
actions of our joint venture partners.
  
    
    we share decision-making authority with some of our joint venture partners regarding
major decisions affecting the ownership or operation of the joint venture and the joint
venture properties, such as the acquisition of properties, the sale of the properties or
the making of additional capital contributions for the benefit of the properties, which may
prevent us from taking actions that are opposed by those joint venture partners;
    
    prior consent of our joint venture partners is required for a sale or transfer to a
third party of our interests in the joint venture, which restricts our ability to dispose
of our interest in the joint venture;
    
    our joint venture partners might become bankrupt or fail to fund their share of required
capital contributions, which may delay construction or development of a joint venture
property or increase our financial commitment to the joint venture;
    
    our joint venture partners may have business interests or goals with respect to the
joint venture properties that conflict with our business interests and goals, which could
increase the likelihood of disputes regarding the ownership, management or disposition of
such properties;
    
    disputes may develop with our joint venture partners over decisions affecting the joint
venture properties or the joint venture, which may result in litigation or arbitration that
would increase our expenses and distract our officers and/or trustees from focusing their
time and effort on our business, and possibly disrupt the day-to-day operations of the
property such as by delaying the implementation of important decisions until the conflict
or dispute is resolved (see, for example, the discussion under Note 20 to our Notes to
Consolidated Financial Statements included in Item 8 of this Form 10-K);
    
    we may suffer losses as a result of the actions of our joint venture partners with
respect to our joint venture investments; and
    
    our joint venture partner may elect to sell or transfer its interests in the joint
venture to a third party, which may result in our loss of management and leasing
responsibilities and fees that we currently receive from the joint venture properties.
 Our results of operations could be adversely affected if we or the Trust are required to
perform under various financial guarantees that we and the Trust have provided with respect to
certain of our joint ventures and retail developments.
  26




---



##### Table of Contents



Competition for acquisitions could reduce the number of acquisition opportunities available to
us and result in increased prices for properties, which could adversely affect our return on
properties we purchase.
  Acquired properties may expose us to unknown liability.
  
    
    liabilities for clean-up of undisclosed environmental contamination;
    
    claims by tenants, vendors or other persons against the former owners of the properties;
    
    liabilities incurred in the ordinary course of business; and
    
    claims for indemnification by general partners, directors, officers and others
indemnified by the former owners of the properties.
 We may be unable to successfully integrate and effectively manage the properties we acquire,
which could adversely affect our results of operations.
  We may not be able to achieve the anticipated financial and operating results from our
acquisitions, which would adversely affect our operating results.
  Failure to succeed in new markets may limit our growth.
  
    
    an inability to evaluate accurately local apartment or for-sale residential housing
market conditions and local economies;
    
    an inability to obtain land for development or to identify appropriate acquisition
opportunities;
    
    an inability to hire and retain key personnel; and
 27




---



##### Table of Contents




    
    lack of familiarity with local governmental and permitting procedures.
 Risks Associated with Our Indebtedness and Financing Activities
 We have substantial indebtedness and our cash flow may not be sufficient to make required
payments on our indebtedness or repay our indebtedness as it matures.
 ,
   Our degree of leverage could limit our ability to obtain additional financing and have other
adverse effects which would negatively impact our results of operation and financial condition.
  Due to the amount of our variable rate debt, rising interest rates would adversely affect our
results of operation.
  We have entered into debt agreements with covenants that restrict our operating activities,
which could adversely affect our results of operations, and violation of these restrictive
covenants could adversely affect our financial condition through debt defaults or acceleration.
  
    
    collateralized debt to total asset value ratio;
    
    fixed charge coverage ratio;
    
    total liabilities to total asset value ratio;
 28




---



##### Table of Contents




    
    total permitted investments to total asset value ratio; and
    
    unencumbered leverage ratio.
  
    
    incur collateralized and unsecured indebtedness;
    
    sell all or substantially all or our assets; and
    
    engage in mergers, consolidations and acquisitions.
  Our inability to obtain sufficient third party financing could adversely affect our results of
operations and financial condition because we depend on third party financing for our capital
needs, including development, expansion, acquisition and other activities.
  Disruptions in the financial markets could adversely affect our ability to obtain sufficient
third party financing for our capital needs, including development, expansion, acquisition and
other activities, on reasonable terms or at all and could have other adverse effects on us and the
market price of the Trusts common shares.
  29




---



##### Table of Contents



Our senior notes do not have an established trading market, therefore, holders of our notes
may not be able to sell their notes.
  A Downgrade in Our Credit Ratings Could Adversely Affect Our Performance
  Risks Associated with Our Organization and Structure
 Some of the Trusts trustees and officers have conflicts of interest and could exercise
influence in a manner inconsistent with the interests of our unitholders.
    Restrictions on the acquisition and change in control of the Trust may have adverse effects on
the value of our common units.
  The Trusts Declaration of Trust contains ownership limits and restrictions on
transferability.
 
    
    9.8%, in either number of shares or value (whichever is more restrictive), of any class
of the Trusts outstanding shares;
    
    5% in number or value (whichever is more restrictive), of the Trusts outstanding common
shares and any outstanding excess shares of the Trust; and
 30




---



##### Table of Contents




    
    in the case of certain excluded holders related to the Lowder family: 29% by one
individual; 34% by two individuals; 39% by three individuals; or 44% by four individuals.
  The Trusts Declaration of Trust permits the Board of Trustees to issue preferred shares with
terms that may discourage a third party from acquiring the Trust.
 The Trusts Declaration of Trust and Bylaws contain other possible anti-takeover provisions.
 
    
    a prohibition on shareholder action by written consent;
    
    the ability to remove trustees only at a meeting of shareholders called for that
purpose, by the affirmative vote of the holders of not less than two-thirds of the shares
then outstanding and entitled to vote in the election of trustees;
    
    the limitation that a special meeting of shareholders can be called only by the
president or chairman of the board or upon the written request of shareholders holding
outstanding shares representing at least 25% of all votes entitled to be cast at the
special meeting;
    
    the advance written notice requirement for shareholders to nominate a trustee or submit
other business before a meeting of shareholders; and
    
    the requirement that the amendment of certain provisions of the Trusts Declaration of
Trust relating to the removal of trustees, the termination of the Trust and any provision
that would have the effect of amending these provisions, require the affirmative vote of
the holders of two-thirds of the shares then outstanding.
 We may change our business policies in the future, which could adversely affect our financial
condition or results of operations.
  We may change our dividend policy.
  31




---



##### Table of Contents



Risks Associated with Income Tax Laws
 The Trusts failure to qualify as a REIT could have adverse tax consequences.
   Even if the Trust qualifies as a REIT, we and our subsidiaries will be required to pay some
taxes.
  If the IRS were to challenge successfully our status as a partnership for federal income tax
purposes, the Trust would cease to qualify as a REIT and suffer other adverse consequences.
  32




---



##### Table of Contents



REIT Distribution Requirements May Increase our Indebtedness.
  
 
 Item 1B. Unresolved Staff Comments.
  
 
 Item 2. Operating Properties.
 General
  Multifamily Properties
   33




---



##### Table of Contents



Consolidated Multifamily Properties
 AverageNumber
    
    
    Approximate
    
    
    
    
    
    
    RentalYear
    
    of
    
    
    Rentable Area
    
    
    Percent
    
    
    RateConsolidated Multifamily Property (1)
    
    Location
    
    Completed (2)
    
    Units (3)
    
    
    (Square Feet)
    
    
    Occupied
    
    
    Per Unit (4)Alabama:CG at Liberty Park
    
    Birmingham
    
    2000
    
    
    300
    
    
    
    338,684
    
    
    
    98.0
    %
    
    $
    948CV at Inverness II & III
    
    Birmingham
    
    1986/1987/1990/1997
    
    
    586
    
    
    
    508,472
    
    
    
    97.1
    %
    
    
    604CV at Trussville
    
    Birmingham
    
    1996
    
    
    376
    
    
    
    410,340
    
    
    
    95.5
    %
    
    
    707CV at Cypress Village
    
    Gulf Shores
    
    2008
    
    
    96
    
    
    
    205,992
    
    
    
    93.8
    %
    
    
    983CG at Edgewater I
    
    Huntsville
    
    1990/1999
    
    
    500
    
    
    
    542,892
    
    
    
    98.0
    %
    
    
    720CG at Madison
    
    Huntsville
    
    2000
    
    
    336
    
    
    
    354,592
    
    
    
    96.1
    %
    
    
    816CV at Ashford Place
    
    Mobile
    
    1983
    
    
    168
    
    
    
    145,600
    
    
    
    95.8
    %
    
    
    636CV at Huntleigh Woods
    
    Mobile
    
    1978
    
    
    233
    
    
    
    198,861
    
    
    
    92.7
    %
    
    
    570Subtotal  Alabama
    
    
    
    
    
    
    2,595
    
    
    
    2,705,433
    
    
    
    96.4
    %
    
    
    722Arizona:CG at Inverness Commons
    
    Scottsdale
    
    2002
    
    
    300
    
    
    
    201,569
    
    
    
    94.7
    %
    
    
    804CG at OldTown Scottsdale North
    
    Scottsdale
    
    1995
    
    
    208
    
    
    
    264,728
    
    
    
    93.8
    %
    
    
    898CG at OldTown Scottsdale South
    
    Scottsdale
    
    1994
    
    
    264
    
    
    
    205,984
    
    
    
    88.3
    %
    
    
    923CG at Scottsdale
    
    Scottsdale
    
    1999
    
    
    180
    
    
    
    305,904
    
    
    
    97.2
    %
    
    
    1,069Subtotal  Arizona
    
    
    
    
    
    
    952
    
    
    
    978,185
    
    
    
    93.2
    %
    
    
    908Florida:CG at Heather Glen
    
    Orlando
    
    2000
    
    
    448
    
    
    
    523,228
    
    
    
    94.9
    %
    
    
    970CG at Heathrow
    
    Orlando
    
    1997
    
    
    312
    
    
    
    353,040
    
    
    
    93.9
    %
    
    
    966CG at Town Park Reserve
    
    Orlando
    
    2004
    
    
    80
    
    
    
    77,416
    
    
    
    96.3
    %
    
    
    1,134CG at Town Park(Lake Mary)
    
    Orlando
    
    2002
    
    
    456
    
    
    
    535,340
    
    
    
    95.8
    %
    
    
    1,014CV at Twin Lakes
    
    Orlando
    
    2004
    
    
    460
    
    
    
    417,808
    
    
    
    93.5
    %
    
    
    871Portofino at Jensen Beach
    (5)
    Port St. Lucie
    
    2002
    
    
    118
    
    
    
    136,670
    
    
    
    89.0
    %
    
    
    840CG at Lakewood Ranch
    
    Sarasota
    
    1999
    
    
    288
    
    
    
    301,656
    
    
    
    99.3
    %
    
    
    978CG at Seven Oaks
    
    Tampa
    
    2004
    
    
    318
    
    
    
    301,684
    
    
    
    97.2
    %
    
    
    885Murano at Delray Beach
    (5)
    West Palm Beach
    
    2002
    
    
    93
    
    
    
    112,273
    
    
    
    95.7
    %
    
    
    1,157Subtotal  Florida
    
    
    
    
    
    
    2,573
    
    
    
    2,759,115
    
    
    
    95.3
    %
    
    
    956Georgia:CG at Barrett Creek
    
    Atlanta
    
    1999
    
    
    332
    
    
    
    309,962
    
    
    
    92.8
    %
    
    
    803CG at Berkeley Lake
    
    Atlanta
    
    1998
    
    
    180
    
    
    
    244,217
    
    
    
    97.2
    %
    
    
    933CG at McDaniel Farm
    
    Atlanta
    
    1997
    
    
    425
    
    
    
    450,696
    
    
    
    94.1
    %
    
    
    785CG at McGinnis Ferry
    
    Atlanta
    
    1997
    
    
    434
    
    
    
    509,455
    
    
    
    91.7
    %
    
    
    876CG at Mount Vernon
    
    Atlanta
    
    1997
    
    
    213
    
    
    
    257,180
    
    
    
    96.7
    %
    
    
    1,080CG at Pleasant Hill
    
    Atlanta
    
    1996
    
    
    502
    
    
    
    501,816
    
    
    
    94.0
    %
    
    
    794CG at River Oaks
    
    Atlanta
    
    1992
    
    
    216
    
    
    
    276,208
    
    
    
    96.8
    %
    
    
    888CG at River Plantation
    
    Atlanta
    
    1994
    
    
    232
    
    
    
    310,364
    
    
    
    95.3
    %
    
    
    893CG at Shiloh
    
    Atlanta
    
    2002
    
    
    498
    
    
    
    533,243
    
    
    
    97.8
    %
    
    
    841CG at Sugarloaf
    
    Atlanta
    
    2002
    
    
    250
    
    
    
    328,558
    
    
    
    96.4
    %
    
    
    903CG at Godley Station I
    
    Savannah
    
    2005
    
    
    312
    
    
    
    337,344
    
    
    
    93.9
    %
    
    
    858CG at Hammocks
    
    Savannah
    
    1997
    
    
    308
    
    
    
    323,844
    
    
    
    92.9
    %
    
    
    929CV at Godley Lake
    (6)
    Savannah
    
    2008
    
    
    288
    
    
    
    269,504
    
    
    LU
    
    
    700CV at Greentree
    
    Savannah
    
    1984
    
    
    194
    
    
    
    165,216
    
    
    
    88.1
    %
    
    
    717CV at Huntington
    
    Savannah
    
    1986
    
    
    147
    
    
    
    121,112
    
    
    
    88.4
    %
    
    
    735CV at Marsh Cove
    
    Savannah
    
    1983
    
    
    188
    
    
    
    197,200
    
    
    
    91.0
    %
    
    
    784Subtotal  Georgia
    
    
    
    
    
    
    4,719
    
    
    
    5,135,919
    
    
    
    94.1
    %
    
    
    851Nevada:CG at Desert Vista
    (7)
    Las Vegas
    
    Dev
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Subtotal  Nevada
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 34




---



##### Table of Contents



AverageNumber
    
    
    Approximate
    
    
    
    
    
    
    RentalYear
    
    of
    
    
    Rentable Area
    
    
    Percent
    
    
    RateConsolidated Multifamily Property (1)
    
    Location
    
    Completed (2)
    
    Units (3)
    
    
    (Square Feet)
    
    
    Occupied
    
    
    Per Unit (4)North Carolina:CV at Pinnacle Ridge
    
    Asheville
    
    1948/1985
    
    
    166
    
    
    
    146,856
    
    
    
    98.2
    %
    
    
    695CG at Ayrsley
    
    Charlotte
    
    2008
    
    
    368
    
    
    
    371,652
    
    
    
    92.9
    %
    
    
    877CG at Beverly Crest
    
    Charlotte
    
    1996
    
    
    300
    
    
    
    278,685
    
    
    
    95.3
    %
    
    
    746CG at Huntersville
    
    Charlotte
    
    2008
    
    
    250
    
    
    
    247,908
    
    
    
    94.8
    %
    
    
    848CG at Legacy Park
    
    Charlotte
    
    2001
    
    
    288
    
    
    
    300,768
    
    
    
    96.2
    %
    
    
    762CG at Mallard Creek
    
    Charlotte
    
    2004
    
    
    252
    
    
    
    232,646
    
    
    
    98.0
    %
    
    
    798CG at Mallard Lake
    
    Charlotte
    
    1998
    
    
    302
    
    
    
    300,806
    
    
    
    96.7
    %
    
    
    765CG at Matthews Commons
    (6)
    Charlotte
    
    2008
    
    
    216
    
    
    
    205,200
    
    
    LU
    
    
    CG at University Center
    
    Charlotte
    
    2006
    
    
    156
    
    
    
    167,051
    
    
    
    96.8
    %
    
    
    768CV at Chancellor Park
    
    Charlotte
    
    1996
    
    
    340
    
    
    
    326,560
    
    
    
    90.9
    %
    
    
    727CV at Charleston Place
    
    Charlotte
    
    1986
    
    
    214
    
    
    
    172,405
    
    
    
    94.4
    %
    
    
    577CV at Greystone
    
    Charlotte
    
    1998/2000
    
    
    408
    
    
    
    386,988
    
    
    
    87.5
    %
    
    
    637CV at Matthews
    
    Charlotte
    
    1990
    
    
    270
    
    
    
    255,712
    
    
    
    95.2
    %
    
    
    751CV at Meadow Creek
    
    Charlotte
    
    1984
    
    
    250
    
    
    
    230,430
    
    
    
    92.4
    %
    
    
    631CV at South Tryon
    
    Charlotte
    
    2002
    
    
    216
    
    
    
    236,088
    
    
    
    85.2
    %
    
    
    729CV at Stone Point
    
    Charlotte
    
    1986
    
    
    192
    
    
    
    172,992
    
    
    
    93.2
    %
    
    
    685CV at Timber Crest
    
    Charlotte
    
    2000
    
    
    282
    
    
    
    273,408
    
    
    
    94.3
    %
    
    
    675Enclave
    (6)
    Charlotte
    
    2008
    
    
    85
    
    
    
    109,179
    
    
    LU
    
    
    Heatherwood
    
    Charlotte
    
    1980
    
    
    476
    
    
    
    438,563
    
    
    
    89.1
    %
    
    
    616Autumn Park I & II
    
    Greensboro
    
    2001/2004
    
    
    402
    
    
    
    403,776
    
    
    
    93.5
    %
    
    
    755CG at Arringdon
    
    Raleigh
    
    2003
    
    
    320
    
    
    
    311,200
    
    
    
    95.6
    %
    
    
    781CG at Crabtree Valley
    
    Raleigh
    
    1997
    
    
    210
    
    
    
    209,670
    
    
    
    92.4
    %
    
    
    746CG at Patterson Place
    
    Raleigh
    
    1997
    
    
    252
    
    
    
    236,756
    
    
    
    95.6
    %
    
    
    807CG at Trinity Commons
    
    Raleigh
    
    2000/2002
    
    
    462
    
    
    
    484,404
    
    
    
    93.3
    %
    
    
    779CV at Deerfield
    
    Raleigh
    
    1985
    
    
    204
    
    
    
    198,180
    
    
    
    97.1
    %
    
    
    721CV at Highland Hills
    
    Raleigh
    
    1987
    
    
    250
    
    
    
    262,639
    
    
    
    96.8
    %
    
    
    697CV at Woodlake
    (8)
    Raleigh
    
    1996
    
    
    266
    
    
    
    255,124
    
    
    
    93.6
    %
    
    
    678CG at Wilmington
    
    Wilmington
    
    1998/2002
    
    
    390
    
    
    
    355,896
    
    
    
    90.0
    %
    
    
    726CV at Mill Creek
    
    Winston-Salem
    
    1984
    
    
    220
    
    
    
    209,680
    
    
    
    90.9
    %
    
    
    594Glen Eagles I & II
    
    Winston-Salem
    
    1990/2000
    
    
    310
    
    
    
    312,320
    
    
    
    91.0
    %
    
    
    651Subtotal  North Carolina
    
    
    
    
    
    
    8,317
    
    
    
    8,093,542
    
    
    
    93.2
    %
    
    
    724South Carolina:CG at Cypress Cove
    
    Charleston
    
    2001
    
    
    264
    
    
    
    303,996
    
    
    
    93.6
    %
    
    
    879CG at Quarterdeck
    
    Charleston
    
    1987
    
    
    230
    
    
    
    218,880
    
    
    
    93.5
    %
    
    
    886CV at Hampton Pointe
    
    Charleston
    
    1986
    
    
    304
    
    
    
    314,600
    
    
    
    86.8
    %
    
    
    765CV at Waters Edge
    
    Charleston
    
    1985
    
    
    204
    
    
    
    187,640
    
    
    
    95.6
    %
    
    
    698CV at Westchase
    
    Charleston
    
    1985
    
    
    352
    
    
    
    258,170
    
    
    
    90.6
    %
    
    
    656CV at Windsor Place
    
    Charleston
    
    1985
    
    
    224
    
    
    
    213,440
    
    
    
    90.2
    %
    
    
    714Subtotal  South Carolina
    
    
    
    
    
    
    1,578
    
    
    
    1,496,726
    
    
    
    91.4
    %
    
    
    761Tennessee:CG at Bellevue
    
    Nashville
    
    1996
    
    
    349
    
    
    
    344,954
    
    
    
    96.0
    %
    
    
    879Subtotal  Tennessee
    
    
    
    
    
    
    349
    
    
    
    344,954
    
    
    
    96.0
    %
    
    
    879Texas:Ashton Oaks
    (7)
    Austin
    
    Dev
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    CG at Onion Creek
    (7)
    Austin
    
    Dev
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    CG at Round Rock
    
    Austin
    
    2006
    
    
    422
    
    
    
    429,645
    
    
    
    94.3
    %
    
    
    808CG at Silverado
    
    Austin
    
    2004
    
    
    238
    
    
    
    239,668
    
    
    
    94.1
    %
    
    
    781CG at Silverado Reserve
    
    Austin
    
    2006
    
    
    256
    
    
    
    266,146
    
    
    
    95.3
    %
    
    
    837CV at Canyon Hills
    
    Austin
    
    1996
    
    
    229
    
    
    
    183,056
    
    
    
    94.3
    %
    
    
    701CV at Quarry Oaks
    
    Austin
    
    1996
    
    
    533
    
    
    
    469,899
    
    
    
    96.6
    %
    
    
    709CV at Sierra Vista
    
    Austin
    
    1999
    
    
    232
    
    
    
    205,604
    
    
    
    94.4
    %
    
    
    687Brookfield
    
    Dallas
    
    1984
    
    
    232
    
    
    
    165,672
    
    
    
    94.8
    %
    
    
    551CG at Valley Ranch
    
    Dallas
    
    1997
    
    
    396
    
    
    
    462,104
    
    
    
    93.4
    %
    
    
    1,039CV at Main Park
    
    Dallas
    
    1984
    
    
    192
    
    
    
    180,258
    
    
    
    95.8
    %
    
    
    757CV at Oakbend
    
    Dallas
    
    1996
    
    
    426
    
    
    
    382,751
    
    
    
    94.4
    %
    
    
    738CV at Vista Ridge
    
    Dallas
    
    1985
    
    
    300
    
    
    
    237,468
    
    
    
    98.3
    %
    
    
    606Paces Cove
    
    Dallas
    
    1982
    
    
    328
    
    
    
    219,726
    
    
    
    92.4
    %
    
    
    514Remington Hills
    
    Dallas
    
    1984
    
    
    362
    
    
    
    346,592
    
    
    
    95.3
    %
    
    
    759Summer Tree
    
    Dallas
    
    1980
    
    
    232
    
    
    
    136,272
    
    
    
    97.8
    %
    
    
    508CG at Bear Creek
    
    Fort Worth
    
    1998
    
    
    436
    
    
    
    395,137
    
    
    
    96.8
    %
    
    
    849CV at Grapevine I & II
    
    Fort Worth
    
    1985
    
    
    450
    
    
    
    387,244
    
    
    
    96.2
    %
    
    
    708CV at North Arlington
    
    Fort Worth
    
    1985
    
    
    240
    
    
    
    190,540
    
    
    
    94.2
    %
    
    
    611CV at Shoal Creek
    
    Fort Worth
    
    1996
    
    
    408
    
    
    
    381,756
    
    
    
    95.3
    %
    
    
    792CV at Willow Creek
    
    Fort Worth
    
    1996
    
    
    478
    
    
    
    426,764
    
    
    
    96.4
    %
    
    
    782Subtotal  Texas
    
    
    
    
    
    
    6,390
    
    
    
    5,706,302
    
    
    
    95.4
    %
    
    
    738
 35




---



##### Table of Contents



AverageNumber
    
    
    Approximate
    
    
    
    
    
    
    RentalYear
    
    of
    
    
    Rentable Area
    
    
    Percent
    
    
    RateConsolidated Multifamily Property (1)
    
    Location
    
    Completed (2)
    
    Units (3)
    
    
    (Square Feet)
    
    
    Occupied
    
    
    Per Unit (4)Virginia:Autumn Hill
    (9)
    Charlottesville
    
    1970
    
    
    425
    
    
    
    369,664
    
    
    
    72.5
    %
    
    
    751CV at Harbour Club
    
    Norfolk
    
    1988
    
    
    213
    
    
    
    193,163
    
    
    
    93.4
    %
    
    
    879CV at Tradewinds
    
    Norfolk
    
    1988
    
    
    284
    
    
    
    279,884
    
    
    
    91.2
    %
    
    
    819Ashley Park
    
    Richmond
    
    1988
    
    
    272
    
    
    
    194,464
    
    
    
    88.2
    %
    
    
    728CR at West Franklin
    (10)
    Richmond
    
    1964/1965
    
    
    332
    
    
    
    169,854
    
    
    
    95.8
    %
    
    
    764CV at Chase Gayton
    
    Richmond
    
    1984
    
    
    328
    
    
    
    311,266
    
    
    
    97.0
    %
    
    
    827CV at Hampton Glen
    
    Richmond
    
    1986
    
    
    232
    
    
    
    177,760
    
    
    
    99.1
    %
    
    
    865CV at Waterford
    
    Richmond
    
    1989
    
    
    312
    
    
    
    288,840
    
    
    
    96.8
    %
    
    
    861CV at West End
    
    Richmond
    
    1987
    
    
    224
    
    
    
    156,332
    
    
    
    99.1
    %
    
    
    799CV at Greenbrier
    
    Washington DC
    
    1980
    
    
    258
    
    
    
    217,245
    
    
    
    97.7
    %
    
    
    914Subtotal  Virginia
    
    
    
    
    
    
    2,880
    
    
    
    2,358,472
    
    
    
    91.9
    %
    
    
    815TOTAL
    
    
    
    
    
    
    30,353
    
    
    
    29,578,648
    
    
    
    94.1
    %
    
    $
    784
 
 (1)
    
    All properties are 100% owned by us, including three properties that are in lease-up and
three that are currently being developed. In the listing of multifamily property names, CG
has been used as an abbreviation for Colonial Grand, CV as an abbreviation for Colonial
Village and CR as an abbreviation for Colonial Reserve.(2)
    
    Represents year initially completed or, where applicable, year(s) in which additional phases
were completed at the property.(3)
    
    Units (in this table only) refer to multifamily apartment units. Number of units includes
all apartment units occupied or available for occupancy at December 31, 2008.(4)
    
    Represents weighted average rental rate per unit of the 100 consolidated multifamily
properties, excluding the three properties in lease-up, at December 31, 2008.(5)
    
    These properties were previously condominium projects. During the second quarter of 2008,
the Company made the decision to lease all remaining unsold units.(6)
    
    These properties are currently in lease-up and are not included in the Percent Occupied and
Average Rental Rate per Unit Totals.(7)
    
    These properties are currently in development and are not included in the Percent Occupied
and Average Rental Rate per Unit Totals.(8)
    
    This property was renamed during 2008 from Parkside at Woodlake to CV at Woodlake.(9)
    
    This property was renamed during 2008 from Trophy Chase I & II to Autumn Hill(10)
    
    This property was renamed during 2008 from Trolley Square East & West to CR at West Franklin.  36




---



##### Table of Contents



Unconsolidated
Multifamily Properties
 AverageNumber
    
    
    Approximate
    
    
    
    
    
    
    RentalYear
    
    of
    
    
    Rentable Area
    
    
    Percent
    
    
    RateUnconsolidated Multifamily Property (1)
    
    Location
    
    Completed (2)
    
    Units (3)
    
    
    (Square Feet)
    
    
    Occupied
    
    
    Per Unit (4)Alabama:CG at Mountain Brook
    
    Birmingham
    
    1987/1991
    
    
    392
    
    
    
    392,700
    
    
    
    95.9
    %
    
    $
    720Colony Woods
    
    Birmingham
    
    1988
    
    
    414
    
    
    
    450,682
    
    
    
    98.1
    %
    
    
    685CV at Rocky Ridge
    
    Birmingham
    
    1984
    
    
    226
    
    
    
    258,900
    
    
    
    95.1
    %
    
    
    693The Grove at Riverchase
    
    Birmingham
    
    1996
    
    
    345
    
    
    
    327,223
    
    
    
    94.8
    %
    
    
    742CG at Traditions
    (5)
    Gulf Shores
    
    2007
    
    
    324
    
    
    
    321,744
    
    
    LU
    
    
    Subtotal  Alabama
    
    
    
    
    
    
    1,701
    
    
    
    1,751,249
    
    
    
    96.2
    %
    
    
    711Florida:CG at Palma Sola
    
    Sarasota
    
    1992
    
    
    340
    
    
    
    293,272
    
    
    
    95.3
    %
    
    
    777Subtotal  Florida
    
    
    
    
    
    
    340
    
    
    
    293,272
    
    
    
    95.3
    %
    
    
    777Georgia:CG at Huntcliff
    
    Atlanta
    
    1997
    
    
    358
    
    
    
    364,633
    
    
    
    96.4
    %
    
    
    902Subtotal  Georgia
    
    
    
    
    
    
    358
    
    
    
    364,633
    
    
    
    96.4
    %
    
    
    902North Carolina:CG at Research Park (Durham)
    
    Raleigh
    
    2002
    
    
    370
    
    
    
    377,050
    
    
    
    94.3
    %
    
    
    775CV at Cary
    
    Raleigh
    
    1995
    
    
    319
    
    
    
    400,127
    
    
    
    91.2
    %
    
    
    868Subtotal  North Carolina
    
    
    
    
    
    
    689
    
    
    
    777,177
    
    
    
    92.9
    %
    
    
    818Tennessee:CG at Brentwood
    
    Nashville
    
    1995
    
    
    254
    
    
    
    286,922
    
    
    
    96.1
    %
    
    
    983Subtotal  Tennessee
    
    
    
    
    
    
    254
    
    
    
    286,922
    
    
    
    96.1
    %
    
    
    983Texas:CG at Canyon Creek
    
    Austin
    
    2007
    
    
    336
    
    
    
    348,960
    
    
    
    93.5
    %
    
    
    872Cunningham
    
    Austin
    
    2000
    
    
    280
    
    
    
    258,294
    
    
    
    92.5
    %
    
    
    754Belterra
    
    Fort Worth
    
    2006
    
    
    288
    
    
    
    278,292
    
    
    
    91.0
    %
    
    
    882Subtotal  Texas
    
    
    
    
    
    
    904
    
    
    
    885,546
    
    
    
    92.4
    %
    
    
    839TOTAL
    
    
    
    
    
    
    4,246
    
    
    
    4,358,799
    
    
    
    92.3
    %
    
    $
    800
 
 (1)
    
    We hold between a 5%  35% non-controlling interest in these unconsolidated joint ventures.
In the listing of multifamily property names, CG has been used as an abbreviation for Colonial
Grand and CV as an abbreviation for Colonial Village.(2)
    
    Represents year initially completed or, where applicable, year(s) in which additional phases
were completed at the property.(3)
    
    For the purposes of this table, units refer to multifamily apartment units. Number of units
includes all apartment units occupied or available for occupancy at December 31, 2008.(4)
    
    Represents weighted average rental rate per unit of the 12 unconsolidated multifamily
properties not in lease-up at December 31, 2008.(5)
    
    This property is currently in lease-up and is not included in the Percent Occupied and
Average Rental Rate per Unit totals.  Average BaseNumber
    
    Percent
    
    Rental RateYear-End
    
    of Units
    
    Leased (1)
    
    Per Unit (1)December 31, 2008
    
    
    30,353
    
    
    
    94.1
    %
    
    $
    784December 31, 2007
    
    
    30,371
    
    
    
    96.0
    %
    
    
    880December 31, 2006
    
    
    32,715
    
    
    
    95.5
    %
    
    
    851December 31, 2005
    
    
    34,272
    
    
    
    95.3
    %
    
    
    817December 31, 2004
    
    
    15,489
    
    
    
    94.7
    %
    
    
    851
 
 (1)
    
    Represents weighted average occupancy of the multifamily properties that had achieved
stabilized occupancy at the end of the respective period (excluding three properties in
lease-up at December 31, 2008). 37




---



##### Table of Contents



Average BaseNumber
    
    Percent
    
    Rental RateYear-End
    
    of Units
    
    Leased (1)
    
    Per Unit (1)December 31, 2008
    
    
    4,246
    
    
    
    92.3
    %
    
    $
    800December 31, 2007
    
    
    5,943
    
    
    
    96.1
    %
    
    
    803December 31, 2006
    
    
    5,396
    
    
    
    94.6
    %
    
    
    746December 31, 2005
    
    
    10,065
    
    
    
    95.1
    %
    
    
    666December 31, 2004
    
    
    9,520
    
    
    
    90.0
    %
    
    
    324
 
 (1)
    
    Represents weighted average occupancy of the multifamily properties that had achieved
stabilized occupancy at the end of the respective period (excluding four properties in
lease-up at December 31, 2008). Office Properties
   Consolidated Office Properties
 Average BaseNet Rentable
    
    
    
    
    
    
    Total
    
    
    Rent PerYear
    
    Area
    
    
    Percent
    
    
    Annualized
    
    
    LeasedConsolidated Office Property (1)
    
    Location
    
    Completed (2)
    
    Square Feet
    
    
    Leased
    
    
    Base Rent (3)
    
    
    Square FootAlabama:Colonial Center Brookwood Village
    
    Birmingham
    
    2007
    
    
    169,256
    
    
    
    99.3
    %
    
    $
    4,926,839
    
    
    $
    29.31Subtotal-Alabama
    
    
    
    
    
    
    169,256
    
    
    
    99.3
    %
    
    
    4,926,839
    
    
    
    29.31Florida:Town Park 400
    (4)
    Orlando
    
    2008
    
    
    175,674
    
    
    LU
    
    
    
    
    
    
    Subtotal-Florida
    
    
    
    
    
    
    175,674
    
    
    
    
    
    
    
    
    
    
    
    North Carolina:Metropolitan Midtown
    (4)
    Charlotte
    
    2008
    
    
    161,693
    
    
    LU
    
    
    
    
    
    
    Subtotal-North Carolina
    
    
    
    
    
    
    161,693
    
    
    
    
    
    
    
    
    
    
    
    TOTAL
    
    
    
    
    
    
    506,623
    
    
    
    99.3
    %
    
    $
    4,926,839
    
    
    $
    29.31
 
 (1)
    
    At December 31, 2008, the three of the properties listed above are 100% owned by us,
including two that are currently in lease-up.(2)
    
    Represents year initially completed or, where applicable, most recent year in which the
property was substantially renovated or in which an additional phase of the property was
completed.(3)
    
    Total Annualized Base Rent includes all base rents at our wholly-owned properties for leases
in place at December 31, 2008.(4)
    
    This property is currently in lease-up and is not included in the Percent Leased and Average
Base Rent per Leased Square Foot property totals. 38




---



##### Table of Contents



Unconsolidated Office Properties
 Average BaseNet Rentable
    
    
    
    
    
    
    Total
    
    
    Rent PerYear
    
    Area
    
    
    Percent
    
    
    Annualized
    
    
    LeasedUnconsolidated Office Property (1)
    
    Location
    
    Completed (2)
    
    Square Feet
    
    
    Leased
    
    
    Base Rent (3)
    
    
    Square FootAlabama:Colonial Center Blue Lake
    
    Birmingham
    
    1982-2005
    
    
    166,944
    
    
    
    83.4
    %
    
    $
    2,832,643
    
    
    $
    20.61Colonial Center Colonnade
    
    Birmingham
    
    1989/99
    
    
    419,387
    
    
    
    98.1
    %
    
    
    8,951,165
    
    
    
    21.82Riverchase Center
    
    Birmingham
    
    1985
    
    
    306,143
    
    
    
    95.0
    %
    
    
    3,089,438
    
    
    
    10.70Land Title Bldg.
    
    Birmingham
    
    1975
    
    
    29,987
    
    
    
    100.0
    %
    
    
    409,208
    
    
    
    13.65International Park
    
    Birmingham
    
    1987/99
    
    
    210,984
    
    
    
    94.2
    %
    
    
    3,906,811
    
    
    
    20.29Independence Plaza
    
    Birmingham
    
    1979-2000
    
    
    106,216
    
    
    
    94.8
    %
    
    
    1,822,843
    
    
    
    18.74Colonial Plaza
    
    Birmingham
    
    1999
    
    
    170,850
    
    
    
    88.8
    %
    
    
    2,703,997
    
    
    
    18.31Colonial Center Lakeside
    (4)
    Huntsville
    
    1989/90
    
    
    122,162
    
    
    
    97.9
    %
    
    
    2,134,446
    
    
    
    17.47Colonial Center Research Park
    (4)
    Huntsville
    
    1999
    
    
    133,750
    
    
    
    100.0
    %
    
    
    2,437,553
    
    
    
    18.43Colonial Center Research Place
    (4)
    Huntsville
    
    1979/84/88
    
    
    272,558
    
    
    
    76.6
    %
    
    
    2,660,518
    
    
    
    12.74DRS Building
    (4)
    Huntsville
    
    1972/86/90/03
    
    
    215,485
    
    
    
    100.0
    %
    
    
    1,923,432
    
    
    
    8.93Regions Center
    (4)
    Huntsville
    
    1990
    
    
    154,297
    
    
    
    98.7
    %
    
    
    2,865,601
    
    
    
    19.50Perimeter Corporate Park
    (4)
    Huntsville
    
    1986/89
    
    
    234,851
    
    
    
    94.1
    %
    
    
    4,031,607
    
    
    
    18.33Progress Center
    (4)
    Huntsville
    
    1987/89
    
    
    221,992
    
    
    
    88.6
    %
    
    
    2,531,980
    
    
    
    12.88Research Park Office Center
    (4)
    Huntsville
    
    1998/99
    
    
    236,453
    
    
    
    94.7
    %
    
    
    2,778,868
    
    
    
    12.41Northrop Grumman
    (4)
    Huntsville
    
    2007
    
    
    110,275
    
    
    
    100.0
    %
    
    
    1,517,466
    
    
    
    13.76Subtotal-Alabama
    
    
    
    
    
    
    3,112,334
    
    
    
    93.3
    %
    
    
    46,597,576
    
    
    
    16.20Florida:Broward Financial Center
    
    Ft Lauderdale
    
    1986
    
    
    326,186
    
    
    
    78.3
    %
    
    
    6,513,967
    
    
    
    28.95Baymeadows Way
    
    Jacksonville
    
    1989/90/98
    
    
    224,281
    
    
    
    100.0
    %
    
    
    2,130,669
    
    
    
    9.50Jacksonville Baymeadows
    
    Jacksonville
    
    1999
    
    
    751,926
    
    
    
    88.3
    %
    
    
    8,851,508
    
    
    
    13.51Jacksonville JTB
    
    Jacksonville
    
    2001
    
    
    416,773
    
    
    
    89.5
    %
    
    
    4,978,765
    
    
    
    13.74901 Maitland Center
    
    Orlando
    
    1985
    
    
    155,822
    
    
    
    71.2
    %
    
    
    2,256,793
    
    
    
    20.50Colonial Center at TownPark
    
    Orlando
    
    2001
    
    
    657,844
    
    
    
    97.2
    %
    
    
    13,166,372
    
    
    
    21.63Colonial Center Heathrow
    
    Orlando
    
    1988/96/97/98/99/2000/2001
    
    
    922,266
    
    
    
    88.9
    %
    
    
    16,059,489
    
    
    
    19.85Colonial TownPark Office
    
    Orlando
    
    2004
    
    
    37,970
    
    
    
    84.8
    %
    
    
    782,627
    
    
    
    24.31Orlando Central
    
    Orlando
    
    1980
    
    
    625,635
    
    
    
    74.0
    %
    
    
    8,447,666
    
    
    
    18.50Orlando Lake Mary
    
    Orlando
    
    1999
    
    
    304,547
    
    
    
    74.2
    %
    
    
    4,000,555
    
    
    
    17.80Orlando University
    
    Orlando
    
    2001
    
    
    386,400
    
    
    
    83.6
    %
    
    
    6,489,883
    
    
    
    20.18Colonial Center at Bayside
    
    Tampa
    
    1988/94/97
    
    
    212,896
    
    
    
    76.9
    %
    
    
    3,224,626
    
    
    
    19.69Colonial Place I & II
    
    Tampa
    
    1984/1986
    
    
    371,674
    
    
    
    86.7
    %
    
    
    8,213,079
    
    
    
    25.32Concourse Center
    
    Tampa
    
    1982-2005/1983-2003/1984
    
    
    294,369
    
    
    
    88.1
    %
    
    
    5,073,055
    
    
    
    20.08Subtotal-Florida
    
    
    
    
    
    
    5,688,589
    
    
    
    85.7
    %
    
    
    90,189,054
    
    
    
    18.96Georgia:Colonial Center at Mansell Overlook JV
    
    Atlanta
    
    1987/96/97/00
    
    
    653,040
    
    
    
    98.2
    %
    
    
    13,501,086
    
    
    
    21.57Shoppes & Lakeside at Mansell JV
    
    Atlanta
    
    1996/97/05
    
    
    35,748
    
    
    
    73.8
    %
    
    
    689,071
    
    
    
    26.10The Peachtree
    
    Atlanta
    
    1989
    
    
    316,635
    
    
    
    92.6
    %
    
    
    5,425,020
    
    
    
    23.43Atlantic Center Plaza
    
    Atlanta
    
    2001
    
    
    499,725
    
    
    
    91.5
    %
    
    
    13,597,550
    
    
    
    30.74Atlanta Chamblee
    
    Atlanta
    
    2000
    
    
    1,139,373
    
    
    
    89.7
    %
    
    
    20,002,151
    
    
    
    19.83Atlanta Perimeter
    
    Atlanta
    
    1985
    
    
    182,036
    
    
    
    85.2
    %
    
    
    2,933,059
    
    
    
    19.43McGinnis Park
    
    Atlanta
    
    2001
    
    
    201,421
    
    
    
    74.9
    %
    
    
    2,791,600
    
    
    
    18.94Ravinia 3
    
    Atlanta
    
    1991
    
    
    812,578
    
    
    
    92.2
    %
    
    
    13,610,266
    
    
    
    18.54Subtotal-Georgia
    
    
    
    
    
    
    3,840,556
    
    
    
    91.0
    %
    
    
    72,549,803
    
    
    
    21.59
 39




---



##### Table of Contents



Average BaseNet Rentable
    
    
    
    
    
    
    Total
    
    
    Rent PerYear
    
    Area
    
    
    Percent
    
    
    Annualized
    
    
    LeasedUnconsolidated Office Property (1)
    
    Location
    
    Completed (2)
    
    Square Feet
    
    
    Leased
    
    
    Base Rent (3)
    
    
    Square FootNorth Carolina:Esplanade
    
    Charlotte
    
    1981/2007
    
    
    202,810
    
    
    
    83.0
    %
    
    
    3,111,935
    
    
    
    19.29Charlotte University
    
    Charlotte
    
    1999
    
    
    182,989
    
    
    
    78.0
    %
    
    
    2,755,046
    
    
    
    19.30Subtotal-North Carolina
    
    
    
    
    
    
    385,799
    
    
    
    80.6
    %
    
    
    5,866,981
    
    
    
    19.29Tennessee:Germantown Center
    
    Memphis
    
    1999
    
    
    535,756
    
    
    
    82.2
    %
    
    
    8,396,407
    
    
    
    19.43Subtotal-Tennessee
    
    
    
    
    
    
    535,756
    
    
    
    82.2
    %
    
    
    8,396,407
    
    
    
    19.43Texas:Research Park Plaza III and IV
    
    Austin
    
    2001
    
    
    357,689
    
    
    
    100.0
    %
    
    
    7,939,130
    
    
    
    22.20Signature Place
    
    Dallas
    
    1983/86
    
    
    436,079
    
    
    
    77.3
    %
    
    
    6,000,745
    
    
    
    17.94Post Oak
    
    Houston
    
    1982
    
    
    1,200,389
    
    
    
    93.7
    %
    
    
    22,188,362
    
    
    
    20.47Westchase
    
    Houston
    
    2000
    
    
    184,259
    
    
    
    93.3
    %
    
    
    3,978,554
    
    
    
    23.40Subtotal-Texas
    
    
    
    
    
    
    2,178,416
    
    
    
    91.4
    %
    
    
    40,106,791
    
    
    
    18.84TOTAL
    
    
    
    
    
    
    15,741,450
    
    
    
    89.1
    %
    
    $
    263,706,612
    
    
    $
    19.30
 
 (1)
    
    We hold between a 10%  15% non-controlling interest in these unconsolidated joint ventures.(2)
    
    Represents year initially completed or, where applicable, most recent year in which the
property was substantially renovated or in which an additional phase of the property was
completed.(3)
    
    Total Annualized Base Rent includes all base rents at our partially-owned properties for
leases in place at December 31, 2008.(4)
    
    We acquired a 40% interest (of which 30% was owned by CPSI, our taxable REIT subsidiary) in
three separate tenancy in common (TIC) investments of the same nine properties during
November 2007. Since the inception of this joint venture, we disposed of portions of our
interest through a series of 10 transactions. As a result of these transactions, as of
December 31, 2008, our interest has effectively been reduced to 10%.  Net Rentable
    
    
    Annualized
    
    
    Percent of TotalYear of
    
    Number of
    
    
    Area Of
    
    
    Base Rent of
    
    
    Annual Base RentLease
    
    Tenants with
    
    
    Expiring Leases
    
    
    Expiring
    
    
    Represented byExpiration
    
    Expiring Leases
    
    
    (Square Feet) (1)
    
    
    Leases (1)(2)
    
    
    Expiring Leases (1)2009
    
    
    1
    
    
    
    6,687
    
    
    
    238,929
    
    
    
    2.8
    %2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2011
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2012
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2013
    
    
    6
    
    
    
    65,540
    
    
    
    1,555,059
    
    
    
    18.2
    %2014
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Thereafter
    
    
    11
    
    
    
    294,584
    
    
    
    6,756,833
    
    
    
    79.0
    %18
    
    
    
    366,811
    
    
    $
    8,550,821
    
    
    
    100.0
    %
 
 (1)
    
    Excludes approximately 139,812 square feet of space not leased as of December 31, 2008.(2)
    
    Annualized base rent is calculated using base rents as of December 31, 2008. 40




---



##### Table of Contents



Net Rentable
    
    
    Annualized
    
    
    Percent of TotalYear of
    
    Number of
    
    
    Area Of
    
    
    Base Rent of
    
    
    Annual Base RentLease
    
    Tenants with
    
    
    Expiring Leases
    
    
    Expiring
    
    
    Represented byExpiration
    
    Expiring Leases
    
    
    (Square Feet) (1)
    
    
    Leases (1)(2)
    
    
    Expiring Leases (1)2009
    
    
    316
    
    
    
    2,162,333
    
    
    $
    37,429,836
    
    
    
    14.6
    %2010
    
    
    278
    
    
    
    1,636,208
    
    
    
    30,756,239
    
    
    
    12.0
    %2011
    
    
    253
    
    
    
    2,078,425
    
    
    
    40,016,241
    
    
    
    15.6
    %2012
    
    
    166
    
    
    
    2,406,896
    
    
    
    48,756,422
    
    
    
    19.0
    %2013
    
    
    123
    
    
    
    1,408,942
    
    
    
    30,296,286
    
    
    
    11.8
    %2014
    
    
    58
    
    
    
    1,487,623
    
    
    
    24,810,715
    
    
    
    9.6
    %2015
    
    
    33
    
    
    
    827,337
    
    
    
    13,010,513
    
    
    
    5.1
    %2016
    
    
    16
    
    
    
    434,024
    
    
    
    8,650,391
    
    
    
    3.4
    %2017
    
    
    11
    
    
    
    546,297
    
    
    
    8,234,106
    
    
    
    3.2
    %2018
    
    
    8
    
    
    
    92,234
    
    
    
    1,917,889
    
    
    
    0.7
    %Thereafter
    
    
    15
    
    
    
    723,172
    
    
    
    13,362,423
    
    
    
    5.2
    %1,277
    
    
    
    13,803,491
    
    
    $
    257,241,061
    
    
    
    100.0
    %
 
 (1)
    
    Excludes approximately 1,937,959 square feet of space not leased as of December 31, 2008.(2)
    
    Annualized base rent is calculated using base rents as of December 31, 2008.  Average BaseRentable Area
    
    Total
    
    Rent Per LeasedYear-End
    
    (Square Feet)
    
    Percent Leased (1)
    
    Square Foot (1)December 31, 2008
    
    
    506,623
    
    
    
    99.3
    %
    
    $
    29.31December 31, 2007
    
    
    207,000
    
    
    
    97.1
    %
    
    $
    14.42December 31, 2006
    
    
    6,534,000
    
    
    
    94.7
    %
    
    $
    17.97December 31, 2005
    
    
    7,744,000
    
    
    
    92.4
    %
    
    $
    19.25December 31, 2004
    
    
    5,840,000
    
    
    
    92.2
    %
    
    $
    18.28
 
 (1)
    
    Total Percent Leased and Average Base Rent Per Leased Square
Foot is calculated excluding one property in lease-up at December 31, 2008.
  Average BaseRentable Area
    
    Total
    
    Rent Per LeasedYear-End
    
    (Square Feet)
    
    Percent Leased (1)
    
    Square Foot (1)December 31, 2008
    
    
    15,741,450
    
    
    
    89.1
    %
    
    $
    19.30December 31, 2007
    
    
    15,866,000
    
    
    
    92.3
    %
    
    $
    18.40December 31, 2006
    
    
    10,393,000
    
    
    
    88.6
    %
    
    $
    18.39December 31, 2005
    
    
    11,756,000
    
    
    
    86.4
    %
    
    $
    16.01December 31, 2004
    
    
    30,000
    
    
    
    100.0
    %
    
    $
    13.23
 
 (1)
    
    Total Percent Leased and Average Base Rent Per Leased Square
Foot is calculated excluding two properties in lease-up at December 31, 2008. 41




---



##### Table of Contents



Retail Properties
   Consolidated Retail Properties
 AverageBaseRent PerGRA (Sq Ft)
    
    GRA (Sq Ft)
    
    Number
    
    
    
    
    
    Total
    
    LeasedYear
    
    CLP
    
    Anchor
    
    Of
    
    Percent
    
    Annualized
    
    SquareConsolidated Retail Property (1)
    
    
    
    
    
    Location
    
    Completed (2)
    
    Owned (3)
    
    Owned (3)(4)
    
    Stores
    
    Leased (3)
    
    Base Rent (5)
    
    Foot (6)Alabama:Brookwood Village Center
    
    
    
    
    
    Birmingham
    
    
    1974
    
    
    
    4,708
    
    
    
    
    
    
    
    1
    
    
    
    100.0
    %
    
    $
    83,528
    
    
    $
    17.74Colonial Brookwood Village
    
    
    
    
    
    Birmingham
    
    
    1973/91/00
    
    
    
    372,053
    
    
    
    231,953
    
    
    
    64
    
    
    
    94.6
    %
    
    
    6,393,923
    
    
    
    27.84Colonial Promenade Fultondale
    
    
    (7
    )
    
    Birmingham
    
    
    2007
    
    
    
    158,679
    
    
    
    210,515
    
    
    
    27
    
    
    
    92.8
    %
    
    
    2,178,450
    
    
    
    20.82Colonial Promenade Tannehill
    
    
    
    
    
    Birmingham
    
    
    2008
    
    
    
    200,616
    
    
    
    127,307
    
    
    
    31
    
    
    
    99.3
    %
    
    
    2,972,861
    
    
    
    20.71Subtotal-Alabama
    
    
    
    
    
    
    
    
    
    
    
    
    736,056
    
    
    
    569,775
    
    
    
    123
    
    
    
    96.7
    %
    
    
    11,628,762
    
    
    
    24.87Florida:Colonial Promenade Winter Haven
    
    
    (7
    )
    
    Orlando
    
    
    1986/2008
    
    
    
    286,297
    
    
    
    
    
    
    
    18
    
    
    
    94.4
    %
    
    
    2,032,071
    
    
    
    13.42Subtotal-Florida
    
    
    
    
    
    
    
    
    
    
    
    
    286,297
    
    
    
    
    
    
    
    18
    
    
    
    94.4
    %
    
    
    2,032,071
    
    
    
    13.42North CarolinaMetropolitan Midtown
    
    
    (8
    )
    
    Charlotte
    
    
    2008
    
    
    
    172,129
    
    
    
    
    
    
    
    7
    
    
    LU
    
    
    
    
    
    
    Subtotal-North Carolina
    
    
    
    
    
    
    
    
    
    
    
    
    172,129
    
    
    
    
    
    
    
    7
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    
    
    
    
    
    
    
    
    
    
    1,194,482
    
    
    
    569,775
    
    
    
    148
    
    
    
    96.1
    %
    
    $
    13,660,833
    
    
    $
    23.59
 
 (1)
    
    At December 31, 2008, the six properties listed above are 100% owned by us, including one
property that is currently in lease-up.(2)
    
    Represents year initially completed or, where applicable, year(s) in which the property was
substantially renovated or an additional phase of the property was completed.(3)
    
    For the purposes of this table, GRA refers to gross retail area, which includes gross
leasable area and space owned by anchor tenants. Percent leased excludes anchor-owned space.(4)
    
    Represents space owned by anchor tenants.(5)
    
    Total Annualized Base Rent includes all base rents at our wholly-owned properties for leases
in place at December 31, 2008.(6)
    
    Includes tenants occupying less than 10,000 square feet (i.e., excludes anchor tenants).
Rental terms for anchor tenants generally are not representative of the larger portfolio.(7)
    
    This property was classified as held for sale at December 31, 2008.(8)
    
    This property is currently in lease-up and is not included in Percent Leased and Average Base
Rent per Leased Square Foot property totals. 42




---



##### Table of Contents



Unconsolidated Retail Properties
 AverageBaseRent PerGRA (Sq Ft)
    
    GRA (Sq Ft)
    
    Number
    
    
    
    
    
    Total
    
    LeasedYear
    
    CLP
    
    Anchor
    
    Of
    
    Percent
    
    Annualized
    
    SquareUnconsolidated Retail Property (1)
    
    
    
    
    
    Location
    
    Completed (2)
    
    Owned (3)
    
    Owned (3)(4)
    
    Stores
    
    Leased (3)
    
    Base Rent (5)
    
    Foot (6)Alabama:Colonial Pinnacle Tutwiler II
    
    
    
    
    
    Birmingham
    
    
    2007
    
    
    
    65,000
    
    
    
    
    
    
    
    2
    
    
    
    100.0
    %
    
    $
    899,761
    
    
    $
    Colonial Promenade Alabaster
    
    
    
    
    
    Birmingham
    
    
    2005
    
    
    
    218,681
    
    
    
    392,868
    
    
    
    27
    
    
    
    96.9
    %
    
    
    2,908,620
    
    
    
    19.25Colonial Promenade Alabaster II
    
    
    
    
    
    Birmingham
    
    
    2007
    
    
    
    129,348
    
    
    
    225,921
    
    
    
    26
    
    
    
    96.8
    %
    
    
    2,043,561
    
    
    
    21.35Colonial Promenade Hoover
    
    
    
    
    
    Birmingham
    
    
    2002
    
    
    
    164,866
    
    
    
    215,766
    
    
    
    33
    
    
    
    93.9
    %
    
    
    1,964,666
    
    
    
    21.35Colonial Promenade Trussville
    
    
    
    
    
    Birmingham
    
    
    2000
    
    
    
    388,302
    
    
    
    
    
    
    
    23
    
    
    
    96.2
    %
    
    
    3,237,307
    
    
    
    15.45Colonial Promenade Trussville II
    
    
    
    
    
    Birmingham
    
    
    2004
    
    
    
    58,182
    
    
    
    224,509
    
    
    
    15
    
    
    
    92.1
    %
    
    
    864,954
    
    
    
    17.56Colonial Shoppes Clay
    
    
    
    
    
    Birmingham
    
    
    1982/2004
    
    
    
    66,165
    
    
    
    
    
    
    
    10
    
    
    
    88.3
    %
    
    
    700,704
    
    
    
    13.91Colonial Shoppes Colonnade
    
    
    
    
    
    Birmingham
    
    
    1989/2005
    
    
    
    125,462
    
    
    
    
    
    
    
    26
    
    
    
    87.5
    %
    
    
    1,786,129
    
    
    
    18.39Colonial Promenade Craft Farms
    
    
    (7
    )
    
    Gulf Shores
    
    
    2007
    
    
    
    220,035
    
    
    
    125,000
    
    
    
    32
    
    
    LU
    
    
    
    
    
    
    Parkway Place
    
    
    
    
    
    Huntsville
    
    
    1999
    
    
    
    287,556
    
    
    
    348,164
    
    
    
    69
    
    
    
    88.8
    %
    
    
    5,707,447
    
    
    
    29.35Colonial Promenade Madison
    
    
    
    
    
    Madison
    
    
    2000
    
    
    
    110,712
    
    
    
    
    
    
    
    15
    
    
    
    100.0
    %
    
    
    1,189,124
    
    
    
    15.28Subtotal-Alabama
    
    
    
    
    
    
    
    
    
    
    
    
    1,834,309
    
    
    
    1,532,228
    
    
    
    278
    
    
    
    94.0
    %
    
    
    21,302,273
    
    
    
    21.86Florida:Colonial Promenade Lakewood
    
    
    
    
    
    Jacksonville
    
    
    1995
    
    
    
    194,840
    
    
    
    
    
    
    
    44
    
    
    
    82.9
    %
    
    
    1,858,743
    
    
    
    14.58Colonial Promenade Hunters Creek
    
    
    
    
    
    Orlando
    
    
    1993/95
    
    
    
    227,536
    
    
    
    
    
    
    
    23
    
    
    
    47.0
    %
    
    
    1,434,668
    
    
    
    22.04Colonial Promenade TownPark
    
    
    
    
    
    Orlando
    
    
    2005
    
    
    
    198,421
    
    
    
    
    
    
    
    23
    
    
    
    87.5
    %
    
    
    2,207,977
    
    
    
    25.16Colonial Promenade Burnt Store
    
    
    
    
    
    Punta Gorda
    
    
    1990
    
    
    
    95,023
    
    
    
    
    
    
    
    19
    
    
    
    91.3
    %
    
    
    858,088
    
    
    
    13.56Colonial Promenade Northdale
    
    
    
    
    
    Tampa
    
    
    1988/2000
    
    
    
    175,917
    
    
    
    55,000
    
    
    
    21
    
    
    
    96.5
    %
    
    
    1,828,372
    
    
    
    17.56Subtotal-Florida
    
    
    
    
    
    
    
    
    
    
    
    
    891,737
    
    
    
    55,000
    
    
    
    130
    
    
    
    78.3
    %
    
    
    8,187,848
    
    
    
    18.27Georgia:Colonial Promenade Beechwood
    
    
    
    
    
    Athens
    
    
    1963/92/05
    
    
    
    350,091
    
    
    
    
    
    
    
    39
    
    
    
    100.0
    %
    
    
    3,882,049
    
    
    
    19.32Subtotal-Georgia
    
    
    
    
    
    
    
    
    
    
    
    
    350,091
    
    
    
    
    
    
    
    39
    
    
    
    100.0
    %
    
    
    3,882,049
    
    
    
    19.32Tennessee:Colonial Pinnacle Turkey Creek
    
    
    
    
    
    Knoxville
    
    
    2005
    
    
    
    485,584
    
    
    
    
    
    
    
    61
    
    
    
    96.5
    %
    
    
    7,769,604
    
    
    
    23.82Colonial Pinnacle Turkey Creek III
    
    
    (8
    )
    
    Knoxville
    
    Dev
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Colonial Promenade Smyrna
    
    
    
    
    
    Smyrna
    
    
    2008
    
    
    
    148,333
    
    
    
    267,502
    
    
    
    24
    
    
    
    93.4
    %
    
    
    2,256,479
    
    
    
    20.33Subtotal-Tennessee
    
    
    
    
    
    
    
    
    
    
    
    
    633,917
    
    
    
    267,502
    
    
    
    85
    
    
    
    95.8
    %
    
    
    10,026,083
    
    
    
    22.90Texas:Colonial Pinnacle Kingwood Commons
    
    
    
    
    
    Houston
    
    
    2003/2004
    
    
    
    164,356
    
    
    
    
    
    
    
    29
    
    
    
    82.2
    %
    
    
    2,358,942
    
    
    
    21.83Colonial Promenade Portofino
    
    
    
    
    
    Houston
    
    
    2000
    
    
    
    371,560
    
    
    
    
    
    
    
    40
    
    
    
    92.0
    %
    
    
    5,306,304
    
    
    
    22.36Subtotal-Texas
    
    
    
    
    
    
    
    
    
    
    
    
    535,916
    
    
    
    
    
    
    
    69
    
    
    
    89.0
    %
    
    
    7,665,246
    
    
    
    22.17Total
    
    
    
    
    
    
    
    
    
    
    
    
    4,245,970
    
    
    
    1,854,730
    
    
    
    601
    
    
    
    90.7
    %
    
    $
    51,063,499
    
    
    $
    21.17
 
 (1)
    
    We hold between a 5%  50% non-controlling interest in these unconsolidated joint ventures.(2)
    
    Represents year initially completed or, where applicable, year(s) in which the property was
substantially renovated or an additional phase of the property was completed.(3)
    
    GRA refers to gross retail area, which includes gross leasable area and space owned by anchor
tenants. Percent leased excludes anchor-owned space.(4)
    
    Represents space owned by anchor tenants.(5)
    
    Total Annualized Base Rent includes all base rents at our partially-owned properties for
leases in place at December 31, 2008.(6)
    
    Includes tenants occupying less than 10,000 square feet (i.e., excludes anchor tenants).
Rental terms for anchor tenants generally are not representative of the larger portfolio. This
property is currently in lease-up and is not included in Percent Leased, Total Annualized Base
Rent and Average Base Rent per Leased Square Foot property totals.(7)
    
    This property is currently in development and is not included in Percent Leased, Total
Annualized Base Rent and Average Base Rent per Leased Square Foot property totals. 43




---



##### Table of Contents



Net Rentable
    
    
    Annualized
    
    
    Percent of TotalYear of
    
    Number of
    
    
    Area Of
    
    
    Base Rent of
    
    
    Annual Base RentLease
    
    Tenants with
    
    
    Expiring Leases
    
    
    Expiring
    
    
    Represented byExpiration
    
    Expiring Leases
    
    
    (Square Feet) (1)
    
    
    Leases (1)
    
    
    Expiring Leases (1)2009
    
    
    14
    
    
    
    29,699
    
    
    $
    460,550
    
    
    
    3.0
    %2010
    
    
    8
    
    
    
    18,794
    
    
    
    351,183
    
    
    
    2.3
    %2011
    
    
    23
    
    
    
    52,229
    
    
    
    1,489,611
    
    
    
    9.7
    %2012
    
    
    26
    
    
    
    116,939
    
    
    
    2,235,566
    
    
    
    14.6
    %2013
    
    
    22
    
    
    
    66,675
    
    
    
    1,200,067
    
    
    
    7.8
    %2014
    
    
    9
    
    
    
    26,550
    
    
    
    525,026
    
    
    
    3.4
    %2015
    
    
    3
    
    
    
    13,100
    
    
    
    295,980
    
    
    
    1.9
    %2016
    
    
    3
    
    
    
    113,725
    
    
    
    709,800
    
    
    
    4.6
    %2017
    
    
    10
    
    
    
    70,032
    
    
    
    1,430,611
    
    
    
    9.3
    %2018
    
    
    12
    
    
    
    94,605
    
    
    
    1,982,738
    
    
    
    12.9
    %Thereafter
    
    
    18
    
    
    
    486,711
    
    
    
    4,664,698
    
    
    
    30.4
    %148
    
    
    
    1,089,059
    
    
    $
    15,345,830
    
    
    
    100.0
    %
 
 (1)
    
    Annualized base rent is calculated using base rents as of
December 31, 2008.  Net Rentable
    
    
    Annualized
    
    
    Percent of TotalYear of
    
    Number of
    
    
    Area Of
    
    
    Base Rent of
    
    
    Annual Base RentLease
    
    Tenants with
    
    
    Expiring Leases
    
    
    Expiring
    
    
    Represented byExpiration
    
    Expiring Leases
    
    
    (Square Feet) (1)
    
    
    Leases (1)
    
    
    Expiring Leases (1)2009
    
    
    62
    
    
    
    132,827
    
    
    $
    2,420,374
    
    
    
    4.5
    %2010
    
    
    92
    
    
    
    410,958
    
    
    
    5,302,421
    
    
    
    9.9
    %2011
    
    
    87
    
    
    
    411,930
    
    
    
    6,436,848
    
    
    
    12.0
    %2012
    
    
    95
    
    
    
    450,952
    
    
    
    6,476,259
    
    
    
    12.1
    %2013
    
    
    73
    
    
    
    274,022
    
    
    
    5,470,293
    
    
    
    10.2
    %2014
    
    
    29
    
    
    
    107,339
    
    
    
    1,800,344
    
    
    
    3.4
    %2015
    
    
    25
    
    
    
    261,468
    
    
    
    3,081,444
    
    
    
    5.7
    %2016
    
    
    45
    
    
    
    352,259
    
    
    
    5,442,442
    
    
    
    10.1
    %2017
    
    
    35
    
    
    
    253,440
    
    
    
    4,308,555
    
    
    
    8.0
    %2018
    
    
    25
    
    
    
    150,475
    
    
    
    2,706,801
    
    
    
    5.0
    %Thereafter
    
    
    33
    
    
    
    961,498
    
    
    
    10,181,964
    
    
    
    19.0
    %601
    
    
    
    3,767,168
    
    
    $
    53,627,745
    
    
    
    100.0
    %
 
 (1)
    
    Annualized base rent is calculated using base rents as of
December 31, 2008.  Gross
    
    
    
    
    
    AverageRetail Area
    
    Percent
    
    Base Rent Per LeasedYear-End
    
    (Square Feet)
    
    Leased (1)
    
    Square Foot (1) (2)December 31, 2008
    
    
    1,764,257
    
    
    
    96.1
    %
    
    $
    23.59December 31, 2007
    
    
    1,042,000
    
    
    
    95.1
    %
    
    $
    24.09December 31, 2006
    
    
    7,271,300
    
    
    
    93.1
    %
    
    $
    17.45December 31, 2005
    
    
    8,551,300
    
    
    
    91.6
    %
    
    $
    17.39December 31, 2004
    
    
    14,173,900
    
    
    
    91.4
    %
    
    $
    18.58
 
 (1)
    
    Total Percent Leased and Average Base Rent Per Leased Square Foot is calculated
excluding one property in lease-up at December 31, 2008.(2)
    
    Average base rent per leased square foot is calculated using specialty store
year-end base rent figures. 44




---



##### Table of Contents



Gross
    
    
    
    
    
    AverageRetail Area
    
    Percent
    
    Base Rent Per LeasedYear-End
    
    (Square Feet)
    
    Leased (1)
    
    Square Foot (1) (2)December 31, 2008
    
    
    6,100,700
    
    
    
    90.7
    %
    
    $
    21.17December 31, 2007
    
    
    9,514,000
    
    
    
    90.0
    %
    
    $
    20.62December 31, 2006
    
    
    5,466,700
    
    
    
    93.9
    %
    
    $
    20.93December 31, 2005
    
    
    4,901,700
    
    
    
    93.4
    %
    
    $
    21.13December 31, 2004
    
    
    1,120,100
    
    
    
    85.4
    %
    
    $
    22.64
 
 (1)
    
    Total Percent Leased and Average Base Rent Per Leased Square Foot is calculated
excluding one property in lease-up at December 31, 2008.(2)
    
    Average base rent per leased square foot is calculated using specialty store
year-end base rent figures. For-Sale Residential
  Undeveloped Land
  45




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##### Table of Contents



Property Markets
  Geographic Concentration of Consolidated Properties
 Units (Multifamily)State
    
    (1)
    
    NRA (Office) (2)
    
    GRA (Retail) (3)Alabama
    
    
    2,595
    
    
    
    206,703
    
    
    
    1,305,831Arizona
    
    
    952
    
    
    
    
    
    
    
    Florida
    
    
    2,573
    
    
    
    175,674
    
    
    
    286,297Georgia
    
    
    4,719
    
    
    
    
    
    
    
    Nevada
    
    
    
    
    
    
    
    
    
    
    North Carolina
    
    
    8,317
    
    
    
    161,693
    
    
    
    172,129South Carolina
    
    
    1,578
    
    
    
    
    
    
    
    Tennessee
    
    
    349
    
    
    
    
    
    
    
    Texas
    
    
    6,390
    
    
    
    
    
    
    
    Virginia
    
    
    2,880
    
    
    
    
    
    
    
    Total
    
    
    30,353
    
    
    
    544,070
    
    
    
    1,764,257
 
 (1)
    
    Units (in this table only) refer to multifamily apartment units.(2)
    
    NRA refers to net rentable area of office space.(3)
    
    GRA refers to gross retail area, which includes gross leasable
area and space owned by anchor tenants.  Mortgage Financing
  46




---



##### Table of Contents



(dollars in thousands)AnticipatedAnnual DebtInterest
    
    
    Principal Balance
    
    
    Service (1/1/09 
    
    
    
    
    
    
    Balance DueProperty (1)
    
    Rate
    
    
    (as of 12/31/08)
    
    
    12/31/09)
    
    
    Maturity Date
    
    
    on MaturityMultifamily PropertiesCV at Matthews
    
    
    5.800
    %
    
    $
    14,700
    
    
    $
    853
    
    
    
    03/29/16
    
    
    $
    14,700CV at Timber Crest
    
    
    3.370
    %(3)
    
    
    13,652
    
    
    
    460
    
    
    
    08/15/15
    
    
    
    13,652CG at Wilmington
    
    
    5.380
    %(3)
    
    
    27,100
    
    
    
    1,458
    
    
    
    04/01/18
    
    
    
    27,100CG at Trinity Commons
    
    
    5.430
    %(3)
    
    
    30,500
    
    
    
    1,656
    
    
    
    04/01/18
    
    
    
    30,500CG at Godley Station
    
    
    5.550
    %
    
    
    17,834
    
    
    
    1,635
    
    
    
    06/01/25
    
    
    
    Other debt:Unsecured Credit Facility (2)
    
    
    2.040
    %(3)
    
    
    311,630
    
    
    
    6,357
    
    
    
    06/15/12
    
    
    
    311,630Medium Term Notes
    
    
    8.800
    %
    
    
    20,035
    
    
    
    1,763
    
    
    
    02/01/10
    
    
    
    20,035Medium Term Notes
    
    
    8.800
    %
    
    
    5,000
    
    
    
    440
    
    
    
    03/15/10
    
    
    
    5,000Medium Term Notes
    
    
    8.050
    %
    
    
    10,000
    
    
    
    805
    
    
    
    12/27/10
    
    
    
    10,000Medium Term Notes
    
    
    8.080
    %
    
    
    10,000
    
    
    
    808
    
    
    
    12/24/10
    
    
    
    10,000Senior Unsecured Notes
    
    
    6.875
    %
    
    
    100,000
    
    
    
    6,875
    
    
    
    08/15/12
    
    
    
    100,000Senior Unsecured Notes
    
    
    6.150
    %
    
    
    113,000
    
    
    
    6,950
    
    
    
    04/15/13
    
    
    
    113,000Senior Unsecured Notes
    
    
    4.800
    %
    
    
    100,000
    
    
    
    4,800
    
    
    
    04/01/11
    
    
    
    100,000Senior Unsecured Notes
    
    
    6.250
    %
    
    
    232,071
    
    
    
    14,504
    
    
    
    06/15/14
    
    
    
    232,071Senior Unsecured Notes
    
    
    4.750
    %
    
    
    226,758
    
    
    
    10,771
    
    
    
    02/01/10
    
    
    
    226,758Senior Unsecured Notes
    
    
    5.500
    %
    
    
    325,000
    
    
    
    17,875
    
    
    
    10/01/15
    
    
    
    325,000Senior Unsecured Notes
    
    
    6.050
    %
    
    
    208,159
    
    
    
    12,594
    
    
    
    09/01/16
    
    
    
    208,159Unamortized Discounts
    
    
    
    
    
    
    (3,420
    )
    
    
    
    
    
    
    
    
    
    
    (3,420
    )TOTAL CONSOLIDATED DEBT
    
    
    5.096
    %
    
    $
    1,762,019
    
    
    $
    90,604
    
    
    
    
    
    
    $
    1,744,185
 
 (1)
    
    Certain of the properties were developed in phases and separate mortgage indebtedness may
encumber each of the various phases. In the listing of property names, CG has been used as an
abbreviation for Colonial Grand and CV as an abbreviation for Colonial Village.(2)
    
    This unsecured credit facility bears interest at a variable rate, based on LIBOR plus a
spread of 75 basis points. The facility also includes a competitive bid feature that allows
us to convert up to $337.5 million under the unsecured credit facility to a fixed rate, for a
fixed term not to exceed 90 days. At December 31, 2008, we had no amounts outstanding under
the competitive bid feature.(3)
    
    Represents variable rate debt.  
 
 Item 3. Legal Proceedings.
  
 
 Item 4. Submission of Matters to a Vote of Security Holders.
  47




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##### Table of Contents



PART II
 
 
 Item 5. Market for Registrants Common Equity and Related Shareholder Matters.
    Calendar Period
    
    Distribution2008:First Quarter
    
    $
    .50Second Quarter
    
    $
    .50Third Quarter
    
    $
    .50Fourth Quarter
    
    $
    .252007:First Quarter
    
    $
    .68Second Quarter (1)
    
    $
    .89Third Quarter
    
    $
    .68Fourth Quarter
    
    $
    .50
 
 (1)
    
    Includes a special distribution paid during the second quarter of 2007 of
$0.21 per unit in connection with the completion of the Strategic Transactions (see
Note 2 to our Notes to Consolidated Financial Statements included in Item 8 of this
Form 10-K).   Issuer Purchases of Equity Securities
  Units Purchased as
    
    
    Maximum Number ofPart of Publicly
    
    
    Units that may yetTotal Number of
    
    
    Average Price Paid
    
    
    Announced Plans or
    
    
    be Purchased UnderUnits Purchased (1)
    
    
    per Unit
    
    
    Programs
    
    
    the PlansOctober 1 -
October 31, 2008
    
    
    1,430
    
    
    $
    11.30
    
    
    
    
    
    
    
    November 1 -
November 30, 2008
    
    
    1,040
    
    
    $
    6.71
    
    
    
    
    
    
    
    December 1 -
December 31, 2008
    
    
    1,157
    
    
    $
    7.17
    
    
    
    
    
    
    
    Total
    
    
    3,627
    
    
    $
    8.67
    
    
    
    
    
    
    
    
 
 (1)
    
    Represents the number of units acquired by our Trust from employees as
payment of applicable statutory minimum withholding taxes owed upon vesting of
restricted stock granted under the Trusts Third Amended and Restated Stock
Option and Restricted Stock Plan. Whenever the Trust purchases or redeems its
preferred and common shares, we purchase, redeem or cancel an equivalent number
of our units. 48




---



##### Table of Contents



Item 6. Selected Financial Data.
  COLONIAL REALTY LIMITED PARTNERSHIP
SELECTED FINANCIAL INFORMATION
 (in thousands, except per unit data)
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005
    
    
    2004OPERATING DATATotal revenue
    
    $
    344,458
    
    
    $
    422,939
    
    
    $
    466,037
    
    
    $
    380,774
    
    
    $
    231,707Expenses:Depreciation and amortization
    
    
    105,512
    
    
    
    120,152
    
    
    
    143,549
    
    
    
    150,328
    
    
    
    67,260Impairment charges
    
    
    116,550
    
    
    
    44,129
    
    
    
    
    
    
    
    
    
    
    
    Other operating
    
    
    185,719
    
    
    
    229,859
    
    
    
    223,349
    
    
    
    159,282
    
    
    
    95,625Income from operations
    
    
    (63,323
    )
    
    
    28,799
    
    
    
    99,139
    
    
    
    71,164
    
    
    
    68,822Interest expense
    
    
    75,153
    
    
    
    92,475
    
    
    
    121,441
    
    
    
    112,798
    
    
    
    64,107Interest income
    
    
    2,776
    
    
    
    7,591
    
    
    
    7,754
    
    
    
    4,354
    
    
    
    1,046Gains from sales of property
    
    
    3,799
    
    
    
    29,450
    
    
    
    66,794
    
    
    
    105,608
    
    
    
    4,748Other income, net
    
    
    29,083
    
    
    
    5,906
    
    
    
    39,528
    
    
    
    (834
    )
    
    
    4,716Income from continuing operations
    
    
    (102,803
    )
    
    
    (22,064
    )
    
    
    90,940
    
    
    
    62,889
    
    
    
    15,225Income from discontinued operations
    
    
    52,200
    
    
    
    98,752
    
    
    
    161,924
    
    
    
    220,580
    
    
    
    62,089Distributions to preferred unitholders
    
    
    16,024
    
    
    
    20,689
    
    
    
    28,153
    
    
    
    29,641
    
    
    
    22,274Net income available to common unitholders
    
    
    (66,654
    )
    
    
    55,639
    
    
    
    222,584
    
    
    
    253,828
    
    
    
    55,040Per unit  basic:Income from continuing operations
    
    $
    (2.09
    )
    
    $
    (0.76
    )
    
    $
    1.08
    
    
    $
    0.68
    
    
    $
    (0.19
    )Income from discontinued operations
    
    
    0.92
    
    
    
    1.74
    
    
    
    2.88
    
    
    
    4.50
    
    
    
    1.66Net income per unit  basic
    
    $
    (1.17
    )
    
    $
    0.98
    
    
    $
    3.96
    
    
    $
    5.18
    
    
    $
    1.47Per unit  diluted:Income from continuing operations
    
    $
    (2.09
    )
    
    $
    (0.76
    )
    
    $
    1.06
    
    
    $
    0.67
    
    
    $
    (0.19
    )Income from discontinued operations
    
    
    0.92
    
    
    
    1.74
    
    
    
    2.86
    
    
    
    4.46
    
    
    
    1.63Net income per unit  diluted
    
    $
    (1.17
    )
    
    $
    0.98
    
    
    $
    3.92
    
    
    $
    5.13
    
    
    $
    1.45Distributions per unit (1)
    
    $
    1.75
    
    
    $
    2.75
    
    
    $
    2.72
    
    
    $
    2.70
    
    
    $
    2.68BALANCE SHEET DATALand, buildings and equipment, net
    
    $
    2,594,032
    
    
    $
    2,394,587
    
    
    $
    3,562,951
    
    
    $
    3,888,927
    
    
    $
    2,426,379Total assets
    
    
    3,154,501
    
    
    
    3,229,637
    
    
    
    4,431,774
    
    
    
    4,499,227
    
    
    
    2,801,324Total long-term liabilities
    
    
    1,762,019
    
    
    
    1,641,839
    
    
    
    2,397,906
    
    
    
    2,494,350
    
    
    
    1,855,787OTHER DATATotal properties (at end of year)
    
    
    192
    
    
    
    200
    
    
    
    223
    
    
    
    261
    
    
    
    153
 
 (1)
    
    Includes a special distribution paid of $0.21 per unit during the second quarter of 2007(see
Note 2 to our Notes to Consolidated Financial Statements included in Item 8 of this Form
10-K). 49




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##### Table of Contents



Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations.
  General
     Business Strategy and Outlook
    50




---



##### Table of Contents



Executive Summary of Results of Operations
    
    
    We sold six wholly-owned multifamily apartment communities and our interest in seven
partially-owned multifamily apartment communities for an aggregate sales price of $155.4
million;
    
    We sold one wholly-owned office asset and our interest in one partially-owned office
asset for gross proceeds of $8.5 million;
    
    We sold our interest in a partially-owned retail joint venture, consisting of six retail
assets, for gross proceeds of $38.3 million;
    
    We completed the development of eight multifamily properties consisting of 1,780
apartment homes;
    
    The multifamily portfolio experienced only modest growth during the year ended 2008
compared to the same period in 2007. Continued weakening in the economy and mounting job
losses in the U.S., as well as the downturn in the overall U.S. housing market, has
resulted in increased supply and led to deterioration in the multifamily market. As a
 51




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result, for 2008, we have experienced greater pricing pressure, which in turn, has slowed
our rental rate growth. Results for the year ended 2008 were driven by growth in Austin
and Dallas/Fort Worth, Texas; Raleigh and Charlotte, North Carolina; Richmond, Virginia;
and Huntsville and Birmingham, Alabama. During the last half of 2008, we have experienced
slower traffic trends and job losses in our markets, which led to declining growth trends
that we expect to continue in 2009;
    
    Operating revenues and expenses associated with our office and retail assets decreased primarily due to:
 
    
    the office and retail joint venture transactions that were consummated during June 2007; and
    
    the outright sale of 16 retail assets during 2007;
 
    
    We repurchased $195.0 million of unsecured senior notes in separate transactions at an
average of discount of 9.1% to par value. We recognized an aggregate gain of approximately
$16.0 million from these transactions, net of issuance costs;
    
    The Trust repurchased 988,750 of its outstanding 8 1/8% Series D Preferred depositary
shares for an aggregate purchase price of $24.0 million at a 3% discount to the liquidation
preference price. In connection therewith, we repurchased a number of Series D Cumulative
Redeemable Preferred Units corresponding to the number of 8 1/8% Series D Cumulative
Redeemable Preferred Shares represented by the repurchased Series D preferred depository
shares. Net of non-cash issuance costs written off, the impact of these transactions on
net income was minimal; and
    
    We experienced a $17.3 million reduction in interest expense primarily as a result of
property dispositions.
  Operating Results Summary
  52




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For the Years Ended December 31,
    
    
    Variance(amounts in thousands)
    
    2008
    
    
    2007
    
    
    2006
    
    
    2008 v 2007
    
    
    2007 v 2006Revenues:Minimum rent
    
    $
    276,039
    
    
    $
    319,141
    
    
    $
    362,297
    
    
    $
    (43,102
    )
    
    $
    (43,156
    )Minimum rent from affiliates
    
    
    96
    
    
    
    1,153
    
    
    
    2,547
    
    
    
    (1,057
    )
    
    
    (1,394
    )Percentage rent
    
    
    416
    
    
    
    917
    
    
    
    957
    
    
    
    (501
    )
    
    
    (40
    )Tenant recoveries
    
    
    3,737
    
    
    
    11,397
    
    
    
    22,438
    
    
    
    (7,660
    )
    
    
    (11,041
    )Other property related revenue
    
    
    35,404
    
    
    
    32,531
    
    
    
    29,621
    
    
    
    2,873
    
    
    
    2,910Construction revenues
    
    
    10,137
    
    
    
    38,448
    
    
    
    30,484
    
    
    
    (28,311
    )
    
    
    7,964Other non-property related revenues
    
    
    18,629
    
    
    
    19,352
    
    
    
    17,693
    
    
    
    (723
    )
    
    
    1,659Total revenue
    
    
    344,458
    
    
    
    422,939
    
    
    
    466,037
    
    
    
    (78,481
    )
    
    
    (43,098
    )Expenses:Property operating expenses
    
    
    84,929
    
    
    
    93,056
    
    
    
    99,407
    
    
    
    (8,127
    )
    
    
    (6,351
    )Taxes, licenses and insurance
    
    
    38,806
    
    
    
    44,221
    
    
    
    48,230
    
    
    
    (5,415
    )
    
    
    (4,009
    )Construction expenses
    
    
    9,530
    
    
    
    34,546
    
    
    
    29,411
    
    
    
    (25,016
    )
    
    
    5,135Property management expenses
    
    
    8,426
    
    
    
    12,178
    
    
    
    12,535
    
    
    
    (3,752
    )
    
    
    (357
    )General and administrative expenses
    
    
    23,326
    
    
    
    25,650
    
    
    
    20,181
    
    
    
    (2,324
    )
    
    
    5,469Management fee and other expense
    
    
    15,316
    
    
    
    15,673
    
    
    
    12,575
    
    
    
    (357
    )
    
    
    3,098Restructuring charges
    
    
    1,028
    
    
    
    3,019
    
    
    
    
    
    
    
    (1,991
    )
    
    
    3,019Investment and development
    
    
    4,358
    
    
    
    1,516
    
    
    
    1,010
    
    
    
    2,842
    
    
    
    506Depreciation & amortization
    
    
    105,512
    
    
    
    120,152
    
    
    
    143,549
    
    
    
    (14,640
    )
    
    
    (23,397
    )Impairment and other losses
    
    
    116,550
    
    
    
    44,129
    
    
    
    1,600
    
    
    
    72,421
    
    
    
    42,529Total operating expenses
    
    
    407,781
    
    
    
    394,140
    
    
    
    368,498
    
    
    
    13,641
    
    
    
    25,642Income (loss) from operations
    
    
    (63,323
    )
    
    
    28,799
    
    
    
    97,539
    
    
    
    (92,122
    )
    
    
    (68,740
    )Other income (expense):Interest expense and debt cost amortization
    
    
    (75,153
    )
    
    
    (92,475
    )
    
    
    (121,441
    )
    
    
    17,322
    
    
    
    28,966Gains (losses) on retirement of debt
    
    
    15,951
    
    
    
    (10,363
    )
    
    
    (641
    )
    
    
    26,314
    
    
    
    (9,722
    )Interest income
    
    
    2,776
    
    
    
    7,591
    
    
    
    7,754
    
    
    
    (4,815
    )
    
    
    (163
    )Income from partially-owned unconsolidated entities
    
    
    12,516
    
    
    
    11,207
    
    
    
    34,823
    
    
    
    1,309
    
    
    
    (23,616
    )Gains (losses) from hedging activities
    
    
    (385
    )
    
    
    345
    
    
    
    5,535
    
    
    
    (730
    )
    
    
    (5,190
    )Gains from sales of property, net of income taxes
    
    
    3,799
    
    
    
    29,450
    
    
    
    66,794
    
    
    
    (25,651
    )
    
    
    (37,344
    )Transaction costs
    
    
    
    
    
    
    (11,026
    )
    
    
    
    
    
    
    11,026
    
    
    
    (11,026
    )Income taxes and other
    
    
    1,001
    
    
    
    15,743
    
    
    
    (189
    )
    
    
    (14,742
    )
    
    
    15,932Total other income (expense)
    
    
    (39,495
    )
    
    
    (49,528
    )
    
    
    (7,365
    )
    
    
    10,033
    
    
    
    (42,163
    )Income (loss) before minority interest
and discontinued operations
    
    
    (102,818
    )
    
    
    (20,729
    )
    
    
    90,174
    
    
    
    (82,089
    )
    
    
    (110,903
    )Minority interest of limited partners
    
    
    15
    
    
    
    (1,335
    )
    
    
    766
    
    
    
    1,350
    
    
    
    (2,101
    )Income (loss) from continuing operations
    
    
    (102,803
    )
    
    
    (22,064
    )
    
    
    90,940
    
    
    
    (80,739
    )
    
    
    (113,004
    )Income from discontinued operations
    
    
    52,200
    
    
    
    98,752
    
    
    
    161,924
    
    
    
    (46,552
    )
    
    
    (63,172
    )Net income (loss)
    
    
    (50,603
    )
    
    
    76,688
    
    
    
    252,864
    
    
    
    (127,291
    )
    
    
    (176,176
    )Distributions to general partner preferred unitholders
    
    
    (8,773
    )
    
    
    (13,439
    )
    
    
    (20,902
    )
    
    
    4,666
    
    
    
    7,463Distributions to limited partner preferred unitholders
    
    
    (7,251
    )
    
    
    (7,250
    )
    
    
    (7,250
    )
    
    
    (1
    )
    
    
    Preferred unit issuance costs write-off, net of discount
    
    
    (27
    )
    
    
    (360
    )
    
    
    (2,128
    )
    
    
    333
    
    
    
    1,768Net income (loss) available to common unitholders
    
    $
    (66,654
    )
    
    $
    55,639
    
    
    $
    222,584
    
    
    $
    (122,293
    )
    
    $
    (166,945
    )
 Operating Results  2008 compared to 2007
 Minimum rent
  53




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Tenant recoveries
  Other property related revenue
  Construction activities
  Other non-property related revenues
  Property operating expenses
  Taxes, licenses and insurance
  Property management expenses
  54




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##### Table of Contents



General and administrative expenses
  Management fee and other expenses
  Restructuring charges
  Investment and development
   Depreciation and amortization
  Impairment and other losses
  Interest expense and debt cost amortization
  55




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Gain (losses) on retirement of debt
  Interest income
  Income from partially-owned unconsolidated entities
  Gains (losses) from hedging activities
  Gains from sales of property
  Transaction costs
  Income taxes and other
  Income from discontinued operations
  56




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Distributions to general partner preferred unitholders
  Operating Results  2007 compared to 2006
 Minimum rent
  Tenant recoveries
  Other property related revenue
  Construction activities
  Other non-property related revenues
  Property operating expenses
  57




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Taxes, licenses and insurance
  Property management expenses
  General and administrative expenses
  Management fee and other expenses
  Restructuring charges
  Investment and development
  Depreciation and amortization expenses
  Impairment and other losses
  58




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Interest expense and debt cost amortization
  Gains (losses) on retirement of debt
  Income from partially-owned unconsolidated entities
  Gains (losses) from hedging activities
  Gains from sales of property
  Income taxes and other
  Income from discontinued operations
  59




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##### Table of Contents



Distributions to general partner preferred unitholders
  For-Sale and Development Activity
 For-Sale Real Estate and Land Held for Development Valuation
     Other Development Activities
  Liquidity and Capital Resources
  Operating Activities
  60




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Investing Activities
  Financing Activities
  Short-Term Liquidity Needs
    61




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##### Table of Contents



Long-Term Liquidity Needs
     62




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##### Table of Contents



Distributions
   Collateralized Credit Facility
   Unsecured Revolving Credit Facility
   63




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##### Table of Contents



Mortgage Financing
   Equity Repurchases
  64




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##### Table of Contents



Unsecured Senior Note Repurchases
   Other Financing Transactions
     Investing Activities
  65




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Credit Ratings
  Rating Agency
    
    Rating
    
    Last updateFitch
    
    BBB- (1)
    
    April 1, 2008Moodys
    
    Baa3 (2)
    
    November 17, 2008Standard & Poors
    
    BBB- (2)
    
    February 5, 2009
 
 (1)
    
    Ratings outlook is stable.(2)
    
    Ratings outlook is negative.   Market Risk
  66




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EstimatedFair(in thousands)
    
    2009
    
    2010
    
    2011
    
    2012
    
    2013
    
    Thereafter
    
    Total
    
    ValueFixed Rate Debt
    
    $
    682
    
    
    $
    272,540
    
    
    $
    100,728
    
    
    $
    100,280
    
    
    $
    113,756
    
    
    $
    848,751
    
    
    $
    1,436,737
    
    
    $
    1,160,615Average interest
rate
at December 31, 2008
    
    
    5.6
    %
    
    
    5.4
    %
    
    
    4.8
    %
    
    
    6.9
    %
    
    
    6.1
    %
    
    
    5.8
    %
    
    
    5.8
    %Variable Debt
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    311,630
    
    
    $
    
    
    
    $
    13,652
    
    
    $
    325,282
    
    
    $
    325,282Average interest
rate
at December 31, 2008
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    2.0
    %
    
    
    N/A
    
    
    
    3.4
    %
    
    
    2.1
    %
        67




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Contractual Obligations and Other Commercial Commitments
  68




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Contractual Obligations
 Payments Due in Fiscal(in thousands)
    
    Total
    
    2009
    
    2010
    
    2011
    
    2012
    
    2013
    
    ThereafterLong-Term Debt Principal:Consolidated
    
    $
    1,762,019
    
    
    $
    681
    
    
    $
    272,541
    
    
    $
    100,728
    
    
    $
    411,910
    
    
    $
    113,756
    
    
    $
    862,403Partially-Owned Entities (1)
    
    
    476,313
    
    
    
    117,207
    
    
    
    89,018
    
    
    
    10,063
    
    
    
    6,568
    
    
    
    12,950
    
    
    
    240,506Long-Term Debt Interest:Consolidated
    
    
    449,947
    
    
    
    89,754
    
    
    
    77,942
    
    
    
    71,563
    
    
    
    64,352
    
    
    
    52,224
    
    
    
    94,112Partially-Owned Entities (1)
    
    
    100,863
    
    
    
    21,090
    
    
    
    18,032
    
    
    
    15,617
    
    
    
    15,165
    
    
    
    14,426
    
    
    
    16,533Long-Term Debt Principal and Interest:Consolidated
    
    
    2,211,966
    
    
    
    90,435
    
    
    
    350,483
    
    
    
    172,291
    
    
    
    476,262
    
    
    
    165,980
    
    
    
    956,515Partially-Owned Entities (1)
    
    
    577,175
    
    
    
    138,297
    
    
    
    107,050
    
    
    
    25,680
    
    
    
    21,732
    
    
    
    27,376
    
    
    
    257,040Total
    
    $
    2,789,141
    
    
    $
    228,732
    
    
    $
    457,533
    
    
    $
    197,971
    
    
    $
    497,994
    
    
    $
    193,356
    
    
    $
    1,213,554
 
 (1)
    
    Represents our pro-rata share of principal maturities (excluding net premiums and
discounts) and interest. Other Commercial Commitments
 Total Amounts(in thousands)
    
    Committed
    
    2009
    
    2010
    
    2011
    
    2012
    
    2013
    
    ThereafterStandby Letters of Credit
    
    $
    3,461
    
    
    $
    3,294
    
    
    $
    
    
    
    $
    168
    
    
    $
    
    
    
    $
    
    
    
    $
    Guarantees
    
    
    33,550
    
    
    
    12,650
    
    
    
    20,900
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total Commercial Commitments
    
    $
    37,011
    
    
    $
    15,944
    
    
    $
    20,900
    
    
    $
    168
    
    
    $
    
    
    
    $
    
    
    
    $
    
 Commitments and Contingencies
  
    
    In connection with the dispute, in January 2008, the contractor filed a lawsuit
against us alleging, among other things, breach of contract, enforcement of a lien
against real property, misrepresentation, conversion, declaratory judgment and an
accounting of costs, and is seeking $10.3 million in damages, plus consequential and
punitive damages.
    
    Certain of the subcontractors, vendors and other parties, involved in the
projects, including purchasers of units, have also made claims in the form of lien
claims, general claims or lawsuits. We have been sued by purchasers of certain
condominium units alleging breach of contract, fraud, construction deficiencies and
misleading sales practices. Both compensatory and punitive damages are sought in
these actions. Some of these claims have been resolved by negotiations and
mediations, and others may also be similarly resolved. Some of these claims will
likely be arbitrated or litigated to conclusion.
   69




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Guarantees and Other Arrangements
      70




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##### Table of Contents



Off-Balance Sheet Arrangements
   (in millions)2009
    
    $
    117.22010
    
    
    89.02011
    
    
    10.1Thereafter
    
    
    260.0$
    476.3
  Summary of Critical Accounting Policies
  Principles of Consolidation 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
 71




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##### Table of Contents



Land, Buildings, and Equipment
 Accounting for the Impairment or Disposal of Long-Lived
Assets (SFAS No. 144)
  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 Determining Whether a
Non-monetary Transaction Involves Receipt of Productive Assets or of a Business
  72




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Undeveloped Land and Construction in Progress
   Valuation of Receivables
   73




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##### Table of Contents



Notes Receivable
  (1)
    
    We had a promissory note of approximately $29.5 million related to a for-sale
residential project in which we had a 40% interest. During 2008, the Regents Park Joint
Venture defaulted on this note. As a result, we converted the outstanding notes
receivable due from the Regents Park Joint Venture (Phase I) to preferred equity in the
same joint venture. We did not record a gain or loss upon conversion of the outstanding
notes receivable balance to preferred equity. Because of these events, we have
consolidated this joint venture in its financial statements as of December 31, 2008 (see
Note 10 to our Notes to Consolidated Financial Statements included in Item 8 of this
Form 10-K).(2)
    
    We had short-term seller financing related to the sale of Colonial Grand at
Shelby Farms I & II for approximately $27.8 million with an original maturity date of
July 27, 2008 and a rate of 6.50%. There were two 30-day extension options available at
a rate of 8.0% and 12.0%, respectively. During July 2008, the buyer exercised the first
of these extension options. In August 2008, the buyer repaid the note in full.
   Deferred Debt and Lease Costs
 Derivative Instruments Accounting for Derivative Instruments and Hedging
Activities
  Share-Based Compensation
 74




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##### Table of Contents



Share Based Payment (SFAS
No. 123(R)) Accounting for Stock-Based Compensation
 Revenue Recognition Accounting for Sales
of Real Estate(SFAS No. 66)
     Segment Reporting Disclosures about Segments of an Enterprise
and Related Information (SFAS No. 131)
 Investments in Joint Ventures
 Investment and Development Expenses -
 75




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##### Table of Contents



Assets
and Liabilities Measured at Fair Value  Fair Value Measurements
   Recent Accounting Pronouncements
 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
 76




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##### Table of Contents



Business Combinations
 Disclosures about Derivative Instruments and
Hedging Activities
 Determination of the Useful Life of
Intangible Assets
 Determining Whether Instruments Granted in Share-Based
Payment Transactions Are Participating Securities
 Equity Method Investment Accounting
Considerations
 Inflation
   77




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##### Table of Contents



Item 7A. Quantitative and Qualitative Disclosures about Market Risk
 Managements
Discussion and Analysis of Financial Condition and Results of Operations  Market Risk
 
 
 Item 8. Financial Statements and Supplementary Data
    
     78




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COLONIAL REALTY LIMITED PARTNERSHIP
CONSOLIDATED BALANCE SHEETS
 (amounts in thousands, except per unit data)
 December 31,
    
    
    December 31,2008
    
    
    2007ASSETSLand, buildings and equipment
    
    $
    2,897,761
    
    
    $
    2,431,064Undeveloped land and construction in progress
    
    
    380,676
    
    
    
    531,410Less: Accumulated Depreciation
    
    
    (406,428
    )
    
    
    (290,118
    )Real estate assets held for sale, net
    
    
    102,699
    
    
    
    253,641Net real estate assets
    
    
    2,974,708
    
    
    
    2,925,997Cash and equivalents
    
    
    9,185
    
    
    
    92,841Restricted cash
    
    
    29,766
    
    
    
    10,005Accounts receivable, net
    
    
    23,102
    
    
    
    25,534Notes receivable
    
    
    2,946
    
    
    
    30,756Prepaid expenses
    
    
    5,332
    
    
    
    8,845Deferred debt and lease costs
    
    
    16,783
    
    
    
    15,637Investment in partially owned entities
    
    
    46,221
    
    
    
    69,682Deferred tax asset
    
    
    9,311
    
    
    
    19,897Other assets
    
    
    37,147
    
    
    
    30,443Total Assets
    
    $
    3,154,501
    
    
    $
    3,229,637LIABILITIES AND PARTNERS EQUITYNotes and mortgages payable
    
    $
    1,450,389
    
    
    $
    1,575,921Unsecured credit facility
    
    
    311,630
    
    
    
    39,316Mortgages payable related to real estate held for sale
    
    
    
    
    
    
    26,602Total long-term liabilities
    
    
    1,762,019
    
    
    
    1,641,839Accounts payable
    
    
    52,898
    
    
    
    68,858Accrued interest
    
    
    20,716
    
    
    
    23,064Accrued expenses
    
    
    7,520
    
    
    
    16,425Other liabilities
    
    
    32,140
    
    
    
    11,966Total liabilities
    
    
    1,875,293
    
    
    
    1,762,152Limited
partners redeemable units, at redemption value  8,860,971
and 10,052,778 units outstanding at December 31, 2008 and 2007, respectively
    
    
    73,812
    
    
    
    227,494Limited partners minority interest in consolidated partnerships
    
    
    1,943
    
    
    
    2,439General partner Common equity  48,546,268 and 47,216,549
units outstanding at
December 31, 2008 and 2007, respectively
    
    
    1,014,545
    
    
    
    1,025,654Preferred equity ($125,000 liquidation preference)
    
    
    96,707
    
    
    
    120,550Limited partners preferred equity ($100,000 liquidation preference)
    
    
    97,406
    
    
    
    97,406Accumulated other comprehensive income (loss)
    
    
    (5,205
    )
    
    
    (6,058
    )Total partners equity
    
    
    1,203,453
    
    
    
    1,237,552Total liabilities and partners equity
    
    $
    3,154,501
    
    
    $
    3,229,637
  79




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##### Table of Contents



COLONIAL REALTY LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)  (in thousands, except share and per unit data)
 For the years endedDecember 31,
    
    
    December 31,
    
    
    December 31,2008
    
    
    2007
    
    
    2006Revenue:Base rent
    
    $
    276,039
    
    
    $
    319,141
    
    
    $
    362,297Base rent from affiliates
    
    
    96
    
    
    
    1,153
    
    
    
    2,547Percentage rent
    
    
    416
    
    
    
    917
    
    
    
    957Tenant recoveries
    
    
    3,737
    
    
    
    11,397
    
    
    
    22,438Other property related revenue
    
    
    35,404
    
    
    
    32,531
    
    
    
    29,621Construction revenues
    
    
    10,137
    
    
    
    38,448
    
    
    
    30,484Other non-property related revenue
    
    
    18,629
    
    
    
    19,352
    
    
    
    17,693Total revenue
    
    
    344,458
    
    
    
    422,939
    
    
    
    466,037Operating expenses:Property operating expenses
    
    
    84,929
    
    
    
    93,056
    
    
    
    99,407Taxes, licenses, and insurance
    
    
    38,806
    
    
    
    44,221
    
    
    
    48,230Construction expenses
    
    
    9,530
    
    
    
    34,546
    
    
    
    29,411Property management expenses
    
    
    8,426
    
    
    
    12,178
    
    
    
    12,535General and administrative expenses
    
    
    23,326
    
    
    
    25,650
    
    
    
    20,181Management fee and other expenses
    
    
    15,316
    
    
    
    15,673
    
    
    
    12,575Restructuring charges
    
    
    1,028
    
    
    
    3,019
    
    
    
    Investment and development expenses
    
    
    4,358
    
    
    
    1,516
    
    
    
    1,010Depreciation
    
    
    102,237
    
    
    
    109,570
    
    
    
    125,706Amortization
    
    
    3,275
    
    
    
    10,582
    
    
    
    17,843Impairment and other losses
    
    
    116,550
    
    
    
    44,129
    
    
    
    1,600Total operating expenses
    
    
    407,781
    
    
    
    394,140
    
    
    
    368,498Income (loss) from operations
    
    
    (63,323
    )
    
    
    28,799
    
    
    
    97,539Other income (expense):Interest expense
    
    
    (75,153
    )
    
    
    (92,475
    )
    
    
    (121,441
    )Gains (losses) on retirement of debt
    
    
    15,951
    
    
    
    (10,363
    )
    
    
    (641
    )Interest income
    
    
    2,776
    
    
    
    7,591
    
    
    
    7,754Income (loss) from partially-owned unconsolidated entities
    
    
    12,516
    
    
    
    11,207
    
    
    
    34,823Gains on hedging activities
    
    
    (385
    )
    
    
    345
    
    
    
    5,535Gains from sales of property, net of income taxes of
$1,533, $6,548 and $3,416 for 2008, 2007 and 2006, respectively
    
    
    3,799
    
    
    
    29,450
    
    
    
    66,794Transaction costs
    
    
    
    
    
    
    (11,026
    )
    
    
    Income taxes and other
    
    
    1,001
    
    
    
    15,743
    
    
    
    (189
    )Total other expense
    
    
    (39,495
    )
    
    
    (49,528
    )
    
    
    (7,365
    )Income (loss) before minority interest and discontinued operations
    
    
    (102,818
    )
    
    
    (20,729
    )
    
    
    90,174Minority interest of limited partners in consolidated partnerships
    
    
    15
    
    
    
    (1,335
    )
    
    
    766Income (loss) from continuing operations
    
    
    (102,803
    )
    
    
    (22,064
    )
    
    
    90,940Income from discontinued operations
    
    
    6,243
    
    
    
    11,523
    
    
    
    29,896Gain on disposal of discontinued operations, net of income taxes of
$1,064, $1,839 and $8,554 for 2008, 2007 and 2006, respectively
    
    
    46,052
    
    
    
    91,218
    
    
    
    134,619Minority interest of limited partners in discontinued operations
    
    
    (95
    )
    
    
    (3,989
    )
    
    
    (2,591
    )Income from discontinued operations
    
    
    52,200
    
    
    
    98,752
    
    
    
    161,924Net income (loss)
    
    
    (50,603
    )
    
    
    76,688
    
    
    
    252,864Distributions to general partner preferred unitholders
    
    
    (8,773
    )
    
    
    (13,439
    )
    
    
    (20,902
    )Distributions to limited partner preferred unitholders
    
    
    (7,251
    )
    
    
    (7,250
    )
    
    
    (7,250
    )Preferred unit issuance costs write-off
    
    
    (27
    )
    
    
    (360
    )
    
    
    (2,128
    )Net income (loss) available to common unitholders
    
    
    (66,654
    )
    
    
    55,639
    
    
    
    222,584Net income (loss) available to common unitholders
allocated to limited partners
    
    
    11,225
    
    
    
    (10,099
    )
    
    
    (42,135
    )Net income (loss) available to common unitholders allocated
general partner
    
    $
    (55,429
    )
    
    $
    45,540
    
    
    $
    180,449Net income (loss) available to common unitholders per common unit  basic:Income (loss) from continuing operations
    
    $
    (2.09
    )
    
    $
    (0.76
    )
    
    $
    1.09Income from discontinued operations
    
    
    0.92
    
    
    
    1.74
    
    
    
    2.88Net income (loss) available to
common unitholders per common unit  basic
    
    $
    (1.17
    )
    
    $
    0.98
    
    
    $
    3.97Net income (loss) available to common
 unitholders per common unit 
diluted:Income (loss) from continuing operations
    
    $
    (2.09
    )
    
    $
    (0.76
    )
    
    $
    1.06Income from discontinued operations
    
    
    0.92
    
    
    
    1.74
    
    
    
    2.86Net income (loss) available to common unitholders per common unit
    
    $
    (1.17
    )
    
    $
    0.98
    
    
    $
    3.92- dilutedWeighted average common units outstanding  basic
    
    
    56,904
    
    
    
    56,723
    
    
    
    56,162Weighted average common units outstanding  diluted
    
    
    56,904
    
    
    
    56,723
    
    
    
    56,698Net income (loss)
    
    $
    (50,603
    )
    
    $
    76,688
    
    
    $
    252,864Other comprehensive income (loss):Unrealized income (loss) on cash flow hedging activities
    
    
    (100
    )
    
    
    (535
    )
    
    
    (3,029
    )Change in additional minimum pension liability
    
    
    
    
    
    
    
    
    
    
    239Change related to pension plan termination
    
    
    
    
    
    
    2,615
    
    
    
    Comprehensive income (loss)
    
    $
    (50,703
    )
    
    $
    78,768
    
    
    $
    250,074
  80




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##### Table of Contents



COLONIAL REALTY LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF PARTNERS EQUITY  (amounts in thousands)
 For the Years Ended December 31, 2008, 2007 and 2006Limited
    
    AccumulatedGeneral Partner
    
    Partners
    
    OtherCommon
    
    Preferred
    
    Preferred
    
    ComprehensiveEquity
    
    Equity
    
    Equity
    
    Income (Loss)
    
    TotalBalance, December 31, 2005
    
    $
    1,003,583
    
    
    $
    301,450
    
    
    $
    97,406
    
    
    $
    (915
    )
    
    $
    1,401,524Net income available to common unitholders
before preferred unit distributions
    
    
    222,583
    
    
    
    20,903
    
    
    
    7,250
    
    
    
    
    
    
    
    250,736Net income available to common unitholders
allocated to limited partners
    
    
    (42,135
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (42,135
    )Cash contributions
    
    
    32,686
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    32,686Redeemption of preferred units
    
    
    
    
    
    
    (76,464
    )
    
    
    
    
    
    
    
    
    
    
    (76,464
    )Distributions
    
    
    (153,264
    )
    
    
    (20,903
    )
    
    
    (7,250
    )
    
    
    
    
    
    
    (181,417
    )Unrealized loss on derivative financial instruments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,029
    )
    
    
    (3,029
    )Reclassification adjustments for amounts included
in net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,386
    )
    
    
    (2,386
    )Change in additional minimum pension liability
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    239
    
    
    
    239Adoption of SFAS No. 158
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,615
    )
    
    
    (2,615
    )Adjustment of limited partner common equity
to redemption value
    
    
    2,609
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,609Balance, December 31, 2006
    
    $
    1,066,062
    
    
    $
    224,986
    
    
    $
    97,406
    
    
    $
    (8,706
    )
    
    $
    1,379,748Net income available to common unitholders
before preferred unit distributions
    
    
    55,639
    
    
    
    13,439
    
    
    
    7,250
    
    
    
    
    
    
    
    76,328Net income available to common unitholders
allocated to limited partners
    
    
    (10,099
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (10,099
    )Cash contributions
    
    
    21,859
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21,859Redeemption of preferred units
    
    
    
    
    
    
    (104,436
    )
    
    
    
    
    
    
    
    
    
    
    (104,436
    )Distributions
    
    
    (144,960
    )
    
    
    (13,439
    )
    
    
    (7,250
    )
    
    
    
    
    
    
    (165,649
    )Special cash distribution
    
    
    (11,999
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (11,999
    )Special distribution of joint venture units
    
    
    (229,409
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (229,409
    )Unrealized loss on derivative financial instruments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (535
    )
    
    
    (535
    )Reclassification adjustments for amounts included
in net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    568
    
    
    
    568Termination of pension plan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,615
    
    
    
    2,615Adjustment of limited partner common equity
to redemption value
    
    
    278,561
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    278,561Balance, December 31, 2007
    
    $
    1,025,654
    
    
    $
    120,550
    
    
    $
    97,406
    
    
    $
    (6,058
    )
    
    $
    1,237,552Net loss available to common unitholders
before preferred unit distributions
    
    
    (66,654
    )
    
    
    8,773
    
    
    
    7,251
    
    
    
    
    
    
    
    (50,630
    )Net loss available to common unitholders
allocated to limited partners
    
    
    11,225
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,225Cash contributions
    
    
    2,321
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,321Redeemption of preferred units
    
    
    
    
    
    
    (23,843
    )
    
    
    
    
    
    
    
    
    
    
    (23,843
    )Distributions
    
    
    (100,458
    )
    
    
    (8,773
    )
    
    
    (7,251
    )
    
    
    
    
    
    
    (116,482
    )Unrealized loss on derivative financial instruments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (100
    )
    
    
    (100
    )Reclassification adjustments for amounts included
in net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    953
    
    
    
    953Adjustment of limited partner common equity
to redemption value
    
    
    142,457
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    142,457Balance, December 31, 2008
    
    $
    1,014,545
    
    
    $
    96,707
    
    
    $
    97,406
    
    
    $
    (5,205
    )
    
    $
    1,203,453
  81




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##### Table of Contents



COLONIAL REALTY LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CASH FLOWS  (amounts in thousands)
 For the Years Ended December 31, 2008, 2007 and 20062008
    
    
    2007
    
    
    2006Cash flows from operating activities:Net income (loss)
    
    
    (50,603
    )
    
    
    76,688
    
    
    $
    252,865Adjustments to reconcile net income (loss) to net cash
provided by operating activities:Depreciation and amortization
    
    
    107,610
    
    
    
    123,811
    
    
    
    166,628Loss (Income) from partially-owned unconsolidated entities
    
    
    (12,516
    )
    
    
    (11,207
    )
    
    
    (34,823
    )Distributions of income from partially-owned unconsolidated entities
    
    
    13,344
    
    
    
    13,207
    
    
    
    9,370Gains from sales of property
    
    
    (52,652
    )
    
    
    (128,287
    )
    
    
    (213,383
    )Transaction costs
    
    
    
    
    
    
    11,026
    
    
    
    (Gain) loss on retirement of debt
    
    
    (16,021
    )
    
    
    12,521
    
    
    
    Prepayment penalties
    
    
    
    
    
    
    (29,207
    )
    
    
    Impairment charges
    
    
    116,900
    
    
    
    46,629
    
    
    
    1,600Other, net
    
    
    1,959
    
    
    
    (4,782
    )
    
    
    5,450Decrease (increase) in:Restricted cash
    
    
    440
    
    
    
    5,902
    
    
    
    (7,765
    )Accounts receivable, net
    
    
    2,276
    
    
    
    (276
    )
    
    
    (1,341
    )Prepaid expenses
    
    
    3,362
    
    
    
    10,943
    
    
    
    (2,000
    )Other assets
    
    
    234
    
    
    
    (12,700
    )
    
    
    (12,450
    )Increase (decrease) in:Accounts payable
    
    
    6,838
    
    
    
    (4,104
    )
    
    
    2,229Accrued interest
    
    
    (2,348
    )
    
    
    (9,405
    )
    
    
    3,406Accrued expenses and other
    
    
    (690
    )
    
    
    (1,921
    )
    
    
    2,010Net cash provided by operating activities
    
    
    118,133
    
    
    
    98,838
    
    
    
    171,796Cash flows from investing activities:Acquisition of properties
    
    
    (7,369
    )
    
    
    (125,400
    )
    
    
    (350,306
    )Development expenditures
    
    
    (280,492
    )
    
    
    (314,299
    )
    
    
    (309,923
    )Development expenditures paid to an affiliate
    
    
    (50,605
    )
    
    
    (77,035
    )
    
    
    (59,165
    )Tenant improvements
    
    
    (3,046
    )
    
    
    (5,960
    )
    
    
    (26,133
    )Capital expenditures
    
    
    (24,613
    )
    
    
    (34,198
    )
    
    
    (36,509
    )Issuance of notes receivable
    
    
    (9,436
    )
    
    
    (26,195
    )
    
    
    (40,549
    )Repayments of notes receivable
    
    
    5,939
    
    
    
    56,708
    
    
    
    17,179Proceeds from sales of property, net of selling costs
    
    
    176,997
    
    
    
    650,735
    
    
    
    865,918Transaction costs
    
    
    
    
    
    
    (11,026
    )
    
    
    Distributions from partially owned entities
    
    
    32,734
    
    
    
    100,131
    
    
    
    92,242Capital contributions to partially owned entities
    
    
    (13,363
    )
    
    
    (43,142
    )
    
    
    (17,336
    )Purchase of investments
    
    
    5,757
    
    
    
    (7,379
    )
    
    
    Net cash provided by (used in) investing activities
    
    
    (167,497
    )
    
    
    162,940
    
    
    
    135,418Cash flows from financing activities:Principal reductions of debt
    
    
    (223,295
    )
    
    
    (655,076
    )
    
    
    (260,594
    )Payment of
debt issuance costs
    
    
    (2,272
    )
    
    
    
    
    
    
    Proceeds from additional borrowings
    
    
    71,302
    
    
    
    818,748
    
    
    
    274,011Net change in revolving credit balances
    
    
    259,311
    
    
    
    (147,143
    )
    
    
    (24,656
    )Distributions to common and preferred unitholders
    
    
    (116,482
    )
    
    
    (165,649
    )
    
    
    (181,417
    )Special cash distribution
    
    
    
    
    
    
    (11,999
    )
    
    
    Redemption of preferred units
    
    
    (23,844
    )
    
    
    (105,157
    )
    
    
    (78,527
    )Proceeds
from dividend reinvestment plan and exercise of stock options
    
    
    1,270
    
    
    
    21,859
    
    
    
    32,686Other financing activities, net
    
    
    (282
    )
    
    
    (12,167
    )
    
    
    (11,685
    )Net cash used in financing activities
    
    
    (34,292
    )
    
    
    (256,584
    )
    
    
    (250,182
    )Increase in cash and equivalents
    
    
    (83,656
    )
    
    
    5,194
    
    
    
    57,032Cash and equivalents, beginning of period
    
    
    92,841
    
    
    
    87,647
    
    
    
    30,615Cash and equivalents, end of period
    
    $
    9,185
    
    
    $
    92,841
    
    
    $
    87,647Supplemental disclosures of cash flow information:Cash paid during the year for interest, including amounts capitalized
    
    $
    97,331
    
    
    $
    127,271
    
    
    $
    141,839Cash paid during the year for income taxes
    
    $
    4,755
    
    
    $
    5,799
    
    
    $
    17,513Supplemental disclosure of non cash transactions:Issuance of
community development district bonds (CDD) related to Nor
du Lac project
    
    $
    (24,000
    )
    
    
    
    
    
    
    Conversion
of notes receivable balance due from Regents Park Joint Venture
(Phase I)
    
    $
    (30,689
    )
    
    
    
    
    
    
    Cash flow hedging activities
    
    $
    (100
    )
    
    $
    (535
    )
    
    $
    (3,029
    )
  82




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##### Table of Contents



COLONIAL REALTY LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006
 1. Organization and Basis of Presentation
  2. 2007 Strategic Transactions
    83




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##### Table of Contents



3. Summary of Significant Accounting Policies
 Basis of Presentation
 ,
   84




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##### Table of Contents



Federal Income Tax Status
  Accounting for Uncertainty in
Income Taxes, an interpretation of FASB Statement No. 109
   Land, Buildings, and Equipment
 Accounting for the Impairment or Disposal of Long-Lived
Assets (SFAS No. 144)
 85




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##### Table of Contents



Useful LivesBuildings
    
    20  40 yearsFurniture and fixtures
    
    5 or 7 yearsEquipment
    
    3 or 5 yearsLand improvements
    
    10 or 15 yearsTenant improvements
    
    Life of lease
  Acquisition of Real Estate Assets Business Combinations Determining Whether a Non-monetary Transaction Involves Receipt of Productive Assets or of a
Business
    86




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##### Table of Contents



Undeveloped Land and Construction in Progress
   Cash and Equivalents
  Restricted Cash
 87




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##### Table of Contents



Valuation of Receivables
   Notes Receivable
  (1)
    
    CRLP had a promissory note of approximately $29.5 million related to a for-sale
residential project in which CRLP had a 40% interest. During 2008, the Regents Park
Joint Venture defaulted on this note. As a result, CRLP converted the outstanding notes
receivable due from the Regents Park Joint Venture (Phase I) to preferred equity in the
same joint venture. CRLP did not record a gain or loss upon conversion of the
outstanding notes receivable balance to preferred equity. Because of these events, CRLP
has consolidated this joint venture in its financial statements as of December 31, 2008
(see Note 10).(2)
    
    CRLP had short-term seller financing related to the sale of Colonial Grand at
Shelby Farms I & II for approximately $27.8 million with an original maturity date of
July 27, 2008 and a rate of 6.50%. There were two 30-day extension options available at
a rate of 8.0% and 12.0%, respectively. During July 2008, the buyer exercised the first
of these extension options. In August 2008, the buyer repaid the note in full.
   Deferred Debt and Lease Costs
 Derivative Instruments Accounting for Derivative Instruments and Hedging
Activities
 88




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##### Table of Contents



Share-Based Compensation Share Based
Payment (SFAS No. 123(R)) Accounting for Stock-Based Compensation
 Revenue Recognition Accounting for Sales of Real Estate (SFAS No. 66)
     Net Income Per Unit
 Self Insurance Accruals
 Use of Estimates
 89




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##### Table of Contents



Segment Reporting Disclosures about Segments of an Enterprise
and Related Information (SFAS No. 131)
 Investments in Joint Ventures Accounting for
Investments in Real Estate Ventures
 Investment and Development Expenses -
 Assets and Liabilities Measured at Fair Value - Fair Value Measurements
   Recent Accounting Pronouncements 
 90




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##### 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 (SFAS No. 141(R))
 Disclosures about Derivative Instruments and
Hedging Activities (SFAS No. 161)
 Determination of the Useful Life of
Intangible Assets
 Determining Whether Instruments Granted in Share-Based
Payment Transactions Are Participating Securities
 91




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##### Table of Contents



Equity Method Investment Accounting
Considerations
 4. Restructuring Charges
      5. Impairment
  92




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##### Table of Contents



6. Property Acquisitions and Dispositions
 Property Acquisitions
   93




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##### Table of Contents



EffectiveLocation
    
    Acquisition Date
    
    
    Units/Square Feet(unaudited)Multifamily Properties:Colonial Village at Matthews
    
    Charlotte, NC
    
    January 16, 2008
    
    
    270Colonial Grand at Old Town Scottsdale North
    
    Phoenix, AZ
    
    January 31, 2007
    
    
    208Colonial Grand at Old Town Scottsdale South
    
    Phoenix, AZ
    
    January 31, 2007
    
    
    264Colonial Grand at Inverness Commons
    
    Phoenix, AZ
    
    March 1, 2007
    
    
    300Merritt at Godley Station
    
    Savannah, GA
    
    May 1, 2007
    
    
    312Colonial Village at Willow Creek
    
    Dallas, TX
    
    May 31, 2006
    
    
    478Colonial Grand at McDaniel Farm
    
    Atlanta, GA
    
    May 31, 2006
    
    
    424Colonial Village at Shoal Creek
    
    Dallas, TX
    
    June 1, 2006
    
    
    408Colonial Village at Chancellor Park
    
    Charlotte, NC
    
    June 30, 2006
    
    
    340Colonial Grand at Scottsdale
    
    Phoenix, AZ
    
    July 31, 2006
    
    
    180Colonial Grand at Pleasant Hill
    
    Atlanta, GA
    
    August 31, 2006
    
    
    502Colonial Grand at Shiloh
    
    Atlanta, GA
    
    September 8, 2006
    
    
    498Colonial Village at Oakend
    
    Dallas, TX
    
    September 28, 2006
    
    
    426Colonial Grand at University Center
    
    Charlotte, NC
    
    November 1, 2006
    
    
    156Colonial Grand at Cypress Cove
    
    Charleston, SC
    
    December 28, 2006
    
    
    264
  (in thousands)2008
    
    2007
    
    2006Assets purchased:Land, buildings, and equipment
    
    $
    22,297
    
    
    $
    144,229
    
    
    $
    348,545Other assets
    
    
    
    
    
    
    522
    
    
    
    3,79622,297
    
    
    
    144,751
    
    
    
    352,341Notes and mortgages assumed
    
    
    (14,700
    )
    
    
    (18,944
    )
    
    
    Other liabilities assumed or recorded
    
    
    (228
    )
    
    
    (407
    )
    
    
    (2,035
    )Cash paid
    
    $
    7,369
    
    
    $
    125,400
    
    
    $
    350,306
   ***** Pro Forma (Unaudited) *****Year
    
    Year
    
    YearEnded December 31,
    
    Ended December 31,
    
    Ended December 31,In
thousands, except per unit data
    
    2008
    
    2007
    
    2006Total revenue
    
    $
    344,586
    
    
    $
    406,097
    
    
    $
    481,252Net income
(loss) available to common unitholders
    
    $
    (66,670
    )
    
    $
    54,960
    
    
    $
    223,995Net income
(loss) per common unit  dilutive
    
    $
    (1.17
    )
    
    $
    0.97
    
    
    $
    3.95
 94




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##### Table of Contents



Property Dispositions  Continuing Operations
       Property Dispositions  Discontinued Operations
    95




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##### Table of Contents



,
 96




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##### Table of Contents



Units/SquareProperty
    
    Location
    
    Date
    
    
    Feet(unaudited)MultifamilyColonial Grand at Hunters Creek
    
    Orlando, FL
    
    September 2008
    
    
    496Colonial Grand at Shelby Farms I & II
    
    Memphis, TN
    
    June 2008
    
    
    450Colonial Village at Bear Creek
    
    Fort Worth, TX
    
    June 2008
    
    
    120Colonial Village at Pear Ridge
    
    Dallas, TX
    
    June 2008
    
    
    242Colonial Village at Bedford
    
    Fort Worth, TX
    
    June 2008
    
    
    238Cottonwood Crossing
    
    Fort Worth, TX
    
    June 2008
    
    
    200Beacon Hill
    
    Charlotte, NC
    
    January 2007
    
    
    349Clarion Crossing
    
    Raleigh, NC
    
    January 2007
    
    
    260Colonial Grand at Enclave
    
    Atlanta, GA
    
    January 2007
    
    
    200Colonial Village at Poplar Place
    
    Atlanta, GA
    
    January 2007
    
    
    324Colonial Village at Regency Place
    
    Raleigh, NC
    
    January 2007
    
    
    180Colonial Village at Spring Lake
    
    Atlanta, GA
    
    January 2007
    
    
    188Colonial Village at Timothy Woods
    
    Athens, GA
    
    January 2007
    
    
    204Colonial Grand at Promenade
    
    Montgomery, AL
    
    February 2007
    
    
    384Mayflower Seaside
    
    Virginia Beach, VA
    
    June 2007
    
    
    265Cape Landing
    
    Myrtle Beach, SC
    
    June 2007
    
    
    288Colonial Grand at Natchez Trace
    
    Jackson, MS
    
    June 2007
    
    
    328Colonial Grand at The Reservoir
    
    Jackson, MS
    
    June 2007
    
    
    170Stonebrook
    
    Atlanta, GA
    
    July 2007
    
    
    188The Timbers
    
    Raleigh, NC
    
    January 2006
    
    
    176Summerwalk
    
    Charlotte, NC
    
    January 2006
    
    
    160Colonial Grand at Whitemarsh
    
    Savannah, GA
    
    January 2006
    
    
    352Colonial Village at Stone Brook
    
    Atlanta, GA
    
    January 2006
    
    
    188Colonial Village at Remington Place
    
    Raleigh, NC
    
    January 2006
    
    
    136Colonial Village at Paces Glen
    
    Charlotte, NC
    
    January 2006
    
    
    172Colonial Village at Caledon Woods
    
    Greenville, SC
    
    January 2006
    
    
    350The Trestles
    
    Raleigh, NC
    
    March 2006
    
    
    280The Meadows I, II & III
    
    Asheville, NC
    
    March 2006
    
    
    392Copper Crossing
    
    Fort Worth, TX
    
    March 2006
    
    
    400Colonial Village at Estrada
    
    Dallas, TX
    
    March 2006
    
    
    248Arbor Trace
    
    Norfolk, VA
    
    April 2006
    
    
    148Colonial Village at Haverhill
    
    San Antonio, TX
    
    October 2006
    
    
    322Colonial Grand at Galleria
    
    Birmingham, AL
    
    December 2006
    
    
    1,080Colonial Grand at Riverchase
    
    Birmingham, AL
    
    December 2006
    
    
    468Colonial Village at Research Park
    
    Huntsville, AL
    
    December 2006
    
    
    736Office250 Commerce Center
    
    Montgomery, AL
    
    February 2008
    
    
    37,000Colonial Center at Mansell Overlook
    
    Atlanta, GA
    
    September 2007
    
    
    188,478Colonial Bank Centre
    
    Miami, FL
    
    September 2006
    
    
    235,500Interstate Park
    
    Montgomery, AL
    
    November 2006
    
    
    227,000Retail(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
    
    
    38,660
 
 (1)
    
    Square footage includes anchor-owned square footage. 97




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##### Table of Contents



Development Dispositions
      Held for Sale
     98




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##### Table of Contents



(amounts in thousands)Year Ended December 31,2008
    
    2007
    
    2006Property revenues:Base rent
    
    $
    12,643
    
    
    $
    34,292
    
    
    $
    100,937Tenant recoveries
    
    
    681
    
    
    
    3,727
    
    
    
    7,797Other revenue
    
    
    1,235
    
    
    
    3,477
    
    
    
    9,459Total revenues
    
    
    14,559
    
    
    
    41,496
    
    
    
    118,193Property operating and maintenance expense
    
    
    5,558
    
    
    
    17,350
    
    
    
    46,767Impairment
    
    
    2,025
    
    
    
    2,500
    
    
    
    Depreciation
    
    
    799
    
    
    
    4,475
    
    
    
    23,184Amortization
    
    
    117
    
    
    
    77
    
    
    
    4,890Total operating expenses
    
    
    8,499
    
    
    
    24,402
    
    
    
    74,841Interest expense
    
    
    183
    
    
    
    (3,169
    )
    
    
    (12,574
    )Interest income
    
    
    
    
    
    
    7
    
    
    
    33Other
    
    
    
    
    
    
    (2,409
    )
    
    
    (915
    )Income from discontinued operations before net gain
on disposition of discontinued operations
    
    
    6,243
    
    
    
    11,523
    
    
    
    29,896Net gain on disposition of discontinued operations
    
    
    46,052
    
    
    
    91,218
    
    
    
    134,619Minority interest to limited partners
    
    
    (95
    )
    
    
    (3,989
    )
    
    
    (2,591
    )Income from discontinued operations
    
    $
    52,200
    
    
    $
    98,752
    
    
    $
    161,924
 7. For-Sale Activities
  99




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##### Table of Contents



Years EndedDecember 31,(amounts in thousands)
    
    2008
    
    
    2007
    
    
    2006Condominium conversion revenues
    
    $
    448
    
    
    $
    51,073
    
    
    $
    117,732Condominium conversion costs
    
    
    (401
    )
    
    
    (40,972
    )
    
    
    (86,614
    )Gains on condominium conversion sales, before
minority interest and income taxes
    
    
    47
    
    
    
    10,101
    
    
    
    31,118For-sale residential revenues
    
    
    17,851
    
    
    
    26,153
    
    
    
    12,513For-sale residential costs
    
    
    (16,226
    )
    
    
    (23,016
    )
    
    
    (9,683
    )Gains on for-sale residential sales, before
minority interest and income taxes
    
    
    1,625
    
    
    
    3,137
    
    
    
    2,830Minority interest
    
    
    
    
    
    
    250
    
    
    
    (1,967
    )Provision for income taxes
    
    
    (552
    )
    
    
    (2,630
    )
    
    
    (9,825
    )Gains on condominium conversion and for-sale residential sales, net of
minority interest and income taxes
    
    $
    1,120
    
    
    $
    10,858
    
    
    $
    22,156
     8. Land, Buildings and Equipment
  (in thousands)Useful Lives
    
    
    2008
    
    
    2007Buildings
    
    
    20 to 40 years
    
    
    $
    2,196,792
    
    
    $
    1,821,988Furniture and fixtures
    
    5 or 7 years
    
    
    104,440
    
    
    
    81,818Equipment
    
    3 or 5 years
    
    
    32,064
    
    
    
    26,024Land improvements
    
    10 or 15 years
    
    
    184,501
    
    
    
    159,622Tenant improvements
    
    Life of lease
    
    
    42,076
    
    
    
    41,2342,559,873
    
    
    
    2,130,686Accumulated depreciation
    
    
    
    
    
    
    (406,444
    )
    
    
    (290,118
    )2,153,429
    
    
    
    1,840,568Real estate assets held for sale, net
    
    
    
    
    
    
    102,699
    
    
    
    253,641Land
    
    
    
    
    
    
    337,904
    
    
    
    300,378$
    2,594,032
    
    
    $
    2,394,587
 100




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##### Table of Contents



9. Undeveloped Land and Construction in Progress
  Units
    
    
    Total CostsLocation
    
    (unaudited)
    
    
    (in thousands)Colonial Grand at Traditions (1)
    
    Gulf Shores, AL
    
    
    324
    
    
    $
    13,938Colonial Village at Cypress Village (2)(3)
    
    Gulf Shores, AL
    
    
    96
    
    
    
    26,235Colonial Village at Godley Lake
    
    Savannah, GA
    
    
    288
    
    
    
    26,668Colonial Grand at Ayrsley
    
    Charlotte, NC
    
    
    368
    
    
    
    35,803Colonial Grant at Huntersville
    
    Charlotte, NC
    
    
    250
    
    
    
    26,031Colonial Grand at Matthews Commons
    
    Charlotte, NC
    
    
    216
    
    
    
    21,262Enclave (2)(4)
    
    Charlotte, NC
    
    
    85
    
    
    
    25,353Colonial Grand at Shelby Farms II (5)
    
    Memphis, TN
    
    
    154
    
    
    
    12,7581,781
    
    
    $
    188,048
 
 (1)
    
    Represents 35% of development costs, as we are a 35% equity partner in this unconsolidated
development.(2)
    
    These properties, formerly for-sale residential properties, are now multifamily
apartment communities.(3)
    
    Total costs are presented net of $16.8 million impairment charge recorded during 2007.(4)
    
    Total costs are presented net of a $5.4 million impairment charge recorded during 2007.(5)
    
    This property was sold during June 2008 (see Note 6).  Total
    
    
    TotalSquare Feet (1)
    
    
    CostLocation
    
    
    (unaudited)
    
    
    (in thousands)Office PropertiesColonial Center TownPark 400 (2)
    
    Orlando, FL
    
    
    176
    
    
    $
    27,031Metropolitan Midtown (2)(3)
    
    Charlotte, NC
    
    
    162
    
    
    
    34,569338
    
    
    
    61,600Retail PropertiesColonial Promenade Fultondale (4)
    
    Birmingham, AL
    
    
    159
    
    
    
    21,220Metropolitan Midtown (2)(3)
    
    Charlotte, NC
    
    
    172
    
    
    
    39,501Colonial Promenade Smyrna (5)
    
    Smyrna, TN
    
    
    148
    
    
    
    17,507479
    
    
    $
    78,228
 
 (1)
    
    Square footage is presented in thousands and excludes anchor-owned square footage.(2)
    
    These projects are part of mixed-use developments.(3)
    
    Total costs are net of economic grant proceeds of approximately $8.3 million (present
value).(4)
    
    This property was classified as Real estate assets held for sale on CRLPs Balance Sheet
as of December 31, 2008 and was subsequently sold in February 2009.(5)
    
    Represents 50% of the development costs, as we are a 50% equity partner in this
unconsolidated development.  101




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##### Table of Contents



TotalUnits/
    
    
    
    
    
    
    
    
    
    
    CostsSquare
    
    
    
    
    
    
    Estimated
    
    
    CapitalizedFeet (1)
    
    
    Estimated
    
    
    Total Costs
    
    
    to DateLocation
    
    
    (unaudited)
    
    
    Completion
    
    
    (in thousands)
    
    
    (in thousands)Multifamily Projects:Colonial Grand at Desert Vista
    
    Las Vegas, NV
    
    
    380
    
    
    
    2009
    
    
    
    53,000
    
    
    $
    42,463Colonial Grand at Ashton Oaks
    
    Austin, TX
    
    
    362
    
    
    
    2009
    
    
    
    35,300
    
    
    
    28,316Colonial Grand at Onion Creek
    
    Austin, TX
    
    
    300
    
    
    
    2009
    
    
    
    32,300
    
    
    
    32,000Retail Projects:Colonial Promenade Tannehill (2)
    
    Birmingham, AL
    
    
    350
    
    
    
    2009
    
    
    
    8,900
    
    
    
    5,633Construction in Progress for
Active Developments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    108,412
 
 (1)
    
    Square footage is presented in thousands. Square footage for the retail assets
excludes anchor-owned square-footage.(2)
    
    Total cost and development costs recorded through December 31, 2008 have been reduced
by $44.7 million for the portion of the development that was placed into service during
2008. Total cost for this project is expected to be approximately $53.6 million, of which,
$6.4 million is expected to be received from the city as reimbursement for infrastructure
costs. 102




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##### Table of Contents



CostsTotal Units/
    
    
    CapitalizedSquare Feet (1)
    
    
    to DateLocation
    
    (unaudited)
    
    
    (in thousands)Multifamily Projects:Colonial Grand at Sweetwater
    
    Phoenix, AZ
    
    
    195
    
    
    $
    7,281Colonial Grand at Thunderbird
    
    Phoenix, AZ
    
    
    244
    
    
    
    8,368Colonial Grand at Randal Park (2)
    
    Orlando, FL
    
    
    750
    
    
    
    13,604Colonial Grand at Hampton Preserve
    
    Tampa, FL
    
    
    486
    
    
    
    14,320Colonial Grand at South End
    
    Charlotte, NC
    
    
    353
    
    
    
    12,046Colonial Grand at Wakefield
    
    Raleigh, NC
    
    
    369
    
    
    
    7,210Colonial Grand at Azure
    
    Las Vegas, NV
    
    
    188
    
    
    
    7,728Colonial Grand at Cityway
    
    Austin, TX
    
    
    320
    
    
    
    4,967RetailColonial Pinnacle Craft Farms II (2)
    
    Gulf Shores, AL
    
    
    74
    
    
    
    2,027Colonial Promenade Huntsville
    
    Huntsville, AL
    
    
    111
    
    
    
    9,527Colonial Promenade Nor du Lac (3)
    
    Covington, LA
    
    
    497
    
    
    
    34,029Other Projects and Undeveloped LandMultifamily
    
    
    
    
    
    
    
    
    6,714Office
    
    
    
    
    
    
    
    
    2,880Retail
    
    
    
    
    
    
    
    
    5,502For-Sale Residential (4)
    
    
    
    
    
    
    
    
    43,119Mixed-Use (5)
    
    
    
    
    
    
    
    
    92,942Consolidated Construction in Progress
    
    
    
    
    
    
    
    $
    272,264
 
 (1)
    
    Square footage is presented in thousands. Square footage for the retail assets
excludes anchor-owned square-footage.(2)
    
    These projects are part of mixed-use developments.(3)
    
    Costs capitalized to date are net of a $19.3 million impairment charge (see Note 5) and
excludes $24.0 million of community development district special assessment bonds.(4)
    
    Costs capitalized to date are net of a $6.5 million impairment charge recorded during
2008 and a $14.8 million impairment charge recorded during 2007.(5)
    
    Costs capitalized to date are net of a $29.7 million impairment charge recorded during
2008. 103




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##### Table of Contents



10. Investment in Partially-Owned Entities and Other Arrangements
 Investments in Consolidated Partially-Owned Entities
    Investments in Unconsolidated Partially-Owned Entities
  104




---



##### Table of Contents



(in thousands)Percent
    
    
    December 31,
    
    
    December 31,Owned
    
    
    2008
    
    
    2007Multifamily:Arbors at Windsor Lake, Columbia, SC
    
    
    
    (1)
    
    $
    
    
    
    $
    569Auberry at Twin Creeks, Dallas, TX
    
    
    
    (2)
    
    
    
    
    
    
    702Belterra, Ft. Worth, TX
    
    
    10.00
    %
    
    
    616
    
    
    
    708Carter Regents Park, Atlanta, GA
    
    
    40.00
    %(3)
    
    
    3,424
    
    
    
    5,282CG at Huntcliff, Atlanta, GA
    
    
    20.00
    %
    
    
    1,894
    
    
    
    2,138CG at McKinney, Dallas, TX (Development)
    
    
    25.00
    %
    
    
    1,521
    
    
    
    1,003CG at Research Park, Raleigh, NC
    
    
    20.00
    %
    
    
    1,053
    
    
    
    1,197CG at Traditions, Gulf Shores, AL (Development)
    
    
    35.00
    %
    
    
    570
    
    
    
    1,591CMS / Colonial Joint Venture I
    
    
    15.00
    %
    
    
    289
    
    
    
    435CMS / Colonial Joint Venture II
    
    
    15.00
    %(4)
    
    
    (461
    )
    
    
    (419
    )CMS Florida
    
    
    25.00
    %
    
    
    (561
    )
    
    
    (338
    )CMS Tennessee
    
    
    25.00
    %
    
    
    114
    
    
    
    258CMS V/CG at Canyon Creek, Austin, TX
    
    
    25.00
    %
    
    
    638
    
    
    
    1,226CV at Matthews, Charlotte, NC
    
    
    
    (5)
    
    
    
    
    
    
    1,004DRA Alabama
    
    
    10.00
    %(6)
    
    
    921
    
    
    
    2,260DRA Cunningham, Austin, TX
    
    
    20.00
    %
    
    
    896
    
    
    
    969DRA CV at Cary, Raleigh, NC
    
    
    20.00
    %
    
    
    1,752
    
    
    
    2,026DRA The Grove at Riverchase, Birmingham, AL
    
    
    20.00
    %
    
    
    1,291
    
    
    
    1,409Fairmont at Fossil Creek, Fort Worth, TX
    
    
    
    (7)
    
    
    
    
    
    
    567Park Crossing, Fairfield, CA
    
    
    
    (8)
    
    
    
    
    
    
    797Stone Ridge, Columbia, SC
    
    
    
    (9)
    
    
    
    
    
    
    451Total Multifamily
    
    
    
    
    
    
    13,957
    
    
    
    23,835Office:600 Building Partnership, Birmingham, AL
    
    
    33.33
    %
    
    
    118
    
    
    
    76Colonial Center Mansell JV
    
    
    15.00
    %
    
    
    727
    
    
    
    1,377DRA / CLP JV
    
    
    15.00
    %(10)
    
    
    (10,976
    )
    
    
    (6,603
    )DRA / CRT JV
    
    
    15.00
    %(11)
    
    
    24,091
    
    
    
    23,365Huntville TIC, Huntsville, AL
    
    
    10.00
    %(12)
    
    
    (3,746
    )
    
    
    7,922Total Office
    
    
    
    
    
    
    10,214
    
    
    
    26,137Retail:Colonial Promenade Alabaster II/Tutwiler II, Birmingham, AL
    
    
    5.00
    %
    
    
    (173
    )
    
    
    (107
    )Colonial Promenade Craft Farms, Gulf Shores, AL
    
    
    15.00
    %
    
    
    823
    
    
    
    1,300Colonial Promenade Madison, Huntsville, AL
    
    
    25.00
    %
    
    
    2,187
    
    
    
    2,258Colonial Promenade Smyrna, Smyrna, TN
    
    
    50.00
    %
    
    
    2,378
    
    
    
    2,297GPT / Colonial Retail JV
    
    
    
    (13)
    
    
    
    
    
    
    (5,021
    )Highway 150, LLC, Birmingham, AL
    
    
    10.00
    %
    
    
    67
    
    
    
    64OZRE JV
    
    
    17.10%
    (14)
    
    
    (7,579
    )
    
    
    (6,204
    )Parkside Drive LLC I, Knoxville, TN
    
    
    50.00
    %
    
    
    4,673
    
    
    
    6,898Parkside Drive LLC II, Knoxville, TN (Development)
    
    
    50.00
    %
    
    
    6,842
    
    
    
    6,270Parkway Place Limited Partnership, Huntsville, AL
    
    
    50.00
    %(15)
    
    
    10,690
    
    
    
    10,34219,908
    
    
    
    18,097Other:Colonial / Polar-BEK Management Company, Birmingham, AL
    
    
    50.00
    %
    
    
    33
    
    
    
    28Heathrow, Orlando, FL
    
    
    50.00
    %
    
    
    2,109
    
    
    
    1,5852,142
    
    
    
    1,613$
    46,221
    
    
    $
    69,682
 
 Footnotes on following page 105




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##### Table of Contents



(1)
    
    CRLP sold its 10% interest in Arbors at Windsor Lake during January 2008.(2)
    
    CRLP sold its 15% interest in Auberry at Twin Creeks during January 2008.(3)
    
    CRLP began consolidating the Regents Park Joint Venture (Phase I) in its financial
statements as of September 30, 2008. The Regents Park Joint Venture (Phase II) consists of
undeveloped land.(4)
    
    The CMS/Colonial Joint Venture II holds one property in which CRLP has a 15%
partnership interest.(5)
    
    CRLP acquired the remaining 75% interest in Colonial Village at Matthews during January
2008 (see Note 6).(6)
    
    The DRA Alabama sold its 10% interest in Madison at Shoal Run and Meadows of Brook
Highland during December 2008. The JV only has one property as of December 31, 2008.(7)
    
    CRLP sold its 15% interest in Fairmont at Fossil Creek during January 2008.(8)
    
    CRLP sold its 10% interest in Park Crossing during February 2008.(9)
    
    CRLP sold its 10% interest in Stone Ridge during June 2008.(10)
    
    As of December 31, 2008, this joint venture included 16 office properties and 2 retail
properties located in Birmingham, Alabama; Orlando and Tampa, Florida; Atlanta, Georgia;
Charlotte, North Carolina and Austin, Texas. Amount includes the value of CRLPs investment
of approximately $23.2 million, offset by the excess basis difference on the June 2007
joint venture transaction (see Note 2) of approximately $34.1 million, which is being
amortized over the life of the properties.(11)
    
    As of December 31, 2008, this joint venture included 17 properties located in Ft.
Lauderdale, Jacksonville and Orlando, Florida; Atlanta, Georgia; Charlotte, North Carolina;
Memphis, Tennessee and Houston, Texas. CRLP sold its 15% interest in Decoverly, located in
Rockville, Maryland, during May 2008.(12)
    
    Amount includes CRLPs investment of approximately $3.8 million, offset by the excess
basis difference on the transaction of approximately $7.5 million, which is being amortized
over the life of the properties.(13)
    
    CRLP sold its 10% interest in GPT/ Colonial Retail JV during February 2008.(14)
    
    As of December 31, 2008, this joint venture included 11 retail properties located in
Birmingham, Alabama; Jacksonville, Orlando, Punta Gorda and Tampa, Florida; Athens, Georgia
and Houston, Texas. Amount includes the value of CRLPs investment of approximately $9.0
million, offset by the excess basis difference on the June 2007 joint venture transaction
of approximately $16.6 million, which is being amortized over the life of the properties.
As of June 1, 2008, CRLPs percentage ownership increased from 15.0% to 17.1% (see Note 2).(15)
    
    As of November 1, 2008, CRLPs interest in Parkway Place limited partnership
increased from 45.00% to 50.0%, due to a JV Partner executing a put option.  Units
    
    
    Sales PriceLocation
    
    (unaudited)
    
    
    (in millions)Park Crossing
    
    Fairfield, CA
    
    
    200
    
    
    $
    3.4Auberry at Twin Creek
    
    Dallas, TX
    
    
    216
    
    
    
    3.2Fairmont at Fossil Creek
    
    Fort Worth, TX
    
    
    240
    
    
    
    3.2Arbors at Windsor Lake
    
    Columbia, SC
    
    
    228
    
    
    
    1.4884
    
    
    $
    11.2
      106




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107




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As of December 31,(in thousands)
    
    2008
    
    
    2007Balance SheetAssetsLand, building, & equipment, net
    
    $
    3,130,487
    
    
    $
    3,713,743Construction in progress
    
    
    57,441
    
    
    
    106,098Other assets
    
    
    317,164
    
    
    
    342,894Total assets
    
    $
    3,505,092
    
    
    $
    4,162,735Liabilities and Partners EquityNotes payable (1)
    
    $
    2,711,059
    
    
    $
    3,224,146Other liabilities
    
    
    156,700
    
    
    
    115,346Partners Equity
    
    
    637,333
    
    
    
    823,243Total liabilities and partners capital
    
    $
    3,505,092
    
    
    $
    4,162,735
 Statement of Operations
 (for the years ended)
    
    2008
    
    
    2007
    
    
    2006Revenues
    
    $
    457,088
    
    
    $
    425,115
    
    
    $
    380,280Operating expenses
    
    
    (180,731
    )
    
    
    (174,278
    )
    
    
    (155,845
    )Interest expense
    
    
    (165,258
    )
    
    
    (154,896
    )
    
    
    (143,862
    )Depreciation, amortization and other
    
    
    (159,426
    )
    
    
    (68,927
    )
    
    
    87,613Net income (loss) (2)
    
    $
    (48,327
    )
    
    $
    27,014
    
    
    $
    168,186
 
 Footnotes on following page 108




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##### Table of Contents



(1)
    
    CRLPs pro rata portion of indebtedness, as calculated based on ownership percentage,
at December 31, 2008 and 2007 was $476.3 million and $544.2 million, respectively.(2)
    
    In addition to CRLPs pro-rata share of income (loss) from partially-owned
unconsolidated entities, Income from partially-owned unconsolidated entities of $12.5
million for the year ended December 31, 2008 includes gains on CRLPs dispositions of
joint-venture interests and amortization of basis differences which are not reflected in
the table above.  Total Assets
    
    
    Total Debt
    
    
    Total Equity2008
    
    
    2007
    
    
    2008
    
    
    2007
    
    
    2008
    
    
    2007DRA/CRT
    
    $
    1,189,996
    
    
    $
    1,248,807
    
    
    $
    940,981
    
    
    $
    993,264
    
    
    $
    201,447
    
    
    $
    202,162DRA/CLP
    
    
    927,397
    
    
    
    973,861
    
    
    
    741,907
    
    
    
    741,907
    
    
    
    153,962
    
    
    
    194,210OZRE
    
    
    363,589
    
    
    
    378,497
    
    
    
    292,714
    
    
    
    284,000
    
    
    
    52,890
    
    
    
    74,012GPT (1)
    
    
    
    
    
    
    374,498
    
    
    
    
    
    
    
    322,776
    
    
    
    
    
    
    
    43,982Huntsville TIC (2)
    
    
    224,644
    
    
    
    160,478
    
    
    
    107,540
    
    
    
    107,540
    
    
    
    36,112
    
    
    
    49,980$
    2,705,626
    
    
    $
    3,136,141
    
    
    $
    2,083,142
    
    
    $
    2,449,487
    
    
    $
    444,411
    
    
    $
    564,346
 
 (1)
    
    CRLP sold its interest in this joint venture in February 2008.(2)
    
    During 2008, CRLP reduced its interest in this joint venture from 40.0% to 10.0%.  Total Revenues
    
    
    Net Income (Loss)
    
    
    Share of Net Income (Loss)(1)2008
    
    
    2007
    
    
    2006
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2008
    
    
    2007
    
    
    2006DRA/CRT (2)
    
    $
    172,985
    
    
    $
    170,433
    
    
    $
    215,676
    
    
    $
    (19,994
    )
    
    $
    13,179
    
    
    $
    (41,909
    )
    
    $
    (1,694
    )
    
    $
    2,941
    
    
    $
    (6,286
    )DRA/CLP
    
    
    117,445
    
    
    
    62,812
    
    
    
    
    
    
    
    (17,892
    )
    
    
    (1,682
    )
    
    
    
    
    
    
    (398
    )
    
    
    975
    
    
    
    OZRE
    
    
    34,607
    
    
    
    18,695
    
    
    
    
    
    
    
    (9,916
    )
    
    
    (5,314
    )
    
    
    
    
    
    
    (665
    )
    
    
    (232
    )
    
    
    GPT (3)
    
    
    8,191
    
    
    
    48,692
    
    
    
    45,896
    
    
    
    (1,752
    )
    
    
    (13,403
    )
    
    
    (9,581
    )
    
    
    11,977
    
    
    
    (917
    )
    
    
    (958
    )Huntsville TIC (4)
    
    
    24,662
    
    
    
    4,005
    
    
    
    
    
    
    
    (10,809
    )
    
    
    (1,018
    )
    
    
    
    
    
    
    4,063
    
    
    
    1,016
    
    
    
    $
    357,890
    
    
    $
    304,637
    
    
    $
    261,572
    
    
    $
    (60,363
    )
    
    $
    (8,238
    )
    
    $
    (51,490
    )
    
    $
    13,283
    
    
    $
    3,783
    
    
    $
    (7,244
    )
 
 (1)
    
    Includes amortization of excess basis differences, management fee eliminations and
gains on sale.(2)
    
    Net Income for 2007 is attributable to the sale of Las Olas Centre and St. Petersburg
Center. Gains on the sales of these assets were approximately $45.6 million.(3)
    
    CRLP sold its interest in this joint venture in February 2008 and recognized a gain of
approximately $12.2 million.(4)
    
    CRLP sold a portion of its interest in this joint venture in a series of 10
transactions during 2008 and recognized a gain of approximately $6.0 million. Investments in Variable Interest Entities
   
    
    determine whether the entity meets the criteria to qualify as a VIE, and
    
    determine whether CRLP is the primary beneficiary of the VIE.
  109




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
    
    the design of the entity, including the nature of its risks and the purpose for
which the entity was created, to determine the variability that the entity was
designed to create and distribute to its interest holders;
    
    the nature of CRLPs involvement with the entity;
    
    whether control of the entity may be achieved through arrangements that do not
involve voting equity;
    
    whether there is sufficient equity investment at risk to finance the activities
of the entity;
    
    whether parties other than the equity holders have the obligation to absorb
expected losses or the right to receive residual returns; and
    
    whether the voting rights and the economic rights are proportional.
  
    
    whether CRLPs variable interest absorbs the majority of the VIEs expected
losses,
    
    whether CRLPs variable interest receives the majority of the VIEs expected
returns, and
    
    whether CRLP has the ability to make decisions that significantly affect the
VIEs results and activities.
  Unconsolidated Variable Interest Entities
  (in thousands)
 MaximumCarrying Amount
    
    Potential Additonal
    
    Exposure toVIE
    
    of Investment
    
    Support Obligation
    
    LossDRA/CRT JV
    
    $
    24,091
    
    
    $
    17,400
    
    
    $
    41,491CG at Canyon Creek
    
    
    638
    
    
    
    4,000
    
    
    
    4,638CG at Traditions
    
    
    570
    
    
    
    3,500
    
    
    
    4,070
    110




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11. Segment Information
  111




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For the Year Ended December 31,(in thousands)
    
    2008
    
    
    2007
    
    
    2006Revenues:Segment Revenues:Multifamily
    
    $
    314,567
    
    
    $
    307,943
    
    
    $
    320,520Office
    
    
    57,265
    
    
    
    98,735
    
    
    
    172,381Retail
    
    
    36,843
    
    
    
    70,664
    
    
    
    110,291Total Segment Revenues
    
    
    408,675
    
    
    
    477,342
    
    
    
    603,192Partially-owned unconsolidated entities  Mfam
    
    
    (8,605
    )
    
    
    (10,287
    )
    
    
    (18,906
    )Partially-owned unconsolidated entities  Off
    
    
    (49,687
    )
    
    
    (41,392
    )
    
    
    (33,736
    )Partially-owned unconsolidated entities  Rtl
    
    
    (20,132
    )
    
    
    (19,028
    )
    
    
    (14,497
    )Construction revenues
    
    
    10,137
    
    
    
    38,448
    
    
    
    30,484Other non-property related revenue
    
    
    18,629
    
    
    
    19,352
    
    
    
    17,693Discontinued operations property revenues
    
    
    (14,559
    )
    
    
    (41,496
    )
    
    
    (118,193
    )Total Consolidated Revenues
    
    
    344,458
    
    
    
    422,939
    
    
    
    466,037NOI:Segment NOI:Multifamily
    
    
    188,255
    
    
    
    182,950
    
    
    
    190,838Office
    
    
    34,868
    
    
    
    62,496
    
    
    
    112,616Retail
    
    
    25,953
    
    
    
    48,738
    
    
    
    79,321Total Segment NOI
    
    
    249,076
    
    
    
    294,184
    
    
    
    382,775Partially-owned unconsolidated entities  Mfam
    
    
    (4,221
    )
    
    
    (4,964
    )
    
    
    (10,813
    )Partially-owned unconsolidated entities  Off
    
    
    (29,513
    )
    
    
    (24,170
    )
    
    
    (20,416
    )Partially-owned unconsolidated entities  Rtl
    
    
    (14,384
    )
    
    
    (13,042
    )
    
    
    (9,897
    )Other non-property related revenue
    
    
    18,629
    
    
    
    19,352
    
    
    
    17,693Discontinued operations property NOI
    
    
    (6,976
    )
    
    
    (21,646
    )
    
    
    (71,426
    )Impairment  discontinued ops (1)
    
    
    (2,025
    )
    
    
    (2,500
    )
    
    
    Impairments  continuing ops (2)
    
    
    (116,550
    )
    
    
    (44,129
    )
    
    
    (1,600
    )Construction NOI
    
    
    607
    
    
    
    3,902
    
    
    
    1,073Property management expenses
    
    
    (8,426
    )
    
    
    (12,178
    )
    
    
    (12,535
    )General and administrative expenses
    
    
    (23,326
    )
    
    
    (25,650
    )
    
    
    (20,181
    )Management fee and other expenses
    
    
    (15,316
    )
    
    
    (15,673
    )
    
    
    (12,575
    )Restructuring charge
    
    
    (1,028
    )
    
    
    (3,019
    )
    
    
    Investment and developments
    
    
    (4,358
    )
    
    
    (1,516
    )
    
    
    (1,010
    )Depreciation
    
    
    (102,237
    )
    
    
    (109,570
    )
    
    
    (125,706
    )Amortization
    
    
    (3,275
    )
    
    
    (10,582
    )
    
    
    (17,843
    )Income (Loss) from operations
    
    
    (63,323
    )
    
    
    28,799
    
    
    
    97,539Total other income (expense), net (3)
    
    
    (39,495
    )
    
    
    (49,528
    )
    
    
    (7,365
    )Income (Loss) before minority interest
and discontinued operations
    
    $
    (102,818
    )
    
    $
    (20,729
    )
    
    $
    90,174
 December 31,
    
    
    December 31,(in thousands)
    
    2008
    
    
    2007AssetsSegment AssetsMultifamily
    
    $
    2,473,262
    
    
    $
    2,449,558Office
    
    
    126,721
    
    
    
    82,630Retail
    
    
    276,193
    
    
    
    149,933For-Sale Residential
    
    
    106,114
    
    
    
    211,729Total Segment Assets
    
    
    2,982,290
    
    
    
    2,893,850Unallocated corporate assets (4)
    
    
    172,211
    
    
    
    335,787$
    3,154,501
    
    
    $
    3,229,637
 
 Footnotes on following page 112




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(1)
    
    The impairment charge recorded during 2008 is related to two of CRLPs condominium
conversion properties. The impairment charge recorded during 2007 is related to a retail
asset sold during 2007.(2)
    
    During 2008, CRLP recorded a $114.9 million impairment charge related to CRLPs for-sale
residential business and certain development projects. Additionally, there was $1.7 million
in casualty losses recorded as a result of fire damage at four multifamily apartment
communities. Of the $44.1 million impairment charge presented in continuing operations in
2007, $43.3 million is related to CRLPs for-sale residential business as a result of the
deterioration in the single family housing market and dislocation in the mortgage market and
$0.8 million is a result of fire damage sustained at two multifamily apartment communities.(3)
    
    For-sale residential activities including net gain on sales and income tax expense
(benefit) are included in other income. (See table below for additional details on for-sale
residential activities and also Note 7 related to for-sale activities).(4)
    
    Includes CRLPs investment in partially-owned entities of $46,221 and $69,682 as of
December 31, 2008 and 2007, respectively. For-Sale Residential
 For the Year Ended December 31,(in thousands)
    
    2008
    
    
    2007
    
    
    2006Gains on for-sale residential sales
    
    $
    1,625
    
    
    $
    3,137
    
    
    $
    2,830Impairment
    
    
    (35,900
    )
    
    
    (43,300
    )
    
    
    (1,600
    )Income tax benefit (expense) (1)
    
    
    (562
    )
    
    
    15,398
    
    
    
    (1,404
    )Income (loss) from for-sale residential sales
    
    $
    (34,837
    )
    
    $
    (24,765
    )
    
    $
    (174
    )
 
 (1)
    
    CRLP has established a partial valuation allowance for the portion of the net deferred
tax asset in excess of the amount that it is more likely than not of recovery (see Note
18). 12. Notes and Mortgages Payable
  (in thousands)2008
    
    
    2007Unsecured credit facility
    
    $
    311,630
    
    
    $
    39,316Mortgages and other notes:3.37% to 6.00%
    
    
    755,786
    
    
    
    714,1976.01% to 7.50%
    
    
    649,603
    
    
    
    843,3267.51% to 9.00%
    
    
    45,000
    
    
    
    45,000$
    1,762,019
    
    
    $
    1,641,839
    113




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(in thousands)2009
    
    $
    6812010
    
    
    272,5412011
    
    
    100,7282012 (1)
    
    
    411,9102013
    
    
    113,756Thereafter
    
    
    862,403$
    1,762,019
 
 (1)
    
    Year 2012 includes $311.6 million outstanding on CRLPs credit facility as of
December 31, 2008, which matures in June 2012.   13. Derivative Instruments
    115




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14. Capital Structure
   (in thousands)Redemption value, December 31, 2007
    
    $
    227,494Net income available to common unitholders
allocated to limited partners
    
    
    (11,225
    )Adjustment of limited partner common equity
to redemption value
    
    
    (142,457
    )Redemption value, December 31, 2008
    
    $
    73,812
   15. Cash Contributions
   117




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16. Share-based Compensation
  118




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Incentive Share Plans
    For the Year EndingDecember 31,2008
    
    2007
    
    2006Dividend yield
    
    
    7.92
    %
    
    
    5.76
    %
    
    
    5.76
    %Expected volatility
    
    
    20.70
    %
    
    
    19.42
    %
    
    
    21.01
    %Risk-free interest rate
    
    
    3.77
    %
    
    
    4.64
    %
    
    
    5.11
    %Expected option term (years)
    
    
    7.1
    
    
    
    7.2
    
    
    
    7.5
    119




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Options OutstandingWeighted AverageShares
    
    
    Exercise Price (1)Options outstanding, beginning of period
    
    
    1,594,930
    
    
    $
    24.65Granted
    
    
    215,279
    
    
    
    23.56Exercised
    
    
    (57,075
    )
    
    
    19.62Forfeited
    
    
    (228,749
    )
    
    
    29.17Options outstanding, end of period
    
    
    1,524,385
    
    
    $
    24.00
 
 (1)
    
    In connection with the special distribution paid by the Trust related to the recapitalization
during 2007 (see Note 2), the exercise price of all of the Trusts then outstanding options
has been reduced by $10.63 per share for all periods presented as required under the terms of
the Trusts option plans.    (amounts in thousands)Balance, December 31, 2007
    
    $
    8,349Amortization of deferred compensation
    
    
    (3,317
    )Reversal of deferred compensation due to cancelled shares (1)
    
    
    (2,956
    )Issuance of restricted shares
    
    
    4,516Balance, December 31, 2008
    
    $
    6,592
 
 (1)
    
    Of this amount, $2.6 million is attributable to the Trusts restructuring
during 2008.  Weighted AverageFor the Year Ended
    
    
    Grant DateDecember 31, 2008
    
    
    Fair ValueNonvested Restricted Shares, December 31, 2007
    
    
    419,609
    
    
    $
    41.35Granted
    
    
    284,982
    
    
    
    21.38Vested
    
    
    (123,123
    )
    
    
    42.00Cancelled/Forfeited
    
    
    (172,931
    )
    
    
    35.28Nonvested Restricted Shares, December 31, 2008
    
    
    408,537
    
    
    $
    32.08
 120




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##### Table of Contents



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).
     
    
    risk-free rate,
    
    expected standard deviation of returns (i.e., volatility),
    
    expected dividend yield, and
    
    correlation in stock price movement.
   121




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##### Table of Contents



Employee Share Purchase Plan
  17. Employee Benefits
 Noncontributory Defined Benefit Pension Plan
    (in thousands)Change in benefit obligation
    
    2007Benefit obligation at beginning of year
    
    $
    15,662Service cost
    
    
    253Interest cost
    
    
    758Curtailment (gain) loss
    
    
    (4,087
    )Settlment (gain) loss
    
    
    (380
    )Benefits paid
    
    
    (134
    )Settlement payments
    
    
    (13,949
    )Actuarial (gain) loss
    
    
    2,592Benefit obligation at end of year
    
    $
    715Change in plan assetsFair value of plan assets at beginning of year
    
    $
    10,317Actual return on plan assets
    
    
    718Employer contributions
    
    
    3,100Benefits paid
    
    
    (134
    )Settlement payments
    
    
    (13,949
    )Fair value of plan assets at end of year
    
    $
    52Funded status
    
    $
    (663
    )
  122




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##### Table of Contents



Amounts recognized in the consolidated balance sheets
    
    (in thousands)2007Other liabilities
    
    $
    (663
    )
 Amounts recognized in accumulated other comprehensive income2007Net (gain) loss
    
    $
    Prior service cost
    
    
    Net amount recognized
    
    $
    
  (in thousands)
    
    2007Accumulated benefit obligation
    
    $
    715
  Components of Net Periodic Benefit Cost
    
    (in thousands)2007Service cost
    
    $
    253Interest cost
    
    
    758Expected return on plan assets
    
    
    (611
    )Amortization of prior service cost
    
    
    1Amortization of net (gain) loss
    
    
    22Curtailment (gain) loss
    
    
    33Settlement (gain) loss
    
    
    549Net periodic benefit cost
    
    $
    1,005
  Other Changes in Plan Assets and Benefit ObligationsRecognized
in Other Comprehensive Income
    
    (in thousands)2007Net (gain) loss
    
    $
    (2,581
    )Prior service cost
    
    
    (33
    )Amortization of prior service cost
    
    
    (1
    )Total recognized in other comprehensive income
    
    $
    (2,615
    )Total recognized in net periodic benefit cost and
other comprehensive income
    
    $
    (1,610
    )
 Estimated amortization from accumulated other comprehensiveincome
into net periodic pension cost over the next twelve months(in thousands)Amortization of net (gain) loss
    
    $
    Amortization of prior service cost
    
    $
    
  123




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##### Table of Contents



2007Weighted-average assumptions used to determine
benefit obligations at December 31Discount rate
    
    
    5.00
    %Rate of compensation increase
    
    
    n/aWeighted-average assumptions used to determine
net cost for years ended December 31Discount rate
    
    
    5.00
    %Expected long-term rate of return on plan assets
    
    
    5.00
    %Rate of compensation increase
    
    
    3.00
    %
  (in thousands)Contributions
    
    Employer2006
    
    $
    8142007
    
    $
    3,100Benefit payments (including termination settlement payments)2007
    
    $
    14,084401(k) Plan
  18. Income Taxes
   124




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##### Table of Contents



(in thousands)2008
    
    
    2007
    
    
    2006Current tax expense (benefit):Federal
    
    $
    (10,417
    )
    
    $
    7,929
    
    
    $
    13,242State
    
    
    56
    
    
    
    1,401
    
    
    
    2,040(10,361
    )
    
    
    9,330
    
    
    
    15,282Deferred tax expense (benefit):Federal
    
    
    11,063
    
    
    
    (14,187
    )
    
    
    (2,641
    )State
    
    
    72
    
    
    
    (2,587
    )
    
    
    (482
    )11,135
    
    
    
    (16,774
    )
    
    
    (3,123
    )Total income tax expense (benefit)
    
    
    774
    
    
    
    (7,444
    )
    
    
    12,159Income tax expense (benefit)  discontinued operations
    
    
    (1,064
    )
    
    
    (1,839
    )
    
    
    (8,554
    )Income tax expense (benefit)  continuing operations
    
    
    (290
    )
    
    
    (9,283
    )
    
    
    3,605
   (in thousands)2008
    
    
    2007Deferred tax assets:Real estate asset basis differences
    
    $
    84
    
    
    $
    128Impairments
    
    
    44,550
    
    
    
    17,466Deferred revenue
    
    
    1,971
    
    
    
    1,795Allowance for doubtful accounts
    
    
    737
    
    
    
    321Accrued liabilities
    
    
    340
    
    
    
    458$
    47,682
    
    
    $
    20,168Deferred tax liabilities:Real estate asset basis differences
    
    
    (4,088
    )
    
    
    (271
    )(4,088
    )
    
    
    (271
    )Net deferred tax assets, before valuation allowance
    
    $
    43,594
    
    
    $
    19,897Valuation allowance
    
    
    (34,283
    )
    
    
    Net deferred tax assets, included in other assets
    
    $
    9,311
    
    
    $
    19,897
   125




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##### Table of Contents



2008
    
    
    2007Federal tax rate
    
    
    35.00
    %
    
    
    35.00
    %Valuation reserve
    
    
    (35.87
    %)
    
    
    State income tax, net of federal income tax benefit
    
    
    (0.1
    %)
    
    
    4.09
    %Other
    
    
    0.07
    %
    
    
    2.78
    %CPSI provision for income taxes
    
    
    (0.9
    %)
    
    
    41.87
    %
  19. Leasing Operations
  (in thousands)2009
    
    $
    25,8632010
    
    
    26,4132011
    
    
    26,1902012
    
    
    23,6932013
    
    
    21,980Thereafter
    
    
    133,683$
    257,822
   20. Commitments, Contingencies, Guarantees and Other Arrangements
 Commitments and Contingencies
  
    
    In connection with the dispute, in January 2008, the contractor filed a lawsuit
against CRLP alleging, among other things, breach of contract, enforcement of a lien
against real property, misrepresentation, conversion, declaratory judgment and an
accounting of costs, and is seeking $10.3 million in damages, plus consequential and
punitive damages.
    
    Certain of the subcontractors, vendors and other parties, involved in the
projects, including purchasers of units, have also made claims in the form of lien
claims, general claims or lawsuits. CRLP has been sued by purchasers of certain
condominium units alleging breach of contract, fraud, construction deficiencies and
misleading sales practices. Both compensatory and punitive damages are sought in
these actions. Some of these claims have been resolved by negotiations and
mediations, and others may also be similarly resolved. Some of these claims will
likely be arbitrated or litigated to conclusion.
 126




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Guarantees and Other Arrangements
    127




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21. Related Party Transactions
     128




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22. Subsequent Events
 Property Disposition
  Financing Activities
    Restructuring Charges
  Distribution
  129




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##### Table of Contents



23. Quarterly Financial Information (Unaudited)
  2008  (in thousands, except per unit data)
 First
    
    Second
    
    Third
    
    FourthQuarter
    
    Quarter
    
    Quarter
    
    QuarterRevenues
    
    $
    88,991
    
    
    $
    84,073
    
    
    $
    86,165
    
    
    $
    85,229Income (loss) from continuing operations
    
    
    15,691
    
    
    
    3,946
    
    
    
    126
    
    
    
    (122,566
    )Income from discontinued operations
    
    
    6,050
    
    
    
    11,106
    
    
    
    36,129
    
    
    
    (1,085
    )Net income (loss)
    
    
    21,741
    
    
    
    15,052
    
    
    
    36,255
    
    
    
    (123,651
    )Distributions to preferred unitholders
    
    
    (4,315
    )
    
    
    (3,993
    )
    
    
    (3,850
    )
    
    
    (3,866
    )Preferred share issuance costs write-off
    
    
    (184
    )
    
    
    (83
    )
    
    
    240
    
    
    
    Net income (loss) available to common unitholders
    
    
    17,242
    
    
    
    10,976
    
    
    
    32,645
    
    
    
    (127,517
    )Net income (loss) per unit:Basic
    
    $
    0.30
    
    
    $
    0.19
    
    
    $
    0.58
    
    
    $
    (2.24
    )Diluted
    
    $
    0.30
    
    
    $
    0.19
    
    
    $
    0.58
    
    
    $
    (2.24
    )Weighted average common units outstanding:Basic
    
    
    56,868
    
    
    
    56,876
    
    
    
    56,922
    
    
    
    56,904Diluted
    
    
    57,029
    
    
    
    56,876
    
    
    
    56,922
    
    
    
    56,904
 2007   (in thousands, except per unit data)
 First
    
    Second
    
    Third
    
    FourthQuarter
    
    Quarter
    
    Quarter
    
    QuarterRevenues
    
    $
    125,611
    
    
    $
    120,012
    
    
    $
    89,805
    
    
    $
    87,511Income (loss) from continuing operations
    
    
    4,707
    
    
    
    (16,157
    )
    
    
    (18,321
    )
    
    
    7,707Income from discontinued operations
    
    
    40,731
    
    
    
    40,740
    
    
    
    14,981
    
    
    
    2,300Net income
    
    
    45,438
    
    
    
    24,583
    
    
    
    (3,340
    )
    
    
    10,007Distributions to preferred unitholders
    
    
    (6,303
    )
    
    
    (5,683
    )
    
    
    (4,352
    )
    
    
    (4,351
    )Preferred share issuance costs write-off
    
    
    
    
    
    
    (330
    )
    
    
    (30
    )
    
    
    Net income available to common unitholders
    
    
    39,135
    
    
    
    18,570
    
    
    
    (7,722
    )
    
    
    5,656Net income (loss) per unit:Basic
    
    $
    0.69
    
    
    $
    0.33
    
    
    $
    (0.14
    )
    
    $
    0.10Diluted
    
    $
    0.69
    
    
    $
    0.33
    
    
    $
    (0.14
    )
    
    $
    0.10Weighted average common units outstanding:Basic
    
    
    56,543
    
    
    
    56,706
    
    
    
    56,793
    
    
    
    56,849Diluted
    
    
    56,543
    
    
    
    56,706
    
    
    
    56,793
    
    
    
    57,273
 130




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##### Table of Contents



Report of Independent Registered Public Accounting Firm
 
 Internal Control  Integrated Framework
   /s/ PricewaterhouseCoopers LLPBirmingham, Alabama  131




---



##### Table of Contents



Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
  
 
 Item 9A. Controls and Procedures.
 Evaluation of Disclosure Controls and Procedure
  Changes in Internal Control Over Financial Reporting
  Managements Report on Internal Control Over Financial Reporting
      
 
 Item 9B. Other Information.
  132




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##### Table of Contents



PART III
 
 
 Item 10. Trustees, Executive Officers and Corporate Governance.
   
 
 Item 11. Executive Compensation.
  
 
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
      Number of
    
    Percent ofName and Business Address of Beneficial Owner
    
    Units
    
    Units (1)Colonial Properties Trust
    
    
    48,607,490
    
    
    
    84.6
    %Thomas H. Lowder
    
    
    1,931,819
    (2)
    
    
    4.2
    %James K. Lowder
2000 Interstate Parkway Suite 400
Montgomery, Albama 36104
    
    
    1,931,885
    (3)
    
    
    4.2
    %Carl F. Bailey
    
    
    17,595
    
    
    
    *M. Miller Gorrie
    
    
    266,523
    (4)
    
    
    *William M. Johnson
    
    
    313,200
    
    
    
    *Glade M. Knight
    
    
    
    
    
    
    *Herbert A. Meisler
    
    
    544,529
    (5)
    
    
    1.0
    %Claude B. Nielsen
    
    
    5,865
    
    
    
    *Harold W. Ripps
    
    
    1,925,975
    
    
    
    3.4
    %John W. Spiegel
    
    
    
    
    
    
    *C. Reynolds Thompson, III
    
    
    17,595
    (6)
    
    
    *Paul F. Earle
    
    
    
    
    
    
    *
 133




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##### Table of Contents



Number of
    
    Percent ofName and Business Address of Beneficial Owner
    
    Units
    
    Units (1)John P. Rigrish
    
    
    17,595
    (7)
    
    
    *Ray Hutchinson
    
    
    
    
    
    
    *All executive officers and trustees as a group
(16 persons)
    
    
    5,765,527
    (8)
    
    
    10.0
    %
 
 *
    
    Less than 1%(1)
    
    The number of units outstanding as of February 24, 2009 was 57,468,461.

(2) Includes 89,285 units owned by Thomas Lowder Investments, LLC, 1,207,054 units owned by
Colonial Commercial Investments, Inc. (CCI), 130 units held in trust for the benefit of
Thomas Lowders children and 635,350 units directly owned by Thomas H. Lowder. Units owned by
CCI are reported twice in this table, once as beneficially owned by Thomas H. Lowder and again
as beneficially owned by James K. Lowder.(3)
    
    Includes 89,285 units owned by James Lowder Investments, LLC, 1,207,054 units owned by CCI,
195 units held in trust for the benefit of James K. Lowders children and 635,351 units
directly owned by James K. Lowder.(4)
    
    Includes 157,140 units owned by MJE, LLC, and 109,383 units directly owned by Mr. Gorrie.(5)
    
    Includes 526,934 units owned by Meisler Partnership, of which Mr. Meisler and his wife are
partners, and 17,595 units directly owned by Mr. Meisler.(6)
    
    Includes 17,595 units owned directly by Mr. Thompson, which are pledged to a bank loan.(7)
    
    Includes 17,595 units owned directly by Mr. Rigrish, which are pledged to a bank loan.(8)
    
    Units held by CCI have been counted only once for this purpose.  Number of securitiesremaining available for futureNumber of securities to be
    
    
    Weighted-average
    
    
    issuance under equityissued upon exercise of
    
    
    exercise price of
    
    
    compensation plansoutstanding options,
    
    
    outstanding options,
    
    
    (excluding securities reflectedPlan Category
    
    warrants and rights (a)
    
    
    warrants and rights (b)
    
    
    in column (a))Equity
compensation plans approved by security holders (1)
    
    
    1,782,927
    (2)
    
    $
    24.07
    (3)
    
    
    2,028,668Equity compensation plans not
approved by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    1,782,927
    
    
    $
    24.07
    
    
    
    2,028,668
 (1)
    
    These plans include the Trusts 2008 Omnibus Incentive Plan, the Trusts Third Amended and
Restated Employee Share Option and Restricted Share Plan, as amended in 1998 and 2006, the
Trusts Non-Employee Trustee Share Plan, as amended in 1997 and the Trusts Trustee Share
Option Plan, as amended in 1997.(2)
    
    Includes 408,197 restricted shares that had not vested as of December 31, 2008.(3)
    
    Weighted-average exercise price of outstanding options has been adjusted for the special
distribution paid by the Trust 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 Trusts then outstanding options was reduced by $10.63 per share as
required under the terms of the Trusts option plans. Weighted-average exercise price of
outstanding options also excludes value of outstanding restricted shares of the Trust. 
 
 Item 13. Certain Relationships and Related Transactions, and Director Independence.
  
 
 Item 14. Principal Accountant Fees and Services.
  134




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##### Table of Contents



Part IV
 
 
 Item 15. Exhibits and Financial Statement Schedules
 15(a)(1)
    
    Financial Statements
        15(a)(2)
    
    Financial Statement Schedules
   15(a)(3)
    
    Exhibits
 Exhibit No.
    
    Exhibit
    
    Reference2.1
    
    Agreement and Plan of Merger by and
among the Trust, CLNL Acquisition Sub
LLC and Cornerstone Realty Income
Trust, Inc.
    
    Incorporated by
reference to
Exhibit 2.1 to the
Trust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
Trust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 Trust, CLNL
Acquisition Sub LLC and Cornerstone
Realty Income Trust, Inc.
    
    Incorporated by
reference to
Exhibit 2.2 to the
Trusts Current
Report on Form 8-K
filed with the SEC
on January 25, 20052.4
    
    Membership Interests Purchase Agreement
(Office Joint Venture), dated as of
April 25, 2007, between DRA G&I Fund VI
Real Estate Investment Trust and
Colonial Properties Trust
    
    Incorporated by
reference to
Exhibit 2.1 to the
Trusts Current
Report on Form 8-K
filed with the SEC
on May 1, 20072.5
    
    Membership Interests Purchase Agreement
(Retail Joint Venture), dated as of
April 25, 2007, between OZRE Retail,
LLC and Colonial Properties Trust
    
    Incorporated by
reference to
Exhibit 2.2 to the
Trusts Current
Report on Form 8-K
filed with the SEC
on May 1, 20072.6
    
    First Amendment to Membership Interests
Purchase Agreement (Retail Joint
Venture), dated as of June 15, 2007,
between OZRE Retail LLC and Colonial
Properties Trust
    
    Incorporated by
reference to
Exhibit 2.3 to the
Trusts Current
Report on Form 8-K
filed with the SEC
on June 21, 2007
 135




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##### Table of Contents



Exhibit No.
    
    Exhibit
    
    Reference3.1
    
    Declaration of Trust of Colonial
Properties Trust, as amended
    
    Incorporated by
reference to
Exhibit 3.1 to the
Trusts Annual
Report on Form 10-K
for the period
ending December 31,
20083.2
    
    Bylaws of the Trust, as amended
    
    Incorporated by
reference to
Exhibit 3.2 to the
Trusts Annual
Report on Form 10-K
for the period
ending December 31,
20084.1
    
    Indenture dated as of July 22, 1996, by
and between CRLP and Deutsche Bank
Trust Company Americas (formerly
Bankers Trust Company)
    
    Incorporated by
reference to
Exhibit 4.1 to the
CRLPs Annual
Report on Form
10-K/A filed with
the SEC on October
10, 20034.2
    
    First Supplemental Indenture dated as
of December 31, 1998, by and between
CRLP and Deutsche Bank Trust Company
Americas (formerly Bankers Trust
Company)
    
    Incorporated by
reference to
Exhibit 10.13.1 to
the Trusts Annual
Report on Form 10-K
for the period
ending December 31,
1998 (which
document may be
found and reviewed
in the SECs Public
Reference Room at
100 F Street, NE,
Room 1580,
Washington, D.C.
20549, in the files
therein relating to
the Trust, whose
file number is
1-12358)4.5
    
    Deposit Agreement for Series D
depository shares by and among the
Trust and Equiserve Trust Company, N.A.
and Equiserve, Inc.
    
    Incorporated by
reference to
Exhibit 4.4 to the
Trusts Annual
Report on Form 10-K
for the period
ending December 31,
200310.1
    
    Third Amended and Restated Agreement of
Limited Partnership of CRLP, as amended
    
    Incorporated by
reference to
Exhibit 10.1 to the
Trusts Quarterly
Report on Form 10-Q
for the quarter
ended June 30, 200710.2
    
    Registration Rights and Lock-Up
Agreement dated September 29, 1993,
among the Trust and the persons named
therein
    
    Incorporated by
reference to
Exhibit 10.2 to the
Trusts
Registration
Statement on Form
S-11/A, No.
33-65954, filed
with the SEC on
September 21, 199310.3
    
    Registration Rights and Lock-Up
Agreement dated March 25, 1997, among
the Trust and the persons named therein
    
    Incorporated by
reference to
Exhibit 10.2.2 to
the Trusts Annual
Report on Form 10-K
for the period
ending December 31,
1997 (which
document may be
found and reviewed
in the SECs Public
Reference Room at
100 F Street, NE,
Room 1580,
Washington, D.C.
20549, in the files
therein relating to
the Trust, whose
file number is
1-12358)10.4
    
    Registration Rights and Lock-Up
Agreement dated November 4, 1994, among
the Trust and the persons named therein
    
    Incorporated by
reference to
Exhibit 10.2.3 to
the Trusts Annual
Report on Form 10-K
for the period
ending December 31,
1997 (which
document may be
found and reviewed
in the SECs Public
Reference Room at
100 F Street, NE,
Room 1580,
Washington, D.C.
20549, in the files
therein relating to
the Trust, whose
file number is
1-12358)10.5
    
    Supplemental Registration Rights and
Lock-Up Agreement dated August 20,
1997, among the Trust and the persons
named therein
    
    Incorporated by
reference to
Exhibit 10.2.4 to
the Trusts Annual
Report on Form 10-K
for the period
ending December 31,
1997 (which
document may be
found and reviewed
in the SECs Public
Reference Room at
100 F Street, NE,
Room 1580,
Washington, D.C.
20549, in the files
therein relating to
the Trust, whose
file number is
1-12358)
 136




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##### Table of Contents



Exhibit No.
    
    Exhibit
    
    Reference10.6
    
    Supplemental Registration Rights and
Lock-Up Agreement dated November 1,
1997, among the Trust, CRLP and B&G
Properties Company LLP
    
    Incorporated by
reference to
Exhibit 10.2.5 to
the Trusts Annual
Report on Form 10-K
for the period
ending December 31,
1997 (which
document may be
found and reviewed
in the SECs Public
Reference Room at
100 F Street, NE,
Room 1580,
Washington, D.C.
20549, in the files
therein relating to
the Trust, whose
file number is
1-12358)10.7
    
    Supplemental Registration Rights and
Lock-Up Agreement dated July 1, 1997,
among the Trust, CRLP and Colonial
Commercial Investments, Inc.
    
    Incorporated by
reference to
Exhibit 10.2.6 to
the Trusts Annual
Report on Form 10-K
for the period
ending December 31,
1997 (which
document may be
found and reviewed
in the SECs Public
Reference Room at
100 F Street, NE,
Room 1580,
Washington, D.C.
20549, in the files
therein relating to
the Trust, whose
file number is
1-12358)10.8
    
    Supplemental Registration Rights and
Lock-Up Agreement dated July 1, 1996,
among the Trust and the persons named
therein
    
    Incorporated by
reference to
Exhibit 10.2.7 to
the Trusts Annual
Report on Form 10-K
for the period
ending December 31,
1997 (which
document may be
found and reviewed
in the SECs Public
Reference Room at
100 F Street, NE,
Room 1580,
Washington, D.C.
20549, in the files
therein relating to
the Trust, whose
file number is
1-12358)10.9
    
    Registration Rights Agreement dated
February 23, 1999, among the Trust,
Belcrest Realty Corporation, and Belair
Real Estate Corporation
    
    Incorporated by
reference to
Exhibit 10.2.8 to
the Trusts Annual
Report on Form 10-K
for the period
ending December 31,
1998 (which
document may be
found and reviewed
in the SECs Public
Reference Room at
100 F Street, NE,
Room 1580,
Washington, D.C.
20549, in the files
therein relating to
the Trust, whose
file number is
1-12358)10.10
    
    Registration Rights and Lock-Up
Agreement dated July 1, 1998, among the
Trust and the persons named therein
    
    Incorporated by
reference to
Exhibit 10.2.9 to
the Trusts Annual
Report on Form 10-K
for the period
ending December 31,
199810.11
    
    Registration Rights and Lock-Up
Agreement dated July 31, 1997, among
the Trust and the persons named therein
    
    Incorporated by
reference to
Exhibit 10.2.10 to
the Trusts Annual
Report on Form 10-K
for the period
ending December 31,
1998 (which
document may be
found and reviewed
in the SECs Public
Reference Room at
100 F Street, NE,
Room 1580,
Washington, D.C.
20549, in the files
therein relating to
the Trust, whose
file number is
1-12358)
 137




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##### Table of Contents



Exhibit No.
    
    Exhibit
    
    Reference10.12
    
    Supplemental Registration Rights and
Lock-Up Agreement dated November 18,
1998, among the Trust, CRLP and
Colonial Commercial Investments, Inc.
    
    Incorporated by
reference to
Exhibit 10.2.11 to
the Trusts Annual
Report on Form 10-K
for the period
ending December 31,
1998 (which
document may be
found and reviewed
in the SECs Public
Reference Room at
100 F Street, NE,
Room 1580,
Washington, D.C.
20549, in the files
therein relating to
the Trust, whose
file number is
1-12358)10.13
    
    Registration Rights and Lock-Up
Agreement dated April 30, 1999, among
the Trust, CRLP and MJE, L.L.C.
    
    Incorporated by
reference to
Exhibit 10.2.13 to
the Trusts Annual
Report on Form 10-K
for the period
ending December 31,
1999 (which
document may be
found and reviewed
in the SECs Public
Reference Room at
100 F Street, NE,
Room 1580,
Washington, D.C.
20549, in the files
therein relating to
the Trust, whose
file number is
1-12358)10.14.1
    
    Form of Employee Share Option and
Restricted Share Plan Agreement  2
Year Vesting 
    
    Incorporated by
reference to
Exhibit 10.18.1 to
the Trusts
Quarterly Report on
Form 10-Q for the
period ending
September 30, 200410.14.2
    
    Form of Employee Share Option and
Restricted Shares Plan Agreement  3
Year Vesting 
    
    Incorporated by
reference to
Exhibit 10.18.2 to
the Trusts
Quarterly Report on
Form 10-Q for the
period ending
September 30, 200410.14.3
    
    Form of Employee Share Option and
Restricted Shares Plan Agreement  5
Year Vesting 
    
    Incorporated by
reference to
Exhibit 10.18.3 to
the Trusts
Quarterly Report on
Form 10-Q for the
period ending
September 30, 200410.14.4
    
    Form of Employee Share Option and
Restricted Shares Plan Agreement  8
Year Vesting 
    
    Incorporated by
reference to
Exhibit 10.18.4 to
the Trusts
Quarterly Report on
Form 10-Q for the
period ending
September 30, 200410.14.5
    
    Amended and Restated Trustee Restricted
Share Agreement  1 Year Vesting 
    
    Incorporated by
reference to
Exhibit 10.18.5 to
the Trusts
Quarterly Report on
Form 10-Q for the
period ending
September 30, 200410.14.6
    
    Amended and Restated Trustee
Non-Incentive Share Option Agreement 
    
    Incorporated by
reference to
Exhibit 10.18.6 to
the Trusts
Quarterly Report on
Form 10-Q for the
period ending
September 30, 200410.15
    
    Non-employee Trustee Share Option Plan 
    
    Incorporated by
reference to the
Trusts
Registration
Statement on Form
S-8, No. 333-27203,
filed with the SEC
on May 15, 199710.16
    
    Non-employee Trustee Share Plan 
    
    Incorporated by
reference to the
Trusts
Registration
Statement on Form
S-8, No. 333-27205,
filed with the SEC
on May 15, 199710.17
    
    Employee Share Purchase Plan 
    
    Incorporated by
reference to
Exhibit 10.21 to
the Trusts Annual
Report on Form 10-K
for the period
ending December 31,
200310.17.1
    
    Amendment to Employee Share Purchase
Plan 
    
    Incorporated by
reference to
Exhibit 10.21.1 to
the Trusts Annual
Report on Form 10-K
for the period
ending December 31,
2006
 138




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##### Table of Contents



Exhibit No.
    
    Exhibit
    
    Reference10.18
    
    Annual Incentive Plan 
    
    Incorporated by
reference to
Exhibit 10.16 to
the Trusts
Registration
Statement on Form
S-11/A, No.
33-65954, filed
with the SEC on
September 3, 199310.19
    
    Executive Unit Purchase Program 
Program Summary 
    
    Incorporated by
reference to
Exhibit 10.15 to
the Trusts Annual
Report on Form 10-K
for the period
ending December 31,
1999 (which
document may be
found and reviewed
in the SECs Public
Reference Room at
100 F Street, NE,
Room 1580,
Washington, D.C.
20549, in the files
therein relating to
the Trust, whose
file number is
1-12358)10.20
    
    Non-employee Trustee Option Agreement 
    
    Incorporated by
reference to
Exhibit 10.5 to the
Trusts
Registration
Statement on Form
S-11/A, No.
33-65954, filed
with the SEC on
September 3, 199310.21.1
    
    Non-Competition Agreement, dated May 4,
2007, among Colonial Realty Limited
Partnership, Colonial Properties Trust
and Thomas H. Lowder 
    
    Incorporated by
reference to
Exhibit 10.1 to the
Trusts Quarterly
Report on Form 10-Q
for the quarter
ended March 31,
200710.22
    
    Retirement Agreement between the Trust
and Howard B. Nelson, Jr. 
    
    Incorporated by
reference to
Exhibit 10.26 to
the Trusts Annual
Report on Form 10-K
for the period
ending December 31,
200310.23
    
    Officers and Trustees Indemnification
Agreement 
    
    Incorporated by
reference to
Exhibit 10.7 to the
Trusts
Registration
Statement on Form
S-11/A, No.
33-65954, filed
with the SEC on
September 21, 199310.24
    
    Partnership Agreement of CPSLP
    
    Incorporated by
reference to
Exhibit 10.8 to the
Trusts
Registration
Statement on Form
S-11/A, No.
33-65954, filed
September 21, 199310.24.1
    
    First Amendment to Partnership
Agreement of CPSLP
    
    Incorporated by
reference to
Exhibit 10.28.1 to
the Trusts Annual
Report on Form 10-K
for the period
ended December 31,
200510.25
    
    Articles of Incorporation of Colonial
Real Estate Services, Inc., predecessor
of CPSI, as amended
    
    Incorporated by
reference to
Exhibit 10.9 to the
Trusts Annual
Report on Form 10-K
for the period
ending December 31,
1994 (which
document may be
found and reviewed
in the SECs Public
Reference Room at
100 F Street, NE,
Room 1580,
Washington, D.C.
20549, in the files
therein relating to
the Trust, whose
file number is
1-12358)
 139




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##### Table of Contents



Exhibit No.
    
    Exhibit
    
    Reference10.26
    
    Bylaws of predecessor of Colonial Real
Estate Services, Inc., predecessor of
CPSI
    
    Incorporated by
reference to
Exhibit 10.10 to
the Trusts
Registration
Statement on Form
S-11/A, No.
33-65954, filed
September 3, 199310.27
    
    Credit Agreement dated as of March 22,
2005, by and among CRLP, as Borrower,
Colonial Properties Trust, as
Guarantor, Wachovia Bank, as Agent for
the Lenders, and the Lenders named
therein
    
    Incorporated by
reference to
Exhibit 10.38 to
the Trusts Current
Report on Form 8-K
filed with the SEC
on March 25, 200510.27.1
    
    First Amendment to Credit Agreement,
dated June 2, 2006, among CRLP, the
Trust, Wachovia Bank, National
Association as Agent for the Lenders
and the Lenders named therein
    
    Incorporated by
reference to
Exhibit 10.2 to the
Trusts Quarterly
Report on Form 10-Q
for the quarter
ended June 30, 200710.27.2
    
    Second Amendment to Credit Agreement,
dated June 21, 2007, among CRLP, the
Trust, Wachovia Bank, National
Association as Agent for the Lenders
and the Lenders named therein
    
    Incorporated by
reference to
Exhibit 10.1 to the
Trusts Current
Report on Form 8-K
filed with the SEC
on July 24, 200710.28
    
    Bridge Credit Agreement dated October
28, 2004, by and among CRLP, as
Borrower, and the Trust, as Guarantor,
SouthTrust Bank, as Agent for Lenders,
and the Lenders names therein
    
    Incorporated by
reference to
Exhibit 10.37 to
the Trusts Current
Report on Form 8-K
filed with the SEC
on November 3, 200410.29
    
    Facility and Guaranty Agreement among
the Trust, CRLP, Bank One, N.A. and the
Lenders named therein dated as of
December 17, 1999
    
    Incorporated by
reference to
Exhibit 10.34 to
the Trusts Annual
Report on Form 10-K
for the period
ending December 31,
200310.30
    
    Form of Promissory Note under Facility
and Guarantee Agreement dated as of
December 17, 1999 among the Trust,
CRLP, Bank One, N.A. and certain
lenders
    
    Incorporated by
reference to
Exhibit 10.16 to
the Trusts Annual
Report on Form 10-K
for the period
ending December 31,
1999 (which
document may be
found and reviewed
in the SECs Public
Reference Room at
100 F Street, NE,
Room 1580,
Washington, D.C.
20549, in the files
therein relating to
the Trust, whose
file number is
1-12358)10.31
    
    Form of Restricted Share Agreement (20%
per year vesting) 
    
    Incorporated by
reference to
Exhibit 10.1 to the
Trusts Current
Report on Form 8-K
filed with the SEC
on May 3, 200510.32
    
    Form of Restricted Share Agreement
(50%/25%/25% vesting) 
    
    Incorporated by
reference to
Exhibit 10.2 to the
Trusts Current
Report on Form 8-K
filed with the SEC
on May 3, 200510.33
    
    Form of Restricted Share Agreement (33
1/3% per year vesting) 
    
    Incorporated by
reference to
Exhibit 10.3 to the
Trusts Current
Report on Form 8-K
filed with the SEC
on May 3, 200510.34
    
    Form of Restricted Share Agreement
(60%/40% vesting) 
    
    Incorporated by
reference to
Exhibit 10.4 to the
Trusts Current
Report on Form 8-K
filed with the SEC
on May 3, 200510.35
    
    Form of Restricted Share Agreement
(eighth anniversary vesting) 
    
    Incorporated by
reference to
Exhibit 10.5 to the
Trusts Current
Report on Form 8-K
filed with the SEC
on May 3, 2005
 140




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##### Table of Contents



Exhibit No.
    
    Exhibit
    
    Reference10.36
    
    Form of Share Option Agreement (20% per
year vesting) 
    
    Incorporated by
reference to
Exhibit 10.6 to the
Trusts Current
Report on Form 8-K
filed with the SEC
on May 3, 200510.37
    
    Amended and Restated Limited Liability
Company Agreement of CRTP OP LLC, dated
as of September 27, 2005, between DRA
CRT Acquisition Corp and Colonial
Office JV LLC
    
    Incorporated by
reference to
Exhibit 10.3 to the
Trusts Quarterly
Report on Form 10-Q
for the period
ended September 30,
200510.38
    
    Colonial Properties Trust Third Amended
and Restated Employee Share Option and
Restricted Share Plan, as amended 
    
    Incorporated by
reference to
Exhibit 10.1 to the
Trusts Quarterly
Report on Form 10-Q
for the period
ended June 30, 200610.39
    
    Form of Colonial Properties Trust Third
Amended and Restated Employee Share
Option and Restricted Share Plan
Restricted Share Agreement 
    
    Incorporated by
reference to
Exhibit 10.2 to the
Trusts Quarterly
Report on Form 10-Q
for the period
ended June 30, 200610.40
    
    Form of Colonial Properties Trust Third
Amended and Restated Employee Share
Option and Restricted Share Plan
Performance Share Agreement 
    
    Incorporated by
reference to
Exhibit 10.3 to the
Trusts Quarterly
Report on Form 10-Q
for the period
ended June 30, 200610.41
    
    Form of Colonial Properties Trust Third
Amended and Restated Employee Share
Option and Restricted Share Plan
Restricted Share Agreement 
    
    Incorporated by
reference to
Exhibit 10.4 to the
Trusts Quarterly
Report on Form 10-Q
for the period
ended June 30, 200610.42
    
    Form of Colonial Properties Trust Third
Amended and Restated Employee Share
Option and Restricted Share Plan Share
Option Agreement 
    
    Incorporated by
reference to
Exhibit 10.5 to the
Trusts Quarterly
Report on Form 10-Q
for the period
ended June 30, 200610.43
    
    Summary of Incentive Program 
    
    Incorporated by
reference to
Exhibit 10.5 to the
Trusts Quarterly
Report on Form 10-Q
for the period
ended June 30, 200610.44
    
    2008 Omnibus Incentive Plan
    
    Incorporated by
reference to
Exhibit 10.44 to
the Trusts Annual
Report on Form 10-K
for the period
ending December 31,
200810.44.1
    
    Summary of 2008 Annual Incentive Plan 
    
    Incorporated by
reference to
Exhibit 10.1 to the
Trusts Quarterly
Report on Form 10-Q
for the period
ended March 31,
200810.44.2
    
    Form of Colonial Properties Trust
Non-Qualified Share Option Agreement
(Employee Form) 
    
    Incorporated by
reference to
Exhibit 10.1 to the
Trusts Current
Report on Form 8-K
filed with the SEC
on April 29, 200810.44.31
    
    Form of Colonial Properties Trust
Non-Qualified Share Option Agreement
(Trustee Form) 
    
    Incorporated by
reference to
Exhibit 10.2 to the
Trusts Current
Report on Form 8-K
filed with the SEC
on April 29, 200810.44.4
    
    Form of Colonial Properties Trust
Restricted Share Agreement (Employee
Form) 
    
    Incorporated by
reference to
Exhibit 10.3 to the
Trusts Current
Report on Form 8-K
filed with the SEC
on April 29, 200810.44.5
    
    Form of Colonial Properties Trust
Restricted Share Agreement (Trustee
Form) 
    
    Incorporated by
reference to
Exhibit 10.4 to the
Trusts Current
Report on Form 8-K
filed with the SEC
on April 29, 200810.45
    
    Consulting Agreement, dated as of
December 30, 2008, among the Trust,
CPSI and Weston Andress 
    
    Incorporated by
reference to
Exhibit 10.45 to
the Trusts Annual
Report on Form 10-K
for the period
ending December 31,
2008
 141




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##### Table of Contents



Exhibit No.
    
    Exhibit
    
    Reference10.46
    
    Severance Agreement, dated as of
December 30, 2008, among the Trust,
CPSI and Weston Andress 
    
    Incorporated by
reference to
Exhibit 10.46 to
the Trusts Annual
Report on Form 10-K
for the period
ending December 31,
200810.47
    
    Settlement Agreement and General
Release, dated as of March 31, 2008
between the Trust and Charles McGehee 
    
    Incorporated by
reference to
Exhibit 10.47 to
the Trusts Annual
Report on Form 10-K
for the period
ending December 31,
200812.1
    
    Ratio of Earnings to Fixed Charges
    
    Filed herewith21.1
    
    List of Subsidiaries
    
    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. 15(b)
    
    ExhibitsThe list of Exhibits filed with this report is set forth in response
to Item 15(a)(3). The required exhibit index has been filed with
the exhibits.15(c)
    
    Financial StatementsThe Company files as part of this report the financial statement schedules listed on
the financial statement schedule index at the end of this report.
 142




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##### Table of Contents



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

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

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

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

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

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

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

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

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

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

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

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

John W. Spiegel
    
    Trustee
 143




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Colonial Realty Limited Partnership
Index to Financial Statement Schedules
 S-1
    
    Consolidated Financial Statements of DRA/CLP Office LLC and
Subsidiaries for the Year ended December 31, 2008 and the Period from June 13, 2007 (Date of Inception)
through December 31, 2007, and Report of Independent Registered Public
Accounting FirmS-2
    
    Consolidated Financial Statements of OZ/CLP Retail LLC and
Subsidiaries for the Year ended December 31, 2008 and the Period from June 15, 2007 (Date of Inception)
through December 31, 2007, and Report of Independent Registered Public
Accounting FirmS-3
    
    Schedule II  Valuation and Qualifying Accounts and ReservesS-4
    
    Schedule III  Real Estate and Accumulated Depreciation
 144




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##### Table of Contents



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




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##### Table of Contents



DRA/CLP Office LLC and Subsidiaries
ContentsConsolidated Financial Statements
For the Year Ended December 31, 2008 
 (Not covered by the Report Included Herein)
and the Period from
June 13, 2007 (Inception) to December 31, 2007
 Page(s)Report of Independent Registered Public Accounting Firm
    
    
    1Audited Consolidated Financial Statements:Balance Sheets
    
    
    2Consolidated
Statements of Income
    
    
    3Statements of Changes in Temporary Equity and Equity
    
    
    4Statements of Cash Flows
    
    
    5Notes to Consolidated Financial Statements
    
    
    6-15




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##### Table of Contents



Report of Independent Registered Public Accounting Firm
 
     Weiser LLP
 
 1




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##### Table of Contents



DRA/CLP
Office LLC and Subsidiaries
 
 Consolidated
Balance Sheets(in thousands)
 (Not Coveredby the
ReportIncludedHerein)December 31,
    
    
    December 31,2008
    
    
    2007AssetsReal estate investmentsLand
    
    $
    83,029
    
    
    $
    80,779Land improvements
    
    
    97,650
    
    
    
    97,538Buildings and improvements
    
    
    643,973
    
    
    
    637,813Tenant improvements
    
    
    57,205
    
    
    
    56,328881,857
    
    
    
    872,458Accumulated depreciation and amortization
    
    
    (45,393
    )
    
    
    (15,885
    )Operating properties  net
    
    
    836,464
    
    
    
    856,573Land held for sale
    
    
    
    
    
    
    2,250Total real estate
    
    
    836,464
    
    
    
    858,823Cash and cash equivalents
    
    
    23,451
    
    
    
    39,516Tenant receivables, net of allowance for doubtful accounts of
$1,265 in 2008 and $367 in 2007
    
    
    4,403
    
    
    
    2,839Prepaid expenses and other assets
    
    
    857
    
    
    
    888In-place leases, net of accumulated amortization of $12,327 in 2008
and $4,630 in 2007
    
    
    29,121
    
    
    
    37,520Deferred costs, net of accumulated amortization of $9,071 in 2008
and $3,154 in 2007
    
    
    26,904
    
    
    
    31,585Deferred rent receivable, net of allowance for doubtful accounts of
$326 in 2008 and $145 in 2007
    
    
    6,197
    
    
    
    2,690Total assets
    
    $
    927,397
    
    
    $
    973,861Liabilities, Temporary Equity and EquityLiabilitiesMortgage payable
    
    $
    741,907
    
    
    $
    741,907Acquired net below-market leases, net of accumulated amortization of
$2,422 in 2008 and $1,177 in 2007
    
    
    14,193
    
    
    
    16,096Accounts payable, accrued expenses and other liabilities
    
    
    4,770
    
    
    
    4,058Interest payable
    
    
    3,584
    
    
    
    3,584Accrued real estate taxes payable
    
    
    2,200
    
    
    
    2,022Advance rents and security deposits
    
    
    6,781
    
    
    
    7,047Payable to members
    
    
    
    
    
    
    4,937Total liabilities
    
    
    773,435
    
    
    
    779,651Commitment and contingenciesTemporary equityRedeemable common units at redemption value  Colonial
    
    
    11,126
    
    
    
    32,215Redeemable common units at redemption value  Rollover LPs
    
    
    6,519
    
    
    
    26,60017,645
    
    
    
    58,815Equity  Nonredeemable common units
    
    
    136,317
    
    
    
    135,395Total liabilities, temporary equity and equity
    
    $
    927,397
    
    
    $
    973,861
 2




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##### Table of Contents



DRA/CLP
Office LLC and Subsidiaries
Consolidated Statements of Income(in thousands)
 (Not Coveredby the Report

    
    
    For the Period FromIncluded Herein)
    
    
    June 13, 2007For the Year Ended
    
    
    (Inception) toDecember 31, 2008
    
    
    December 31, 2007RevenuesRent
    
    $
    98,591
    
    
    $
    54,106Tenant escalations
    
    
    12,538
    
    
    
    6,296Other
    
    
    6,316
    
    
    
    2,410Total revenues
    
    
    117,445
    
    
    
    62,812Property operating expensesGeneral operating expenses
    
    
    15,770
    
    
    
    8,290Management fees paid to affiliate
    
    
    4,390
    
    
    
    2,384Repairs and maintenance
    
    
    11,073
    
    
    
    5,114Taxes, licenses and insurance
    
    
    13,638
    
    
    
    8,258General and administrative
    
    
    2,467
    
    
    
    1,424Depreciation and amortization
    
    
    46,495
    
    
    
    23,670Total property operating expenses
    
    
    93,833
    
    
    
    49,140Income from operations
    
    
    23,612
    
    
    
    13,672Other income (expense)Interest expense
    
    
    (42,315
    )
    
    
    (22,662
    )Interest income
    
    
    811
    
    
    
    743Total other income (expense)
    
    
    (41,504
    )
    
    
    (21,919
    )Loss from continuing operations
    
    
    (17,892
    )
    
    
    (8,247
    )Income from discontinued operations
    
    
    
    
    
    
    6,565Net loss
    
    $
    (17,892
    )
    
    $
    (1,682
    )
 3




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##### Table of Contents



Consolidated Statements of Changes in Temporary Equity and Equity
For the Year Ended December 31,
2008(not Covered by the Report Included Herein) andthe period
from June 13, 2007 (inception)to December 31, 2007
(In Thousands)
 Equity
    
    
    Temporary EquityG&I VIInvestmentDRA/CLP
    
    
    Colonial OfficeOffice, LLC
    
    
    Holdings, LLC
    
    
    Rollover LPs
    
    
    TotalBalance  June 13, 2007 (Inception)
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Issuance of redeemable common units for real estate
    
    
    
    
    
    
    81,446
    
    
    
    68,589
    
    
    
    150,035Cash proceeds from issuance of nonredeemable
common units
    
    
    392,938
    
    
    
    
    
    
    
    
    
    
    
    Distributions
    
    
    (251,175
    )
    
    
    (52,062
    )
    
    
    (43,844
    )
    
    
    (95,906
    )Net loss
    
    
    (1,217
    )
    
    
    (252
    )
    
    
    (213
    )
    
    
    (465
    )Change in redemption value of redeemable common
units
    
    
    (5,151
    )
    
    
    3,083
    
    
    
    2,068
    
    
    
    5,151Balance  December 31, 2007
    
    
    135,395
    
    
    
    32,215
    
    
    
    26,600
    
    
    
    58,815Purchase and (sale) of redeemable common units
    
    
    1,581
    
    
    
    0
    
    
    
    (1,581
    )
    
    
    (1,581
    )Distributions
    
    
    (16,268
    )
    
    
    (3,353
    )
    
    
    (2,735
    )
    
    
    (6,088
    )Net loss
    
    
    (13,048
    )
    
    
    (2,684
    )
    
    
    (2,160
    )
    
    
    (4,844
    )Change in redemption value of redeemable common
units
    
    
    28,657
    
    
    
    (15,052
    )
    
    
    (13,605
    )
    
    
    (28,657
    )Balance  December 31, 2008
    
    $
    136,317
    
    
    $
    11,126
    
    
    $
    6,519
    
    
    $
    17,645
 4




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##### Table of Contents



DRA/CLP Office LLC and Subsidiaries
  Consolidated
Statements of Cash Flows(in thousands)
 (Not Coveredby the Report
    
    
    For the Period fromIncluded Herein)
    
    
    June 13, 2007For the Year Ended
    
    
    (Inception) toDecember 31, 2008
    
    
    December 31, 2007Cash flows from operating activitiesNet loss
    
    $
    (17,892
    )
    
    $
    (1,682
    )Adjustments to reconcile net loss to net cash provided by
operating activities:Depreciation and amortization
    
    
    46,495
    
    
    
    23,670Amortization of acquired net below-market leases
    
    
    (1,890
    )
    
    
    (1,177
    )Deferred rent receivable
    
    
    (3,506
    )
    
    
    (3,082
    )Bad debt expense
    
    
    898
    
    
    
    367Increase (decrease) in cash attributable to changes in operating assets and liabilities,
net of effects of real estate portfolio purchaseTenant and other receivables
    
    
    (2,462
    )
    
    
    (3,206
    )Prepaid expenses and other assets
    
    
    31
    
    
    
    411Accounts payable, accrued expenses and other liabilities
    
    
    712
    
    
    
    (3,716
    )Payable to members
    
    
    (4,937
    )
    
    
    4,937Interest payable
    
    
    
    
    
    
    3,584Accrued real estate taxes payable
    
    
    178
    
    
    
    (2,851
    )Advanced rents and security deposits
    
    
    (266
    )
    
    
    (2,053
    )Net cash provided by operating activities
    
    
    17,361
    
    
    
    15,202Cash flows from investing activitiesCash paid in acquisition, net of cash acquired
    
    
    
    
    
    
    (972,086
    )Capital expenditures
    
    
    (8,541
    )
    
    
    (6,967
    )Net proceeds from disposition of real estate
    
    
    
    
    
    
    218,942Leasing costs paid
    
    
    (2,529
    )
    
    
    (1,772
    )Net cash used in investing activities
    
    
    (11,070
    )
    
    
    (761,883
    )Cash flows from financing activitiesProceeds from mortgage notes payable
    
    
    
    
    
    
    741,907Repayment of loans from members
    
    
    
    
    
    
    (15,005
    )Proceeds from loans from members
    
    
    
    
    
    
    15,005Proceeds from issuance of nonredeemable common units
    
    
    
    
    
    
    392,938Distributions paid to equity member
    
    
    (16,268
    )
    
    
    (251,175
    )Distributions paid to temporary equity members
    
    
    (6,088
    )
    
    
    (95,906
    )Deferred loan costs paid
    
    
    
    
    
    
    (1,567
    )Net cash (used in) provided by financing activities
    
    
    (22,356
    )
    
    
    786,197Net (decrease) increase in cash and cash equivalents
    
    
    (16,065
    )
    
    
    39,516Cash and cash equivalents at beginning of year
    
    
    39,516
    
    
    
    Cash and cash equivalents at end of year
    
    $
    23,451
    
    
    $
    39,516Supplemental disclosures of cash flow informationCash paid during the year for:Interest
    
    $
    42,315
    
    
    $
    19,299Supplemental information of non-cash investing and financing activities:Issuance of redeemable common units for real estate
    
    $
    
    
    
    $
    150,035Purchase and sale of redeemable common units between equity and temporary equity members
    
    $
    1,581
    
    
    $
    
 5




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##### Table of Contents



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




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##### Table of Contents



DRA/CLP
OFFICE LLC and Subsidiaries
 Notes
to Consolidated Financial StatementsFor the Periods Ended
December 31, 2008(Not Covered by the Report
Included Herein) and 2007  Continued
 2. Summary of Significant Accounting Policies
 Principles of Consolidation
 Real Estate Investments 
 Depreciation and Amortization 
 Deferred Costs
  December 31,(in thousands)
    
    2008
    
    
    2007Financing costs
    
    $
    1,567
    
    
    $
    1,567Leasing costs
    
    
    34,408
    
    
    
    33,17235,975
    
    
    
    34,739Less accumulated amortization
    
    
    9,071
    
    
    
    3,154$
    26,904
    
    
    $
    31,585
 7




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##### Table of Contents



DRA/CLP
OFFICE LLC and Subsidiaries
 Notes
to Consolidated Financial StatementsFor the Periods Ended
December 31, 2008(Not Covered by the Report
Included Herein) and 2007  Continued
  For the Year Ended December 31,(in thousands)2009
    
    $
    5,3092010
    
    
    4,9902011
    
    
    3,5742012
    
    
    2,3112013
    
    
    2,084Thereafter
    
    
    3,810$
    22,078
 Impairment and Disposal of Long-Lived Assets Accounting for the Impairment or Disposal of Long-Lived
Assets
 Revenue Recognition
  Tenant Receivables and Allowances for Doubtful Accounts 
 Cash and Cash Equivalents 
 8




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##### Table of Contents



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




---



##### Table of Contents



DRA/CLP
OFFICE LLC and Subsidiaries
 Notes
to Consolidated Financial StatementsFor the Periods Ended
December 31, 2008(Not Covered by the Report
Included Herein) and 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(2)
    
    Redeemable common units issued with a fair value of approximately $150
million
 Business
Combinations.
 4. In-Place and Acquired Net Below-Market Leases
  10




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##### Table of Contents



DRA/CLP
OFFICE LLC and Subsidiaries
 Notes
to Consolidated Financial StatementsFor the Periods Ended
December 31, 2008(Not Covered by the Report
Included Herein) and 2007  Continued
   (in thousands)AcquiredIn-Place
    
    
    Net BelowFor the Year Ended December 31,
    
    Leases
    
    
    Market Leases2009
    
    $
    8,020
    
    
    $
    1,7722010
    
    
    7,518
    
    
    
    2,3032011
    
    
    4,264
    
    
    
    2,4292012
    
    
    2,105
    
    
    
    1,8962013
    
    
    1,827
    
    
    
    1,604Thereafter
    
    
    5,387
    
    
    
    4,189$
    29,121
    
    
    $
    14,193
 5. Mortgage Payable
  11




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##### Table of Contents



DRA/CLP
OFFICE LLC and Subsidiaries
 Notes
to Consolidated Financial StatementsFor the Periods Ended
December 31, 2008(Not Covered by the Report
Included Herein) and 2007  Continued
 6. Discontinued Operations
  (in thousands)
    
    2008
    
    
    2007Rental 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)2009
    
    $
    87,3952010
    
    
    78,8772011
    
    
    66,4292012
    
    
    44,6682013
    
    
    31,157Thereafter
    
    
    71,738$
    380,264
 8. Commitments and Contingencies
  Property Lockout Period
 12




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##### Table of Contents



DRA/CLP
OFFICE LLC and Subsidiaries
 Notes
to Consolidated Financial StatementsFor the Periods Ended
December 31, 2008(Not Covered by the Report
Included Herein) and 2007  Continued
  Tax Protection
    9. Redeemable Common Units
 Rollover LP Put Rights
  13




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##### Table of Contents



DRA/CLP
OFFICE LLC and Subsidiaries
 Notes
to Consolidated Financial StatementsFor the Periods Ended
December 31, 2008(Not Covered by the Report
Included Herein) and 2007  Continued
   Rollover LP Redemption in Kind
  Colonial Office Holdings Put Right
   14




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##### Table of Contents



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




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##### Table of Contents



Appendix S2
 OZ/CLP Retail LLC and Subsidiaries
Consolidated Financial Statements
For the Periods Ended December 31, 2008
(Not Covered by the Report Included Herein) and 2007




---



##### Table of Contents



OZ/CLP
Retail LLC and Subsidiaries   Contents
Consolidated Financial Statements
For the Year Ended December 31, 2008
(Not Covered by the Report Included Herein)
and the Period from June 15, 2007
(Inception) to December 31, 2007
 Page(s)Report
of Independent Registered Public Accounting Firm
    
    
    1Audited Consolidated Financial Statements:Balance
Sheets
    
    
    2Statements
of Operations
    
    
    3Statements
of Members Equity and Temporary Equity
    
    
    4Statements
of Cash Flows
    
    
    5Notes
to Consolidated Financial Statements
    
    
    6-16




---



##### Table of Contents



Report of Independent Registered Public Accounting Firm
   PricewaterhouseCoopers LLP
 
 1




---



##### Table of Contents



OZ/CLP Retail LLC and Subsidiaries
Consolidated Balance Sheets
As of December 31, 2008 and 2007  (in thousands)
 (Not Coveredby the ReportIncluded Herein)2008
    
    
    2007ASSETSLand, buildings, and equipment, net
    
    $
    324,738
    
    
    $
    333,067Cash and cash equivalents
    
    
    3,230
    
    
    
    3,915Restricted cash
    
    
    2,217
    
    
    
    1,882Accounts receivable, net
    
    
    2,095
    
    
    
    1,348Deferred lease costs, net
    
    
    7,014
    
    
    
    8,160Deferred mortgage costs, net
    
    
    738
    
    
    
    872In place leases, net
    
    
    16,404
    
    
    
    21,452Acquired above market leases, net
    
    
    6,085
    
    
    
    7,101Other assets
    
    
    1,068
    
    
    
    700Total assets
    
    $
    363,589
    
    
    $
    378,497LIABILITIES, TEMPORARY EQUITY and MEMBERS EQUITYMortgages payable
    
    $
    284,000
    
    
    $
    284,000Accounts payable and accrued expenses
    
    
    1,672
    
    
    
    1,763Unpaid redemption value of redeeming Rollover LP members
    
    
    8,713
    
    
    
    Accrued interest
    
    
    1,245
    
    
    
    1,245Acquired below market leases, net
    
    
    14,272
    
    
    
    16,249Tenant deposits
    
    
    420
    
    
    
    442Unearned rent
    
    
    1,121
    
    
    
    1,172Total liabilities
    
    
    311,443
    
    
    
    304,871COMMITMENT AND CONTINGENCIES (NOTE 7)TEMPORARY EQUITY  REDEEMABLE COMMON UNITSRedeemable common units (Redemption value of $137)
    
    
    137
    
    
    
    9,849EQUITY  NONREDEEMABLE COMMON UNITS
    
    
    52,009
    
    
    
    63,777Total liabilities, temporary equity and members equity
    
    $
    363,589
    
    
    $
    378,497
  2




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##### Table of Contents



OZ/CLP
Retail LLC and Subsidiaries
 
 Consolidated Statements of Operations
For the Periods Ended December 31, 2008 and 2007  (in thousands)
 (Not Coveredby the ReportIncluded Herein)
    
    
    For the Period FromFor the Period
    
    
    June 15, 2007Ended December
    
    
    (Inception) to31, 2008
    
    
    December 31, 2007RevenuesRent
    
    $
    27,004
    
    
    $
    14,681Percentage rent
    
    
    118
    
    
    
    18Tenant recoveries
    
    
    6,746
    
    
    
    3,591Other
    
    
    739
    
    
    
    405Total revenues
    
    
    34,607
    
    
    
    18,695Property operating expensesGeneral operating expenses
    
    
    1,401
    
    
    
    655Management fees paid to affiliate
    
    
    1,149
    
    
    
    699Repairs and maintenance
    
    
    2,310
    
    
    
    1,245Taxes, licenses and insurance
    
    
    4,050
    
    
    
    2,112General and administrative
    
    
    706
    
    
    
    436Depreciation
    
    
    9,450
    
    
    
    5,861Amortization
    
    
    7,010
    
    
    
    3,236Total property operating expenses
    
    
    26,076
    
    
    
    14,244Income from operations
    
    
    8,531
    
    
    
    4,451Other income (expense)Interest expense
    
    
    (18,532
    )
    
    
    (9,817
    )Interest income
    
    
    85
    
    
    
    52Total other expense
    
    
    (18,447
    )
    
    
    (9,765
    )Net loss
    
    $
    (9,916
    )
    
    $
    (5,314
    )
  3




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##### Table of Contents



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




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##### Table of Contents



OZ/CLP
Retail LLC and Subsidiaries
 
 Consolidated Statements of Cash Flows
For the Periods Ended December 31, 2008 and 2007  (in thousands)
 (Not Coveredby the Report
    
    
    For the Period FromIncluded Herein)
    
    
    June 15, 2007For the Year Ended
    
    
    (Inception) toDecember 31, 2008
    
    
    December 31, 2007Cash flows from operating activitiesNet loss
    
    $
    (9,916
    )
    
    $
    (5,314
    )Adjustments to reconcile net loss to net cash
provided by operating activities:Depreciation and amortization
    
    
    16,460
    
    
    
    9,166Above/Below market amortization
    
    
    (961
    )
    
    
    (514
    )Bad debt expense
    
    
    210
    
    
    
    123Changes in operating assets and liabilitiesAccounts receivable
    
    
    (957
    )
    
    
    (574
    )Other assets
    
    
    (368
    )
    
    
    (469
    )Accounts payable and accrued expenses
    
    
    (91
    )
    
    
    (631
    )Accrued interest
    
    
    309
    
    
    
    1,245Tenant deposits
    
    
    (22
    )
    
    
    (110
    )Unearned rent
    
    
    (51
    )
    
    
    (10
    )Net cash provided by operating activities
    
    
    4,613
    
    
    
    2,912Cash flows from investing activitiesCash paid in acquisition, net of cash acquired
    
    
    
    
    
    
    (311,219
    )Restricted cash
    
    
    (335
    )
    
    
    (1,882
    )Capital expenditures
    
    
    (1,121
    )
    
    
    (276
    )Leasing costs paid
    
    
    (682
    )
    
    
    (86
    )Net cash used in investing activities
    
    
    (2,138
    )
    
    
    (313,463
    )Cash flows from financing activitiesBorrowing of long-term debt
    
    
    
    
    
    
    284,000Repayment of loans to members
    
    
    
    
    
    
    (4,952
    )Proceeds from loans of members
    
    
    
    
    
    
    4,952Proceeds from issuance of nonredeemable common units
    
    
    
    
    
    
    125,248Distributions paid to equity members
    
    
    (2,234
    )
    
    
    (82,101
    )Distributions paid to temporary equity members
    
    
    (221
    )
    
    
    (11,741
    )Payment of redemption value to redeeming Rollover LP members
    
    
    (705
    )
    
    
    Deferred loan costs
    
    
    
    
    
    
    (940
    )Net cash (used in) provided by financing activities
    
    
    (3,160
    )
    
    
    314,466(Decrease) Increase in cash
    
    
    (685
    )
    
    
    3,915CashBeginning of period
    
    
    3,915
    
    
    
    End of period
    
    $
    3,230
    
    
    $
    3,915Supplemental disclosure of cash flow informationCash paid during the year for interest
    
    $
    18,223
    
    
    $
    8,503Supplemental information of non-cash investing and financing activitiesRedemption value of redeemable common units to Rollover LP members
    
    $
    (9,109
    )
    
    $Issuance of redeemable common units for real estate
    
    
    
    
    
    
    47,534
  5




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##### Table of Contents



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




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##### Table of Contents



OZ/CLP
Retail LLC and Subsidiaries
Notes to the Consolidated Financial Statements 
For the Periods Ended December 31, 2008 
(Not Covered by the Report Included Herein) and 2007  (Continued)
   2. Summary of Significant Accounting Policies
 Principles of Consolidation
 Land,
Buildings and Equipment  . Accounting for Sales of Real Estate Accounting for
Investments in Real Estate Ventures
 (in thousands)December 31, 2008
    
    
    December 31, 2007Land
    
    $
    58,173
    
    
    $
    58,173Buildings and improvements
    
    
    256,899
    
    
    
    256,248Land improvements
    
    
    24,507
    
    
    
    24,507339,579
    
    
    
    338,928Accumulated depreciation
    
    
    (14,841
    )
    
    
    (5,861
    )$
    324,738
    
    
    $
    333,067
 7




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##### Table of Contents



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




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##### Table of Contents



OZ/CLP
Retail LLC and Subsidiaries
Notes to the Consolidated Financial Statements 
For the Periods Ended December 31, 2008 
(Not Covered by the Report Included Herein) and 2007  (Continued)
    Cash and Cash Equivalents 
  Restricted Cash 
 Accounts Receivable and Allowance for Doubtful Accounts 
 Deferred Lease Costs and Mortgage Costs 
 (in thousands)2008
    
    
    2007Financing Costs
    
    $
    940
    
    
    $
    940Leasing Costs
    
    
    9,142
    
    
    
    8,92410,083
    
    
    
    9,864Less Accumulated Amortization
    
    
    2,331
    
    
    
    832$
    7,752
    
    
    $
    9,032
 9




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##### Table of Contents



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




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##### Table of Contents



OZ/CLP
Retail LLC and Subsidiaries
Notes to the Consolidated Financial Statements 
For the Periods Ended December 31, 2008 
(Not Covered by the Report Included Herein) and 2007  (Continued)
  Fair Value of Financial Instruments
 Estimates
 Redeemable Common Units  Classification and
Measurement of Redeemable Securities
 Recent Accounting Pronouncements Fair Value Measurement Accounting for Leases
 The Fair Value Option for
Financial Assets and Financial Liabilities  including an amendment of FASB Statement No. 115
 11




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##### Table of Contents



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




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##### Table of Contents



OZ/CLP
Retail LLC and Subsidiaries
Notes to the Consolidated Financial Statements 
For the Periods Ended December 31, 2008 
(Not Covered by the Report Included Herein) and 2007  (Continued)
   (in thousands)In-Place
    
    
    Above (Below)Leases
    
    
    Market Leases2009
    
    $
    3,687
    
    
    $
    (1,034
    )2010
    
    
    3,033
    
    
    
    (984
    )2011
    
    
    2,111
    
    
    
    (1,062
    )2012
    
    
    1,514
    
    
    
    (992
    )2013
    
    
    1,217
    
    
    
    (891
    )Thereafter
    
    
    4,842
    
    
    
    (3,224
    )$
    16,404
    
    
    $
    (8,187
    )
 5. Mortgage Payable
  6. Leases
  (in thousands)2009
    
    $
    24,7582010
    
    
    22,2282011
    
    
    17,5582012
    
    
    14,3512013
    
    
    12,293Thereafter
    
    
    51,901$
    143,089
 7. Commitments and Contingencies
 13




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##### Table of Contents



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




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##### Table of Contents



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




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##### Table of Contents



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




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##### Table of Contents



Appendix S-3
 Schedule II  Valuation and Qualifying Accounts and Reserves(in thousands)
 Charged toBeginning Balance
    
    
    Charged to
    
    
    Other
    
    
    
    
    
    
    Balance End ofDescription
    
    of Period
    
    
    Expense
    
    
    Accounts
    
    
    Deductions
    
    
    PeriodAllowance for uncollectable accounts deducted from accounts receivable in the balance sheet2008
    
    $
    2,259
    
    
    
    669
    
    
    
    
    
    
    
    (1,929
    )(1)
    
    $
    9992007
    
    $
    1,720
    
    
    
    1,853
    
    
    
    
    
    
    
    (1,314
    )(1)
    
    $
    2,2592006
    
    $
    1,550
    
    
    
    1,143
    
    
    
    
    
    
    
    (973
    )(1)
    
    $
    1,720Allowance for uncollectable accounts deducted from notes receivable in the balance sheet2008
    
    
    
    
    
    
    
    
    
    
    1,500
    (2)
    
    
    
    
    
    $
    1,5002007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Allowance for straight line rent deducted from other assets in the balance sheet2008
    
    $
    330
    
    
    
    
    
    
    
    175
    (3)
    
    
    (182
    )(4)
    
    $
    3232007
    
    $
    1,330
    
    
    
    
    
    
    
    87
    (3)
    
    
    (1,087
    )(4)
    
    $
    3302006
    
    $
    1,140
    
    
    
    
    
    
    
    522
    (3)
    
    
    (332
    )(4)
    
    $
    1,330Valuation allowance deducted from deferred tax assets on the balance sheet2008
    
    
    
    
    
    
    34,283
    
    
    
    
    
    
    
    
    
    
    $
    34,2832007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    Uncollectible accounts written off, and payments received on previously written-off accounts(2)
    
    Amounts netted against other non-property related revenue in the Consolidated Statements of Operations and Comprehensive Income (Loss)(3)
    
    Amounts netted against miniminum rent in the Consolidated Statements of Operations and Comprehensive Income (Loss)(4)
    
    Amounts reversed upon sale of property or property deferred rent equals zero. 1




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##### Table of Contents



Appendix S-4
 SCHEDULE III
COLONIAL REALTY LIMITED PARTNERSHIP
REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2008
 Initial Cost to Company
    
    
    
    
    
    
    Gross Amount at Which Carried at Close of Period
    
    
    
    
    
    
    DateCost Capitalized
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Completed/Buildings and
    
    
    Subsequent to
    
    
    
    
    
    
    Buildings and
    
    
    
    
    
    
    Accumulated
    
    
    Placed in
    
    
    
    
    
    
    DepreciableDescription
    
    Encumbrances (1)
    
    
    Land
    
    
    Improvements
    
    
    Acquisition
    
    
    Land
    
    
    Improvements
    
    
    Total (2)
    
    
    Depreciation
    
    
    Service
    
    
    Date Acquired
    
    
    Lives-YearsMultifamily:Ashley Park
    
    
    
    
    
    
    3,702,098
    
    
    
    15,332,923
    
    
    
    138,942
    
    
    
    3,702,098
    
    
    
    15,471,865
    
    
    
    19,173,963
    
    
    
    (3,940,277
    )
    
    
    1988
    
    
    
    2005
    
    
    3-40 YearsAutumn Hill
    
    
    
    
    
    
    7,146,496
    
    
    
    24,811,026
    
    
    
    2,343,376
    
    
    
    7,146,496
    
    
    
    27,154,402
    
    
    
    34,300,898
    
    
    
    (4,150,331
    )
    
    
    1970
    
    
    
    2005
    
    
    3-40 YearsAutumn Park I & II
    
    
    
    
    
    
    4,407,166
    
    
    
    35,387,619
    
    
    
    471,142
    
    
    
    4,407,166
    
    
    
    35,858,760
    
    
    
    40,265,926
    
    
    
    (3,812,624
    )
    
    
    2001/04
    
    
    
    2005
    
    
    3-40 YearsBrookfield
    
    
    
    
    
    
    1,541,108
    
    
    
    6,022,656
    
    
    
    677,386
    
    
    
    1,541,108
    
    
    
    6,700,042
    
    
    
    8,241,150
    
    
    
    (1,485,003
    )
    
    
    1984
    
    
    
    2005
    
    
    3-40 YearsColonial Grand at Arringdon
    
    
    
    
    
    
    3,016,358
    
    
    
    23,295,172
    
    
    
    1,002,161
    
    
    
    3,016,358
    
    
    
    24,297,333
    
    
    
    27,313,691
    
    
    
    (4,346,467
    )
    
    
    2003
    
    
    
    2004
    
    
    3-40 YearsColonial Grand at Ayrsley
    
    
    
    
    
    
    4,261,351
    
    
    
    
    
    
    
    31,634,363
    
    
    
    4,261,351
    
    
    
    31,634,363
    
    
    
    35,895,714
    
    
    
    (1,242,917
    )
    
    
    2008
    
    
    
    2006
    
    
    3-40 YearsColonial Grand at Barrett Creek
    
    
    
    
    
    
    3,320,000
    
    
    
    27,237,381
    
    
    
    527,525
    
    
    
    3,320,000
    
    
    
    27,764,905
    
    
    
    31,084,905
    
    
    
    (3,661,899
    )
    
    
    1999
    
    
    
    2005
    
    
    3-40 YearsColonial Grand at Bear Creek
    
    
    
    
    
    
    4,360,000
    
    
    
    32,029,388
    
    
    
    1,024,732
    
    
    
    4,360,000
    
    
    
    33,054,120
    
    
    
    37,414,120
    
    
    
    (4,505,315
    )
    
    
    1998
    
    
    
    2005
    
    
    3-40 YearsColonial Grand at Bellevue
    
    
    
    
    
    
    3,490,000
    
    
    
    31,544,370
    
    
    
    1,781,954
    
    
    
    3,490,986
    
    
    
    33,325,338
    
    
    
    36,816,324
    
    
    
    (4,122,798
    )
    
    
    1996
    
    
    
    2005
    
    
    3-40 YearsColonial Grand at Berkeley Lake
    
    
    
    
    
    
    1,800,000
    
    
    
    16,551,734
    
    
    
    475,638
    
    
    
    1,800,000
    
    
    
    17,027,372
    
    
    
    18,827,372
    
    
    
    (3,012,528
    )
    
    
    1998
    
    
    
    2004
    
    
    3-40 YearsColonial Grand at Beverly Crest
    
    
    
    
    
    
    2,400,000
    
    
    
    20,718,143
    
    
    
    1,388,422
    
    
    
    2,400,000
    
    
    
    22,106,565
    
    
    
    24,506,565
    
    
    
    (3,692,761
    )
    
    
    1996
    
    
    
    2004
    
    
    3-40 YearsColonial Grand at Crabtree Valley
    
    
    
    
    
    
    2,100,000
    
    
    
    15,272,196
    
    
    
    946,183
    
    
    
    2,100,000
    
    
    
    16,218,379
    
    
    
    18,318,379
    
    
    
    (1,975,891
    )
    
    
    1997
    
    
    
    2005
    
    
    3-40 YearsColonial Grand at Cypress Cove
    
    
    
    
    
    
    3,960,000
    
    
    
    24,721,680
    
    
    
    1,607,716
    
    
    
    3,960,000
    
    
    
    26,329,396
    
    
    
    30,289,396
    
    
    
    (2,251,387
    )
    
    
    2001
    
    
    
    2006
    
    
    3-40 YearsColonial Grand at Edgewater I
    
    
    
    
    
    
    1,540,000
    
    
    
    12,671,606
    
    
    
    16,064,247
    
    
    
    2,602,325
    
    
    
    27,673,527
    
    
    
    30,275,852
    
    
    
    (11,811,354
    )
    
    
    1990
    
    
    
    1994
    
    
    3-40 YearsColonial Grand at Godley Station I
    
    
    17,834,350
    
    
    
    1,594,008
    
    
    
    27,057,678
    
    
    
    811,070
    
    
    
    1,594,008
    
    
    
    27,868,748
    
    
    
    29,462,756
    
    
    
    (1,845,084
    )
    
    
    2001
    
    
    
    2006
    
    
    3-40 YearsColonial Grand at Hammocks
    
    
    
    
    
    
    3,437,247
    
    
    
    26,514,000
    
    
    
    1,568,122
    
    
    
    3,437,247
    
    
    
    28,082,122
    
    
    
    31,519,369
    
    
    
    (3,847,245
    )
    
    
    1997
    
    
    
    2005
    
    
    3-40 YearsColonial Grand at Heather Glen
    
    
    
    
    
    
    3,800,000
    
    
    
    
    
    
    
    35,567,413
    
    
    
    4,134,235
    
    
    
    35,233,179
    
    
    
    39,367,414
    
    
    
    (11,096,574
    )
    
    
    2000
    
    
    
    1998
    
    
    3-40 YearsColonial Grand at Heathrow
    
    
    
    
    
    
    2,560,661
    
    
    
    17,612,990
    
    
    
    1,848,855
    
    
    
    2,560,661
    
    
    
    19,461,845
    
    
    
    22,022,506
    
    
    
    (7,992,451
    )
    
    
    1997
    
    
    
    1994/97
    
    
    3-40 YearsColonial Grand at Huntersville
    
    
    
    
    
    
    3,593,366
    
    
    
    
    
    
    
    22,501,149
    
    
    
    3,593,366
    
    
    
    22,501,149
    
    
    
    26,094,515
    
    
    
    (842,304
    )
    
    
    2008
    
    
    
    2006
    
    
    3-40 YearsColonial Grand at Inverness Commons
    
    
    
    
    
    
    6,976,500
    
    
    
    33,892,731
    
    
    
    612,008
    
    
    
    6,976,500
    
    
    
    34,504,739
    
    
    
    41,481,239
    
    
    
    (2,495,919
    )
    
    
    2001
    
    
    
    2006
    
    
    3-40 YearsColonial Grand at Lakewood Ranch
    
    
    
    
    
    
    2,320,442
    
    
    
    
    
    
    
    24,131,175
    
    
    
    2,359,875
    
    
    
    24,091,743
    
    
    
    26,451,618
    
    
    
    (7,923,108
    )
    
    
    1999
    
    
    
    1997
    
    
    3-40 YearsColonial Grand at Legacy Park
    
    
    
    
    
    
    2,212,005
    
    
    
    23,076,117
    
    
    
    882,554
    
    
    
    2,212,005
    
    
    
    23,958,671
    
    
    
    26,170,676
    
    
    
    (2,908,232
    )
    
    
    2001
    
    
    
    2005
    
    
    3-40 YearsColonial Grand at Liberty Park
    
    
    
    
    
    
    2,296,019
    
    
    
    
    
    
    
    26,188,213
    
    
    
    2,296,019
    
    
    
    26,188,213
    
    
    
    28,484,232
    
    
    
    (8,867,350
    )
    
    
    2000
    
    
    
    1998
    
    
    3-40 YearsColonial Grand at Madison
    
    
    
    
    
    
    1,689,400
    
    
    
    
    
    
    
    22,411,741
    
    
    
    1,831,550
    
    
    
    22,269,591
    
    
    
    24,101,141
    
    
    
    (7,731,957
    )
    
    
    2000
    
    
    
    1998
    
    
    3-40 YearsColonial Grand at Mallard Creek
    
    
    
    
    
    
    2,911,443
    
    
    
    1,277,575
    
    
    
    16,549,032
    
    
    
    3,320,438
    
    
    
    17,417,612
    
    
    
    20,738,050
    
    
    
    (2,500,922
    )
    
    
    2005
    
    
    
    2003
    
    
    3-40 YearsColonial Grand at Mallard Lake
    
    
    
    
    
    
    3,020,000
    
    
    
    24,070,350
    
    
    
    1,670,322
    
    
    
    3,020,000
    
    
    
    25,740,672
    
    
    
    28,760,672
    
    
    
    (3,219,409
    )
    
    
    1998
    
    
    
    2005
    
    
    3-40 YearsColonial Grand at Matthews Commons
    
    
    
    
    
    
    2,026,288
    
    
    
    
    
    
    
    19,240,022
    
    
    
    2,026,288
    
    
    
    19,240,022
    
    
    
    21,266,310
    
    
    
    (123,602
    )
    
    
    2008
    
    
    
    2007
    
    
    3-40 YearsColonial Grand at McDaniel Farm
    
    
    
    
    
    
    4,240,000
    
    
    
    36,239,339
    
    
    
    1,280,170
    
    
    
    4,240,000
    
    
    
    37,519,509
    
    
    
    41,759,509
    
    
    
    (3,926,859
    )
    
    
    1997
    
    
    
    2006
    
    
    3-40 YearsColonial Grand at McGinnis Ferry
    
    
    
    
    
    
    5,000,114
    
    
    
    34,600,386
    
    
    
    939,937
    
    
    
    5,000,114
    
    
    
    35,540,323
    
    
    
    40,540,437
    
    
    
    (5,684,317
    )
    
    
    1997
    
    
    
    2004
    
    
    3-40 YearsColonial Grand at Mount Vernon
    
    
    
    
    
    
    2,130,000
    
    
    
    24,943,402
    
    
    
    702,965
    
    
    
    2,130,000
    
    
    
    25,646,367
    
    
    
    27,776,367
    
    
    
    (4,493,323
    )
    
    
    1997
    
    
    
    2004
    
    
    3-40 YearsColonial Grand at OldTown Scottsdale North
    
    
    
    
    
    
    4,837,040
    
    
    
    5,271,474
    
    
    
    23,870,702
    
    
    
    4,837,040
    
    
    
    29,142,176
    
    
    
    33,979,216
    
    
    
    (2,209,093
    )
    
    
    2001
    
    
    
    2006
    
    
    3-40 YearsColonial Grand at OldTown Scottsdale South
    
    
    
    
    
    
    6,139,320
    
    
    
    6,558,703
    
    
    
    30,041,172
    
    
    
    6,139,320
    
    
    
    36,599,875
    
    
    
    42,739,195
    
    
    
    (2,788,233
    )
    
    
    2001
    
    
    
    2006
    
    
    3-40 YearsColonial Grand at Patterson Place
    
    
    
    
    
    
    2,016,000
    
    
    
    19,060,725
    
    
    
    1,004,715
    
    
    
    2,016,000
    
    
    
    20,065,440
    
    
    
    22,081,440
    
    
    
    (3,327,547
    )
    
    
    1997
    
    
    
    2004
    
    
    3-40 YearsColonial Grand at Pleasant Hill
    
    
    
    
    
    
    6,024,000
    
    
    
    38,454,690
    
    
    
    1,369,548
    
    
    
    6,024,000
    
    
    
    39,824,238
    
    
    
    45,848,238
    
    
    
    (3,649,579
    )
    
    
    1996
    
    
    
    2006
    
    
    3-40 YearsColonial Grand at Quarterdeck
    
    
    
    
    
    
    9,123,452
    
    
    
    12,297,699
    
    
    
    1,017,332
    
    
    
    9,123,452
    
    
    
    13,315,031
    
    
    
    22,438,483
    
    
    
    (2,186,656
    )
    
    
    1987
    
    
    
    2005
    
    
    3-40 YearsColonial Grand at River Oaks
    
    
    
    
    
    
    2,160,000
    
    
    
    17,424,336
    
    
    
    1,710,886
    
    
    
    2,160,000
    
    
    
    19,135,222
    
    
    
    21,295,222
    
    
    
    (3,456,385
    )
    
    
    1992
    
    
    
    2004
    
    
    3-40 YearsColonial Grand at River Plantation
    
    
    
    
    
    
    2,320,000
    
    
    
    19,669,298
    
    
    
    1,335,671
    
    
    
    2,320,000
    
    
    
    21,004,969
    
    
    
    23,324,969
    
    
    
    (3,802,512
    )
    
    
    1994
    
    
    
    2004
    
    
    3-40 YearsColonial Grand at Round Rock
    
    
    
    
    
    
    2,647,588
    
    
    
    
    
    
    
    32,546,620
    
    
    
    2,647,588
    
    
    
    32,546,620
    
    
    
    35,194,208
    
    
    
    (3,463,128
    )
    
    
    1997
    
    
    
    2004
    
    
    3-40 YearsColonial Grand at Scottsdale
    
    
    
    
    
    
    3,780,000
    
    
    
    25,444,988
    
    
    
    432,756
    
    
    
    3,780,000
    
    
    
    25,877,744
    
    
    
    29,657,744
    
    
    
    (2,503,771
    )
    
    
    1999
    
    
    
    2006
    
    
    3-40 YearsColonial Grand at Seven Oaks
    
    
    
    
    
    
    3,439,125
    
    
    
    19,943,544
    
    
    
    1,249,771
    
    
    
    3,439,125
    
    
    
    21,193,315
    
    
    
    24,632,440
    
    
    
    (4,391,078
    )
    
    
    2004
    
    
    
    2004
    
    
    3-40 YearsColonial Grand at Shiloh
    
    
    
    
    
    
    5,976,000
    
    
    
    43,556,770
    
    
    
    935,692
    
    
    
    5,976,000
    
    
    
    44,492,462
    
    
    
    50,468,462
    
    
    
    (4,130,244
    )
    
    
    2002
    
    
    
    2006
    
    
    3-40 YearsColonial Grand at Silverado
    
    
    
    
    
    
    2,375,425
    
    
    
    17,744,643
    
    
    
    663,137
    
    
    
    2,375,425
    
    
    
    18,407,780
    
    
    
    20,783,205
    
    
    
    (3,064,477
    )
    
    
    2005
    
    
    
    2003
    
    
    3-40 YearsColonial Grand at Silverado Reserve
    
    
    
    
    
    
    2,392,000
    
    
    
    
    
    
    
    22,105,110
    
    
    
    2,692,104
    
    
    
    21,805,005
    
    
    
    24,497,110
    
    
    
    (2,462,899
    )
    
    
    2005
    
    
    
    2003
    
    
    3-40 YearsColonial Grand at Sugarloaf
    
    
    
    
    
    
    2,500,000
    
    
    
    21,811,418
    
    
    
    1,188,475
    
    
    
    2,500,000
    
    
    
    22,999,893
    
    
    
    25,499,893
    
    
    
    (3,996,106
    )
    
    
    2002
    
    
    
    2004
    
    
    3-40 YearsColonial Grand at Town Park (Lake Mary)
    
    
    
    
    
    
    2,647,374
    
    
    
    
    
    
    
    36,608,911
    
    
    
    3,110,118
    
    
    
    36,146,166
    
    
    
    39,256,285
    
    
    
    (11,713,696
    )
    
    
    2005
    
    
    
    2004
    
    
    3-40 YearsColonial Grand at Town Park Reserve
    
    
    
    
    
    
    867,929
    
    
    
    
    
    
    
    9,032,066
    
    
    
    957,784
    
    
    
    8,942,211
    
    
    
    9,899,995
    
    
    
    (1,513,258
    )
    
    
    2004
    
    
    
    2004
    
    
    3-40 YearsColonial Grand at Trinity Commons
    
    
    30,500,000
    
    
    
    5,333,807
    
    
    
    35,815,269
    
    
    
    1,047,795
    
    
    
    5,333,807
    
    
    
    36,863,064
    
    
    
    42,196,871
    
    
    
    (4,205,941
    )
    
    
    2000/02
    
    
    
    2005
    
    
    3-40 YearsColonial Grand at University Center
    
    
    
    
    
    
    1,872,000
    
    
    
    12,166,656
    
    
    
    644,060
    
    
    
    1,872,000
    
    
    
    12,810,716
    
    
    
    14,682,716
    
    
    
    (1,118,233
    )
    
    
    2005
    
    
    
    2006
    
    
    3-40 YearsColonial Grand at Valley Ranch
    
    
    
    
    
    
    2,805,241
    
    
    
    38,037,251
    
    
    
    2,069,242
    
    
    
    2,805,241
    
    
    
    40,106,492
    
    
    
    42,911,733
    
    
    
    (4,750,709
    )
    
    
    1997
    
    
    
    2005
    
    
    3-40 YearsColonial Grand at Wilmington
    
    
    27,100,000
    
    
    
    3,344,408
    
    
    
    30,554,367
    
    
    
    1,397,207
    
    
    
    3,344,408
    
    
    
    31,951,574
    
    
    
    35,295,982
    
    
    
    (3,863,714
    )
    
    
    1998/2002
    
    
    
    2005
    
    
    3-40 YearsColonial Reserve at West Franklin (formerly Trolley Square East & West)
    
    
    
    
    
    
    4,743,279
    
    
    
    14,416,319
    
    
    
    5,994,824
    
    
    
    4,743,279
    
    
    
    20,411,143
    
    
    
    25,154,421
    
    
    
    (3,083,168
    )
    
    
    1964/65
    
    
    
    2005
    
    
    3-40 YearsColonial Village at Ashford Place
    
    
    
    
    
    
    537,600
    
    
    
    5,839,838
    
    
    
    1,158,068
    
    
    
    537,600
    
    
    
    6,997,906
    
    
    
    7,535,506
    
    
    
    (2,554,187
    )
    
    
    1983
    
    
    
    1996
    
    
    3-40 YearsColonial Village at Canyon Hills
    
    
    
    
    
    
    2,345,191
    
    
    
    11,274,917
    
    
    
    777,429
    
    
    
    2,345,191
    
    
    
    12,052,346
    
    
    
    14,397,537
    
    
    
    (1,718,163
    )
    
    
    1996
    
    
    
    2005
    
    
    3-40 YearsColonial Village at Chancellor Park
    
    
    
    
    
    
    4,080,000
    
    
    
    23,213,840
    
    
    
    1,238,315
    
    
    
    4,080,000
    
    
    
    24,452,155
    
    
    
    28,532,155
    
    
    
    (2,401,360
    )
    
    
    1999
    
    
    
    2006
    
    
    3-40 YearsColonial Village at Charleston Place
    
    
    
    
    
    
    1,124,924
    
    
    
    7,367,718
    
    
    
    743,505
    
    
    
    1,124,924
    
    
    
    8,111,223
    
    
    
    9,236,147
    
    
    
    (1,597,361
    )
    
    
    1986
    
    
    
    2005
    
    
    3-40 YearsColonial Village at Chase Gayton
    
    
    
    
    
    
    3,270,754
    
    
    
    26,910,024
    
    
    
    1,326,946
    
    
    
    3,270,754
    
    
    
    28,236,970
    
    
    
    31,507,724
    
    
    
    (5,639,645
    )
    
    
    1984
    
    
    
    2005
    
    
    3-40 YearsColonial Village at Cypress Village (6)
    
    
    
    
    
    
    5,839,590
    
    
    
    
    
    
    
    19,857,307
    
    
    
    5,839,590
    
    
    
    19,857,307
    
    
    
    25,696,897
    
    
    
    (511,674
    )
    
    
    2008
    
    
    
    2006
    
    
    3-40 YearsColonial Village at Deerfield
    
    
    
    
    
    
    2,032,054
    
    
    
    14,584,057
    
    
    
    815,177
    
    
    
    2,032,054
    
    
    
    15,399,235
    
    
    
    17,431,289
    
    
    
    (2,254,301
    )
    
    
    1985
    
    
    
    2005
    
    
    3-40 YearsColonial Village at Godley Lake
    
    
    
    
    
    
    1,053,307
    
    
    
    
    
    
    
    25,621,687
    
    
    
    1,053,307
    
    
    
    25,621,687
    
    
    
    26,674,994
    
    
    
    (321,103
    )
    
    
    N/A
    
    
    
    2007
    
    
    3-40 YearsColonial Village at Grapevine
    
    
    
    
    
    
    6,221,164
    
    
    
    24,463,050
    
    
    
    1,757,789
    
    
    
    6,221,164
    
    
    
    26,220,838
    
    
    
    32,442,003
    
    
    
    (3,692,964
    )
    
    
    1985/86
    
    
    
    2005
    
    
    3-40 YearsColonial Village at Greenbrier
    
    
    
    
    
    
    2,620,216
    
    
    
    25,498,161
    
    
    
    919,874
    
    
    
    2,620,216
    
    
    
    26,418,035
    
    
    
    29,038,251
    
    
    
    (3,114,351
    )
    
    
    1980
    
    
    
    2005
    
    
    3-40 YearsColonial Village at Greentree
    
    
    
    
    
    
    1,920,436
    
    
    
    10,288,950
    
    
    
    859,021
    
    
    
    1,878,186
    
    
    
    11,190,221
    
    
    
    13,068,408
    
    
    
    (1,611,566
    )
    
    
    1984
    
    
    
    2005
    
    
    3-40 Years
 1




---



##### Table of Contents



Initial Cost to Company
    
    
    
    
    
    
    Gross Amount at Which Carried at Close of Period
    
    
    
    
    
    
    DateCost Capitalized
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Completed/Buildings and
    
    
    Subsequent to
    
    
    
    
    
    
    Buildings and
    
    
    
    
    
    
    Accumulated
    
    
    Placed in
    
    
    
    
    
    
    DepreciableDescription
    
    Encumbrances (1)
    
    
    Land
    
    
    Improvements
    
    
    Acquisition
    
    
    Land
    
    
    Improvements
    
    
    Total (2)
    
    
    Depreciation
    
    
    Service
    
    
    Date Acquired
    
    
    Lives-YearsColonial Village at Greystone
    
    
    
    
    
    
    3,155,483
    
    
    
    28,875,949
    
    
    
    1,367,570
    
    
    
    3,155,483
    
    
    
    30,243,519
    
    
    
    33,399,002
    
    
    
    (3,527,637
    )
    
    
    1998/2000
    
    
    
    2005
    
    
    3-40 YearsColonial Village at Hampton Glen
    
    
    
    
    
    
    3,428,098
    
    
    
    17,966,469
    
    
    
    1,501,855
    
    
    
    3,428,098
    
    
    
    19,468,324
    
    
    
    22,896,422
    
    
    
    (3,264,458
    )
    
    
    1986
    
    
    
    2005
    
    
    3-40 YearsColonial Village at Hampton Pointe
    
    
    
    
    
    
    8,875,840
    
    
    
    15,359,217
    
    
    
    946,381
    
    
    
    8,875,840
    
    
    
    16,305,597
    
    
    
    25,181,437
    
    
    
    (2,723,753
    )
    
    
    1986
    
    
    
    2005
    
    
    3-40 YearsColonial Village at Harbour Club
    
    
    
    
    
    
    3,209,585
    
    
    
    20,094,356
    
    
    
    1,012,441
    
    
    
    3,209,585
    
    
    
    21,106,797
    
    
    
    24,316,382
    
    
    
    (3,177,500
    )
    
    
    1988
    
    
    
    2005
    
    
    3-40 YearsColonial Village at Highland Hills
    
    
    
    
    
    
    1,981,613
    
    
    
    17,112,176
    
    
    
    746,114
    
    
    
    1,981,613
    
    
    
    17,858,290
    
    
    
    19,839,903
    
    
    
    (3,430,560
    )
    
    
    1987
    
    
    
    2005
    
    
    3-40 YearsColonial Village at Huntington
    
    
    
    
    
    
    1,315,930
    
    
    
    7,605,360
    
    
    
    1,043,458
    
    
    
    1,315,930
    
    
    
    8,648,818
    
    
    
    9,964,748
    
    
    
    (1,237,966
    )
    
    
    1986
    
    
    
    2005
    
    
    3-40 YearsColonial Village at Huntleigh Woods
    
    
    
    
    
    
    745,600
    
    
    
    4,908,990
    
    
    
    1,712,932
    
    
    
    730,688
    
    
    
    6,636,834
    
    
    
    7,367,522
    
    
    
    (2,840,651
    )
    
    
    1978
    
    
    
    1994
    
    
    3-40 YearsColonial Village at Inverness
    
    
    
    
    
    
    2,349,487
    
    
    
    16,279,416
    
    
    
    13,711,245
    
    
    
    2,936,991
    
    
    
    29,403,158
    
    
    
    32,340,148
    
    
    
    (13,861,627
    )
    
    
    1986/87/90/97
    
    
    
    1986/87/90/97
    
    
    3-40 YearsColonial Village at Main Park
    
    
    
    
    
    
    1,208,434
    
    
    
    10,235,978
    
    
    
    872,553
    
    
    
    1,208,434
    
    
    
    11,108,531
    
    
    
    12,316,966
    
    
    
    (1,751,984
    )
    
    
    1984
    
    
    
    2005
    
    
    3-40 YearsColonial Village at Marsh Cove
    
    
    
    
    
    
    2,023,460
    
    
    
    11,095,073
    
    
    
    1,127,155
    
    
    
    2,023,460
    
    
    
    12,222,228
    
    
    
    14,245,688
    
    
    
    (2,197,578
    )
    
    
    1983
    
    
    
    2005
    
    
    3-40 YearsColonial Village at Matthews
    
    
    14,700,000
    
    
    
    2,700,000
    
    
    
    20,295,989
    
    
    
    535,809
    
    
    
    2,700,000
    
    
    
    20,831,798
    
    
    
    23,531,798
    
    
    
    (808,036
    )
    
    
    2008
    
    
    
    2008
    
    
    3-40 YearsColonial Village at Meadow Creek
    
    
    
    
    
    
    1,548,280
    
    
    
    11,293,190
    
    
    
    1,195,867
    
    
    
    1,548,280
    
    
    
    12,489,057
    
    
    
    14,037,337
    
    
    
    (2,253,965
    )
    
    
    1984
    
    
    
    2005
    
    
    3-40 YearsColonial Village at Mill Creek
    
    
    
    
    
    
    2,153,567
    
    
    
    9,331,910
    
    
    
    587,118
    
    
    
    2,153,567
    
    
    
    9,919,028
    
    
    
    12,072,595
    
    
    
    (2,512,095
    )
    
    
    1984
    
    
    
    2005
    
    
    3-40 YearsColonial Village at North Arlington
    
    
    
    
    
    
    2,439,102
    
    
    
    10,804,027
    
    
    
    794,034
    
    
    
    2,439,102
    
    
    
    11,598,061
    
    
    
    14,037,163
    
    
    
    (1,916,019
    )
    
    
    1985
    
    
    
    2005
    
    
    3-40 YearsColonial Village at Oakbend
    
    
    
    
    
    
    5,100,000
    
    
    
    26,260,164
    
    
    
    929,463
    
    
    
    5,100,000
    
    
    
    27,189,627
    
    
    
    32,289,627
    
    
    
    (2,465,312
    )
    
    
    1997
    
    
    
    2006
    
    
    3-40 YearsColonial Village at Pinnacle Ridge
    
    
    
    
    
    
    1,212,917
    
    
    
    8,499,638
    
    
    
    550,751
    
    
    
    1,212,917
    
    
    
    9,050,389
    
    
    
    10,263,306
    
    
    
    (1,606,389
    )
    
    
    1951/85
    
    
    
    2005
    
    
    3-40 YearsColonial Village at Quarry Oaks
    
    
    
    
    
    
    5,063,500
    
    
    
    27,767,505
    
    
    
    1,735,380
    
    
    
    5,063,500
    
    
    
    29,502,885
    
    
    
    34,566,385
    
    
    
    (4,318,806
    )
    
    
    1996
    
    
    
    2003
    
    
    3-40 YearsColonial Village at Shoal Creek
    
    
    
    
    
    
    4,080,000
    
    
    
    29,214,707
    
    
    
    1,393,268
    
    
    
    4,080,000
    
    
    
    30,607,975
    
    
    
    34,687,975
    
    
    
    (3,190,391
    )
    
    
    1996
    
    
    
    2006
    
    
    3-40 YearsColonial Village at Sierra Vista
    
    
    
    
    
    
    2,320,000
    
    
    
    11,370,600
    
    
    
    1,013,465
    
    
    
    2,308,949
    
    
    
    12,395,116
    
    
    
    14,704,065
    
    
    
    (2,277,605
    )
    
    
    1999
    
    
    
    2004
    
    
    3-40 YearsColonial Village at South Tryon
    
    
    
    
    
    
    1,510,535
    
    
    
    14,696,088
    
    
    
    571,259
    
    
    
    1,510,535
    
    
    
    15,267,348
    
    
    
    16,777,883
    
    
    
    (1,791,705
    )
    
    
    2002
    
    
    
    2005
    
    
    3-40 YearsColonial Village at Stone Point
    
    
    
    
    
    
    1,417,658
    
    
    
    9,291,464
    
    
    
    615,937
    
    
    
    1,417,658
    
    
    
    9,907,401
    
    
    
    11,325,059
    
    
    
    (1,881,332
    )
    
    
    1986
    
    
    
    2005
    
    
    3-40 YearsColonial Village at Timber Crest
    
    
    13,651,674
    
    
    
    2,284,812
    
    
    
    19,010,168
    
    
    
    838,349
    
    
    
    2,284,812
    
    
    
    19,848,517
    
    
    
    22,133,329
    
    
    
    (2,395,653
    )
    
    
    2000
    
    
    
    2005
    
    
    3-40 YearsColonial Village at Tradewinds
    
    
    
    
    
    
    5,220,717
    
    
    
    22,479,977
    
    
    
    76,362
    
    
    
    5,220,717
    
    
    
    22,556,339
    
    
    
    27,777,056
    
    
    
    (3,170,836
    )
    
    
    1988
    
    
    
    2005
    
    
    3-40 YearsColonial Village at Trussville
    
    
    
    
    
    
    1,504,000
    
    
    
    18,800,253
    
    
    
    2,443,955
    
    
    
    1,510,409
    
    
    
    21,237,799
    
    
    
    22,748,208
    
    
    
    (8,510,148
    )
    
    
    1996/97
    
    
    
    1997
    
    
    3-40 YearsColonial Village at Twin Lakes
    
    
    
    
    
    
    4,966,922
    
    
    
    29,925,363
    
    
    
    433,490
    
    
    
    5,624,063
    
    
    
    29,701,712
    
    
    
    35,325,775
    
    
    
    (5,137,725
    )
    
    
    2005
    
    
    
    2001
    
    
    3-40 YearsColonial Village at Vista Ridge
    
    
    
    
    
    
    2,003,172
    
    
    
    11,186,878
    
    
    
    835,478
    
    
    
    2,003,172
    
    
    
    12,022,356
    
    
    
    14,025,528
    
    
    
    (1,975,228
    )
    
    
    1985
    
    
    
    2005
    
    
    3-40 YearsColonial Village at Waterford
    
    
    
    
    
    
    3,321,325
    
    
    
    26,345,195
    
    
    
    1,188,429
    
    
    
    3,321,325
    
    
    
    27,533,625
    
    
    
    30,854,950
    
    
    
    (4,313,784
    )
    
    
    1989
    
    
    
    2005
    
    
    3-40 YearsColonial Village at Waters Edge
    
    
    
    
    
    
    888,386
    
    
    
    13,215,381
    
    
    
    958,332
    
    
    
    888,386
    
    
    
    14,173,713
    
    
    
    15,062,099
    
    
    
    (3,107,562
    )
    
    
    1985
    
    
    
    2005
    
    
    3-40 YearsColonial Village at West End
    
    
    
    
    
    
    2,436,588
    
    
    
    14,800,444
    
    
    
    1,488,707
    
    
    
    2,436,588
    
    
    
    16,289,151
    
    
    
    18,725,739
    
    
    
    (2,674,572
    )
    
    
    1987
    
    
    
    2005
    
    
    3-40 YearsColonial Village at Westchase
    
    
    
    
    
    
    10,418,496
    
    
    
    10,348,047
    
    
    
    825,802
    
    
    
    10,418,496
    
    
    
    11,173,849
    
    
    
    21,592,345
    
    
    
    (2,789,966
    )
    
    
    1985
    
    
    
    2005
    
    
    3-40 YearsColonial Village at Willow Creek
    
    
    
    
    
    
    4,780,000
    
    
    
    34,143,179
    
    
    
    985,697
    
    
    
    4,780,000
    
    
    
    35,128,876
    
    
    
    39,908,876
    
    
    
    (3,705,842
    )
    
    
    1996
    
    
    
    2006
    
    
    3-40 YearsColonial Village at Windsor Place
    
    
    
    
    
    
    1,274,885
    
    
    
    15,017,745
    
    
    
    1,176,816
    
    
    
    1,274,885
    
    
    
    16,194,561
    
    
    
    17,469,446
    
    
    
    (2,835,529
    )
    
    
    1985
    
    
    
    2005
    
    
    3-40 YearsColonial Village at Woodlake (formerly Parkside at Woodlake)
    
    
    
    
    
    
    2,781,279
    
    
    
    17,694,376
    
    
    
    639,324
    
    
    
    2,781,279
    
    
    
    18,333,700
    
    
    
    21,114,979
    
    
    
    (2,445,280
    )
    
    
    1996
    
    
    
    2005
    
    
    3-40 YearsEnclave (formerly The Renwick) (6)
    
    
    
    
    
    
    4,074,823
    
    
    
    
    
    
    
    25,562,339
    
    
    
    4,074,823
    
    
    
    25,562,339
    
    
    
    29,637,162
    
    
    
    (377,799
    )
    
    
    2008
    
    
    
    2005
    
    
    3-40 YearsGlen Eagles I & II
    
    
    
    
    
    
    2,028,204
    
    
    
    17,424,915
    
    
    
    739,047
    
    
    
    2,028,204
    
    
    
    18,163,962
    
    
    
    20,192,167
    
    
    
    (2,694,197
    )
    
    
    1990/2000
    
    
    
    2005
    
    
    3-40 YearsHeatherwood
    
    
    
    
    
    
    3,550,362
    
    
    
    23,731,531
    
    
    
    3,388,373
    
    
    
    3,550,362
    
    
    
    27,119,905
    
    
    
    30,670,267
    
    
    
    (4,177,981
    )
    
    
    1980
    
    
    
    2005
    
    
    3-40 YearsMurano at Delray Beach (4)(5)
    
    
    
    
    
    
    2,730,000
    
    
    
    20,209,175
    
    
    
    (8,674,880
    )
    
    
    2,730,000
    
    
    
    11,534,295
    
    
    
    14,264,295
    
    
    
    (1,424,463
    )
    
    
    2002
    
    
    
    2005
    
    
    3-40 YearsPaces Cove
    
    
    
    
    
    
    1,509,933
    
    
    
    11,127,122
    
    
    
    387,992
    
    
    
    1,509,933
    
    
    
    11,515,113
    
    
    
    13,025,046
    
    
    
    (2,318,732
    )
    
    
    1982
    
    
    
    2005
    
    
    3-40 YearsPortofino at Jensen Beach (4)(5)
    
    
    
    
    
    
    3,540,000
    
    
    
    16,690,792
    
    
    
    (9,989,553
    )
    
    
    3,540,000
    
    
    
    6,701,239
    
    
    
    10,241,239
    
    
    
    (1,161,923
    )
    
    
    2002
    
    
    
    2005
    
    
    3-40 YearsRemington Hills
    
    
    
    
    
    
    2,520,011
    
    
    
    22,451,151
    
    
    
    1,947,024
    
    
    
    2,520,011
    
    
    
    24,398,174
    
    
    
    26,918,186
    
    
    
    (3,395,386
    )
    
    
    1984
    
    
    
    2005
    
    
    3-40 YearsSummer Tree
    
    
    
    
    
    
    2,319,541
    
    
    
    5,975,472
    
    
    
    518,270
    
    
    
    2,319,541
    
    
    
    6,493,742
    
    
    
    8,813,282
    
    
    
    (1,431,118
    )
    
    
    1980
    
    
    
    2005
    
    
    3-40 YearsOffice:Colonial Center Brookwood Village
    
    
    
    
    
    
    1,285,379
    
    
    
    
    
    
    
    41,951,240
    
    
    
    
    
    
    
    43,236,619
    
    
    
    43,236,619
    
    
    
    (1,918,672
    )
    
    
    2007
    
    
    
    2007
    
    
    3-40 YearsColonial Center TownPark 400
    
    
    
    
    
    
    3,301,914
    
    
    
    
    
    
    
    22,927,267
    
    
    
    3,301,914
    
    
    
    22,927,267
    
    
    
    26,229,181
    
    
    
    (559,279
    )
    
    
    2008
    
    
    
    1999
    
    
    3-40 YearsMetropolitan Midtown  Plaza
    
    
    
    
    
    
    2,088,796
    
    
    
    
    
    
    
    30,506,029
    
    
    
    2,088,796
    
    
    
    30,506,029
    
    
    
    32,594,825
    
    
    
    (644,336
    )
    
    
    2008
    
    
    
    2006
    
    
    3-40 YearsRetail:Colonial Brookwood Village
    
    
    
    
    
    
    6,851,321
    
    
    
    24,435,002
    
    
    
    69,541,347
    
    
    
    8,171,373
    
    
    
    92,656,296
    
    
    
    100,827,670
    
    
    
    (36,627,014
    )
    
    
    1973/91/00
    
    
    
    1997
    
    
    3-40 YearsColonial Pinnacle Tannehill
    
    
    
    
    
    
    19,097,386
    
    
    
    
    
    
    
    34,146,482
    
    
    
    19,097,386
    
    
    
    34,146,482
    
    
    
    53,243,868
    
    
    
    (475,419
    )
    
    
    2008
    
    
    
    2006
    
    
    3-40 YearsColonial Promenade Fultondale (3)
    
    
    
    
    
    
    1,424,390
    
    
    
    15,303,065
    
    
    
    3,593,775
    
    
    
    1,424,390
    
    
    
    18,896,840
    
    
    
    20,321,229
    
    
    
    (662,500
    )
    
    
    2007
    
    
    
    2007
    
    
    3-40 YearsColonial Promenade Winter Haven (3)
    
    
    
    
    
    
    2,880,025
    
    
    
    3,928,903
    
    
    
    10,104,139
    
    
    
    4,045,045
    
    
    
    12,868,022
    
    
    
    16,913,067
    
    
    
    (2,594,853
    )
    
    
    1986
    
    
    
    1995
    
    
    3-40 YearsMetropolitan Midtown  Retail
    
    
    
    
    
    
    3,481,826
    
    
    
    
    
    
    
    35,737,055
    
    
    
    3,481,826
    
    
    
    35,737,055
    
    
    
    39,218,881
    
    
    
    (401,078
    )
    
    
    2008
    
    
    
    2006
    
    
    3-40 YearsFor-Sale Residential:Central Park (3)(5)
    
    
    
    
    
    
    1,437,374
    
    
    
    
    
    
    
    4,289,896
    
    
    
    1,437,374
    
    
    
    4,289,896
    
    
    
    5,727,270
    
    
    
    
    
    
    
    2007
    
    
    
    2005
    
    
    
    N/ARegents (3)(5)(6)
    
    
    
    
    
    
    6,794,173
    
    
    
    
    
    
    
    9,322,899
    
    
    
    6,794,173
    
    
    
    9,322,899
    
    
    
    16,117,072Grander (3)(5)(6)
    
    
    
    
    
    
    4,000,000
    
    
    
    
    
    
    
    (1,320,065
    )
    
    
    4,000,000
    
    
    
    (1,320,065
    )
    
    
    2,679,935
    
    
    
    
    
    
    
    2008
    
    
    
    2006
    
    
    
    N/ASouthgate at Fairview (3)(5)(6)
    
    
    
    
    
    
    1,993,941
    
    
    
    
    
    
    
    5,091,980
    
    
    
    1,993,941
    
    
    
    5,091,980
    
    
    
    7,085,921
    
    
    
    
    
    
    
    2007
    
    
    
    2005
    
    
    
    N/AMetropolitan Midtown  Condominiums (3)(5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    23,334,065
    
    
    
    
    
    
    
    23,334,065
    
    
    
    23,334,065
    
    
    
    
    
    
    
    2008
    
    
    
    2006
    
    
    
    N/AWhitehouse Creek (formerly Spanish Oaks) (3)
    
    
    
    
    
    
    451,391
    
    
    
    
    
    
    
    2,091,174
    
    
    
    451,391
    
    
    
    2,091,174
    
    
    
    2,542,565
    
    
    
    
    
    
    
    2008
    
    
    
    2006
    
    
    
    N/ACondominium Conversion Properties:Azur at Metrowest (3)(5)
    
    
    
    
    
    
    3,421,000
    
    
    
    22,592,957
    
    
    
    (25,150,693
    )
    
    
    220,000
    
    
    
    643,264
    
    
    
    863,264
    
    
    
    
    
    
    
    1997
    
    
    
    2003
    
    
    3-40 YearsCapri at Hunters Creek (3)(5)
    
    
    
    
    
    
    8,781,859
    
    
    
    10,914,351
    
    
    
    (19,228,365
    )
    
    
    85,005
    
    
    
    382,840
    
    
    
    467,845
    
    
    
    
    
    
    
    1999
    
    
    
    1998
    
    
    3-40 YearsActive Development Projects:Colonial Grand at Ashton Oaks
    
    
    
    
    
    
    3,659,400
    
    
    
    
    
    
    
    24,656,600
    
    
    
    3,659,400
    
    
    
    24,656,600
    
    
    
    28,316,000
    
    
    
    (35,036
    )
    
    
    N/A
    
    
    
    2007
    
    
    3-40 Years
 2




---



##### Table of Contents



Initial Cost to Company
    
    
    
    
    
    
    Gross Amount at Which Carried at Close of Period
    
    
    
    
    
    
    DateCost Capitalized
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Completed/Buildings and
    
    
    Subsequent to
    
    
    
    
    
    
    Buildings and
    
    
    
    
    
    
    Accumulated
    
    
    Placed in
    
    
    
    
    
    
    DepreciableDescription
    
    Encumbrances (1)
    
    
    Land
    
    
    Improvements
    
    
    Acquisition
    
    
    Land
    
    
    Improvements
    
    
    Total (2)
    
    
    Depreciation
    
    
    Service
    
    
    Date Acquired
    
    
    Lives-YearsColonial Grand at Desert Vista
    
    
    
    
    
    
    12,000,000
    
    
    
    
    
    
    
    30,463,000
    
    
    
    12,000,000
    
    
    
    30,463,000
    
    
    
    42,463,000
    
    
    
    (38,884
    )
    
    
    N/A
    
    
    
    2007
    
    
    3-40 YearsColonial Grand at Onion Creek (formerly Double Creek)
    
    
    
    
    
    
    3,505,449
    
    
    
    
    
    
    
    28,494,551
    
    
    
    3,505,449
    
    
    
    28,494,551
    
    
    
    32,000,000
    
    
    
    (593,126
    )
    
    
    N/A
    
    
    
    2005
    
    
    3-40 YearsFuture Development Projects:Colonial Grand at Azure
    
    
    
    
    
    
    6,016,000
    
    
    
    
    
    
    
    1,712,000
    
    
    
    6,016,000
    
    
    
    1,712,000
    
    
    
    7,728,000
    
    
    
    
    
    
    
    N/A
    
    
    
    2007
    
    
    
    N/AColonial Grand at Cityway (formerly Ridell Ranch)
    
    
    
    
    
    
    3,656,250
    
    
    
    
    
    
    
    1,310,750
    
    
    
    3,656,250
    
    
    
    1,310,750
    
    
    
    4,967,000
    
    
    
    
    
    
    
    N/A
    
    
    
    2006
    
    
    
    N/AColonial Grand at Hampton Preserve
    
    
    
    
    
    
    10,500,000
    
    
    
    
    
    
    
    3,820,000
    
    
    
    10,500,000
    
    
    
    3,820,000
    
    
    
    14,320,000
    
    
    
    
    
    
    
    N/A
    
    
    
    2007
    
    
    
    N/AColonial Grand at Randal Park
    
    
    
    
    
    
    7,200,000
    
    
    
    
    
    
    
    6,404,000
    
    
    
    7,200,000
    
    
    
    6,404,000
    
    
    
    13,604,000
    
    
    
    
    
    
    
    N/A
    
    
    
    2006
    
    
    
    N/AColonial Grand at South End
    
    
    
    
    
    
    9,382,090
    
    
    
    
    
    
    
    2,663,910
    
    
    
    9,382,090
    
    
    
    2,663,910
    
    
    
    12,046,000
    
    
    
    
    
    
    
    N/A
    
    
    
    2007
    
    
    
    N/AColonial Grand at Sweetwater
    
    
    
    
    
    
    5,238,000
    
    
    
    
    
    
    
    2,043,000
    
    
    
    5,238,000
    
    
    
    2,043,000
    
    
    
    7,281,000
    
    
    
    
    
    
    
    N/A
    
    
    
    2006
    
    
    
    N/AColonial Grand at Thunderbird
    
    
    
    
    
    
    6,500,500
    
    
    
    
    
    
    
    1,867,500
    
    
    
    6,500,500
    
    
    
    1,867,500
    
    
    
    8,368,000
    
    
    
    
    
    
    
    N/A
    
    
    
    2007
    
    
    
    N/AColonial Grand at Wakefield
    
    
    
    
    
    
    3,573,196
    
    
    
    
    
    
    
    3,636,804
    
    
    
    3,573,196
    
    
    
    3,636,804
    
    
    
    7,210,000
    
    
    
    
    
    
    
    N/A
    
    
    
    2007
    
    
    
    N/AColonial Promenade Craft Farms II (5)
    
    
    
    
    
    
    1,207,040
    
    
    
    
    
    
    
    819,960
    
    
    
    1,207,040
    
    
    
    819,960
    
    
    
    2,027,000
    
    
    
    
    
    
    
    N/A
    
    
    
    2007
    
    
    
    N/AColonial Promenade Huntsville
    
    
    
    
    
    
    8,047,720
    
    
    
    
    
    
    
    1,479,280
    
    
    
    8,047,720
    
    
    
    1,479,280
    
    
    
    9,527,000
    
    
    
    
    
    
    
    N/A
    
    
    
    2007
    
    
    
    N/AColonial Promenade Nor du Lac (5)
    
    
    
    
    
    
    20,346,000
    
    
    
    
    
    
    
    13,151,565
    
    
    
    20,346,000
    
    
    
    13,151,565
    
    
    
    33,497,565
    
    
    
    
    
    
    
    N/A
    
    
    
    2008
    
    
    
    N/AUnimproved Land:Breland Land
    
    
    
    
    
    
    9,400,000
    
    
    
    
    
    
    
    500,000
    
    
    
    9,400,000
    
    
    
    500,000
    
    
    
    9,900,000
    
    
    
    
    
    
    
    N/A
    
    
    
    2005
    
    
    
    N/ACanal Place and Infrastructure
    
    
    
    
    
    
    10,951,968
    
    
    
    
    
    
    
    3,298,095
    
    
    
    10,951,968
    
    
    
    3,298,095
    
    
    
    14,250,063
    
    
    
    
    
    
    
    N/A
    
    
    
    2005
    
    
    
    N/AColonial Center Town Park 500
    
    
    
    
    
    
    2,903,795
    
    
    
    
    
    
    
    1,975,960
    
    
    
    2,903,795
    
    
    
    1,975,960
    
    
    
    4,879,755
    
    
    
    
    
    
    
    N/A
    
    
    
    1999
    
    
    
    N/AColonial Pinnacle Tutwiler Farm II
    
    
    
    
    
    
    4,682,430
    
    
    
    
    
    
    
    1,293,050
    
    
    
    4,682,430
    
    
    
    1,293,050
    
    
    
    5,975,480
    
    
    
    
    
    
    
    N/A
    
    
    
    2005
    
    
    
    N/AColonial Promenade Burnt Store
    
    
    
    
    
    
    615,380
    
    
    
    
    
    
    
    
    
    
    
    615,380
    
    
    
    
    
    
    
    615,380
    
    
    
    
    
    
    
    N/A
    
    
    
    1994
    
    
    
    N/ACraft Farms Mixed Use
    
    
    
    
    
    
    4,400,000
    
    
    
    
    
    
    
    1,828,860
    
    
    
    4,400,000
    
    
    
    1,828,860
    
    
    
    6,228,860
    
    
    
    
    
    
    
    N/A
    
    
    
    2004
    
    
    
    N/ACypress Village  Lot Development (5)(6)
    
    
    
    
    
    
    10,131,879
    
    
    
    
    
    
    
    
    
    
    
    10,131,879
    
    
    
    
    
    
    
    10,131,879
    
    
    
    
    
    
    
    N/A
    
    
    
    2006
    
    
    
    N/AHeathrow Land and Infrastructure
    
    
    
    
    
    
    12,250,568
    
    
    
    
    
    
    
    2,964,904
    
    
    
    12,560,568
    
    
    
    2,654,904
    
    
    
    15,215,472
    
    
    
    
    
    
    
    N/A
    
    
    
    2002
    
    
    
    N/ALakewood Ranch
    
    
    
    
    
    
    479,900
    
    
    
    
    
    
    
    877,248
    
    
    
    479,900
    
    
    
    877,248
    
    
    
    1,357,148
    
    
    
    
    
    
    
    N/A
    
    
    
    1999
    
    
    
    N/ARandal Park (5)
    
    
    
    
    
    
    33,686,904
    
    
    
    
    
    
    
    (7,785,103
    )
    
    
    33,686,904
    
    
    
    (7,785,103
    )
    
    
    25,901,801
    
    
    
    
    
    
    
    N/A
    
    
    
    2006
    
    
    
    N/ATown Park Land and Infrastructure
    
    
    
    
    
    
    6,600,000
    
    
    
    
    
    
    
    2,595,707
    
    
    
    6,600,000
    
    
    
    2,595,707
    
    
    
    9,195,707
    
    
    
    
    
    
    
    N/A
    
    
    
    1999
    
    
    
    N/AWhitehouse Creek  Lot Development and Infrastructure
    
    
    
    
    
    
    4,498,609
    
    
    
    
    
    
    
    8,778,014
    
    
    
    4,498,609
    
    
    
    8,778,014
    
    
    
    13,276,623
    
    
    
    
    
    
    
    N/A
    
    
    
    2006
    
    
    
    N/AWoodlands  Craft Farms Residential
    
    
    
    
    
    
    15,300,000
    
    
    
    
    
    
    
    7,100,000
    
    
    
    15,300,000
    
    
    
    7,100,000
    
    
    
    22,400,000
    
    
    
    
    
    
    
    N/A
    
    
    
    2004
    
    
    
    N/AOther Miscellaneous Projects
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,559,674
    
    
    
    
    
    
    
    12,559,674
    
    
    
    12,559,674
    
    
    
    
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/ACorporate Assets:
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17,708,522
    
    
    
    
    
    
    
    17,708,522
    
    
    
    17,708,522
    
    
    
    (8,190,947
    )
    
    
    N/A
    
    
    
    N/A
    
    
    3-7 Years$
    103,786,024
    
    
    $
    611,257,694
    
    
    $
    1,818,658,875
    
    
    $
    951,218,826
    
    
    $
    604,893,203
    
    
    $
    2,776,242,196
    
    
    $
    3,381,135,399
    
    
    $
    (406,427,547
    )
 3




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##### Table of Contents



NOTES TO SCHEDULE III
COLONIAL REALTY LIMITED PARTNERSHIP
December 31, 2008
 (1)
    
    See description of mortgage notes payable in Note 12 of Notes to Consolidated Financial Statements.(2)
    
    The aggregate cost for Federal Income Tax purposes was approximately $2.5 billion at December 31, 2008.(3)
    
    Amounts include real estate assets classified as held for sale at December 31, 2008.(4)
    
    During 2008, CRLP is leasing the remaining units at these previously classified condominium conversions.(5)
    
    These projects are net of an impairment charge of approximately $116.9 million which was recorded during 2008.(6)
    
    These projects are net of an impairment charge of approximately $43.3 million which was recorded during 2007.(7)
    
    The following is a reconciliation of real estate to balances reported at the beginning of the year:
 Reconciliation of Real Estate2008
    
    
    2007
    
    
    2006Real estate investments:Balance at beginning of year
    
    $
    3,253,753,317
    
    
    $
    4,492,418,562
    
    
    $
    4,554,093,225Acquisitions of new property
    
    
    22,050,000
    
    
    
    147,800,000
    
    
    
    349,888,353Improvements and development
    
    
    219,240,957
    (a)
    
    
    342,861,295
    (b)
    
    
    470,553,525Dispositions of property
    
    
    (113,908,875
    )
    
    
    (1,729,326,540
    )
    
    
    (882,116,541
    )Balance at end of year
    
    $
    3,381,135,399
    
    
    $
    3,253,753,317
    
    
    $
    4,492,418,562Reconciliation of   Accumulated Depreciation2008
    
    
    2007
    
    
    2006Accumulated depreciation:Balance at beginning of year
    
    $
    327,754,602
    
    
    $
    495,268,312
    
    
    $
    463,109,242Depreciation
    
    
    96,979,757
    
    
    
    114,044,627
    
    
    
    148,887,070Depreciation of disposition of property
    
    
    (18,306,812
    )
    
    
    (281,558,337
    )
    
    
    (116,728,000
    )Balance at end of year
    
    $
    406,427,547
    
    
    $
    327,754,602
    
    
    $
    495,268,312
 
 (a)
    
    This amount is net of an impairment charge of approximately $116.9 million which was recorded during 2008.(b)
    
    This amount is net of an impairment charge of approximately $43.3 million which was recorded during 2007. 4




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##### Table of Contents



Colonial Realty Limited Partnership
Index to Exhibits
 12.1
    
    Ratio of Earnings to Fixed Charges21.1
    
    List of Subsidiaries31.1
    
    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