##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 FORM 10-K
 ANNUAL REPORT
PURSUANT TO SECTIONS 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For
the fiscal year ended December 31, 2007
 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 
of incorporation)
    
    (IRS Employer
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
 þ o
 o þ
 þ o
 þ
  Large accelerated filer  þ
    
    Accelerated filer  oNon-accelerated filer  o
    
    Smaller reporting company o
 o þ




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TABLE OF CONTENTS  PART IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. Operating PropertiesItem 3. Legal ProceedingsItem 4. Submission of Matters to a Vote of Security HoldersPART IIItem 5. Market for Registrants Common Equity and Related Shareholder MattersItem 6. Selected Financial DataItem 7. Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 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 DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPART IIIItem 10. Trustees, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesSIGNATURESIndex to ExhibitsEX-12.1 RATIO OF EARNINGS TO FIXED CHARGESEX-21.1 LIST OF SUBSIDIARIESEX-23.1 CONSENT OF PRICEWATERHOUSECOOPERS LLPEX-23.2 CONSENT OF WEISER LLPEX-23.3 CONSENT OF PRICEWATERHOUSECOOPERS LLPEX-31.1 SECTION 302 CERTIFICATION OF THE CEOEX-31.2 SECTION 302 CERTIFICATION OF THE CFOEX-32.1 SECTION 906 CERTIFICATION OF THE CEOEX-32.2 SECTION 906 CERTIFICATION OF THE CFO    Table of Contents  Documents Incorporated by Reference
  
 PART I
  
    
    national and local economic, business and real estate conditions, including, but
not limited to, the effect of demand for multifamily units, office and retail rental
space, the extent, strength and duration of any economic recovery, such as the
effects on demand for units and rental space and the creation of new multifamily,
office and retail developments, availability and creditworthiness of tenants, the
level of lease rents, and the availability of financing for both tenants and us;
    
    adverse changes in real estate markets, including, but not limited to, the extent
of tenant bankruptcies, financial difficulties and defaults, the extent of future
demand for multifamily units and office and retail space in our core markets and
barriers of entry into new markets which we may seek to enter in the future, the
extent of decreases in rental rates, competition, our ability to identify and
consummate attractive acquisitions on favorable terms, our ability to consummate any
planned dispositions in a timely manner on acceptable terms, and our ability to
reinvest sale proceeds in a manner that generates favorable returns;
    
    completion of our general partners strategic initiative to become a multifamily
focused real estate investment trust (REIT), which increases our exposure to risks
inherent in investments in a single industry;
    
    actions, strategies and performance of affiliates that we may not control or
companies, including joint ventures, in which we have made investments;
    
    changes in operating costs, including real estate taxes, utilities, and
insurance;
    
    higher than expected construction costs;
    
    risks of development or conversion of for-sale projects including, but not
limited to, delays in obtaining required governmental permits and authorizations,
cost overruns, and operating deficits;
    
    legislative or other regulatory decisions, including government approvals,
actions and initiatives, including the need for compliance with environmental and
safety requirements, and changes in laws and regulations or the interpretation
thereof;
    
    effects of tax legislative action;
    
    our 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;
    
    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.
  2




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##### Table of Contents



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
  Business Strategy
  3




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##### Table of Contents



Merger with Cornerstone Realty Income Trust
  4




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##### Table of Contents



Acquisitions and Developments
  TotalTotal Units/
    
    
    CostLocation
    
    Square Feet (1)
    
    
    (in thousands)Consolidated Acquisitions:Multifamily PropertiesColonial Grand at Old Town Scottsdale North
    
    Phoenix, AZ
    
    
    208
    
    
    $
    33,800Colonial Grand at Old Town Scottsdale South
    
    Phoenix, AZ
    
    
    264
    
    
    
    42,200Colonial Grand at Inverness Commons
    
    Phoenix, AZ
    
    
    300
    
    
    
    41,298Merritt at Godley Station (2)
    
    Savannah, GA
    
    
    312
    
    
    
    20,900Total Consolidated Acquisitions
    
    
    
    
    1,084
    
    
    $
    138,198Unconsolidated Acquisitions:Multifamily Properties(3)Fairmont at Fossil Creek (4)
    
    Fort Worth, TX
    
    
    240
    
    
    $
    3,195Auberry at Twin Creeks (4)
    
    Dallas, TX
    
    
    216
    
    
    
    3,098Colonial Village at Cary
    
    Raleigh, NC
    
    
    319
    
    
    
    5,980775
    
    
    
    12,273Office Properties(3)Huntsville TIC
    
    Huntsville, AL
    
    
    1,701,925
    
    
    
    88,743Total Unconsolidated Acquisitions
    
    
    
    
    
    
    
    $
    101,016Completed Developments:Multifamily PropertyColonial Grand at Round Rock
    
    Austin, TX
    
    
    422
    
    
    $
    35,000Colonial Grand at Canyon Creek (5)
    
    Austin, TX
    
    
    336
    
    
    
    7,900758
    
    
    
    42,900Office PropertiesColonial Center Brookwood
    
    Birmingham, AL
    
    
    169,256
    
    
    
    42,800Northrup Grumman Building (6)
    
    Huntsville, AL
    
    
    110,275
    
    
    
    17,000Colonial Center TownPark 300 (6)
    
    Orlando, FL
    
    
    150,000
    
    
    
    21,600429,531
    
    
    
    81,400Retail PropertiesColonial Pinnacle Tutwiler Farms II
    
    Birmingham, AL
    
    
    65,000
    
    
    
    9,000Colonial Promenade Alabaster II
    
    Birmingham, AL
    
    
    353,519
    
    
    
    22,600Colonial Pinnacle Craft Farms I
    
    Gulf Shores, AL
    
    
    368,024
    
    
    
    48,100786,543
    
    
    
    79,700For-Sale PropertiesRegatta at James Island
    
    Charleston, SC
    
    
    212
    
    
    
    25,700Southgate on Fairview (7)
    
    Charlotte, NC
    
    
    47
    
    
    
    16,400259
    
    
    
    42,100Total
Completed Developments
    
    
    
    
    
    
    
    $
    246,100
 
 (1)
    
    Square footage includes anchor-owned square footage.(2)
    
    Prior to our acquisition of the remaining 65% interest in this property in May 2007, we
owned a 35% interest in this property through one of our unconsolidated joint ventures.(3)
    
    Amount represents our portion of the acquisition cost, including mortgage debt issued
or assumed.(4)
    
    In 2008, we sold our interests in these properties. See the discussion under Recent
Events below.(5)
    
    Represents 25% of development costs, as we are a 25% equity partner in this
unconsolidated development.(6)
    
    These completed developments are part of the DRA/CLP JV, in which we own 15%.(7)
    
    Total costs are presented net of a $0.8 million impairment charge recorded during 2007. 5




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##### Table of Contents



Acquisitions
  Multifamily Properties
 Colonial Grand at Old Town Scottsdale North
 Colonial Grand at Old Town Scottsdale South
 Fairmont at Fossil Creek
 Auberry at Twin Creeks
 Colonial Grand at Inverness Commons 
 Merritt at Godley Station
 Colonial Village at Cary
 Office
Properties
 Huntsville TIC 
 6




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##### Table of Contents



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




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Development Activity
  Total
    
    
    
    
    
    
    
    
    
    
    CostsUnits/
    
    
    
    
    
    
    Estimated
    
    
    CapitalizedSquare
    
    
    Estimated
    
    
    Total Costs
    
    
    to DateFeet (1)
    
    
    Completion
    
    
    (in thousands)
    
    
    (in thousands)Multifamily Projects:Current:Colonial Grand at Ayrsley
    
    
    368
    
    
    
    2008
    
    
    $
    34,900
    
    
    $
    26,560Colonial Grand at Ashton Oaks
    
    
    362
    
    
    
    2009
    
    
    
    34,300
    
    
    
    5,718Colonial Grand at Huntersville
    
    
    250
    
    
    
    2008
    
    
    
    25,900
    
    
    
    22,088Colonial Grand at Onion Creek (formerly Double
Creek)
    
    
    300
    
    
    
    2008
    
    
    
    31,800
    
    
    
    14,132Colonial Grand at Shelby Farms II
    
    
    154
    
    
    
    2008
    
    
    
    13,100
    
    
    
    12,301Colonial Village at Godley Lake
    
    
    288
    
    
    
    2008
    
    
    
    26,200
    
    
    
    10,235Colonial Village at Matthews Commons
    
    
    216
    
    
    
    2008
    
    
    
    21,100
    
    
    
    2,904Enclave (2)(3)
    
    
    84
    
    
    
    2008
    
    
    
    26,200
    
    
    
    19,456Future:Colonial Grand at Azure
    
    
    188
    
    
    
    2009
    
    
    
    26,400
    
    
    
    6,855Colonial Grand at Cityway (formerly Ridell Ranch)
    
    
    376
    
    
    
    2010
    
    
    
    34,300
    
    
    
    4,490Colonial Grand at Desert Vista
    
    
    380
    
    
    
    2009
    
    
    
    52,000
    
    
    
    15,621Colonial Grand at Hampton Preserve
    
    
    486
    
    
    
    2010
    
    
    
    60,800
    
    
    
    11,660Colonial Grand at Randal Park (4)
    
    
    600
    
    
    
    2009
    
    
    
    76,700
    
    
    
    10,668Colonial Grand at South End
    
    
    344
    
    
    
    2010
    
    
    
    52,100
    
    
    
    10,148Colonial Grand at Sweetwater
    
    
    195
    
    
    
    2009
    
    
    
    24,200
    
    
    
    6,333Colonial Grand at Thunderbird
    
    
    244
    
    
    
    2009
    
    
    
    29,500
    
    
    
    7,666Colonial Grand at Wakefield
    
    
    365
    
    
    
    2009
    
    
    
    36,800
    
    
    
    4,402CommercialCurrent:Office Projects:Colonial Center TownPark 400 (4)
    
    
    176,000
    
    
    
    2008
    
    
    
    30,400
    
    
    
    16,513Metropolitan (4)
    
    
    153,000
    
    
    
    2008
    
    
    
    35,200
    
    
    
    26,800Retail Projects:Colonial Promenade Fultondale (5)
    
    
    100,400
    
    
    
    2008
    
    
    
    7,136
    
    
    
    2,657Colonial Promenade Tannehill
    
    
    474,000
    
    
    
    2008
    
    
    
    50,700
    
    
    
    21,653Metropolitan (4)
    
    
    189,000
    
    
    
    2008
    
    
    
    53,700
    
    
    
    25,900Future:Retail Projects:Colonial Pinnacle Craft Farms II
    
    
    75,000
    
    
    
    2011
    
    
    
    11,100
    
    
    
    1,415Colonial Promenade Huntsville
    
    
    220,000
    
    
    
    2010
    
    
    
    17,600
    
    
    
    8,556For Sale Projects:Lots:Colonial Traditions at Gulf Shores (3)(6)
    
    
    
    
    
    
    2012
    
    
    
    22,800
    
    
    
    21,576Cypress Village (lots) (3)
    
    
    236
    
    
    
    2014
    
    
    
    20,884
    
    
    
    17,986Spanish Oaks (lots)(7)
    
    
    200
    
    
    
    2011
    
    
    
    16,896
    
    
    
    14,044Residential:Grander (3)
    
    
    26
    
    
    
    2010
    
    
    
    11,374
    
    
    
    8,171Cypress Village II (townhomes)(3)
    
    
    96
    
    
    
    2014
    
    
    
    26,600
    
    
    
    21,539Metropolitan (4)
    
    
    101
    
    
    
    2009
    
    
    
    41,200
    
    
    
    12,700Other Projects and Undeveloped LandFor-Sale Land and Predevelopment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    73,587Heathrow Land and Infrastructure
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,101TownPark Land and Infrastructure
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,191Land & Other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    48,784Total Consolidated Construction in Progress
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    531,410Unconsolidated:Regents Park (For-Sale) (3)(8)
    
    
    23
    
    
    
    2009
    
    
    
    18,700
    
    
    
    17,400Colonial Promenade Smyrna (4)(9)
    
    
    441,324
    
    
    
    2008
    
    
    
    17,400
    
    
    
    16,400Colonial Grand at Traditions (4)(10)
    
    
    324
    
    
    
    2008
    
    
    
    15,100
    
    
    
    13,100Colonial Grand at Lake Forest (11)
    
    
    529
    
    
    
    2010
    
    
    
    12,600
    
    
    
    1,200Total Unconsolidated Construction in Progress
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    48,100
 Footnotes on the following page 8




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##### Table of Contents



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




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##### Table of Contents



Colonial Grand at Traditions 
 Future Multifamily Development Activity
 Colonial Grand at Azure 
 Colonial Grand at Cityway (formerly Ridell Ranch) 
 Colonial Grand at Desert Vista (formerly Pecos) 
 Colonial Grand at Hampton Preserve 
 Colonial Grand at Randal Park 
 Colonial Grand at South End 
 Colonial Grand at Sweetwater 
 Colonial Grand at Thunderbird 
 Colonial Grand at Wakefield 
 Colonial Grand at Lake Forest 
 10




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##### Table of Contents



Office Development Activity
 Colonial Center TownPark 400 
 Metropolitan  ,
 Retail Development Activity
 Colonial Promenade Fultondale 
 Colonial Promenade Tannehill 
 Metropolitan  ,
 Colonial Promenade Smyrna 
 Future Retail Development Activity
 Colonial Pinnacle Craft Farms II 
 Colonial Promenade Huntsville 
 Ongoing For-Sale Development Activity
  Colonial Traditions at Gulf Shores 
 11




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##### Table of Contents



Grander
 Cypress Village
 Spanish Oaks
 Metropolitan
 Regents Park
 Dispositions
  Multifamily Dispositions
  Office Dispositions
  Retail Dispositions
  12




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##### Table of Contents



Units/Square
    
    
    
    
    
    
    Gain onProperty
    
    Location
    
    Feet
    
    
    Sales Price (1)
    
    
    Sales of Property(in thousands)
    
    
    (in thousands)MultifamilyBeacon Hill
    
    Charlotte, NC
    
    
    349
    
    
    $
    15,909
    
    
    $
    1,144Clarion Crossing
    
    Raleigh, NC
    
    
    260
    
    
    
    15,909
    
    
    
    1,144Colonial Grand at Enclave
    
    Atlanta, GA
    
    
    200
    
    
    
    16,863
    
    
    
    1,212Colonial Village at Regency Place
    
    Raleigh, NC
    
    
    180
    
    
    
    10,339
    
    
    
    743Colonial Village at Timothy Woods
    
    Athens, GA
    
    
    204
    
    
    
    13,250
    
    
    
    953Colonial Village at Poplar Place
    
    Atlanta, GA
    
    
    324
    
    
    
    19,573
    
    
    
    1,404Colonial Village at Spring Lake
    
    Atlanta, GA
    
    
    188
    
    
    
    11,543
    
    
    
    830103,386
    
    
    
    7,430
    (2)Cape Landing
    
    Myrtle Beach, SC
    
    
    288
    
    
    
    19,513
    
    
    
    3,221Colonial Grand at Bayshore
    
    Sarasota, FL
    
    
    376
    
    
    
    15,000
    
    
    
    9,216
    (3)Colonial Grand at Natchez Trace
    
    Ridgeland, MS
    
    
    328
    
    
    
    25,200
    
    
    
    10,876Colonial Grand at Promenade
    
    Montgomery, AL
    
    
    384
    
    
    
    38,000
    
    
    
    15,493Colonial Grand at The Reservoir
    
    Ridgeland, MS
    
    
    170
    
    
    
    17,000
    
    
    
    5,496Colonial Village at Hendersonville
    
    Nashville, TN
    
    
    364
    
    
    
    6,750
    
    
    
    2,309
    (3)Mayflower Seaside
    
    Virginia Beach, VA
    
    
    265
    
    
    
    33,000
    
    
    
    6,820OfficeDRA/CLP JV
    
    Multiple Cities
    
    
    6,931,000
    
    
    
    1,131,200
    
    
    
    
    (4)Huntsville TIC
    
    Huntsville, AL
    
    
    1,701,995
    
    
    
    33,000
    
    
    
    
    (5)Las Olas Centre
    
    Fort Lauderdale, FL
    
    
    469,200
    
    
    
    34,635
    
    
    
    6,627
    (6)St. Petersburg Center
    
    Tampa, FL
    
    
    675,000
    
    
    
    13,999
    
    
    
    
    (6)Retail(7)Britt David Shopping Center
    
    Columbus, GA
    
    
    102,564
    
    
    
    6,276
    
    
    
    Colonial Mall Decatur
    
    Huntsville, AL
    
    
    576,098
    
    
    
    23,050
    
    
    
    Colonial Mall Lakeshore
    
    Gainesville, GA
    
    
    518,290
    
    
    
    33,165
    
    
    
    Colonial Mall Staunton
    
    Staunton, VA
    
    
    423,967
    
    
    
    21,795
    
    
    
    Colonial Mayberry Mall
    
    Mount Airy, NC
    
    
    206,940
    
    
    
    4,562
    
    
    
    Colonial Promenade Montgomery
    
    Montgomery, AL
    
    
    209,114
    
    
    
    14,509
    
    
    
    Colonial Promenade Montgomery North
    
    Montgomery, AL
    
    
    209,912
    
    
    
    7,497
    
    
    
    Colonial Shoppes Bellwood
    
    Montgomery, AL
    
    
    88,482
    
    
    
    3,451
    
    
    
    Colonial Shoppes McGehee Place
    
    Montgomery, AL
    
    
    98,255
    
    
    
    4,340
    
    
    
    Colonial Shoppes Quaker Village
    
    Greensboro, NC
    
    
    102,223
    
    
    
    8,615
    
    
    
    Olde Town Shopping Center
    
    Montgomery, AL
    
    
    38,660
    
    
    
    1,766
    
    
    
    129,026
    
    
    
    
    (8)OZRE JV
    
    Multiple Cities
    
    
    2,591,000
    
    
    
    360,000
    
    
    
    
    (4)Rivermont Shopping Center
    
    Chattanooga, TN
    
    
    73,481
    
    
    
    4,200
    
    
    
    1,620Colonial Shoppes Yadkinville
    
    Yadkinville, NC
    
    
    90,917
    
    
    
    8,303
    
    
    
    3,302Colonial Shoppes Wekiva
    
    Orlando, FL
    
    
    208,568
    
    
    
    27,200
    
    
    
    11,768Colonial Shoppes Bear Lake
    
    Orlando, FL
    
    
    131,655
    
    
    
    20,600
    
    
    
    11,099Village on the Parkway
    
    Dallas, TX
    
    
    381,166
    
    
    
    74,400
    
    
    
    15,458
    (9)Colonial Pinnacle Craft Farms I
    
    Gulf Shores, AL
    
    
    270,600
    
    
    
    45,730
    
    
    
    4,363
    (10)Alabaster II/Tutwiler II
    
    Birmingham, AL
    
    
    418,500
    
    
    
    48,500
    
    
    
    15,003
    (11)Total
    
    
    
    
    
    
    
    $
    2,188,642
    
    
    $
    130,101
 Footnotes on the following page
 13




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##### Table of Contents



(1)
    
    Sales Price represents the sales price of the property, when sold outright, or the
property/portfolio value for those properties that are sold into joint ventures.(2)
    
    These properties were sold as a single transaction during January 2007.(3)
    
    Sales Price and Gain on Sale of Property represents our 25% interest in these two
properties.(4)
    
    In connection with the joint venture transactions, 85% of the joint venture
membership units were distributed to the Trust and all of our limited partners on a
pro-rata basis. We recorded this distribution at book value.(5)
    
    The DRA/CLP JV sold nine office assets located in Huntsville, Alabama. We acquired a
40% interest (of which 30% is owned by CPSI, our taxable REIT subsidiary) in three
separate TIC investments of the same nine properties.(6)
    
    Sales Price and Gain on Sale of Property represents our 15% interest in these two
properties.(7)
    
    Retail square footage includes total square footage of asset including anchor-owned
square footage.(8)
    
    These properties were sold as a single transaction during July 2007. We did not
recognize a gain on this transaction.(9)
    
    Sales Price and Gain on Sale of Property represents our 90% interest in this
property.(10)
    
    We retained a 15% interest in this property. The sales price represents 100% of the
propertys value (not just our pro rata share of the sales price with respect to such
property).(11)
    
    We retained a 5% interest in these properties. The sales price represents 100% of
the portfolios value (not just our pro rata share of the sales price with respect to such
properties).  For-Sale Projects
  Year EndedDecember 31,(amounts
in thousands)
    
    2007Condominium conversion revenues
    
    $
    51,073Condominium conversion costs
    
    
    (40,972
    )Gains on condominium conversion sales, before
minority interest and income taxes
    
    
    10,101For-sale residential revenues
    
    
    26,153For-sale residential costs
    
    
    (23,016
    )Gains on for-sale residential sales, before
minority interest and income taxes
    
    
    3,137Minority interest
    
    
    250Provision for income taxes
    
    
    (2,630
    )Gains on condominium conversion and for-sale residential sales, net of
minority interest and income taxes
    
    $
    10,858Impairment, net of tax
    
    $
    (26,800
    )
  14




---



##### Table of Contents



Recent Events
 Property Acquisitions
  Property Dispositions
     Financing Activities
  15




---



##### Table of Contents



Distribution
  Business Strategy
   
    
    realizing growth in income from our existing portfolio of properties;
    
    developing multifamily properties to grow our core portfolio and improve the age and
quality of our multifamily apartment communities in growth markets located in the Sunbelt
region of the United States, where we have first-hand knowledge of growth patterns and
local economic conditions;
    
    developing office, mixed use and open air shopping center properties in growth markets
located in the Sunbelt region of the United States, creating value through the sale of a
majority interest to a joint venture partner or the outright sale of such properties;
    
    recycling capital by selectively disposing of assets that are approaching or have
reached their maximum investment potential and reinvesting the proceeds into opportunities
with more perceived growth potential;
    
    managing our own properties as well as commercial assets through joint venture
arrangements, which enables us to better control our operating expenses and establish and
maintain long-term relationships with our office and retail tenants;
    
    selectively acquiring additional multifamily apartment communities in growth markets
located in the Sunbelt region of the United States;
    
    completing our existing condominium conversion and for-sale residential projects;
    
    maintaining our third-party property management business, which increases cash flow
through management fee income stream and establishes additional relationships with
investors and tenants; and
    
    employing a comprehensive capital maintenance program to maintain properties in
first-class condition.
 Financing Strategy
  
    
    maintaining conservative debt service and fixed charge coverage ratios in order to
retain our investment grade status;
    
    extending and sequencing the maturity dates of our debt;
    
    borrowing primarily at fixed rates; and
    
    generally pursuing long-term debt financings and refinancings on an unsecured basis.
   16




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##### Table of Contents



Property Management
  Operational Structure
  Multifamily Portfolio
 For-Sale Residential
 Office Portfolio
 Retail Portfolio
 Competition
 Competition for acquisitions could reduce the number of acquisition opportunities available to us
and result in increased prices for properties, which could adversely affect our return on
properties we purchase
 17




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##### Table of Contents



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
 Insurance
 Uninsured or underinsured losses could
adversely affect our financial condition.
 Employees
  Tax Status
   18




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##### Table of Contents



Available Information
 www.colonialprop.com.
 19




---



##### Table of Contents



Executive Officers of the Trust
  C. Reynolds
Thompson, III
 Weston M. Andress
 Paul F. Earle
 Robert A. Bo Jackson
 20




---



##### Table of Contents



Ray Hutchinson
 John P. Rigrish
 John E. Tomlinson
 21




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##### Table of Contents



Item 1A. Risk Factors
  Risks Associated with Real Estate
 We face numerous risks associated with the real estate industry that could adversely affect
our results of operations through decreased revenues or increased costs.
  
    
    worsening of national and regional economic conditions, as well as the local economic
conditions in our principal market areas;
    
    the existence and quality of the competition, such as the attractiveness of our property
as compared to our competitors properties based on considerations such as convenience of
location, rental rates, amenities and safety record;
    
    increased operating costs, including increased real property taxes, maintenance,
insurance and utilities costs;
    
    weather conditions that may increase or decrease energy costs and other weather-related
expenses;
    
    oversupply of multifamily, office, retail space, or single-family housing or a reduction
in demand for real estate in the markets in which our properties are located;
    
    a favorable interest rate environment that may result in a significant number of
potential tenants of our multifamily properties deciding to purchase homes instead of
renting;
    
    rent control or stabilization laws, or other laws regulating rental housing, which could
prevent us from raising rents to offset increases in operating costs; and
    
    changing trends in the demand by consumers for merchandise offered by retailers
conducting business at our retail properties.
  Real estate investments are illiquid, and therefore we may not be able to sell our properties
in response to economic changes which could adversely affect our results of operations or financial
condition.
  We are subject to significant regulation, which could adversely affect our results of
operations through increased costs and/or an inability to pursue business opportunities.
  22




---



##### Table of Contents



Compliance or failure to comply with the Americans with Disabilities Act and Fair Housing Act
could result in substantial costs.
  Increased competition and increased affordability of residential homes could limit the
Companys ability to retain its residents, lease apartment homes or increase or maintain rents.
  Risks Associated with Our Operations
 Our revenues are significantly influenced by demand for multifamily properties generally, and
a decrease in such demand will likely have a greater adverse effect on our revenues than if we
owned a more diversified real estate portfolio.
  The development or conversion of for-sale projects could adversely affect our results of
operations.
  
    
    we may be unable to obtain, or face delays in obtaining, necessary zoning, land-use,
building, occupancy, and other required governmental permits and authorizations, which
could result in increased development costs and/or lower than expected sales;
    
    local real estate market conditions, such as oversupply or reduction in demand, may
result in reduced or fluctuating sales;
    
    we may incur development or conversion costs for a property that exceed original
estimates due to increased materials, labor or other costs or unforeseen environmental
conditions, which could make completion of the property uneconomical;
    
    land, insurance and construction costs continue to increase in our markets and may
continue to increase in the future, and we may be unable to attract rents, or sales prices
with respect to for-sale product, that compensate for these increases in costs;
    
    for-sale properties under development or acquired for development usually generate
little or no cash flow until completion of development and sale of a significant number of
homes or condominium units and may experience operating deficits after the date of
completion and until such homes or condominium units are sold;
    
    we may abandon development or conversion opportunities that we have already begun to
explore, and we may fail to recover expenses already incurred in connection with exploring
any such opportunities;
    
    buyers may be unable to qualify for financing;
 23




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##### Table of Contents




    
    sale prices may be lower than anticipated;
    
    competition from other condominiums and other types of residential housing;
    
    changes in applicable zoning and land use laws may require us to abandon projects prior
to their completion, resulting in the loss of development costs incurred up to the time of
abandonment;
    
    we may be unable to close on sales of individual units under contract; and
    
    we could be subject to liability claims from condominium associations or others
asserting that construction performed was defective, resulting in litigation and/or
settlement discussions.
  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 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
 24




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##### Table of Contents




    
    the availability of financing.
   We are subject to increased exposure to economic and other factors due to the concentration of
our properties in the Sunbelt region, and an economic downturn, a natural disaster or an act of
terrorism in the Sunbelt region could adversely affect our results of operations or financial
condition.
  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.
  25




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##### Table of Contents



Costs associated with addressing indoor air quality issues, moisture infiltration and
resulting mold remediation may be costly.
  As the owner or operator of real property, we could become subject to liability for
asbestos-containing building materials in the buildings on our properties.
  Uninsured or underinsured losses could adversely affect our financial condition.
   26




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##### 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.
  We may be unable to successfully integrate and effectively manage the properties we acquire,
which could adversely affect our results of operations.
  We may not be able to achieve the anticipated financial and operating results from our
acquisitions, which would adversely affect our operating results.
  We may be unable to develop new properties or redevelop existing properties successfully,
which could adversely affect our results of operations due to unexpected costs, delays and other
contingencies.
  
    
    we may be unable to obtain, or face delays in obtaining, necessary zoning, land-use,
building, occupancy, and other required governmental permits and authorizations, which
could result in increased development costs and/or lower than expected leases;
    
    local real estate market conditions, such as oversupply or reduction in demand, may
result in reduced or fluctuating rental rates;
    
    we may incur development costs for a property that exceed original estimates due to
increased materials, labor or other costs or unforeseen environmental conditions, which
could make completion of the property uneconomical;
    
    land, insurance and construction costs continue to increase in our markets and may
continue to increase in the future and we may be unable to attract rents that
compensate for these increases in costs;
    
    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
 27




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##### Table of Contents




    
    we may experience late completion because of construction delays, delays in the
receipt of zoning, occupancy and other approvals or other factors outside of our
control.
  Our joint venture investments could be adversely affected by our lack of sole decision-making
authority, our reliance on our joint venture partners financial condition, any disputes that may
arise between us and our joint venture partners and our exposure to potential losses from the
actions of our joint venture partners.
  
    
    we share decision-making authority with some of our joint venture partners regarding
major decisions affecting the ownership or operation of the joint venture and the joint
venture properties, such as the acquisition of properties, the sale of the properties or
the making of additional capital contributions for the benefit of the properties, which may
prevent us from taking actions that are opposed by those joint venture partners;
    
    prior consent of our joint venture partners is required for a sale or transfer to a
third party of our interests in the joint venture, which restricts our ability to dispose
of our interest in the joint venture;
    
    our joint venture partners might become bankrupt or fail to fund their share of required
capital contributions, which may delay construction or development of a joint venture
property or increase our financial commitment to the joint venture;
    
    our joint venture partners may have business interests or goals with respect to the
joint venture properties that conflict with our business interests and goals, which could
increase the likelihood of disputes regarding the ownership, management or disposition of
such properties;
    
    disputes may develop with our joint venture partners over decisions affecting the joint
venture properties or the joint venture, which may result in litigation or arbitration that
would increase our expenses and distract our officers and/or trustees from focusing their
time and effort on our business, and possibly disrupt the day-to-day operations of the
property such as by delaying the implementation of important decisions until the conflict
or dispute is resolved (see, for example, the discussion under Note 19 to our Notes to
Consolidated Financial Statements included in Item 8 of this Form 10-K);
    
    we may suffer losses as a result of the actions of our joint venture partners with
respect to our joint venture investments; and
    
    our joint venture partner may elect to sell or transfer its interests in the joint
venture to a third party, which may result in our loss of management and leasing
responsibilities and fees that we currently receive from the joint venture properties.
 Failure to succeed in new markets may limit our growth.
  
    
    an inability to evaluate accurately local apartment or for-sale residential housing
market conditions and local economies;
    
    an inability to obtain land for development or to identify appropriate acquisition
opportunities;
    
    an inability to hire and retain key personnel; and
    
    lack of familiarity with local governmental and permitting procedures.
 Risks Associated with Our Indebtedness and Financing
 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.
 ,
 28




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##### Table of Contents



Our degree of leverage could limit our ability to obtain additional financing which would
negatively impact our results of operation and financial condition.
  Due to the amount of our variable rate debt, rising interest rates would adversely affect our
results of operation.
  We have entered into debt agreements with covenants that restrict our operating activities,
which could adversely affect our results of operations, and violation of these restrictive
covenants could adversely affect our financial condition through debt defaults or acceleration.
  
    
    collateralized debt to total asset value ratio;
    
    fixed charge coverage ratio;
    
    total liabilities to total asset value ratio;
    
    total permitted investments to total asset value ratio; and
    
    unencumbered leverage ratio.
  
    
    incur collateralized and unsecured indebtedness;
    
    sell all or substantially all or our assets; and
    
    engage in mergers, consolidations and acquisitions.
  29




---



##### Table of Contents



Our inability to obtain sufficient third party financing could adversely affect our results of
operations and financial condition because we depend on third party financing for our development,
expansion and acquisition activities.
  Our senior notes do not have an established trading market; therefore, holders of our notes
may not be able to sell their notes.
  Risks Associated with Our Organization
 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 outstanding shares of the Trust;
    
    5% in number or value (whichever is more restrictive), of the 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 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 Trusts shares then outstanding.
 The Board of Trustees of the Trust has adopted a shareholder rights plan that could discourage
a third party from making a proposal to acquire the Trust.
  We may change our business policies in the future, which could adversely affect our financial
condition or results of operations.
  Risks Associated with Income Tax Laws
 The Trusts failure to qualify as a REIT could have adverse tax consequences.
  31




---



##### Table of Contents



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.
  
 Item 1B. Unresolved Staff Comments.
  32




---



##### Table of Contents



Item 2. Operating Properties.
 General
    Summary of Consolidated Operating Properties
 Number ofOperating
    
    
    Units/ NRA/
    
    
    
    
    
    
    
    
    
    
    Total Operating
    
    
    
    
    
    
    PercentageType of
    
    Properties at
    
    
    GRA at
    
    
    Total 2007 Operating
    
    
    Revenues from
    
    
    Property Revenue
    
    
    Percent of Total
    
    
    Occupancy atOperating
    
    December 31,
    
    
    December 31,
    
    
    Property Revenue
    
    
    Discontinued
    
    
    from Continuing
    
    
    2007 Operating
    
    
    Dec. 31, 2007Property
    
    2007
    
    
    2007 (1)
    
    
    (2)(3)
    
    
    Operations in 2007
    
    
    Operations (4)
    
    
    Property Revenue
    
    
    (5)Multifamily
    
    
    102
    
    
    
    30,371
    
    
    $
    297,655,822
    
    
    $
    45,395,755
    
    
    $
    252,260,067
    
    
    
    73.2
    %
    
    
    96.0%Office
    
    
    2
    
    
    
    206,703
    
    
    
    57,348,924
    
    
    
    521,513
    
    
    
    56,827,411
    
    
    
    14.1
    %
    
    
    97.1%Retail
    
    
    4
    
    
    
    1,042,306
    
    
    
    51,630,567
    
    
    
    17,000,584
    
    
    
    34,629,983
    
    
    
    12.7
    %
    
    
    90.4%Total
    
    
    108
    
    
    
    
    
    
    $
    406,635,313
    
    
    $
    62,917,852
    
    
    $
    343,717,461
    
    
    
    100.0
    %
 
 (1)
    
    For purposes of this table, units refer to multifamily units, NRA refers to net rentable area
of office space and GRA refers to gross retail area, which includes gross leasable area and
space owned by anchor tenants.(2)
    
    Total 2007 Operating Property Revenue is calculated for the year ended December 31, 2007,
and, as a result, includes revenue attributable to consolidated properties acquired or
disposed of during 2007 that are not reflected in the Number of Operating Properties column.(3)
    
    Amount includes $62,917,852 of revenue from properties classified as discontinued operations
during 2007. In order to arrive at consolidated property revenues of $343,717,461, in
accordance with accounting principles generally accepted in the United States (GAAP), this
amount must be removed from the total property revenue.(4)
    
    Total Operating Property Revenue from Continuing Operations can be calculated by adding
Minimum rent, Minimum rent from affiliates, Percentage rent, Tenant recoveries and Other
property related revenue on our Consolidated Statements of Income and Comprehensive Income.(5)
    
    Excludes the units/square feet of developments of one multifamily apartment community (336
units), one office property (169,256 square feet) and one retail property (260,649 square
feet) that had not achieved stabilized occupancy as of December 31, 2007. Multifamily Properties
  33




---



##### Table of Contents



Consolidated Multifamily Properties
 Average
    
    
    Total Multifamily
    
    
    Percent of TotalYear
    
    Number
    
    
    Approximate
    
    
    
    
    
    
    Rental
    
    
    Operating Property
    
    
    Multifamily PropertyConsolidated Multifamily
    
    
    
    Completed
    
    of
    
    
    Rentable Area
    
    
    Percent
    
    
    Rate
    
    
    Revenue for
    
    
    Operating RevenueProperty (1)
    
    Location
    
    (2)
    
    Units (3)
    
    
    (Square Feet)
    
    
    Occupied
    
    
    Per Unit (4)
    
    
    2007 (5)
    
    
    for 2007 (6)Alabama:CG at Edgewater I
    
    Huntsville
    
    1990
    
    
    500
    
    
    
    541,368
    
    
    
    95.2
    %
    
    $
    762
    
    
    $
    4,636,830
    
    
    
    1.5
    %CG at Liberty Park
    
    Birmingham
    
    2000
    
    
    300
    
    
    
    338,684
    
    
    
    97.3
    %
    
    
    1,057
    
    
    
    3,492,151
    
    
    
    1.2
    %CG at Madison
    
    Huntsville
    
    2000
    
    
    336
    
    
    
    354,592
    
    
    
    94.9
    %
    
    
    853
    
    
    
    3,495,156
    
    
    
    1.2
    %CG at Promenade
    
    Montgomery
    
    2000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    460,942
    (7)
    
    
    0.2
    %CV at Ashford Place
    
    Mobile
    
    1983
    
    
    168
    
    
    
    145,600
    
    
    
    99.4
    %
    
    
    632
    
    
    
    1,269,292
    
    
    
    0.4
    %CV at Huntleigh Woods
    
    Mobile
    
    1978
    
    
    233
    
    
    
    198,861
    
    
    
    96.6
    %
    
    
    596
    
    
    
    1,667,654
    
    
    
    0.6
    %CV at Inverness II & III
    
    Birmingham
    
    1986/87/90
    
    
    586
    
    
    
    508,597
    
    
    
    95.9
    %
    
    
    697
    
    
    
    4,188,995
    
    
    
    1.4
    %CV at Trussville
    
    Birmingham
    
    1996/1997
    
    
    376
    
    
    
    410,340
    
    
    
    94.7
    %
    
    
    819
    
    
    
    3,393,784
    
    
    
    1.1
    %Subtotal  Alabama
    
    
    
    
    
    
    2,499
    
    
    
    2,498,042
    
    
    
    95.9
    %
    
    
    779
    
    
    
    22,604,804
    
    
    
    7.6
    %ArizonaCG at Inverness Commons
    
    Scottsdale
    
    2002
    
    
    300
    
    
    
    267,900
    
    
    
    95.3
    %
    
    
    905
    
    
    
    2,218,762
    (8)
    
    
    0.7
    %CG at OldTown Scottsdale North
    
    Scottsdale
    
    1995
    
    
    208
    
    
    
    181,904
    
    
    
    95.2
    %
    
    
    1,143
    
    
    
    1,895,122
    (8)
    
    
    0.7
    %CG at OldTown Scottsdale South
    
    Scottsdale
    
    1994
    
    
    264
    
    
    
    234,112
    
    
    
    96.6
    %
    
    
    1,135
    
    
    
    2,548,423
    (8)
    
    
    0.9
    %CG at Scottsdale
    
    Scottsdale
    
    1999
    
    
    180
    
    
    
    182,857
    
    
    
    98.9
    %
    
    
    1,285
    
    
    
    2,442,622
    
    
    
    0.8
    %Subtotal  Arizona
    
    
    
    
    
    
    952
    
    
    
    866,773
    
    
    
    96.3
    %
    
    
    1,093
    
    
    
    9,104,929
    
    
    
    3.1
    %Florida:Azur at Metrowest
    
    Orlando
    
    1997
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    132,767
    (9)
    
    
    0.0
    %Capri at Hunters Creek
    
    Orlando
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    179,365
    (9)
    
    
    0.1
    %CG at Heather Glen
    
    Orlando
    
    2000
    
    
    448
    
    
    
    523,228
    
    
    
    98.0
    %
    
    
    990
    
    
    
    5,672,430
    
    
    
    1.9
    %CG at Heathrow
    
    Orlando
    
    1997
    
    
    312
    
    
    
    353,040
    
    
    
    97.8
    %
    
    
    1,046
    
    
    
    3,814,919
    
    
    
    1.3
    %CG at Hunters Creek
    
    Orlando
    
    1997
    
    
    496
    
    
    
    624,464
    
    
    
    96.6
    %
    
    
    1,045
    
    
    
    6,466,587
    (10)
    
    
    2.1
    %CG at Lakewood Ranch
    
    Sarasota
    
    1999
    
    
    288
    
    
    
    301,656
    
    
    
    99.7
    %
    
    
    1,079
    
    
    
    3,726,552
    
    
    
    1.3
    %CG at Seven Oaks
    
    Tampa
    
    2004
    
    
    318
    
    
    
    301,521
    
    
    
    96.5
    %
    
    
    990
    
    
    
    3,693,168
    
    
    
    1.2
    %CG at Town Park Reserve
    
    Orlando
    
    2004
    
    
    80
    
    
    
    77,416
    
    
    
    95.0
    %
    
    
    1,218
    
    
    
    1,161,497
    
    
    
    0.4
    %CG at Town Park(Lake Mary)
    
    Orlando
    
    2002
    
    
    456
    
    
    
    564,056
    
    
    
    94.7
    %
    
    
    1,094
    
    
    
    5,744,596
    
    
    
    1.9
    %CV at Twin Lakes
    
    Orlando
    
    2004
    
    
    460
    
    
    
    417,808
    
    
    
    95.2
    %
    
    
    959
    
    
    
    5,103,185
    
    
    
    1.7
    %Murano at Delray Beach
    
    West Palm Beach
    
    2002
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    181,038
    
    
    
    0.1
    %Portofino at Jensen Beach
    
    Port St. Lucie
    
    2002
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    130,596
    
    
    
    0.0
    %Murano at Delray Beach
    
    West Palm Beach
    
    2002
    
    
    93
    
    
    
    112,273
    
    
    
    95.7
    %
    
    
    1,196
    
    
    
    482,838
    (11)
    
    
    0.2
    %Portofino at Jensen Beach
    
    Port St. Lucie
    
    2002
    
    
    118
    
    
    
    136,670
    
    
    
    98.3
    %
    
    
    876
    
    
    
    504,479
    (11)
    
    
    0.2
    %Subtotal  Florida
    
    
    
    
    
    
    3,069
    
    
    
    3,412,132
    
    
    
    96.7
    %
    
    
    1,032
    
    
    
    36,994,017
    
    
    
    12.4
    %Georgia:CG at Barrett Creek
    
    Atlanta
    
    1999
    
    
    332
    
    
    
    309,962
    
    
    
    97.9
    %
    
    
    798
    
    
    
    3,522,204
    
    
    
    1.2
    %CG at Berkeley Lake
    
    Atlanta
    
    1998
    
    
    180
    
    
    
    244,217
    
    
    
    97.2
    %
    
    
    1,110
    
    
    
    2,094,610
    
    
    
    0.7
    %CG at Enclave
    
    Atlanta
    
    1995
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    128,292
    (7)
    
    
    0.0
    %CG at Godley Station I
    
    Savannah
    
    2005
    
    
    312
    
    
    
    337,344
    
    
    
    94.9
    %
    
    
    943
    
    
    
    1,987,995
    (8)
    
    
    0.7
    %CG at Hammocks
    
    Savannah
    
    1997
    
    
    308
    
    
    
    323,844
    
    
    
    97.1
    %
    
    
    950
    
    
    
    3,673,995
    
    
    
    1.2
    %CG at McDaniel Farm
    
    Atlanta
    
    1997
    
    
    425
    
    
    
    456,834
    
    
    
    94.6
    %
    
    
    941
    
    
    
    4,436,767
    
    
    
    1.5
    %CG at McGinnis Ferry
    
    Atlanta
    
    1997
    
    
    434
    
    
    
    509,455
    
    
    
    97.7
    %
    
    
    970
    
    
    
    4,622,351
    
    
    
    1.6
    %CG at Mount Vernon
    
    Atlanta
    
    1997
    
    
    213
    
    
    
    257,180
    
    
    
    97.7
    %
    
    
    1,151
    
    
    
    2,869,766
    
    
    
    1.0
    %CG at Pleasant Hill
    
    Atlanta
    
    1996
    
    
    502
    
    
    
    501,816
    
    
    
    95.4
    %
    
    
    1,014
    
    
    
    4,803,488
    
    
    
    1.7
    %CG at River Oaks
    
    Atlanta
    
    1992
    
    
    216
    
    
    
    276,208
    
    
    
    96.8
    %
    
    
    1,101
    
    
    
    2,332,002
    
    
    
    0.8
    %CG at River Plantation
    
    Atlanta
    
    1994
    
    
    232
    
    
    
    310,364
    
    
    
    91.8
    %
    
    
    1,076
    
    
    
    2,505,635
    
    
    
    0.8
    %CG at Shiloh
    
    Atlanta
    
    2002
    
    
    498
    
    
    
    533,412
    
    
    
    94.0
    %
    
    
    983
    
    
    
    5,369,947
    
    
    
    1.8
    %CG at Sugarloaf
    
    Atlanta
    
    2002
    
    
    250
    
    
    
    328,558
    
    
    
    95.6
    %
    
    
    1,034
    
    
    
    2,800,994
    
    
    
    0.9
    %CV at Greentree
    
    Savannah
    
    1984
    
    
    194
    
    
    
    165,216
    
    
    
    96.9
    %
    
    
    765
    
    
    
    1,796,631
    
    
    
    0.6
    %CV at Huntington
    
    Savannah
    
    1986
    
    
    147
    
    
    
    121,112
    
    
    
    97.3
    %
    
    
    806
    
    
    
    1,326,090
    
    
    
    0.4
    %CV at Marsh Cove
    
    Savannah
    
    1983
    
    
    188
    
    
    
    197,200
    
    
    
    98.9
    %
    
    
    847
    
    
    
    1,799,914
    
    
    
    0.6
    %CV at Poplar Place
    
    Atlanta
    
    1989/1995
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    152,479
    (7)
    
    
    0.1
    %CV at Spring Lake
    
    Atlanta
    
    1986
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    83,275
    (7)
    
    
    0.0
    %CV at Timothy Woods
    
    Athens
    
    1996
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    91,988
    (7)
    
    
    0.0
    %Subtotal  Georgia
    
    
    
    
    
    
    4,431
    
    
    
    4,872,722
    
    
    
    96.0
    %
    
    
    1,041
    
    
    
    46,398,424
    
    
    
    15.6
    %Mississippi:CG at Natchez Trace
    
    Jackson
    
    1995/1997
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,418,763
    (7)
    
    
    0.5
    %CG at The Reservoir
    
    Jackson
    
    2000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    937,312
    (7)
    
    
    0.3
    %Subtotal  Mississippi
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,356,075
    
    
    
    0.8
    %
 34




---



##### Table of Contents



Average
    
    
    Total Multifamily
    
    
    Percent of TotalYear
    
    Number
    
    
    Approximate
    
    
    
    
    
    
    Rental
    
    
    Operating Property
    
    
    Multifamily PropertyConsolidated Multifamily
    
    
    
    Completed
    
    of
    
    
    Rentable Area
    
    
    Percent
    
    
    Rate
    
    
    Revenue for
    
    
    Operating RevenueProperty (1)
    
    Location
    
    (2)
    
    Units (3)
    
    
    (Square Feet)
    
    
    Occupied
    
    

Per Unit(4)
    
    


    2007(5)
    
    
    for 2007 (6)North Carolina:Autumn Park I & II
    
    Greensboro
    
    2001/2004
    
    
    402
    
    
    
    403,776
    
    
    
    95.0
    %
    
    
    874
    
    
    
    3,669,313
    
    
    
    1.1
    %Beacon Hill
    
    Charlotte
    
    1985
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    127,317
    (7)
    
    
    0.0
    %CG at Arringdon
    
    Raleigh
    
    2003
    
    
    320
    
    
    
    311,200
    
    
    
    94.1
    %
    
    
    927
    
    
    
    3,155,029
    
    
    
    1.1
    %CG at Ayrsley
    
    Charlotte
    
    Dev
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    71,018
    
    
    
    0.0
    %CG at Beverly Crest
    
    Charlotte
    
    1996
    
    
    300
    
    
    
    278,685
    
    
    
    93.7
    %
    
    
    869
    
    
    
    2,852,945
    
    
    
    1.0
    %CG at Crabtree Valley
    
    Raleigh
    
    1997
    
    
    210
    
    
    
    209,670
    
    
    
    98.1
    %
    
    
    923
    
    
    
    1,957,595
    
    
    
    0.7
    %CG at Huntersville
    
    Charlotte
    
    Dev
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    180,095
    
    
    
    0.1
    %CG at Legacy Park
    
    Charlotte
    
    2001
    
    
    288
    
    
    
    300,768
    
    
    
    95.5
    %
    
    
    882
    
    
    
    2,719,014
    
    
    
    0.9
    %CG at Mallard Creek
    
    Charlotte
    
    2004
    
    
    252
    
    
    
    232,646
    
    
    
    100.0
    %
    
    
    927
    
    
    
    2,584,436
    
    
    
    0.9
    %CG at Mallard Lake
    
    Charlotte
    
    1998
    
    
    302
    
    
    
    300,806
    
    
    
    97.4
    %
    
    
    893
    
    
    
    2,934,055
    
    
    
    1.0
    %CG at Patterson Place
    
    Raleigh
    
    1997
    
    
    252
    
    
    
    236,756
    
    
    
    98.8
    %
    
    
    938
    
    
    
    2,487,592
    
    
    
    0.8
    %CG at Trinity Commons
    
    Raleigh
    
    2000/2002
    
    
    462
    
    
    
    484,404
    
    
    
    98.1
    %
    
    
    876
    
    
    
    4,356,722
    
    
    
    1.5
    %CG at University Center
    
    Charlotte
    
    2006
    
    
    156
    
    
    
    167,028
    
    
    
    95.5
    %
    
    
    852
    
    
    
    1,485,943
    
    
    
    0.5
    %CG at Wilmington
    
    Wilmington
    
    1998/2002
    
    
    390
    
    
    
    355,896
    
    
    
    93.6
    %
    
    
    773
    
    
    
    3,481,297
    (10)
    
    
    1.2
    %Clarion Crossing
    
    Raleigh
    
    1985
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    112,808
    (7)
    
    
    0.0
    %CV at Chancellor Park
    
    Charlotte
    
    1996
    
    
    340
    
    
    
    326,410
    
    
    
    97.1
    %
    
    
    858
    
    
    
    3,020,774
    
    
    
    1.0
    %CV at Charleston Place
    
    Charlotte
    
    1986
    
    
    214
    
    
    
    172,405
    
    
    
    96.7
    %
    
    
    698
    
    
    
    1,560,953
    (10)
    
    
    0.5
    %CV at Deerfield
    
    Raleigh
    
    1985
    
    
    204
    
    
    
    198,180
    
    
    
    97.5
    %
    
    
    854
    
    
    
    1,771,686
    
    
    
    0.6
    %CV at Greystone
    
    Charlotte
    
    1998/2000
    
    
    408
    
    
    
    386,988
    
    
    
    92.9
    %
    
    
    768
    
    
    
    3,270,505
    (10)
    
    
    1.1
    %CV at Highland Hills
    
    Raleigh
    
    1987
    
    
    250
    
    
    
    262,639
    
    
    
    93.6
    %
    
    
    994
    
    
    
    2,027,655
    
    
    
    0.7
    %CV at Meadow Creek
    
    Charlotte
    
    1984
    
    
    250
    
    
    
    230,430
    
    
    
    93.6
    %
    
    
    721
    
    
    
    1,963,890
    
    
    
    0.7
    %CV at Mill Creek
    
    Winston-Salem
    
    1984
    
    
    220
    
    
    
    209,680
    
    
    
    94.1
    %
    
    
    664
    
    
    
    1,532,168
    (10)
    
    
    0.5
    %CV at Pinnacle Ridge
    
    Asheville
    
    1948/1985
    
    
    166
    
    
    
    146,856
    
    
    
    99.4
    %
    
    
    744
    
    
    
    1,335,406
    
    
    
    0.4
    %CV at Regency Place
    
    Raleigh
    
    1986
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    65,305
    (7)
    
    
    0.0
    %CV at South Tryon
    
    Charlotte
    
    2002
    
    
    216
    
    
    
    236,088
    
    
    
    94.9
    %
    
    
    846
    
    
    
    1,993,520
    
    
    
    0.7
    %CV at Stone Point
    
    Charlotte
    
    1986
    
    
    192
    
    
    
    172,928
    
    
    
    96.4
    %
    
    
    754
    
    
    
    1,724,950
    (10)
    
    
    0.6
    %CV at Timber Crest
    
    Charlotte
    
    2000
    
    
    282
    
    
    
    273,408
    
    
    
    94.7
    %
    
    
    836
    
    
    
    2,270,439
    (10)
    
    
    0.8
    %Glen Eagles I & II
    
    Winston-Salem
    
    1990/2000
    
    
    310
    
    
    
    313,520
    
    
    
    90.0
    %
    
    
    773
    
    
    
    2,378,046
    
    
    
    0.8
    %Heatherwood
    
    Charlotte
    
    1980
    
    
    476
    
    
    
    438,563
    
    
    
    92.2
    %
    
    
    709
    
    
    
    3,422,828
    
    
    
    1.1
    %Parkside at Woodlake
    
    Raleigh
    
    1996
    
    
    266
    
    
    
    255,124
    
    
    
    97.0
    %
    
    
    770
    
    
    
    2,093,437
    
    
    
    0.7
    %Subtotal
 North Carolina
    
    
    
    
    
    
    7,128
    
    
    
    6,904,854
    
    
    
    95.3
    %
    
    
    829
    
    
    
    62,606,742
    
    
    
    21.0
    %South Carolina:Cape Landing
    
    Myrtle Beach
    
    1997/1998
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,207,043
    (7)
    
    
    0.4
    %CG at Cypress Cove
    
    Charleston
    
    2001
    
    
    264
    
    
    
    303,996
    
    
    
    97.3
    %
    
    
    932
    
    
    
    2,836,580
    
    
    
    0.9
    %CG at Quarterdeck
    
    Charleston
    
    1987
    
    
    230
    
    
    
    218,880
    
    
    
    97.0
    %
    
    
    929
    
    
    
    2,538,006
    
    
    
    0.9
    %CV at Hampton Pointe
    
    Charleston
    
    1986
    
    
    304
    
    
    
    314,600
    
    
    
    95.7
    %
    
    
    816
    
    
    
    2,943,600
    
    
    
    1.0
    %CV at Waters Edge
    
    Charleston
    
    1985
    
    
    204
    
    
    
    187,640
    
    
    
    94.1
    %
    
    
    773
    
    
    
    1,823,250
    
    
    
    0.6
    %CV at Westchase
    
    Charleston
    
    1985
    
    
    352
    
    
    
    258,170
    
    
    
    97.7
    %
    
    
    703
    
    
    
    3,012,555
    
    
    
    1.0
    %CV at Windsor Place
    
    Charleston
    
    1985
    
    
    224
    
    
    
    213,440
    
    
    
    97.8
    %
    
    
    760
    
    
    
    2,093,593
    
    
    
    0.7
    %Merritt at James Island
    
    Charleston
    
    2002
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    503
    (9)
    
    
    0.0
    %Subtotal
 South Carolina
    
    
    
    
    
    
    1,578
    
    
    
    1,496,726
    
    
    
    96.7
    %
    
    
    813
    
    
    
    16,455,128
    
    
    
    5.5
    %TennesseeCG at Bellevue
    
    Nashville
    
    1996
    
    
    349
    
    
    
    343,977
    
    
    
    97.1
    %
    
    
    941
    
    
    
    3,756,881
    
    
    
    1.2
    %CG at Shelby Farms I
    
    Memphis
    
    1998
    
    
    296
    
    
    
    317,596
    
    
    
    95.9
    %
    
    
    865
    
    
    
    2,973,637
    (10)
    
    
    1.0
    %CG at Shelby Farms II
    
    Memphis
    
    Dev
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    185,876
    (10)
    
    
    0.1
    %Subtotal  Tennessee
    
    
    
    
    
    
    645
    
    
    
    661,573
    
    
    
    96.6
    %
    
    
    906
    
    
    
    6,916,394
    
    
    
    2.3
    %Texas:Brookfield
    
    Dallas
    
    1984
    
    
    232
    
    
    
    165,672
    
    
    
    94.0
    %
    
    
    600
    
    
    
    1,553,485
    (10)
    
    
    0.5
    %CG at Bear Creek
    
    Fort Worth
    
    1998
    
    
    436
    
    
    
    395,137
    
    
    
    97.9
    %
    
    
    1,003
    
    
    
    4,474,265
    
    
    
    1.5
    %CG at Round Rock
    
    Austin
    
    2006
    
    
    422
    
    
    
    429,650
    
    
    
    96.2
    %
    
    
    1,032
    
    
    
    4,182,666
    
    
    
    1.4
    %CG at Silverado
    
    Austin
    
    2004
    
    
    238
    
    
    
    239,603
    
    
    
    91.6
    %
    
    
    1,014
    
    
    
    2,306,387
    
    
    
    0.8
    %CG at Silverado Reserve
    
    Austin
    
    2006
    
    
    256
    
    
    
    266,446
    
    
    
    92.6
    %
    
    
    1,056
    
    
    
    2,665,804
    
    
    
    0.9
    %CG at Valley Ranch
    
    Dallas
    
    1997
    
    
    396
    
    
    
    462,104
    
    
    
    97.7
    %
    
    
    1,120
    
    
    
    4,986,743
    
    
    
    1.6
    %Cottonwood Crossing
    
    Fort Worth
    
    1985
    
    
    200
    
    
    
    150,200
    
    
    
    96.0
    %
    
    
    596
    
    
    
    1,284,238
    (10)
    
    
    0.4
    %CV at Bear Creek
    
    Fort Worth
    
    1984
    
    
    120
    
    
    
    90,600
    
    
    
    96.7
    %
    
    
    713
    
    
    
    955,278
    (10)
    
    
    0.3
    %CV at Bedford
    
    Fort Worth
    
    1983
    
    
    238
    
    
    
    157,564
    
    
    
    96.2
    %
    
    
    619
    
    
    
    1,672,711
    (10)
    
    
    0.6
    %CV at Canyon Hills
    
    Austin
    
    1996
    
    
    229
    
    
    
    183,056
    
    
    
    97.8
    %
    
    
    745
    
    
    
    1,992,010
    
    
    
    0.7
    %CV at Grapevine I & II
    
    Fort Worth
    
    1985
    
    
    450
    
    
    
    380,468
    
    
    
    96.0
    %
    
    
    777
    
    
    
    4,030,415
    (12)
    
    
    1.4
    %CV at Main Park
    
    Dallas
    
    1984
    
    
    192
    
    
    
    180,258
    
    
    
    97.9
    %
    
    
    829
    
    
    
    1,840,532
    
    
    
    0.6
    %CV at North Arlington
    
    Fort Worth
    
    1985
    
    
    240
    
    
    
    190,540
    
    
    
    97.9
    %
    
    
    702
    
    
    
    1,862,695
    
    
    
    0.6
    %CV at Oakbend
    
    Dallas
    
    1996
    
    
    426
    
    
    
    382,690
    
    
    
    95.3
    %
    
    
    848
    
    
    
    3,807,563
    
    
    
    1.3
    %CV at Pear Ridge
    
    Dallas
    
    1988
    
    
    242
    
    
    
    198,522
    
    
    
    98.3
    %
    
    
    733
    
    
    
    1,990,663
    (10)
    
    
    0.7
    %CV at Quarry Oaks
    
    Austin
    
    1996
    
    
    533
    
    
    
    469,988
    
    
    
    96.8
    %
    
    
    813
    
    
    
    4,810,403
    
    
    
    1.6
    %CV at Shoal Creek
    
    Fort Worth
    
    1996
    
    
    408
    
    
    
    388,426
    
    
    
    95.8
    %
    
    
    949
    
    
    
    4,042,565
    
    
    
    1.4
    %CV at Sierra Vista
    
    Austin
    
    1999
    
    
    232
    
    
    
    205,604
    
    
    
    94.4
    %
    
    
    807
    
    
    
    2,044,477
    
    
    
    0.7
    %CV at Vista Ridge
    
    Dallas
    
    1985
    
    
    300
    
    
    
    228,696
    
    
    
    97.7
    %
    
    
    662
    
    
    
    2,181,377
    (13)
    
    
    0.7
    %CV at Willow Creek
    
    Fort Worth
    
    1996
    
    
    478
    
    
    
    426,909
    
    
    
    97.3
    %
    
    
    947
    
    
    
    4,495,484
    
    
    
    1.5
    %Paces Cove
    
    Dallas
    
    1982
    
    
    328
    
    
    
    219,726
    
    
    
    96.6
    %
    
    
    584
    
    
    
    1,986,957
    (10)
    
    
    0.7
    %Remington Hills
    
    Dallas
    
    1984
    
    
    362
    
    
    
    346,592
    
    
    
    96.4
    %
    
    
    882
    
    
    
    3,221,735
    
    
    
    1.1
    %Summer Tree
    
    Dallas
    
    1980
    
    
    232
    
    
    
    136,272
    
    
    
    95.7
    %
    
    
    562
    
    
    
    1,479,747
    
    
    
    0.5
    %Subtotal  Texas
    
    
    
    
    
    
    7,190
    
    
    
    6,294,723
    
    
    
    96.3
    %
    
    
    835
    
    
    
    63,868,199
    
    
    
    21.5
    %
 35




---



##### Table of Contents



Average
    
    
    Total Multifamily
    
    
    Percent of TotalYear
    
    Number
    
    
    Approximate
    
    
    
    
    
    
    Rental
    
    
    Operating Property
    
    
    Multifamily PropertyConsolidated Multifamily
    
    
    
    Completed
    
    of
    
    
    Rentable Area
    
    
    Percent
    
    
    Rate
    
    
    Revenue for
    
    
    Operating RevenueProperty (1)
    
    Location
    
    (2)
    
    Units (3)
    
    
    (Square Feet)
    
    
    Occupied
    
    
    Per Unit(4)
    
    
    2007 (5)
    
    
    for 2007 (6)Virginia:Ashley Park
    
    Richmond
    
    1988
    
    
    272
    
    
    
    194,464
    
    
    
    96.3
    %
    
    
    745
    
    
    
    2,393,417
    (10)
    
    
    0.8
    %CV at Chase Gayton
    
    Richmond
    
    1984
    
    
    328
    
    
    
    311,196
    
    
    
    97.6
    %
    
    
    935
    
    
    
    3,121,452
    
    
    
    1.1
    %CV at Greenbrier
    
    Washington DC
    
    1980
    
    
    258
    
    
    
    218,235
    
    
    
    99.2
    %
    
    
    969
    
    
    
    3,085,895
    
    
    
    1.0
    %CV at Hampton Glen
    
    Richmond
    
    1986
    
    
    232
    
    
    
    177,760
    
    
    
    98.7
    %
    
    
    890
    
    
    
    2,454,152
    
    
    
    0.8
    %CV at Harbour Club
    
    Norfolk
    
    1988
    
    
    213
    
    
    
    193,163
    
    
    
    91.5
    %
    
    
    996
    
    
    
    2,468,748
    
    
    
    0.8
    %CV at Tradewinds
    
    Norfolk
    
    1988
    
    
    284
    
    
    
    279,884
    
    
    
    91.9
    %
    
    
    960
    
    
    
    3,036,596
    
    
    
    1.0
    %CV at Waterford
    
    Richmond
    
    1989
    
    
    312
    
    
    
    288,840
    
    
    
    96.5
    %
    
    
    923
    
    
    
    3,210,689
    
    
    
    1.2
    %CV at West End
    
    Richmond
    
    1987
    
    
    224
    
    
    
    137,310
    
    
    
    99.6
    %
    
    
    831
    
    
    
    2,214,481
    
    
    
    0.7
    %Mayflower Seaside
    
    Norfolk
    
    1950
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,499,845
    (7)
    
    
    0.5
    %Trolley Square East & West
    
    Richmond
    
    1964/1965
    
    
    331
    
    
    
    169,499
    
    
    
    92.7
    %
    
    
    779
    
    
    
    3,066,287
    
    
    
    1.0
    %Trophy Chase I & II
    
    Charlottesville
    
    1970
    
    
    425
    
    
    
    369,664
    
    
    
    91.3
    %
    
    
    788
    
    
    
    3,799,545
    
    
    
    1.3
    %Subtotal  Virginia
    
    
    
    
    
    
    2,879
    
    
    
    2,340,015
    
    
    
    95.2
    %
    
    
    874
    
    
    
    30,351,108
    
    
    
    10.2
    %TOTAL
    
    
    
    
    
    
    30,371
    
    
    
    29,347,560
    
    
    
    96.0
    %
    
    $
    880
    
    
    $
    297,655,822
    
    
    
    100.0
    %
 
 (1)
    
    At December 31, 2007, only 102 of the properties listed above are 100% owned by us. As
reflected in the notes below, the other properties listed above reflect properties that were
consolidated during 2007 before being sold outright or sold to joint ventures in which we
retain an ownership interest. All properties are 100% owned by us. In the listing of
multifamily property names, CG has been used as an abbreviation for Colonial Grand and CV as
an abbreviation for Colonial Village.(2)
    
    Represents year initially completed or, where applicable, year(s) in which additional phases
were completed at the property.(3)
    
    Units (in this table only) refer to multifamily apartment units. Number of units includes
all apartment units occupied or available for occupancy at December 31, 2007.(4)
    
    Represents weighted average rental rate per unit of the 102 consolidated multifamily
properties at December 31, 2007.(5)
    
    Total Multifamily Operating Property Revenue for 2007 includes property operating revenue for
each of our 102 consolidated multifamily properties at December 31, 2007, as well as 12
consolidated properties sold during 2007 (through the date of sale), three properties in
development, two properties that were previously condominium projects and three that were
converted to condominiums.(6)
    
    Percent of Total Multifamily Operating Property Revenue for 2007 represents each propertys
proportionate share of Total Multifamily Operating Property Revenue for 2007 from our 102
consolidated multifamily properties, as well as 12 consolidated properties sold during 2007,
three properties in development, two properties that were previously condominium projects and
three properties that were converted to condominiums.(7)
    
    Represents revenues from January 1, 2007 through the date the properties were sold during
2007.(8)
    
    Represents revenues from the date of our acquisition of this property in 2007 through
December 31, 2007.(9)
    
    These properties are condominium conversions properties that are classified as held for sale.(10)
    
    These are operating properties that are classified as held for sale.(11)
    
    These properties were previously condominium projects. During the first quarter of 2007, the
Company made the decision to lease all remaining unsold units at both projects.(12)
    
    This property was renamed during 2007, from CV at Grayson Square I & II to CV at Grapevine I
& II.(13)
    
    This property was renamed during 2007, from CV at Paces Point to CV at Vista Ridge.  36




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##### Table of Contents



Unconsolidated Multifamily Properties
 AverageYear
    
    Number
    
    
    Approximate
    
    
    
    
    
    
    RentalUnconsolidated Multifamily
    
    
    
    
    
    Completed
    
    of
    
    
    Rentable Area
    
    
    Percent
    
    
    RateProperty (1)
    
    
    
    Location
    
    (2)
    
    Units (3)
    
    
    (Square Feet)
    
    
    Occupied
    
    
    Per Unit (4)Alabama:CG at Mountain Brook
    
    
    
    Birmingham
    
    1987/1991
    
    
    392
    
    
    
    392,700
    
    
    
    98.2
    %
    
    
    808Colony Woods
    
    
    
    Birmingham
    
    1988
    
    
    414
    
    
    
    450,682
    
    
    
    98.3
    %
    
    
    752CV at Rocky Ridge
    
    
    
    Birmingham
    
    1984
    
    
    226
    
    
    
    258,900
    
    
    
    94.7
    %
    
    
    773Madison at Shoal Run
    
    
    
    Birmingham
    
    1985
    
    
    276
    
    
    
    249,300
    
    
    
    93.5
    %
    
    
    691Meadows at Brook Highland
    
    
    
    Birmingham
    
    1987
    
    
    400
    
    
    
    465,605
    
    
    
    95.5
    %
    
    
    759The Grove at Riverchase
    
    
    
    Birmingham
    
    1996
    
    
    345
    
    
    
    344,625
    
    
    
    95.4
    %
    
    
    837Subtotal  Alabama
    
    
    
    
    
    
    
    
    2,053
    
    
    
    2,161,812
    
    
    
    96.2
    %
    
    
    773CaliforniaPark Crossing
    
    
    
    Fairfield
    
    2006
    
    
    200
    
    
    
    209,928
    
    
    
    96.0
    %
    
    
    1,455Subtotal  California
    
    
    
    
    
    
    
    
    200
    
    
    
    209,928
    
    
    
    96.0
    %
    
    
    1,455Florida:CG at Palma Sola
    
    
    
    Sarasota
    
    1992
    
    
    340
    
    
    
    293,272
    
    
    
    93.2
    %
    
    
    866Subtotal  Florida
    
    
    
    
    
    
    
    
    340
    
    
    
    293,272
    
    
    
    93.2
    %
    
    
    866Georgia:CG at Huntcliff
    
    
    
    Atlanta
    
    1997
    
    
    358
    
    
    
    364,633
    
    
    
    96.1
    %
    
    
    1,074Subtotal  Georgia
    
    
    
    
    
    
    
    
    358
    
    
    
    364,633
    
    
    
    96.1
    %
    
    
    8,355North Carolina:CG at Research Park (Durham)
    
    
    
    Raleigh
    
    2002
    
    
    370
    
    
    
    383,703
    
    
    
    96.8
    %
    
    
    967CV at Cary
    
    
    
    Raleigh
    
    1995
    
    
    319
    
    
    
    400,127
    
    
    
    98.4
    %
    
    
    549CV at Matthews JV
    
    
    
    Charlotte
    
    1990
    
    
    270
    
    
    
    255,712
    
    
    
    97.4
    %
    
    
    790Subtotal  North Carolina
    
    
    
    
    
    
    
    
    959
    
    
    
    1,039,542
    
    
    
    97.5
    %
    
    
    778South Carolina:Arbors at Windsor Lake
    
    
    
    Columbia
    
    1991
    
    
    228
    
    
    
    216,240
    
    
    
    93.4
    %
    
    
    796Stone Ridge
    
    
    
    Columbia
    
    1972
    
    
    191
    
    
    
    199,226
    
    
    
    95.3
    %
    
    
    668Subtotal  South Carolina
    
    
    
    
    
    
    
    
    419
    
    
    
    415,466
    
    
    
    94.3
    %
    
    
    738TennesseeCG at Brentwood
    
    
    
    Nashville
    
    1995
    
    
    254
    
    
    
    286,922
    
    
    
    98.4
    %
    
    
    1,027Subtotal  Tennessee
    
    
    
    
    
    
    
    
    254
    
    
    
    286,922
    
    
    
    98.4
    %
    
    
    1,027Texas:Auberry at Twin Creeks
    
    
    
    Dallas
    
    2006
    
    
    216
    
    
    
    214,448
    
    
    
    97.2
    %
    
    
    831Belterra
    
    
    
    Fort Worth
    
    2006
    
    
    288
    
    
    
    278,292
    
    
    
    96.2
    %
    
    
    969Canyon Creek LP (5)
    
    
    
    Austin
    
    2007
    
    
    336
    
    
    
    348,960
    
    
    LU
    
    
    Cunningham
    
    
    
    Austin
    
    2000
    
    
    280
    
    
    
    257,338
    
    
    
    93.9
    %
    
    
    888Fairmont at Fossil Creek
    
    
    
    Fort Worth
    
    2005
    
    
    240
    
    
    
    223,252
    
    
    
    97.1
    %
    
    
    809Subtotal  Texas
    
    
    
    
    
    
    
    
    1,360
    
    
    
    1,322,290
    
    
    
    96.0
    %
    
    
    663TOTAL
    
    
    
    
    
    
    
    
    5,943
    
    
    
    6,093,865
    
    
    
    96.1
    %
    
    $
    803
 
 (1)
    
    We hold between a 5%  35% non-controlling interest in these unconsolidated joint ventures.
In the listing of multifamily property names, CG has been used as an abbreviation for Colonial
Grand and CV as an abbreviation for Colonial Village.(2)
    
    Represents year initially completed or, where applicable, year(s) in which additional phases
were completed at the property.(3)
    
    For the purposes of this table, units refer to multifamily apartment units. Number of units
includes all apartment units occupied or available for occupancy at December 31, 2007.(4)
    
    Represents weighted average rental rate per unit of the 19 unconsolidated multifamily
properties not in lease-up at December 31, 2007.(5)
    
    This property is currently in lease-up and is not included in the Percent Occupied and
Average Rental Rate per Unit totals. 37




---



##### Table of Contents



Average BaseNumber
    
    Percent
    
    Rental RateYear-End
    
    of Units
    
    Leased (1)
    
    Per UnitDecember 31, 2007
    
    
    30,371
    
    
    
    96.0
    %
    
    $
    880December 31, 2006
    
    
    32,715
    
    
    
    95.5
    %
    
    $
    851December 31, 2005
    
    
    34,272
    
    
    
    95.3
    %
    
    $
    817December 31, 2004
    
    
    15,489
    
    
    
    94.7
    %
    
    $
    851December 31, 2003
    
    
    12,391
    
    
    
    92.9
    %
    
    $
    742
 
 (1)
    
    Represents weighted average occupancy of the multifamily properties that had achieved
stabilized occupancy at the end of the respective period (excluding one property in lease-up
at December 31, 2007).  Average BaseNumber
    
    Percent
    
    Rental RateYear-End
    
    of Units
    
    Leased (1)
    
    Per UnitDecember 31, 2007
    
    
    36,314
    
    
    
    96.0
    %
    
    $
    868December 31, 2006
    
    
    38,111
    
    
    
    95.5
    %
    
    $
    825December 31, 2005
    
    
    44,337
    
    
    
    95.3
    %
    
    $
    771December 31, 2004
    
    
    25,009
    
    
    
    94.6
    %
    
    $
    818December 31, 2003
    
    
    15,224
    
    
    
    92.9
    %
    
    $
    794
 
 (1)
    
    Represents weighted average occupancy of the multifamily properties that had achieved
stabilized occupancy at the end of the respective period (excluding one property in lease-up
at December 31, 2007). Office Properties
   38




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##### Table of Contents



Consolidated Office Properties
 Average Base
    
    
    Total Office
    
    
    Percent of TotalYear
    
    Net Rentable
    
    
    
    
    
    
    Total
    
    
    Rent Per
    
    
    Operating Property
    
    
    Office OperatingConsolidated
    
    
    
    
    
    Completed
    
    Area
    
    
    Percent
    
    
    Annualized
    
    
    Leased
    
    
    Revenue for
    
    
    Property RevenueOffice Property (1)
    
    
    
    Location
    
    (2)
    
    Square Feet
    
    
    Leased
    
    
    Base Rent
    
    
    Square Foot
    
    
    2007 (3)
    
    
    for 2007 (4)Alabama:Colonial Center Blue Lake
    
    (5)
    
    Birmingham
    
    1982/95
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    1,350,365
    (6)
    
    
    2.4
    %Colonial Center Colonnade
    
    (5)
    
    Birmingham
    
    1989/99
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,009,272
    (6)
    
    
    7.1
    %Brookwood
    
    
    
    Birmingham
    
    2007
    
    
    169,256
    
    
    LU
    
    
    
    
    
    
    
    
    
    
    
    1,585,540
    (7)
    
    
    2.8
    %Riverchase Center
    
    (5)
    
    Birmingham
    
    1984-88
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,426,232
    (6)
    
    
    2.5
    %International Park
    
    (5)
    
    Birmingham
    
    1987/89/99
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,868,449
    (6)
    
    
    3.3
    %Independence Plaza
    
    (5)
    
    Birmingham
    
    1979
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    820,460
    (6)
    
    
    1.4
    %Colonial Plaza
    
    (5)
    
    Birmingham
    
    1999
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,406,945
    (6)
    
    
    2.5
    %Colonial Center Lakeside
    
    (5)
    
    Huntsville
    
    1989/90
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    935,181
    (6)
    
    
    1.6
    %Colonial Center Research Park
    
    (5)
    
    Huntsville
    
    1999
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    987,091
    (6)
    
    
    1.7
    %Colonial Center Research Place
    
    (5)
    
    Huntsville
    
    1979/84/88
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,441,255
    (6)
    
    
    2.5
    %DRS Building
    
    (5)
    
    Huntsville
    
    1972/86/90/03
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    802,955
    (6)
    
    
    1.4
    %Regions Center
    
    (5)
    
    Huntsville
    
    1990
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,403,311
    (6)
    
    
    2.4
    %Perimeter Corporate Park
    
    (5)
    
    Huntsville
    
    1986/89
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,793,653
    (6)
    
    
    3.1
    %Progress Center
    
    (5)
    
    Huntsville
    
    1983-91
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,206,930
    (6)
    
    
    2.1
    %Research Park Office Center
    
    (5)
    
    Huntsville
    
    1984/00
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,288,818
    (6)
    
    
    2.2
    %Northrop Grumman
    
    (5)
    
    Huntsville
    
    2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    576,744
    (6)
    
    
    1.0
    %250 Commerce St
    
    
    
    Montgomery
    
    1904/81
    
    
    37,447
    
    
    
    97.1
    %
    
    
    524,468
    
    
    
    14.42
    
    
    
    528,264
    (8)
    
    
    0.9
    %Subtotal-Alabama
    
    
    
    
    
    
    
    
    206,703
    
    
    
    97.1
    %
    
    
    524,468
    
    
    
    14.42
    
    
    
    23,431,464
    
    
    
    40.9
    %Florida:901 Maitland Center
    
    (5)
    
    Orlando
    
    1985
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,072,507
    (6)
    
    
    1.9
    %Colonial Center at TownPark
    
    (5)
    
    Orlando
    
    2001
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,435,237
    (6)
    
    
    11.2
    %Colonial TownPark Office
    
    (5)
    
    Orlando
    
    2004
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    371,192
    (6)
    
    
    0.6
    %Colonial Center Heathrow
    
    (5)
    
    Orlando
    
    1988/96/00
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,718,949
    (6)
    
    
    13.5
    %Colonial Place I & II
    
    (5)
    
    Tampa
    
    1984/1986
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,857,883
    (6)
    
    
    6.7
    %Colonial Center at Bayside
    
    (5)
    
    Tampa
    
    1988/94/97
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,876,254
    (6)
    
    
    3.3
    %Concourse Center
    
    (5)
    
    Tampa
    
    1981/85
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,492,113
    (6)
    
    
    4.3
    %Subtotal-Florida
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    23,824,135
    
    
    
    41.5
    %Georgia:The Peachtree
    
    (5)
    
    Atlanta
    
    1989
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,168,079
    (6)
    
    
    7.3
    %Subtotal-Georgia
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,168,079
    
    
    
    7.3
    %North Carolina:Esplanade
    
    (5)
    
    Charlotte
    
    1981/2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,319,315
    (6)
    
    
    2.3
    %Subtotal-North Carolina
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,319,315
    
    
    
    2.3
    %Texas:Research Park Plaza III and IV
    
    (5)
    
    Austin
    
    2001
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,605,930
    (6)
    
    
    8.0
    %Subtotal-Texas
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,605,930
    
    
    
    8.0
    %TOTAL
    
    
    
    
    
    
    
    
    206,703
    
    
    
    97.1
    %
    
    $
    524,468
    
    
    $
    14.42
    
    
    $
    57,348,924
    
    
    
    100.0
    %
 
 (1)
    
    At December 31, 2007, only two of the properties listed above are 100% owned by us. As
reflected in the notes below, the other properties listed above reflect properties that were
consolidated during 2007 before being sold outright or sold to joint ventures in which we
retain an ownership interest.(2)
    
    Represents year initially completed or, where applicable, most recent year in which the
property was substantially renovated or in which an additional phase of the property was
completed.(3)
    
    Total Office Operating Property Revenue for 2007 includes property operating revenue for each
of our two consolidated office properties at December 31, 2007, as well as 46 consolidated
properties sold during 2007 through the date of sale.(4)
    
    Percent of Total Office Operating Property Revenue for 2007 represents each of the propertys
proportionate share of Total Office Operating Property Revenue for 2007 from our two
consolidated office properties, as well as 46 consolidated properties sold during 2007.(5)
    
    These properties were transferred to the DRA/CLP JV. We retained a 15% interest in these
properties through a non-controlling interest in this joint venture.(6)
    
    Represents revenues from January 1, 2007 through the date the property was sold during 2007.(7)
    
    This property is currently in lease-up and is not included in the Percent Leased and Average
Base Rent per Leased Square Foot property totals.(8)
    
    This operating property is classified as held for sale.  39




---



##### Table of Contents



Unconsolidated Office Properties
 Average BaseYear
    
    Net Rentable
    
    
    
    
    
    
    Total
    
    
    Rent PerUnconsolidated
    
    
    
    
    
    Completed
    
    Area
    
    
    Percent
    
    
    Annualized
    
    
    LeasedOffice Property (1)
    
    
    
    Location
    
    (2)
    
    Square Feet
    
    
    Leased
    
    
    Base Rent
    
    
    Square FootAlabama:Colonial Center Blue Lake DRA/CLPJV
    
    
    
    Birmingham
    
    1982/95
    
    
    166,590
    
    
    
    98.8
    %
    
    $
    3,020,555
    
    
    $
    18.35Colonial Center Colonnade DRA/CLPJV
    
    
    
    Birmingham
    
    1989/99
    
    
    419,387
    
    
    
    98.7
    %
    
    
    8,421,410
    
    
    
    20.34Riverchase Center DRA/CLPJV
    
    
    
    Birmingham
    
    1984-88
    
    
    306,143
    
    
    
    93.5
    %
    
    
    2,920,032
    
    
    
    10.20Land Title Bldg.
    
    
    
    Birmingham
    
    1975
    
    
    29,988
    
    
    
    100.0
    %
    
    
    409,208
    
    
    
    13.65International Park DRA/CLPJV
    
    
    
    Birmingham
    
    1987/89/99
    
    
    210,984
    
    
    
    100.0
    %
    
    
    4,007,593
    
    
    
    18.99Independence Plaza DRA/CLPJV
    
    
    
    Birmingham
    
    1979
    
    
    106,216
    
    
    
    96.5
    %
    
    
    1,820,053
    
    
    
    17.76Colonial Plaza DRA/CLPJV
    
    
    
    Birmingham
    
    1999
    
    
    170,850
    
    
    
    89.1
    %
    
    
    2,300,144
    
    
    
    15.11Colonial Center Lakeside DRA/CLPJV
    
    
    
    Huntsville
    
    1989/90Colonial Center Lakeside TIC
    
    (3)
    
    Huntsville
    
    1989/90
    
    
    122,162
    
    
    
    100.0
    %
    
    
    1,737,762
    
    
    
    14.23Colonial Center Research Park DRA/CLPJV
    
    
    
    Huntsville
    
    1999Colonial Center Research Park TIC
    
    (3)
    
    Huntsville
    
    1999
    
    
    133,750
    
    
    
    100.0
    %
    
    
    2,344,695
    
    
    
    17.53Colonial Center Research Place DRA/CLPJV
    
    
    
    Huntsville
    
    1979/84/88Colonial Center Research Place TIC
    
    (3)
    
    Huntsville
    
    1979/84/88
    
    
    272,558
    
    
    
    100.0
    %
    
    
    3,458,395
    
    
    
    12.69DRS Building DRA/CLPJV
    
    
    
    Huntsville
    
    1972/86/90/03DRS Building TIC
    
    (3)
    
    Huntsville
    
    1972/86/90/03
    
    
    215,485
    
    
    
    100.0
    %
    
    
    1,757,766
    
    
    
    8.16Regions Center DRA/CLPJV
    
    
    
    Huntsville
    
    1990Regions Center TIC
    
    (3)
    
    Huntsville
    
    1990
    
    
    154,399
    
    
    
    96.1
    %
    
    
    2,540,633
    
    
    
    17.12Perimeter Corporate Park DRA/CLPJV
    
    
    
    Huntsville
    
    1986/89Perimeter Corporate Park TIC
    
    (3)
    
    Huntsville
    
    1986/89
    
    
    234,851
    
    
    
    99.7
    %
    
    
    4,042,403
    
    
    
    17.26Progress Center DRA/CLPJV
    
    
    
    Huntsville
    
    1983-91Progress Center TIC
    
    (3)
    
    Huntsville
    
    1983-91
    
    
    221,992
    
    
    
    93.1
    %
    
    
    2,443,632
    
    
    
    11.82Research Park Office Center DRA/CLPJV
    
    
    
    Huntsville
    
    1984/00Research Park Office Center TIC
    
    (3)
    
    Huntsville
    
    1984/00
    
    
    236,453
    
    
    
    75.0
    %
    
    
    2,001,771
    
    
    
    11.29Northrop Grumman DRA/CLPJV
    
    
    
    Huntsville
    
    2007Northrop Grumman TIC
    
    (3)
    
    Huntsville
    
    2007
    
    
    110,275
    
    
    
    100.0
    %
    
    
    1,445,863
    
    
    
    13.11Subtotal-Alabama
    
    
    
    
    
    
    
    
    3,112,083
    
    
    
    96.6
    %
    
    
    44,671,915
    
    
    
    14.86Florida:Baymeadows Way
    
    
    
    Jacksonville
    
    1993
    
    
    224,281
    
    
    
    100.0
    %
    
    
    2,130,669
    
    
    
    9.50Jacksonville Baymeadows
    
    
    
    Jacksonville
    
    1999
    
    
    751,917
    
    
    
    82.2
    %
    
    
    9,304,902
    
    
    
    15.05Jacksonville JTB
    
    
    
    Jacksonville
    
    2001
    
    
    416,773
    
    
    
    100.0
    %
    
    
    5,378,849
    
    
    
    12.91901 Maitland Center DRA/CLPJV
    
    
    
    Orlando
    
    1985
    
    
    155,730
    
    
    
    76.7
    %
    
    
    2,313,924
    
    
    
    19.37Colonial Center at TownPark DRA/CLPJV
    
    
    
    Orlando
    
    2001
    
    
    657,844
    
    
    
    98.7
    %
    
    
    13,472,663
    
    
    
    20.75Colonial TownPark Office DRA/CLPJV
    
    
    
    Orlando
    
    2004
    
    
    37,970
    
    
    
    100.0
    %
    
    
    865,367
    
    
    
    22.79Colonial Center Heathrow DRA/CLPJV
    
    
    
    Orlando
    
    1988/96/00
    
    
    922,266
    
    
    
    84.1
    %
    
    
    14,178,417
    
    
    
    18.28Orlando Central
    
    
    
    Orlando
    
    1980
    
    
    617,759
    
    
    
    90.6
    %
    
    
    9,892,597
    
    
    
    17.68Orlando Lake Mary
    
    
    
    Orlando
    
    1999
    
    
    304,338
    
    
    
    88.1
    %
    
    
    4,723,212
    
    
    
    17.62Orlando University
    
    
    
    Orlando
    
    2001
    
    
    385,988
    
    
    
    87.0
    %
    
    
    7,354,234
    
    
    
    21.90St. Petersburg Center
    
    
    
    St. Petersburg
    
    2000Colonial Place I & II DRA/CLPJV
    
    
    
    Tampa
    
    1984/1986
    
    
    371,674
    
    
    
    97.9
    %
    
    
    8,534,218
    
    
    
    23.45Colonial Center at Bayside DRA/CLPJV
    
    
    
    Tampa
    
    1988/94/97
    
    
    212,896
    
    
    
    81.7
    %
    
    
    2,997,807
    
    
    
    17.24Concourse Center DRA/CLPJV
    
    
    
    Tampa
    
    1981/85
    
    
    294,369
    
    
    
    97.5
    %
    
    
    6,164,975
    
    
    
    21.48Broward Financial Center
    
    
    
    South Florida
    
    1986
    
    
    325,483
    
    
    
    76.6
    %
    
    
    7,012,290
    
    
    
    28.13Las Olas Centre
    
    
    
    South Florida
    
    1999Subtotal-Florida
    
    
    
    
    
    
    
    
    5,679,288
    
    
    
    89.4
    %
    
    
    94,324,124
    
    
    
    18.58Georgia:Colonial Center at Mansell Overlook JV
    
    
    
    Atlanta
    
    1987/96/97/00
    
    
    652,926
    
    
    
    94.3
    %
    
    
    11,940,413
    
    
    
    19.39Shoppes & Lakeside at Mansell JV
    
    
    
    Atlanta
    
    1996/97/05
    
    
    35,748
    
    
    
    92.7
    %
    
    
    814,649
    
    
    
    24.58The Peachtree DRA/CLPJV
    
    
    
    Atlanta
    
    1989
    
    
    316,635
    
    
    
    90.9
    %
    
    
    6,327,395
    
    
    
    21.98Atlantic Center Plaza
    
    
    
    Atlanta
    
    2001
    
    
    499,709
    
    
    
    96.1
    %
    
    
    13,942,902
    
    
    
    29.03Atlanta Chamblee
    
    
    
    Atlanta
    
    2000
    
    
    1,133,828
    
    
    
    93.2
    %
    
    
    20,531,676
    
    
    
    19.43Atlanta Perimeter
    
    
    
    Atlanta
    
    1985
    
    
    182,036
    
    
    
    87.2
    %
    
    
    2,954,603
    
    
    
    18.61McGinnis Park
    
    
    
    Atlanta
    
    2001
    
    
    202,217
    
    
    
    77.4
    %
    
    
    2,784,888
    
    
    
    17.79Ravinia 3
    
    
    
    Atlanta
    
    1991
    
    
    801,264
    
    
    
    94.7
    %
    
    
    13,956,126
    
    
    
    18.39Subtotal-Georgia
    
    
    
    
    
    
    
    
    3,824,363
    
    
    
    92.8
    %
    
    
    73,252,652
    
    
    
    20.64Maryland:Decoverly
    
    
    
    Rockville
    
    1989
    
    
    155,134
    
    
    
    83.0
    %
    
    
    3,154,747
    
    
    
    24.50Subtotal-Maryland
    
    
    
    
    
    
    
    
    155,134
    
    
    
    83.0
    %
    
    
    3,154,747
    
    
    
    24.50North Carolina:Esplanade DRA/CLPJV
    
    
    
    Charlotte
    
    1981/2007
    
    
    202,810
    
    
    
    86.3
    %
    
    
    3,184,745
    
    
    
    18.20Charlotte University
    
    
    
    Charlotte
    
    1999
    
    
    182,989
    
    
    
    87.2
    %
    
    
    3,014,471
    
    
    
    18.89Subtotal-North Carolina
    
    
    
    
    
    
    
    
    385,799
    
    
    
    86.7
    %
    
    
    6,199,216
    
    
    
    18.53Tennessee:Germantown Center
    
    
    
    Memphis
    
    1999
    
    
    533,950
    
    
    
    86.7
    %
    
    
    9,605,028
    
    
    
    20.75Subtotal-Tennessee
    
    
    
    
    
    
    
    
    533,950
    
    
    
    86.7
    %
    
    
    9,605,028
    
    
    
    20.75Texas:Research Park Plaza III and IV DRA/CLPJV
    
    
    
    Austin
    
    2001
    
    
    357,689
    
    
    
    100.0
    %
    
    
    7,608,047
    
    
    
    21.27Signature Place
    
    
    
    Dallas
    
    1986
    
    
    437,290
    
    
    
    77.9
    %
    
    
    5,912,375
    
    
    
    17.36Post Oak
    
    
    
    Houston
    
    1982
    
    
    1,196,581
    
    
    
    95.4
    %
    
    
    20,841,677
    
    
    
    18.26Westchase
    
    
    
    Houston
    
    2000
    
    
    184,259
    
    
    
    98.5
    %
    
    
    3,960,998
    
    
    
    21.82Subtotal-Texas
    
    
    
    
    
    
    
    
    2,175,819
    
    
    
    92.9
    %
    
    
    38,323,097
    
    
    
    18.96TOTAL
    
    
    
    
    
    
    
    
    15,866,436
    
    
    
    92.3
    %
    
    $
    269,530,779
    
    
    $
    18.40
 Footnotes on the following page 40




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##### Table of Contents



(1)
    
    We hold between a 15%  40% non-controlling interest in these unconsolidated joint ventures.(2)
    
    Represents year initially completed or, where applicable, most recent year in which the
property was substantially renovated or in which an additional phase of the property was
completed.(3)
    
    The DRA/CLP JV sold nine office assets located in Huntsville, Alabama. We acquired a 40%
interest (of which 30% is owned by CPSI, our taxable REIT subsidiary) in three separate TIC
investments of the same nine properties.
  Net Rentable
    
    
    Annualized
    
    
    Percent of TotalYear of
    
    Number of
    
    
    Area Of
    
    
    Base Rent of
    
    
    Annual Base RentLease
    
    Tenants with
    
    
    Expiring Leases
    
    
    Expiring
    
    
    Represented byExpiration
    
    Expiring Leases
    
    
    (Square Feet) (1)
    
    
    Leases (1)(2)
    
    
    Expiring Leases (1)2008
    
    
    1
    
    
    
    16,478
    
    
    
    238,929
    
    
    
    7.5
    %2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2010
    
    
    2
    
    
    
    19,897
    
    
    
    285,540
    
    
    
    9.0
    %2011
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2012
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2013
    
    
    3
    
    
    
    151,071
    
    
    
    2,648,458
    
    
    
    83.5
    %Thereafter
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6
    
    
    
    187,446
    
    
    $
    3,172,927
    
    
    
    100.0
    %
 
 (1)
    
    Ecludes approximately 170,332 square feet of space not leased as
of December 31, 2007.(2)
    
    Annualized base rent is calculated using base rents as of
December 31, 2007.  Net Rentable
    
    
    Annualized
    
    
    Percent of TotalYear of
    
    Number of
    
    
    Area Of
    
    
    Base Rent of
    
    
    Annual Base RentLease
    
    Tenants with
    
    
    Expiring Leases
    
    
    Expiring
    
    
    Represented byExpiration
    
    Expiring Leases
    
    
    (Square Feet) (1)
    
    
    Leases (1)(2)
    
    
    Expiring Leases (1)2008
    
    
    312
    
    
    
    2,022,845
    
    
    $
    41,839,818
    
    
    
    14.2
    %2009
    
    
    273
    
    
    
    1,769,934
    
    
    
    37,021,270
    
    
    
    12.6
    %2010
    
    
    274
    
    
    
    1,725,817
    
    
    
    34,955,002
    
    
    
    11.9
    %2011
    
    
    197
    
    
    
    1,900,281
    
    
    
    37,688,316
    
    
    
    12.8
    %2012
    
    
    153
    
    
    
    2,433,827
    
    
    
    52,436,501
    
    
    
    17.8
    %2013
    
    
    60
    
    
    
    1,225,136
    
    
    
    24,828,571
    
    
    
    8.4
    %2014
    
    
    23
    
    
    
    1,306,963
    
    
    
    19,508,109
    
    
    
    6.6
    %2015
    
    
    29
    
    
    
    610,688
    
    
    
    10,410,196
    
    
    
    3.5
    %2016
    
    
    19
    
    
    
    580,732
    
    
    
    11,444,248
    
    
    
    3.9
    %2017
    
    
    10
    
    
    
    504,664
    
    
    
    8,345,073
    
    
    
    2.8
    %Thereafter
    
    
    7
    
    
    
    558,454
    
    
    
    16,230,355
    
    
    
    5.5
    %1,357
    
    
    
    14,639,341
    
    
    $
    294,707,460
    
    
    
    100.0
    %
 
 (1)
    
    Excludes approximately 1,224,599 square feet of space not leased
as of December 31, 2007.(2)
    
    Annualized base rent is calculated using base rents as of
December 31, 2007.  Average BaseRentable Area
    
    Total
    
    Rent Per LeasedYear-End
    
    (Square Feet)
    
    Percent Leased (1)
    
    Square Foot (1)December 31, 2007
    
    
    16,073,000
    
    
    
    92.3
    %
    
    $
    18.20December 31, 2006
    
    
    16,927,000
    
    
    
    93.5
    %
    
    $
    18.79December 31, 2005
    
    
    19,500,000
    
    
    
    91.3
    %
    
    $
    18.35December 31, 2004
    
    
    5,870,000
    
    
    
    92.2
    %
    
    $
    17.48December 31, 2003
    
    
    5,464,000
    
    
    
    89.7
    %
    
    $
    18.56
 
 (1)
    
    Total Percent Leased and Average Base Rent Per Leased Square
Foot is calculated excluding one property in lease-up at December 31, 2007. 41




---



##### Table of Contents



Average BaseRentable Area
    
    Total
    
    Rent Per LeasedYear-End
    
    (Square Feet)
    
    Percent Leased (1)
    
    Square Foot (1)December 31, 2007
    
    
    207,000
    
    
    
    97.1
    %
    
    $
    14.42December 31, 2006
    
    
    6,534,000
    
    
    
    94.7
    %
    
    $
    17.97December 31, 2005
    
    
    7,744,000
    
    
    
    92.4
    %
    
    $
    19.25December 31, 2004
    
    
    5,840,000
    
    
    
    92.2
    %
    
    $
    18.28December 31, 2003
    
    
    5,434,000
    
    
    
    89.7
    %
    
    $
    18.78
 
 (1)
    
    Total Percent Leased and Average Base Rent Per Leased Square
Foot is calculated excluding one property in lease-up at December 31, 2007. Retail Properties
   Consolidated Retail Properties
 AverageBaseRent Per
    
    
    Total Consolidated
    
    
    Percent of TotalYear
    
    
    GRA
    
    
    Number
    
    
    
    
    
    
    Total
    
    
    Leased
    
    
    Retail Property
    
    
    2007 ConsolidatedConsolidated
    
    
    
    
    
    
    
    
    
    Completed
    
    
    (Square
    
    
    Of
    
    
    Percent
    
    
    Annualized
    
    
    Square
    
    
    Revenue for
    
    
    Retail PropertyRetail Property (1)
    
    
    
    
    
    Location
    
    
    (2)
    
    
    Feet) (3)
    
    
    Stores
    
    
    Leased (3)
    
    
    Base Rent (4)
    
    
    Foot (5)
    
    
    2007 (6)
    
    
    Revenue (7)Alabama:Colonial Promenade Alabaster
    
    
    (11
    )
    
    Birmingham
    
    
    2005
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    
    
    
    $
    
    
    
    $
    1,866,912
    (8)
    
    
    3.6
    %Colonial Promenade Alabaster II
    
    
    (14
    )
    
    Birmingham
    
    
    2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,309,221
    (9)
    
    
    2.5
    %Brookwood Village Center
    
    
    
    
    
    Birmingham
    
    
    1973/91
    
    
    
    16,092
    
    
    
    4
    
    
    
    100.0
    %
    
    
    273,666
    
    
    
    17.01
    
    
    
    477,637
    
    
    
    0.9
    %Colonial Brookwood Village
    
    
    
    
    
    Birmingham
    
    
    1973/91
    
    
    
    372,053
    
    
    
    71
    
    
    
    96.2
    %
    
    
    6,649,886
    
    
    
    26.15
    
    
    
    10,320,210
    
    
    
    20.0
    %Colonial Brookwood Village
    
    
    
    
    
    Birmingham
    
    
    1973/91
    
    
    
    231,953
    (15)Colonial Shoppes Colonnade
    
    
    (12
    )
    
    Birmingham
    
    
    1989
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,169,012
    (8)
    
    
    2.3
    %Colonial Shoppes Clay
    
    
    (11
    )
    
    Birmingham
    
    
    1982
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    442,327
    (8)
    
    
    0.9
    %Colonial Promenade Fultondale
    
    
    
    
    
    Birmingham
    
    
    2007
    
    
    
    133,809
    
    
    
    21
    
    
    LU
    
    
    1,501,611
    
    
    
    
    
    
    
    425,613
    (10)
    
    
    0.8
    %Colonial Promenade Fultondale
    
    
    
    
    
    Birmingham
    
    
    2007
    
    
    
    126,840
    (15)Colonial Pinnacle Tutwiler II
    
    
    (14
    )
    
    Birmingham
    
    
    2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    398,885
    (9)
    
    
    0.8
    %Colonial Promenade Trussville
    
    
    (11
    )
    
    Birmingham
    
    
    2000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,851,059
    (8)
    
    
    3.6
    %Colonial Promenade Trussville II
    
    
    (11
    )
    
    Birmingham
    
    
    2004
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    529,355
    (8)
    
    
    1.0
    %Colonial Mall Decatur
    
    
    
    
    
    Decatur
    
    
    1979/89
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,629,585
    (8)
    
    
    5.1
    %Colonial Shoppes McGehee
    
    
    
    
    
    Montgomery
    
    
    1986
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    175,492
    (8)
    
    
    0.3
    %Olde Town
    
    
    
    
    
    Montgomery
    
    
    1978/90
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    374,444
    (8)
    
    
    0.7
    %Colonial Shoppes Bellwood
    
    
    
    
    
    Montgomery
    
    
    1988
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    419,126
    (8)
    
    
    0.8
    %Colonial Promenade Montgomery
    
    
    
    
    
    Montgomery
    
    
    1990/97
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,039,914
    (8)
    
    
    2.0
    %Colonial Promenade Montgomery North
    
    
    
    
    
    Montgomery
    
    
    1990/97
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    636,047
    (8)
    
    
    1.2
    %Colonial Promenade Craft Farms
    
    
    (13
    )
    
    Gulf Shores
    
    
    2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    539,682
    (9)
    
    
    1.0
    %Subtotal-Alabama
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    880,747
    
    
    
    96
    
    
    
    96.4
    %
    
    
    8,425,163
    
    
    
    25.55
    
    
    
    24,604,521
    
    
    
    47.7
    %
 42




---



##### Table of Contents



AverageBaseRent Per
    
    
    Total Consolidated
    
    
    Percent of TotalYear
    
    
    GRA
    
    
    Number
    
    
    
    
    
    
    Total
    
    
    Leased
    
    
    Retail Property
    
    
    2007 ConsolidatedConsolidated
    
    
    
    
    
    Completed
    
    
    (Square
    
    
    Of
    
    
    Percent
    
    
    Annualized
    
    
    Square
    
    
    Revenue for
    
    
    Retail PropertyRetail Property (1)
    
    
    
    Location
    
    (2)
    
    
    Feet) (3)
    
    
    Stores
    
    
    Leased (3)
    
    
    Base Rent (4)
    
    
    Foot (5)
    
    
    2007 (6)
    
    
    Revenue (7)Florida:Colonial Promenade Bear Lake
    
    
    
    Orlando
    
    
    1990
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    611,175
    (8)
    
    
    1.2
    %Colonial Promenade Burnt Store
    
    (11)
    
    Punta Gorda
    
    
    1990
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    530,040
    (8)
    
    
    1.0
    %Colonial Promenade Hunters Creek
    
    (11)
    
    Orlando
    
    
    1993/95
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,132,892
    (8)
    
    
    2.2
    %Colonial Promenade Lakewood
    
    (11)
    
    Jacksonville
    
    
    1995
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,291,362
    (8)
    
    
    2.5
    %Colonial Promenade Northdale
    
    (11)
    
    Tampa
    
    
    1988
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,126,054
    (8)
    
    
    2.2
    %Colonial Promenade TownPark
    
    (12)
    
    Orlando
    
    
    2003
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,322,392
    (8)
    
    
    4.5
    %Colonial Promenade Wekiva
    
    
    
    Orlando
    
    
    1990
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,129,535
    (8)
    
    
    2.2
    %Colonial Promenade Winter Haven
    
    
    
    Orlando
    
    
    1986
    
    
    
    161,559
    
    
    
    21
    
    
    
    92.0
    %
    
    
    1,142,059
    
    
    
    13.97
    
    
    
    1,446,743
    
    
    
    2.8
    %Subtotal-Florida
    
    
    
    
    
    
    
    
    
    
    161,559
    
    
    
    21
    
    
    
    92.0
    %
    
    
    1,142,059
    
    
    
    13.97
    
    
    
    9,590,192
    
    
    
    18.6
    %Georgia:
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    .Britt David
    
    
    
    Columbus
    
    
    1990
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    414,659
    (8)
    
    
    0.8
    %Colonial Mall Lakeshore
    
    
    
    Gainesville
    
    
    1984/97
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,436,064
    (8)
    
    
    4.7
    %Colonial Promenade Beechwood
    
    (11)
    
    Athens
    
    
    1963/92
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,140,833
    (8)
    
    
    4.1
    %Subtotal-Georgia
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,991,557
    
    
    
    9.7
    %North Carolina:Colonial Mayberry Mall
    
    
    
    Mount Airy
    
    
    1968/86
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    585,511
    (8)
    
    
    1.1
    %Colonial Shoppes Quaker
    
    
    
    Greensboro
    
    
    1968/88/97
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    753,939
    (8)
    
    
    1.5
    %Colonial Shoppes Yadkinville
    
    
    
    Yadkinville
    
    
    1971/97
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    170,206
    (8)
    
    
    0.3
    %Subtotal-North Carolina
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,509,656
    
    
    
    2.9
    %Tennessee:Rivermont Shopping Center
    
    
    
    Chattanooga
    
    
    1986/97
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    55,764
    (8)
    
    
    0.1
    %Subtotal-Tennessee
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    55,764
    
    
    
    0.1
    %Texas:Colonial Pinnacle Kingwood Commons
    
    (11)
    
    Houston
    
    
    2003
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,511,049
    (8)
    
    
    2.9
    %Colonial Promenade Portofino
    
    (11)
    
    Houston
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,148,738
    (8)
    
    
    6.1
    %Village on Parkway
    
    
    
    Dallas
    
    
    1980
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,178,261
    (8)
    
    
    8.1
    %Subtotal-Texas
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,838,049
    
    
    
    17.1
    %Virginia:Colonial Mall Staunton
    
    
    
    Staunton
    
    
    1969/86/97
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,040,828
    (8)
    
    
    4.0
    %Subtotal-Virginia
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,040,828
    
    
    
    4.0
    %Total
    
    
    
    
    
    
    
    
    
    
    1,042,306
    
    
    
    117
    
    
    
    95.1
    %
    
    $
    9,567,222
    
    
    $
    24.09
    
    
    $
    51,630,567
    
    
    
    100.0
    %
 
 (1)
    
    At December 31, 2007, only four of the properties listed above are 100% owned by us. As
reflected in the notes below, the other properties listed above reflect properties that were
consolidated during 2007 before being sold outright or sold to joint ventures in which we
retained an ownership interest.(2)
    
    Represents year initially completed or, where applicable, year(s) in which the property was
substantially renovated or an additional phase of the property was completed.(3)
    
    For the purposes of this table, GRA refers to gross retail area, which includes gross
leasable area and space owned by anchor tenants. Percent leased excludes anchor-owned space.(4)
    
    Total Annualized Base Rent includes all base rents for our wholly-owned properties.(5)
    
    Includes specialty store space only.(6)
    
    Total Retail Operating Property Revenue for 2007 includes property operating revenue for each
of our four consolidated retail properties at December 31, 2007, as well as 29 consolidated
properties sold during 2007 through the date of sale.(7)
    
    Percent of Total Retail Operating Property Revenue for 2007 represents each of the propertys
proportionate share of Total Retail Operating Property Revenue for 2007 from our four
consolidated retail properties, as well as 29 consolidated properties sold during 2007.(8)
    
    Represents revenues from January 1, 2007 through the date the property was sold during 2007.(9)
    
    Represents revenues from the completion of development of the property through December 31,
2007 or the date the property was sold.(10)
    
    This property is currently in lease-up and is not included in Percent Leased and Average Base
Rent per Leased Square Foot property totals.(11)
    
    These properties were transferred to the OZRE JV. We retained a 15% interest in these
properties through a non-controlling interest in this joint venture.(12)
    
    These properties were transferred to the DRA/CLP JV. We retained a 15% interest in these
properties through a non-controlling interest in this joint venture.(13)
    
    This property was transferred to a joint venture, Colonial Promenade Craft Farms joint
venture. We retained a 15% interest in this property through a non-controlling interest in
this joint venture.(14)
    
    These properties were transferred to a joint venture, Colonial Promenade AlabasterII/Tutwiler
II joint venture. We retained a 5% interest in these properties through a non-controlling
interest in this joint venture.(15)
    
    Represents space owned by anchor tenants. 43




---



##### Table of Contents



Unconsolidated Retail Properties
 AverageBaseRent PerYear
    
    
    GRA
    
    
    Number
    
    
    
    
    
    
    Total
    
    
    LeasedUnconsolidated
    
    
    
    
    
    Completed
    
    
    (Square
    
    
    Of
    
    
    Percent
    
    
    Annualized
    
    
    SquareRetail Property (1)
    
    
    
    Location
    
    (2)
    
    
    Feet) (3)
    
    
    Stores
    
    
    Leased (3)
    
    
    Base Rent (4)
    
    
    Foot (5)Alabama:Colonial Promenade Alabaster OZREJV
    
    
    
    Birmingham
    
    
    2005
    
    
    
    218,681
    
    
    
    27
    
    
    
    94.9
    %
    
    $
    3,115,566
    
    
    $
    18.69Colonial Promenade Alabaster OZREJV
    
    
    
    Birmingham
    
    
    2005
    
    
    
    319,091
    (7)Colonial Promenade Alabaster II 11/31JV
    
    
    
    Birmingham
    
    
    2007
    
    
    
    127,598
    
    
    
    26
    
    
    
    100.0
    %
    
    
    2,069,313
    
    
    
    16.97Colonial Promenade Alabaster II 11/31JV
    
    
    
    Birmingham
    
    
    2007
    
    
    
    225,921
    (7)Colonial Shoppes Colonnade DRA/CLPJV
    
    
    
    Birmingham
    
    
    1989
    
    
    
    125,462
    
    
    
    30
    
    
    
    93.7
    %
    
    
    1,828,594
    
    
    
    18.44Colonial Shoppes Clay OZREJV
    
    
    
    Birmingham
    
    
    1982
    
    
    
    66,175
    
    
    
    11
    
    
    
    91.3
    %
    
    
    716,658
    
    
    
    13.97Colonial Pinnacle Tutwiler II 11/31J/V
    
    
    
    Birmingham
    
    
    2007
    
    
    
    65,000
    
    
    
    2
    
    
    
    100.0
    %
    
    
    877,650
    
    
    
    Colonial Promenade Hoover
    
    
    
    Birmingham
    
    
    2002
    
    
    
    164,866
    
    
    
    34
    
    
    
    92.4
    %
    
    
    1,852,525
    
    
    
    19.05Colonial Promenade Hoover
    
    
    
    Birmingham
    
    
    2002
    
    
    
    215,766
    (7)Colonial Promenade Trussville OZREJV
    
    
    
    Birmingham
    
    
    2000
    
    
    
    388,302
    
    
    
    22
    
    
    
    98.9
    %
    
    
    3,266,563
    
    
    
    14.29Colonial Promenade Trussville II OZREJV
    
    
    
    Birmingham
    
    
    2004
    
    
    
    58,182
    
    
    
    16
    
    
    
    91.8
    %
    
    
    844,699
    
    
    
    17.26Colonial Promenade Trussville II OZREJV
    
    
    
    Birmingham
    
    
    2004
    
    
    
    224,509
    (7)Bel Air Mall JV
    
    
    
    Mobile
    
    
    1966/90/97
    
    
    
    1,000,511
    
    
    
    113
    
    
    
    92.7
    %
    
    
    10,396,852
    
    
    
    22.63Bel Air Mall JV
    
    
    
    Mobile
    
    
    1966/90/97
    
    
    
    333,990
    (7)Colonial Promenade Madison
    
    
    
    Madison
    
    
    2000
    
    
    
    110,712
    
    
    
    15
    
    
    
    100.0
    %
    
    
    1,181,910
    
    
    
    14.96Parkway Place
    
    
    
    Huntsville
    
    
    1975
    
    
    
    287,556
    
    
    
    74
    
    
    
    76.2
    %
    
    
    6,319,565
    
    
    
    28.85Parkway Place
    
    
    
    Huntsville
    
    
    1975
    
    
    
    348,164
    (7)Colonial Promenade Craft Farms LANG/CLPJV
    
    (6)
    
    Gulf Shores
    
    
    2007
    
    
    
    243,024
    
    
    
    25
    
    
    
    
    
    
    
    2,060,348Colonial Promenade Craft Farms LANG/CLPJV
    
    (6)
    
    Gulf Shores
    
    
    2007
    
    
    
    125,000
    (7)University Village Mall JV
    
    
    
    Auburn
    
    
    1973/84/89
    
    
    
    402,008
    
    
    
    47
    
    
    
    87.5
    %
    
    
    2,528,458
    
    
    
    20.56University Village Mall JV
    
    
    
    Auburn
    
    
    1973/84/89
    
    
    
    124,707
    (7)Subtotal-Alabama
    
    
    
    
    
    
    
    
    
    
    5,175,225
    
    
    
    442
    
    
    
    92.1
    %
    
    
    37,058,701
    
    
    
    21.68Florida:Colonial Promenade Burnt Store OZREJV
    
    
    
    Punta Gorda
    
    
    1990
    
    
    
    95,023
    
    
    
    22
    
    
    
    93.9
    %
    
    
    885,203
    
    
    
    15.53Colonial Promenade Hunters Creek OZREJV
    
    
    
    Orlando
    
    
    1993/95
    
    
    
    227,536
    
    
    
    27
    
    
    
    48.6
    %
    
    
    1,462,522
    
    
    
    20.96Colonial Promenade Lakewood OZREJV
    
    
    
    Jacksonville
    
    
    1995
    
    
    
    194,567
    
    
    
    52
    
    
    
    95.1
    %
    
    
    2,157,140
    
    
    
    14.19Colonial Promenade Northdale OZREJV
    
    
    
    Tampa
    
    
    1988
    
    
    
    175,917
    
    
    
    24
    
    
    
    94.6
    %
    
    
    1,760,833
    
    
    
    17.25Colonial Promenade Northdale OZREJV
    
    
    
    Tampa
    
    
    1988
    
    
    
    55,000
    (7)Colonial Promenade TownPark DRACLPJV
    
    
    
    Orlando
    
    
    2003
    
    
    
    199,221
    
    
    
    32
    
    
    
    92.6
    %
    
    
    2,485,631
    
    
    
    24.02Subtotal-Florida
    
    
    
    
    
    
    
    
    
    
    947,264
    
    
    
    157
    
    
    
    82.5
    %
    
    
    8,751,329
    
    
    
    18.07Georgia:
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    .Glynn Place Mall JV
    
    
    
    Brunswick
    
    
    1986
    
    
    
    278,295
    
    
    
    50
    
    
    
    86.3
    %
    
    
    2,731,543
    
    
    
    18.65Glynn Place Mall JV
    
    
    
    Brunswick
    
    
    1986
    
    
    
    225,558
    (7)Valdosta Mall JV
    
    
    
    Valdosta
    
    
    1982/85
    
    
    
    442,549
    
    
    
    54
    
    
    
    81.6
    %
    
    
    4,094,024
    
    
    
    16.65Valdosta Mall JV
    
    
    
    Valdosta
    
    
    1982/85
    
    
    
    93,729
    (7)Colonial Promenade Beechwood OZREJV
    
    
    
    Athens
    
    
    1963/92
    
    
    
    350,091
    
    
    
    39
    
    
    
    99.8
    %
    
    
    3,744,300
    
    
    
    15.99Subtotal-Georgia
    
    
    
    
    
    
    
    
    
    
    1,390,222
    
    
    
    143
    
    
    
    88.8
    %
    
    
    10,569,867
    
    
    
    16.94North Carolina:Greenville Mall JV
    
    
    
    Greenville
    
    
    1965/89/99
    
    
    
    404,956
    
    
    
    57
    
    
    
    92.3
    %
    
    
    4,147,725
    
    
    
    23.32Greenville Mall JV
    
    
    
    Greenville
    
    
    1965/89/99
    
    
    
    46,051
    (7)Subtotal-North Carolina
    
    
    
    
    
    
    
    
    
    
    451,007
    
    
    
    57
    
    
    
    92.3
    %
    
    
    4,147,725
    
    
    
    23.32South Carolina:Myrtle Beach Mall JV
    
    
    
    Myrtle Beach
    
    
    1986
    
    
    
    524,133
    
    
    
    53
    
    
    
    85.6
    %
    
    
    4,278,864
    
    
    
    23.16Subtotal-South Carolina
    
    
    
    
    
    
    
    
    
    
    524,133
    
    
    
    53
    
    
    
    85.6
    %
    
    
    4,278,864
    
    
    
    23.16Tennessee:Colonial Pinnacle Turkey Creek
    
    
    
    Knoxville
    
    
    2005
    
    
    
    487,284
    
    
    
    67
    
    
    
    97.4
    %
    
    
    7,730,367
    
    
    
    22.38Subtotal-Tennessee
    
    
    
    
    
    
    
    
    
    
    487,284
    
    
    
    67
    
    
    
    97.4
    %
    
    
    7,730,367
    
    
    
    22.38Texas:Colonial Pinnacle Kingwood Commons OZRE JV
    
    
    
    Houston
    
    
    2003
    
    
    
    164,356
    
    
    
    28
    
    
    
    87.6
    %
    
    
    2,460,024
    
    
    
    21.33Colonial Promenade Portofino OZRE JV
    
    
    
    Houston
    
    
    
    
    
    
    374,012
    
    
    
    43
    
    
    
    89.3
    %
    
    
    5,056,769
    
    
    
    22.22Subtotal-Texas
    
    
    
    
    
    
    
    
    
    
    538,368
    
    
    
    71
    
    
    
    88.8
    %
    
    
    7,516,793
    
    
    
    21.87Total
    
    
    
    
    
    
    
    
    
    
    9,513,503
    
    
    
    990
    
    
    
    90.0
    %
    
    $
    80,053,646
    
    
    $
    20.62
 Footnotes on the following page 44




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##### Table of Contents



(1)
    
    We hold between a 5%  50% non-controlling interest in these unconsolidated joint ventures.(2)
    
    Represents year initially completed or, where applicable, year(s) in which the property was
substantially renovated or an additional phase of the property was completed.(3)
    
    GRA refers to gross retail area, which includes gross leasable area and space owned by anchor
tenants. Percent leased excludes anchor-owned space.(4)
    
    Total Annualized Base Rent includes all base rents for our partially-owned properties.(5)
    
    Includes specialty store space only.(6)
    
    This property is currently in lease-up and is not included in Percent Leased and Average Base
Rent per Leased Square Foot property totals.(7)
    
    Represents space owned by anchor tenants.
  Net Rentable
    
    
    Annualized
    
    
    Percent of TotalYear of
    
    Number of
    
    
    Area Of
    
    
    Base Rent of
    
    
    Annual Base RentLease
    
    Tenants with
    
    
    Expiring Leases
    
    
    Expiring
    
    
    Represented byExpiration
    
    Expiring Leases
    
    
    (Square Feet) (1)
    
    
    Leases (1)
    
    
    Expiring Leases (1)2008
    
    
    16
    
    
    
    136,052
    
    
    $
    1,128,511
    
    
    
    11.7
    %2009
    
    
    12
    
    
    
    29,776
    
    
    
    564,980
    
    
    
    5.9
    %2010
    
    
    7
    
    
    
    11,954
    
    
    
    283,575
    
    
    
    2.9
    %2011
    
    
    18
    
    
    
    42,386
    
    
    
    1,336,217
    
    
    
    13.9
    %2012
    
    
    26
    
    
    
    116,729
    
    
    
    2,205,098
    
    
    
    22.9
    %2013
    
    
    8
    
    
    
    36,141
    
    
    
    477,525
    
    
    
    5.0
    %2014
    
    
    6
    
    
    
    13,332
    
    
    
    355,995
    
    
    
    3.7
    %2015
    
    
    3
    
    
    
    13,100
    
    
    
    295,980
    
    
    
    3.1
    %2016
    
    
    3
    
    
    
    113,725
    
    
    
    708,000
    
    
    
    7.4
    %2017
    
    
    11
    
    
    
    76,032
    
    
    
    1,460,122
    
    
    
    15.2
    %Thereafter
    
    
    4
    
    
    
    55,074
    
    
    
    815,345
    
    
    
    8.5
    %114
    
    
    
    644,301
    
    
    $
    9,631,348
    
    
    
    100.0
    %
 
 (1)
    
    Annualized base rent is calculated using base rents as of
December 31, 2007.  Net Rentable
    
    
    Annualized
    
    
    Percent of TotalYear of
    
    Number of
    
    
    Area Of
    
    
    Base Rent of
    
    
    Annual Base RentLease
    
    Tenants with
    
    
    Expiring Leases
    
    
    Expiring
    
    
    Represented byExpiration
    
    Expiring Leases
    
    
    (Square Feet)
    
    
    Leases (1)
    
    
    Expiring Leases2008
    
    
    146
    
    
    
    501,549
    
    
    $
    7,340,124
    
    
    
    8.0
    %2009
    
    
    156
    
    
    
    513,811
    
    
    
    7,376,496
    
    
    
    8.1
    %2010
    
    
    159
    
    
    
    610,202
    
    
    
    9,037,447
    
    
    
    9.9
    %2011
    
    
    128
    
    
    
    824,344
    
    
    
    10,537,471
    
    
    
    11.5
    %2012
    
    
    143
    
    
    
    971,821
    
    
    
    12,040,926
    
    
    
    13.2
    %2013
    
    
    83
    
    
    
    519,764
    
    
    
    6,785,514
    
    
    
    7.4
    %2014
    
    
    40
    
    
    
    299,619
    
    
    
    3,460,055
    
    
    
    3.8
    %2015
    
    
    54
    
    
    
    480,976
    
    
    
    5,958,547
    
    
    
    6.5
    %2016
    
    
    69
    
    
    
    569,468
    
    
    
    8,273,357
    
    
    
    9.1
    %2017
    
    
    65
    
    
    
    420,356
    
    
    
    7,360,057
    
    
    
    8.1
    %Thereafter
    
    
    40
    
    
    
    1,341,009
    
    
    
    13,124,310
    
    
    
    14.4
    %1,083
    
    
    
    7,052,919
    
    
    $
    91,294,304
    
    
    
    100.0
    %
 
 (1)
    
    Annualized base rent is calculated using base rents as of
December 31, 2007.  45




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##### Table of Contents



Gross
    
    
    
    
    
    AverageRetail Area
    
    Percent
    
    Base Rent Per LeasedYear-End
    
    (Square Feet)
    
    Leased (1)
    
    Square Foot (1) (2)December 31, 2007
    
    
    1,042,000
    
    
    
    95.1
    %
    
    $
    24.09December 31, 2006
    
    
    7,498,000
    
    
    
    92.9
    %
    
    $
    17.45December 31, 2005
    
    
    8,634,000
    
    
    
    91.7
    %
    
    $
    17.39December 31, 2004
    
    
    14,676,000
    
    
    
    91.0
    %
    
    $
    18.58December 31, 2003
    
    
    13,182,000
    
    
    
    89.0
    %
    
    $
    18.19
 
 (1)
    
    Total Percent Leased and Average Base Rent Per Leased Square Foot is calculated
excluding one property in lease-up at December 31, 2007.(2)
    
    Average base rent per leased square foot is calculated using specialty store
year-end base rent figures.  Gross
    
    
    
    
    
    AverageRetail Area
    
    Percent
    
    Base Rent Per LeasedYear-End
    
    (Square Feet)
    
    Leased (1)
    
    Square Foot (1) (2)December 31, 2007
    
    
    10,556,000
    
    
    
    90.4
    %
    
    $
    20.96December 31, 2006
    
    
    12,738,000
    
    
    
    93.1
    %
    
    $
    19.07December 31, 2005
    
    
    13,453,000
    
    
    
    92.2
    %
    
    $
    18.81December 31, 2004
    
    
    15,294,000
    
    
    
    91.4
    %
    
    $
    19.45December 31, 2003
    
    
    15,343,000
    
    
    
    89.6
    %
    
    $
    19.84
 
 (1)
    
    Total Percent Leased and Average Base Rent Per Leased Square Foot is calculated
excluding one property in lease-up at December 31, 2007.(2)
    
    Average base rent per leased square foot is calculated using specialty store
year-end base rent figures. For-Sale Residential
  Undeveloped Land
  Property Markets
  46




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##### Table of Contents



Geographic Concentration of Consolidated Properties
 Total Operating
    
    
    Percent of TotalTotal 2007 Consolidated
    
    
    Revenues from
    
    
    Property Revenue
    
    
    2007 ConsolidatedUnits
    
    
    NRA
    
    
    GRA
    
    
    Operating
    
    
    Discontinued
    
    
    from
    
    
    OperatingState
    
    (Multifamily) (1)
    
    
    (Office)(2)
    
    
    (Retail) (3)
    
    
    Property Revenue
    
    
    Operations in 2007 (4)
    
    
    Continuing Operations
    
    
    Property RevenueAlabama
    
    
    2,499
    
    
    
    206,703
    
    
    
    880,747
    
    
    $
    70,640,789
    
    
    $
    6,229,630
    
    
    $
    64,411,159
    
    
    
    18.7
    %Arizona
    
    
    952
    
    
    
    
    
    
    
    
    
    
    
    9,104,929
    
    
    
    
    
    
    
    9,104,929
    
    
    
    2.6
    %Florida
    
    
    3,069
    
    
    
    
    
    
    
    161,559
    
    
    
    70,408,344
    
    
    
    7,913,348
    
    
    
    62,494,996
    
    
    
    18.2
    %Georgia
    
    
    4,431
    
    
    
    
    
    
    
    
    
    
    
    55,558,060
    
    
    
    3,289,619
    
    
    
    52,268,441
    
    
    
    15.2
    %Mississippi
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,356,075
    
    
    
    2,356,075
    
    
    
    
    
    
    
    0.0
    %North Carolina
    
    
    7,128
    
    
    
    
    
    
    
    
    
    
    
    65,435,713
    
    
    
    15,655,888
    
    
    
    49,779,825
    
    
    
    14.5
    %South Carolina
    
    
    1,578
    
    
    
    
    
    
    
    
    
    
    
    16,455,128
    
    
    
    1,207,563
    
    
    
    15,247,565
    
    
    
    4.4
    %Tennessee
    
    
    645
    
    
    
    
    
    
    
    
    
    
    
    6,972,158
    
    
    
    3,207,077
    
    
    
    3,765,081
    
    
    
    1.1
    %Texas
    
    
    7,190
    
    
    
    
    
    
    
    
    
    
    
    77,312,178
    
    
    
    17,124,052
    
    
    
    60,188,126
    
    
    
    17.5
    %Virginia
    
    
    2,879
    
    
    
    
    
    
    
    
    
    
    
    32,391,939
    
    
    
    5,934,600
    
    
    
    26,457,339
    
    
    
    7.7
    %Total
    
    
    30,371
    
    
    
    206,703
    
    
    
    1,042,306
    
    
    $
    406,635,313
    
    
    $
    62,917,852
    
    
    $
    343,717,461
    (5)
    
    
    100.0
    %
 
 (1)
    
    Units (in this table only) refer to multifamily apartment units.(2)
    
    NRA refers to net rentable area of office space.(3)
    
    GRA refers to gross retail area, which includes gross leasable area and space owned by anchor
tenants.(4)
    
    See Note 5 to our Notes to Consolidated Financial Statements contained in Item 8 of this Form
10-K.(5)
    
    Total Operating Property Revenue from Continuing Operations can be calculated by adding
Minimum rent, Minimum rent from affiliates, Percentage rent, Tenant recoveries and Other
property related revenue on our Consolidated Statements of Income and Comprehensive Income.  Mortgage Financing
  47




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##### Table of Contents



Mortgage Debt and Notes Payable
 (dollars
in thousands)
 Principal Balance
    
    
    Anticipated Annual Debt
    
    
    
    
    
    Balance Due onProperty (1)
    
    Interest Rate
    
    
    (as of 12/31/07)
    
    
    Service (1/1/08 - 12/31/08)
    
    
    Maturity Date
    
    
    MaturityMultifamily PropertiesCG at Trinity Commons
    
    
    6.100
    %(3)
    
    $
    16,725
    
    
    $
    17,745
    
    
    
    05/31/08
    
    
    $
    16,725CV at Timber Crest
    
    
    6.100
    %(3)
    
    
    14,325
    
    
    
    15,199
    
    
    
    05/31/08
    
    
    
    14,325CG at Wilmington
    
    
    6.100
    %(3)
    
    
    12,276
    
    
    
    13,025
    
    
    
    05/31/08
    
    
    
    12,276CG at Godley Station
    
    
    5.550
    %
    
    
    18,482
    
    
    
    1,671
    
    
    
    06/01/25
    
    
    
    Other debt:Land Loan
    
    
    5.600
    %(3)
    
    
    249
    
    
    
    263
    
    
    
    09/30/08
    
    
    
    Unsecured Credit Facility (2)
    
    
    5.350
    %(3)
    
    
    39,316
    
    
    
    2,103
    
    
    
    06/15/12
    
    
    
    39,316Medium Term Notes
    
    
    8.800
    %
    
    
    20,000
    
    
    
    1,760
    
    
    
    02/01/10
    
    
    
    20,000Medium Term Notes
    
    
    8.800
    %
    
    
    5,000
    
    
    
    440
    
    
    
    03/15/10
    
    
    
    5,000Medium Term Notes
    
    
    8.050
    %
    
    
    10,000
    
    
    
    805
    
    
    
    12/27/10
    
    
    
    10,000Medium Term Notes
    
    
    8.080
    %
    
    
    10,000
    
    
    
    808
    
    
    
    12/24/10
    
    
    
    10,000Senior Unsecured Notes
    
    
    6.875
    %
    
    
    100,000
    
    
    
    6,875
    
    
    
    08/15/12
    
    
    
    100,000Senior Unsecured Notes
    
    
    6.150
    %
    
    
    125,000
    
    
    
    7,688
    
    
    
    04/15/13
    
    
    
    125,000Senior Unsecured Notes
    
    
    4.800
    %
    
    
    100,000
    
    
    
    4,800
    
    
    
    04/01/11
    
    
    
    100,000Senior Unsecured Notes
    
    
    6.250
    %
    
    
    300,000
    
    
    
    18,750
    
    
    
    06/15/14
    
    
    
    300,000Senior Unsecured Notes
    
    
    4.750
    %
    
    
    275,000
    
    
    
    13,063
    
    
    
    02/01/10
    
    
    
    275,000Senior Unsecured Notes
    
    
    5.500
    %
    
    
    325,000
    
    
    
    17,875
    
    
    
    10/01/15
    
    
    
    325,000Senior Unsecured Notes
    
    
    6.050
    %
    
    
    275,000
    
    
    
    16,638
    
    
    
    09/01/16
    
    
    
    275,000Unamortized Discounts
    
    
    
    
    
    
    (4,534
    )
    
    
    
    
    
    
    
    
    
    
    (4,534
    )TOTAL CONSOLIDATED DEBT
    
    
    5.804
    %
    
    $
    1,641,839
    
    
    $
    139,506
    
    
    
    
    
    
    $
    1,623,108
 
 (1)
    
    Certain of the properties were developed in phases and separate mortgage indebtedness may
encumber each of the various phases. In the listing of property names, CG has been used as an
abbreviation for Colonial Grand and CV as an abbreviation for Colonial Village.(2)
    
    This unsecured credit facility bears interest at a variable rate, based on LIBOR plus a
spread of 75 basis points. The facility also includes a competitive bid feature that allows
us to convert up to $250 million under the unsecured credit facility to a fixed rate, for a
fixed term not to exceed 90 days. At December 31, 2007, we had no amounts outstanding under
the competitive bid feature.(3)
    
    Represents variable rate debt.  
 Item 3. Legal Proceedings.
  
 Item 4. Submission of Matters to a Vote of Security Holders.
  48




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##### Table of Contents



PART II
 
 Item 5. Market for Registrants Common Equity and Related Shareholder Matters.
    Calendar Period
    
    Distribution2007:First Quarter
    
    $
    .68Second Quarter (1)
    
    $
    .89Third Quarter
    
    $
    .68Fourth Quarter
    
    $
    .502006:First Quarter
    
    $
    .68Second Quarter
    
    $
    .68Third Quarter
    
    $
    .68Fourth Quarter
    
    $
    .68
 
 (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 14 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 6. Selected Financial Data.
  (in thousands, except per unit data)
    
    2007
    
    
    2006
    
    
    2005
    
    
    2004
    
    
    2003OPERATING DATATotal revenue
    
    $
    401,517
    
    
    $
    445,377
    
    
    $
    374,568
    
    
    $
    235,942
    
    
    $
    199,412Expenses:Depreciation and amortization
    
    
    113,703
    
    
    
    135,578
    
    
    
    140,922
    
    
    
    67,600
    
    
    
    53,323Impairment charges
    
    
    43,679
    
    
    
    1,600
    
    
    
    
    
    
    
    
    
    
    
    Other operating
    
    
    220,970
    
    
    
    214,484
    
    
    
    158,909
    
    
    
    97,536
    
    
    
    78,280Income from operations
    
    
    23,165
    
    
    
    93,715
    
    
    
    74,737
    
    
    
    70,806
    
    
    
    67,809Interest expense
    
    
    90,390
    
    
    
    119,445
    
    
    
    116,587
    
    
    
    67,796
    
    
    
    56,712Interest income
    
    
    7,590
    
    
    
    7,753
    
    
    
    4,397
    
    
    
    1,051
    
    
    
    773Other income, net
    
    
    120,728
    
    
    
    105,482
    
    
    
    12,974
    
    
    
    13,139
    
    
    
    8,039Income from continuing operations
    
    
    (24,300
    )
    
    
    89,111
    
    
    
    67,156
    
    
    
    16,975
    
    
    
    19,909Income from discontinued operations
    
    
    100,988
    
    
    
    163,754
    
    
    
    216,313
    
    
    
    60,339
    
    
    
    54,872Distributions to preferred unitholders
    
    
    20,689
    
    
    
    28,153
    
    
    
    29,641
    
    
    
    22,274
    
    
    
    28,608Net income available to common unitholders
    
    
    55,639
    
    
    
    222,584
    
    
    
    253,828
    
    
    
    55,040
    
    
    
    46,173Per unit  basic:Income from continuing operations
    
    $
    (0.80
    )
    
    $
    1.05
    
    
    $
    0.77
    
    
    $
    (0.14
    )
    
    $
    (0.25
    )Income from discontinued operations
    
    
    1.78
    
    
    
    2.92
    
    
    
    4.41
    
    
    
    1.61
    
    
    
    1.55Net income per unit  basic
    
    $
    0.98
    
    
    $
    3.96
    
    
    $
    5.18
    
    
    $
    1.47
    
    
    $
    1.30Per unit  diluted:Income from continuing operations
    
    $
    (0.80
    )
    
    $
    1.03
    
    
    $
    0.75
    
    
    $
    (0.14
    )
    
    $
    (0.24
    )Income from discontinued operations
    
    
    1.78
    
    
    
    2.89
    
    
    
    4.38
    
    
    
    1.59
    
    
    
    1.54Net income per unit  diluted
    
    $
    0.98
    
    
    $
    3.92
    
    
    $
    5.13
    
    
    $
    1.45
    
    
    $
    1.29Distributions per unit (1)
    
    $
    2.75
    
    
    $
    2.72
    
    
    $
    2.70
    
    
    $
    2.68
    
    
    $
    2.66BALANCE SHEET DATALand, buildings and equipment, net
    
    $
    2,394,587
    
    
    $
    3,562,951
    
    
    $
    3,888,927
    
    
    $
    2,426,379
    
    
    $
    1,970,695Total assets
    
    
    3,229,637
    
    
    
    4,431,774
    
    
    
    4,499,227
    
    
    
    2,801,324
    
    
    
    2,194,867Total long-term liabilities
    
    
    1,641,839
    
    
    
    2,397,906
    
    
    
    2,494,350
    
    
    
    1,855,787
    
    
    
    1,267,865OTHER DATATotal properties (at end of year)
    
    
    200
    
    
    
    223
    
    
    
    261
    
    
    
    153
    
    
    
    112
 
 (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 14 to our Notes to
Consolidated Financial Statements included in Item 8 of this Form 10-K). 50




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##### Table of Contents



Item 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations.
  General
    Strategic Initiative
   51




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##### Table of Contents



Executive Summary of Results of Operations
    
    
    Total multifamily revenues decreased $4.0 million, or 1.3%, compared to 2006 primarily
as a result of the net of four acquisitions and 12 dispositions during 2007, compared to 10
acquisitions and 16 dispositions during 2006.
    
    Total multifamily NOI decreased $1.9 million, or 1.1%, compared to 2006 as a result of
the net of four acquisitions and 12 dispositions during 2007, compared to 10 acquisitions
and 16 dispositions during 2006.
    
    Office and Retail NOI and Rental revenues associated with our office and retail assets decreased due to:
 o
    
    the office and retail joint venture transactions that were consummated during June 2007;o
    
    the sale of 85% of our interest in the office assets contributed to the
Colonial Center Mansell joint venture in June 2006;o
    
    the outright sale of three other office assets throughout the remainder of 2006; ando
    
    the outright sale of 16 retail assets during 2007.
 
    
    We incurred a $43.3 million non-cash impairment charge ($26.8 million net of income tax)
related to our for-sale residential business, a $2.5 million impairment charge related to a
retail asset sold during 2007 and an $0.8 million impairment charge as a result of fires at
two of our multifamily apartment communities .
    
    Commercial development sales and for-sale residential sales contributed approximately
$17.0 million of net income, excluding impact of impairment charge.
    
    Operations for 2007 included approximately $20.5 million of net expenses associated with
our strategic initiative (see below for detailed discussion of these expenses).
  52




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##### Table of Contents



Reconciliation of Operating Results Summary to Consolidated Statements of Income and Comprehensive
Income
  2007
    
    
    2006
    
    
    2005Continuing
    
    
    Discontinued
    
    
    
    
    
    
    Continuing
    
    
    Discontinued
    
    
    
    
    
    
    Continuing
    
    
    DiscontinuedOperations
    
    
    Operations
    
    
    Total
    
    
    Operations
    
    
    Operations
    
    
    Total
    
    
    Operations
    
    
    Operations
    
    
    TotalRental revenues (1)
    
    $
    343,717
    
    
    $
    62,918
    
    
    $
    406,635
    
    
    $
    397,200
    
    
    $
    138,853
    
    
    $
    536,053
    
    
    $
    366,629
    
    
    $
    175,611
    
    
    $
    542,240Construction revenues
    
    
    38,448
    
    
    
    
    
    
    
    38,448
    
    
    
    30,484
    
    
    
    
    
    
    
    30,484
    
    
    
    
    
    
    
    
    
    
    
    Non-property
related revenues
    
    
    19,352
    
    
    
    
    
    
    
    19,352
    
    
    
    17,693
    
    
    
    
    
    
    
    17,693
    
    
    
    7,939
    
    
    
    7,049
    
    
    
    14,988Property operating
expenses
(rental expense
and real estate
taxes)
    
    
    (128,386
    )
    
    
    (26,242
    )
    
    
    (154,628
    )
    
    
    (138,767
    )
    
    
    (55,637
    )
    
    
    (194,404
    )
    
    
    (122,169
    )
    
    
    (68,883
    )
    
    
    (191,052
    )Construction
expenses
    
    
    (34,546
    )
    
    
    
    
    
    
    (34,546
    )
    
    
    (29,411
    )
    
    
    
    
    
    
    (29,411
    )
    
    
    
    
    
    
    
    
    
    
    Property management
expenses
    
    
    (12,182
    )
    
    
    
    
    
    
    (12,182
    )
    
    
    (12,590
    )
    
    
    
    
    
    
    (12,590
    )
    
    
    (12,615
    )
    
    
    
    
    
    
    (12,615
    )General and
adminstrative
expenses
    
    
    (27,160
    )
    
    
    
    
    
    
    (27,160
    )
    
    
    (21,098
    )
    
    
    
    
    
    
    (21,098
    )
    
    
    (19,549
    )
    
    
    
    
    
    
    (19,549
    )Management fee and
other expenses
    
    
    (15,677
    )
    
    
    
    
    
    
    (15,677
    )
    
    
    (12,618
    )
    
    
    
    
    
    
    (12,618
    )
    
    
    (4,576
    )
    
    
    (5,300
    )
    
    
    (9,876
    )Restructuring
charges
    
    
    (3,019
    )
    
    
    
    
    
    
    (3,019
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Depreciation and
amortization
    
    
    (113,703
    )
    
    
    (11,001
    )
    
    
    (124,704
    )
    
    
    (135,578
    )
    
    
    (36,045
    )
    
    
    (171,623
    )
    
    
    (140,922
    )
    
    
    (52,866
    )
    
    
    (193,788
    )Impairment charges
    
    
    (43,679
    )
    
    
    (2,950
    )
    
    
    (46,629
    )
    
    
    (1,600
    )
    
    
    
    
    
    
    (1,600
    )
    
    
    
    
    
    
    
    
    
    
    Interest expense
and debt cost
amortization
    
    
    (90,390
    )
    
    
    (5,501
    )
    
    
    (95,891
    )
    
    
    (119,445
    )
    
    
    (14,918
    )
    
    
    (134,363
    )
    
    
    (116,587
    )
    
    
    (21,605
    )
    
    
    (138,192
    )Loss on retirement
of debt
    
    
    (9,120
    )
    
    
    (3,403
    )
    
    
    (12,523
    )
    
    
    (641
    )
    
    
    (562
    )
    
    
    (1,203
    )
    
    
    
    
    
    
    
    
    
    
    Income taxes
    
    
    15,831
    
    
    
    
    
    
    
    15,831
    
    
    
    (189
    )
    
    
    
    
    
    
    (189
    )
    
    
    (1,551
    )
    
    
    
    
    
    
    (1,551
    )Gains on
hedging activity


    345
    
    
    
    
    
    
    
    345
    
    
    
    5,535
    
    
    
    
    
    
    
    5,535
    
    
    
    886
    
    
    
    
    
    
    
    886Other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,000
    
    
    
    
    
    
    
    4,000Interest income
    
    
    7,590
    
    
    
    8
    
    
    
    7,598
    
    
    
    7,753
    
    
    
    34
    
    
    
    7,787
    
    
    
    4,397
    
    
    
    67
    
    
    
    4,464Income (loss) from
unconsolidated
entities
    
    
    11,207
    
    
    
    
    
    
    
    11,207
    
    
    
    34,823
    
    
    
    
    
    
    
    34,823
    
    
    
    910
    
    
    
    (186
    )
    
    
    724Gains, net of
income taxes
    
    
    29,433
    
    
    
    91,147
    
    
    
    120,580
    
    
    
    66,794
    
    
    
    134,619
    
    
    
    201,413
    
    
    
    105,609
    
    
    
    183,011
    
    
    
    288,620Transaction costs
    
    
    (11,026
    )
    
    
    
    
    
    
    (11,026
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Minority interest
of limited partners
    
    
    (1,335
    )
    
    
    (3,988
    )
    
    
    (5,323
    )
    
    
    766
    
    
    
    (2,591
    )
    
    
    (1,825
    )
    
    
    (5,245
    )
    
    
    (585
    )
    
    
    (5,830
    )Net income (loss)
    
    
    (24,300
    )
    
    
    100,988
    
    
    
    76,688
    
    
    
    89,111
    
    
    
    163,754
    
    
    
    252,865
    
    
    
    67,156
    
    
    
    216,313
    
    
    
    283,469Dividends to
preferred
unitholders
    
    
    (20,689
    )
    
    
    
    
    
    
    (20,689
    )
    
    
    (28,153
    )
    
    
    
    
    
    
    (28,153
    )
    
    
    (29,641
    )
    
    
    
    
    
    
    (29,641
    )Preferred share
issuance costs
write-off
    
    
    (360
    )
    
    
    
    
    
    
    (360
    )
    
    
    (2,128
    )
    
    
    
    
    
    
    (2,128
    )
    
    
    
    
    
    
    
    
    
    
    Net income (loss)
available to common
shareholders
    
    $
    (45,349
    )
    
    $
    100,988
    
    
    $
    55,639
    
    
    $
    58,830
    
    
    $
    163,754
    
    
    $
    222,584
    
    
    $
    37,515
    
    
    $
    216,313
    
    
    $
    253,828
 
 (1)
    
    Rental revenues include minimum rent, percentage rent, tenant recoveries and
other property related revenue from our Consolidated Statements of
Income. Operating Results Summary
  53




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##### Table of Contents



2007 v 2006
    
    
    2006 v 2005(amounts in thousands)
    
    2007
    
    
    2006
    
    
    2005
    
    
    Variance
    
    
    VarianceRental revenues:Multifamily
    
    $
    297,655
    
    
    $
    301,613
    
    
    $
    264,218
    
    
    $
    (3,958
    )
    
    $
    37,395Office
    
    
    57,349
    
    
    
    138,645
    
    
    
    124,992
    
    
    
    (81,296
    )
    
    
    13,653Retail
    
    
    51,631
    
    
    
    95,794
    
    
    
    153,030
    
    
    
    (44,163
    )
    
    
    (57,236
    )Total rental revenues
    
    
    406,635
    
    
    
    536,052
    
    
    
    542,240
    
    
    
    (129,417
    )
    
    
    (6,188
    )Property operating expenses (rental expenses and real estate
taxes):Multifamily
    
    
    (119,540
    )
    
    
    (121,586
    )
    
    
    (105,888
    )
    
    
    2,046
    
    
    
    (15,698
    )Office
    
    
    (19,148
    )
    
    
    (46,450
    )
    
    
    (39,744
    )
    
    
    27,302
    
    
    
    (6,706
    )Retail
    
    
    (15,940
    )
    
    
    (26,367
    )
    
    
    (45,420
    )
    
    
    10,427
    
    
    
    19,053Total property operating expenses
    
    
    (154,628
    )
    
    
    (194,403
    )
    
    
    (191,052
    )
    
    
    39,775
    
    
    
    (3,351
    )Net operating income (rental revenues less property
operating expenses) (1)
    
    $
    252,007
    
    
    $
    341,649
    
    
    $
    351,188
    
    
    $
    (89,642
    )
    
    $
    (9,539
    )Multifamily Margin (NOI/rental revenues) (2):
    
    
    59.8
    %
    
    
    59.7
    %
    
    
    59.9
    %
    
    
    (0.1
    %)
    
    
    (0.2
    %)Multifamily occupancy at end of period (3):
    
    
    96.0
    %
    
    
    95.5
    %
    
    
    95.3
    %
    
    
    0.5
    %
    
    
    0.2
    %Construction revenues
    
    
    38,448
    
    
    
    30,484
    
    
    
    
    
    
    
    7,964
    
    
    
    30,484Construction expenses
    
    
    (34,546
    )
    
    
    (29,411
    )
    
    
    
    
    
    
    (5,135
    )
    
    
    (29,411
    )Non-property related revenues
    
    
    19,352
    
    
    
    17,693
    
    
    
    14,988
    
    
    
    1,659
    
    
    
    2,705Depreciation & amortization
    
    
    (124,704
    )
    
    
    (171,623
    )
    
    
    (193,788
    )
    
    
    46,919
    
    
    
    22,165Property management expenses
    
    
    (12,182
    )
    
    
    (12,590
    )
    
    
    (12,615
    )
    
    
    408
    
    
    
    25General and administrative expenses
    
    
    (27,160
    )
    
    
    (21,098
    )
    
    
    (19,549
    )
    
    
    (6,062
    )
    
    
    (1,549
    )Management fee and other expense
    
    
    (15,677
    )
    
    
    (12,618
    )
    
    
    (9,876
    )
    
    
    (3,059
    )
    
    
    (2,742
    )Restructuring charges
    
    
    (3,019
    )
    
    
    
    
    
    
    
    
    
    
    (3,019
    )
    
    
    Impairment charges
    
    
    (46,629
    )
    
    
    (1,600
    )
    
    
    
    
    
    
    (45,029
    )
    
    
    (1,600
    )Interest expense & debt cost amortization
    
    
    (95,891
    )
    
    
    (134,363
    )
    
    
    (138,192
    )
    
    
    38,472
    
    
    
    3,829Loss on retirement of debt
    
    
    (12,523
    )
    
    
    (1,203
    )
    
    
    
    
    
    
    (11,320
    )
    
    
    (1,203
    )Interest income
    
    
    7,598
    
    
    
    7,787
    
    
    
    4,464
    
    
    
    (189
    )
    
    
    3,323Income taxes
    
    
    15,831
    
    
    
    (189
    )
    
    
    (1,551
    )
    
    
    16,020
    
    
    
    1,362Gains on hedging activity
    
    
    345
    
    
    
    5,535
    
    
    
    886
    
    
    
    (5,190
    )
    
    
    4,649Transaction costs
    
    
    (11,026
    )
    
    
    
    
    
    
    
    
    
    
    (11,026
    )
    
    
    Other
    
    
    
    
    
    
    
    
    
    
    4,000
    
    
    
    
    
    
    
    (4,000
    )Earnings from continuing and discontinued operations
    
    
    (49,776
    )
    
    
    18,453
    
    
    
    (45
    )
    
    
    (57,203
    )
    
    
    18,498Equity in earnings from unconsolidated entities
    
    
    11,207
    
    
    
    34,823
    
    
    
    724
    
    
    
    (23,616
    )
    
    
    34,099Gains from sale of property, net of income taxes
    
    
    120,580
    
    
    
    201,413
    
    
    
    288,620
    
    
    
    (80,833
    )
    
    
    (87,207
    )Minority interest of limited partners
    
    
    (5,323
    )
    
    
    (1,825
    )
    
    
    (5,830
    )
    
    
    (3,499
    )
    
    
    4,006Net income
    
    $
    76,688
    
    
    $
    252,865
    
    
    $
    283,469
    
    
    $
    (165,151
    )
    
    $
    (30,605
    )
 
 (1)
    
    Net operating income is a non-GAAP financial measure. See discussion related to this
measure above under Executive Summary of Results of Operations. Multifamily NOI, Office
NOI and Retail NOI each can be calculated by subtracting operating expenses from rental
revenues.(2)
    
    Multifamily Margin is calculated by subtracting multifamily operating expenses from
multifamily rental revenues and dividing the difference by multifamily rental revenues.(3)
    
    Multifamily occupancy at end of period consists of physical occupancy for consolidated
properties in our multifamily portfolio at the end of the applicable period. 54




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##### Table of Contents



Operating Results  2007 compared to 2006
 Multifamily analysis
   Commercial property analysis
  Construction activities
  Non-property related revenues
  Depreciation and amortization expenses
  55




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##### Table of Contents



General and administrative expenses
  Management fee and other expenses
  Property management expenses
  Restructuring charges
  Impairments
    Interest expense and debt cost amortization
  Loss on retirement of debt
  56




---



##### Table of Contents



Income taxes
  Gains on hedging activities
  Equity in earnings from unconsolidated entities
  Gains from sales of property
  Transaction costs
  Dividends to preferred shareholders
  Discontinued Operations
  Operating Results  2006 compared to 2005
 Multifamily analysis
  57




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##### Table of Contents



Commercial property analysis
  Construction activities
  Non-property related revenues
  Depreciation and amortization expenses
  General and administrative expenses
  Management fee and other expenses
  Property management expenses
  Impairments
  Interest expense
  58




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##### Table of Contents



Interest income
  Gains on hedging activities
  Other
  Gains from sales of property
  Discontinued operations
  Preferred share issuance costs write-off
  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
 59




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##### Table of Contents



Land, Buildings, and Equipment
 Accounting for the Impairment or Disposal of Long-Lived
Assets
  Useful LivesBuildings
    
    20 - 40 yearsFurniture and fixtures
    
    5 or 7 yearsEquipment
    
    3 or 5 yearsLand improvements
    
    10 or 15 yearsTenant improvements
    
    Life of lease
  Acquisition of Real Estate Assets Business
Combinations Determining Whether a
Non-monetary Transaction Involves Receipt of Productive Assets or of a Business
   60




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##### Table of Contents



Undeveloped Land and Construction in Progress
   Valuation of Receivables
  Notes Receivable
 61




---



##### Table of Contents



Share-Based Compensation Share Based Payment Accounting for Stock-Based Compensation
 Revenue Recognition Accounting for Sales
of Real Estate
      Segment Reporting Disclosures about Segments of an Enterprise
and Related Information
 62




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##### Table of Contents



Investments in Joint Ventures Accounting for
Investments in Real Estate Ventures
 Recent
Accounting Pronouncements Fair Value Measurements Accounting for Leases,
 Applicability of the Assessment of a
Buyers Continuing Investment under FASB Statement No. 66 for Sales of Condominiums
 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
 63




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##### Table of Contents



Liquidity and Capital Resources
    Strategic Change
  Short-Term Liquidity Needs
     64




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##### Table of Contents



Long-Term Liquidity Needs
       
    
    extend the maturity date from March 22, 2008 to
June 21, 2012;
    
    amend certain financial covenants, including, the secured debt to total asset value
ratio, the fixed charge coverage
ratio, unencumbered leverage ratio and, in certain circumstances, the debt to total asset
value ratio;
 65




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##### Table of Contents




    
    increase the applicable margin at each pricing level with respect to revolving loans
that are LIBOR loans;
    
    increase the capitalization rate from 6.75% to 7.50% for multifamily properties, from
8.00% to 8.25% for retail
properties and from 8.25% to 8.75% for office properties;
    
    include certain income, gain or loss in up to 15% of EBITDA used to calculate the fixed
charge coverage ratio;
    
    increase the L/C commitment amount from $25 million to $30 million;
    
    increase the swingline commitment from to $40 million to $50 million;
    
    increase the additional amount of revolving loan commitments that CRLP may request
from $150 million to $200
million; and
    
    eliminate our one-time right to extend the revolving loan termination date and the
term loan termination date
to March 22, 2009 upon satisfaction of certain conditions.
    Investing Activities
   Distributions
  66




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##### Table of Contents



Financing Transactions
     Credit Ratings
  Rating Agency
    
    Rating
    
    Last updateStandard & Poors
    
    BBB-        (1)
    
    January 18, 2008Moodys
    
    Baa3        (2)
    
    September 27, 2007Fitch
    
    BBB-        (1)
    
    March 19, 2007
 
 (1)
    
    Ratings outlook is stable.(2)
    
    Ratings outlook is negative.   Market Risk
  67




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##### Table of Contents



EstimatedFair2008
    
    2009
    
    2010
    
    2011
    
    2012
    
    Thereafter
    
    Total
    
    ValueFixed Rate Debt
    
    $
    379
    
    
    $
    682
    
    
    $
    320,721
    
    
    $
    100,762
    
    
    $
    100,805
    
    
    $
    1,035,599
    
    
    $
    1,558,948
    
    
    $
    1,590,198Average interest rate
at December 31, 2007
    
    
    5.6
    %
    
    
    5.6
    %
    
    
    5.3
    %
    
    
    4.8
    %
    
    
    6.9
    %
    
    
    5.9
    %
    
    
    5.8
    %Variable Debt
    
    $
    43,575
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    39,316
    
    
    $
    
    
    
    $
    82,891
    
    
    $
    82,891Average interest rate
at December 31, 2007
    
    
    6.1
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5.4
    %
    
    
    
    
    
    
    5.8
    %
        68




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##### Table of Contents



Contractual Obligations and Other Commercial Commitments
  Contractual Obligations
 (in thousands)
    
    Total
    
    2008
    
    2009
    
    2010
    
    2011
    
    2012
    
    ThereafterLong-Term Debt Principal:Consolidated
    
    $
    1,641,839
    
    
    $
    43,954
    
    
    $
    682
    
    
    $
    320,721
    
    
    $
    100,762
    
    
    $
    140,121
    
    
    $
    1,035,599Partially-Owned Entities (1)
    
    
    544,208
    
    
    
    118,096
    
    
    
    31,499
    
    
    
    71,123
    
    
    
    9,517
    
    
    
    5,726
    
    
    
    308,247Long-Term Debt Interest:Consolidated
    
    
    557,024
    
    
    
    93,742
    
    
    
    92,630
    
    
    
    78,689
    
    
    
    72,154
    
    
    
    67,236
    
    
    
    152,573Partially-Owned Entities (1)
    
    
    159,472
    
    
    
    29,096
    
    
    
    23,793
    
    
    
    21,649
    
    
    
    19,154
    
    
    
    18,825
    
    
    
    46,955Long-Term Debt Principal and Interest:Consolidated
    
    
    2,198,863
    
    
    
    137,696
    
    
    
    93,312
    
    
    
    399,410
    
    
    
    172,916
    
    
    
    207,357
    
    
    
    1,188,172Partially-Owned Entities (1)
    
    
    703,680
    
    
    
    147,192
    
    
    
    55,292
    
    
    
    92,772
    
    
    
    28,671
    
    
    
    24,551
    
    
    
    355,202Total
    
    $
    2,902,543
    
    
    $
    284,888
    
    
    $
    148,604
    
    
    $
    492,182
    
    
    $
    201,587
    
    
    $
    231,908
    
    
    $
    1,543,374
 
 (1)
    
    Represents our pro rata share of principal maturities (excluding net premiums and discounts)
and interest. 69




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##### Table of Contents



Other Commercial Commitments
 Total Amounts(in thousands)
    
    Committed
    
    2008
    
    2009
    
    2010
    
    2011
    
    2012
    
    ThereafterStandby Letters of Credit
    
    $
    7,242
    
    
    $
    7,242
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    
    
    
    
    $
    Guarantees
    
    
    34,550
    
    
    
    21,400
    
    
    
    8,650
    
    
    
    3,500
    
    
    
    
    
    
    
    
    
    
    
    1,000Total Commercial
Commitments
    
    $
    41,792
    
    
    $
    28,642
    
    
    $
    8,650
    
    
    $
    3,500
    
    
    $
    
    
    
    
    
    
    
    $
    1,000
 Commitments and Contingencies
    Guarantees and Other Arrangements
     70




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##### Table of Contents



Off-Balance Sheet Arrangements
  Outlook
    Inflation
  71




---



##### 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
         72




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##### Table of Contents



COLONIAL REALTY LIMITED PARTNERSHIP
CONSOLIDATED BALANCE SHEETS  (amounts in thousands)
 December 31, 2007 and 20062007
    
    
    2006ASSETSLand, buildings, & equipment, net
    
    $
    2,431,064
    
    
    $
    3,601,865Undeveloped land and construction in progress
    
    
    531,410
    
    
    
    434,196Less: Accumulated Depreciation
    
    
    (290,118
    )
    
    
    (420,359
    )Real estate assets held for sale, net
    
    
    253,641
    
    
    
    381,445Net real estate assets
    
    
    2,925,997
    
    
    
    3,997,147Cash and equivalents
    
    
    92,841
    
    
    
    87,647Restricted cash
    
    
    10,005
    
    
    
    15,907Accounts receivable, net
    
    
    25,534
    
    
    
    26,138Prepaid expenses
    
    
    8,845
    
    
    
    61,269Notes receivable
    
    
    30,756
    
    
    
    19,519Deferred debt and lease costs
    
    
    15,637
    
    
    
    42,258Investment in partially owned entities
    
    
    69,682
    
    
    
    92,892Deferred tax asset
    
    
    19,897
    
    
    
    3,123Other assets
    
    
    30,443
    
    
    
    85,874Total Assets
    
    $
    3,229,637
    
    
    $
    4,431,774LIABILITIES AND PARTNERS EQUITYNotes and mortgages payable
    
    $
    1,575,921
    
    
    $
    2,165,884Unsecured credit facility
    
    
    39,316
    
    
    
    185,000Mortgages payable related to real estate held for sale
    
    
    26,602
    
    
    
    47,022Total long-term liabilities
    
    
    1,641,839
    
    
    
    2,397,906Accounts payable
    
    
    68,858
    
    
    
    75,185Accrued interest
    
    
    23,064
    
    
    
    32,469Accrued expenses
    
    
    16,425
    
    
    
    16,557Other liabilities
    
    
    11,966
    
    
    
    26,546Total liabilities
    
    
    1,762,152
    
    
    
    2,548,663Limited partners redeemable units, at redemption value - 10,052,778 and
10,579,261 units outstanding at December 31, 2007 and 2006,
respectively
    
    
    227,494
    
    
    
    495,956Limited partners minority interest in consolidated partnerships
    
    
    2,439
    
    
    
    7,406General partner -Common equity - 47,216,549 and 46,144,909 units outstanding at
December 31, 2007 and 2006, respectively
    
    
    1,025,654
    
    
    
    1,066,063Preferred equity ($125,000 liquidation preference)
    
    
    120,550
    
    
    
    224,986Limited partners preferred equity ($100,000 liquidation preference)
    
    
    97,406
    
    
    
    97,406Accumulated other comprehensive income (loss)
    
    
    (6,058
    )
    
    
    (8,706
    )Total partners equity
    
    
    1,237,552
    
    
    
    1,379,749Total liabilities and partners equity
    
    $
    3,229,637
    
    
    $
    4,431,774
  73




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COLONIAL REALTY LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME  (in thousands, except share and per unit data)
 For the years endedDecember 31,
    
    
    December 31,
    
    
    December 31,2007
    
    
    2006
    
    
    2005Revenue:Base rent
    
    $
    299,708
    
    
    $
    342,995
    
    
    $
    309,750Base rent from affiliates
    
    
    1,153
    
    
    
    2,547
    
    
    
    2,486Percentage rent
    
    
    921
    
    
    
    1,172
    
    
    
    3,155Tenant recoveries
    
    
    11,742
    
    
    
    22,628
    
    
    
    30,213Other property related revenue
    
    
    30,193
    
    
    
    27,858
    
    
    
    Construction revenues
    
    
    38,448
    
    
    
    30,484
    
    
    
    21,025Other non-property related revenue
    
    
    19,352
    
    
    
    17,693
    
    
    
    7,939Total revenue
    
    
    401,517
    
    
    
    445,377
    
    
    
    374,568Operating expenses:Property operating expenses
    
    
    86,908
    
    
    
    93,210
    
    
    
    82,893Taxes, licenses, and insurance
    
    
    41,478
    
    
    
    45,557
    
    
    
    39,276Construction expenses
    
    
    34,546
    
    
    
    29,411
    
    
    
    Property management expenses
    
    
    12,182
    
    
    
    12,590
    
    
    
    12,615General and administrative expenses
    
    
    27,160
    
    
    
    21,098
    
    
    
    19,549Management fee and other expense
    
    
    15,677
    
    
    
    12,618
    
    
    
    4,576Restructuring charges
    
    
    3,019
    
    
    
    
    
    
    
    Depreciation
    
    
    103,107
    
    
    
    118,043
    
    
    
    100,944Amortization
    
    
    10,596
    
    
    
    17,535
    
    
    
    39,978Impairment charges
    
    
    43,679
    
    
    
    1,600
    
    
    
    Total operating expenses
    
    
    378,352
    
    
    
    351,662
    
    
    
    299,831Income from operations
    
    
    23,165
    
    
    
    93,715
    
    
    
    74,737Other income (expense):Interest expense
    
    
    (90,390
    )
    
    
    (119,445
    )
    
    
    (116,587
    )Loss on retirement of debt
    
    
    (9,120
    )
    
    
    (641
    )Interest income
    
    
    7,590
    
    
    
    7,753
    
    
    
    4,397Income (loss) from partially-owned unconsolidated entities
    
    
    11,207
    
    
    
    34,823
    
    
    
    910Gains on hedging activities
    
    
    345
    
    
    
    5,535
    
    
    
    886Gains from sales of property, net of income taxes of
$6,548, $3,416 and $4,792 for 2007, 2006 and 2005,
respectively
    
    
    29,433
    
    
    
    66,794
    
    
    
    105,609Transaction costs
    
    
    (11,026
    )
    
    
    
    
    
    
    Income taxes
    
    
    15,831
    
    
    
    (189
    )
    
    
    (1,551
    )Other
    
    
    
    
    
    
    
    
    
    
    4,000Total other expense
    
    
    (46,130
    )
    
    
    (5,370
    )
    
    
    (2,336
    )Income before minority interest and
discontinued operations
    
    
    (22,965
    )
    
    
    88,345
    
    
    
    72,401Minority interest of limited partners in consolidated partnerships
    
    
    (1,335
    )
    
    
    766
    
    
    
    (5,245
    )Income from continuing operations
    
    
    (24,300
    )
    
    
    89,111
    
    
    
    67,156Income from discontinued operations
    
    
    13,830
    
    
    
    31,725
    
    
    
    33,887Gain on disposal of discontinued operations, net of income taxes of
$1,839, $8,554 and $0 for 2007, 2006 and 2005, respectively
    
    
    91,147
    
    
    
    134,619
    
    
    
    183,011Minority interest of limited partners in discontinued operations
    
    
    (3,989
    )
    
    
    (2,591
    )
    
    
    (585
    )Income from discontinued operations
    
    
    100,988
    
    
    
    163,754
    
    
    
    216,313Net income
    
    
    76,688
    
    
    
    252,865
    
    
    
    283,469Distributions to general partner preferred unitholders
    
    
    (13,439
    )
    
    
    (20,903
    )
    
    
    (22,391
    )Distributions to limited partner preferred unitholders
    
    
    (7,250
    )
    
    
    (7,250
    )
    
    
    (7,250
    )Preferred unit issuance costs write-off
    
    
    (360
    )
    
    
    (2,128
    )
    
    
    Net income available to common unitholders
    
    
    55,639
    
    
    
    222,584
    
    
    
    253,828Net income available to common unitholders allocated to limited partners
    
    
    (10,099
    )
    
    
    (42,135
    )
    
    
    (56,578
    )Net income available to common unitholders
allocated general partner
    
    $
    45,540
    
    
    $
    180,449
    
    
    $
    197,250Net income available to common unitholders per common unit  basic:Income from continuing operations
    
    $
    (0.80
    )
    
    $
    1.05
    
    
    $
    0.77Income from discontinued operations
    
    
    1.78
    
    
    
    2.93
    
    
    
    4.41Net income available to common unitholders per
common unit  basic
    
    $
    0.98
    
    
    $
    3.98
    
    
    $
    5.18Net income available to common unitholders per common unit  diluted:Income from continuing operations
    
    $
    (0.80
    )
    
    $
    1.03
    
    
    $
    0.75Income from discontinued operations
    
    
    1.78
    
    
    
    2.89
    
    
    
    4.38Net income available to common unitholders per
common unit  diluted
    
    $
    0.98
    
    
    $
    3.92
    
    
    $
    5.13Weighted average common units outstanding  basic
    
    
    56,723
    
    
    
    56,162
    
    
    
    48,811Weighted average common units outstanding  diluted
    
    
    56,723
    
    
    
    56,698
    
    
    
    49,202Net income
    
    $
    76,688
    
    
    $
    252,865
    
    
    $
    283,469Other comprehensive income (loss):Unrealized income (loss) on cash flow hedging activities
    
    
    (535
    )
    
    
    (3,029
    )
    
    
    1,290Change in additional minimum pension liability
    
    
    
    
    
    
    239
    
    
    
    (239
    )Change related to pension plan termination
    
    
    2,615
    
    
    
    
    
    
    
    Comprehensive income
    
    $
    78,768
    
    
    $
    250,075
    
    
    $
    284,520
  74




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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, 2007, 2006 and 2005Limited
    
    AccumulatedGeneral Partner
    
    Partners
    
    OtherCommon
    
    Preferred
    
    Preferred
    
    ComprehensiveEquity
    
    Equity
    
    Equity
    
    Income (Loss)
    
    TotalBalance, December 31, 2004
    
    
    199,637
    
    
    
    168,703
    
    
    
    97,406
    
    
    
    (1,966
    )
    
    
    463,780Net income available to common unitholders
before preferred unit distributions
    
    
    253,828
    
    
    
    22,391
    
    
    
    7,250
    
    
    
    
    
    
    
    283,469Net income available to common unitholders
allocated to limited partners
    
    
    (56,578
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (56,578
    )Cash contributions
    
    
    57,233
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    57,233Common units of beneficial interest issued in
connection with the Cornerstone
acquisition
    
    
    462,347
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    462,347Preferred units of beneficial interest issued in
connection with the Cornerstone
acquisition
    
    
    
    
    
    
    132,747
    
    
    
    
    
    
    
    
    
    
    
    132,747Common units of beneficial interest issued in
connection with the equity offering
    
    
    187,415
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    187,415Distributions
    
    
    (131,569
    )
    
    
    (22,391
    )
    
    
    (7,250
    )
    
    
    
    
    
    
    (161,210
    )Change in fair value of hedging activity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,290
    
    
    
    1,290Change in additional minimum pension liability
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (239
    )
    
    
    (239
    )Adjustment of limited partner common equity
to redemption value
    
    
    31,270
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    31,270Balance, December 31, 2005
    
    $
    1,003,583
    
    
    $
    301,450
    
    
    $
    97,406
    
    
    $
    (915
    )
    
    $
    1,401,524Net income available to common unitholders
before preferred unit distributions
    
    
    222,584
    
    
    
    20,903
    
    
    
    7,250
    
    
    
    
    
    
    
    250,737Net 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
    
    $
    1,066,063
    
    
    $
    224,986
    
    
    $
    97,406
    
    
    $
    (8,706
    )
    
    $
    1,379,749Net 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
    
    
    (229,410
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (229,410
    )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
    )
    
    $
    1,237,552
  75




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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, 2007, 2006 and 20052007
    
    
    2006
    
    
    2005Cash flows from operating activities:Net income
    
    
    76,688
    
    
    $
    252,865
    
    
    $
    283,469Adjustments to reconcile net income to net cash
provided by operating activities:Depreciation and amortization
    
    
    123,811
    
    
    
    166,628
    
    
    
    194,300Loss (Income) from partially-owned unconsolidated entities
    
    
    (11,207
    )
    
    
    (34,823
    )
    
    
    1,695Distributions of income from partially-owned unconsolidated entities
    
    
    13,207
    
    
    
    9,370
    
    
    
    3,942Gains from sales of property
    
    
    (128,287
    )
    
    
    (213,383
    )
    
    
    (295,648
    )Transaction costs
    
    
    11,026
    
    
    
    
    
    
    
    Loss on retirement of debt
    
    
    12,521
    
    
    
    
    
    
    
    Prepayment penalties
    
    
    (29,207
    )
    
    
    
    
    
    
    Impairment charges
    
    
    46,629
    
    
    
    1,600
    
    
    
    Other, net
    
    
    (4,782
    )
    
    
    5,450
    
    
    
    (2,540
    )Decrease (increase) in:Restricted cash
    
    
    5,902
    
    
    
    (7,765
    )
    
    
    (5,809
    )Accounts receivable
    
    
    (276
    )
    
    
    (1,341
    )
    
    
    (5,463
    )Prepaid expenses
    
    
    10,943
    
    
    
    (2,000
    )
    
    
    (4,861
    )Other assets
    
    
    (12,700
    )
    
    
    (12,450
    )
    
    
    (25,332
    )Increase (decrease) in:Accounts payable
    
    
    (4,104
    )
    
    
    2,229
    
    
    
    19,557Accrued interest
    
    
    (9,405
    )
    
    
    3,406
    
    
    
    7,619Accrued expenses and other
    
    
    (1,921
    )
    
    
    2,010
    
    
    
    (16,755
    )Net cash provided by operating activities
    
    
    98,838
    
    
    
    171,796
    
    
    
    154,174Cash flows from investing activities:Acquisition of properties
    
    
    (125,400
    )
    
    
    (350,306
    )
    
    
    (655,356
    )Development expenditures
    
    
    (314,299
    )
    
    
    (309,923
    )
    
    
    (164,948
    )Development expenditures paid to an affiliate
    
    
    (77,035
    )
    
    
    (59,165
    )
    
    
    (41,597
    )Tenant improvements
    
    
    (5,960
    )
    
    
    (26,133
    )
    
    
    (27,373
    )Capital expenditures
    
    
    (34,198
    )
    
    
    (36,509
    )
    
    
    (42,468
    )Issuance of notes receivable
    
    
    (26,195
    )
    
    
    (40,549
    )
    
    
    (31,724
    )Repayments of notes receivable
    
    
    56,708
    
    
    
    17,179
    
    
    
    403Proceeds from sales of property, net of selling costs
    
    
    650,735
    
    
    
    865,918
    
    
    
    1,053,043Transaction costs
    
    
    (11,026
    )
    
    
    
    
    
    
    Direct costs of Cornerstone Merger
    
    
    
    
    
    
    
    
    
    
    (35,016
    )Distributions from partially owned entities
    
    
    100,131
    
    
    
    92,242
    
    
    
    6,536Capital contributions to partially owned entities
    
    
    (43,142
    )
    
    
    (17,336
    )
    
    
    (61,810
    )Purchase of investments
    
    
    (7,379
    )
    
    
    
    
    
    
    Net cash provided by (used in) investing activities
    
    
    162,940
    
    
    
    135,418
    
    
    
    (310
    )Cash flows from financing activities:Principal reductions of debt
    
    
    (655,076
    )
    
    
    (260,594
    )
    
    
    (852,189
    )Proceeds from additional borrowings
    
    
    818,748
    
    
    
    274,011
    
    
    
    662,263Net change in revolving credit balances
    
    
    (147,143
    )
    
    
    (24,656
    )
    
    
    (16,851
    )Distributions to common and preferred unitholders
    
    
    (165,649
    )
    
    
    (181,417
    )
    
    
    (161,210
    )Proceeds from common unit issuance in connection with equity offering
    
    
    
    
    
    
    
    
    
    
    187,415Special cash distribution
    
    
    (11,999
    )
    
    
    
    
    
    
    Redemption of preferred units
    
    
    (105,157
    )
    
    
    (78,527
    )
    
    
    Cash contributions
    
    
    21,859
    
    
    
    32,686
    
    
    
    57,233Other financing activities, net
    
    
    (12,167
    )
    
    
    (11,685
    )
    
    
    (10,635
    )Net cash used in financing activities
    
    
    (256,584
    )
    
    
    (250,182
    )
    
    
    (133,974
    )Increase in cash and equivalents
    
    
    5,194
    
    
    
    57,032
    
    
    
    19,890Cash and equivalents, beginning of period
    
    
    87,647
    
    
    
    30,615
    
    
    
    10,725Cash and equivalents, end of period
    
    $
    92,841
    
    
    $
    87,647
    
    
    $
    30,615Supplemental disclosures of cash flow information:Cash paid during the year for interest, including amounts capitalized
    
    
    127,271
    
    
    $
    141,839
    
    
    $
    130,737Cash paid during the year for income taxes
    
    
    5,799
    
    
    $
    17,513
    
    
    $
    5,155Supplemental disclosure of non cash transactions:Cash flow hedging activities
    
    $
    (535
    )
    
    $
    (3,029
    )
    
    $
    1,290
  76




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##### Table of Contents



COLONIAL REALTY LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2007, 2006 AND 2005
 1. Organization and Basis of Presentation
  2. Strategic Initiative
    77




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##### Table of Contents



3. Summary of Significant Accounting Policies
 Basis of Presentation
   Federal Income Tax Status
 78




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##### Table of Contents



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
  79




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##### Table of Contents



Useful LivesBuildings
    
    20 to 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
      80




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##### Table of Contents



Undeveloped Land and Construction in Progress
   Cash and Equivalents
  Restricted Cash
 Valuation of Receivables
  Notes Receivable
 81




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##### Table of Contents



Deferred Debt and Lease Costs
 Derivative Instruments Accounting for Derivative Instruments and Hedging
Activities
  Share-Based Compensation Share
Based Payment Accounting for Stock-Based Compensation
 Revenue Recognition Accounting for Sales of Real Estate
  82




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##### Table of Contents



Net Income Per Unit
 Self Insurance Accruals
 Use of Estimates
 Segment Reporting Disclosures about Segments of an Enterprise
and Related Information
 Investments in
Joint Ventures Accounting for
Investments in Real Estate Ventures
 Recent Accounting Pronouncements Fair Value Measurement Accounting for Leases,
 Applicability of the Assessment of a
Buyers Continuing Investment under FASB Statement No. 66 for Sales of Condominiums
 83




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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
 4. Merger with Cornerstone Realty Income Trust
   
    
    a number of Trust common shares equal to the common share conversion rate, which was
calculated as 0.2581; or
    
    a number of Trust 7 5/8% Series E preferred depositary shares, $25.00 liquidation
preference per depositary share, equal to the preferred depositary share conversion rate,
which was calculated as 0.4194;
  84




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##### Table of Contents



(in thousands)Issuance of 11,277,358 Trust common shares to
Cornerstone shareholders
    
    $
    462,347Issuance of 5,326,349 Trust Series E preferred depositary
shares to Cornerstone shareholders
    
    
    132,747Issuance of 578,358 CRLP common units
    
    
    23,788Fees and other expenses related to the merger
    
    
    35,016Total purchase price
    
    
    653,898Assumption of Cornerstones notes and mortgages payable
at book value
    
    
    836,985Adjustment to record Cornerstones notes and mortgages at
fair value
    
    
    50,880
    (1)Assumption of Cornerstones accounts payable and other
liabilities at fair value
    
    
    34,380Total purchase price and assumed liabilities
    
    $
    1,576,143
 
 (1)
    
    The fair value adjustment of $50.9 million to account for the difference
between the fixed rates and market rates for the
Cornerstone borrowings include $26.8 million for prepayment penalties on debt retired
during 2005.   (in thousands)Buildings
    
    $
    1,246,019Furniture and fixtures
    
    
    14,613Fair value of depreciable real estate assets
    
    
    1,260,632Land
    
    
    230,768Undeveloped land and construction in progress
    
    
    3,995In place lease value
    
    
    45,658Customer relationships
    
    
    5,068Other assets, including cash (excluding in-place lease values )
    
    
    21,121Investments in partially owned entities
    
    
    8,901Total purchase price
    
    $
    1,576,143
 85




---



##### Table of Contents



(in thousands)Real estate assets acquired
    
    $
    1,460,380Assumption of notes and mortgages
    
    
    836,985Operating assets acquired
    
    
    21,121Operating liabilities acquired
    
    
    34,380Fair value of adjustments on notes and mortgages
    
    
    50,880Investments in partially owned entities acquired
    
    
    8,901Intangible assets acquired
    
    
    50,726Issuance of common shares of beneficial interest
    
    
    462,347Issuance of preferred shares of beneficial interest
    
    
    132,747Issuance of common units of operating partnership
    
    
    23,788Cash flow hedging activities
    
    
    812
  ***** Pro Forma (Unaudited) *****Twelve MonthsEnded December 31,In thousands, except per unit data
    
    2005(1)Total revenue
    
    
    $ 528,224Net income available to common unitholders
    
    
    $ 240,393Net income per common unit  dilutive
    
    
    $      5.86
 
 (1)
    
    One time merger costs of $9.1 million expensed by Cornerstone have been excluded from
the pro forma net income to
common unitholders for the year ended December 31, 2005. 5. Property Acquisitions and Dispositions
 Property Acquisitions
  86




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##### Table of Contents



EffectiveLocation
    
    Acquisition Date
    
    
    Units/Square Feet(unaudited)Multifamily Properties:Colonial Grand at Old Town Scottsdale North
    
    Phoenix, AZ
    
    January 31, 2007
    
    
    208Colonial Grand at Old Town Scottsdale South
    
    Phoenix, AZ
    
    January 31, 2007
    
    
    264Colonial Grand at Inverness Commons
    
    Phoenix, AZ
    
    March 1, 2007
    
    
    300Merritt at Godley Station
    
    Savannah, GA
    
    May 1, 2007
    
    
    312Colonial Village at Willow Creek
    
    Dallas, TX
    
    May 31, 2006
    
    
    478Colonial Grand at McDaniel Farm
    
    Atlanta, GA
    
    May 31, 2006
    
    
    424Colonial Village at Shoal Creek
    
    Dallas, TX
    
    June 1, 2006
    
    
    408Colonial Village at Chancellor Park
    
    Charlotte, NC
    
    June 30, 2006
    
    
    340Colonial Grand at Scottsdale
    
    Phoenix, AZ
    
    July 31, 2006
    
    
    180Colonial Grand at Pleasant Hill
    
    Atlanta, GA
    
    August 31, 2006
    
    
    502Colonial Grand at Shiloh
    
    Atlanta, GA
    
    September 8, 2006
    
    
    498Colonial Village at Oakend
    
    Dallas, TX
    
    September 28, 2006
    
    
    426Colonial Grand at University Center
    
    Charlotte, NC
    
    November 1, 2006
    
    
    156Colonial Grand at Cypress Cove
    
    Charleston, SC
    
    December 28, 2006
    
    
    264Colonial Grand at Bear Creek
    
    Fort Worth, TX
    
    August 18, 2005
    
    
    436Colonial Grand at Barrett Creek
    
    Atlanta, GA
    
    August 31, 2005
    
    
    332Colonial Grand at Bellevue
    
    Nashville, TN
    
    November 29, 2005
    
    
    349Colonial Grand at Crabtree Valley
    
    Raleigh, NC
    
    November 29, 2005
    
    
    210Colonial Grand at Mallard Lake
    
    Charlotte, NC
    
    November 29, 2005
    
    
    302Colonial Grand at Shelby Farms
    
    Memphis, TN
    
    November 29, 2005
    
    
    296Office Properties:Colonial Place I & II
    
    Tampa, FL
    
    January 31, 2005
    
    
    371,000Research Park Office Center IV
    
    Huntsville, AL
    
    February 1, 2005
    
    
    59,900Colonial Center at Bayside
    
    Tampa, FL
    
    April 15, 2005
    
    
    213,800Colonial Bank Centre
    
    Miami, FL
    
    April 27, 2005
    
    
    235,500Research Park Plaza III & IV
    
    Austin, TX
    
    June 30, 2005
    
    
    357,700Esplanade
    
    Charlotte, NC
    
    July 14, 2005
    
    
    201,900Colonial Center Heathrow 1001
    
    Orlando, FL
    
    July 20, 2005
    
    
    192,200The Peachtree (1)
    
    Atlanta, GA
    
    August 31, 2005
    
    
    310,900Retail Properties:Colonial Promenade Portofino
    
    Houston, TX
    
    January 13, 2005
    
    
    372,500
 
 1)
    
    In January 2006, CRLP acquired an additional 50,000 square feet of condominium
interests in The Peachtree.  87




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##### Table of Contents



(in thousands)2007
    
    2006
    
    2005Assets purchased:Land, buildings, and equipment
    
    $
    144,229
    
    
    $
    348,545
    
    
    $
    625,616Other assets
    
    
    522
    
    
    
    3,796
    
    
    
    43,054144,751
    
    
    
    352,341
    
    
    
    668,670Notes and mortgages assumed
    
    
    (18,944
    )
    
    
    
    
    
    
    (5,415
    )Other liabilities assumed or recorded
    
    
    (407
    )
    
    
    (2,035
    )
    
    
    (7,899
    )Cash paid
    
    $
    125,400
    
    
    $
    350,306
    
    
    $
    655,356
   ***** Pro Forma (Unaudited) *****Year
    
    
    Year
    
    
    YearEnded December 31,
    
    
    Ended December 31,
    
    
    Ended December 31,In thousands, except per unit data
    
    2007
    
    
    2006
    
    
    2005Total revenue
    
    $
    403,331
    
    
    $
    478,486
    
    
    $
    422,024Net income available to common unitholders
    
    $
    345,045
    
    
    $
    182,204
    
    
    $
    199,805Net income per common unit  dilutive
    
    $
    7.34
    
    
    $
    3.96
    
    
    $
    5.19
 Property Dispositions  Continuing Operations
     88




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##### Table of Contents



Property Dispositions  Discontinued Operations
    Accounting for the Impairment or Disposal of Long-Lived
Assets,
 89




---



##### Table of Contents



Units/SquareProperty
    
    Location
    
    Date
    
    
    Feet(unaudited)MultifamilyBeacon Hill
    
    Charlotte, NC
    
    January 2007
    
    
    349Clarion Crossing
    
    Raleigh, NC
    
    January 2007
    
    
    260Colonial Grand at Enclave
    
    Atlanta, GA
    
    January 2007
    
    
    200Colonial Village at Poplar Place
    
    Atlanta, GA
    
    January 2007
    
    
    324Colonial Village at Regency Place
    
    Raleigh, NC
    
    January 2007
    
    
    180Colonial Village at Spring Lake
    
    Atlanta, GA
    
    January 2007
    
    
    188Colonial Village at Timothy Woods
    
    Athens, GA
    
    January 2007
    
    
    204Colonial Grand at Promenade
    
    Montgomery, AL
    
    February 2007
    
    
    384Mayflower Seaside
    
    Virginia Beach, VA
    
    June 2007
    
    
    265Cape Landing
    
    Myrtle Beach, SC
    
    June 2007
    
    
    288Colonial Grand at Natchez Trace
    
    Jackson, MS
    
    June 2007
    
    
    328Colonial Grand at The Reservoir
    
    Jackson, MS
    
    June 2007
    
    
    170Stonebrook
    
    Atlanta, GA
    
    July 2007
    
    
    188The Timbers
    
    Raleigh, NC
    
    January 2006
    
    
    176Summerwalk
    
    Charlotte, NC
    
    January 2006
    
    
    160Colonial Grand at Whitemarsh
    
    Savannah, GA
    
    January 2006
    
    
    352Colonial Village at Stone Brook
    
    Atlanta, GA
    
    January 2006
    
    
    188Colonial Village at Remington Place
    
    Raleigh, NC
    
    January 2006
    
    
    136Colonial Village at Paces Glen
    
    Charlotte, NC
    
    January 2006
    
    
    172Colonial Village at Caledon Woods
    
    Greenville, SC
    
    January 2006
    
    
    350The Trestles
    
    Raleigh, NC
    
    March 2006
    
    
    280The Meadows I, II & III
    
    Asheville, NC
    
    March 2006
    
    
    392Copper Crossing
    
    Fort Worth, TX
    
    March 2006
    
    
    400Colonial Village at Estrada
    
    Dallas, TX
    
    March 2006
    
    
    248Arbor Trace
    
    Norfolk, VA
    
    April 2006
    
    
    148Colonial Village at Haverhill
    
    San Antonio, TX
    
    October 2006
    
    
    322Colonial Grand at Galleria
    
    Birmingham, AL
    
    December 2006
    
    
    1,080Colonial Grand at Riverchase
    
    Birmingham, AL
    
    December 2006
    
    
    468Colonial Village at Research Park
    
    Huntsville, AL
    
    December 2006
    
    
    736Colonial Village at Ashley Plantation
    
    Bluffton, SC
    
    March 2005
    
    
    414Colonial Village at Gainesville
    
    Gainesville, FL
    
    March 2005
    
    
    560Colonial Grand at Galleria Woods
    
    Birmingham, AL
    
    March 2005
    
    
    244Colonial Village at TownPark
    
    Sarasota, FL
    
    March 2005
    
    
    272Colonial Village at Walton Way
    
    Augusta, GA
    
    March 2005
    
    
    256Colonial Grand at Wesleyan
    
    Macon, GA
    
    March 2005
    
    
    328Colonial Village at Lake Mary
    
    Orlando, FL
    
    May 2005
    
    
    504Bridgetown Bay
    
    Charlotte, NC
    
    May 2005
    
    
    120Devonshire
    
    Dallas, TX
    
    May 2005
    
    
    144Dunwoody Springs
    
    Atlanta, GA
    
    May 2005
    
    
    350Caryle Club
    
    Atlanta, GA
    
    May 2005
    
    
    243Aspen Hills
    
    Dallas, TX
    
    May 2005
    
    
    240Ashley Run
    
    Atlanta, GA
    
    June 2005
    
    
    348Arbors on Forest Ridge
    
    Fort Worth, TX
    
    October 2005
    
    
    210Cutters Point
    
    Dallas, TX
    
    October 2005
    
    
    196Eagle Crest
    
    Dallas, TX
    
    October 2005
    
    
    484Sierra Ridge
    
    San Antonio, TX
    
    October 2005
    
    
    230Timberglen
    
    Dallas, TX
    
    October 2005
    
    
    304Toscana
    
    Dallas, TX
    
    October 2005
    
    
    192Silverbrook
    
    Fort Worth, TX
    
    October 2005
    
    
    642The Meridian
    
    Austin, TX
    
    October 2005
    
    
    200The Landing
    
    Raleigh, NC
    
    December 2005
    
    
    200OfficeColonial Center at Mansell Overlook
    
    Atlanta, GA
    
    September 2007
    
    
    188,478Colonial Bank Centre
    
    Miami, FL
    
    September 2006
    
    
    235,500Interstate Park
    
    Montgomery, AL
    
    November 2006
    
    
    227,000
 90




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Units/SquareProperty
    
    Location
    
    Date
    
    
    Feet(unaudited)Retail(1)Rivermont Shopping Center
    
    Chattanooga, TN
    
    February 2007
    
    
    73,481Colonial Shoppes Yadkinville
    
    Yadkinville, NC
    
    March 2007
    
    
    90,917Colonial Shoppes Wekiva
    
    Orlando, FL
    
    May 2007
    
    
    208,568Village on the Parkway
    
    Dallas, TX
    
    July 2007
    
    
    381,166Britt David Shopping Center
    
    Columbus, GA
    
    July 2007
    
    
    102,564Colonial Mall Decatur
    
    Huntsville, AL
    
    July 2007
    
    
    576,098Colonial Mall Lakeshore
    
    Gainesville, GA
    
    July 2007
    
    
    518,290Colonial Mall Staunton
    
    Staunton, VA
    
    July 2007
    
    
    423,967Colonial Mayberry Mall
    
    Mount Airy, NC
    
    July 2007
    
    
    206,940Colonial Promenade Montgomery
    
    Montgomery, AL
    
    July 2007
    
    
    209,114Colonial Promenade Montgomery North
    
    Montgomery, AL
    
    July 2007
    
    
    209,912Colonial Shoppes Bellwood
    
    Montgomery, AL
    
    July 2007
    
    
    88,482Colonial Shoppes McGehee Place
    
    Montgomery, AL
    
    July 2007
    
    
    98,255Colonial Shoppes Quaker Village
    
    Greensboro, NC
    
    July 2007
    
    
    102,223Olde Town Shopping Center
    
    Montgomery, AL
    
    July 2007
    
    
    38,660Colonial Mall Gadsden
    
    Gadsden, AL
    
    March 2005
    
    
    516,989Colonial Mall Temple
    
    Temple, TX
    
    April 2005
    
    
    555,411Colonial Mall Macon
    
    Macon, GA
    
    July 2005
    
    
    1,446,368Colonial Mall Burlington
    
    Burlington, NC
    
    July 2005
    
    
    415,194
 
 (1)
    
    Square footage includes anchor-owned square footage.     91




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##### Table of Contents



(amounts in thousands)Year Ended December 31,2007
    
    2006
    
    2005Property revenues:Base rent
    
    $
    53,721
    
    
    $
    120,024
    
    
    $
    151,107Tenant recoveries
    
    
    3,382
    
    
    
    7,607
    
    
    
    11,684Other revenue
    
    
    5,815
    
    
    
    11,222
    
    
    
    19,869Total revenues
    
    
    62,918
    
    
    
    138,853
    
    
    
    182,660Property operating and maintenance expense
    
    
    26,241
    
    
    
    55,637
    
    
    
    74,183Impairment
    
    
    2,950
    
    
    
    
    
    
    
    Depreciation
    
    
    10,938
    
    
    
    30,847
    
    
    
    34,986Amortization
    
    
    63
    
    
    
    5,198
    
    
    
    17,880Total operating expenses
    
    
    40,192
    
    
    
    91,682
    
    
    
    127,049Interest expense
    
    
    (5,501
    )
    
    
    (14,918
    )
    
    
    (21,605
    )Interest income
    
    
    8
    
    
    
    34
    
    
    
    67Other
    
    
    (3,403
    )
    
    
    (562
    )
    
    
    (186
    )Income from discontinued operations before net gain
on disposition of discontinued operations
    
    
    13,830
    
    
    
    31,725
    
    
    
    33,887Net gain on disposition of discontinued operations
    
    
    91,147
    
    
    
    134,619
    
    
    
    183,011Minority interest to limited partners
    
    
    (3,989
    )
    
    
    (2,591
    )
    
    
    (585
    )Income from discontinued operations
    
    $
    100,988
    
    
    $
    163,754
    
    
    $
    216,313
 6. For-Sale Activities and Impairment
  92




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##### Table of Contents



Years EndedDecember 31,(amounts in thousands)
    
    2007
    
    
    2006
    
    
    2005Condominium conversion revenues
    
    $
    51,073
    
    
    $
    117,732
    
    
    $
    79,322Condominium conversion costs
    
    
    (40,972
    )
    
    
    (86,614
    )
    
    
    (65,976
    )Gains on condominium conversion sales, before
minority interest and income taxes
    
    
    10,101
    
    
    
    31,118
    
    
    
    13,346For-sale residential revenues
    
    
    26,153
    
    
    
    12,513
    
    
    
    For-sale residential costs
    
    
    (23,016
    )
    
    
    (9,683
    )
    
    
    Gains on for-sale residential sales, before
minority interest and income taxes
    
    
    3,137
    
    
    
    2,830
    
    
    
    Minority interest
    
    
    250
    
    
    
    (1,967
    )
    
    
    (5,245
    )Provision for income taxes
    
    
    (2,630
    )
    
    
    (9,825
    )
    
    
    (3,660
    )Gains on condominium conversion and for-sale residential sales, net of
minority interest and income taxes
    
    $
    10,858
    
    
    $
    22,156
    
    
    $
    4,441Impairment, net of tax
    
    $
    (26,800
    )
    
    $
    (960
    )
    
    
    
    Impairment
  93




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##### Table of Contents



Commercial Developments
    7. Land, Buildings and Equipment
  (in thousands)Useful Lives
    
    2007
    
    2006Buildings
    
    
    20 to 40 years
    
    
    $
    1,821,988
    
    
    $
    2,709,886Furniture and fixtures
    
    5 or 7 years
    
    
    81,818
    
    
    
    84,137Equipment
    
    3 or 5 years
    
    
    26,024
    
    
    
    31,038Land improvements
    
    10 or 15 years
    
    
    159,622
    
    
    
    182,307Tenant improvements
    
    Life of lease
    
    
    41,234
    
    
    
    155,6262,130,686
    
    
    
    3,162,994Accumulated depreciation
    
    
    
    
    
    
    (290,118
    )
    
    
    (420,359
    )1,840,568
    
    
    
    2,742,635Real estate assets held for sale, net
    
    
    
    
    
    
    253,641
    
    
    
    381,445Land
    
    
    
    
    
    
    300,378
    
    
    
    438,871$
    2,394,587
    
    
    $
    3,562,951
 8. Undeveloped Land and Construction in Progress
   94




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95




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Total
    
    
    
    
    
    
    
    
    
    
    CostsUnits/
    
    
    
    
    
    
    Estimated
    
    
    CapitalizedSquare
    
    
    Estimated
    
    
    Total Costs
    
    
    to DateFeet (1)
    
    
    Completion
    
    
    (in thousands)
    
    
    (in thousands)Multifamily Projects:Current:Colonial Grand at Ayrsley
    
    
    368
    
    
    
    2008
    
    
    $
    34,900
    
    
    $
    26,560Colonial Grand at Ashton Oaks
    
    
    362
    
    
    
    2009
    
    
    
    34,300
    
    
    
    5,718Colonial Grand at Huntersville
    
    
    250
    
    
    
    2008
    
    
    
    25,900
    
    
    
    22,088Colonial Grand at Onion Creek (formerly Double Creek)
    
    
    300
    
    
    
    2008
    
    
    
    31,800
    
    
    
    14,132Colonial Grand at Shelby Farms II
    
    
    154
    
    
    
    2008
    
    
    
    13,100
    
    
    
    12,301Colonial Village at Godley Lake
    
    
    288
    
    
    
    2008
    
    
    
    26,200
    
    
    
    10,235Colonial Village at Matthews Commons
    
    
    216
    
    
    
    2008
    
    
    
    21,100
    
    
    
    2,904Enclave (2)(3)
    
    
    84
    
    
    
    2008
    
    
    
    26,200
    
    
    
    19,456Future:Colonial Grand at Azure
    
    
    188
    
    
    
    2009
    
    
    
    26,400
    
    
    
    6,855Colonial Grand at Cityway (formerly Ridell Ranch)
    
    
    376
    
    
    
    2010
    
    
    
    34,300
    
    
    
    4,490Colonial Grand at Desert Vista
    
    
    380
    
    
    
    2009
    
    
    
    52,000
    
    
    
    15,621Colonial Grand at Hampton Preserve
    
    
    486
    
    
    
    2010
    
    
    
    60,800
    
    
    
    11,660Colonial Grand at Randal Park (4)
    
    
    600
    
    
    
    2009
    
    
    
    76,700
    
    
    
    10,668Colonial Grand at South End
    
    
    344
    
    
    
    2010
    
    
    
    52,100
    
    
    
    10,148Colonial Grand at Sweetwater
    
    
    195
    
    
    
    2009
    
    
    
    24,200
    
    
    
    6,333Colonial Grand at Thunderbird
    
    
    244
    
    
    
    2009
    
    
    
    29,500
    
    
    
    7,666Colonial Grand at Wakefield
    
    
    365
    
    
    
    2009
    
    
    
    36,800
    
    
    
    4,402CommercialCurrent:Office Projects:Colonial Center TownPark 400 (4)
    
    
    176,000
    
    
    
    2008
    
    
    
    30,400
    
    
    
    16,513Metropolitan (4)
    
    
    153,000
    
    
    
    2008
    
    
    
    35,200
    
    
    
    26,800Retail Projects:Colonial Promenade Fultondale (5)
    
    
    100,400
    
    
    
    2008
    
    
    
    7,136
    
    
    
    2,657Colonial Promenade Tannehill
    
    
    474,000
    
    
    
    2008
    
    
    
    50,700
    
    
    
    21,653Metropolitan (4)
    
    
    189,000
    
    
    
    2008
    
    
    
    53,700
    
    
    
    25,900Future:Retail Projects:Colonial Pinnacle Craft Farms II
    
    
    75,000
    
    
    
    2011
    
    
    
    11,100
    
    
    
    1,415Colonial Promenade Huntsville
    
    
    220,000
    
    
    
    2010
    
    
    
    17,600
    
    
    
    8,556For Sale Projects:Lots:Colonial Traditions at Gulf Shores (3)(6)
    
    
    
    
    
    
    2012
    
    
    
    22,800
    
    
    
    21,576Cypress Village (lots) (3)
    
    
    236
    
    
    
    2014
    
    
    
    20,884
    
    
    
    17,986Spanish Oaks (lots)(7)
    
    
    200
    
    
    
    2011
    
    
    
    16,896
    
    
    
    14,044Residential:Grander (3)
    
    
    26
    
    
    
    2010
    
    
    
    11,374
    
    
    
    8,171Cypress Village II (townhomes)(3)
    
    
    96
    
    
    
    2014
    
    
    
    26,600
    
    
    
    21,539Metropolitan (4)
    
    
    101
    
    
    
    2009
    
    
    
    41,200
    
    
    
    12,700Other Projects and Undeveloped LandFor-Sale Land and Predevelopment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    73,587Heathrow Land and Infrastructure
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,101TownPark Land and Infrastructure
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,191Land & Other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    48,784Total Consolidated Construction in Progress
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    531,410
 Footnotes on the following page
 96




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##### Table of Contents



(1)
    
    Square footage for the retail assets excludes anchor-owned square-footage.(2)
    
    Enclave, formerly a for-sale residential project, is now being developed as a
multifamily apartment community.(3)
    
    During the three months ended September 30, 2007, CRLP recorded a $43.3 million
non-cash impairment charge ($26.8 million net of income tax) associated with these projects
as a result of the deterioration in the single family housing market. Estimated Total
Costs and Capitalized Costs to Date are net of the $43.3 million impairment charge.(4)
    
    These projects are part of mixed-use developments.(5)
    
    Estimated Total Costs and Costs Capitalized to Date are net of $17.2 million, which
represents the portion of the development placed into service during 2007. Total square
feet is net of 261,000 square feet which represents the portion of the project placed into
service during 2007.(6)
    
    This project will include the sale of undeveloped parcels.(7)
    
    Estimated Total Costs and Costs Capitalized to Date are net of $0.7 million, which
represents portion of units/lots sold during 2007.  9. Investment in Partially-Owned Entities and Other Arrangements
 Investments in Consolidated Partially-Owned Entities
   Investments in Unconsolidated Partially-Owned Entities
  97




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##### Table of Contents



(in thousands)Percent
    
    
    December 31,
    
    
    December 31,Owned
    
    
    2007
    
    
    2006Multifamily:Arbors at Windsor Lake, Columbia, SC
    
    
    10.00
    %
    
    $
    569
    
    
    $
    614Auberry at Twin Creeks, Dallas, TX
    
    
    15.00
    %
    
    
    702
    
    
    
    Belterra, Ft. Worth, TX
    
    
    10.00
    %
    
    
    708
    
    
    
    944Carter Regents Park, Atlanta, GA
    
    
    40.00
    % (1)
    
    
    5,282
    
    
    
    6,231CG at Canyon Creek, Austin, TX (Development)
    
    
    25.00
    %
    
    
    1,226
    
    
    
    1,416CG at Huntcliff, Atlanta, GA
    
    
    20.00
    %
    
    
    2,138
    
    
    
    2,327CG at Lake Forest, Dallas, TX (Development)
    
    
    20.00
    %
    
    
    1,003
    
    
    
    CG at Research Park, Raleigh, NC
    
    
    20.00
    %
    
    
    1,197
    
    
    
    1,247CG at Traditions, Gulf Shores, AL (Development)
    
    
    35.00
    %
    
    
    1,591
    
    
    
    CMS / Colonial Joint Venture I
    
    
    15.00
    %
    
    
    435
    
    
    
    498CMS / Colonial Joint Venture II
    
    
    15.00
    %  (2)
    
    
    (419
    )
    
    
    (252
    )CMS Florida
    
    
    25.00
    % (3)
    
    
    (338
    )
    
    
    1,072CMS Tennessee
    
    
    25.00
    % (4)
    
    
    258
    
    
    
    1,234CV at Matthews, Charlotte, NC
    
    
    25.00
    %
    
    
    1,004
    
    
    
    1,059DRA Alabama
    
    
    10.00
    %
    
    
    2,260
    
    
    
    2,311DRA CV at Cary, Raleigh, NC
    
    
    20.00
    %
    
    
    2,026
    
    
    
    DRA Cunningham, Austin, TX
    
    
    20.00
    %
    
    
    969
    
    
    
    1,053DRA Southwest Partnership
    
    
    23.00
    % (5)
    
    
    
    
    
    
    495DRA The Grove at Riverchase, Birmingham, AL
    
    
    20.00
    %
    
    
    1,409
    
    
    
    1,552Fairmont at Fossil Creek, Fort Worth, TX
    
    
    15.00
    %
    
    
    567
    
    
    
    Heritage at Deerwood, Jacksonville, FL
    
    
    47.00
    % (6)
    
    
    
    
    
    
    4,765Merritt at Godley Station, Savannah, GA
    
    
    35.00
    % (7)
    
    
    
    
    
    
    3,169Park Crossing, Fairfield, CA
    
    
    10.00
    %
    
    
    797
    
    
    
    1,000Stone Ridge, Columbia, SC
    
    
    10.00
    %
    
    
    451
    
    
    
    492Total Multifamily
    
    
    
    
    
    
    23,835
    
    
    
    31,227Office:600 Building Partnership, Birmingham, AL
    
    
    33.33
    %
    
    
    76
    
    
    
    50Colonial Center Mansell JV
    
    
    15.00
    %
    
    
    1,377
    
    
    
    2,513DRA / CRT JV
    
    
    15.00
    % (8)
    
    
    23,365
    
    
    
    38,069DRA / CLP JV
    
    
    15.00
    % (9)
    
    
    (6,603
    )
    
    
    Huntville TIC; Huntsville, AL
    
    
    40.00
    % (10)
    
    
    7,922
    
    
    
    Total Office
    
    
    
    
    
    
    26,137
    
    
    
    40,632Retail:Colonial Promenade Madison, Huntsville, AL
    
    
    25.00
    %
    
    
    2,258
    
    
    
    2,308Colonial Promenade Smyrna, Smyrna, TN (Development)
    
    
    50.00
    %
    
    
    2,297
    
    
    
    2,393GPT / Colonial Retail JV
    
    
    10.00
    % (11)
    
    
    (5,021
    )
    
    
    (3,068
    )Highway 150, LLC, Birmingham, AL
    
    
    10.00
    %
    
    
    64
    
    
    
    70OZRE JV
    
    
    15.00
    % (12)
    
    
    (6,204
    )
    
    
    Parkway Place Limited Partnership, Huntsville, AL
    
    
    45.00
    %
    
    
    10,342
    
    
    
    11,012Colonial Promenade Craft Farms, Gulf Shores, AL
    
    
    15.00
    %
    
    
    1,300
    
    
    
    Parkside Drive LLC I, Knoxville, TN
    
    
    50.00
    %
    
    
    6,898
    
    
    
    7,178Parkside Drive LLC II, Knoxville, TN (Development)
    
    
    50.00
    %
    
    
    6,270
    
    
    
    Colonial Promenade Alabaster II/Tutwiler II, Birmingham, AL
    
    
    5.00
    %
    
    
    (107
    )
    
    
    18,097
    
    
    
    19,893Other:Heathrow, Orlando, FL
    
    
    50.00
    %
    
    
    1,585
    
    
    
    1,106Colonial / Polar-BEK Management Company,
Birmingham, AL
    
    
    50.00
    %
    
    
    28
    
    
    
    341,613
    
    
    
    1,140$
    69,682
    
    
    $
    92,892
 Footnotes on following page
 98




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(1)
    
    Carter Regents Park includes a $1.2 million non-cash impairment charge that was
recorded during the year ended December 31, 2007. This impairment is included in
Impairment in CRLPs Consolidated Statements of Income and Comprehensive Income.(2)
    
    The CMS/Colonial Joint Venture II holds one property in which CRLP has a 15%
partnership interest. CRLP sold its 5% partnership interest in the other property in May
2007.(3)
    
    CRLP sold its interest in Colonial Grand at Bayshore during January 2007.(4)
    
    CRLP sold its interest in Colonial Village at Hendersonville during September 2007.(5)
    
    The DRA Southwest Partnership, comprised of 15 multifamily properties totaling 3,957
units, sold the properties held in the joint venture on December 21, 2006.(6)
    
    CRLP sold its interest in Heritage at Deerwood during March 2007.(7)
    
    CRLP acquired the remaining 65% interest in Merritt at Godley Station during May
2007.(8)
    
    As of December 31, 2007, the DRA/CRT JV included 18 properties located in Ft.
Lauderdale, Jacksonville and Orlando, Florida; Atlanta, Georgia; Rockville, Maryland;
Charlotte, North Carolina; Memphis, Tennessee and Houston, Texas. CRLP sold its interest
in Saint Petersburg Centre and Las Olas Centre during 2007.(9)
    
    As of December 31, 2007, the DRA/CLP JV included 16 office properties and two
retail properties located in Birmingham, Alabama; Orlando and Tampa, Florida; Atlanta,
Georgia; Charlotte, North Carolina and Austin, Texas. Amount includes the value of CRLPs
investment of approximately $29.2 million, offset by the excess basis difference on the
transaction of approximately $35.8 million, which is being amortized over the life of the
properties.(10)
    
    In November 2007, CRLP and its partner, DRA, disposed of their interest in nine
office properties totaling 1.7 million square feet located in Huntsville, Alabama, that
were originally acquired from CRLP in June 2007 in connection with the office joint
venture transaction. As part of the transaction, CRLP acquired a 40% interest (of which
30% is held by CPSI) in three TIC investments of the same nine office properties for a
total acquisition price of $88.7 million, which included the issuance of $43.0 million of
third-party secured financing and $30.4 million of ground lease financing. The value of
CRLPs investment is offset by the excess basis difference on the transaction of
approximately $12.0 million, which is being amortized over the life of the properties.
CRLP continues to manage the nine properties and intends to sell CPSIs 30% ownership
position in each of these TIC investments to approximately 10% over the next 12 months
through offerings sponsored by Bluerock Real Estate, LLC to unrelated TIC investors and to
retain CRLPs 10% ownership interest.(11)
    
    Amount includes the value of CRLPs investment of approximately $4.4 million, offset
by the excess basis difference on the transaction of approximately $9.4 million, which is
being amortized over the life of the properties.(12)
    
    As of December 31, 2007, the OZRE JV included 11 retail properties located in
Birmingham, Alabama; Jacksonville, Orlando, Punta Gorda and Tampa, Florida; Athens,
Georgia and Houston, Texas. Amount includes the value of CRLPs investment of
approximately $11.1 million, offset by the excess basis difference on the transaction of
approximately $17.3 million, which is being amortized over the life of the properties.       99




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As of December 31,(in thousands)
    
    2007
    
    
    2006Balance SheetAssetsLand, building, & equipment, net
    
    $
    3,713,743
    
    
    $
    2,414,827Construction in progress
    
    
    106,098
    
    
    
    80,347Other assets
    
    
    342,894
    
    
    
    273,159Total assets
    
    $
    4,162,735
    
    
    $
    2,768,333Liabilities and Partners EquityNotes payable (1)
    
    $
    3,224,146
    
    
    $
    2,115,048Other liabilities
    
    
    115,345
    
    
    
    48,517Partners Equity
    
    
    823,244
    
    
    
    604,768Total liabilities and partners capital
    
    $
    4,162,735
    
    
    $
    2,768,333
 Statement of Operations
 (for the years ended)
    
    2007
    
    
    2006
    
    
    2005Revenues
    
    $
    425,115
    
    
    $
    380,280
    
    
    $
    168,108Operating expenses
    
    
    (174,278
    )
    
    
    (155,845
    )
    
    
    (70,155
    )Interest expense
    
    
    (154,896
    )
    
    
    (143,862
    )
    
    
    (55,886
    )Depreciation, amortization and other
    
    
    (68,927
    )
    
    
    87,613
    
    
    
    (49,711
    )Net income
    
    $
    27,014
    
    
    $
    168,186
    
    
    $
    (7,644
    )
 
 (1)
    
    CRLPs pro rata portion of indebtedness, as calculated based on ownership
percentage, at December 31, 2007 and 2006 was $544.2 million and $367.2 million,
respectively.  102




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##### Table of Contents



Total Assets
    
    
    Total Debt
    
    
    Total Equity2007
    
    
    2006
    
    
    2007
    
    
    2006
    
    
    2007
    
    
    2006DRA/CRT
    
    $
    1,248,807
    
    
    $
    1,542,311
    
    
    $
    993,264
    
    
    $
    1,163,968
    
    
    $
    202,162
    
    
    $
    316,002DRA/CLP
    
    
    973,861
    
    
    
    
    
    
    
    741,907
    
    
    
    
    
    
    
    194,210
    
    
    
    OZRE
    
    
    362,734
    
    
    
    
    
    
    
    284,000
    
    
    
    
    
    
    
    74,012
    
    
    
    $
    2,585,402
    
    
    $
    1,542,311
    
    
    $
    2,019,171
    
    
    $
    1,163,968
    
    
    $
    470,384
    
    
    $
    316,002
  Total Revenues
    
    
    Net Income
    
    
    Share of Net Income (1)2007
    
    
    2006
    
    
    2005
    
    
    2007
    
    
    2006
    
    
    2005
    
    
    2007
    
    
    2006
    
    
    2005DRA/CRT
    
    $
    179,049
    
    
    $
    215,676
    
    
    $
    54,613
    
    
    $
    14,398
    
    
    $(
    41,909
    )
    
    $
    (12,015
    )
    
    $
    2,941
    
    
    $
    (6,286
    )
    
    $
    (1,802
    )DRA/CLP
    
    
    72,824
    
    
    
    
    
    
    
    
    
    
    
    (1,682
    )
    
    
    
    
    
    
    
    
    
    
    975
    
    
    
    
    
    
    
    OZRE
    
    
    18,532
    
    
    
    
    
    
    
    
    
    
    
    (4,928
    )
    
    
    
    
    
    
    
    
    
    
    (232
    )
    
    
    
    
    
    
    $
    270,405
    
    
    $
    215,676
    
    
    $
    54,613
    
    
    $
    7,788
    
    
    $(
    41,909
    )
    
    $
    (12,015
    )
    
    $
    3,684
    
    
    $
    (6,286
    )
    
    $
    (1,802
    )
 
 (1)
    
    Includes amortization of excess basis differences and management fee eliminations. 10. Segment Information
  103




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For the Year Ended December 31,(in thousands)
    
    2007
    
    
    2006
    
    
    2005Revenues:Segment Revenues:Multifamily
    
    $
    307,942
    
    
    $
    320,519
    
    
    $
    279,744Office
    
    
    98,746
    
    
    
    172,381
    
    
    
    133,368Retail
    
    
    70,668
    
    
    
    110,291
    
    
    
    159,460Total Segment Revenues
    
    
    477,356
    
    
    
    603,191
    
    
    
    572,572Partially-owned unconsolidated entities  Mfam
    
    
    (10,287
    )
    
    
    (18,906
    )
    
    
    (15,526
    )Partially-owned unconsolidated entities  Off
    
    
    (41,397
    )
    
    
    (33,736
    )
    
    
    (8,376
    )Partially-owned unconsolidated entities  Rtl
    
    
    (19,037
    )
    
    
    (14,497
    )
    
    
    (6,430
    )Construction revenues
    
    
    38,448
    
    
    
    30,484
    
    
    
    Other non-property related revenue
    
    
    19,352
    
    
    
    17,693
    
    
    
    7,939Discontinued operations property revenues
    
    
    (62,918
    )
    
    
    (138,852
    )
    
    
    (175,611
    )Total Consolidated Revenues
    
    
    401,517
    
    
    
    445,377
    
    
    
    374,568NOI:Segment NOI:Multifamily
    
    
    183,106
    
    
    
    190,838
    
    
    
    166,972Office
    
    
    63,565
    
    
    
    112,616
    
    
    
    90,275Retail
    
    
    48,742
    
    
    
    79,321
    
    
    
    112,103Total Segment NOI
    
    
    295,413
    
    
    
    382,775
    
    
    
    369,350Partially-owned unconsolidated entities  Mfam
    
    
    (4,991
    )
    
    
    (10,813
    )
    
    
    (8,729
    )Partially-owned unconsolidated entities  Off
    
    
    (24,114
    )
    
    
    (19,533
    )
    
    
    (4,561
    )Partially-owned unconsolidated entities  Rtl
    
    
    (13,051
    )
    
    
    (9,897
    )
    
    
    (4,494
    )Other non-property related revenue
    
    
    19,352
    
    
    
    17,693
    
    
    
    7,939Discontinued operations property NOI
    
    
    (33,727
    )
    
    
    (83,215
    )
    
    
    (108,475
    )Impairment  discontinued ops (1)
    
    
    (2,950
    )
    
    
    
    
    
    
    Impairments  continuing ops (2)
    
    
    (43,679
    )
    
    
    (1,600
    )
    
    
    Construction NOI
    
    
    3,902
    
    
    
    1,073
    
    
    
    Property management expenses
    
    
    (12,182
    )
    
    
    (12,590
    )
    
    
    (12,615
    )General and administrative expenses
    
    
    (27,160
    )
    
    
    (21,098
    )
    
    
    (19,549
    )Management fee and other expenses
    
    
    (15,677
    )
    
    
    (12,618
    )
    
    
    (4,576
    )Restructuring charge
    
    
    (3,019
    )
    
    
    
    
    
    
    Depreciation
    
    
    (103,107
    )
    
    
    (118,043
    )
    
    
    (100,944
    )Amortization
    
    
    (10,596
    )
    
    
    (17,535
    )
    
    
    (39,979
    )Other
    
    
    (1,249
    )
    
    
    (884
    )
    
    
    1,370Income from operations
    
    
    23,165
    
    
    
    93,715
    
    
    
    74,737Total other income (expense), net (3)
    
    
    (46,130
    )
    
    
    (5,370
    )
    
    
    (2,336
    )Income before minority interest
and discontinued operations
    
    $
    (22,965
    )
    
    $
    88,345
    
    
    $
    72,401
 December 31,
    
    
    December 31,(in thousands)
    
    2007
    
    
    2006AssetsSegment AssetsMultifamily
    
    $
    2,449,558
    
    
    $
    2,539,367Office
    
    
    82,630
    
    
    
    799,089Retail
    
    
    149,933
    
    
    
    663,216For-Sale Residential
    
    
    211,729
    
    
    
    140,350Total Segment Assets
    
    
    2,893,850
    
    
    
    4,142,022Unallocated corporate assets (4)
    
    
    335,787
    
    
    
    289,752$
    3,229,637
    
    
    $
    4,431,774
 
 (1)
    
    Of the $3.0 million impairment charge presented in discontinued operations, $2.5 million is
related to a retail asset sold during the third quarter of 2007, and $0.45 million is a result
of fire damage sustained during the third quarter of 2007 at a multifamily apartment
community, which was classified as Held for Sale on CRLPs Consolidated Balance Sheet at
December 31, 2007.(2)
    
    Of the $43.7 million impairment charge presented in continuing operations, $43.3 million is
a non-cash impairment charge ($26.8 million net of income tax) recorded during the third
quarter of 2007 related to CRLPs for-sale residential business as a result of the
deterioration in the single family housing market and dislocation in the mortgage markets, and
$0.35 million is a result of fire damage sustained during the third quarter of 2007 at a
multifamily apartment community.(3)
    
    For-sale residential activities including net gain on sales and income tax expense
(benefit) are included in other income. (See table below for additional details on for-sale
residential activities and also Note 6 related to for-sale activities).(4)
    
    Includes CRLPs investment in partially-owned entities of $69,682 and $92,892 as of
December 31, 2007 and 2006, respectively. 104




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For-Sale Residential
 For the Year Ended December 31,(in thousands)
    
    2007
    
    
    2006
    
    
    2005Gains on for-sale residential sales
    
    $
    3,137
    
    
    $
    2,830
    
    
    $
    Impairment
    
    
    (43,300
    )
    
    
    (1,600
    )
    
    
    Income tax benefit (expense)
    
    
    15,398
    
    
    
    (1,404
    )
    
    
    Income (loss) from for-sale residential sales
    
    $
    (24,765
    )
    
    $
    (174
    )
    
    $
    
 11. Notes and Mortgages Payable
  (in thousands)2007
    
    
    2006Unsecured credit facility
    
    $
    39,316
    
    
    $
    185,000Mortgages and other notes:2.00% to 6.00%
    
    
    714,197
    
    
    
    801,9916.01% to 7.50%
    
    
    843,326
    
    
    
    1,288,3077.51% to 9.00%
    
    
    45,000
    
    
    
    122,608$
    1,641,839
    
    
    $
    2,397,906
      105




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(in thousands)2008
    
    $
    43,9542009
    
    
    6822010
    
    
    320,7212011
    
    
    100,7622012
    
    
    140,121Thereafter
    
    
    1,035,599$
    1,641,839
   12. Derivative Instruments
 Accounting for Derivative Instruments and Hedging Activities
  106




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107




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##### Table of Contents



13. Capital Structure
   (in thousands)Redemption value, December 31, 2006
    
    $
    495,956Net income available to common unitholders
allocated to limited partners
    
    
    10,099Adjustment of limited partner common equity
to redemption value (1)
    
    
    (278,561
    )Redemption value, December 31, 2007
    
    $
    227,494
 
 (1)
    
    This amount includes the impact of the $10.63 special distribution related to the June 2007 joint venture transactions disclosed in Note 2.   14. Cash Contributions
  108




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The Effect on the Calculation of Earnings per Share
for the Redemption or Induced Conversion of Preferred Stock
   15. Share-based Compensation
  109




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Incentive Share Plans
    For the Year EndingDecember 31,2007
    
    2006
    
    2005Dividend yield
    
    
    5.76
    %
    
    
    5.76
    %
    
    
    6.53
    %Expected volatility
    
    
    19.42
    %
    
    
    21.01
    %
    
    
    21.38
    %Risk-free interest rate
    
    
    4.64
    %
    
    
    5.11
    %
    
    
    4.52
    %Expected option term (years)
    
    
    7.2
    
    
    
    7.5
    
    
    
    7.5
    Options OutstandingWeighted AverageShares
    
    
    Exercise Price (1)Options outstanding, beginning of period
    
    
    1,637,265
    
    
    $
    23.40Granted
    
    
    116,242
    
    
    
    39.33Exercised
    
    
    (131,359
    )
    
    
    22.34Forfeited
    
    
    (27,218
    )
    
    
    22.56Options outstanding, end of period
    
    
    1,594,930
    
    
    $
    24.65
 
 (1)
    
    In connection with the special distribution paid by the 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. 110




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##### Table of Contents



(amounts in thousands)Balance, December 31, 2006
    
    $
    8,537Amortization of deferred compensation
    
    
    (4,010
    )Issuance of restricted shares
    
    
    3,822Balance, December 31, 2007
    
    $
    8,349
  Weighted AverageFor the Year Ended
    
    
    Grant DateDecember 31, 2007
    
    
    Fair ValueNonvested Restricted Shares, December 31, 2006
    
    
    272,144
    
    
    $
    43.39Granted
    
    
    223,753
    
    
    
    40.44Vested
    
    
    (67,305
    )
    
    
    39.94Cancelled/Forfeited
    
    
    (8,983
    )
    
    
    43.19Nonvested Restricted Shares, December 31, 2007
    
    
    419,609
    
    
    $
    41.35
  Adoption of Incentive Program
  111




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##### Table of Contents




    
    the grant of a specified number of restricted shares, totaling approximately $6.3
million which vest at the end of the five-year service period beginning on April 26,
2006 (the Vesting Period), and/or
    
    an opportunity to earn a performance bonus, based on absolute and relative total
shareholder return over a three-year period beginning January 1, 2006 and ending
December 31, 2008 (the Performance Period).
     Employee Share Purchase Plan
  16. Employee Benefits
 Noncontributory Defined Benefit Pension Plan
  112




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##### Table of Contents



(in thousands)2007
    
    
    2006Change in benefit obligationBenefit obligation at beginning of year
    
    $
    15,662
    
    
    $
    14,876Service cost
    
    
    253
    
    
    
    1,171Interest cost
    
    
    758
    
    
    
    815Curtailment (gain) loss
    
    
    (4,087
    )
    
    
    Settlment (gain) loss
    
    
    (380
    )
    
    
    Benefits paid
    
    
    (134
    )
    
    
    (120
    )Settlement payments
    
    
    (13,949
    )
    
    
    Actuarial (gain) loss
    
    
    2,592
    
    
    
    (1,080
    )Benefit obligation at end of year
    
    $
    715
    
    
    $
    15,662Change in plan assetsFair value of plan assets at beginning of year
    
    $
    10,317
    
    
    $
    8,731Actual return on plan assets
    
    
    718
    
    
    
    892Employer contributions
    
    
    3,100
    
    
    
    814Benefits paid
    
    
    (134
    )
    
    
    (120
    )Settlement payments
    
    
    (13,949
    )
    
    
    Fair value of plan assets at end of year
    
    $
    52
    
    
    $
    10,317Funded status
    
    $
    (663
    )
    
    $
    (5,345
    )
  Amounts recognized in the consolidated balance sheets
 (in thousands)2007
    
    2006Other liabilities
    
    $
    (663
    )
    
    $
    (5,345
    )
 Amounts recognized in accumulated other comprehensive income
 2007
    
    
    2006Net (gain) loss
    
    $
    
    
    
    $
    2,581Prior service cost
    
    
    
    
    
    
    34Net amount recognized
    
    $
    
    
    
    $
    2,615
  (in thousands)
    
    2007
    
    2006Accumulated benefit obligation
    
    $
    715
    
    
    $
    12,078
  113




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Components of Net Periodic Benefit Cost
 (in thousands)2007
    
    
    2006Service cost
    
    $
    253
    
    
    $
    1,170Interest cost
    
    
    758
    
    
    
    815Expected return on plan assets
    
    
    (611
    )
    
    
    (735
    )Amortization of prior service cost
    
    
    1
    
    
    
    8Amortization of net (gain) loss
    
    
    22
    
    
    
    215Curtailment (gain) loss
    
    
    33
    
    
    
    Settlement (gain) loss
    
    
    549
    
    
    
    Net periodic benefit cost
    
    $
    1,005
    
    
    $
    1,473
  Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income
 (in thousands)2007
    
    
    2006Net (gain) loss
    
    $
    (2,581
    )
    
    $
    2,581Prior service cost
    
    
    (33
    )
    
    
    34Amortization of prior service cost
    
    
    (1
    )
    
    
    Total recognized in other comprehensive income
    
    $
    (2,615
    )
    
    $
    2,615Total recognized in net periodic benefit cost andother comprehensive income
    
    $
    (1,610
    )
    
    $
    4,088
 Estimated amortization from accumulated other comprehensive
income into net periodic pension cost over the next twelve months
 (in thousands)Amortization of net (gain) loss
    
    $
    
    
    
    $
    86Amortization of prior service cost
    
    $
    
    
    
    $
    5
  2007
    
    2006Weighted-average assumptions used to determine
benefit obligations at December 31Discount rate
    
    
    5.00
    %
    
    
    5.75
    %Rate of compensation increase
    
    
    n/a
    
    
    
    3.00
    %Weighted-average assumptions used to determine
net cost for years ended December 31Discount rate
    
    
    5.00
    %
    
    
    5.50
    %Expected long-term rate of return on plan assets
    
    
    5.00
    %
    
    
    8.00
    %Rate of compensation increase
    
    
    3.00
    %
    
    
    3.00
    %
  114




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Percentage of Plan Assets atDecember 31Asset Category
    
    2007
    
    
    2006Equity Securities
    
    
    n/a
    
    
    
    57
    %Debt Securities
    
    
    n/a
    
    
    
    29
    %Real estate
    
    
    n/a
    
    
    
    4
    %Other
    
    
    100
    %
    
    
    10
    %Total
    
    
    100
    %
    
    
    100
    %
   (in thousands)EmployerContributions2006
    
    $
    8142007
    
    $
    3,100Expected 2008
    
    $
    663Benefit payments (including termination settlement payments)2007
    
    $
    14,084
  Estimated Future Benefit Payments(in thousands)2008 (final settlement payment)
    
    $
    715Thereafter
    
    
    
 401(k) Plan
  17. Income Taxes
   115




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(in thousands)2007
    
    
    2006Current tax expense:Federal
    
    $
    7,929
    
    
    $
    13,242State
    
    
    1,401
    
    
    
    2,0409,330
    
    
    
    15,282Deferred tax benefit:Federal
    
    
    (14,187
    )
    
    
    (2,641
    )State
    
    
    (2,587
    )
    
    
    (482
    )(16,774
    )
    
    
    (3,123
    )Total income tax expense (benefit)
    
    
    (7,444
    )
    
    
    12,159Income tax expense  discontinued operations
    
    
    (1,839
    )
    
    
    (8,554
    )Income tax expense (benefit)  continuing operations
    
    $
    (9,283
    )
    
    $
    3,605
    (in thousands)2007
    
    
    2006Deferred tax assets:Real estate asset basis differences
    
    $
    128
    
    
    $
    68Impairments
    
    
    17,466
    
    
    
    622Deferred revenue
    
    
    1,795
    
    
    
    1,792Allowance for doubtful accounts
    
    
    321
    
    
    
    243Accrued liabilities
    
    
    458
    
    
    
    398$
    20,168
    
    
    $
    3,123Deferred tax liabilities:Real estate asset basis differences
    
    
    (271
    )
    
    
    (271
    )
    
    
    Net deferred tax assets
    
    $
    19,897
    
    
    $
    3,123
   2007
    
    2006Federal tax rate
    
    
    35.00
    %
    
    
    35.00
    %State income tax, net of federal income tax benefit
    
    
    4.09
    %
    
    
    3.19
    %Other
    
    
    2.78
    %
    
    
    0.12
    %CPSI provision for income taxes
    
    
    41.87
    %
    
    
    38.31
    %
  116




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18. Leasing Operations
  (in thousands)2008
    
    $
    12,5642009
    
    
    13,4942010
    
    
    13,5042011
    
    
    13,1062012
    
    
    10,630Thereafter
    
    
    60,941$
    124,239
   19. Commitments, Contingencies, Guarantees and Other Arrangements
 Commitments and Contingencies
     Guarantees and Other Arrangements
  117




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20. Related Party Transactions
    118




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21. Subsequent Events
 Property Acquisitions
  Property Dispositions
 Multifamily Communities
    Office Property
  Financing Activities
  119




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##### Table of Contents



Distribution
  22. Quarterly Financial Information (Unaudited)
  2007(in thousands, except per unit data)First
    
    Second
    
    Third
    
    FourthQuarter
    
    Quarter
    
    Quarter
    
    QuarterRevenues
    
    $
    120,188
    
    
    $
    114,527
    
    
    $
    84,306
    
    
    $
    82,496Income (loss) from continuing operations
    
    
    3,894
    
    
    
    (15,693
    )
    
    
    (18,535
    )
    
    
    6,034Income from discontinued operations
    
    
    41,545
    
    
    
    40,276
    
    
    
    15,196
    
    
    
    3,971Net income
    
    
    45,439
    
    
    
    24,583
    
    
    
    (3,339
    )
    
    
    10,005Preferred dividends
    
    
    (6,303
    )
    
    
    (5,683
    )
    
    
    (4,352
    )
    
    
    (4,351
    )Preferred share issuance costs write-off
    
    
    
    
    
    
    (330
    )
    
    
    (29
    )
    
    
    (1
    )Net income available to common unitholders
    
    
    39,136
    
    
    
    18,570
    
    
    
    (7,720
    )
    
    
    5,653Net income 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
 2006(in thousands, except per unit data)First
    
    Second
    
    Third
    
    FourthQuarter
    
    Quarter
    
    Quarter
    
    QuarterRevenues
    
    $
    112,645
    
    
    $
    109,577
    
    
    $
    109,535
    
    
    $
    113,620Income (loss) from continuing operations
    
    
    1,101
    
    
    
    28,664
    
    
    
    (7,275
    )
    
    
    66,621Income from discontinued operations
    
    
    13,794
    
    
    
    15,947
    
    
    
    31,804
    
    
    
    102,209Net income
    
    
    14,895
    
    
    
    44,611
    
    
    
    24,529
    
    
    
    168,830Preferred dividends
    
    
    (7,912
    )
    
    
    (7,518
    )
    
    
    (6,363
    )
    
    
    (6,360
    )Preferred share issuance costs write-off
    
    
    (159
    )
    
    
    (1,924
    )
    
    
    (45
    )
    
    
    Net income available to common unitholders
    
    
    6,824
    
    
    
    35,169
    
    
    
    18,121
    
    
    
    162,469Net income per unit:Basic
    
    $
    0.12
    
    
    $
    0.63
    
    
    $
    0.32
    
    
    $
    2.87Diluted
    
    $
    0.12
    
    
    $
    0.62
    
    
    $
    0.32
    
    
    $
    2.85Weighted average common units outstanding:Basic
    
    
    55,844
    
    
    
    56,117
    
    
    
    56,286
    
    
    
    56,394Diluted
    
    
    55,844
    
    
    
    56,590
    
    
    
    56,286
    
    
    
    56,960
 120




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##### Table of Contents



Report of Independent Registered Public Accounting Firm
 
 Internal Control  Integrated Framework
   
 121




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##### Table of Contents



Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
  
 Item 9A. Controls and Procedures.
 Evaluation of Disclosure Controls and Procedure
  Changes in Internal Control Over Financial Reporting
  Managements Report on Internal Control Over Financial Reporting
      
 Item 9B. Other Information.
  122




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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
      Name and Business Address
    
    Number of
    
    Percent ofof Beneficial Owner
    
    Units
    
    Units (1)Colonial Properties Trust
    
    
    47,292,433
    
    
    
    82.6
    %Thomas H. Lowder
    
    
    2,431,819
    (2)
    
    
    4.2
    %James K. Lowder
    
    
    2,431,885
    (3)
    
    
    4.2
    %2000 Interstate Parkway Suite 400
Montgomery, Alabama 36104Carl F. Bailey
    
    
    17,595
    
    
    
    *M. Miller Gorrie
    
    
    266,523
    (4)
    
    
    *William M. Johnson
    
    
    398,200
    (5)
    
    
    *Glade M. Knight
    
    
    
    
    
    
    *Herbert A. Meisler
    
    
    544,529
    (6)
    
    
    1.0
    %Claude B. Nielsen
    
    
    5,865
    
    
    
    *Harold W. Ripps
    
    
    1,925,975
    
    
    
    3.4
    %Donald T. Senterfitt
    
    
    
    
    
    
    *John W. Spiegel
    
    
    
    
    
    
*C. Reynolds Thompson, III
    
    
    17,595
    
    
    
    *Weston M. Andress
    
    
    
    
    
    
    *Robert A. Jackson
    
    
    17,595
    
    
    
    *Charles A. McGehee
    
    
    17,595
    
    
    
    *Paul F. Earle
    
    
    17,595
    
    
    
    *All executive officers and trustees as a group
(18 persons)
    
    
    6,403,312
    (7)
    
    
    11.2
    %
 123




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##### Table of Contents



*
    
    Less than 1%(1)
    
    The number of units outstanding as of February 20, 2008
was 57,285,211.(2)
    
    Includes 75,421 units owned by Thomas H. Lowder 2006 Two-Year Trust, 89,285 units owned by
Thomas Lowder Investments, LLC, 1,707,054 units owned by Colonial Commercial Investments, Inc.
(CCI), 130 units held in trust for the benefit of
Thomas Lowders children and 559,929 units owned directly 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 108,021 units owned by James K. Lowder 2006 Two-Year Trust, 89,285 units owned by
James Lowder Investments, LLC, 1,707,054 units owned by CCI, 195 units held in trust for
the benefit of James K. Lowders children and 527,330 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 338,200 units owned by Mr. Johnson and 60,000
units directly owned by WMJ & PBJ Foundation.(6)
    
    Includes 471,872 units owned by Meisler Enterprises L.P., a limited partnership of which Mr.
Meisler and his wife are sole partners, and 72,657 units directly owned by Mr. Meisler.(7)
    
    Units held by CCI have been counted only once for this purpose.  Number of securities remainingNumber of securities to be
    
    Weighted-average
    
    available for future issuanceissued upon exercise of
    
    exercise price of
    
    under equity compensation plansoutstanding options, warrants
    
    outstanding options,
    
    (excluding securities reflected inPlan Category
    
    and rights (a)
    
    warrants and rights (b)
    
    column (a))Equity compensation
plans approved by
security holders
(1)
    
    
    1,835,777
    (2)
    
    $
    23.83
    (3)
    
    
    2,284,567Equity compensation
plans not approved
by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    1,835,777
    
    
    $
    23.83
    
    
    
    2,284,567
 (1)
    
    These plans include 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 419,609 restricted shares of the Trust that had not vested as of December 31, 2007.(3)
    
    Weighted-average exercise price of outstanding options has been adjusted for the special
distribution paid 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.
  124




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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
    
    Acquisition and Contribution Agreement
and Joint Escrow Instructions dated
September 16, 2005 by and among Marelda
Retail Development LLC and CRLP, and
amendments thereto
    
    Incorporated by
reference to
Exhibit 2.1 to
CRLPs Current
Report on Form 8-K
filed with the SEC
on November 30,
20052.5
    
    Acquisition and Contribution Agreement
and Joint Escrow Instructions dated
September 16, 2005 by and among Marelda
Retail Development LLC and Colonial
Realty Limited Partnership, and
amendments thereto
    
    Incorporated by
reference to
Exhibit 2.2 to
CRLPs Current
Report on Form 8-K
filed with the SEC
on November 30,
2005
 125




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##### Table of Contents



Exhibit No.
    
    Exhibit
    
    Reference2.6
    
    Membership Interests Purchase Agreement
(Office Joint Venture), dated as of
April 25, 2007, between DRA G&I Fund VI
Real Estate Investment Trust and
Colonial Properties Trust
    
    Incorporated by
reference to
Exhibit 2.1 to the
Trusts Current
Report on Form 8-K
filed with the SEC
on May 1, 20072.7
    
    Membership Interests Purchase Agreement
(Retail Joint Venture), dated as of
April 25, 2007, between OZRE Retail,
LLC and Colonial Properties Trust
    
    Incorporated by
reference to
Exhibit 2.2 to the
Trusts Current
Report on Form 8-K
filed with the SEC
on May 1, 20072.8
    
    First Amendment to Membership Interests
Purchase Agreement (Retail Joint
Venture), dated as of June 15, 2007,
between OZRE Retail LLC and Colonial
Properties Trust
    
    Incorporated by
reference to
Exhibit 2.3 to the
Trusts Current
Report on Form 8-K
filed with the SEC
on June 21, 20073.1
    
    Declaration of Trust of Company, as
amended
    
    Incorporated by
reference to
Exhibit 3.1 to the
Trusts Quarterly
Report on Form 10-Q
for the quarter
ended June 30, 20073.2
    
    Bylaws of the Trust, as amended
    
    Incorporated by
reference to
Exhibit 3.1 to the
Trusts Current
Report on Form 8-K
filed with the SEC
on April 30, 20074.1
    
    Indenture dated as of July 22, 1996, by
and between CRLP and Deutsche Bank
Trust Company Americas (formerly
Bankers Trust Company)
    
    Incorporated by
reference to
Exhibit 4.1 to the
CRLPs Annual
Report on Form
10-K/A filed with
the SEC on October
10, 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)4.3
    
    Rights Agreement dated as of November
2, 1998 between Colonial Properties
Trust and BankBoston, N.A.
    
    Incorporated by
reference to
Exhibit 10.14 to
the 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)4.4
    
    First Amendment to Rights Agreement,
dated as of August 29, 2005, between
the Trust and EquiServe Trust Company,
N.A., as successor to BankBoston, N.A.,
as Rights Agent
    
    Incorporated by
reference to
Exhibit 4.2 to the
Trusts Current
Report on Form 8-K
filed with the SEC
on September 1,
20054.5
    
    Deposit Agreement for Series D
depository shares by and among the
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,
20034.6
    
    Form of Deposit Agreement for Series E
depository shares by and among the
Trust and Equiserve Trust Company, N.A.
and Equiserve, Inc.
    
    Incorporated by
reference to
Exhibit 4.1 to the
Trusts
Registration
Statement on Form
8-A filed with the
SEC on February 7,
2005
 126




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##### Table of Contents



Exhibit No.
    
    Exhibit
    
    Reference10.1
    
    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)10.6
    
    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)
 127




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##### Table of Contents



Exhibit No.
    
    Exhibit
    
    Reference10.8
    
    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)10.12
    
    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 December 29, 1994,
among the Trust and the persons named
therein
    
    Incorporated by
reference to
Exhibit 10.2.12 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)10.14
    
    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)10.15
    
    Second Amended and Restated Employee
Share Option and Restricted Share Plan

    
    Incorporated by
reference to
Exhibit 10.18 to
the Trusts Annual
Report on Form 10-K
for the period
ending December 31,
2003
 128




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##### Table of Contents



Exhibit No.
    
    Exhibit
    
    Reference10.15.1
    
    Form of Employee Share Option and
Restricted Share Plan Agreement  2
Year Vesting 
    
    Incorporated by
reference to
Exhibit 10.18.1 to
the Trusts
Quarterly Report on
Form 10-Q for the
period ending
September 30, 200410.15.2
    
    Form of Employee Share Option and
Restricted Shares Plan Agreement  3
Year Vesting 
    
    Incorporated by
reference to
Exhibit 10.18.2 to
the Trusts
Quarterly Report on
Form 10-Q for the
period ending
September 30, 200410.15.3
    
    Form of Employee Share Option and
Restricted Shares Plan Agreement  5
Year Vesting 
    
    Incorporated by
reference to
Exhibit 10.18.3 to
the Trusts
Quarterly Report on
Form 10-Q for the
period ending
September 30, 200410.15.4
    
    Form of Employee Share Option and
Restricted Shares Plan Agreement  8
Year Vesting 
    
    Incorporated by
reference to
Exhibit 10.18.4 to
the Trusts
Quarterly Report on
Form 10-Q for the
period ending
September 30, 200410.15.5
    
    Amended and Restated Trustee Restricted
Share Agreement  1 Year Vesting 
    
    Incorporated by
reference to
Exhibit 10.18.5 to
the Trusts
Quarterly Report on
Form 10-Q for the
period ending
September 30, 200410.15.6
    
    Amended and Restated Trustee
Non-Incentive Share Option Agreement 
    
    Incorporated by
reference to
Exhibit 10.18.6 to
the Trusts
Quarterly Report on
Form 10-Q for the
period ending
September 30, 200410.16
    
    Non-employee Trustee Share Option Plan 
    
    Incorporated by
reference to the
Trusts
Registration
Statement on Form
S-8, No. 333-27203,
filed with the SEC
on May 15, 199710.17
    
    Non-employee Trustee Share Plan 
    
    Incorporated by
reference to the
Trusts
Registration
Statement on Form
S-8, No. 333-27205,
filed with the SEC
on May 15, 199710.18
    
    Employee Share Purchase Plan 
    
    Incorporated by
reference to
Exhibit 10.21 to
the Trusts Annual
Report on Form 10-K
for the period
ending December 31,
200310.18.1
    
    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, 200610.19
    
    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, 199310.20
    
    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)10.21
    
    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, 199310.22
    
    Employment Agreement between the Trust
and Thomas H. Lowder 
    
    Incorporated by
reference to
Exhibit 10.6 to the
Trusts
Registration
Statement on Form
S-11/A,
No. 33-65954, filed
with the SEC on
September 21, 1993
 129




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##### Table of Contents



Exhibit No.
    
    Exhibit
    
    Reference10.22.1
    
    Non-Competition Agreement, dated May 4,
2007, among Colonial Realty Limited
Partnership, Colonial Properties Trust
and Thomas H. Lowder 
    
    Incorporated by
reference to
Exhibit 10.1 to the
Trusts Quarterly
Report on Form 10-Q
for the quarter
ended March 31,
200710.23
    
    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,
200310.24
    
    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, 199310.25
    
    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, 199310.25.1
    
    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,
200510.26
    
    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)10.27
    
    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, 199310.28
    
    Credit Agreement dated as of March 22,
2005, by and among CRLP, as Borrower,
Colonial Properties Trust, as
Guarantor, Wachovia Bank, as Agent for
the Lenders, and the Lenders named
therein
    
    Incorporated by
reference to
Exhibit 10.38 to
the Trusts Current
Report on Form 8-K
filed with the SEC
on March 25, 200510.28.1
    
    First Amendment to Credit Agreement,
dated June 2, 2006, among CRLP, the
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, 200710.28.2
    
    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, 200710.29
    
    Contribution Agreement, dated April 1,
2005
    
    Incorporated by
reference to
Exhibit 10.1 to the
Trusts Current
Report on Form 8-K
filed with the SEC
on April 7, 2005
 130




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##### Table of Contents



Exhibit No.
    
    Exhibit
    
    Reference10.30
    
    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, 200410.31
    
    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,
200310.32
    
    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)10.33
    
    Form of Reimbursement Agreement dated
January 25, 2000 by Employee Unit
Purchase Plan participants in favor of
CRLP
    
    Incorporated by
reference to
Exhibit 10.17 to
the 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)10.34
    
    Employment Agreement dated October 1,
2001 between Cornerstone and Glade M.
Knight 
    
    Incorporated by
reference to
Exhibit 10.6 to
Cornerstones
Form 10-K filed
April 1, 200210.35
    
    First Amendment to Employment Agreement
dated September 21, 2004 between
Cornerstone and Glade M. Knight 
    
    Incorporated by
reference to
Exhibit 10.3 to
Cornerstones
Annual Report on
Form 10-K filed
with the SEC on
March 16, 200510.36
    
    Amendment No 2 to Employment Agreement
dated February 8, 2005 between
Cornerstone and Glade M. Knight 
    
    Incorporated by
reference to
Exhibit 10.1 to
Cornerstones
Current Report on
Form 8-K filed with
the SEC on February
9, 200510.37
    
    Stock Option Agreement dated July 23,
1999 between Cornerstone and Glade M.
Knight 
    
    Incorporated by
reference to
Exhibit 10.50 to
Cornerstones
Annual Report on
Form 10-K filed
with the SEC on
March 27, 2000
(which document may
be found and
reviewed in the
SECs Public
Reference Room at
100 F Street, NE,
Room 1580,
Washington, D.C.
20549, in the files
therein relating to
the Trust, whose
file number is
1-12358)10.38
    
    Amendment No. 1 to Stock Option
Agreement dated February 8, 2005
between Cornerstone and Glade M. Knight

    
    Incorporated by
reference to
Exhibit 10.7 to
Cornerstones
Current Report on
Form 8-K filed with
the SEC on
February 9, 200510.39
    
    Change in Control Agreement dated
August 1, 2000 between Cornerstone and
Glade M. Knight 
    
    Incorporated by
reference to
Exhibit 10.48 to
Cornerstones
Annual Report on
Form 10-K filed
with the SEC on
April 2, 200110.40
    
    Amendment No. 1 to Change in Control
Agreement dated February 8, 2005
between Cornerstone and Glade M. Knight

    
    Incorporated by
reference to
Exhibit 10.3 to
Cornerstones
Current Report on
Form 8-K filed with
the SEC on
February 9, 2005
 131




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##### Table of Contents



Exhibit No.
    
    Exhibit
    
    Reference10.41
    
    Cornerstone 1992 Incentive Plan Amended
and Restated Effective July 1, 2002 
    
    Incorporated by
reference to
Exhibit 10.2 to
Cornerstones
Quarterly Report on
Form 10-Q filed
with the SEC on
August 9, 2002)10.42
    
    First Amendment to Cornerstone 1992
Incentive Plan Amended and Restated
Effective July 1, 2002 
    
    Incorporated by
reference to
Exhibit 10.2 to
Cornerstones
Quarterly Report on
Form 10-Q filed
with the SEC on
August 9, 200410.43
    
    Agreement Evidencing Waiver of
Performance Bonus dated February 25,
2005 between Cornerstone and Glade M.
Knight 
    
    Incorporated by
reference to
Exhibit 10.64 to
Cornerstones
Annual Report on
Form 10-K filed
with the SEC on
March 16, 200510.44
    
    Form of Stock Option Agreement between
Glade M. Knight and Cornerstone 
    
    Incorporated by
reference to
Exhibit 10.13 to
the Trusts Current
Report on Form 8-K
filed with the SEC
on April 7, 200510.45
    
    Cornerstone Realty Income Trust, Inc.
1992 Non-Employee Directors Stock
Option Plan, as amended 
    
    Incorporated by
reference to
Exhibit 99.1 in
Cornerstone Realty
Income Trust,
Inc.s Registration
Statement on
Form S-8 filed with
the SEC on April 9,
1997 (File No.
333-24875)10.46
    
    Form of Restricted Share Agreement (20%
per year vesting) 
    
    Incorporated by
reference to
Exhibit 10.1 to the
Trusts Current
Report on Form 8-K
filed with the SEC
on May 3, 200510.47
    
    Form of Restricted Share Agreement
(50%/25%/25% vesting) 
    
    Incorporated by
reference to
Exhibit 10.2 to the
Trusts Current
Report on Form 8-K
filed with the SEC
on May 3, 200510.48
    
    Form of Restricted Share Agreement (33
1/3% per year vesting) 
    
    Incorporated by
reference to
Exhibit 10.3 to the
Trusts Current
Report on Form 8-K
filed with the SEC
on May 3, 200510.49
    
    Form of Restricted Share Agreement
(60%/40% vesting) 
    
    Incorporated by
reference to
Exhibit 10.4 to the
Trusts Current
Report on Form 8-K
filed with the SEC
on May 3, 200510.50
    
    Form of Restricted Share Agreement
(eighth anniversary vesting) 
    
    Incorporated by
reference to
Exhibit 10.5 to the
Trusts Current
Report on Form 8-K
filed with the SEC
on May 3, 200510.51
    
    Form of Share Option Agreement (20% per
year vesting) 
    
    Incorporated by
reference to
Exhibit 10.6 to the
Trusts Current
Report on Form 8-K
filed with the SEC
on May 3, 200510.52
    
    Amended and Restated Limited Liability
Company Agreement of CRTP OP LLC, dated
as of September 27, 2005, between DRA
CRT Acquisition Corp and Colonial
Office JV LLC
    
    Incorporated by
reference to
Exhibit 10.3 to the
Trusts Quarterly
Report on Form 10-Q
for the period
ended September 30,
200510.53
    
    Trustee Compensation Policy for 2006
    
    Incorporated by
reference to
Exhibit 10.22.1 to
the Trusts Annual
Report on Form 10-K
for the period
ending December 31,
200510.54
    
    Trustee Compensation Policy for 2007 
    
    Incorporated by
reference to
Exhibit 10.3 to the
Trusts Quarterly
Report on Form 10-Q
for the quarter
ended March 31,
200710.55
    
    Summary of 2006 Incentive Plan 
    
    Incorporated by
reference to
Exhibit 10.1 to the
Trusts Quarterly
Report on Form 10-Q
for the period
ended March 30,
2006
 132




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##### Table of Contents



Exhibit No.
    
    Exhibit
    
    Reference10.56
    
    Summary of 2007 Annual Incentive Plan
    
    Incorporated by
reference to
Exhibit 10.2 to the
Trusts Quarterly
Report on Form 10-Q
for the quarter
ended March 31,
200710.57
    
    Colonial Properties Trust Third Amended
and Restated Employee Share Option and
Restricted Share Plan, as amended 
    
    Incorporated by
reference to
Exhibit 10.1 to the
Trusts Quarterly
Report on Form 10-Q
for the period
ended June 30, 200610.58
    
    Form of Colonial Properties Trust Third
Amended and Restated Employee Share
Option and Restricted Share Plan
Restricted Share Agreement 
    
    Incorporated by
reference to
Exhibit 10.2 to the
Trusts Quarterly
Report on Form 10-Q
for the period
ended June 30, 200610.59
    
    Form of Colonial Properties Trust Third
Amended and Restated Employee Share
Option and Restricted Share Plan
Performance Share Agreement 
    
    Incorporated by
reference to
Exhibit 10.3 to the
Trusts Quarterly
Report on Form 10-Q
for the period
ended June 30, 200610.60
    
    Form of Restricted Share Agreement 
    
    Incorporated by
reference to
Exhibit 10.4 to the
Trusts Quarterly
Report on Form 10-Q
for the period
ended June 30, 200610.61
    
    Form of Share Option Agreement 
    
    Incorporated by
reference to
Exhibit 10.5 to the
Trusts Quarterly
Report on Form 10-Q
for the period
ended June 30, 200610.62
    
    Summary of Incentive Program 
    
    Incorporated by
reference to
Exhibit 10.5 to the
Trusts Quarterly
Report on Form 10-Q
for the period
ended June 30, 200612.1
    
    Ratio of Earnings to Fixed Charges and
Ratio of Earnings to Combined Fixed
Charges and Preferred Share
Distributions
    
    Filed herewith21.1
    
    List of Subsidiaries
    
    Filed herewith23.1
    
    Consent of PricewaterhouseCoopers LLP
    
    Filed herewith23.2
    
    Consent of Weiser LLP
    
    Filed herewith

23.3
    
    Consent of PricewaterhouseCoopers
LLP
    
    Filed herewith


31.1
    
    CEO Certification pursuant to Section
302 of the Sarbanes-Oxley Act of 2002
    
    Filed herewith31.2
    
    CFO Certification pursuant to Section
302 of the Sarbanes-Oxley Act of 2002
    
    Filed herewith32.1
    
    CEO Certification pursuant to Section
906 of the Sarbanes-Oxley Act of 2002
    
    Filed herewith32.2
    
    CFO Certification pursuant to Section
906 of the Sarbanes-Oxley Act of 2002
    
    Filed herewith
 
 
    
    Denotes a management contract or compensatory plan, contract or arrangement. 15(b) Exhibits
  15(c) Financial Statements
  133




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##### Table of Contents



SIGNATURES
  COLONIAL REALTY LIMITED PARTNERSHIPa Delaware limited partnershipBy: Colonial Properties Trust, its general partner
 By:
    /s/ C. Reynolds Thompson, III

C. Reynolds Thompson, III
Chief Executive Officer
  Signature/s/ C. Reynolds Thompson, III

C. Reynolds Thompson, III
    
    Chief Executive Officer (Principal
Executive Officer)/s/ Weston M. Andress

Weston M. Andress
    
    President and Chief Financial Officer (Principal
Financial Officer)/s/ John E. Tomlinson

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

Thomas H. Lowder
    
    Chairman of the Board/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/ Donald T. Senterfitt

Donald T. Senterfitt
    
    Trustee/s/ John W. Spiegel

John W. Spiegel
    
    Trustee
 134




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##### Table of Contents



Colonial Realty Limited Partnership
Index to Financial Statement Schedules
 S-1
    
    Consolidated Financial Statements of DRA/CLP Office LLC and Subsidiaries for the Period from June 13, 2007 (Date of
Inception) through December 31, 2007, and Report of Independent Registered Public Accounting FirmS-2
    
    Consolidated Financial Statements of OZ/CLP Retail LLC and Subsidiaries for the Period from
June 15, 2007 (Date of Inception) through December 31, 2007, and Report of Independent
Registered Public Accounting FirmS-3
    
    Schedule III  Real Estate and Accumulated Depreciation
 135




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##### Table of Contents



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




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##### Table of Contents



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


1Audited Consolidated Financial Statements:Consolidated Balance Sheet


2Consolidated Statement of Operations


3Consolidated Statement of Changes in Temporary
    Equity and Equity


4Consolidated Statement of Cash Flows


5Notes to Consolidated Financial Statements


6-14




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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 Sheet
    December 31, 2007
    (in thousands)  AssetsReal estate investmentsLand

$
80,779Land improvements


97,538Buildings and improvements


637,813Tenant improvements


56,328872,458Accumulated depreciation and amortization


15,885Operating
    properties-net


856,573Land held for sale


2,250Total real estate


858,823Cash and cash equivalents


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


2,839Prepaid expenses and other assets


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


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


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


2,690Total assets

$
973,861LiabilitiesMortgage payable

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


16,096Accounts payable, accrued expenses and other liabilities


4,058Payable to members


4,937Interest payable


3,584Accrued real estate taxes payable


2,022Advance rents and security deposits


7,047Total liabilities


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


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


26,60058,815Equity - Nonredeemable common units


135,395Total liabilities, temporary equity and equity

$
973,861    2




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##### Table of Contents



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

$
54,106Tenant escalations


6,296Other


2,410Total revenues


62,812Property operating expensesGeneral operating expenses


8,290Management fees paid to affiliate


2,384Repairs and maintenance


5,114Taxes, licenses and insurance


8,258General and administrative


1,424Depreciation and amortization


23,670Total property operating expenses


49,140Income from operations


13,672Other income (expense)Interest expense


(22,662
)Interest income


743Total other income (expense)


(21,919
)Loss from continuing operations


(8,247
)Income from discontinued operations


6,565Net loss

$
(1,682
)    3




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##### Table of Contents



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


Temporary EquityDRA/CLP


Colonial OfficeOffice, LLC


Holdings, LLC


Rollover LPs


TotalBalance  Beginning of Period

$



$



$



$
Issuance of redeemable common units for real estate






81,446



68,589



150,035Cash proceeds from issuance of nonredeemable common units


392,938











Distributions


(251,175
)


(52,062
)


(43,844
)


(95,906
)Net loss


(1,217
)


(252
)


(213
)


(465
)Change in redemption value of redeemable common units


(5,151
)


3,083



2,068



5,151Balance  December 31, 2007

$
135,395


$
32,215


$
26,600


$
58,815    4




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##### Table of Contents



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

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


23,670Amortization of above and below market leases


(1,177
)Deferred rent receivable


(3,082
)Bad debt expense


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


(3,206
)Prepaid expenses and other assets


411Accounts payable, accrued expenses and other liabilities


1,221Interest payable


3,584Accrued real estate taxes payable


(2,851
)Advanced rents and security deposits


(2,053
)Net cash provided by operating activities


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


(972,086
)Capital expenditures


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


218,942Leasing costs paid


(1,772
)Net cash used in investing activities


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


741,907Repayment of loans from members


(15,005
)Proceeds from loans from members


15,005Proceeds from issuance of nonredeemable common units


392,938Distributions paid to equity member


(251,175
)Distributions paid to temporary equity members


(95,906
)Deferred loan costs paid


(1,567
)Net cash provided by financing activities


786,197Net increase in cash and cash equivalents


39,516Cash and cash equivalents at beginning of year


Cash and cash equivalents at end of year

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

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

$
150,035    5




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##### Table of Contents



DRA/CLP
    OFFICE LLC and Subsidiaries



Notes to
    Consolidated Financial Statements

For the
    Period June 13, 2007 (Inception) to December 31,
    2007  1.
    Organization      Operating Agreement 
  2.
    Summary
    of Significant Accounting Policies  Principles of Consolidation
  Investments in Real Estate
  Depreciation and Amortization 
 6




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##### Table of Contents



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

$
1,567Leasing costs


33,17234,739Less accumulated amortization


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

$
5,7652009


5,4642010


5,1322011


3,6852012


2,385Thereafter


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




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##### Table of Contents



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




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##### Table of Contents



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

$
871,458Acquired intangibles


57,087Prepaid expenses and other assets


1,299Assets held for sale


209,087Accrued real estate taxes and other liabilities


(7,710
)Advance rents


(6,843
)Tenant security deposits and other liabilities


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

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




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##### Table of Contents



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


Above (Below)For The Year Ended December 31,

Leases


Market Leases(In thousands)2008

$
8,016


$
(1,574
)2009


8,117



(1,770
)2010


7,602



(2,319
)2011


4,423



(2,428
)2012


2,141



(1,997
)Thereafter


7,221



(6,008
)$
37,520


$
(16,096
)   5.
    Mortgage
    Payable   10




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##### Table of Contents



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

$
10,115General operating expenses


(1,274
)Taxes, licenses and insurance


(642
)Management fees paid to affiliates


(410
)Repairs and maintenance


(783
)General and administrative


(221
)Interest expense


(220
)Income from discontinued operations

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

(In thousands)2008

$
90,0502009


81,1422010


72,0802011


60,3802012


37,062Thereafter


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




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##### Table of Contents



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




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##### Table of Contents



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




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##### Table of Contents



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




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##### Table of Contents



Appendix S-2
 OZ/CLP Retail LLC and Subsidiaries
 Consolidated Financial Statements

For the Period from June 15, 2007 (inception) to December 31, 2007




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##### Table of Contents



Report of Independent Registered Public Accounting Firm
   
 1




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##### Table of Contents



OZ/CLP Retail LLC and Subsidiaries
 Consolidated Balance Sheet
December 31, 2007 (in thousands)
 AssetsLand, buildings, and equipment, net
    
    $
    333,067Cash and cash equivalents
    
    
    3,915Restricted cash
    
    
    1,882Accounts receivable, net
    
    
    1,348Deferred lease costs, net
    
    
    8,160Deferred mortgage costs, net
    
    
    872In place leases, net
    
    
    21,452Acquired above market leases, net
    
    
    7,101Other assets
    
    
    700Total assets
    
    $
    378,497Liabilities, Temporary Equity and Members EquityMortgages payable
    
    $
    284,000Accounts payable and accrued expenses
    
    
    1,763Accrued interest
    
    
    1,245Acquired below market leases, net
    
    
    16,249Tenant deposits
    
    
    442Unearned rent
    
    
    1,172Total liabilities
    
    
    304,871Commitment and contingencies (Note 7)Temporary Equity  Redeemable common unitsRedeemable common units (Redemption value of $9,849)
    
    
    9,849Equity  Nonredeemable common units
    
    
    63,777Total
liabilities, temporary equity and members equity
    
    $
    378,497
  2




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OZ/CLP Retail LLC and Subsidiaries
 Consolidated Statement of Operations
For the Period from June 15, 2007 (inception) to December 31, 2007
(in thousands)
 RevenuesRent
    
    $
    14,681Percentage rent
    
    
    18Tenant recoveries
    
    
    3,591Other
    
    
    405Total revenues
    
    
    18,695Property operating expensesGeneral operating expenses
    
    
    655Management fees paid to affiliate
    
    
    699Repairs and maintenance
    
    
    1,245Taxes, licenses and insurance
    
    
    2,112General and administrative
    
    
    436Depreciation
    
    
    5,861Amortization
    
    
    3,236Total property operating expenses
    
    
    14,244Income from operations
    
    
    4,451Other income (expense)Interest expense
    
    
    (9,817
    )Interest income
    
    
    52Total other expense
    
    
    (9,765
    )Net loss
    
    $
    (5,314
    )
  3




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

LPsBalance  Beginning of Period
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Issuance of redeemable common units
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21,617Issuance of nonredeemable common units
    
    
    125,248
    
    
    
    25,917
    
    
    
    151,165
    
    
    
    Distributions
    
    
    (68,025
    )
    
    
    (14,076
    )
    
    
    (82,101
    )
    
    
    (11,741
    )Net loss
    
    
    (3,852
    )
    
    
    (797
    )
    
    
    (4,649
    )
    
    
    (665
    )Change in redemption value of
redeemable common units
    
    
    (528
    )
    
    
    (110
    )
    
    
    (638
    )
    
    
    638Balance  December 31, 2007
    
    $
    52,843
    
    
    $
    10,934
    
    
    $
    63,777
    
    
    $
    9,849
  4




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OZ/CLP Retail LLC and Subsidiaries
 Consolidated Statement of Cash Flows
For the Period from June 15, 2007 (inception) to December 31, 2007
(in thousands)
 Cash flows from operating activitiesNet loss
    
    $
    (5,314
    )Adjustments to reconcile net loss to net cash
provided by operating activities:Depreciation and amortization
    
    
    8,652Bad debt expense
    
    
    123Changes in operating assets and liabilitiesAccounts receivable
    
    
    (574
    )Other assets
    
    
    (469
    )Accounts payable and accrued expenses
    
    
    (631
    )Accrued interest
    
    
    1,245Tenant deposits
    
    
    (110
    )Unearned rent
    
    
    (10
    )Net cash provided by operating activities
    
    
    2,912Cash flows from investing activitiesCash paid in acquisition, net of cash acquired
    
    
    (311,219
    )Restricted cash
    
    
    (1,882
    )Capital expenditures
    
    
    (276
    )Leasing costs paid
    
    
    (86
    )Net cash used in investing activities
    
    
    (313,463
    )Cash flows from financing activitiesBorrowing of long-term debt
    
    
    284,000Repayment of loans of members
    
    
    (4,952
    )Proceeds from loans of members
    
    
    4,952Proceeds from issuance of nonredeemable common units
    
    
    125,248Distributions paid to equity members
    
    
    (82,101
    )Distributions paid to temporary equity members
    
    
    (11,741
    )Deferred loan costs
    
    
    (940
    )Net cash provided by financing activities
    
    
    314,466Increase in cash
    
    
    3,915CashBeginning of period
    
    
    End of period
    
    $
    3,915Supplemental disclosure of cash flow informationCash paid during the year for interest
    
    $
    8,503Supplemental information of non-cash investing and financing activitiesIssuance of redeemable common units for real estate
    
    $
    47,534
  5




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




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OZ/CLP Retail LLC and Subsidiaries
Notes to Consolidated Financial Statements
For the Period from June 15, 2007 (inception) to December 31, 2007
 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
 Land
    
    $
    58,173Buildings and improvements
    
    
    256,248Land improvements
    
    
    24,507338,928Accumulated depreciation
    
    
    (5,861
    )$
    333,067
  Acquisition of Real Estate Assets  Business Combinations Determining Whether
a Non-Monetary Transaction Involves Receipt of Productive Assets or of a Business.
  7




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OZ/CLP Retail LLC and Subsidiaries
Notes to Consolidated Financial Statements
For the Period from June 15, 2007 (inception) to December 31, 2007
       8




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OZ/CLP Retail LLC and Subsidiaries
Notes to Consolidated Financial Statements
For the Period from June 15, 2007 (inception) to December 31, 2007
  Cash and Cash Equivalents 
  Restricted Cash 
 Accounts Receivable and Allowance for Doubtful Accounts
 Deferred Lease Costs and Mortgage Costs 
 2007(in thousands)Financing Costs
    
    $
    940Leasing Costs
    
    
    8,9249,864Less Accumulated Amortization
    
    
    832$
    9,032
 Impairment and Disposal of Long-Lived Assets Accounting for the Impairment or Disposal of Long-Lived Assets
 Revenue Recognition
 9




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OZ/CLP Retail LLC and Subsidiaries
Notes to Consolidated Financial Statements
For the Period from June 15, 2007 (inception) to December 31, 2007
   Income Taxes
 Fair Value of Financial Instruments
 Estimates
 Redeemable
Common Units  Classification and Measurement of Redeemable Securities
 Recent Accounting Pronouncements Fair
Value Measurements Accounting for Leases
 The Fair Value Option for Financial Assets
and Financial Liabilities  including an amendment of FASB Statement No. 115
 10




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OZ/CLP Retail LLC and Subsidiaries
Notes to Consolidated Financial Statements
For the Period from June 15, 2007 (inception) to December 31, 2007
 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
   11




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OZ/CLP Retail LLC and Subsidiaries
Notes to Consolidated Financial Statements
For the Period from June 15, 2007 (inception) to December 31, 2007
 (in thousands)In-Place
    
    
    Above (Below)For the Year Ended December 31,
    
    Lease
    
    
    Market Leases2008
    
    $
    4,347
    
    
    $
    (1,007
    )2009
    
    
    3,887
    
    
    
    (1,027
    )2010
    
    
    3,193
    
    
    
    (974
    )2011
    
    
    2,248
    
    
    
    (1,046
    )2012
    
    
    1,599
    
    
    
    (977
    )Thereafter
    
    
    6,178
    
    
    
    (4,117
    )$
    21,452
    
    
    $
    (9,148
    )
 5.
    
    Mortgage Payable
  6.
    
    Leases
  (in thousands)For the Year Ended December 31,2008
    
    $
    25,4732009
    
    
    24,1172010
    
    
    21,3272011
    
    
    16,6572012
    
    
    13,771Thereafter
    
    
    61,397$
    162,742
 7.
    
    Commitments and Contingencies
  12




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OZ/CLP Retail LLC and Subsidiaries
Notes to Consolidated Financial Statements
For the Period from June 15, 2007 (inception) to December 31, 2007
 Property Lockout Period
  Tax Protection
  
 8.
    
    Redeemable Common Units
 Rollover LP Put Rights
  13




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##### Table of Contents



OZ/CLP Retail LLC and Subsidiaries
Notes to Consolidated Financial Statements
For the Period from June 15, 2007 (inception) to December 31, 2007
 Rollover LP Redemption in Kind
  9.
    
    Related Party Transactions
    10.
    
    Subsequent Events
  14




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##### Table of Contents



SCHEDULE III
COLONIAL REALTY LIMITED PARTNERSHIP
REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2007
 Initial Cost to Company
    
    
    
    
    
    Gross Amount at Which Carried at Close of PeriodCost Capitalized
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Date Acquired/Buildings and
    
    Subsequent to
    
    
    
    
    
    Buildings and
    
    
    
    
    
    Accumulated
    
    Date
    
    Placed in
    
    DepreciableDescription
    
    Encumbrances (1)
    
    Land
    
    Improvements
    
    Acquisition
    
    Land
    
    Improvements
    
    Total (2)
    
    Depreciation
    
    Completed
    
    Service
    
    Lives-YearsMultifamily:Ashley Park (3)
    
    $
    
    
    
    $
    3,702,098
    
    
    $
    15,332,923
    
    
    $
    246,990
    
    
    $
    3,702,098
    
    
    $
    15,579,913
    
    
    $
    19,282,011
    
    
    $
    (2,782,393
    )
    
    
    1988
    
    
    
    2005
    
    
    3-40 YearsAutumn Hill
    
    
    
    
    
    
    7,146,496
    
    
    
    24,811,026
    
    
    
    1,911,754
    
    
    
    7,146,496
    
    
    
    26,722,780
    
    
    
    33,869,277
    
    
    
    (3,025,122
    )
    
    
    1970
    
    
    
    2005
    
    
    3-40 YearsAutumn Park I & II
    
    
    
    
    
    
    4,407,166
    
    
    
    35,387,619
    
    
    
    359,888
    
    
    
    4,407,166
    
    
    
    35,747,506
    
    
    
    40,154,672
    
    
    
    (2,842,664
    )
    
    
    2001/04
    
    
    
    2005
    
    
    3-40 YearsBrookfield (3)
    
    
    
    
    
    
    1,541,108
    
    
    
    6,022,656
    
    
    
    629,170
    
    
    
    1,541,108
    
    
    
    6,651,826
    
    
    
    8,192,934
    
    
    
    (1,006,715
    )
    
    
    1984
    
    
    
    2005
    
    
    3-40 YearsColonial Grand at Arringdon
    
    
    
    
    
    
    3,016,358
    
    
    
    23,295,172
    
    
    
    921,009
    
    
    
    3,016,358
    
    
    
    24,216,181
    
    
    
    27,232,539
    
    
    
    (3,390,655
    )
    
    
    2003
    
    
    
    2004
    
    
    3-40 YearsColonial Grand at Barrett Creek
    
    
    
    
    
    
    3,320,000
    
    
    
    27,237,381
    
    
    
    392,741
    
    
    
    3,320,000
    
    
    
    27,630,121
    
    
    
    30,950,121
    
    
    
    (2,538,115
    )
    
    
    1999
    
    
    
    2005
    
    
    3-40 YearsColonial Grand at Bear Creek
    
    
    
    
    
    
    4,360,000
    
    
    
    32,029,388
    
    
    
    898,307
    
    
    
    4,360,000
    
    
    
    32,927,695
    
    
    
    37,287,695
    
    
    
    (3,106,841
    )
    
    
    1998
    
    
    
    2005
    
    
    3-40 YearsColonial Grand at Bellevue
    
    
    
    
    
    
    3,490,000
    
    
    
    31,544,370
    
    
    
    1,635,268
    
    
    
    3,490,986
    
    
    
    33,178,652
    
    
    
    36,669,638
    
    
    
    (2,730,420
    )
    
    
    1996
    
    
    
    2005
    
    
    3-40 YearsColonial Grand at Berkeley Lake
    
    
    
    
    
    
    1,800,000
    
    
    
    16,551,734
    
    
    
    419,500
    
    
    
    1,800,000
    
    
    
    16,971,234
    
    
    
    18,771,234
    
    
    
    (2,319,063
    )
    
    
    1998
    
    
    
    2004
    
    
    3-40 YearsColonial Grand at Beverly Crest
    
    
    
    
    
    
    2,400,000
    
    
    
    20,718,143
    
    
    
    1,139,539
    
    
    
    2,400,000
    
    
    
    21,857,682
    
    
    
    24,257,682
    
    
    
    (2,727,792
    )
    
    
    1996
    
    
    
    2004
    
    
    3-40 YearsColonial Grand at Crabtree Valley
    
    
    
    
    
    
    2,100,000
    
    
    
    15,272,196
    
    
    
    835,344
    
    
    
    2,100,000
    
    
    
    16,107,540
    
    
    
    18,207,540
    
    
    
    (1,311,307
    )
    
    
    1997
    
    
    
    2005
    
    
    3-40 YearsColonial Grand at Cypress Cove
    
    
    
    
    
    
    3,960,000
    
    
    
    24,721,680
    
    
    
    1,348,123
    
    
    
    3,960,000
    
    
    
    26,069,803
    
    
    
    30,029,803
    
    
    
    (1,023,927
    )
    
    
    2001
    
    
    
    2006
    
    
    3-40 YearsColonial Grand at Edgewater I
    
    
    
    
    
    
    1,540,000
    
    
    
    12,671,606
    
    
    
    15,683,120
    
    
    
    2,602,325
    
    
    
    27,292,400
    
    
    
    29,894,726
    
    
    
    (10,895,586
    )
    
    
    1990
    
    
    
    1994
    
    
    3-40 YearsColonial Grand at Godley Station I
    
    
    18,482,376
    
    
    
    1,594,008
    
    
    
    27,057,678
    
    
    
    
    
    
    
    1,594,008
    
    
    
    27,057,678
    
    
    
    28,651,686
    
    
    
    (666,448
    )
    
    
    2001
    
    
    
    2006
    
    
    3-40 YearsColonial Grand at Hammocks
    
    
    
    
    
    
    3,437,247
    
    
    
    26,514,000
    
    
    
    1,416,098
    
    
    
    3,437,247
    
    
    
    27,930,098
    
    
    
    31,367,345
    
    
    
    (2,797,944
    )
    
    
    1997
    
    
    
    2005
    
    
    3-40 YearsColonial Grand at Heather Glen
    
    
    
    
    
    
    3,800,000
    
    
    
    
    
    
    
    35,345,604
    
    
    
    4,134,235
    
    
    
    35,011,370
    
    
    
    39,145,604
    
    
    
    (9,963,181
    )
    
    
    2000
    
    
    
    1998
    
    
    3-40 YearsColonial Grand at Heathrow
    
    
    
    
    
    
    2,560,661
    
    
    
    17,612,990
    
    
    
    1,680,518
    
    
    
    2,560,661
    
    
    
    19,293,508
    
    
    
    21,854,169
    
    
    
    (7,420,418
    )
    
    
    1997
    
    
    
    1994/97
    
    
    3-40 YearsColonial Grand at Hunters Creek (3)
    
    
    
    
    
    
    1,869,657
    
    
    
    
    
    
    
    33,553,897
    
    
    
    5,308,112
    
    
    
    30,115,442
    
    
    
    35,423,554
    
    
    
    (12,545,659
    )
    
    
    1996
    
    
    
    1996
    
    
    3-40 YearsColonial Grand at Inverness Commons
    
    
    
    
    
    
    6,976,500
    
    
    
    33,892,731
    
    
    
    497,124
    
    
    
    6,976,500
    
    
    
    34,389,855
    
    
    
    41,366,355
    
    
    
    (1,086,070
    )
    
    
    2001
    
    
    
    2006
    
    
    3-40 YearsColonial Grand at Lakewood Ranch
    
    
    
    
    
    
    2,320,442
    
    
    
    
    
    
    
    24,055,763
    
    
    
    2,359,875
    
    
    
    24,016,331
    
    
    
    26,376,205
    
    
    
    (7,120,443
    )
    
    
    1999
    
    
    
    1997
    
    
    3-40 YearsColonial Grand at Legacy Park
    
    
    
    
    
    
    2,212,005
    
    
    
    23,076,117
    
    
    
    697,826
    
    
    
    2,212,005
    
    
    
    23,773,943
    
    
    
    25,985,948
    
    
    
    (2,140,575
    )
    
    
    2001
    
    
    
    2005
    
    
    3-40 YearsColonial Grand at Liberty Park
    
    
    
    
    
    
    2,296,019
    
    
    
    
    
    
    
    25,833,158
    
    
    
    2,296,019
    
    
    
    25,833,158
    
    
    
    28,129,177
    
    
    
    (7,927,836
    )
    
    
    2000
    
    
    
    1998
    
    
    3-40 YearsColonial Grand at Madison
    
    
    
    
    
    
    1,689,400
    
    
    
    
    
    
    
    22,261,108
    
    
    
    1,831,550
    
    
    
    22,118,958
    
    
    
    23,950,508
    
    
    
    (6,957,196
    )
    
    
    2000
    
    
    
    1998
    
    
    3-40 YearsColonial Grand at Mallard Creek
    
    
    
    
    
    
    2,911,443
    
    
    
    1,277,575
    
    
    
    16,501,917
    
    
    
    3,320,438
    
    
    
    17,370,497
    
    
    
    20,690,935
    
    
    
    (1,759,533
    )
    
    
    2005
    
    
    
    2003
    
    
    3-40 YearsColonial Grand at Mallard Lake
    
    
    
    
    
    
    3,020,000
    
    
    
    24,070,350
    
    
    
    1,522,481
    
    
    
    3,020,000
    
    
    
    25,592,831
    
    
    
    28,612,831
    
    
    
    (2,110,638
    )
    
    
    1998
    
    
    
    2005
    
    
    3-40 YearsColonial Grand at McDaniel Farm
    
    
    
    
    
    
    4,240,000
    
    
    
    36,239,339
    
    
    
    1,000,834
    
    
    
    4,240,000
    
    
    
    37,240,173
    
    
    
    41,480,173
    
    
    
    (2,349,516
    )
    
    
    1997
    
    
    
    2006
    
    
    3-40 YearsColonial Grand at McGinnis Ferry
    
    
    
    
    
    
    5,000,114
    
    
    
    34,600,386
    
    
    
    844,256
    
    
    
    5,000,114
    
    
    
    35,444,642
    
    
    
    40,444,756
    
    
    
    (4,209,569
    )
    
    
    1997
    
    
    
    2004
    
    
    3-40 YearsColonial Grand at Mount Vernon
    
    
    
    
    
    
    2,130,000
    
    
    
    24,943,402
    
    
    
    581,620
    
    
    
    2,130,000
    
    
    
    25,525,022
    
    
    
    27,655,022
    
    
    
    (3,450,272
    )
    
    
    1997
    
    
    
    2004
    
    
    3-40 YearsColonial Grand at OldTown Scottsdale North
    
    
    
    
    
    
    4,837,040
    
    
    
    5,271,474
    
    
    
    23,649,976
    
    
    
    4,837,040
    
    
    
    28,921,450
    
    
    
    33,758,490
    
    
    
    (1,030,296
    )
    
    
    2001
    
    
    
    2006
    
    
    3-40 YearsColonial Grand at OldTown Scottsdale South
    
    
    
    
    
    
    6,139,320
    
    
    
    6,558,703
    
    
    
    30,076,261
    
    
    
    6,139,320
    
    
    
    36,634,964
    
    
    
    42,774,284
    
    
    
    (1,296,675
    )
    
    
    2001
    
    
    
    2006
    
    
    3-40 YearsColonial Grand at Patterson Place
    
    
    
    
    
    
    2,016,000
    
    
    
    19,060,725
    
    
    
    760,249
    
    
    
    2,016,000
    
    
    
    19,820,974
    
    
    
    21,836,974
    
    
    
    (2,472,995
    )
    
    
    1997
    
    
    
    2004
    
    
    3-40 YearsColonial Grand at Pleasant Hill
    
    
    
    
    
    
    6,024,000
    
    
    
    38,454,690
    
    
    
    702,032
    
    
    
    6,024,000
    
    
    
    39,156,722
    
    
    
    45,180,722
    
    
    
    (2,039,716
    )
    
    
    1996
    
    
    
    2006
    
    
    3-40 YearsColonial Grand at Quarterdeck
    
    
    
    
    
    
    9,123,452
    
    
    
    12,297,699
    
    
    
    897,101
    
    
    
    9,123,452
    
    
    
    13,194,800
    
    
    
    22,318,252
    
    
    
    (1,555,356
    )
    
    
    1987
    
    
    
    2005
    
    
    3-40 YearsColonial Grand at River Oaks
    
    
    
    
    
    
    2,160,000
    
    
    
    17,424,336
    
    
    
    1,507,593
    
    
    
    2,160,000
    
    
    
    18,931,929
    
    
    
    21,091,929
    
    
    
    (2,636,945
    )
    
    
    1992
    
    
    
    2004
    
    
    3-40 YearsColonial Grand at River Plantation
    
    
    
    
    
    
    2,320,000
    
    
    
    19,669,298
    
    
    
    1,129,953
    
    
    
    2,320,000
    
    
    
    20,799,251
    
    
    
    23,119,251
    
    
    
    (2,893,553
    )
    
    
    1994
    
    
    
    2004
    
    
    3-40 YearsColonial Grand at Round Rock
    
    
    
    
    
    
    2,647,588
    
    
    
    
    
    
    
    32,568,075
    
    
    
    2,647,588
    
    
    
    32,568,075
    
    
    
    35,215,663
    
    
    
    (2,269,169
    )
    
    
    1997
    
    
    
    2004
    
    
    3-40 YearsColonial Grand at Scottsdale
    
    
    
    
    
    
    3,780,000
    
    
    
    25,444,988
    
    
    
    378,347
    
    
    
    3,780,000
    
    
    
    25,823,335
    
    
    
    29,603,335
    
    
    
    (1,453,694
    )
    
    
    1999
    
    
    
    2006
    
    
    3-40 YearsColonial Grand at Seven Oaks
    
    
    
    
    
    
    3,439,125
    
    
    
    19,943,544
    
    
    
    1,235,442
    
    
    
    3,439,125
    
    
    
    21,178,986
    
    
    
    24,618,111
    
    
    
    (3,339,790
    )
    
    
    2004
    
    
    
    2004
    
    
    3-40 YearsColonial Grand at Shelby Farms I (3)
    
    
    
    
    
    
    2,960,000
    
    
    
    21,897,855
    
    
    
    438,375
    
    
    
    1,947,000
    
    
    
    23,349,230
    
    
    
    25,296,230
    
    
    
    (1,898,248
    )
    
    
    1998
    
    
    
    2005
    
    
    3-40 YearsColonial Grand at Shiloh
    
    
    
    
    
    
    5,976,000
    
    
    
    43,556,770
    
    
    
    712,157
    
    
    
    5,976,000
    
    
    
    44,268,927
    
    
    
    50,244,927
    
    
    
    (2,317,250
    )
    
    
    2002
    
    
    
    2006
    
    
    3-40 YearsColonial Grand at Silverado
    
    
    
    
    
    
    2,375,425
    
    
    
    17,744,643
    
    
    
    658,153
    
    
    
    2,375,425
    
    
    
    18,402,796
    
    
    
    20,778,221
    
    
    
    (2,235,580
    )
    
    
    2005
    
    
    
    2003
    
    
    3-40 YearsColonial Grand at Silverado Reserve
    
    
    
    
    
    
    2,392,000
    
    
    
    
    
    
    
    22,101,569
    
    
    
    2,692,104
    
    
    
    21,801,464
    
    
    
    24,493,569
    
    
    
    (1,557,577
    )
    
    
    2005
    
    
    
    2003
    
    
    3-40 YearsColonial Grand at Sugarloaf
    
    
    
    
    
    
    2,500,000
    
    
    
    21,811,418
    
    
    
    1,122,890
    
    
    
    2,500,000
    
    
    
    22,934,308
    
    
    
    25,434,308
    
    
    
    (3,078,608
    )
    
    
    2002
    
    
    
    2004
    
    
    3-40 YearsColonial Grand at Town Park (Lake Mary)
    
    
    
    
    
    
    2,647,374
    
    
    
    
    
    
    
    36,266,482
    
    
    
    3,110,118
    
    
    
    35,803,737
    
    
    
    38,913,856
    
    
    
    (10,105,423
    )
    
    
    2005
    
    
    
    2004
    
    
    3-40 YearsColonial Grand at Town Park Reserve
    
    
    
    
    
    
    867,929
    
    
    
    
    
    
    
    9,027,524
    
    
    
    957,784
    
    
    
    8,937,669
    
    
    
    9,895,453
    
    
    
    (1,154,460
    )
    
    
    2004
    
    
    
    2004
    
    
    3-40 YearsColonial Grand at Trinity Commons
    
    
    16,725,000
    
    
    
    5,333,807
    
    
    
    35,815,269
    
    
    
    833,009
    
    
    
    5,333,807
    
    
    
    36,648,278
    
    
    
    41,982,085
    
    
    
    (3,164,444
    )
    
    
    2000/02
    
    
    
    2005
    
    
    3-40 YearsColonial Grand at University Center
    
    
    
    
    
    
    1,872,000
    
    
    
    12,166,656
    
    
    
    410,316
    
    
    
    1,872,000
    
    
    
    12,576,972
    
    
    
    14,448,972
    
    
    
    (578,845
    )
    
    
    2005
    
    
    
    2006
    
    
    3-40 YearsColonial Grand at Valley Ranch
    
    
    
    
    
    
    2,805,241
    
    
    
    38,037,251
    
    
    
    1,445,474
    
    
    
    2,805,241
    
    
    
    39,482,724
    
    
    
    42,287,965
    
    
    
    (3,476,217
    )
    
    
    1997
    
    
    
    2005
    
    
    3-40 YearsColonial Grand at Wilmington (3)
    
    
    12,275,983
    
    
    
    3,344,408
    
    
    
    30,554,367
    
    
    
    1,144,530
    
    
    
    3,344,408
    
    
    
    31,698,897
    
    
    
    35,043,305
    
    
    
    (2,710,441
    )
    
    
    1998/2002
    
    
    
    2005
    
    
    3-40 YearsColonial Village at Ashford Place
    
    
    
    
    
    
    537,600
    
    
    
    5,839,838
    
    
    
    1,092,632
    
    
    
    537,600
    
    
    
    6,932,470
    
    
    
    7,470,070
    
    
    
    (2,317,563
    )
    
    
    1983
    
    
    
    1996
    
    
    3-40 YearsColonial Village at Bear Creek (3)
    
    
    
    
    
    
    1,028,887
    
    
    
    4,357,339
    
    
    
    381,210
    
    
    
    1,028,887
    
    
    
    4,738,549
    
    
    
    5,767,436
    
    
    
    (674,091
    )
    
    
    1984
    
    
    
    2005
    
    
    3-40 YearsColonial Village at Bedford (3)
    
    
    
    
    
    
    2,403,988
    
    
    
    8,732,353
    
    
    
    642,278
    
    
    
    2,403,988
    
    
    
    9,374,632
    
    
    
    11,778,620
    
    
    
    (1,079,903
    )
    
    
    1983
    
    
    
    2005
    
    
    3-40 YearsColonial Village at Canyon Hills
    
    
    
    
    
    
    2,345,191
    
    
    
    11,274,917
    
    
    
    692,756
    
    
    
    2,345,191
    
    
    
    11,967,673
    
    
    
    14,312,864
    
    
    
    (1,271,168
    )
    
    
    1996
    
    
    
    2005
    
    
    3-40 YearsColonial Village at Chancellor Park
    
    
    
    
    
    
    4,080,000
    
    
    
    23,213,840
    
    
    
    893,876
    
    
    
    4,080,000
    
    
    
    24,107,716
    
    
    
    28,187,716
    
    
    
    (1,350,733
    )
    
    
    1999
    
    
    
    2006
    
    
    3-40 YearsColonial Village at Charleston Place (3)
    
    
    
    
    
    
    1,124,924
    
    
    
    7,367,718
    
    
    
    660,214
    
    
    
    1,124,924
    
    
    
    8,027,932
    
    
    
    9,152,856
    
    
    
    (1,201,583
    )
    
    
    1986
    
    
    
    2005
    
    
    3-40 YearsColonial Village at Chase Gayton
    
    
    
    
    
    
    3,270,754
    
    
    
    26,910,024
    
    
    
    1,200,000
    
    
    
    3,270,754
    
    
    
    28,110,024
    
    
    
    31,380,778
    
    
    
    (4,069,510
    )
    
    
    1984
    
    
    
    2005
    
    
    3-40 YearsColonial Village at Deerfield
    
    
    
    
    
    
    2,032,054
    
    
    
    14,584,057
    
    
    
    716,822
    
    
    
    2,032,054
    
    
    
    15,300,880
    
    
    
    17,332,934
    
    
    
    (1,635,277
    )
    
    
    1985
    
    
    
    2005
    
    
    3-40 YearsColonial Village at Grapevine
    
    
    
    
    
    
    6,221,164
    
    
    
    24,463,050
    
    
    
    1,387,512
    
    
    
    6,221,164
    
    
    
    25,850,561
    
    
    
    32,071,726
    
    
    
    (2,699,108
    )
    
    
    1985/86
    
    
    
    2005
    
    
    3-40 YearsColonial Village at Greenbrier
    
    
    
    
    
    
    2,620,216
    
    
    
    25,498,161
    
    
    
    770,920
    
    
    
    2,620,216
    
    
    
    26,269,081
    
    
    
    28,889,297
    
    
    
    (2,262,456
    )
    
    
    1980
    
    
    
    2005
    
    
    3-40 YearsColonial Village at Greentree
    
    
    
    
    
    
    1,920,436
    
    
    
    10,288,950
    
    
    
    743,781
    
    
    
    1,878,186
    
    
    
    11,074,981
    
    
    
    12,953,168
    
    
    
    (1,145,722
    )
    
    
    1984
    
    
    
    2005
    
    
    3-40 YearsColonial Village at Greystone (3)
    
    
    
    
    
    
    3,155,483
    
    
    
    28,875,949
    
    
    
    397,304
    
    
    
    3,155,483
    
    
    
    29,273,253
    
    
    
    32,428,736
    
    
    
    (2,445,197
    )
    
    
    1998/2000
    
    
    
    2005
    
    
    3-40 YearsColonial Village at Hampton Glen
    
    
    
    
    
    
    3,428,098
    
    
    
    17,966,469
    
    
    
    1,360,268
    
    
    
    3,428,098
    
    
    
    19,326,737
    
    
    
    22,754,835
    
    
    
    (2,506,284
    )
    
    
    1986
    
    
    
    2005
    
    
    3-40 YearsColonial Village at Hampton Pointe
    
    
    
    
    
    
    8,875,840
    
    
    
    15,359,217
    
    
    
    789,343
    
    
    
    8,875,840
    
    
    
    16,148,559
    
    
    
    25,024,399
    
    
    
    (2,018,204
    )
    
    
    1986
    
    
    
    2005
    
    
    3-40 YearsColonial Village at Harbour Club
    
    
    
    
    
    
    3,209,585
    
    
    
    20,094,356
    
    
    
    903,664
    
    
    
    3,209,585
    
    
    
    20,998,020
    
    
    
    24,207,605
    
    
    
    (2,437,387
    )
    
    
    1988
    
    
    
    2005
    
    
    3-40 Years
 S-1




---



##### Table of Contents



SCHEDULE III
COLONIAL REALTY LIMITED PARTNERSHIP
REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2007
 Initial Cost to Company
    
    
    
    
    
    Gross Amount at Which Carried at Close of PeriodCost Capitalized
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Date Acquired/Buildings and
    
    Subsequent to
    
    
    
    
    
    Buildings and
    
    
    
    
    
    Accumulated
    
    Date
    
    Placed in
    
    DepreciableDescription
    
    Encumbrances (1)
    
    Land
    
    Improvements
    
    Acquisition
    
    Land
    
    Improvements
    
    Total (2)
    
    Depreciation
    
    Completed
    
    Service
    
    Lives-YearsColonial Village at Highland Hills
    
    
    
    
    
    
    1,981,613
    
    
    
    17,112,176
    
    
    
    165,375
    
    
    
    1,981,613
    
    
    
    17,277,551
    
    
    
    19,259,164
    
    
    
    (2,507,313
    )
    
    
    1987
    
    
    
    2005
    
    
    3-40 YearsColonial Village at Huntington
    
    
    
    
    
    
    1,315,930
    
    
    
    7,605,360
    
    
    
    862,515
    
    
    
    1,315,930
    
    
    
    8,467,875
    
    
    
    9,783,805
    
    
    
    (861,915
    )
    
    
    1986
    
    
    
    2005
    
    
    3-40 YearsColonial Village at Huntleigh Woods
    
    
    
    
    
    
    745,600
    
    
    
    4,908,990
    
    
    
    1,592,491
    
    
    
    730,688
    
    
    
    6,516,393
    
    
    
    7,247,081
    
    
    
    (2,598,622
    )
    
    
    1978
    
    
    
    1994
    
    
    3-40 YearsColonial Village at Inverness
    
    
    
    
    
    
    2,349,487
    
    
    
    16,279,416
    
    
    
    13,216,355
    
    
    
    2,936,991
    
    
    
    28,908,268
    
    
    
    31,845,258
    
    
    
    (12,846,054
    )
    
    
    1986/87/90/97
    
    
    
    1986/87/90/97
    
    
    3-40 YearsColonial Village at Main Park
    
    
    
    
    
    
    1,208,434
    
    
    
    10,235,978
    
    
    
    613,897
    
    
    
    1,208,434
    
    
    
    10,849,875
    
    
    
    12,058,310
    
    
    
    (1,271,104
    )
    
    
    1984
    
    
    
    2005
    
    
    3-40 YearsColonial Village at Marsh Cove
    
    
    
    
    
    
    2,023,460
    
    
    
    11,095,073
    
    
    
    1,035,352
    
    
    
    2,023,460
    
    
    
    12,130,425
    
    
    
    14,153,885
    
    
    
    (1,572,246
    )
    
    
    1983
    
    
    
    2005
    
    
    3-40 YearsColonial Village at Meadow Creek
    
    
    
    
    
    
    1,548,280
    
    
    
    11,293,190
    
    
    
    1,025,461
    
    
    
    1,548,280
    
    
    
    12,318,651
    
    
    
    13,866,931
    
    
    
    (1,624,939
    )
    
    
    1984
    
    
    
    2005
    
    
    3-40 YearsColonial Village at Mill Creek (3)
    
    
    
    
    
    
    2,153,567
    
    
    
    9,331,910
    
    
    
    491,007
    
    
    
    2,153,567
    
    
    
    9,822,917
    
    
    
    11,976,484
    
    
    
    (1,776,338
    )
    
    
    1984
    
    
    
    2005
    
    
    3-40 YearsColonial Village at North Arlington
    
    
    
    
    
    
    2,439,102
    
    
    
    10,804,027
    
    
    
    707,209
    
    
    
    2,439,102
    
    
    
    11,511,236
    
    
    
    13,950,338
    
    
    
    (1,419,633
    )
    
    
    1985
    
    
    
    2005
    
    
    3-40 YearsColonial Village at Oakbend
    
    
    
    
    
    
    5,100,000
    
    
    
    26,260,164
    
    
    
    711,143
    
    
    
    5,100,000
    
    
    
    26,971,307
    
    
    
    32,071,307
    
    
    
    (1,339,064
    )
    
    
    1997
    
    
    
    2006
    
    
    3-40 YearsColonial Village at Pear Ridge (3)
    
    
    
    
    
    
    3,329,377
    
    
    
    11,311,073
    
    
    
    361,012
    
    
    
    3,329,377
    
    
    
    11,672,085
    
    
    
    15,001,461
    
    
    
    (1,167,830
    )
    
    
    1988
    
    
    
    2005
    
    
    3-40 YearsColonial Village at Pinnacle Ridge
    
    
    
    
    
    
    1,212,917
    
    
    
    8,499,638
    
    
    
    444,970
    
    
    
    1,212,917
    
    
    
    8,944,608
    
    
    
    10,157,525
    
    
    
    (1,189,072
    )
    
    
    1951/85
    
    
    
    2005
    
    
    3-40 YearsColonial Village at Quarry Oaks
    
    
    
    
    
    
    5,063,500
    
    
    
    27,767,505
    
    
    
    1,526,219
    
    
    
    5,063,500
    
    
    
    29,293,724
    
    
    
    34,357,224
    
    
    
    (3,356,661
    )
    
    
    1996
    
    
    
    2003
    
    
    3-40 YearsColonial Village at Shoal Creek
    
    
    
    
    
    
    4,080,000
    
    
    
    29,214,707
    
    
    
    1,051,935
    
    
    
    4,080,000
    
    
    
    30,266,642
    
    
    
    34,346,642
    
    
    
    (1,881,154
    )
    
    
    1996
    
    
    
    2006
    
    
    3-40 YearsColonial Village at Sierra Vista
    
    
    
    
    
    
    2,320,000
    
    
    
    11,370,600
    
    
    
    963,447
    
    
    
    2,308,949
    
    
    
    12,345,098
    
    
    
    14,654,047
    
    
    
    (1,706,981
    )
    
    
    1999
    
    
    
    2004
    
    
    3-40 YearsColonial Village at South Tryon
    
    
    
    
    
    
    1,510,535
    
    
    
    14,696,088
    
    
    
    507,336
    
    
    
    1,510,535
    
    
    
    15,203,425
    
    
    
    16,713,960
    
    
    
    (1,289,812
    )
    
    
    2002
    
    
    
    2005
    
    
    3-40 YearsColonial Village at Stone Point (3)
    
    
    
    
    
    
    1,417,658
    
    
    
    9,291,464
    
    
    
    538,876
    
    
    
    1,417,658
    
    
    
    9,830,340
    
    
    
    11,247,998
    
    
    
    (1,367,086
    )
    
    
    1986
    
    
    
    2005
    
    
    3-40 YearsColonial Village at Timber Crest (3)
    
    
    14,325,000
    
    
    
    2,284,812
    
    
    
    19,010,168
    
    
    
    713,581
    
    
    
    2,284,812
    
    
    
    19,723,749
    
    
    
    22,008,561
    
    
    
    (1,665,678
    )
    
    
    2000
    
    
    
    2005
    
    
    3-40 YearsColonial Village at Tradewinds
    
    
    
    
    
    
    5,220,717
    
    
    
    22,479,977
    
    
    
    819,800
    
    
    
    5,220,717
    
    
    
    23,299,777
    
    
    
    28,520,494
    
    
    
    (2,295,706
    )
    
    
    1988
    
    
    
    2005
    
    
    3-40 YearsColonial Village at Trussville
    
    
    
    
    
    
    1,504,000
    
    
    
    18,800,253
    
    
    
    2,338,818
    
    
    
    1,510,409
    
    
    
    21,132,662
    
    
    
    22,643,071
    
    
    
    (7,879,104
    )
    
    
    1996/97
    
    
    
    1997
    
    
    3-40 YearsColonial Village at Twin Lakes
    
    
    
    
    
    
    4,966,922
    
    
    
    29,925,363
    
    
    
    338,605
    
    
    
    5,624,063
    
    
    
    29,606,827
    
    
    
    35,230,890
    
    
    
    (3,812,377
    )
    
    
    2005
    
    
    
    2001
    
    
    3-40 YearsColonial Village at Vista Ridge
    
    
    
    
    
    
    2,003,172
    
    
    
    11,186,878
    
    
    
    693,197
    
    
    
    2,003,172
    
    
    
    11,880,075
    
    
    
    13,883,247
    
    
    
    (1,406,961
    )
    
    
    1985
    
    
    
    2005
    
    
    3-40 YearsColonial Village at Waterford
    
    
    
    
    
    
    3,321,325
    
    
    
    26,345,195
    
    
    
    1,018,163
    
    
    
    3,321,325
    
    
    
    27,363,359
    
    
    
    30,684,684
    
    
    
    (3,094,726
    )
    
    
    1989
    
    
    
    2005
    
    
    3-40 YearsColonial Village at Waters Edge
    
    
    
    
    
    
    888,386
    
    
    
    13,215,381
    
    
    
    775,088
    
    
    
    888,386
    
    
    
    13,990,469
    
    
    
    14,878,855
    
    
    
    (2,241,474
    )
    
    
    1985
    
    
    
    2005
    
    
    3-40 YearsColonial Village at West End
    
    
    
    
    
    
    2,436,588
    
    
    
    14,800,444
    
    
    
    1,271,793
    
    
    
    2,436,588
    
    
    
    16,072,237
    
    
    
    18,508,825
    
    
    
    (1,946,556
    )
    
    
    1987
    
    
    
    2005
    
    
    3-40 YearsColonial Village at Westchase
    
    
    
    
    
    
    10,418,496
    
    
    
    10,348,047
    
    
    
    1,003,606
    
    
    
    10,418,496
    
    
    
    11,351,653
    
    
    
    21,770,149
    
    
    
    (2,058,061
    )
    
    
    1985
    
    
    
    2005
    
    
    3-40 YearsColonial Village at Willow Creek
    
    
    
    
    
    
    4,780,000
    
    
    
    34,143,179
    
    
    
    775,795
    
    
    
    4,780,000
    
    
    
    34,918,974
    
    
    
    39,698,974
    
    
    
    (2,239,695
    )
    
    
    1996
    
    
    
    2006
    
    
    3-40 YearsColonial Village at Windsor Place
    
    
    
    
    
    
    1,274,885
    
    
    
    15,017,745
    
    
    
    1,042,408
    
    
    
    1,274,885
    
    
    
    16,060,153
    
    
    
    17,335,038
    
    
    
    (2,035,235
    )
    
    
    1985
    
    
    
    2005
    
    
    3-40 YearsCottonwood Crossing (3)
    
    
    
    
    
    
    922,398
    
    
    
    6,127,804
    
    
    
    427,979
    
    
    
    922,398
    
    
    
    6,555,783
    
    
    
    7,478,182
    
    
    
    (924,713
    )
    
    
    1985
    
    
    
    2005
    
    
    3-40 YearsGlen Eagles I & II
    
    
    
    
    
    
    2,028,204
    
    
    
    17,424,915
    
    
    
    511,360
    
    
    
    2,028,204
    
    
    
    17,936,275
    
    
    
    19,964,480
    
    
    
    (1,986,020
    )
    
    
    1990/2000
    
    
    
    2005
    
    
    3-40 YearsHeatherwood
    
    
    
    
    
    
    3,550,362
    
    
    
    23,731,531
    
    
    
    2,832,004
    
    
    
    3,550,362
    
    
    
    26,563,536
    
    
    
    30,113,898
    
    
    
    (3,008,209
    )
    
    
    1980
    
    
    
    2005
    
    
    3-40 YearsMurano at Delray Beach (4)
    
    
    
    
    
    
    2,730,000
    
    
    
    20,209,175
    
    
    
    
    
    
    
    2,730,000
    
    
    
    20,209,175
    
    
    
    22,939,175
    
    
    
    (564,970
    )
    
    
    2002
    
    
    
    2005
    
    
    3-40 YearsPaces Cove (3)
    
    
    
    
    
    
    1,509,933
    
    
    
    11,127,122
    
    
    
    387,078
    
    
    
    1,509,933
    
    
    
    11,514,199
    
    
    
    13,024,132
    
    
    
    (1,601,210
    )
    
    
    1982
    
    
    
    2005
    
    
    3-40 YearsParkside at Woodlake
    
    
    
    
    
    
    2,781,279
    
    
    
    17,694,376
    
    
    
    519,943
    
    
    
    2,781,279
    
    
    
    18,214,319
    
    
    
    20,995,598
    
    
    
    (1,799,741
    )
    
    
    1996
    
    
    
    2005
    
    
    3-40 YearsPortofino at Jensen Beach (4)
    
    
    
    
    
    
    3,540,000
    
    
    
    16,690,792
    
    
    
    
    
    
    
    3,540,000
    
    
    
    16,690,792
    
    
    
    20,230,792
    
    
    
    (463,306
    )
    
    
    2002
    
    
    
    2005
    
    
    3-40 YearsRemington Hills
    
    
    
    
    
    
    2,520,011
    
    
    
    22,451,151
    
    
    
    811,964
    
    
    
    2,520,011
    
    
    
    23,263,114
    
    
    
    25,783,126
    
    
    
    (2,485,813
    )
    
    
    1984
    
    
    
    2005
    
    
    3-40 YearsSummer Tree
    
    
    
    
    
    
    2,319,541
    
    
    
    5,975,472
    
    
    
    472,402
    
    
    
    2,319,541
    
    
    
    6,447,874
    
    
    
    8,767,414
    
    
    
    (1,092,093
    )
    
    
    1980
    
    
    
    2005
    
    
    3-40 YearsTrolley Square East & West
    
    
    
    
    
    
    4,743,279
    
    
    
    14,416,319
    
    
    
    3,782,130
    
    
    
    4,743,279
    
    
    
    18,198,449
    
    
    
    22,941,727
    
    
    
    (2,101,909
    )
    
    
    1964/65
    
    
    
    2005
    
    
    3-40 YearsOffice:250 Commerce Street (3)
    
    
    
    
    
    
    25,000
    
    
    
    200,200
    
    
    
    2,799,129
    
    
    
    25,000
    
    
    
    2,999,329
    
    
    
    3,024,329
    
    
    
    (2,740,715
    )
    
    
    1904/81
    
    
    
    1980
    
    
    3-40 YearsColonial Center Brookwood Village
    
    
    
    
    
    
    1,285,379
    
    
    
    
    
    
    
    38,827,460
    
    
    
    
    
    
    
    40,112,839
    
    
    
    40,112,839
    
    
    
    (284,020
    )
    
    
    2007
    
    
    
    2007
    
    
    3-40 YearsRetail:Colonial Brookwood Village
    
    
    
    
    
    
    6,851,321
    
    
    
    24,435,002
    
    
    
    70,471,449
    
    
    
    8,171,373
    
    
    
    93,586,399
    
    
    
    101,757,772
    
    
    
    (31,639,553
    )
    
    
    1973/91/00
    
    
    
    1997
    
    
    3-40 YearsColonial Promenade Fultondale
    
    
    
    
    
    
    1,424,390
    
    
    
    15,303,065
    
    
    
    2,657,226
    
    
    
    1,424,390
    
    
    
    17,960,291
    
    
    
    19,384,680
    
    
    
    
    
    
    
    2007
    
    
    
    2007
    
    
    3-40 YearsColonial Promenade Winter Haven
    
    
    
    
    
    
    2,880,025
    
    
    
    3,928,903
    
    
    
    6,496,737
    
    
    
    4,045,045
    
    
    
    9,260,620
    
    
    
    13,305,665
    
    
    
    (2,458,491
    )
    
    
    1986
    
    
    
    1995
    
    
    3-40 YearsFor-Sale Residential:Central Park (3)
    
    
    
    
    
    
    1,437,374
    
    
    
    
    
    
    
    9,279,163
    
    
    
    1,437,374
    
    
    
    9,279,163
    
    
    
    10,716,537
    
    
    
    
    
    
    
    2007
    
    
    
    2005
    
    
    
    N/ACypress Village (5)
    
    
    
    
    
    
    27,878,809
    
    
    
    
    
    
    
    12,361,548
    
    
    
    27,878,809
    
    
    
    12,361,548
    
    
    
    40,240,357
    
    
    
    
    
    
    
    N/A
    
    
    
    2006
    
    
    
    N/AGrander (5)
    
    
    
    
    
    
    4,000,000
    
    
    
    
    
    
    
    3,915,613
    
    
    
    4,000,000
    
    
    
    3,915,613
    
    
    
    7,915,613
    
    
    
    
    
    
    
    N/A
    
    
    
    2006
    
    
    
    N/ASouthgate at Fairview (3)
    
    
    
    
    
    
    1,993,941
    
    
    
    
    
    
    
    9,482,581
    
    
    
    1,993,941
    
    
    
    9,482,581
    
    
    
    11,476,522
    
    
    
    
    
    
    
    2007
    
    
    
    2005
    
    
    
    N/ASpanish Oaks (5)
    
    
    
    
    
    
    4,950,000
    
    
    
    
    
    
    
    9,132,873
    
    
    
    4,950,000
    
    
    
    9,132,873
    
    
    
    14,082,873
    
    
    
    
    
    
    
    N/A
    
    
    
    2006
    
    
    
    N/AActive Development Projects:Colonial Center TownPark 400
    
    
    
    
    
    
    3,301,914
    
    
    
    
    
    
    
    13,298,957
    
    
    
    3,301,914
    
    
    
    13,298,957
    
    
    
    16,600,871
    
    
    
    
    
    
    
    N/A
    
    
    
    1999
    
    
    
    N/AColonial Grand at Ashton Oaks
    
    
    
    
    
    
    3,659,400
    
    
    
    
    
    
    
    2,058,600
    
    
    
    3,659,400
    
    
    
    2,058,600
    
    
    
    5,718,000
    
    
    
    
    
    
    
    N/A
    
    
    
    2007
    
    
    
    N/AColonial Grand at Ayrsley
    
    
    
    
    
    
    4,261,351
    
    
    
    
    
    
    
    22,298,649
    
    
    
    4,261,351
    
    
    
    22,298,649
    
    
    
    26,560,000
    
    
    
    
    
    
    
    N/A
    
    
    
    2006
    
    
    
    N/AColonial Grand at Azure
    
    
    
    
    
    
    6,016,000
    
    
    
    
    
    
    
    839,000
    
    
    
    6,016,000
    
    
    
    839,000
    
    
    
    6,855,000
    
    
    
    
    
    
    
    N/A
    
    
    
    2007
    
    
    
    N/AColonial Grand at Cityway (formerly Ridell Ranch)
    
    
    
    
    
    
    3,656,250
    
    
    
    
    
    
    
    833,750
    
    
    
    3,656,250
    
    
    
    833,750
    
    
    
    4,490,000
    
    
    
    
    
    
    
    N/A
    
    
    
    2006
    
    
    
    N/AColonial Grand at Desert Vista
    
    
    
    
    
    
    12,000,000
    
    
    
    
    
    
    
    3,621,000
    
    
    
    12,000,000
    
    
    
    3,621,000
    
    
    
    15,621,000
    
    
    
    
    
    
    
    N/A
    
    
    
    2007
    
    
    
    N/AColonial Grand at Hampton Preserve
    
    
    
    
    
    
    10,500,000
    
    
    
    
    
    
    
    1,160,000
    
    
    
    10,500,000
    
    
    
    1,160,000
    
    
    
    11,660,000
    
    
    
    
    
    
    
    N/A
    
    
    
    2007
    
    
    
    N/AColonial Grand at Huntersville
    
    
    
    
    
    
    3,593,366
    
    
    
    
    
    
    
    18,494,634
    
    
    
    3,593,366
    
    
    
    18,494,634
    
    
    
    22,088,000
    
    
    
    
    
    
    
    N/A
    
    
    
    2006
    
    
    
    N/AColonial Grand at Onion Creek (formerly Double
Creek)
    
    
    
    
    
    
    3,505,449
    
    
    
    
    
    
    
    10,626,551
    
    
    
    3,505,449
    
    
    
    10,626,551
    
    
    
    14,132,000
    
    
    
    
    
    
    
    N/A
    
    
    
    2005
    
    
    
    N/AColonial Grand at Randal Park
    
    
    
    
    
    
    7,200,000
    
    
    
    
    
    
    
    3,468,000
    
    
    
    7,200,000
    
    
    
    3,468,000
    
    
    
    10,668,000
    
    
    
    
    
    
    
    N/A
    
    
    
    2006
    
    
    
    N/AColonial Grand at Shelby Farms II (3)
    
    
    
    
    
    
    10,113,000
    
    
    
    
    
    
    
    2,188,000
    
    
    
    10,113,000
    
    
    
    2,188,000
    
    
    
    12,301,000
    
    
    
    
    
    
    
    N/A
    
    
    
    2006
    
    
    
    N/AColonial Grand at South End
    
    
    
    
    
    
    9,382,091
    
    
    
    
    
    
    
    765,910
    
    
    
    9,382,091
    
    
    
    765,910
    
    
    
    10,148,000
    
    
    
    
    
    
    
    N/A
    
    
    
    2007
    
    
    
    N/A
 S-2




---



##### Table of Contents



SCHEDULE III
COLONIAL REALTY LIMITED PARTNERSHIP
REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2007
 Initial Cost to Company
    
    
    
    
    
    Gross Amount at Which Carried at Close of PeriodCost Capitalized
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Date Acquired/Buildings and
    
    Subsequent to
    
    
    
    
    
    Buildings and
    
    
    
    
    
    Accumulated
    
    Date
    
    Placed in
    
    DepreciableDescription
    
    Encumbrances (1)
    
    Land
    
    Improvements
    
    Acquisition
    
    Land
    
    Improvements
    
    Total (2)
    
    Depreciation
    
    Completed
    
    Service
    
    Lives-YearsColonial Grand at Sweetwater
    
    
    
    
    
    
    5,238,000
    
    
    
    
    
    
    
    1,095,000
    
    
    
    5,238,000
    
    
    
    1,095,000
    
    
    
    6,333,000
    
    
    
    
    
    
    
    N/A
    
    
    
    2006
    
    
    
    N/AColonial Grand at Thunderbird
    
    
    
    
    
    
    6,500,500
    
    
    
    
    
    
    
    1,165,500
    
    
    
    6,500,500
    
    
    
    1,165,500
    
    
    
    7,666,000
    
    
    
    
    
    
    
    N/A
    
    
    
    2007
    
    
    
    N/AColonial Grand at Wakefield
    
    
    
    
    
    
    3,573,196
    
    
    
    
    
    
    
    828,804
    
    
    
    3,573,196
    
    
    
    828,804
    
    
    
    4,402,000
    
    
    
    
    
    
    
    N/A
    
    
    
    2007
    
    
    
    N/AColonial Pinnacle Tannehill
    
    
    
    
    
    
    19,097,386
    
    
    
    
    
    
    
    2,555,821
    
    
    
    19,097,386
    
    
    
    2,555,821
    
    
    
    21,653,207
    
    
    
    
    
    
    
    N/A
    
    
    
    2006
    
    
    
    N/AColonial Pinnacle Tutwiler Farm
    
    
    
    
    
    
    4,682,430
    
    
    
    
    
    
    
    1,292,006
    
    
    
    4,682,430
    
    
    
    1,292,006
    
    
    
    5,974,436
    
    
    
    
    
    
    
    N/A
    
    
    
    2005
    
    
    
    N/AColonial Promenade Craft Farms II
    
    
    
    
    
    
    1,207,040
    
    
    
    
    
    
    
    251,615
    
    
    
    1,207,040
    
    
    
    251,615
    
    
    
    1,458,655
    
    
    
    
    
    
    
    N/A
    
    
    
    2007
    
    
    
    N/AColonial Promenade Huntsville
    
    
    
    
    
    
    8,047,720
    
    
    
    
    
    
    
    507,972
    
    
    
    8,047,720
    
    
    
    507,972
    
    
    
    8,555,692
    
    
    
    
    
    
    
    N/A
    
    
    
    2007
    
    
    
    N/AColonial Village at Godley Lake
    
    
    
    
    
    
    1,053,307
    
    
    
    
    
    
    
    9,181,693
    
    
    
    1,053,307
    
    
    
    9,181,693
    
    
    
    10,235,000
    
    
    
    
    
    
    
    N/A
    
    
    
    2007
    
    
    
    N/AColonial Village at Matthews Commons
    
    
    
    
    
    
    2,026,288
    
    
    
    
    
    
    
    877,712
    
    
    
    2,026,288
    
    
    
    877,712
    
    
    
    2,904,000
    
    
    
    
    
    
    
    N/A
    
    
    
    2007
    
    
    
    N/ACraft Farms Mixed Use
    
    
    
    
    
    
    4,400,000
    
    
    
    
    
    
    
    2,932,002
    
    
    
    4,400,000
    
    
    
    2,932,002
    
    
    
    7,332,002
    
    
    
    
    
    
    
    N/A
    
    
    
    2004
    
    
    
    N/AEnclave (formerly The Renwick) (5)
    
    
    
    
    
    
    4,074,823
    
    
    
    
    
    
    
    17,784,872
    
    
    
    4,074,823
    
    
    
    17,784,872
    
    
    
    21,859,695
    
    
    
    
    
    
    
    N/A
    
    
    
    2005
    
    
    
    N/AMetropolitan Midtown
    
    
    
    
    
    
    4,500,000
    
    
    
    
    
    
    
    62,976,358
    
    
    
    4,522,908
    
    
    
    62,953,450
    
    
    
    67,476,358
    
    
    
    
    
    
    
    N/A
    
    
    
    2006
    
    
    
    N/AWoodlands  Craft Farms Residential
    
    
    
    
    
    
    15,300,000
    
    
    
    
    
    
    
    13,006,265
    
    
    
    15,300,000
    
    
    
    13,006,265
    
    
    
    28,306,265
    
    
    
    
    
    
    
    N/A
    
    
    
    2004
    
    
    
    N/AOther Miscellaneous Projects
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,861,507
    
    
    
    
    
    
    
    10,861,507
    
    
    
    10,861,507
    
    
    
    
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/ACondominium Conversion Properties:Azur at Metrowest (3)
    
    
    
    
    
    
    3,421,000
    
    
    
    22,592,957
    
    
    
    (24,223,190
    )
    
    
    220,000
    
    
    
    1,570,767
    
    
    
    1,790,767
    
    
    
    
    
    
    
    1997
    
    
    
    2003
    
    
    3-40 YearsCapri at Hunters Creek (3)
    
    
    
    
    
    
    8,781,859
    
    
    
    10,914,351
    
    
    
    (18,558,556
    )
    
    
    85,005
    
    
    
    1,052,649
    
    
    
    1,137,654
    
    
    
    
    
    
    
    1999
    
    
    
    1998
    
    
    3-40 YearsUnimproved Land:Breland Land
    
    
    
    
    
    
    9,842,761
    
    
    
    
    
    
    
    25,502
    
    
    
    9,842,761
    
    
    
    25,502
    
    
    
    9,868,263
    
    
    
    
    
    
    
    N/A
    
    
    
    2005
    
    
    
    N/ACanal Place and Infrastructure
    
    
    
    
    
    
    10,951,968
    
    
    
    
    
    
    
    5,058,136
    
    
    
    10,951,968
    
    
    
    5,058,136
    
    
    
    16,010,104
    
    
    
    
    
    
    
    N/A
    
    
    
    2005
    
    
    
    N/AColonial Center Town Park 500
    
    
    
    
    
    
    2,903,795
    
    
    
    
    
    
    
    1,201,230
    
    
    
    2,903,795
    
    
    
    1,201,230
    
    
    
    4,105,025
    
    
    
    
    
    
    
    N/A
    
    
    
    1999
    
    
    
    N/AColonial Promenade Burnt Store
    
    
    
    
    
    
    615,380
    
    
    
    
    
    
    
    
    
    
    
    615,380
    
    
    
    
    
    
    
    615,380
    
    
    
    
    
    
    
    N/A
    
    
    
    1994
    
    
    
    N/AHeathrow Land and Infrastructure
    
    
    
    
    
    
    12,250,568
    
    
    
    
    
    
    
    1,964,345
    
    
    
    12,560,568
    
    
    
    1,654,345
    
    
    
    14,214,913
    
    
    
    
    
    
    
    N/A
    
    
    
    2002
    
    
    
    N/ALakewood Ranch
    
    
    
    
    
    
    479,900
    
    
    
    
    
    
    
    788,249
    
    
    
    479,900
    
    
    
    788,249
    
    
    
    1,268,149
    
    
    
    
    
    
    
    N/A
    
    
    
    1999
    
    
    
    N/ARandal Park
    
    
    
    
    
    
    33,686,904
    
    
    
    
    
    
    
    11,693,502
    
    
    
    33,686,904
    
    
    
    11,693,502
    
    
    
    45,380,406
    
    
    
    
    
    
    
    N/A
    
    
    
    2006
    
    
    
    N/ATown Park Land and Infrastructure
    
    
    
    
    
    
    6,600,000
    
    
    
    
    
    
    
    2,456,799
    
    
    
    6,600,000
    
    
    
    2,456,799
    
    
    
    9,056,799
    
    
    
    
    
    
    
    N/A
    
    
    
    1999
    
    
    
    N/ACorporate Assets:
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    18,335,313
    
    
    
    
    
    
    
    18,335,313
    
    
    
    18,335,313
    
    
    
    (9,551,327
    )
    
    
    N/A
    
    
    
    N/A
    
    
    3-7 Years$
    61,808,359
    
    
    $
    615,349,307
    
    
    $
    1,850,989,511
    
    
    $
    787,396,644
    
    
    $
    611,433,179
    
    
    $
    2,642,302,283
    
    
    $
    3,253,735,462
    
    
    $
    (327,738,853
    )
 S-3




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##### Table of Contents



NOTES TO SCHEDULE III
COLONIAL REALTY LIMITED PARTNERSHIP
December 31, 2007
 (1)
    
    See description of mortgage notes payable in Note 11 of Notes to Consolidated Financial Statements.(2)
    
    The aggregate cost for Federal Income Tax purposes was
approximately $1.8 billion at December 31, 2007.(3)
    
    Amounts include real estate assets classified as held for sale at December 31, 2007.(4)
    
    During 2007, the Company is leasing the remaining units at these previously classified condominium conversions.(5)
    
    These projects are net of an impairment charge of approximately $43 millon which was recorded during 2007.(6)
    
    The following is a reconciliation of real estate to balances reported at the beginning of the year:
 Reconciliation of Real Estate
 2007
    
    
    2006
    
    
    2005Real estate investments:Balance at beginning of year
    
    $
    4,492,418,562
    
    
    $
    4,554,093,225
    
    
    $
    3,091,323,963Acquisitions of new property
    
    
    147,800,000
    
    
    
    349,888,353
    
    
    
    2,150,264,089Improvements and development
    
    
    342,843,440
    (a)
    
    
    470,553,525
    
    
    
    254,999,732Dispositions of property
    
    
    (1,729,326,540
    )
    
    
    (882,116,541
    )
    
    
    (942,494,559
    )Balance at end of year
    
    $
    3,253,735,462
    
    
    $
    4,492,418,562
    
    
    $
    4,554,093,225
 Reconciliation of Accumulated Depreciation
 2007
    
    
    2006
    
    
    2005Accumulated depreciation:Balance at beginning of year
    
    $
    495,268,312
    
    
    $
    463,109,242
    
    
    $
    505,988,402Depreciation
    
    
    114,044,627
    
    
    
    148,887,070
    
    
    
    135,929,433Depreciation of disposition of property
    
    
    (281,574,086
    )
    
    
    (116,728,000
    )
    
    
    (178,808,593
    )Balance at end of year
    
    $
    327,738,853
    
    
    $
    495,268,312
    
    
    $
    463,109,242
 
 (a)
    
    This amount is net of an impairment charge of approximately $43 million which was recorded during 2007. S-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 Subsidiaries23.1
    
    Consent of PricewaterhouseCoopers LLP23.2
    
    Consent of Weiser LLP23.3
    
    Consent of PricewaterhouseCoopers LLP31.1
    
    CEO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2
    
    CFO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1
    
    CEO Certification pursuant to
Section 906 of the Sarbanes-Oxley Act of 200232.2
    
    CFO Certification pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
 136