UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON , D.C. 20549

FORM 10-Q

þR QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: ~~March~~September 3130, ~~2009~~ 2013



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: ~~1-12358 (Colonial Properties Trust)~~ 0-20707 ~~(Colonial Realty Limited Partnership)~~

COLONIAL ~~PROPERTIES TRUST COLONIAL~~ REALTY LIMITED PARTNERSHIP

(Exact name of registrant as specified in its charter)

Alabama (Colonial Properties Trust)		59-7007599
Delaware		63-1098468
Delaware (Colonial Realty Limited Partnership)		63-1098468
(State or other jurisdiction		(IRS Employer
(State or other jurisdiction of incorporation or organization)		(IRS Employer . Identification Number)
of incorporation or organization)		Identification Number)

2101 Sixth Avenue North, Suite 750, Birmingham, Alabama 35203 ~~(Address of principal executive offices) (Zip code)~~

(~~205) 250-8700 (Registrant’s~~Address ~~telephone~~of ~~number,~~principal ~~including~~executive ~~area~~offices) (Zip code)

~~Not applicable~~ (~~Former name, former address and former fiscal year, if changed since last report~~205) 250-8700

~~Indicate by check mark whether the registrant~~ (~~1) has~~Registrant’s ~~filed~~telephone ~~all~~number, ~~reports~~including ~~required~~area ~~to be filed by Section 13 or 15(d~~code) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

~~Colonial~~Not ~~Properties Trust YES þ NO o Colonial Realty Limited Partnership YES þ NO o~~applicable

~~Indicate~~(Former byname, ~~check~~former ~~mark~~address ~~whether the registrant has submitted electronically~~ and ~~posted~~former onfiscal ~~its corporate Web site~~year, if ~~any,~~changed ~~every~~since ~~Interactive~~last Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such filesreport).

~~Colonial~~Indicate ~~Properties~~by ~~Trust~~check ~~YES~~mark owhether NOthe oregistrant ~~Colonial~~(1) has ~~Realty~~filed ~~Limited~~all ~~Partnership~~reports ~~YES~~required oto NObe ofiled by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

~~Indicate~~YES byR ~~check~~NO mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):o

~~Colonial~~Indicate ~~Properties~~by ~~Trust~~ check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

~~Large~~YES ~~accelerated~~R ~~filer~~NO ~~þ Accelerated filer~~ o ~~Non-accelerated filer o(Do not check if a smaller reporting company) Smaller reporting company o~~

~~Colonial~~Indicate ~~Realty~~by ~~Limited~~check ~~Partnership~~ mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer þo Non-accelerated filer R Smaller reporting company o (Do not check if asmallerreporting ~~smaller reporting~~ company) ~~Smaller reporting company o~~

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

~~Colonial Properties Trust~~ YES o NO ~~þ Colonial Realty Limited Partnership YES o NO þ~~R

AsCOLONIAL ofREALTY ~~May 5,~~LIMITED ~~2009, Colonial Properties Trust had 48,777,226 Common Shares of Beneficial Interest outstanding.~~ PARTNERSHIP

~~COLONIAL PROPERTIES TRUST COLONIAL REALTY LIMITED PARTNERSHIP~~ INDEX TO FORM 10-Q

	Page			~~Page~~
PART I: FINANCIAL INFORMATION
		Item 1.	Consolidated Condensed Financial Statements:
Item 1. Consolidated Condensed Financial Statements:
		Colonial Properties Trust
Consolidated Condensed Balance Sheets as of September 30, 2013 (unaudited) and December 31, 2012 (audited)	3
			Consolidated Condensed Balance Sheets as of March 31, 2009 (unaudited) and December 31, 2008		4
Consolidated Condensed Statements of Operations and Comprehensive Income (Loss) for the Three and Nine Months ended September 30, 2013 and 2012 (unaudited)	4
			Consolidated Condensed Statements of Income for the Three Months ended March 31, 2009 and 2008 (unaudited)		5
Consolidated Condensed Statements of Cash Flows for the Nine Months ended September 30, 2013 and 2012 (unaudited)	5
			Consolidated Condensed Statements of Cash Flows for the Three Months ended March 31, 2009 and 2008 (unaudited)		6
Consolidated Statements of Partners' Equity for the Nine Months ended September 30, 2013 and 2012 (unaudited)	6
Notes to Consolidated Condensed Financial Statements (unaudited)	7		~~Notes to Consolidated Condensed Financial Statements (unaudited)~~		7
		Colonial Realty Limited Partnership
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
			Consolidated Condensed Balance Sheets as of March 31, 2009 (unaudited) and December 31, 2008		32
Item 3. Quantitative and Qualitative Disclosures about Market Risk	41
			Consolidated Condensed Statements of Income for the Three Months ended March 31, 2009 and 2008 (unaudited)		33
Item 4. Controls and Procedures	41
			Consolidated Condensed Statements of Cash Flows for the Three Months ended March 31, 2009 and 2008 (unaudited)		34
PART II: OTHER INFORMATION
			Notes to Consolidated Condensed Financial Statements (unaudited)		35
Item 1. Legal Proceedings	42
		Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		58
Item 1A. Risk Factors	42
		Item 3.	Quantitative and Qualitative Disclosures about Market Risk		77
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	43
		Item 4.	Controls and Procedures		77
Item 6. Exhibits	44
PART II: OTHER INFORMATION
SIGNATURES	45
		Item 1A.	Risk Factors		78
EXHIBIT INDEX	46
		Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		79
		Item 6.	Exhibits		79
SIGNATURES					80
EXHIBIT INDEX					81
EX-12.1
EX-12.2
EX-31.1
EX-31.2
EX-31.3
EX-31.4
EX-32.1
EX-32.2
EX-32.3
EX-32.4

2 Table of Contents

~~Table~~COLONIAL ofREALTY ~~Contents~~LIMITED PARTNERSHIP

~~Explanatory~~CONSOLIDATED ~~Note~~ CONDENSED BALANCE SHEETS

~~This Form 10-Q includes information with respect to both Colonial Properties Trust~~ (~~the “Trust”) and Colonial Realty Limited Partnership (“CRLP”), of which the Trust is the sole general partner and~~ in ~~which the Trust owned an 84.6% limited partner interest as of March 31~~thousands, ~~2009.~~except ~~The~~unit Trust conducts all of its business and owns all of its properties through CRLP and CRLP’s various subsidiaries. Separate financial statements and accompanying notes are provided for each of the Trust and CRLP. Except as specifically noted otherwise, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” is presented as a single discussion with respect to both the Trust and CRLP since the Trust conducts all of its business and owns all of its properties through CRLP and CRLP’s various subsidiaries. data)



	(unaudited)			(audited)
	September 30, 2013			December 31, 2012
ASSETS
Land, buildings & equipment	$	3,456,917		$	3,489,322
Undeveloped land and construction in progress	282,279			296,153
Less: Accumulated depreciation	(874,681		)	(804,962		)
Real estate assets held for sale, net	2,367			93,450
Net real estate assets	2,866,882			3,073,963
Cash and cash equivalents	63,396			11,674
Restricted cash	6,825			38,128
Accounts receivable, net	16,730			23,977
Notes receivable	40,721			42,399
Prepaid expenses	17,851			19,460
Deferred debt and lease costs	14,614			23,938
Investment in partially-owned entities	4,282			7,777
Other assets	13,128			44,844
Total assets	$	3,044,429		$	3,286,160
LIABILITIES AND EQUITY
Notes and mortgages payable	$	1,541,530		$	1,643,361
Unsecured credit facility	135,000			188,631
Total debt	1,676,530			1,831,992
Accounts payable	47,235			53,496
Accrued interest	8,091			10,209
Accrued expenses	40,497			41,652
Other liabilities	25,805			36,751
Total liabilities	1,798,158			1,974,100
Redeemable units, at redemption value - 7,151,752 and 7,152,752 units outstanding at September 30, 2013 and December 31, 2012, respectively	168,557			162,056
General partner —
Common equity - 88,837,923 and 88,212,644 units outstanding at September 30, 2013 and December 31, 2012, respectively	1,092,893			1,174,321
Limited partners’ noncontrolling interest in consolidated partnership	—			695
Accumulated other comprehensive loss	(15,179		)	(25,012		)
Total equity	1,077,714			1,150,004
Total liabilities and equity	$	3,044,429		$	3,286,160

~~Table~~The accompanying notes are an integral part of ~~Contents~~these consolidated financial statements.

~~COLONIAL~~ ~~PROPERTIES TRUST CONSOLIDATED CONDENSED BALANCE SHEETS (in thousands, except share and per share data)~~ 3

	(unaudited)			(as adjusted)
	March 31, 2009			December 31, 2008
ASSETS
Land, buildings & equipment	$	2,915,908		$	2,897,779
Undeveloped land and construction in progress		291,297			380,676
Less: Accumulated depreciation		(431,644	)		(406,444	)
Real estate assets held for sale, net		155,560			102,699
Net real estate assets		2,931,121			2,974,710
Cash and cash equivalents		9,564			9,185
Restricted cash		31,418			29,766
Accounts receivable, net		31,789			25,702
Notes receivable		19,613			2,946
Prepaid expenses		12,522			5,332
Deferred debt and lease costs		19,834			16,783
Investment in partially-owned entities		40,890			46,221
Deferred tax asset		3,049			9,311
Other assets		30,496			35,213
Total assets	$	3,130,296		$	3,155,169
LIABILITIES AND EQUITY
Notes and mortgages payable	$	1,703,793		$	1,450,389
Unsecured credit facility		37,745			311,630
Total debt		1,741,538			1,762,019
Accounts payable		32,850			53,565
Accrued interest		23,547			20,717
Accrued expenses		19,940			7,521
Other liabilities		36,902			38,890
Total liabilities		1,854,777			1,882,712
Redeemable Noncontrolling interest:
Common units		117,965			124,848
Equity:
Preferred shares of beneficial interest, $.01 par value, 20,000,000 shares authorized:
8 1/8% Series D Cumulative Redeemable Preferred Shares of Beneficial Interest, liquidation preference $25 per depositary share, 4,011,250 depositary shares issued and outstanding at March 31, 2009 and December 31, 2008		4			4
Common shares of beneficial interest, $.01 par value, 125,000,000 shares authorized; 54,237,516 and 54,169,418 shares issued and outstanding at March 31, 2009 and December 31, 2008, respectively		542			542
Additional paid-in capital		1,627,367			1,619,897
Cumulative earnings		1,299,095			1,281,330
Cumulative distributions		(1,716,781	)		(1,700,739	)
Noncontrolling interest		101,489			101,943
Treasury shares, at cost; 5,623,150 shares at March 31, 2009 and December 31, 2008		(150,163	)		(150,163	)
Accumulated other comprehensive loss		(3,999	)		(5,205	)
Total equity		1,157,554			1,147,609
Total liabilities and equity	$	3,130,296		$	3,155,169

Table of Contents

~~The~~COLONIAL ~~accompanying~~REALTY ~~notes~~LIMITED ~~are an integral part of these consolidated condensed financial statements.~~ PARTNERSHIP

4 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

~~Table of Contents~~(Unaudited)

~~COLONIAL PROPERTIES TRUST CONSOLIDATED CONDENSED STATEMENTS OF INCOME~~ (~~Unaudited) (~~in thousands, except ~~share and~~ per ~~share~~unit data)

	Three Months Ended						Nine Months Ended
	March 31,
	September 30,						September 30,
	2009			2008
	2013			2012			2013			2012
Revenues:
Minimum rent	$	7083,~~233~~748		$	6676,~~795~~746		$	247,155		$	225,367
Tenant recoveries	698	~~1,066~~		646	~~848~~		2,019			1,924
Other property related revenue	19,302	~~9,501~~		14,477	~~8,107~~		54,432			40,362
Construction revenues		35			7,879
Other non-property related revenue	69			1,275			373			4,090
Other non-property related revenue		3,455			5,206
Total revenues	103,817			93,144			303,979			271,743
Total revenue		84,290			88,835
Operating expenses:
Expenses:
Property operating expense	31,827			26,753			85,036			75,378
Property operating expenses		22,469			19,678
Taxes, licenses and insurance	12,798			10,342			37,735			30,647
Taxes, licenses and insurance		10,976			9,589
Property management expense	5,755			3,238			15,067			9,085
Construction expenses		34			7,266
General and administrative expense	6,993			5,896			16,299			17,108
Property management expenses		1,918			2,241
Management fees and other expenses	584			1,392			855			5,206
General and administrative expenses		4,383			5,780
Merger-related expenses	17,294			—			18,447			—
Management fee and other expense		4,217			3,591
Investment and development expenses	129			41			689			632
Restructuring charges		812			—
Depreciation	31,333			28,496			91,935			84,286
Investment and development		165			769
Amortization	480			387			2,530			2,293
Depreciation		27,785			23,257
Impairment and other losses	28,343			547			29,345			1,441
Amortization		873			759
Total operating expenses	135,536			77,092			297,938			226,076
Impairment		736			—
(Loss) income from operations	(31,719		)	16,052			6,041			45,667
Total operating expenses		74,368			72,930
Other income (expense):
Income from operations		9,922			15,905
Interest expense	(20,534		)	(23,037		)	(63,729		)	(69,367		)
Other income (expense):
Debt cost amortization	(1,578		)	(1,450		)	(4,337		)	(4,286		)
Interest expense and debt cost amortization		(21,735	)		(18,707	)
Interest income	721			459			1,651			2,010
Gains on retirement of debt		25,319			5,471
Income (loss) from partially-owned unconsolidated entities	251			(517		)	3,249			17,360
Interest income		301			790
(Loss) gain on sale of property	(466		)	142			(441		)	(94		)
Income (loss) from partially-owned unconsolidated entities		(650	)		10,269
Taxes and other	(281		)	(224		)	(736		)	(690		)
Loss on hedging activities		(1,063	)		—
Total other income (expense)	(21,887		)	(24,627		)	(64,343		)	(55,067		)
Gains from sales of property, net of income taxes of $3,177 (Q109) and $406 (Q108)		5,380			1,931
Loss from continuing operations	(53,606		)	(8,575		)	(58,302		)	(9,400		)
Income taxes and other		3,090			874
Income from discontinued operations	227			1,613			2,994			9,573
Total other income (expense)		10,642			628
Gain (loss) on disposal of discontinued operations	1,794			—			27,703			(14		)
Income from continuing operations		20,564			16,533
Net income from discontinued operations	2,021			1,613			30,697			9,559
Income from discontinued operations		229			2,365
Net (loss) income	(51,585		)	(6,962		)	(27,605		)	159
Gain on disposal of discontinued operations, net of income taxes (benefit) of $26 (Q109) and ($14) (Q108)		45			2,913
Noncontrolling interest of limited partners — continuing operations	20			(12		)	(525		)	(29		)
Income from discontinued operations		274			5,278
Noncontrolling interest of limited partners — discontinued operations	(14		)	—			(14		)	—
Net income		20,838			21,811
Net (loss) income available to common unitholders	(51,579		)	(6,974		)	(28,144		)	130
Noncontrolling interest
Net loss available to common unitholders allocated to limited partners — continuing operations	3,993			645			4,394			398
Continuing Operations
Net income available to common unitholders allocated to limited partners — discontinued operations	(150		)	(121		)	(2,292		)	(720		)
Noncontrolling interest in CRLP — common unitholders		(2,416	)		(2,069	)
Net loss available to common unitholders allocated to general partner	$	(47,736	)	$	(6,450	)	$	(26,042	)	$	(192	)
Noncontrolling interest in CRLP — preferred unitholders		(1,813	)		(1,827	)
Net (loss) income per common unit — basic:
Noncontrolling interest of limited partners		(1,009	)		(123	)
Continuing operations	$	(0.56	)	$	(0.09	)	$	(0.62	)	$	(0.11	)
Discontinued Operations
Discontinued operations	0.02			0.01			0.32			0.10
Noncontrolling interest in CRLP from discontinued operations		(115	)		(947	)
Net (loss) income per common unit — basic	$	(0.54	)	$	(0.08	)	$	(0.30	)	$	(0.01	)
Noncontrolling interest of limited partners		468			141
Net (loss) income per common unit — diluted:
Income attributable to noncontrolling interest		(4,885	)		(4,825	)
Continuing operations	$	(0.56	)	$	(0.09	)	$	(0.62	)	$	(0.11	)
Net income attributable to parent company		15,953			16,986
Discontinued operations	0.02			0.01			0.32			0.10
Dividends to preferred shareholders		(2,073	)		(2,488	)
Net (loss) income per common unit — diluted	$	(0.54	)	$	(0.08	)	$	(0.30	)	$	(0.01	)
Preferred share issuance costs write-off, net of discount		(5	)		(271	)
Weighted average common units outstanding:
Net income available to common shareholders	$	13,875		$	14,227
Basic	95,422			94,478			95,217			94,344
Net income per common share — Basic:
Diluted	95,422			94,478			95,217			94,344
Income from continuing operations	$	0.28		$	0.21
Net (loss) income attributable to common unitholders	$	(51,579	)	$	(6,974	)	$	(28,144	)	$	130
Income from discontinued operations		0.01			0.09
Other comprehensive (loss) income:
Net income per common share — Basic	$	0.29		$	0.30
Changes in fair value of qualifying hedges	(3,158		)	(5,151		)	4,762			(15,736		)
Net income per common share — Diluted:
Reclassification adjustment for amounts included in net (loss) income	1,984			1,931			5,865			5,263
Income from continuing operations	$	0.28		$	0.21
Comprehensive loss	$	(52,753	)	$	(10,194	)	$	(17,517	)	$	(10,343	)
Income from discontinued operations		0.01			0.09
Net income per common share — Diluted	$	0.29		$	0.30
Weighted average common shares outstanding:
Basic		48,202			46,853
Diluted		48,202			47,014

The accompanying notes are an integral part of these consolidated ~~condensed~~ financial statements.

5 4

Table of Contents

COLONIAL ~~PROPERTIES~~REALTY ~~TRUST CONSOLIDATED~~LIMITED ~~CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) (in thousands)~~ PARTNERSHIP

	Three Months Ended
	March 31,
	2009			2008
Cash flows from operating activities:
Net income	$	20,838		$	21,811
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		29,296			24,810
Loss (Income) from unconsolidated entities		650			(10,269	)
Gains from sales of property		(8,537	)		(5,236	)
Impairment		1,054			—
Gain on retirement of debt		(25,319	)		(5,471	)
Distributions of income from unconsolidated entities		3,800			3,217
Other, net		1,094
Change in:
Restricted cash		(1,652	)		(160	)
Accounts receivable		175			7,328
Prepaid expenses		(7,190	)		(2,833	)
Other assets		3,832			(466	)
Change in:
Accounts payable		(13,540	)		(14,014	)
Accrued interest		2,830			2,582
Accrued expenses and other		10,367			1,217
Net cash provided by operating activities		17,698			22,516
Cash flows from investing activities:
Acquisition of properties		—			(7,369	)
Development expenditures		(22,758	)		(70,409	)
Tenant improvements and leasing commissions		—			(1,576	)
Capital expenditures		(2,759	)		(4,584	)
Proceeds from sales of property, net of selling costs		32,805			6,430
Issuance of notes receivable		(249	)		(3,262	)
Repayments of notes receivable		55			4,259
Distributions from unconsolidated entities		—			17,194
Capital contributions to unconsolidated entities		(41	)		(4,517	)
Sale of securities		467			3,596
Net cash provided by (used in) investing activities		7,520			(60,238	)
Cash flows from financing activities:
Proceeds from additional borrowings		350,000			57,630
Proceeds from dividend reinvestment plan and exercise of stock options		109			491
Principal reductions of debt		(71,777	)		(73,692	)
Payment of debt issuance costs		(4,126	)		(2,418	)
Net change in revolving credit balances and overdrafts		(280,788	)		35,605
Dividends paid to common and preferred shareholders		(16,042	)		(28,233	)
Distributions to minority partners in CRLP		(2,215	)		(4,996	)
Repurchase of Preferred Series D Shares		—			(7,397	)
Net cash used in financing activities		(24,839	)		(23,010	)
Increase (decrease) in cash and cash equivalents		379			(60,732	)
Cash and cash equivalents, beginning of period		9,185			93,033
Cash and cash equivalents, end of period	$	9,564		$	32,301
Supplemental disclosure of cash flow information:
Cash paid during the period for interest, including amounts capitalized	$	19,844		$	21,233
Cash paid during the period for income taxes		—		$	4,335

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

~~The accompanying notes are an integral part of these consolidated condensed financial statements.~~ (Unaudited)

6 (in thousands)



	Nine Months Ended
	September 30,
	2013			2012
Cash flows from operating activities:
Net (loss) income	$	(27,605	)	$	159
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization	97,809			99,976
Income from partially-owned unconsolidated entities	(3,249		)	(17,360		)
(Gain) loss on sale of property	(27,262		)	392
Impairment and other losses	31,456			4,692
Distributions of income from partially-owned unconsolidated entities	359			689
Share-based compensation expense	5,869			6,594
Other, net	243			(361		)
Change in:
Restricted cash	3,076			609
Accounts receivable	6,158			4,422
Prepaid expenses	1,609			732
Other assets	2,670			2,998
Accounts payable	1,203			(3,738		)
Accrued interest	(2,118		)	3,988
Accrued expenses and other	3,356			22,941
Net cash provided by operating activities	93,574			126,733
Cash flows from investing activities:
Acquisition of properties	(88,397		)	(78,490		)
Development expenditures	(68,240		)	(72,402		)
Capital expenditures, tenant improvements and leasing commissions	(22,825		)	(22,130		)
Proceeds from sales of property, net of selling costs	320,632			10,906
Restricted cash	28,227			19,352
Repayments of notes receivable	1,724			1,874
Distributions from partially-owned unconsolidated entities	5,917			3,029
Capital contributions to partially-owned unconsolidated entities	—			(54		)
Net cash provided by (used in) investing activities	177,038			(137,915		)
Cash flows from financing activities:
Proceeds from additional borrowings	—			150,000
Proceeds from dividend reinvestment plan and exercise of stock options	6,663			5,326
Principal reductions of debt	(102,021		)	(81,868		)
Payment of debt issuance costs	—			(5,309		)
Proceeds from borrowings on revolving credit lines	425,000			515,000
Payments on revolving credit lines and overdrafts	(488,224		)	(522,153		)
Dividends paid to common shareholders	(55,802		)	(47,468		)
Distributions to noncontrolling partners in CRLP	(4,506		)	(3,867		)
Net cash (used in) provided by financing activities	(218,890		)	9,661
Increase (decrease) in cash and cash equivalents	51,722			(1,521		)
Cash and cash equivalents, beginning of period	11,674			6,452
Cash and cash equivalents, end of period	$	63,396		$	4,931

Supplemental disclosure of cash flow information:
Cash paid during the period for interest, including amounts capitalized	$	66,833		$	66,303

Supplemental disclosure of non-cash transactions:
Settlement of UCO litigation - transfer of residential lots	$	5,925		$	—
Change in accrual of construction expenses and capital expenditures	$	(5,485	)	$	2,786

~~COLONIAL~~The ~~PROPERTIES~~accompanying ~~TRUST NOTES~~notes ~~TO CONSOLIDATED~~are ~~CONDENSED~~an ~~FINANCIAL~~integral ~~STATEMENTS March 31,~~part ~~2009 (Unaudited)~~ of these consolidated financial statements.

~~The~~ consolidated condensed financial statements of Colonial Properties Trust have been prepared pursuant to the Securities and Exchange Commission (“SEC”) rules and regulations. The following notes, which represent interim disclosures as required by the SEC, highlight significant changes to the notes included in the December 31, 2008 audited consolidated financial statements of Colonial Properties Trust and should be read together with the consolidated financial statements and notes thereto included in the Colonial Properties Trust 2008 Annual Report on Form 10-K. 5

~~Note~~Table 1of ~~— Organization and Business~~ Contents

AsCOLONIAL ~~used~~REALTY ~~herein,~~LIMITED “the Company” means Colonial Properties Trust, an Alabama real estate investment trust (“REIT”) and one or more of its subsidiaries and other affiliates, including Colonial Realty Limited Partnership, a Delaware limited partnership (“CRLP”), Colonial Properties Services, Inc. (“CPSI”), Colonial Properties Services Limited Partnership (“CPSLP”) and CLNL Acquisition Sub, LLC (“CLNL”). The Company was originally formed as a Maryland REIT on July 9, 1993 and reorganized as an Alabama REIT under a new Alabama REIT statute on August 21, 1995. The Company is a multifamily-focused self-administered and self-managed equity REIT, which means that it is engaged in the acquisition, development, ownership, management and leasing of multifamily apartment communities and other commercial real estate properties. The Company’s activities include full or partial ownership and operation of a portfolio of 192 properties as of March 31, 2009, consisting of multifamily and commercial properties located in Alabama, Arizona, Florida, Georgia, Nevada, North Carolina, South Carolina, Tennessee, Texas and Virginia. As of March 31, 2009, including properties in lease-up, the Company owns interests in 117 multifamily apartment communities (including 104 wholly-owned consolidated properties and 13 properties partially-owned through unconsolidated joint venture entities), and 75 commercial properties, consisting of 48 office properties (including 3 wholly-owned consolidated properties and 45 properties partially-owned through unconsolidated joint venture entities) and 27 retail properties (including five wholly-owned consolidated properties and 22 properties partially-owned through unconsolidated joint venture entities). PARTNERSHIP

~~Note~~CONSOLIDATED 2STATEMENTS —OF ~~Summary of Significant Accounting Policies~~ EQUITY

~~Basis of Presentation~~ (Unaudited)

~~The Company owns substantially all of its assets and conducts all of its operations through CRLP. The Company is the sole general partner of CRLP and owned an approximate 84.6% interest~~ (in ~~CRLP~~ at March 31, 2009. Due to the Company’s ability as general partner to control CRLP and various other subsidiaries, each such entity has been consolidated for financial reporting purposes. Since CRLP is also required to file periodic reports with the SEC under the Securities and Exchange Act of 1934, as amended, the financial statements of CRLP and its subsidiaries are also presented separately in this joint filing by the Company and CRLP on Form 10-Q. The Company allocates income to the noncontrolling interest in CRLP based on the weighted average noncontrolling ownership percentage for the periods presented in the Consolidated Condensed Statements of Income. thousands)

The Company also consolidates other entities in which it has a controlling interest or entities where it is determined to be the primary beneficiary under Financial Accounting Standards Board (“FASB”) Interpretation No. 46R (“FIN 46R”), “Consolidation of Variable Interest Entities.” Under FIN 46R, variable interest entities (“VIEs”) are generally entities that lack sufficient equity to finance their activities without additional financial support from other parties or whose equity holders lack adequate decision-making ability. The primary beneficiary is required to consolidate the VIE for financial reporting purposes. Additionally, Emerging Issues Task Force (“EITF”) Issue No. 04-5, “Determining Whether a General Partner, or the General Partner as a Group, Controls a Limited Partnership or Similar Entity When the Limited Partners Have Certain Rights” provides guidance in determining whether a general partner controls and, therefore, should consolidate a limited partnership. The application of FIN 46R and EITF No. 04-5 requires management to make significant estimates and judgments about the Company’s and its other partners’ rights, obligations and economic interests in such entities. Where the Company has less than a controlling financial interest in an entity or the Company is not the primary beneficiary of the entity under FIN 46R, the entity is accounted for on the equity method of accounting. Accordingly, the Company’s share of the net earnings or losses of such unconsolidated entities is included in consolidated net income. A description of the Company’s investments accounted for using the equity method of accounting is included in Note 11.



	General Partner Common Equity			Limited Partners’ Noncontrolling Interest			Accumulated Other Comprehensive Loss			Total			Redeemable Common Units
For the nine months ended September 30, 2013 and 2012
Balance, December 31, 2011	$	1,224,947		$	728		$	(16,906	)	$	1,208,769		$	159,582
Net income (loss)	(192		)	29						(163		)	322
Reclassification adjustment for amounts included in net income (loss)							4,868			4,868			395
Changes in fair value of qualifying hedges							(14,554		)	(14,554		)	(1,182		)
Distributions to common unitholders	(47,468		)							(47,468		)	(3,867		)
Change in interest of limited partners				(57		)				(57		)
Contributions from partners and the Company related to employee stock purchase, dividend reinvestment plans	12,064									12,064
Redemption of partnership units for shares	359									359			(359		)
Change in redeemable noncontrolling interest	(5,202		)							(5,202		)	5,202
Balance, September 30, 2012	$	1,184,508		$	700		$	(26,592	)	$	1,158,616		$	160,093

Balance, December 31, 2012	$	1,174,321		$	695		$	(25,012	)	$	1,150,004		$	162,056
Net income (loss)	(26,042		)	539						(25,503		)	(2,102		)
Reclassification adjustment for amounts included in net income (loss)							5,427			5,427			438
Changes in fair value of qualifying hedges							4,406			4,406			356
Distributions to common unitholders	(55,802		)							(55,802		)	(4,506		)
Change in interest of limited partners				(1,234		)				(1,234		)
Contributions from partners and the Company related to employee stock purchase and dividend reinvestment plans	12,731									12,731
Redemption of partnership units for shares	22									22			(22		)
Change in redeemable noncontrolling interest	(12,337		)							(12,337		)	12,337
Balance, September 30, 2013	$	1,092,893		$	—		$	(15,179	)	$	1,077,714		$	168,557

7 The accompanying notes are an integral part of these consolidated financial statements.

~~Table~~ ~~of Contents~~6

~~All~~Table ~~significant~~of ~~intercompany accounts and transactions have been eliminated in consolidation.~~ Contents

~~The~~COLONIAL ~~Company~~REALTY ~~recognizes~~LIMITED noncontrolling interest in its Consolidated Condensed Balance Sheets for partially-owned entities that the Company consolidates. The noncontrolling partners’ share of current operations is reflected in noncontrolling interest of limited partners in the Consolidated Condensed Statements of Income. PARTNERSHIP

~~Reclassification~~ NOTES TO

~~Certain~~CONSOLIDATED ~~prior~~CONDENSED ~~year~~FINANCIAL ~~numbers have been reclassified to conform to current year presentation.~~ STATEMENTS

~~Federal~~September 30, ~~Income Tax Status~~ 2013

The Company, which is considered a corporation for federal income tax purposes, qualifies as a REIT and generally will not be subject to federal income tax to the extent it distributes its REIT taxable income to its shareholders. REITs are subject to a number of organizational and operational requirements. If the Company fails to qualify as a REIT in any taxable year, the Company will be subject to federal income tax on its taxable income at regular corporate rates. The Company may also be subject to certain federal, state and local taxes on its income and property and to federal income and excise taxes on its undistributed income even if it does qualify as a REIT. For example, the Company will be subject to income tax to the extent it distributes less than 100% of its REIT taxable income (~~including capital gains~~Unaudited) ~~and the Company has certain gains that, if recognized, will be subject to corporate tax because it acquired the assets in tax-free acquisitions of non-REIT corporations.~~

The ~~Company’s~~ consolidated condensed financial statements ~~include the operations~~ of aColonial ~~taxable~~Realty ~~REIT subsidiary,~~Limited ~~CPSI,~~Partnership ~~which~~("CRLP") ishave ~~not~~been ~~entitled~~prepared topursuant ~~a dividends paid deduction and is subject~~ to ~~federal, state and local income taxes. CPSI uses~~ the ~~liability~~Securities ~~method of accounting for income taxes. Deferred income tax assets~~ and ~~liabilities~~Exchange ~~result~~Commission ~~from~~(“SEC”) ~~temporary~~rules ~~differences. Temporary differences are differences between tax bases of assets~~ and ~~liabilities and their reported amounts in the financial statements that will result in taxable or deductible amounts in future periods~~regulations. ~~CPSI~~ ~~provides~~The ~~property~~following ~~development~~notes, ~~construction~~which ~~services,~~represent ~~leasing~~interim ~~and~~disclosures ~~management~~as ~~services~~required ~~for joint-venture~~by ~~and third-party owned properties and administrative services to~~ the ~~Company~~SEC, ~~and engages~~highlight insignificant ~~for-sale~~changes ~~development and condominium conversion activity. The Company generally reimburses CPSI for payroll and other costs incurred in providing services~~ to the ~~Company.~~notes ~~All inter-company~~included ~~transactions are eliminated~~ in the ~~accompanying consolidated condensed financial statements. CPSI’s consolidated provision for income taxes was $0 and $0.6~~December ~~million for the three months ended March~~ 31, ~~2009~~2012 ~~and~~audited ~~2008,~~consolidated ~~respectively.~~financial ~~CPSI’s~~statements ~~effective~~of ~~income~~CRLP ~~tax~~and ~~rate~~should ~~was~~be 0%read ~~and 38.1%~~together ~~for~~with the ~~three~~consolidated ~~months~~financial ~~ended~~statements ~~March 31, 2009~~ and ~~2008,~~notes ~~respectively.~~thereto Asincluded ofin ~~March 31, 2009,~~ the ~~Company~~ ~~had~~Colonial aRealty ~~net~~Limited ~~deferred~~Partnership ~~tax~~2012 ~~asset,~~Annual ~~after~~Report ~~valuation~~on ~~allowance,~~Form ~~of approximately $3.0 million, which resulted primarily from the 2007 and 2008 impairment charges related to the Company’s for~~10-~~sale residential properties~~K. The Company has assessed the recoverability of this asset and believes that, as of March 31, 2009, recovery is more likely than not based upon future taxable income and the ability to carry back taxable losses to prior periods.

~~Tax~~Effective ~~years~~October ~~2005~~1, ~~through~~2013, ~~2007~~pursuant ~~are~~to ~~subject~~the toAgreement ~~examination~~and byPlan of Merger, dated as of June 3, 2013, an indirect, wholly-owned subsidiary of Mid-America Apartments, L.P., (“MAA LP”), the ~~federal~~operating partnership of Mid-America Apartment Communities, Inc. (“MAA”), merged with and ~~state~~into ~~taxing authorities~~CRLP, with CRLP surviving the merger (the “Partnership Merger”) and, immediately following the Partnership Merger, Colonial Properties Trust, an Alabama real estate investment trust (the “Trust”) merged with and into MAA, with MAA surviving the merger (the “Parent Merger” and together with the Partnership Merger, the “Mergers”). See ~~There~~Note ~~are~~14 no- ~~income~~"Merger ~~tax~~with ~~examinations~~MAA" ~~currently~~for additional details. All other footnotes contained in ~~process~~this Form 10-Q have been prepared as of September 30, 2013.

~~The~~Note ~~Company~~1 ~~may~~— ~~from~~Organization ~~time to time be assessed interest or penalties by major tax jurisdictions, although any such assessments historically have been minimal~~ and ~~immaterial to the Company’s financial results. When the Company has received an assessment for interest and/or penalties, it has been classified in the financial statements as income tax expense.~~ Business

OnCRLP ~~February 17,~~is ~~2009, President Obama signed into law~~ the ~~American~~operating ~~Recovery~~partnership ~~and Reinvestment Act~~ of ~~2009 (~~the ~~“Act”).~~Trust, ~~Section 1231~~whose ofshares ~~the~~are ~~Act~~traded ~~allows~~on ~~some~~the ~~business~~New ~~taxpayers~~York toStock ~~elect~~Exchange. toAs ~~defer cancellation~~used ofherein, ~~indebtedness~~"Colonial" ~~income~~means ~~when~~CRLP, ~~the~~together ~~taxpayer~~with ~~repurchases~~its ~~applicable~~consolidated ~~debt instruments after December 31~~subsidiaries, ~~2008~~including ~~and~~Colonial ~~before~~Properties ~~January 1~~Services, ~~2011~~Inc. ~~Under the Act, the cancellation of indebtedness income would be deferred for five years~~ (~~until 2014~~“CPSI”), and ~~the~~Colonial ~~cancellation~~Properties ofServices ~~indebtedness~~Limited ~~income in~~Partnership ~~2010 would be deferred for four years~~ (~~until 2014~~“CPSLP”)~~, subject in both cases to acceleration events~~. As ~~After~~of ~~the~~September ~~deferral~~30, ~~period~~2013, ~~20% of~~ the ~~cancellation~~Trust ofwas ~~indebtedness~~the ~~income~~sole ~~would~~general ~~be included~~partner ~~in taxpayer’s gross income in each~~ of, ~~the~~and, ~~next~~owned ~~five~~a ~~taxable years~~92.6% ~~The~~limited ~~deferral~~partner isinterest ~~an irrevocable~~in ~~election~~CRLP, ~~made~~and onis ~~the~~vested ~~taxpayer’s~~with ~~income~~managerial ~~tax~~control ~~return~~and ~~for~~authority ~~the~~over ~~taxable year of~~ the ~~reacquisition.~~ ~~The~~business ~~Company is currently evaluating whether it qualifies for,~~ and ifaffairs ~~so,~~of ~~whether it will make this election with regard to debt repurchased in 2009~~CRLP.

8 Colonial's activities include full or partial ownership and operation of a portfolio of 122 properties, consisting of multifamily and commercial properties located in 11 states (Alabama, Arizona, Florida, Georgia, Louisiana, Nevada, North Carolina, South Carolina, Tennessee, Texas and Virginia).

~~Table~~As of ~~Contents~~September 30, 2013, Colonial owned or maintained a partial ownership in:

Use of Estimates



						Total
	Consolidated	Units/Sq.	Unconsolidated	Units/Sq.	Total	Units/Sq.
	Properties	Feet ₍₁₎	Properties	Feet ₍₁₎	Properties	Feet ₍₁₎
Multifamily apartment communities	115	34,370	1	288	116	34,658
Commercial properties	4	806,000	2	178,000	6	984,000

______________________________

~~The preparation of consolidated condensed financial statements in conformity with accounting principles generally accepted in the United States~~ (~~“GAAP”~~1) ~~requires~~Units ~~management~~refer to ~~make~~multifamily ~~estimates and~~apartment ~~assumptions~~units. ~~that~~Square ~~affect~~feet ~~the~~refers ~~reported~~to ~~amounts~~commercial ofspace ~~assets~~ and ~~liabilities~~excludes ~~and~~spaced ~~disclosure~~owned ~~of contingent~~by ~~assets~~anchor ~~and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods~~tenants. ~~Actual results could differ from those estimates.~~

~~Unaudited~~Note ~~Interim~~2 ~~Statements~~ — Summary of Significant Accounting Policies

The consolidated ~~condensed~~ financial statements asinclude CRLP, and all of its consolidated subsidiaries, including CPSI and ~~for~~CPSLP. CPSI is a taxable REIT subsidiary of the ~~three~~Trust ~~months~~that ~~ended~~is ~~March 31, 2009~~not ~~and~~entitled ~~2008~~to a dividends paid deduction and ~~related~~is ~~footnote~~subject ~~disclosures~~to ~~are~~federal, ~~unaudited~~state and local income taxes. CPSI Inprovides ~~the~~property ~~opinion~~development, ofleasing and management, ~~such financial~~services ~~statements~~for ~~reflect~~third-party ~~all~~owned ~~adjustments~~properties ~~necessary~~and administrative services to CRLP. CRLP generally reimburses CPSI for apayroll ~~fair~~and ~~statement~~other ofcosts ~~the~~incurred ~~results~~in ofproviding services to CRLP. All inter-company transactions are eliminated in the ~~interim~~ ~~periods~~accompanying consolidated financial statements.

~~Revenue~~Entities ~~Recognition~~ in which CRLP owns, directly or indirectly, a fifty percent or less interest and does not control are reflected in the consolidated financial statements as investments accounted for under the equity method. Under this method, the investment is carried at cost plus or minus equity in undistributed earnings or losses since the date of acquisition. For those entities in which CRLP owns less than 100% of the equity interest, CRLP consolidates the entity if CRLP has the direct or indirect ability to make major decisions about the entities' activities based on the terms of the respective joint venture agreements which specify the sharing of participating and protective rights such as decisions regarding major leases, encumbering the entities with debt and whether to dispose of entities. CRLP also consolidates certain partially-owned entities and other subsidiaries if CRLP owns less than 100% of the equity interest and is deemed to be the primary beneficiary. CRLP eliminates in consolidation revenues and expenses associated with its percentage interest in unconsolidated subsidiaries.

~~Sales~~ and the associated gains or losses on real estate assets, condominium conversion projects and for-sale residential projects are recognized in accordance with the provisions of SFAS No. 66, Accounting for Sales of Real Estate (“SFAS No. 66”). For condominium conversion and for-sale residential projects, sales and the associated gains for individual condominium units are recognized upon the closing of the sale transactions, as all conditions for full profit recognition have been met (“Completed Contract Method”). Under SFAS No. 66, the Company uses the relative sales value method to allocate costs and recognize profits from condominium conversion and for-sale residential sales. 7

~~Estimated~~Table ~~future warranty costs on condominium conversion and for-sale residential sales are charged to cost~~ of sales in the period when the revenues from such sales are recognized. Such estimated warranty costs are approximately 0.5% of total revenue. As necessary, additional warranty costs are charged to costs of sales based on management’s estimate of the costs to remediate existing claims. Contents

~~Revenue~~CRLP ~~from~~recognizes ~~construction~~minority ~~contracts~~interest isin ~~recognized~~its onConsolidated ~~the~~Balance ~~percentage-of-completion~~Sheets ~~method, measured~~for bypartially-owned ~~the~~entities ~~percentage~~that ofCRLP ~~costs incurred to date to estimated total costs~~consolidates. ~~Provisions~~The ~~for estimated~~minority ~~losses~~partners' onshare ~~uncompleted~~of ~~contracts~~current ~~are~~operations ~~made~~is inreflected ~~the period~~ in ~~which~~minority ~~such~~interest ~~losses~~of ~~are determined.~~limited ~~Adjustments~~partners ~~to estimated profits on contracts are recognized~~ in the ~~period~~Consolidated inStatements ~~which such~~of ~~adjustments~~Operations ~~become~~and ~~known~~Comprehensive Income (Loss).

~~Other~~Pursuant ~~income~~to ~~received~~CRLP's ~~from~~Third ~~long-term~~Amended ~~contracts~~and ~~signed~~Restated inAgreement ~~the~~of ~~normal~~Limited ~~course~~Partnership, ofas ~~business~~amended, ~~including~~ ~~property~~each ~~management~~time ~~and~~the ~~development~~Trust ~~fee~~issues ~~income~~shares, it iscontributes ~~recognized~~to ~~when~~CRLP ~~earned~~any ~~for~~net ~~services provided~~proceeds raised in connection with the issuance and CRLP issues an equivalent number of units to ~~third~~the ~~parties~~Trust. Similarly, ~~including~~whenever ~~joint~~the ~~ventures~~Trust inpurchases ~~which~~or ~~the~~redeems ~~Company~~its ~~owns~~preferred aand ~~noncontrolling interest~~common shares, CRLP purchases, redeems or cancels an equivalent number of its units.

~~The~~Unaudited ~~Company,~~Interim asConsolidated ~~lessor,~~Condensed ~~retains~~Financial substantially all the risks and benefits of property ownership and accounts for its leases as operating leases. Rental income attributable to leases is recognized on a straight-line basis over the terms of the leases. Certain leases contain provisions for additional rent based on a percentage of tenant sales. Percentage rents are recognized in the period in which sales thresholds are met. Recoveries from tenants for taxes, insurance and other property operating expenses are recognized in the period the applicable costs are incurred in accordance with the terms of the related lease. Statements

~~Impairment~~ The accompanying unaudited interim consolidated condensed financial statements of CRLP have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information, including rules and regulations of the SEC. Accordingly, the interim financial statements do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine months ended September 30, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013. The Consolidated Condensed Balance Sheets at December 31, 2012 of CRLP have been derived from the respective audited financial statements at that date, but do not include all of the information and footnotes required by U.S. GAAP for complete financial statements.

~~Management~~Notes evaluates the recoverability of its investment in real estate assets in accordance with Statement of Financial Accounting Standards No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (“SFAS No. 144”). This statement requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that recoverability of the asset is not assured. Receivable

~~The~~Notes ~~Company~~receivable consists primarily of promissory notes representing loans by CRLP to third parties. CRLP records notes receivable at cost. CRLP evaluates the ~~recoverability~~collectability of both interest and principal for each of its ~~investments~~notes into ~~real~~determine ~~estate~~whether ~~assets~~they ~~held~~are ~~for~~impaired. ~~use continuously~~A ~~and~~note ~~records~~is anconsidered ~~impairment~~to ~~charge~~be impaired when, ~~there~~based on current information and events, it is anprobable ~~indicator~~that ofCRLP ~~impairment~~will ~~and~~be ~~the undiscounted~~unable ~~projected~~to ~~cash~~collect ~~flows~~all ~~are~~amounts ~~less~~due ~~than~~according to the ~~carrying~~existing ~~amount~~contractual ~~for~~terms. When a ~~particular~~note ~~asset.~~is ~~These estimates~~considered to be impaired, the amount of ~~cash~~the ~~flows~~allowance ~~are~~is ~~significantly~~calculated ~~impacted~~by comparing the recorded investment to either the value determined by ~~estimates~~discounting ofthe ~~sales~~expected ~~price,~~future ~~selling~~cash ~~velocity, sales~~flows ~~incentives,~~at ~~construction~~the ~~costs~~note’s ~~and~~effective ~~other~~interest ~~factors.~~rate ~~Due~~or to ~~uncertainties~~the invalue of the ~~estimation process~~collateral if the note is collateral-dependent. As of September 30, ~~actual~~2013, ~~results~~CRLP ~~could~~did ~~differ~~not ~~from~~have ~~such~~any ~~estimates~~impaired notes receivable.

9 As of September 30, 2013, CRLP had notes receivable of $40.7 million consisting primarily of:

~~Table~~• $23.9 million outstanding on the construction note, which is secured by the property, for the Colonial Promenade Smyrna joint venture, which CRLP acquired from the lender in May 2010. On January 31, 2012, CRLP and the joint venture amended the note and related loan documents to extend the maturity date to December 2012, fix the annual interest rate at 5.25%, provide for two additional one-year extension options and reduce the joint venture partner's guarantee to $1.3 million. In December 2012, the joint venture opted to extend the maturity date to December 2013 with a fixed interest rate of ~~Contents~~5.38%, and

~~Assets~~• ~~that~~$15.8 ~~are~~million ~~classified~~outstanding ason ~~held~~a seller-~~for-sale~~financing ~~are~~note ~~recorded~~with ata ~~the~~five-year ~~lower~~term ofat ~~their~~an ~~carrying~~annual ~~amount or~~interest ~~fair~~rate ~~value~~of ~~less cost to sell~~5.60% ~~Management~~associated ~~evaluates~~with the ~~fair~~disposition ~~value~~of ~~less~~Colonial ~~cost~~Promenade toat ~~sell~~Fultondale ~~continuously and~~in ~~records~~February ~~impairment charges when required~~2009. ~~An asset is generally classified as held-for-sale once management commits to a plan to sell the particular asset and has initiated an active program to market the asset for sale.~~

~~Investment~~CRLP had accrued interest related to its outstanding notes receivable of $0.3 million as of September 30, 2013 and ~~Development~~ December 31, 2012, respectively. As of September 30, 2013 and December 31, 2012, CRLP had no reserve recorded against its outstanding notes receivable. The weighted average interest rate on the notes receivable outstanding at September 30, 2013 and December 31, 2012 was approximately 5.5%. Interest income is recognized on an accrual basis.

~~Investment~~Fair ~~and~~Value development expenses consist primarily of costs related to abandoned pursuits. The Company incurs costs prior to land acquisition including contract deposits, as well as legal, engineering and other external professional fees related to evaluating the feasibility of such developments. If the Company determines that it is probable that it will not develop a particular project, any related pre-development costs previously incurred are immediately expensed. The Company recorded $0.2 million and $0.8 million in investment and development expenses during the three months ended March 31, 2009 and 2008, respectively. Measures

~~Notes~~CRLP ~~Receivable~~ applies the Financial Accounting Standards Board's ("FASB") Accounting Standards Codification ("ASC") 820, Fair Value Measurements and Disclosures, which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in a transaction between willing market participants. Additional disclosures focusing on the methods used to determine fair value are also required using the following hierarchy:

~~Notes~~• ~~receivable~~Level ~~consists~~1 ~~primarily~~— ofQuoted ~~promissory~~prices ~~notes~~in ~~issued~~active bymarkets ~~third parties. The Company records notes receivable at cost. The Company evaluates the collectability of both interest and principal~~ for ~~each~~identical ofassets ~~its~~or ~~notes~~liabilities ~~to determine whether it is impaired. A note is considered to be impaired when, based on current information and events, it is probable~~ that ~~the~~are ~~Company~~accessible will be unable to collect all amounts due according to the existing contractual terms. When a note is considered to be impaired, the amount of the allowance is calculated by comparing the recorded investment to either the value determined by discounting the expected future cash flows at the ~~note’s~~ ~~effective~~measurement ~~interest rate or to the value of the collateral if the note is collateral dependent~~date.

~~Note~~• ~~receivable~~Level ~~activity~~2 ~~for~~— ~~the~~Inputs ~~three~~other ~~months~~than ~~ended~~quoted ~~March 31,~~prices ~~2009~~that ~~consisted~~are ~~primarily~~observable offor the ~~following:~~ onasset ~~February 2,~~or ~~2009~~liability, ~~the~~either ~~Company~~directly ~~disposed~~or ~~of Colonial Promenade at Fultondale for approximately $30~~indirectly.~~7 million, which included $16.9 million of seller-financing for a term of five years at an interest rate of 5.6% (see Note 5).~~

~~The~~• ~~Company~~Level ~~had~~3 ~~recorded~~— ~~accrued~~Unobservable ~~interest~~inputs ~~related~~for ~~to its outstanding notes receivable of $0.1 million as of March 31, 2009 and December 31, 2008. As of March 31, 2009,~~ the ~~Company~~assets ~~had~~or ~~a $1~~liability.5 million reserve recorded against its outstanding notes receivable and accrued interest. The weighted average interest rate on the notes receivable is approximately 5.7% and 5.9% per annum as of March 31, 2009 and December 31, 2008, respectively. Interest income is recognized on an accrual basis.

~~Assets~~ ~~and Liabilities Measured at Fair Value~~ 8

OnTable ~~January 1, 2008, the Company adopted Statement~~ of Financial Accounting Standards No. 157, Fair Value Measurements (“SFAS No. 157”) for financial assets and liabilities. On January 1, 2009, the Company adopted the requirements of SFAS No. 157 for its non-financial assets and liabilities. The adoption of SFAS No. 157 for non-financial assets and liabilities on January 1, 2009 did not have a material impact on the Company’s consolidated financial statements. SFAS No. 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. SFAS No. 157 applies to reported balances that are required or permitted to be measured at fair value under existing accounting pronouncements; accordingly, the standard does not require any new fair value measurements of reported balances. Contents

~~SFAS~~CRLP ~~No. 157~~applies ~~emphasizes~~ASC ~~that~~820 ~~fair~~in ~~value~~relation isto athe ~~market-based~~valuation ~~measurement,~~of ~~not~~real anestate ~~entity-specific measurement.~~assets ~~Therefore,~~recorded aat fair value, ~~measurement~~to ~~should~~its beimpairment ~~determined~~valuation ~~based~~analysis onof ~~the~~real ~~assumptions that~~estate ~~market~~assets ~~participants~~(see ~~would~~Note ~~use~~3 in- ~~pricing~~"Real anEstate ~~asset~~Activity"), orto ~~liability.~~its Asdisclosure aof ~~basis~~the ~~for~~fair ~~considering market~~value ~~participant~~of ~~assumptions~~financial ininstruments, ~~fair~~which ~~value~~principally ~~measurements~~consists of indebtedness (see Note 10 - "Financing Activities"), ~~SFAS~~to ~~No. 157~~its ~~establishes~~disclosure aof fair value ~~hierarchy~~ ~~that~~of ~~distinguishes~~derivative ~~between~~financial ~~market~~instruments ~~participant~~(see ~~assumptions~~Note ~~based~~11 on- ~~market~~"Derivatives ~~data~~and ~~obtained from~~Hedging") ~~sources~~and ~~independent~~to ofnotes ~~the~~receivable ~~reporting~~(see ~~entity~~below). ~~(observable~~The ~~inputs~~following ~~that~~table ~~are~~presents ~~classified~~CRLP ~~within Levels~~'s 1real estate assets (non-recurring measures) and 2derivative offinancial ~~the~~instruments ~~hierarchy~~(recurring measures) reported at fair market value and the ~~reporting~~related ~~entity’s~~level ~~own~~in ~~assumptions~~the ~~about~~fair ~~market participant~~value ~~assumptions~~hierarchy ~~(unobservable~~as ~~inputs~~defined ~~classified~~by ~~within~~ASC ~~Level~~820 3used ofto ~~the~~measure ~~hierarchy).~~ those assets, liabilities and disclosures:

Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, which are typically based on an entity’s own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from



	Fair value measurements as of
($ in thousands)	September 30, 2013
Assets (Liabilities)	Total			Level 1		Level 2			Level 3
Real estate assets	$	37,272		$	—	$	—		$	37,272
Derivative financial instruments	$	(15,595	)	$	—	$	(15,595	)	$	—

10 Real estate assets

~~Table~~Real estate assets were valued using sales activity for similar assets, current contracts and using inputs management believes are consistent with those that market participants would use. Because real estate assets were valued using unobservable inputs, these fair value measures are considered Level 3 in the fair value hierarchy. The fair values of ~~Contents~~these assets are determined using widely accepted valuation techniques, including (i) discounted cash flow analysis, which considers, among other things, stabilized net operating income, cost structure and discount rates and (ii) comparable sales activity, including current offers. The valuation technique and related inputs vary with the specific facts and circumstances of each project.

~~different~~Derivative ~~levels~~financial of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. instruments

~~New~~Currently, ~~Accounting~~CRLP ~~Pronouncements~~ uses interest rate swaps to manage its interest rate risk. The valuation of these instruments is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves. The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves.

InTo ~~September 2006,~~comply ~~the~~with ~~FASB issued SFAS No. 157, Fair Value Measurement, as discussed above. SFAS No. 157 is effective for~~ the ~~Company’s~~provisions ~~financial~~of ~~assets~~ASC ~~and liabilities on January 1~~820, ~~2008. In~~CRLP ~~February 2008,~~incorporates ~~the~~credit ~~FASB~~valuation ~~reached~~adjustments ~~a conclusion~~ to ~~amend~~appropriately ~~SFAS~~reflect ~~No. 157~~both toits ~~exclude~~own ~~SFAS~~nonperformance ~~No. 13 Accounting~~risk ~~for Leases~~ and ~~its related interpretive accounting pronouncements. The Company adopted~~ the ~~deferral~~respective ~~provisions~~counterparty's ofnonperformance ~~FASB~~risk ~~Staff~~in ~~Position, or FSP, SFAS No. 157-2, “Effective Date of FASB Statement No. 157,” which delays~~ the ~~effective date of SFAS No. 157 for all nonrecurring~~ fair value ~~measurements~~ ~~of non-financial assets and liabilities until fiscal years beginning after November 15, 2008~~measurements. ~~The~~In ~~Company~~adjusting ~~also adopted FSP SFAS No. 157-3, “Determining~~ the ~~Fair~~fair ~~Value~~value of aits ~~Financial Asset~~derivative ~~When~~contracts ~~the Market~~ for ~~That~~the ~~Asset~~effect ~~is Not Active.” Adoption~~ of ~~these~~nonperformance ~~FSPs did not have a material impact on the Company’s consolidated financial statements. In April 2009~~risk, ~~the FASB issued FSP FAS 157-4~~CRLP, ~~Determining~~in ~~Fair~~conjunction ~~Value~~with ~~When~~ the ~~Volume~~FASB's ~~and~~fair ~~Level~~value ofmeasurement ~~Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That are Not Orderly (“FSP FAS 157-4”). FSP FAS 157-4 provides additional~~ guidance, ~~for~~made ~~estimating~~an ~~fair~~accounting ~~value~~policy inelection ~~accordance~~to ~~with~~measure ~~SFAS No. 157 when~~ the ~~volume~~credit ~~and~~risk ~~level~~ of ~~activity~~its ~~for~~derivative ~~both~~ financial ~~and~~instruments ~~nonfinancial~~that ~~assets~~are ~~and~~subject ~~liabilities have~~to ~~significantly~~master ~~decreased.~~netting ~~FSP~~agreements ~~FAS~~on ~~157-4 is effective for fiscal years and interim periods beginning after July 1, 2009 and shall be applied prospectively. The Company does not expect the adoption of FSP FAS 157-4 to have~~ a ~~material~~net ~~impact~~basis onby ~~its~~counterparty ~~consolidated financial statements~~portfolio.

InAlthough ~~December 2007,~~CRLP ~~the~~has ~~FASB~~determined ~~issued~~that ~~SFAS~~the ~~No. 160,~~majority ~~Noncontrolling Interests in Consolidated Financial Statements — an amendment~~ of ~~ARB~~the ~~No. 51~~inputs ~~(“SFAS~~used ~~No. 160”). SFAS No. 160 amends Accounting Research Bulletin 51~~ to ~~establish~~value ~~accounting~~its ~~and~~derivatives ~~reporting~~fall ~~standards~~within ~~for~~Level ~~the~~2 ~~noncontrolling interest in a subsidiary and for the deconsolidation~~ of ~~a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in~~ the ~~consolidated~~fair ~~entity~~value ~~that should~~hierarchy, ~~be reported as equity in~~ the ~~consolidated~~credit ~~financial~~valuation ~~statements~~adjustments ~~under~~associated ~~certain~~with ~~circumstances. SFAS~~its ~~No. 160~~derivatives ~~requires~~utilize ~~consolidated~~Level ~~net~~3 ~~income to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest. SFAS No. 160 also requires disclosure~~inputs, onsuch ~~the~~as ~~face~~estimates of ~~the~~current ~~consolidated~~credit ~~statement~~spreads ofto ~~income,~~evaluate of the ~~amounts~~likelihood of ~~consolidated~~default ~~net income~~by ~~attributable~~itself ~~to the parent~~ and toits ~~the noncontrolling interest~~counterparties. ~~The~~However, ~~provisions~~as of ~~SFAS No. 160 became effective for fiscal years beginning after November~~September 1530, ~~2008~~2013, ~~including~~CRLP ~~interim~~has ~~periods beginning~~assessed ~~January 1, 2009. Based on~~ the ~~Company’s~~significance ~~evaluation~~ of ~~SFAS No. 160,~~ the ~~Company~~impact has concluded that it will continue to classify its noncontrolling interest related to CRLP common units held by limited partners as “temporary equity” in its consolidated balance sheet. As discussed in Note 9, these common units redeemable for either common shares of the ~~Company~~credit ~~or,~~valuation ~~at the~~adjustments ~~option~~on of the ~~Company,~~overall ~~cash~~valuation ~~equal to the fair market value~~ of aits ~~common~~derivative ~~share~~positions atand ~~the time of redemption. The Company~~ has ~~classified~~determined ~~these common units of CRLP as temporary equity. This is primarily due to the fact~~ that the ~~Company~~credit ~~has~~valuation ~~provided~~adjustments ~~registration~~are ~~rights~~not tosignificant ~~its common unitholders, which effectively require the Company~~ to ~~provide~~ the ~~ability~~overall tovaluation ~~resell~~of ~~exchanged shares~~its ~~when presented by the exchanging unitholders~~derivatives. As ~~the~~a ~~ability to effectively issue marketable shares under the provision of the Registration Rights Agreement is outside of the exclusive control of the Company~~result, ~~the~~CRLP ~~Company~~ has ~~concluded~~determined that itits ~~does~~derivative ~~not~~valuations ~~meet the requirements for permanent equity classification under the provisions of EITF 00-19, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled~~ in, atheir ~~Company’s~~entirety ~~Own Stock. All other noncontrolling interests~~ are classified ~~as equity~~ in ~~the~~Level ~~accompanying~~2 ~~consolidated condensed balance sheets. The adoption~~ of ~~SFAS No. 160 did not have a material impact on~~ the ~~Company’s consolidated~~fair ~~financial~~value ~~statements~~hierarchy.

In December 2007, the FASB issued SFAS No. 141(R), Business Combinations (“SFAS No. 141(R)”), which changes how business acquisitions are accounted for and will impact financial statements both on the acquisition date and in subsequent periods. SFAS No. 141(R) requires the acquiring entity in a business combination to recognize all (and only) the assets acquired and liabilities assumed in the transaction and establishes the acquisition-date fair value as the measurement objective for all assets acquired and liabilities assumed in a business combination. Certain provisions of this standard will, among other things, impact the determination of acquisition-date fair value of consideration paid in a business combination (including contingent consideration); exclude transaction costs from acquisition accounting; and change accounting practices for acquired contingencies, acquisition-related restructuring costs, and tax benefits. This Statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The adoption of SFAS No. 141(R) did not have a material impact on the Company’s consolidated financial statements. In April 2009, the FASB issued FSP FAS 141 (R)-1, Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies (“FSP FAS 141 (R)-1”). FSP FAS 141 (R)-1 provides additional guidance on initial recognition and measurement, subsequent measurement and accounting, and disclosure of assets and liabilities arising from contingencies in a business Indebtedness

11 At September 30, 2013, the estimated fair value of fixed rate debt was approximately $1.57 billion (carrying value of $1.53 billion) and the estimated fair value of CRLP’s variable rate debt, including CRLP’s unsecured credit facility, is consistent with the carrying value of $147.2 million (the "Credit Facility," see Note 10 — Financing Activities - Unsecured Revolving Credit Facility). CRLP has determined that the fair value of its fixed and variable rate debt is classified as Level 2 of the fair value hierarchy.

~~Table~~ ~~of Contents~~9

~~combination.~~Table ~~FSP FAS 141 (R)-1 is effective for fiscal years and interim periods beginning after December 15, 2008. The Company does not expect the adoption~~ of ~~FSP FAS 141 (R)-1 to have a material impact on its consolidated financial statements.~~ Contents

InNotes March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities (“SFAS No. 161”), an amendment of FASB Statement No. 133. SFAS No. 161 is intended to help investors better understand how derivative instruments and hedging activities affect an entity’s financial position, financial performance and cash flows through enhanced disclosure requirements. The enhanced disclosures primarily surround disclosing the objectives and strategies for using derivative instruments by their underlying risk as well as a tabular format of the fair values of the derivative instruments and their gains and losses. SFAS No.161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The adoption of SFAS No. 161 did not have a material impact on the Company’s consolidated financial statements, but has resulted in certain additional disclosures relating to the Company’s interest rate swaps (see Note 13). Receivable

InThe ~~April 2008,~~estimated ~~the~~fair ~~FASB~~value ~~issued FSP FAS No. 142-3, Determination~~ of ~~the~~CRLP’s ~~Useful~~notes ~~Life~~receivable ~~of Intangible~~at ~~Assets~~September 30, ~~(“FSP~~2013 ~~FAS~~and ~~No.~~December ~~142-3”).~~31, ~~This~~2012 ~~FSP~~was ~~amends~~consistent ~~the~~with ~~factors that should be considered in developing renewal or extension assumptions used to determine~~ the ~~useful~~carrying ~~life~~values of aapproximately ~~recognized intangible asset under SFAS No~~$40. ~~142,~~7 ~~“Goodwill~~million and ~~Other Intangible Assets”~~$42.4 ~~This~~million, ~~FSP~~respectively, ~~allows~~based ~~the Company~~on tomarket ~~use~~rates ~~its~~and ~~historical~~similar ~~experience~~financing inarrangements ~~renewing~~after orgiving ~~extending~~consideration to the ~~useful~~credit ~~life~~standing of ~~intangible assets~~the borrowers. ~~This~~CRLP ~~FSP~~has isdetermined ~~effective~~that ~~for fiscal years beginning after December 15, 2008 and interim periods within those fiscal years and shall be applied prospectively to intangible assets acquired after~~ the ~~effective~~fair ~~date.~~value ~~The application~~ of ~~this~~its ~~FSP~~notes ~~did~~receivable ~~not~~is ~~have~~classified aas ~~material~~Level ~~impact~~3 onof the ~~Company’s~~ ~~consolidated~~fair ~~financial~~value ~~statements~~hierarchy.

InThe ~~June 2008,~~disclosure ~~the~~of ~~FASB~~estimated ~~issued~~fair ~~FSP~~values ~~EITF~~was ~~03-6-1,~~determined ~~Determining~~by ~~Whether~~management ~~Instruments~~using ~~Granted~~available ~~in Share-Based~~market ~~Payment Transactions Are Participating Securities (“FSP EITF No. 03-6-1”)~~information, ~~which addresses~~considering ~~whether~~market ~~instruments~~participant ~~granted~~assumptions inand ~~share-based~~appropriate ~~payment~~valuation ~~transactions~~methodologies ~~are~~available ~~participating securities prior~~ to ~~vesting~~management ~~and,~~at ~~therefore, need to be included in the earnings allocation in computing earnings per share under the two-class method as described in SFAS No.~~September ~~128~~30, ~~“Earnings per Share~~2013.” ~~Under~~Considerable ~~the~~judgment ~~guidance~~is innecessary ~~FSP EITF No. 03-6-1, unvested share-based payment awards that contain non-forfeitable rights~~ to ~~dividends~~interpret ormarket ~~dividend~~data ~~equivalents (whether paid or unpaid) are participating securities~~ and ~~shall~~develop beestimated ~~included~~fair ~~in the computation of earnings per share pursuant to the two-class method~~value. ~~The FSP is effective for financial statements issued for fiscal years beginning after December 15~~Accordingly, ~~2008,~~there ~~and~~can ~~interim~~be ~~periods~~no ~~within~~assurance ~~those~~that ~~fiscal~~the ~~years.~~estimates ~~All prior-period earnings per share data~~ presented ~~shall~~above beare ~~adjusted~~indicative ~~retrospectively. The adoption~~ of ~~FSP EITF No. 03-6-1 requires~~ the ~~Company~~amounts toCRLP ~~include~~could ~~participating~~realize ~~securities~~on indisposition ~~the computation~~ of ~~earnings~~the ~~per share~~real ~~calculation~~estate ~~(see~~assets ~~Note~~or 8)financial instruments. The ~~application~~use of ~~this~~different ~~FSP~~market ~~did~~assumptions ~~not~~and/or ~~have~~estimation amethodologies could have material ~~impact~~effect on the ~~Company’s~~ ~~consolidated~~estimated ~~financial~~fair ~~statements~~value amounts.

~~In December 2008, the FASB’s Emerging Issues Task Force issued EITF 08-6, Equity Method Investment~~ Accounting ~~Considerations,~~Pronouncements ~~(“EITF~~Recently ~~08-6”)~~Adopted which, amongst other items, clarifies that the initial carrying value of an equity method investment should be based on the cost accumulation model. EITF 08-6 is effective on a prospective basis in fiscal years beginning on or after December 15, 2008, and interim periods within those fiscal years. The application of EITF 08-6 did not have a material impact on the Company’s consolidated financial statements.

In ~~April 2009~~February 2013, the FASB issued ~~FSP~~ASU ~~FAS 107~~2013-102, ~~and~~an ~~APB~~update ~~28-1~~to ASC 220, ~~Interim~~Comprehensive ~~Disclosures~~Income. ASU ~~about~~2013-02 ~~Fair Value~~was issued to improve the reporting of ~~Financial~~reclassifications ~~Instruments~~out ~~(“FSP~~of ~~FAS~~accumulated ~~107-1”)~~other comprehensive income. The ~~FSP~~amendments ~~FAS~~in ~~107-1~~this ~~amends~~update ~~SFAS~~seek ~~No. 107~~to attain that objective by requiring an entity to ~~require disclosures~~report ~~about~~the ~~fair~~effect ~~value~~of significant reclassifications out of ~~financial~~accumulated ~~instruments~~other ~~for~~comprehensive ~~interim~~income ~~reporting~~on ~~periods~~the ofrespective ~~publicly traded~~line ~~companies~~items in ~~addition~~net toincome if the ~~annual~~amount ~~financial~~being ~~statements~~reclassified is required under U.S. ~~FSP~~GAAP ~~FAS~~to ~~107-1~~be ~~also~~reclassified ~~amends~~in ~~APB~~its ~~No. 28~~entirety to ~~require~~net ~~those~~income. For ~~disclosures~~other inamounts ~~summarized~~that ~~financial~~are ~~information~~not atrequired ~~interim~~under ~~reporting periods~~U. ~~FSP~~S. ~~FAS~~GAAP ~~107-1~~to isbe ~~effective~~reclassified ~~for~~in ~~interim~~their ~~periods~~entirety ~~ending~~to ~~after~~net ~~June 15,~~income ~~2009.~~in ~~Prior~~the same reporting period ~~presentation~~, an entity is ~~not~~required to cross-reference other disclosures required ~~for~~under ~~comparative~~U.S. ~~purposes~~GAAP atthat ~~initial~~provide ~~adoption~~additional detail about those amounts. This ~~The~~would ~~Company~~be ~~does~~the ~~not expect~~case when a portion of the ~~adoption~~amount reclassified out of ~~FSP~~accumulated ~~FAS~~other ~~107~~comprehensive income is reclassified to a balance sheet account instead of directly to income or expense in the same reporting period. ASU 2013-02 was adopted by CRLP on January 1, to2013. The adoption of ASU 2013-02 did not have a material impact on ~~its~~CRLP's consolidated financial statements.

Note 3 — ~~Restructuring~~Real ~~Charges~~ Estate Activity

InAcquisition light of the ongoing recession and credit crisis, the Company announced in early 2009 that it has renewed its focus on maintaining a strong balance sheet, improving liquidity, addressing near term debt maturities, managing existing properties and operating the Company’s portfolio efficiently, including reducing overhead and postponing future development activities. During the first quarter of 2009, the Company reduced its workforce by an additional 30 employees through the elimination of certain personnel resulting in the Company incurring an aggregate of $0.8 million in termination benefits and severance related charges, of which $0.5 million is included in “Accrued expenses” on the Company’s Consolidated Balance Sheet at March 31, 2009. Of the $0.8 million in restructuring charges, approximately $0.4 million was associated with the Company’s multifamily segment, including $0.2 million associated with development personnel; $0.3 million with the Company’s commercial segment, including $0.2 million associated with development personnel; and $0.1 million of these restructuring costs were non-divisional charges. Activity

12 During the nine months ended September 30, 2013, CRLP acquired the following multifamily apartment communities:



			Effective
Acquisition	Location	Units	Acquisition Date	Purchase Price
				(in millions)
Colonial Grand at Windermere	Orlando, FL	280	March 1, 2013	$	43.0
Colonial Reserve at Frisco Bridges	Dallas, TX	252	May 31, 2013	$	36.2

The ~~expenses~~results of operations of the ~~Company’s~~above ~~reduction~~mentioned acquisitions have been included in ~~workforce~~the ~~and~~consolidated ~~other~~financial ~~termination~~statements ~~costs,~~since asthe ~~described above,~~date ~~are~~of ~~included~~acquisition. inThese ~~“Restructuring~~acquisitions ~~charges”~~were infunded ~~the~~with ~~Consolidated~~proceeds ~~Statements~~from of2012 ~~Income~~and ~~for~~2013 ~~the quarter~~asset ~~ended~~dispositions ~~March 31,~~and ~~2009,~~borrowings ~~pursuant~~on toCRLP's ~~SFAS~~Credit NoFacility. ~~146.~~

~~Note~~The 4following —unaudited ~~Impairment~~ pro forma financial information for the nine months ended September 30, 2013 and 2012, gives effect to the above operating property acquisitions as if they had occurred at the beginning of the period presented. The information for the nine months ended September 30, 2013, includes pro forma results for the portion of the period prior to the acquisition date and actual results from the date of acquisition through the end of the period. The information for the nine months ended September 30, 2012, also includes pro forma results for five acquisitions completed in 2012 as if they had occurred at the beginning of this period. The pro forma results are not intended to be indicative of the results of future operations.

On March 11, 2009, the Company completed the sale of the remaining 17 unsold units at the Regents Park for-sale residential project located in Atlanta, Georgia for $16.3 million in cash. Since the sales price exceeded the carrying value of the units, the Company recorded an impairment charge of $0.3 million, which is reflected in “Income from discontinued operations” in the Consolidated Statements of Income for the quarter ended March 31, 2009 (see Note 6).



	Nine Months Ended
	September 30,
($ in thousands, except per unit data)	2013			2012
Total revenue	$	308,924		$	288,488
Net loss available to common unitholders	$	(31,834	)	$	(5,451	)
Net loss per common unit — dilutive	$	(0.33	)	$	(0.06	)

~~Additionally,~~ in February 2009, the Company reached an agreement in principle to transfer its remaining noncontrolling joint venture interest in Colonial Pinnacle Craft Farms I, a 220,000-square-foot (excluding anchor-owned square-footage) retail shopping center located in Gulf Shores, Alabama, to the majority joint venture partner. As a result of this agreement and the resulting asset valuation, the Company recorded an impairment charge of approximately $0.7 million during the three months ended March 31, 2009, which represents the Company’s remaining equity interest in the joint venture (see Note 11). 10

~~The~~Table ~~Company calculates the fair value~~ of each property and development project evaluated for impairment under SFAS No. 144 based on current market conditions and assumptions made by management, which may differ materially from actual results if market conditions continue to deteriorate or improve. Specific facts and circumstances of each project are evaluated, including local market conditions, traffic, sales velocity, relative pricing, and cost structure. The Company will continue to monitor the specific facts and circumstances at the Company’s for-sale properties and development projects. If market conditions do not improve or if there is further market deterioration, it may impact the number of projects the Company can sell, the timing of the sales and/or the prices at which the Company can sell them in future periods. If the Company is unable to sell projects, the Company may incur additional impairment charges on projects previously impaired as well as on projects not currently impaired but for which indicators of impairment may exist, which would decrease the value of the Company’s assets as reflected on the balance sheet and adversely affect net income and equity (see Note 2). There can be no assurances of the amount or pace of future for-sale residential sales and closings, particularly given current market conditions. Contents

~~Note 5 —~~ Disposition Activity

On ~~February~~September 217, ~~2009~~2013, ~~the~~CRLP ~~Company~~sold ~~disposed of~~ Colonial Promenade ~~at Fultondale~~Tannehill, a ~~159~~421,000 square-~~foot~~feet ~~(excluding anchor-owned square footage)~~ retail asset, ~~developed by the Company and~~ located in Birmingham, ~~Alabama.~~AL, ~~The Company sold this asset~~ for ~~approximately~~ $3038.~~7 million,~~5 ~~which included $16.9~~ million ~~of seller-financing for a term of five years at an interest rate of 5~~.~~6%.~~ The ~~net~~ proceeds ~~were~~from ~~used to reduce~~ the ~~amount~~sale ~~outstanding~~were onused ~~the~~to ~~Company’s~~repay ~~unsecured~~a ~~credit facility.~~portion ~~Because~~of the ~~Company~~outstanding ~~provided~~balance ~~seller-financing in the disposition, the gain~~ on ~~sale~~CRLP's ~~is included~~Credit ~~in continuing operations~~Facility.

InOn ~~accordance with SFAS No.~~June ~~144~~27, ~~net~~2013, ~~income~~CRLP ~~and~~sold ~~gain~~Colonial onVillage ~~disposition~~at ofPinnacle ~~real~~Ridge, ~~estate~~a ~~for properties~~166-unit ~~sold~~multifamily inapartment ~~which~~community ~~the~~located ~~Company~~in ~~does~~Asheville, ~~not~~North ~~maintain~~Carolina, ~~continuing~~for ~~involvement~~$13.4 ~~are~~million. The ~~reflected~~proceeds infrom the ~~Consolidated~~ ~~Condensed~~sale ~~Statements~~were ofused ~~Income~~to asfund ~~“Discontinued~~investment ~~operations”~~activities ~~for~~through ~~all~~a ~~periods~~tax-deferred ~~presented. During~~exchange ~~the~~under ~~three~~Section ~~months~~1031 ~~ended March 31, 2009 and 2008, all~~ of the ~~operating~~Internal ~~properties~~Revenue ~~sold~~Code, ~~with no continuing interest were classified~~ as ~~discontinued~~amended, ~~operations. The following is a listing of~~ (the ~~properties~~"Code") ~~the~~as ~~Company~~part ~~disposed~~ of inCRLP's ~~2009~~multifamily ~~and~~recycling ~~2008~~strategy. ~~that are classified as discontinued operations:~~

13 On May 23, 2013, CRLP sold Three Ravinia, an 814,000 square-feet office asset located in Atlanta, Georgia, for $144.3 million. The proceeds from the sale were used to repay a portion of the outstanding balance on CRLP's Credit Facility.

~~Table~~On April 17, 2013, CRLP sold Colonial Reserve at West Franklin, a 332-unit multifamily apartment community located in Richmond, Virginia, for $23.8 million. The proceeds were used to fund investment activities through tax-deferred exchanges under Section 1031 of ~~Contents~~the Code as part of CRLP's multifamily recycling strategy.

Units/ Square

Property

Location

Date Sold

Feet

Multifamily

Colonial Grand at Hunter’s Creek

Orlando, FL

September 2008

496

Colonial Grand at Shelby Farms I & II

Memphis, TN

June 2008

450

Colonial Village at Bear Creek

Fort Worth, TX

June 2008

120

Colonial Village at Pear Ridge

Dallas, TX

June 2008

242

Colonial Village at Bedford

Fort Worth, TX

June 2008

238

Cottonwood Crossing

Fort Worth, TX

June 2008

200

Office

250 Commerce Center

Montgomery, AL

February 2008

37,000

On February 1, 2013, CRLP sold Metropolitan Midtown, a commercial asset located in Charlotte, North Carolina, comprised of 170,000 square-feet of office space and 172,000 square-feet of retail space, for an aggregate sales price of $94.4 million. The proceeds from the sale were used to repay a portion of the outstanding balance on CRLP's Credit Facility, which is used to fund CRLP's multifamily development pipeline.

~~Additionally,~~In ~~the Company classifies real estate assets as held for sale only after the Company has received approval by its internal investment committee~~addition, ~~the~~during ~~Company has commenced an active program to sell~~ the ~~assets,~~three ~~the Company does not intend to retain a continuing interest in the property,~~ and innine ~~the opinion of the Company’s management, it is probable the assets will sell within the next 12~~ months. Asended ~~of March~~September 3130, ~~2009~~2013, ~~the~~CRLP ~~Company~~sold ~~had~~consolidated ~~classified~~parcels ~~two~~of ~~multifamily apartment~~land ~~communities, one retail asset, two condominium conversion properties and nine~~ for~~-sale developments~~ ~~(including~~an ~~four~~aggregate ~~for-sale~~sales ~~projects~~price ~~that~~of ~~were classified as future developments at December 31, 2008) as held for sale. These real estate assets are reflected in the accompanying Consolidated Condensed Balance Sheet at~~ $211.8 ~~million,~~ ~~$16.9~~ million, ~~$0.5 million~~ and $~~116~~8.4 6 million, ~~respectively,~~ ~~as of March 31, 2009, which represents the lower of depreciated cost or fair value less costs to sell~~respectively. ~~There is no mortgage debt associated with these properties as of March 31, 2009.~~ The ~~operations~~proceeds offrom ~~these~~the ~~held for~~ sale ~~properties~~were ~~have~~used ~~been reclassified~~ to ~~discontinued operations~~repay ~~for all periods presented in accordance with SFAS No. 144. Depreciation or amortization expense suspended as~~ a ~~result~~portion of ~~assets being classified as held for sale for~~ the ~~three~~borrowings ~~months ended~~on ~~March 31,~~CRLP's ~~2009~~Credit ~~was approximately $0~~Facility.~~3 million. There is no depreciation or amortization expense suspended as a result of these assets being classified as held for sale during the three months ended March 31, 2008.~~

InNet ~~accordance~~income/(loss) ~~with~~and ~~SFAS~~gain/(loss) ~~No. 144,~~on ~~the~~disposition ~~operating results~~ of ~~properties~~real ~~(excluding~~estate ~~condominium conversion~~for properties ~~not~~sold ~~previously~~in ~~operated)~~which ~~designated~~CRLP asdoes ~~held~~not ~~for~~maintain ~~sale,~~continuing involvement are ~~included~~reflected in ~~discontinued~~ ~~operations in~~ the Consolidated Condensed Statements of ~~Income~~Operations ~~for~~and ~~all~~Comprehensive ~~periods presented.~~Income ~~Also~~(Loss) ~~under the provisions~~ of CRLP ~~SFAS No. 144, the reserves, if any, to write down the carrying value of the real estate assets designated and classified~~ as ~~held for sale are also included in~~ discontinued operations ~~(excluding condominium conversion properties not previously operated). Additionally, under SFAS No. 144, any impairment losses on assets held~~ for ~~continuing use~~all ~~are~~periods ~~included in continuing operations~~presented.

~~Below~~Additionally, isCRLP aclassifies ~~summary~~real estate assets as held for sale only after CRLP has received approval by the Investment Committee of the ~~operations~~Board of Trustees of the ~~properties~~Trust, ~~sold~~has orcommenced an active program to sell the assets, does not intend to retain a continuing interest in the property and in the opinion of CRLP’s management, it is probable the assets will sell within the next 12 months. As of September 30, 2013, CRLP had classified one for-sale development as held for sale ~~during~~. This real estate asset is reflected in the ~~three~~accompanying ~~months~~Consolidated ~~ended~~Condensed ~~March~~Balance Sheets of CRLP at $2.4 million as of September 3130, ~~2009~~2013, ~~and~~which ~~2008~~represents ~~that~~the ~~are~~lower ~~classified~~of depreciated cost or fair value less costs to sell. There was no mortgage debt associated with this asset as ~~discontinued operations:~~ of September 30, 2013.

14 11

Table of Contents

Below is a summary of the operations of the properties classified as discontinued operations during the three and nine months ended September 30, 2013 and 2012:

	Three Months Ended						Nine Months Ended
	March 31,
	September 30,						September 30,
(amounts in thousands)	2009			2008
($ in thousands)	2013			2012			2013			2012
Property revenues:
Base rent	$	1,162		$	4,667
Minimum rent	$	712		$	10,070		$	8,938		$	30,400
Tenant recoveries	250	65		2,217	24		3,282			6,812
Other revenue	3	~~104~~		1,123	~~473~~		843			3,718
Total revenues	965	~~1,331~~		13,410	~~5,164~~		13,063			40,930
Property operating and administrative expenses		645			2,392
Property expenses:
Impairment		318			—
Property operating and administrative expense	489			5,113			4,909			15,064
Depreciation and amortization		139			447
Depreciation	—			2,644			2,057			10,378
Total expenses		1,102			2,839
Amortization	27			1,098			1,096			2,739
Interest expense, net		—			40
Impairment and other losses	254			2,979			2,111			3,251
Other expenses		—			—
Total operating expenses	770			11,834			10,173			31,432
Income from discontinued operations before net gain on disposition of discontinued operations		229			2,365
Interest income (expense), net	32			37			104			75
Net gain on disposition of discontinued operations		45			2,913
Income from discontinued operations before net loss on
Noncontrolling interest in CRLP from discontinued operations		(115	)		(947	)
disposition of discontinued operations	227			1,613			2,994			9,573
Noncontrolling interest to limited partners		468			141
Net gain (loss) on disposition of discontinued operations	1,794			—			27,703			(14		)
Income from discontinued operations	$	627		$	4,472
Noncontrolling interest in CRLP from discontinued operations	(150		)	(121		)	(2,292		)	(720		)
Noncontrolling interest to limited partners	(14		)	—			(14		)	—
Income from discontinued operations attributable to parent
company	$	1,857		$	1,492		$	28,391		$	8,839

~~Note~~Impairment 6and —Other ~~For-Sale Activities~~ Losses

OnDuring ~~March 11~~the three months ended September 30, ~~2009~~2013, ~~the~~as ~~Company~~a ~~completed~~result ~~the~~of ~~sale~~a ofchange ~~the~~in ~~remaining~~management's 17intent ~~unsold~~and ~~units~~potential atsale of the ~~Regents~~ ~~Park~~asset, ~~for~~CRLP recorded a $26.6 million non-~~sale~~cash ~~residential~~impairment ~~project~~charge ~~located~~on inone ~~Atlanta,~~of ~~Georgia,~~CRLP's ~~for~~commercial assets. CRLP also recorded $161.3 0 million net in ~~cash~~loss contingencies related to certain litigation (See Note 13 - "Legal Proceedings"), ~~which~~ ~~resulted~~$0.4 million in acasualty losses and $0.3 6 million in non-cash impairment ~~charge~~charges (~~see~~$0.3 ~~Note~~million ~~4).~~of Aswhich ais ~~result~~presented in "Income from discontinued operations" in CRLP's Consolidated Condensed Statements of ~~the~~Operations ~~sale~~and ~~price~~Comprehensive Income (Loss)). Additionally, during the ~~Company~~nine months ended September 30, 2013, CRLP recorded an$1.6 ~~impairment~~million ~~charge~~in ofloss contingencies related to certain litigation, a $0.3 9 million. ~~The~~charge ~~disposition~~on ~~eliminates~~one ~~the operating~~of ~~expenses~~CRLP's ~~and~~for-sale ~~costs~~residential toprojects, ~~carry~~$0.1 ~~the~~million ~~associated~~in ~~units.~~casualty ~~The~~losses ~~proceeds~~and ~~from~~$0.3 ~~the~~million ~~sale~~in ~~were~~non-cash ~~used to~~impairment ~~reduce~~charges ~~the~~(presented ~~outstanding~~in ~~balance~~"Income onfrom ~~the~~discontinued ~~Company’~~operations" in CRLP's ~~unsecured~~Consolidated ~~line~~Condensed Statements of ~~credit~~Operations and Comprehensive Income (Loss)).

During the three months ended ~~March~~September 3130, ~~2009 and 2008~~2012, ~~the~~CRLP ~~Company,~~recorded ~~through~~a ~~CPSI,~~$3.0 ~~sold~~million ~~27 (including~~non-cash ~~the~~impairment 17charge ~~units~~on atone ~~Regents~~of ~~Park)~~CRLP's ~~and~~commercial 14assets ~~units,~~presented ~~respectively,~~in at"Income ~~its~~from ~~for-sale~~discontinued ~~residential development~~operations" ~~properties.~~in ~~During~~CRLP's ~~the~~Consolidated ~~three~~Condensed ~~months~~Statements ~~ended March 31, 2009 the Company, through CPSI, disposed~~ of ~~six~~Operations ~~condominium~~and ~~units~~Comprehensive atIncome ~~the~~(Loss). CRLP ~~Company’s~~also ~~condominium~~recorded ~~conversion~~a ~~properties~~$0.4 ~~The~~million ~~Company, through~~other ~~CPSI,~~than ~~did~~temporary ~~not~~non-cash ~~close~~impairment charge on ~~any~~one ~~units~~of at its ~~condominium~~joint ~~conversion~~venture ~~properties~~investments ~~during~~consisting ~~the~~of ~~three months~~undeveloped ~~ended March 31~~land. Additionally, ~~2008.~~during ~~During~~ the ~~three~~nine months ended ~~March~~September 3130, ~~2009 and 2008~~2012, ~~gains~~CRLP ~~from sales~~recorded ofa ~~property~~$0.9 onmillion ~~the~~charge ~~Company’s~~as ~~Consolidated~~a ~~Condensed~~result ~~Statements~~ of ~~Income~~warranty ~~included~~claims ~~$47,000 ($21,000,~~on ~~net~~units ofpreviously ~~income~~sold ~~taxes)~~at ~~and~~two ~~$33,000~~of ~~($65,000~~CRLP's ~~including an income tax benefit), respectively, from these condominium and~~ for-sale residential ~~sales.~~projects ~~The~~and ~~following is~~ a ~~summary~~$0.3 ofmillion ~~revenues~~non-cash ~~and costs~~impairment ofcharge ~~condominium~~on ~~conversion~~one ~~and~~of ~~for-sale~~CRLP's ~~residential~~commercial ~~activities~~assets (~~including~~presented ~~activities~~ in ~~continuing~~ ~~and~~"Income from discontinued operations)" ~~for~~in ~~the~~CRLP's ~~three~~Consolidated ~~months~~Condensed ~~ended~~Statements ~~March 31,~~of ~~2009~~Operations and ~~2008:~~ Comprehensive Income (Loss)).

15 These charges are included in "Impairment and other losses" in the Consolidated Condensed Statements of Operations and Comprehensive Income (Loss) of CRLP for the three and nine months ended September 30, 2013 and 2012.

~~Table~~For-Sale ~~of Contents~~Activities

	Three Months Ended
	March 31,
(amounts in thousands)	2009			2008
Condominium revenues, net	$	327		$	—
Condominium costs		(259	)		—
Gains (losses) on condominium sales, before income taxes		68			—
For-sale residential revenues, net		19,234			2,776
For-sale residential costs		(19,255	)		(2,743	)
Gains on for-sale residential sales, before income taxes		(21	)		33
(Provision) / benefit for income taxes		(26	)		32
Gains on condominium conversions and for-sale residential sales, net of income taxes	$	21		$	65

During the nine months ended September 30, 2013, CRLP sold five for-sale residential units, that were repurchased as part of the Grander arbitration ruling (see Note 13 - Legal Proceedings - Grander Litigation), for total sales proceeds of $3.2 million. During the three and nine months ended September 30, 2012, CRLP sold two and six for-sale residential units, respectively, for total sales proceeds of $1.3 million and $3.1 million, respectively. CRLP also sold one residential lot during the nine months ended September 30, 2012 for total proceeds of $0.1 million. These dispositions eliminate the operating

~~The~~ net gains on condominium unit sales are classified in discontinued operations if the related condominium property was previously operated by the Company as an apartment community. For the three months ended March 31, 2009, gains on condominium unit sales of $42,000, net of income taxes, are included in discontinued operations. For the three months ended March 31, 2008, there were no gains related to condominium unit sales included in discontinued operations. 12

~~For~~Table cash flow statement purposes, the Company classifies capital expenditures for newly developed for-sale residential communities and for other condominium conversion communities in investing activities. Likewise, the proceeds from the sales of ~~condominium units and other residential sales are also included in investing activities.~~ Contents

~~Note~~expenses 7and —costs ~~Undeveloped~~to ~~Land~~carry ~~and~~the ~~Construction~~associated inunits. ~~Progress~~ CRLP’s portion of the proceeds from the sales was used to repay a portion of the outstanding borrowings on CRLP’s Credit Facility.

~~The~~With ~~Company’s~~the ~~ongoing~~sale ~~consolidated~~of ~~development~~the ~~projects~~four ~~are~~residential inunits ~~various~~during ~~stages of~~ the ~~development~~ ~~cycle. During the~~ three months ended ~~March 31~~June 30, ~~2009~~2013, ~~the~~CRLP ~~Company~~has ~~completed~~no ~~the construction~~more offor-sale aresidential ~~multifamily~~units ~~development~~in ~~adding~~inventory. As ~~300~~of ~~apartment~~September 30, ~~homes to the portfolio. This development~~2013, ~~Colonial~~CRLP ~~Grand~~had at39 ~~Onion~~for-sale ~~Creek,~~residential ~~located~~lots inremaining. ~~Austin,~~These ~~Texas~~lots, ~~had~~valued at a total ~~cost~~ of ~~approximately~~ $322.3 4 million., ~~Active~~are ~~developments~~reflected asin of"Real ~~March 31~~estate assets held for sale, ~~2009~~net" ~~consist~~on the Consolidated Condensed Balance Sheets of: CRLP at September 30, 2013.

		Total						Costs
		Units/				Estimated		Capitalized
		Square		Estimated		Total Costs		to Date
	Location	Feet (1)		Completion		(in thousands)		(in thousands)
Multifamily Projects:
Colonial Grand at Desert Vista	Las Vegas, NV		380		2009	$	53,000	$	47,897
Colonial Grand at Ashton Oaks	Austin, TX		362		2009		35,100		32,060
Retail Projects:
Colonial Promenade Tannehill (2)	Birmingham, AL		201		2009		7,100		2,545
Construction in Progress for Active Developments								$	82,502

For cash flow statement purposes, CRLP classifies capital expenditures for newly developed for-sale residential communities in investing activities. Likewise, the proceeds from the sales of condominium units and other residential sales are also included in investing activities.

~~Footnotes~~Note on4 ~~following~~— ~~page~~Undeveloped Land and Construction in Progress

16 CRLP currently has six active development projects, as set forth in the table below. In addition, CRLP owns approximately $174.4 million of undeveloped land parcels that are held for future developments. During the three months ended September 30, 2013, CRLP completed the construction of Colonial Grand at Ayrsley (Phase II), a 81-unit multifamily apartment community located in Charlotte, NC. The development had a total cost of $8.7 million. During the three months ended September 30, 2013, CRLP initiated the development of a multifamily apartment community, Colonial Grand at Bellevue (Phase II).



		Total Units/	Costs Capitalized
	Location	Square Feet₍₁₎	to Date
($ in thousands)		(unaudited)
Active Developments:
Multifamily:
Colonial Grand at Bellevue (Phase II)	Nashville, TN	220	$	6,292
Colonial Grand at Lake Mary (Phase III)	Orlando, FL	132	6,007
Colonial Grand at Randal Lakes	Orlando, FL	462	43,144
Colonial Reserve at South End	Charlotte, NC	353	44,951
		1,167	$	100,394
Commercial:
Brookwood West Retail	Birmingham, AL	41,300	$	4,747
Colonial Promenade Huntsville (Phase II)	Huntsville, AL	23,000	2,699
		64,300	$	7,446
Total Active Developments			$	107,840

Future Developments:
Multifamily:
Colonial Grand at Randal Park	Orlando, FL	314	6,686
Colonial Grand at Thunderbird	Phoenix, AZ	244	8,036
Colonial Grand at Sweetwater	Phoenix, AZ	195	7,240
Colonial Grand at Azure	Las Vegas, NV	438	11,520
		1,191	$	33,482
Commercial:
Colonial Promenade Huntsville	Huntsville, AL	—	$	4,146
Colonial Promenade Nord du Lac ₍₂₎	Covington, LA	236,000	13,312
Randal Park	Orlando, FL	—	10,962
		236,000	$	28,420
Other Undeveloped Land:
Multifamily			$	3,931
Commercial			37,772
Commercial Outparcels/Pads			12,455
For-Sale Residential Land ₍₃₎			58,379
			$	112,537
Total Future Developments			$	174,439
Consolidated Undeveloped Land and Construction in Progress			$	282,279

~~(1) Square footage is presented in thousands. Square footage for the retail assets excludes anchor-owned square-footage.~~_______________________

~~(2)~~Footnotes ~~Total~~on ~~cost~~following and development costs recorded through March 31, 2009 have been reduced by $50.2 million for the portion of the development that was placed into service through March 31, 2009. Total cost for this project is expected to be approximately $57.3 million, of which, $10.5 million is expected to be received from the city as reimbursement for infrastructure costs.page

In addition to the Company’s consolidated developments included in the table above, the Company also has an unconsolidated commercial development in progress, Colonial Pinnacle Turkey Creek III, located in Knoxville, Tennessee. As of March 31, 2009, the Company’s pro-rata portion of the costs incurred for this development is $11.5 million, with an additional $3.4 million anticipated to complete the project. 13

~~Interest~~Table ~~capitalized~~of ~~on construction in progress during the three months ended March 31, 2009 and 2008 was $2.2 million and $6.3 million, respectively.~~ Contents

~~There~~(1) ~~are~~Units norefer ~~for-sale~~to ~~residential~~multifamily ~~projects~~apartment ~~actively under development as of March 31, 2009~~units. As ~~previously~~Square ~~announced,~~feet inrefers ~~January 2009, the Company decided~~ to ~~postpone~~commercial ~~future~~space ~~development activities (other than land parcels held for future sale~~ and ~~for-sale~~excludes ~~residential~~space ~~and~~owned ~~mixed-use developments,~~by ~~which~~anchor ~~the Company plans to sell) until it determines that the current economic environment has sufficiently improved~~tenants. ~~These deferred developments and undeveloped land include:~~

				Costs
		Total Units/		Capitalized
		Square Feet (1)		to Date
	Location	(unaudited)		(in thousands)
Multifamily Projects:
Colonial Grand at Sweetwater	Phoenix, AZ		195	$	7,281
Colonial Grand at Thunderbird	Phoenix, AZ		244		8,368
Colonial Grand at Randal Park (2)	Orlando, FL		750		19,576
Colonial Grand at Hampton Preserve	Tampa, FL		486		14,932
Colonial Grand at South End	Charlotte, NC		353		12,246
Colonial Grand at Wakefield	Raleigh, NC		369		7,210
Colonial Grand at Azure	Las Vegas, NV		188		7,798
Colonial Grand at Cityway	Austin, TX		320		4,967
Retail
Colonial Pinnacle Craft Farms II (2)	Gulf Shores, AL		74		2,027
Colonial Promenade Huntsville	Huntsville, AL		111		9,668
Other Projects and Undeveloped Land
Multifamily					3,080
Office					2,104
Retail					6,269
For-Sale Residential					38,890
Mixed-Use					64,379
Consolidated Construction in Progress (3)				$	208,795


(2)	Costs capitalized to date for this development are presented net of an aggregate of $33.1 million of non-cash impairment charges recorded during 2013, 2009 and 2008.

(1)		Square footage is presented in thousands. Square footage for the retail assets excludes anchor-owned square-footage.
(2)		These projects are part of mixed-use developments.
(3)		Four for-sale projects were reclassed from “Undeveloped land and construction in progress” to “Real estate assets held for sale, net” on the Company’s Consolidated Condensed Balance Sheet as of March 31, 2009.


(3)	These costs are presented net of $3.3 million of non-cash impairment charges recorded on one of the projects in prior years.

17 Interest capitalized on construction in progress during each of the three months ended September 30, 2013 and 2012 was $0.4 million. Interest capitalized on construction in progress during the nine months ended September 30, 2013 and 2012 was $1.0 million and $0.9 million, respectively.

~~Table~~Note 5 — Net Loss Per Unit of ~~Contents~~CRLP

~~Note~~For 8the —three ~~Net~~and ~~Income~~nine ~~Per~~months ~~Share~~ ended September 30, 2013 and 2012, a reconciliation of the numerator and denominator used in the basic and diluted loss from continuing operations per common unit of CRLP is as follows:

For the three months ended March 31, 2009 and 2008, a reconciliation of the numerator and denominator used in the basic and diluted income from continuing operations per common share is as follows:



	Three Months Ended						Nine Months Ended
	September 30,						September 30,
(in thousands)	2013			2012			2013			2012
Numerator:
Loss from continuing operations	$	(53,606	)	$	(8,575	)	$	(58,302	)	$	(9,400	)
Adjusted by:
Income allocated to participating securities	(111		)	(134		)	(347		)	(402		)
Noncontrolling interest of limited partners - continuing operations	20			(12		)	(525		)	(29		)
Loss from continuing operations available to common unitholders	$	(53,697	)	$	(8,721	)	$	(59,174	)	$	(9,831	)
Denominator:
Denominator for basic net loss per unit — weighted average common units	95,422			94,478			95,217			94,344
Effect of dilutive securities	—			—			—			—
Denominator for diluted net loss per unit — adjusted weighted average common units	95,422			94,478			95,217			94,344

	Three Months Ended
	March 31,			March 31,
(amounts in thousands)	2009			2008
Numerator:
Net income attributable to parent company	$	15,953		$	16,986
Less:
Preferred stock dividends		(2,073	)		(2,488	)
Income allocated to participating securities		(106	)		(94	)
Preferred share issuance costs write-off, net of discount		(5	)		(271	)
Income from continuing operations available to common shareholders	$	13,769		$	14,133
Denominator:
Denominator for basic net income per share — weighted average common shares		48,202			46,853
Effect of dilutive securities		—			161
Denominator for diluted net income per share — adjusted weighted average common shares		48,202			47,014

For the three and nine months ended September 30, 2013, CRLP reported a net loss from continuing operations, and as such, 241,944 and 218,808 dilutive unit equivalents, respectively, have been excluded from the computation of diluted net loss per unit because including such units would be anti-dilutive. For the three and nine months ended September 30, 2013, 310,028 outstanding share options (and a corresponding number of units) were excluded from the computation of diluted net loss per unit because the grant date prices were greater than the average market price of the common shares/units and, therefore, the effect would be anti-dilutive.

For the three and nine months ended ~~March~~September 3130, ~~2009~~2012, ~~there~~CRLP ~~were~~reported ~~1,745,452~~a ~~outstanding~~net ~~share~~loss ~~equivalents (stock~~from ~~options~~continuing operations, and ~~restricted~~as ~~stock)~~such, ~~excluded~~302,916 ~~from~~and ~~the~~284,106 ~~computation~~dilutive ~~of diluted net income per~~ share ~~because~~ ~~the~~equivalents, ~~grant~~respectively, ~~date~~have ~~prices~~been ~~were~~excluded ~~greater~~from ~~than~~ the ~~average~~computation ~~market~~of ~~price~~diluted ofnet ~~the~~loss ~~common~~per ~~shares,~~unit ~~and therefore,~~because ~~the~~including ~~effect~~such units would be anti-dilutive. For the three and nine months ended ~~March~~September 3130, ~~2008~~ 2012, ~~there were 567~~707,~~357~~921 outstanding share ~~equivalents~~options (~~stock~~and ~~options~~a ~~and~~corresponding ~~restricted~~number ~~stock~~of units), were excluded from the computation of diluted net ~~income~~loss per ~~share~~unit because the grant date prices were greater than the average market price of the common shares,/units and, therefore, the effect would be anti-dilutive.

Note 96 ~~— Equity~~ - Capital Structure

~~The~~At ~~following~~September ~~table~~30, ~~presents~~2013, the ~~changes~~Trust incontrolled CRLP as CRLP's sole general partner and as the ~~issued~~holder of approximately 92.6% of the common ~~shares~~units of ~~beneficial~~CRLP. ~~interest since~~The ~~December 31,~~limited ~~2008~~partners of CRLP who hold common units or “redeemable units” are primarily those persons (~~excluding~~including ~~8,855,184~~certain officers and 8trustees of the Trust) who,~~860~~ at the time of the Trust's initial public offering,~~971~~ elected to hold all or a portion of their interest in the form of units rather than receiving common shares of the Trust, or individuals from whom CRLP atacquired ~~March 31,~~certain ~~2009~~properties ~~and December 31,~~who ~~2008,~~elected ~~respectively~~to receive units in exchange for the properties. Redeemable units represent the number of outstanding limited partnership units as of the date of the applicable balance sheet, ~~which~~valued ~~are~~at the closing market value of the Trust's common shares. Each redeemable unit may be redeemed by the holder thereof for either one common share of the Trust or cash equal to the fair market value ofthereof ~~a common share~~ at the time of ~~redemption~~such orredemption, at the option of the ~~Company, one common share):~~ Trust.

Issued at December 31, 2008			54,169,418
Restricted shares issued (cancelled), net			43,527
Redemption of CRLP units for common shares			5,787
Issuances under other employee and nonemployee share plans			18,784
Issued at March 31, 2009			54,237,516

18 Table of Contents

~~Table~~The Board of ~~Contents~~Trustees of the Trust manages CRLP by directing the affairs of the Trust. The Trust's interest in CRLP entitles the Trust to share in cash distributions from, and in the profits and losses of, CRLP in proportion to the Trust's percentage interest therein and entitle the Trust to vote on all matters requiring a vote of the limited partners.

InNote ~~January 2008,~~7 ~~the~~— Company’s Board of Trustees authorized the repurchase of up to $25.0 million of the Company’s 81/8% Series D preferred depositary shares in a limited number of separate, privately negotiated transactions. Each Series D preferred depositary share represents 1/10 of a share of the Company’s 81/8% Series D Cumulative Redeemable ~~Preferred~~Partnership ~~Shares~~Units of Beneficial Interest, par value $0.01 per share. During the three months ended March 31, 2008, the Company repurchased 306,750 shares of its outstanding Series D preferred depositary shares in privately negotiated transactions for an aggregate purchase price of $7.7 million, at an average price of $24.86 per depositary share. The Company received a discount to the liquidation preference price of $25.00 per depositary share, of approximately $0.1 million, on the repurchase and wrote off approximately $0.3 million of issuance costs. CRLP

OnRedeemable ~~October 29~~units, ~~2008,~~as ~~the~~presented ~~Company’~~on CRLP's ~~Board~~consolidated ofcondensed ~~Trustees~~balance ~~authorized~~sheets, arepresent ~~repurchase program which allows~~ the ~~Company~~limited topartner ~~repurchase~~interests upin toCRLP anheld ~~additional~~by ~~$25.0 million~~individuals ofand ~~our~~entities ~~outstanding~~other ~~Series D preferred~~than ~~depositary~~the ~~shares~~Trust, ~~over~~valued aat ~~12 month~~the ~~period.~~greater ~~The~~of ~~Company~~the ~~did~~closing ~~not~~market ~~repurchase~~price ~~any~~ of ~~its outstanding~~the ~~Series D~~Trust's ~~preferred~~common ~~depositary~~ shares ~~during~~or the ~~three~~aggregate ~~months~~value ~~ended~~of ~~March 31,~~the ~~2009. The~~individual ~~Company~~partners' ~~will~~capital ~~continue~~balances, toas ~~monitor~~of the ~~equity~~applicable ~~markets~~date. ~~and~~At ~~repurchase~~September 30, ~~preferred~~2013 ~~shares~~and ifDecember 31, 2012, the ~~repurchases~~ ~~meet~~value of the ~~required~~redeemable ~~criteria,~~units aswas ~~funds~~$168.6 ~~are~~million ~~available~~and $162.1 Ifmillion, ~~the~~respectively, ~~Company~~based ~~were~~on ~~to repurchase~~the ~~outstanding~~closing ~~Series D~~price ~~depositary~~of ~~shares,~~the itTrust's ~~would~~common ~~expect~~shares toof ~~record~~$22.49 ~~additional~~per ~~non-cash charges~~share ~~related~~and to$21.37 ~~the~~per ~~write-off~~share, ofrespectively, ~~Series D~~on ~~preferred~~those ~~issuance costs~~dates.

InHolders ~~connection with our adoption~~ of ~~SFAS~~common ~~No. 160~~units ~~effective~~are ~~January 1,~~entitled ~~2009, the Company also adopted the recent revisions~~ to ~~EITF~~receive ~~Topic~~distributions ~~D-98,~~in ~~“Classification and Measurement of Redeemable Securities (“D-98”).” As~~ a ~~result~~per ofunit ~~the~~amount ~~Company’s~~equal ~~adoption~~to ~~of these standards, amounts previously reported as limited partners’ interest in consolidated partnerships on~~ the ~~Company’s consolidated~~per ~~condensed~~share ~~balance~~dividends ~~sheets~~made ~~are~~with ~~now~~respect ~~presented~~to aseach ~~noncontrolling~~share ~~interests within equity. There has been no change in the measurement~~ of this line item from amounts previously reported. Additionally, amounts previously reported as preferred units in CRLP are now presented as noncontrolling interests within equity. There has been no change in the ~~measurement~~ ofTrust's ~~this line item from amounts previously reported. Minority interests in~~ common ~~units~~ ~~of CRLP have also been re-characterized as noncontrolling interests~~shares, ~~but~~if ~~because~~and ofwhen the ~~redemption~~ ~~feature~~Board of ~~these~~Trustees ~~units, they have been included in the temporary equity section (between liabilities and equity)~~ of the ~~Company’s~~Trust ~~Consolidated~~declares ~~Condensed~~such ~~Balance~~a ~~Sheets~~dividend. ~~These units~~Each ~~are~~common ~~redeemable~~unit atmay ~~the~~be ~~option~~redeemed ofby the ~~holders~~holder thereof for either cash equal to the fair market value of a one common share of the Trust at the time of such redemption or, at the option of the ~~Company~~Trust, one common share~~. Based~~ onof the ~~requirements~~Trust. ofDuring ~~D-98,~~ the ~~measurement~~nine ofmonths ~~noncontrolling~~ended ~~interests~~September 30, is2013, ~~now~~holders ~~presented at~~redeemed ~~“redemption value” — i.e.~~1,000 ~~the fair value of the~~ units ~~(or~~in ~~limited~~exchange ~~partners’~~for ~~interests)~~an ~~as of~~equal ~~the balance sheet date (based on the Company’s share price multiplied by the~~ number of ~~outstanding~~ ~~units), or~~ the ~~aggregate value of the individual partners’ capital balances, whichever is greater. Previously, these interests were measured based on the noncontrolling interests in CRLP’~~Trust's ~~pro rata share of total~~ common ~~interests, in accordance with EITF 95-7~~shares. The revised presentation and measurement required by SFAS No. 160 and D-98 has been adopted retrospectively. A reconciliation between the amounts previously reported and their current measurements at December 31, 2008 are presented below (in thousands):

						Noncontrolling
	Noncontrolling		Additional			Interests in
	Interests in		Paid-in			Temporary
	Equity		Capital			Equity
Balances at December 31, 2007, as previously reported	$	—	$	1,577,030		$	319,543
Allocation to noncontrolling interests in CRLP		—		(14,784	)		14,784
Adjustment of common units to “redemption value”		—		17,722			(17,722	)
Impact of the adoption of SFAS No. 160 on preferred units		100,000		—			(100,000	)
Impact of the adoption of SFAS No. 160 on limited partners’ interests in consolidated partnerships		2,439		—			(2,439	)
Adjusted balance as of December 31, 2007	$	102,439	$	1,579,968		$	214,166
Balances at December 31, 2008, as previously reported	$	—	$	1,578,992		$	267,696
Allocation to noncontrolling interests in CRLP		—		(30,688	)		30,688
Adjustment of common units to “redemption value”		—		71,593			(71,593	)
Impact of the adoption of SFAS No. 160 on preferred units		100,000		—			(100,000	)
Impact of the adoption of SFAS No. 160 on limited partners’ interests in consolidated partnerships		1,943		—			(1,943	)
Adjusted balance as of December 31, 2008	$	101,943	$	1,619,897		$	124,848

Note 8 — Segment Information

19 CRLP currently manages its business based on the performance of two operating segments: multifamily and commercial. The multifamily and commercial segments have separate management teams that are responsible for acquiring, developing, managing and leasing properties within each respective segment.

~~Table~~Multifamily management is responsible for all aspects of ~~Contents~~CRLP's multifamily property operations, including the management and leasing services for 116 multifamily apartment communities, as well as third-party management services for multifamily apartment communities in which CRLP does not have an ownership interest. Additionally, the multifamily management team is responsible for all aspects of for-sale developments, including disposition activities. The multifamily segment includes the operations and assets of the for-sale developments due to the insignificance of these operations in the periods presented. Commercial management is responsible for all aspects of CRLP’s commercial property operations, including the management and leasing services for six commercial properties, as well as third-party management services for commercial properties in which CRLP does not have an ownership interest, and for brokerage services in other commercial property transactions.

The ~~composition~~pro-rata portion of ~~noncontrolling~~the ~~interests~~revenues and net operating income (“NOI”) of the partially-owned unconsolidated entities in which CRLP has an interest are included in the applicable segment information. Additionally, the revenues and NOI of properties sold that are classified as discontinued operations are also included in the applicable segment information. In reconciling the segment information presented below to total revenues, income/loss from continuing operations and total assets, investments in partially-owned unconsolidated entities are eliminated as equity investments, and discontinued operations are reported separately. Management evaluates the performance of its multifamily and commercial segments and allocates resources to them based on segment NOI. Segment NOI is defined as ~~follows~~total atproperty ~~March 31~~revenues (including minimum rent and other property-related revenue) less total property operating expenses (including such items as general and administrative expenses, ~~2009~~ on-site payroll, repairs and ~~December 31~~maintenance, ~~2008~~real estate taxes, insurance and advertising), and includes revenues/expenses from unconsolidated partnerships and joint ventures. Same-property NOI is defined as property revenues (inincluding ~~thousands~~minimum rent and other property-related revenue): less property operating expenses (including such items as general and administrative expenses, on-site payroll, repairs and maintenance, real estate taxes, insurance and advertising) for CRLP's consolidated stabilized multifamily apartment communities owned for the entirety of the periods presented. Same-property communities may be adjusted during the year to account for properties that have been sold. Presented below is segment information, for the multifamily and commercial segments, including the reconciliation of total segment revenues to total revenues and total segment NOI to income/loss from continuing operations before noncontrolling interest for the three and nine months ended September 30, 2013 and 2012, total segment capitalized expenditures to total capitalized expenditures and total segment assets to total assets as of September 30, 2013 and December 31, 2012.

	March 31,		December 31,
	2009		2008
Preferred units in CRLP	$	100,000	$	100,000
Limited partners’ interests in consolidated partnerships		1,489		1,943
Total	$	101,489	$	101,943

~~The~~Table ~~changes~~of ~~in redeemable noncontrolling interests for the three months ended March 31, 2009 and the year ended December 31, 2008 are presented below (in thousands):~~ Contents

		Three Months
	Three Months Ended								Nine Months Ended
		Ended				Year Ended
	September 30,								September 30,
		March 31, 2009				December 31, 2008
($ in thousands)	2013				2012				2013			2012
Balance at beginning of period		$	124,848			$	214,166
Revenues:
Redemption value of allocation of redeemable noncontrolling interests			(7,168	)			(51,795	)
Segment revenues:
Redemption of CRLP units for common shares			(31	)			(9,287	)
Multifamily - Same Property (1)	$	88,285			$	84,343			$	259,743		$	247,994
Distributions to noncontrolling interests			(2,215	)			(17,011	)
Multifamily - Other (2)	11,643				8,897				33,215			23,299
Net income (loss)			2,531				(11,225	)
Total multifamily	99,928				93,240				292,958			271,293
Balance at end of period		$	117,965			$	124,848
Commercial	5,237				13,693				25,588			49,080
Total segment revenues	105,165				106,933				318,546			320,373
Partially-owned unconsolidated entities - Multifamily	(85		)		(489		)		(642		)	(1,441		)
Partially-owned unconsolidated entities - Commercial	(367		)		(1,165		)		(1,235		)	(10,349		)
Other non-property related revenue	69				1,275				373			4,090
Discontinued operations property revenue	(965		)		(13,410		)		(13,063		)	(40,930		)
Total consolidated revenues	$	103,817			$	93,144			$	303,979		$	271,743
NOI:
Segment NOI:
Multifamily - Same Property (1)	$	50,941			$	50,487			$	156,488		$	150,403
Multifamily - Other (2)	5,844				4,483				16,918			11,476
Total multifamily	56,785				54,970				173,406			161,879
Commercial	3,088				9,179				16,789			32,911
Total segment NOI	59,873				64,149				190,195			194,790
Partially-owned unconsolidated entities - Multifamily	(30		)		(255		)		(321		)	(768		)
Partially-owned unconsolidated entities - Commercial	(244		)		(823		)		(885		)	(6,528		)
Other non-property related revenue	69				1,275				373			4,090
Discontinued operations property NOI	(222		)		(5,318		)		(6,043		)	(22,615		)
Impairment and other losses - discontinued operations (3)	(254		)		(2,979		)		(2,111		)	(3,251		)
Property management expense	(5,755		)		(3,238		)		(15,067		)	(9,085		)
General and administrative expense	(6,993		)		(5,896		)		(16,299		)	(17,108		)
Management fees and other expenses	(584		)		(1,392		)		(855		)	(5,206		)
Merger-related expenses (4)	(17,294		)		—				(18,447		)	—
Investment and development expenses (5)	(129		)		(41		)		(689		)	(632		)
Depreciation	(31,333		)		(28,496		)		(91,935		)	(84,286		)
Amortization	(480		)		(387		)		(2,530		)	(2,293		)
Impairment and other losses (3)	(28,343		)		(547		)		(29,345		)	(1,441		)
(Loss) income from operations	(31,719		)		16,052				6,041			45,667
Total other income (expense), net	(21,887		)		(24,627		)		(64,343		)	(55,067		)
Loss from continuing operations	$	(53,606	)		$	(8,575	)		$	(58,302	)	$	(9,400	)
	Three Months Ended								Nine Months Ended
	September 30,								September 30,
($ in thousands)	2013				2012				2013			2012
Development and Capitalized Expenditures:
Multifamily	$	26,926			$	29,161			$	79,979		$	80,754
Commercial	4,126				1,921				10,644			8,759
Corporate	53				—				119			191
Total consolidated development and capitalized
expenditures	$	31,105			$	31,082			$	90,742		$	89,704

~~Also~~ effective with the adoption of SFAS No. 160, previously reported minority interests have been re-characterized on the accompanying Consolidated Condensed Statements of Income to noncontrolling interests and placed below “Net income (loss)” before arriving at “Net income (loss) attributable to parent company.” 16

~~Note~~Table 10of ~~— Segment Information~~ Contents

Prior to December 31, 2008, the Company had four operating segments: multifamily, office, retail and for-sale residential. Since January 1, 2009, the Company has managed its business based on the performance of two operating segments: multifamily and commercial. The change in reporting segments is a result of the Company’s strategic initiative to become a multifamily-focused REIT including reorganizing the Company and streamlining the business. The multifamily and commercial segments have separate management teams that are responsible for acquiring, developing, managing and leasing properties within each respective segment. The multifamily management team is responsible for all aspects of for-sale developments, including disposition activities, as well as the condominium conversion properties and related sales. The multifamily segment includes the operations and assets of the for-sale developments due to the insignificance of these operations (which were previously reported as a separate operating segment) in the periods presented.




	As of
	September 30,		December 31,
($ in thousands)	2013		2012
Assets:
Segment assets:
Multifamily	$	2,725,497	$	2,669,843
Commercial	162,944		450,582
Total segment assets	2,888,441		3,120,425
Unallocated corporate assets ₍₆₎	155,988		165,735
Total Assets	$	3,044,429	$	3,286,160

The pro-rata portion of the revenues, net operating income (“NOI”), and assets of the partially-owned unconsolidated entities that the Company has entered into are included in the applicable segment information. Additionally, the revenues and NOI of properties sold that are classified as discontinued operations are also included in the applicable segment information. In reconciling the segment information presented below to total revenues, income from continuing operations, and total assets, investments in partially-owned unconsolidated entities are eliminated as equity investments and their related activity are reflected in the consolidated financial statements as investments accounted for under the equity method, and discontinued operations are reported separately. Management evaluates the performance of its multifamily and commercial segments and allocates resources to them based on segment NOI. Segment NOI is defined as total property revenues, including unconsolidated partnerships and joint ventures, less total property operating expenses (such items as repairs and maintenance, payroll, utilities, property taxes, insurance and advertising). Presented below is segment information, for the multifamily and commercial segments, including the reconciliation of total segment revenues to total revenues and total segment NOI to income from continuing operations for the three months ended March 31, 2009 and 2008, and total segment assets to total assets as of March 31, 2009 and December 31, 2008. ______________________

20 (1) Consists of 101 consolidated multifamily communities, containing 30,938 apartment units, continuously owned since January 1, 2012.

~~Table~~(2) ofIncludes ~~Contents~~all multifamily communities other than same-property communities and operations from the for-sale portfolio.

	Three Months Ended
	March 31,
(in thousands)	2009			2008
Revenues:
Segment Revenues:
Multifamily	$	77,142		$	78,295
Commercial		23,474			23,318
Total Segment Revenues		100,616			101,613
Partially-owned unconsolidated entities — Multifamily		(1,999	)		(2,219	)
Partially-owned unconsolidated entities — Commercial		(16,486	)		(18,481	)
Construction revenues		35			7,879
Other non-property related revenue		3,455			5,206
Discontinued operations property revenues		(1,331	)		(5,163	)
Total Consolidated Revenues		84,290			88,835
NOI:
Segment NOI:
Multifamily		44,585			47,097
Commercial		15,059			15,191
Total Segment NOI		59,644			62,288
Partially-owned unconsolidated entities — Multifamily		(1,031	)		(1,129	)
Partially-owned unconsolidated entities — Commercial		(10,572	)		(11,905	)
Unallocated corporate revenues		3,455			5,206
Discontinued operations property NOI		(368	)		(2,771	)
Impairment — discontinued operations (1)		(318	)		—
Construction NOI		1			613
Property management expenses		(1,918	)		(2,241	)
General and administrative expenses		(4,383	)		(5,780	)
Management fee and other expenses		(4,217	)		(3,591	)
Restructuring charges		(812	)		—
Investment and development (2)		(165	)		(769	)
Impairment — continuing operations (3)		(736	)		—
Depreciation		(27,785	)		(23,257	)
Amortization		(873	)		(759	)
Income from operations		9,922			15,905
Total other income, net (4)		10,642			628
Income before minority interest and discontinued operations	$	20,564		$	16,533


(3)	See Note 3 - "Real Estate Activities - Impairment and Other Losses" for a description of these charges.

	March 31,		December 31,
(in thousands)	2009		2008
Assets
Segment Assets
Multifamily	$	2,563,147	$	2,579,376
Commercial		393,928		402,914
Total Segment Assets		2,957,075		2,982,290
Unallocated corporate assets (5)		173,221		172,879
	$	3,130,296	$	3,155,169


(4)	Includes consulting and advisory fees associated with the MAA merger, which was effective on October 1, 2013.

~~Footnotes~~(5) onReflects ~~following~~costs ~~page~~incurred related to acquisitions and abandoned pursuits. These costs are volatile and, therefore, may vary between periods.

21 (6) Includes CRLP's investment in partially-owned entities of $4.3 million and $7.8 million as of September 30, 2013 and December 31, 2012, respectively.

~~Table~~Note of9 ~~Contents~~— Investment in Partially-Owned Entities

(1)		The $0.3 million impairment charge recorded during the three months ended March 31, 2009 was a result of the sale of Regents Park (see Note 6).
(2)		Reflects costs incurred related to abandoned pursuits. Abandoned pursuits are volatile and, therefore, may vary between periods.
(3)		The $0.7 million impairment charge recorded during the three months ended March 31, 2009 is a result of the Company’s decision to transfer its remaining noncontrolling joint venture interest in Colonial Pinnacle Craft Farms I to the majority joint venture partner (see Note 11).
(4)		For-sale residential activities including net gain on sales and income tax expense (benefit) are included in other income (see Note 6 related to for-sale activities).
(5)		Includes the Company’s investment in partially-owned entities of $40,890 as of March 31, 2009 and $46,221 as of December 31, 2008.

Investments in unconsolidated partially-owned entities at September 30, 2013 and December 31, 2012 consisted of the following:

Note 11 — Investment in Partially-Owned Entities



		As of
	Percent	September 30,		December 31,
($ in thousands)	Owned	2013		2012
Multifamily:
Belterra, Ft. Worth, TX	10%	$	179	$	300
CG at Huntcliff, Atlanta, GA₍₁₎	—%	24		1,195
CG at McKinney, Dallas, TX ₍₂₎	25%	1,866		1,715
Regents Park (Phase II), Atlanta, GA ₍₂₎₍₃₎	—%	46		2,460
Total Multifamily		$	2,115	$	5,670

Commercial:
600 Building Partnership, Birmingham, AL	33%	201		357
Colonial Promenade Smyrna, Smyrna, TN	50%	1,966		1,683
Highway 150, LLC, Birmingham, AL	—%	—		50
Total Commercial		$	2,167	$	2,090

Other:
Colonial/Polar-BEK Management Company, Birmingham, AL	50%	—		17
Total Other		$	—	$	17

Investment in partially-owned entities		$	4,282	$	7,777

The Company accounts for the following investments in partially-owned entities using the equity method. The following table summarizes the investments in partially-owned entities as of March 31, 2009 and December 31, 2008: ___________________

				(in thousands)
	Percent			March 31,			December 31,
	Owned			2009			2008
Multifamily:
Belterra, Ft. Worth, TX		10.00	%		595			616
Regents Park (Phase II), Atlanta, GA		40.00	%(1)		3,417			3,424
CG at Huntcliff, Atlanta, GA		20.00	%		1,808			1,894
CG at McKinney, Dallas, TX (Development)		25.00	%		1,720			1,521
CG at Research Park, Raleigh, NC		20.00	%		1,024			1,053
CG at Traditions, Gulf Shores, AL		35.00	%		447			570
CMS / Colonial Joint Venture I		15.00	%		254			289
CMS / Colonial Joint Venture II		15.00	%		(481	)		(461	)
CMS Florida		25.00	%		(611	)		(561	)
CMS Tennessee		25.00	%		46			114
CMS V / CG at Canyon Creek, Austin, TX		25.00	%		584			638
DRA Alabama		10.00	%		800			921
DRA CV at Cary, Raleigh, NC		20.00	%		1,704			1,752
DRA Cunningham, Austin, TX		20.00	%		869			896
DRA The Grove at Riverchase, Birmingham, AL		20.00	%		1,256			1,291
Total Multifamily					13,432			13,957
Commercial:
600 Building Partnership, Birmingham, AL		33.33	%		132			118
Colonial Center Mansell JV		15.00	%		618			727
Colonial Promenade Alabaster II/Tutwiler II, Birmingham, AL		5.00	%		(178	)		(173	)
Colonial Promenade Craft Farms, Gulf Shores, AL		15.00	%(2)		—			823
Colonial Promenade Madison, Huntsville, AL		25.00	%		2,173			2,187
Colonial Promenade Smyrna, Smyrna, TN		50.00	%		2,777			2,378
DRA / CRT JV		15.00	%(3)		21,626			24,091
DRA / CLP JV		15.00	%(4)		(12,037	)		(10,976	)
Highway 150, LLC, Birmingham, AL		10.00	%		67			67
Huntsville TIC, Huntsville , AL		10.00	%(5)		(3,966	)		(3,746	)
OZRE JV		17.10	%(6)		(7,972	)		(7,579	)
Parkside Drive LLC I, Knoxville, TN		50.00	%		4,363			4,673
Parkside Drive LLC II, Knoxville, TN (Development)		50.00	%		6,979			6,842
Parkway Place Limited Partnership, Huntsville, AL		50.00	%		11,097			10,690
Total Commercial					25,679			30,122
Other:
Colonial / Polar-BEK Management Company, Birmingham, AL		50.00	%		17			33
Heathrow, Orlando, FL		50.00	%		1,762			2,109
					1,779			2,142
				$	40,890		$	46,221


(1)	In June 2013, the Colonial Grand at Huntcliff joint venture sold its asset.

~~Footnotes~~(2) onThese ~~following~~joint ~~page~~ventures consist of undeveloped land.

22 (3) In May 2013, the Regents Park (Phase II) joint venture sold its asset.

~~Table~~In June 2013, the Colonial Grand at Huntcliff joint venture sold its asset, a 358-unit multifamily apartment community located in Atlanta, Georgia, for $41.1 million. CRLP, having a 20% noncontrolling interest in the joint venture, received $3.1 million in cash, net of ~~Contents~~selling costs, and was released from its pro-rata share of the mortgage debt, which was $4.9 million. The proceeds from the sale were used to repay a portion of the outstanding balance on CRLP's Credit Facility.

(1)		The Regents Park Joint Venture (Phase II) consists of undeveloped land.
(2)		The Company has reached an agreement in principle to transfer its remaining 15% noncontrolling joint venture interest in Colonial Pinnacle Craft Farms I (see below).
(3)		As of March 31, 2009, this joint venture included 17 properties located in Ft. Lauderdale, Jacksonville and Orlando, Florida; Atlanta, Georgia; Charlotte, North Carolina; Memphis, Tennessee and Houston, Texas.
(4)		As of March 31, 2009, this joint venture included 16 office properties and 2 retail properties located in Birmingham, Alabama; Orlando and Tampa, Florida; Atlanta, Georgia; Charlotte, North Carolina and Austin, Texas. Equity investment includes the value of the Company’s investment of approximately $21.7 million, offset by the excess basis difference on the June 2007 joint venture transaction of approximately $33.7 million, which is being amortized over the life of the properties.
(5)		Equity investment includes the Company’s investment of approximately $3.5 million, offset by the excess basis difference on the transaction of approximately $7.5 million, which is being amortized over the life of the properties.
(6)		As of March 31, 2009, this joint venture included 11 retail properties located in Birmingham, Alabama; Jacksonville, Orlando, Punta Gorda and Tampa, Florida; Athens, Georgia and Houston, Texas. Equity investment includes the value of the Company’s investment of approximately $8.6 million, offset by the excess basis difference on the June 2007 joint venture transaction of approximately $16.6 million, which is being amortized over the life of the properties.

In May 2013, the Regents Park (Phase II) joint venture sold its asset, consisting of undeveloped land located in Atlanta, Georgia, for $6.2 million. CRLP, having a 40% noncontrolling interest in the joint venture, received $2.3 million in cash, which was used to repay a portion of the outstanding balance on CRLP's Credit Facility. In September 2012, CRLP recorded a $0.5 million non-cash impairment charge, which represents CRLP's pro-rata share of the charge, related to the undeveloped

In February 2009, the Company reached an agreement in principle to transfer its remaining 15% noncontrolling joint venture interest in Colonial Pinnacle Craft Farms I, a 220,000-square-foot (excluding anchor-owned square-footage) retail shopping center located in Gulf Shores, Alabama, to the majority joint venture partner. The Company had previously sold 85% of its interest in this development for $45.7 million in July 2007 and recognized a gain of approximately $4.2 million, after tax, from that sale. As a result of this agreement and the resulting valuation, the Company recorded an impairment of approximately $0.7 million during the three months ended March 31, 2009 with respect to the Company’s remaining equity interest in the joint venture. The Company’s pro-rata share of the existing joint venture’s mortgage debt is approximately $6.5 million. 17

~~The~~Table ~~following table summarizes balance sheet financial data~~ of ~~significant unconsolidated joint ventures in which the Company had ownership interests as of March 31, 2009 and December 31, 2008 (dollar amounts in thousands):~~ Contents

	Total Assets				Total Debt				Total Equity
	2009		2008		2009		2008		2009		2008
DRA/CRT	$	1,157,408	$	1,189,996	$	940,829	$	940,981	$	185,284	$	201,447
DRA/CLP		901,032		927,397		741,907		741,907		144,488		153,962
OZRE		345,467		363,589		292,370		292,714		49,495		52,890
Huntsville TIC		223,045		224,644		107,540		107,540		34,538		36,112
	$	2,626,952	$	2,705,626	$	2,082,646	$	2,083,142	$	413,805	$	444,411

land held in this joint venture. This charge was presented in "Income (loss) from partially-owned unconsolidated entities" in the Consolidated Condensed Statements of Operations and Comprehensive Income (Loss) of CRLP.

~~The~~In ~~following~~January ~~table~~2013, ~~summarizes~~CRLP ~~income~~sold ~~statement~~its ~~financial~~10% ~~data~~noncontrolling ofinterest ~~significant~~in ~~unconsolidated joint~~Colonial ~~ventures~~Promenade Hoover (Highway 150, LLC), a 172,000 square-foot (excluding anchor-owned square feet) retail asset located in Birmingham, Alabama. CRLP received $0.5 million in cash and was released from its pro-rata share of the mortgage debt, which was $1.5 million. The proceeds from the ~~Company~~sale ~~had~~were ~~ownership~~used ~~interests~~to ~~for~~repay a portion of the ~~three~~outstanding ~~months~~balance ~~ended~~on ~~March 31~~CRLP's Credit Facility. As a result of this transaction, ~~2009~~ ~~and~~CRLP ~~2008~~is ~~(dollar~~no ~~amounts~~longer inliable ~~thousands):~~ for the guarantee, pursuant to which CRLP served as a guarantor of $1.0 million of debt related to the joint venture.

	Total Revenues				Net Income						Share of Net Income
	2009		2008		2009			2008			2009			2008
DRA/CRT	$	40,560	$	42,495	$	(3,433	)	$	(4,668	)	$	(344	)	$	(530	)
DRA/CLP		28,454		28,397		(4,054	)		(4,360	)		(60	)		(96	)
OZRE		8,687		8,583		(2,044	)		(2,493	)		(128	)		(38	)
Huntsville TIC		6,463		5,762		(2,090	)		(2,619	)		(117	)		1,797
	$	84,164	$	85,237	$	(11,621	)	$	(14,140	)	$	(649	)	$	1,133

Effective June 30, 2012, CRLP's remaining 15% noncontrolling interest in the 18-asset DRA/CLP joint venture was redeemed by the joint venture in exchange for $2.0 million, and CRLP is no longer responsible for approximately $111.3 million of mortgage debt, which represented CRLP's pro rata share of the joint venture's mortgage debt. The $2.0 million contingent consideration is payable to CRLP following the occurrence of one or more capital events and after certain returns have been achieved with respect to additional capital expected to be invested in the joint venture by other members of the joint venture. However, CRLP has assigned no value to this consideration. As a result of the transaction, during the second quarter of 2012, CRLP recognized a gain of approximately $21.9 million (presented in “Income (loss) from partially-owned unconsolidated entities” on CRLP's Consolidated Condensed Statements of Operations and Comprehensive Income (Loss)), the majority of which had been deferred since the formation of the DRA/CLP joint venture in 2007. The gain is net of a $3.2 million non-cash impairment charge, which represents CRLP's pro-rata share of an impairment recorded by the joint venture. Along with the redemption of its interest in the DRA/CLP joint venture, CRLP has reduced its workforce in the commercial segment by a total of 27 employees through the elimination of certain positions. As a result, approximately $1.4 million in termination benefits and severance-related charges are included in “Income (loss) from partially-owned unconsolidated entities” on CRLP's Consolidated Condensed Statements of Operations and Comprehensive Income (Loss) for the year ended December 31, 2012, all of which had been paid as of September 30, 2013. CRLP transitioned the management of the properties and certain leasing responsibilities to a third party as of September 30, 2012. As a result of this transaction, CRLP no longer has an interest in this joint venture.

23 In February 2012, CRLP sold its 25% noncontrolling joint venture interest in Colonial Promenade Madison, a 111,000 square-foot retail center located in Huntsville, Alabama, to a minority partner for total consideration of $3.0 million. CRLP recognized a gain of approximately $1.0 million on this transaction. Proceeds from the sale were used to repay a portion of the outstanding balance on CRLP's Credit Facility. As a result of this transaction, CRLP no longer has an interest in this joint venture.

~~Table~~Combined financial information for CRLP’s investments in unconsolidated partially-owned entities since the respective dates of ~~Contents~~CRLP’s acquisitions is as follows:

Investments in Variable Interest Entities



	As of
	September 30,		December 31,
($ in thousands)	2013		2012
Balance Sheet
Assets
Land, building and equipment, net	$	45,082	$	92,366
Construction in progress	11,293		12,701
Other assets	2,326		10,347
Total assets	$	58,701	$	115,414
Liabilities and partners’ equity
Notes payable ₍₁₎	$	43,156	$	83,738
Other liabilities	1,395		2,238
Partners’ equity	14,150		29,438
Total liabilities and partners’ equity	$	58,701	$	115,414

The Company evaluates all transactions and relationships with variable interest entities (VIEs) to determine whether the Company is the primary beneficiary of the entities in accordance with FASB Interpretation No. 46R, “Consolidation of Variable Interest Entities — An Interpretation of ARB No. 51” (FIN 46R). ___________________

An(1) ~~overall~~CRLP’s ~~methodology~~pro-rata ~~for~~share ~~evaluating~~of ~~transactions~~indebtedness, as calculated based on ownership percentage, at September 30, 2013 and ~~relationships~~December ~~under~~31, ~~the~~2012, ~~VIE requirements~~was ~~includes~~$13.9 ~~the~~million ~~following~~and ~~two~~$20.7 ~~steps:~~ million, respectively.

• ~~determine whether the entity meets the criteria to qualify as a VIE, and • determine whether the Company is the primary beneficiary of the VIE.~~18

~~When~~Table ~~evaluating whether an investment (or other transaction) qualifies as a VIE, the significant factors and judgments that the Company considers consist~~ of ~~the following:~~ Contents

• the design of the entity, including the nature of its risks and the purpose for which the entity was created, to determine the variability that the entity was designed to create and distribute to its interest holders; • the nature of the Company’s involvement with the entity; • whether control of the entity may be achieved through arrangements that do not involve voting equity; • whether there is sufficient equity investment at risk to finance the activities of the entity; • whether parties other than the equity holders have the obligation to absorb expected losses or the right to receive residual returns; and • whether the voting rights and the economic rights are proportional.



	Three Months Ended						Nine Months Ended
	September 30,						September 30,
($ in thousands)	2013			2012			2013			2012
Statement of Operations
Revenues	$	1,629		$	11,131		$	7,206		$	78,765
Operating expenses	(782		)	(5,024		)	(3,051		)	(31,327		)
Interest expense	(626		)	(4,762		)	(2,299		)	(35,386		)
Depreciation, amortization and other	(320		)	(3,711		)	8,842			(29,249		)
Net (loss) income₍₁₎	$	(99	)	$	(2,366	)	$	10,698		$	(17,197	)

~~For each VIE identified, the Company evaluates whether it is the primary beneficiary by considering the following significant factors and judgments:~~ ___________________

•(1) ~~whether~~In ~~the~~addition ~~Company~~to including CRLP’s ~~variable~~pro-rata ~~interest~~share ~~absorbs~~of ~~the~~income ~~majority~~(loss) offrom ~~the~~partially-owned ~~VIE’s~~unconsolidated ~~expected losses~~entities, •“Income ~~whether~~(loss) ~~the~~from ~~Company’s~~partially-owned ~~variable~~unconsolidated ~~interest~~entities” ~~receives~~of ~~the~~$0.3 ~~majority~~million ofand $(0.5) million for the ~~VIE’s~~three ~~expected~~months ~~returns~~ended September 30, 2013 and •2012, ~~whether~~respectively, ~~the~~and ~~Company~~$3.2 ~~has~~million and $17.4 million for the ~~ability~~nine tomonths ~~make~~ended ~~decisions~~September ~~that~~30, ~~significantly~~2013 ~~affect~~and ~~the~~2012, ~~VIE~~respectively, includes gains on CRLP’s ~~results~~dispositions of joint-venture interests and ~~activities~~amortization of basis differences which are not reflected in the table above.

~~Based~~Note on10 ~~the~~— ~~Company’s~~Financing ~~evaluation~~Activities of the above factors and judgments, as of March 31, 2009, the Company does not have a controlling interest, nor is the Company the primary beneficiary of any VIEs for which there is a significant variable interest. Also, as of March 31, 2009, the Company has interests in three VIEs with significant variable interests for which the Company is not the primary beneficiary.

~~Unconsolidated~~Unsecured ~~Variable~~Revolving ~~Interest~~Credit ~~Entities~~ Facility

AsOn of March 31 30, ~~2009~~2012, CRLP, with the ~~Company~~Trust ~~has~~as ~~interests~~guarantor, inentered ~~three~~into ~~VIEs~~a $500.0 million unsecured revolving Credit Facility with ~~significant~~Wells ~~variable interests~~Fargo ~~for~~Bank, ~~which~~National ~~the~~Association ~~Company~~("Wells isFargo"), ~~not~~as administrative agent for the ~~primary~~lenders, ~~beneficiary~~and certain other financial institutions party thereto as agents and lenders. The ~~following~~Credit isFacility ~~summary information~~has asa maturity date of March 31 29, ~~2009~~2016, ~~regarding~~with ~~these~~a ~~unconsolidated~~one-year ~~VIEs:~~ extension option, which may be exercised as long as there is no existing default and upon payment of a 0.20% extension fee. The Credit Facility includes an accordion feature that allows the total commitments to be increased to $700.0 million, subject to certain conditions, including obtaining commitments from any one or more lenders, whether or not currently a lender under the Credit Facility.

~~(in~~The ~~thousands)~~ spread over LIBOR for syndicated borrowings under the Credit Facility ranges from 1.00% to 1.80% and the facility fee ranges from 0.15% and 0.40%, each based on the credit ratings of CRLP's senior unsecured debt from time to time. As of September 30, 2013, the Credit Facility had a stated interest rate of LIBOR plus 1.40% and required the payment of an annual facility fee equal to 0.30% of the aggregate loan commitments. The Credit Facility also includes an uncommitted competitive bid option for up to $250.0 million of the $500.0 million Credit Facility, which can be utilized if CRLP maintains an investment grade credit rating from either Moody's Investors Services, Inc., or Standard & Poor's Ratings Services. This option would allow participating banks to bid to provide CRLP loans at a rate that may be lower than the stated rate for syndicated borrowings.

					Maximum
	Carrying Amount		Potential Additonal		Exposure to
VIE	of Investment		Support Obligation		Loss
DRA/CRT JV	$	21,626	$	17,000	$	38,626
CG at Canyon Creek		584		4,000		4,584
CG at Traditions		447		3,500		3,947

The Credit Facility includes certain events of default including, but not limited to, nonpayment of principal, interest, fees or other amounts, failure to perform certain covenants, an event of default under any other indebtedness in the aggregate greater than or equal to $25.0 million, an event of default under CRLP's unsecured term loan, and bankruptcy of other insolvency events. The occurrence of an event of default, following any applicable cure period, would permit the lenders to, among other things, declare the principal, accrued interest and other obligations of CRLP under the Credit Facility to be immediately due and payable.

Both the Credit Facility and term loan agreements (described below) under "Senior Unsecured Term Loans" require that CRLP satisfy similar financial and operational covenants, including the following:



	As of
	September 30, 2013	Requirements:
Fixed Charge Ratio	2.2x	>1.5x
Debt to Total Asset Value Ratio	43%	<60.0%
Secured Debt to Total Asset Value Ratio	18%	<40.0%
Unencumbered Leverage Ratio	40%	<62.5%
Permitted Investments Ratio	10%	<30.0%
Tangible Net Worth ($ in billions)	$2.1	$1.0

~~Table~~At ofSeptember 30, ~~Contents~~2013, CRLP was in compliance with these covenants.

In September 2005, the Company acquired, through CRLP, a 15% partnership interest in CRT Properties, Inc. (“CRT”) through a joint venture (the “DRA CRT JV”) with DRA Advisors LLC (“DRA”). CRT owns a portfolio of 17 office properties located primarily in the southeastern United States. With respect to the Company’s investment in DRA/CRT JV, the Company is entitled to receive distributions in excess of its ownership interest if certain target return thresholds are satisfied. In addition, during September 2005, in connection with the acquisition of CRT with DRA, CRLP guaranteed approximately $50.0 million of third-party financing obtained by the DRA/CRT JV with respect to 10 of the CRT properties. During 2006, seven of the ten properties were sold. The DRA/CRT JV is obligated to reimburse CRLP for any payments made under the guaranty before making distributions of cash flows or capital proceeds to the DRA/CRT JV partners. As of March 31, 2009, this guarantee, which matures in January 2010, has been reduced to $17.0 million as a result of the pay down of the associated collateralized debt from the sales of assets. 19

~~The~~Table ~~Company committed to guarantee up to $4.0 million~~ of a $27.4 million construction loan obtained by the Colonial Grand at Canyon Creek joint venture, which represents a guaranty that is greater than the Company’s proportionate interest in this joint venture. Accordingly, this investment qualifies as a VIE. However, the Company has determined that it is remote that it would absorb a majority of the expected losses for this joint venture and, therefore, does not consolidate this investment. Contents

~~The~~In ~~Company~~addition ~~committed~~to ~~with~~the ~~its~~Credit ~~joint~~Facility, ~~venture~~CRLP ~~partner~~has toa ~~guarantee up to~~ $735.0 ~~million~~ ~~of a $34.1~~ million ~~construction~~cash ~~loan~~management ~~obtained~~line provided by ~~the~~Wells ~~Colonial~~Fargo, ~~Grand~~which atwas ~~Traditions~~amended ~~joint venture. The Company~~ and ~~its~~restated ~~joint~~in ~~venture~~April ~~partner~~2012 ~~each committed to provide 50% of~~ (the ~~guarantee,~~"Cash ~~which~~Management ~~is different from the venture’s voting and economic interests~~Line"). As ~~a result~~amended, ~~this~~the ~~investment~~Cash ~~qualifies~~Management asLine ~~a VIE but the Company~~ has ~~determined~~a ~~that~~maturity itdate ~~is remote that it would absorb a majority~~ of ~~the~~March ~~expected losses for this joint venture and~~29, ~~therefore, does not consolidate this investment~~2016.

~~Note~~The 12Credit —Facility ~~Financing~~and ~~Activities~~ the cash management line had an outstanding balance at September 30, 2013 of $135.0 million, consisting of $135.0 million outstanding on the Credit Facility and zero outstanding on the cash management line. The weighted average interest rate of the Credit Facility and the Cash Management Line was 1.58% and 1.61% as of September 30, 2013 and 2012, respectively.

InSenior ~~the~~Unsecured ~~first~~Term quarter 2009, the Company, through a wholly-owned special purpose subsidiary of CRLP, closed on a $350 million collateralized loan (the “Loan”) originated by PNC ARCS LLC for repurchase by Fannie Mae (NYSE: FNM). Of the $350 million, $259 million bears interest at a fixed interest rate equal to 6.07% and $91 million bears interest at a fixed interest rate of 5.96%. The weighted average interest rate for the Loan is 6.04%. The Loan matures on March 1, 2019 and requires accrued interest to be paid monthly with no scheduled principal payments required prior to the maturity date. The Loan is collateralized by 19 of CRLP’s multifamily apartment communities totaling 6,565 units. The entire Loan amount was drawn on February 27, 2009. The proceeds from the Loan were used to repay a portion of the outstanding borrowings under the Company’s $675.0 million Credit Facility (defined below). Loans

AsOn ofMay ~~March 31~~11, ~~2009~~2012, CRLP, with the ~~Company~~Trust as guarantor, ~~had~~entered into a ~~$675~~term loan agreement with U.~~0 million~~S. ~~unsecured credit~~Bank ~~facility~~National (Association, as ~~amended~~administrative agent and a lender, ~~the~~and ~~“Credit~~certain ~~Facility”)~~other ~~with~~financial ~~Wachovia~~institutions ~~Bank,~~party ~~National~~thereto ~~Association (“Wachovia”)~~as lenders, aswhich ~~Agent~~provides for ~~the~~a ~~lenders,~~$150.0 ~~Bank~~million senior unsecured term loan. As of ~~America~~September 30, N2013, the term loan had an outstanding balance of $150.A0 million. The asterm ~~Syndication~~loan ~~Agent,~~bears ~~Wells~~interest ~~Fargo Bank,~~at ~~National~~LIBOR ~~Association,~~plus ~~Citicorp~~a ~~North~~margin ~~America,~~ranging ~~Inc~~from 1.10% to 2.05% based on the credit ratings on CRLP's unsecured debt from time to time. CRLP entered into two interest rate swaps (see Note 11 - "Derivatives and ~~Regions~~Hedging") ~~Bank,~~to asfix Cothe interest rate through maturity at an all-~~Documentation Agents~~in initial rate of 2.71%, ~~and~~based Uon an initial margin of 1.S60%. ~~Bank~~The ~~National~~term ~~Association~~loan ~~and~~matures ~~PNC~~on ~~Bank~~May 11, ~~National~~2017 ~~Association~~and may be prepaid, asin ~~Co-Senior Managing~~whole ~~Agents~~or ~~and~~in ~~other~~part, ~~lenders~~at ~~named~~any ~~therein~~time, without premium or penalty. The ~~Credit~~proceeds ~~Facility~~from ~~has~~the aterm ~~maturity~~loan ~~date~~were used to repay a portion of ~~June 21,~~ ~~2012.~~the Inoutstanding ~~addition~~borrowings tounder the Credit Facility. In connection with this new term loan agreement, CRLP amended the ~~Company~~2011 ~~has~~term aloan ~~$35.0 million~~agreement ~~cash management~~described ~~line~~below, ~~provided~~as bywell ~~Wachovia~~as ~~that~~CRLP's ~~will~~March ~~expire~~2012 oncredit ~~June 21~~agreement, to conform certain defined terms and the language in certain covenants among the three loans and to reflect the new May 2012 term loan.

~~Base~~On ~~rate~~July 22, ~~loans~~2011, ~~and~~CRLP, ~~revolving~~with ~~loans~~the ~~are~~Trust ~~available~~as ~~under~~guarantor, ~~the~~entered ~~Credit~~into ~~Facility.~~a ~~The~~term ~~Credit Facility~~loan ~~also~~agreement ~~includes~~with Wells Fargo, as administrative agent and a ~~competitive~~lender, ~~bid~~and ~~feature~~certain ~~that~~other ~~allows~~financial ~~the~~institutions ~~Company~~party tothereto ~~convert~~as uplenders, towhich provides for a $~~337~~250.5 0 million ~~under~~senior ~~the~~unsecured ~~Credit~~term ~~Facility~~loan. toAs aof ~~fixed~~September 30, ~~rate~~2013, ~~and~~the ~~for~~term aloan ~~fixed~~had ~~term~~an ~~not~~outstanding tobalance ~~exceed~~of ~~90 days~~$250. ~~Generally,~~0 ~~base~~million. ~~rate~~The ~~loans~~term ~~bear~~loan bears interest at ~~Wachovia’s~~LIBOR ~~designated base rate,~~ plus a ~~base rate~~ margin ranging upfrom 1.65% to 02.2590% based on the ~~Company’~~credit ratings on CRLP's unsecured debt ~~ratings~~ from time to time. ~~Revolving~~ ~~loans~~CRLP ~~bear~~entered into two interest atrate ~~LIBOR~~swaps ~~plus~~(see aNote ~~margin~~11 ~~ranging~~- ~~from~~"Derivatives ~~0.325%~~and Hedging") to 1fix the interest rate through maturity at an all-in initial interest rate of 5.0500%, based on the ~~Company’~~ initial margin of 2.45%. During 2012, CRLP's senior unsecured debt ~~ratings.~~rating ~~Competitive~~was ~~bid~~upgraded ~~loans~~to ~~bear~~Baa3, therefore reducing the interest rate to 4.55%. The term loan matures on August 1, 2018 and may be prepaid, in whole or in part, at ~~LIBOR~~any ~~plus~~time, subject to a ~~margin~~prepayment premium of 1% for amounts prepaid after July 22, as ~~specified~~2013 bybut ~~the~~prior ~~participating~~to ~~lenders~~July 23, 2014. ~~Based~~There onis ~~CRLP’s~~no ~~current~~prepayment ~~unsecured~~premium ~~debt~~for ~~rating~~amounts prepaid after July 22, 2014. The proceeds from the ~~revolving~~ ~~loans~~term ~~currently~~loan ~~bear~~were ~~interest~~used atto repay a ~~rate~~portion of ~~LIBOR~~the ~~plus~~outstanding ~~105~~borrowings ~~basis~~under ~~points~~the Credit Facility.

~~The~~Both ~~Credit~~term ~~Facility,~~loan ~~which~~agreements isdiscussed ~~primarily~~above ~~used~~contain byvarious ~~the~~restrictive ~~Company~~covenants, including with respect to ~~finance~~liens, ~~property~~indebtedness, ~~acquisitions and~~distributions, ~~developments~~mergers and ~~more~~asset ~~recently~~sales, toand also ~~fund~~limits ~~repurchases~~the percentage of CRLP's ~~senior~~total ~~notes~~asset value that may be invested in unimproved land, mortgage receivables, unconsolidated joint ventures, residential units for sale and ~~Series D preferred~~construction. ~~depositary~~As ~~shares~~described ofabove, the ~~Company~~term loan agreements require that CRLP satisfy certain financial and operational covenants. The term loan agreements include certain events of default including, ~~had~~but annot ~~outstanding~~limited ~~balance~~to, atnonpayment ~~March 31~~of principal, ~~2009~~interest, fees or other amounts, failure to perform certain covenants, an event of default under any other indebtedness in the aggregate greater than or equal to $2720.0 million. ~~The~~for ~~cash~~the ~~management~~term ~~line~~loan ~~had~~entered aninto ~~outstanding~~in ~~balance~~June of2011 and greater than or equal to $1025.7 0 million asfor the term loan entered into in May 2012, an event of ~~March 31~~default under the Credit Facility, ~~2009~~and bankruptcy or other insolvency events. The ~~interest~~occurrence ~~rate~~of an event of default, following any applicable cure period, would permit the ~~Credit~~lenders ~~Facility~~to, ~~(including~~among other things, declare the ~~case~~principal, ~~management~~accrued ~~line)~~interest ~~was~~and ~~1.26%~~other obligations of CRLP under the term loan agreements to be immediately due and 3payable.~~50% at~~ CRLP ~~March 31,~~was ~~2009~~in ~~and~~compliance ~~2008~~with such covenants at September 30, ~~respectively~~2013.

~~The~~Unsecured ~~Credit~~Senior ~~Facility~~Note contains various restrictions, representations, covenants and events of default that could preclude future borrowings (including future issuances of letters of credit) or trigger early repayment obligations, including, but not limited to the following: nonpayment; violation or breach of certain covenants; failure to perform certain covenants beyond a cure period; failure to satisfy certain financial ratios; a material adverse change in the consolidated financial condition, results of operations, business or prospects of the Company; and generally not paying the Company’s debts as it becomes due. At March 31, 2009, the Company was in compliance with these covenants. Specific financial Maturity

25 During April 2013, CRLP's outstanding 6.150% senior note matured, which CRLP satisfied with an aggregate payment of $102.6 million ($99.5 million of principal and $3.1 million of accrued interest) using borrowings under CRLP's Credit Facility.

~~Table~~During August 2012, CRLP's outstanding 6.875% senior notes matured, which CRLP satisfied with an aggregate payment of ~~Contents~~$82.8 million ($80.0 million of principal and $2.8 million of accrued interest) using borrowings under CRLP's Credit Facility.

~~ratios~~ with which the Company must comply pursuant to the Credit Facility consist of the Fixed Charge Coverage Ratio as well as the Debt to Total Asset Value Ratio. Both of these ratios are measured quarterly. The Fixed Charge Coverage Ratio generally requires that the Company’s earnings before interest, taxes, depreciation and amortization be at least equal 1.5 times the Company’s Fixed Charges. Fixed Charges generally include interest payments (including capitalized interest) and preferred dividends. The Debt to Total Asset Value Ratio generally requires the Company’s debt to be less than 60% of its total asset value. The ongoing recession and continued uncertainty in the stock and credit markets may negatively impact the Company’s ability to generate earnings sufficient to maintain compliance with these ratios and other debt covenants. The Company expects to be able to comply with these ratios in 2009, but no assurance can be given that the Company will be able to maintain compliance with these ratios and other debt covenants, particularly if economic conditions worsen. 20

~~Many~~Table of the recent disruptions in the financial markets have been brought about in large part by failures in the U.S. banking system. If Wachovia or any of the other financial institutions that have extended credit commitments to the Company under the Credit Facility or otherwise are adversely affected by the conditions of the financial markets, these financial institutions may become unable to fund borrowings under credit commitments to the Company under the Credit Facility, the cash management line or otherwise. If these lenders become unable to fund the Company’s borrowings pursuant to the financial institutions’ commitments, the Company may need to obtain replacement financing, and such financing, if available, may not be available on commercially attractive terms. Contents

InNote ~~January 2008,~~11 ~~the~~— ~~Company’s~~Derivatives Board of Trustees authorized the repurchase up to $50.0 million of outstanding unsecured senior notes of CRLP. On April 2008, the Board of Trustees authorized a senior note repurchase program to allow us to repurchase up to an additional $200.0 million of outstanding unsecured senior notes of CRLP. In December 2008, the April 2008 repurchase program was expanded to authorize repurchases of up to $500.0 million. Under the repurchase program, senior notes may be repurchased from time to time in open market transactions or privately negotiated transactions through December 31, 2009, subject to applicable legal requirements, market conditions and ~~other~~Hedging factors. The repurchase program does not obligate the Company to repurchase any specific amounts of senior notes, and repurchases pursuant to the program may be suspended or resumed at any time without further notice or announcement.

~~During~~Risk ~~the~~Management ~~three~~Objective months ended March 31, 2009, the Company repurchased $96.9 million of CRLP’s outstanding unsecured senior notes in separate transactions at an average 27.1% discount to par value, which represents a 12.6% yield to maturity. As a result of these repurchases, the Company recognized an aggregate gain of approximately $25.3 million, which is included in “Gain on retirement of debt” on the Company’s Consolidated Statements of Income. When senior notes are repurchased, the Company will generally reclassify amounts in “Accumulated Other Comprehensive Income” because the repurchases cause interest payments on the hedged debt to become probable of not occurring. Accordingly, as a result of these first quarter 2009 repurchases, the Company recognized a loss on hedging activities of approximately $1.0 million as a result of a reclassification of amounts in Accumulated Other Comprehensive Income in connection with the conclusion that it is probable that the Company will not make interest payments associated with previously hedged debt as a result of repurchases under the senior note repurchase program. The Company will continue to monitor the debt markets and ~~repurchase~~Using ~~certain senior notes that meet the Company’s required criteria, as funds are available.~~ Derivatives

OnCRLP ~~March 1,~~is ~~2009,~~exposed ato ~~loan~~certain ~~collateralized~~risks byarising ~~Broward~~from ~~Financial~~both ~~Center,~~its abusiness ~~326,000~~operations ~~office building~~and ~~located~~economic ~~in Ft~~conditions. ~~Lauderdale,~~CRLP ~~Florida,~~principally inmanages ~~the~~its ~~amount~~exposures ofto ~~$46.5 million~~a ~~matured.~~wide ~~This property~~variety ~~is one~~ of ~~the~~business ~~properties~~and inoperational ~~the~~risks ~~DRA/CRT~~through ~~joint~~management ~~venture,~~of inits ~~which~~core ~~the~~business ~~Company is a 15% minority partner~~activities. ~~The~~CRLP ~~joint~~manages ~~venture~~economic ~~did~~risks, ~~not~~including ~~repay~~interest ~~the principal amount due on the loan when it matured~~rate, ~~but~~liquidity ~~continues~~and tocredit ~~make~~risk ~~interest~~primarily ~~payments.~~by ~~The~~managing ~~loan is non-recourse to~~ the ~~Company~~amount, ~~but the~~sources ~~Company’s~~and ~~pro~~duration ~~rata share~~ of ~~the~~its ~~principal~~debt ~~amount~~funding ofand the ~~loan~~use isof ~~$7.0 million~~derivative ~~(based~~financial ~~on its ownership interest in the joint venture)~~instruments. ~~The~~Specifically, ~~Company~~CRLP ~~and~~enters ~~its~~into ~~joint~~derivative ~~venture~~financial ~~partner~~instruments ~~are currently~~to inmanage ~~negotiations~~exposures ~~with the special servicer regarding refinancing options~~ that ~~may~~arise ~~be available~~ from ~~the~~business ~~current~~activities ~~lender.~~that ~~While~~result noin ~~assurance can be given that~~ the ~~joint~~receipt ~~venture partnership~~or ~~will~~payment beof ~~able~~future toknown ~~refinance~~and ~~the~~uncertain ~~loan~~cash ~~on reasonable terms~~amounts, the ~~Company~~value ~~anticipates that the joint venture will be able to renegotiate an extension~~ of ~~the~~which ~~current~~is ~~loan~~determined ~~with~~by ~~the~~interest ~~existing lender~~rates. IfCRLP’s ~~the~~derivative ~~joint~~financial ~~venture~~instruments isare ~~unable~~used to ~~obtain~~manage ~~additional~~differences ~~financing,~~in ~~payoff~~ the ~~existing loan~~amount, ortiming ~~renegotiate~~and ~~suitable~~duration ~~terms~~of ~~with~~CRLP’s ~~the~~known ~~existing~~or ~~lender,~~expected ~~the~~cash ~~lender~~receipts ~~would~~and ~~have~~its ~~the~~known ~~right~~or ~~to foreclose~~expected oncash ~~the~~payments ~~property~~principally inrelated ~~question~~to ~~and,~~CRLP’s ~~accordingly,~~investments ~~the~~and ~~joint venture will lose its interest in the asset~~borrowings.

26 Cash Flow Hedges and Interest Rate Risk

~~Table~~CRLP’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, CRLP primarily uses interest rate swaps and caps as part of ~~Contents~~its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for CRLP making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

~~Note~~Amounts 13reported —in ~~Derivatives~~“Accumulated ~~and~~other ~~Hedging~~ comprehensive loss” related to derivatives will be reclassified to “Interest expense” as interest payments are made on CRLP’s variable-rate debt.

~~The~~As ~~Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety~~ of ~~business and operational risks through management of its core business activities. The Company manages economic risks~~September 30, ~~including interest rate~~2013, ~~liquidity,~~CRLP ~~and~~had ~~credit risk primarily by managing~~ the ~~amount, sources,~~following ~~and~~outstanding ~~duration~~interest ofrate ~~its~~derivatives ~~debt funding and the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures~~ that ~~arise~~ ~~from~~were ~~business~~designated ~~activities~~as ~~that result in the receipt or payment of future known and uncertain~~ cash ~~amounts,~~flow ~~the~~hedges ~~value~~ of ~~which is determined by~~ interest ~~rates.~~rate ~~The~~risk ~~Company’s~~($ ~~derivative financial instruments are used to manage differences~~ in ~~the amount, timing, and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s investments and borrowings.~~ thousands):

The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps and caps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. Interest rate caps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty if interest rates rise above the strike rate on the contract in exchange for an upfront premium.



Interest Rate Derivative	Number of Instruments	Notional Amount
Interest Rate Swaps	4	$400,000

The ~~effective~~table ~~portion~~below ofpresents ~~changes in~~ the fair value of ~~derivatives~~CRLP's ~~that~~derivative ~~are~~financial ~~designated~~instruments ~~and~~as ~~that qualify~~well as ~~cash~~their ~~flow~~classification ~~hedges is recorded in “Accumulated other comprehensive loss”~~ on the Consolidated ~~Condensed~~ Balance ~~Sheet~~Sheets ~~and~~of isCRLP ~~subsequently~~as ~~reclassified~~of ~~into~~September 30, ~~earnings~~2013 inand ~~the period that the hedged forecasted transaction affects earnings. The Company did not have any active cash flow hedges during the three months ended March~~December 31, ~~2009~~2012, respectively.

At March 31, 2009, the Company had $4.0 million in “Accumulated other comprehensive loss” related to settled or terminated derivatives. Amounts reported in “Accumulated other comprehensive loss” related to derivatives will be reclassified to “Interest expense and debt cost amortization” as interest payments are made on the Company’s variable-rate debt or to “Loss on hedging activities” at such time that the interest payments on the hedged debt become probable of not occurring as a result of the Company’s senior note repurchase program. The changes in “Accumulated other comprehensive loss” for reclassifications to “Interest expense and debt cost amortization” tied to interest payments on the hedged debt was $0.1 million and $0.2 million during the three months ended March 31, 2009 and 2008, respectively. The changes in “Accumulated other comprehensive loss” for reclassification to “Loss on hedging activities” related to interest payments on the hedged debt that have been deemed no longer probable to occur as a result of the Company’s senior note repurchase program was $1.1 million for the three months ended March 31, 2009. The Company did not reclassify amounts to “Loss on hedging activities” for the three months ended March 31, 2008.

Fair Value of Derivative Instruments

Asset Derivatives

Liability Derivatives

Balance

Fair Value at

Balance

Fair Value at

($ in thousands)

Sheet Location

9/30/2013

12/31/2012

Sheet Location

9/30/2013

12/31/2012

Interest Rate Swap

Other Assets

—

Other Liabilities

(15,595

)

(25,862

)

~~Derivatives~~The ~~not~~table ~~designated~~below aspresents ~~hedges~~the ~~are~~effect ~~not~~of ~~speculative~~CRLP's ~~and~~derivative ~~are~~financial ~~used~~instruments toon ~~manage~~ the ~~Company’s exposure~~Consolidated toStatements ~~interest~~of ~~rate~~Operations ~~movements~~ and ~~other~~Comprehensive ~~identified~~Income ~~risks~~(Loss) ~~but~~of doCRLP ~~not~~for ~~meet~~ the ~~strict~~three ~~hedge accounting~~and ~~requirements~~nine ofmonths ~~SFAS~~ended ~~133. As of March~~September 3130, ~~2009,~~2013 ~~the~~and ~~Company~~2012, ~~had no derivatives that were not designated as a hedge in a qualifying hedging relationship~~respectively.

The table below presents the effect of the Company’s derivative financial instruments on the Consolidated Condensed Statements of Income as of March 31, 2009.



	Amount of Gain/												Amount of Gain/
	(Loss) Recognized												(Loss) Reclassified
($ in thousands)	in OCI on												from OCI
	Derivative												into Income
	(Effective Portion)												(Effective Portion)
												Location of Gain/
Derivatives in												(Loss) Reclassified
ASC 815 Cash												from Accumulated
Flow Hedging	Three Months Ended						Nine Months Ended					OCI into Income	Three Months Ended						Nine Months Ended
Relationships	9/30/2013			9/30/2012			9/30/2013		9/30/2012			(Effective Portion)	9/30/2013			9/30/2012			9/30/2013			9/30/2012

Interest Rate Swaps	$	(3,158	)	$	(5,151	)	$	4,762	$	(15,736	)	Interest Expense	$	(1,984	)	$	(1,931	)	$	(5,865	)	$	(5,263	)

27 21

Table of Contents

(amounts in thousands)

Location of Gain or

Amount of Gain or

Derivatives in

(Loss) Reclassified

Amount of Gain or

(Loss) Recognized in

SFAS 133

Amount of Gain or (Loss)

from

(Loss) Reclassified from

Income on Derivative

Cash Flow

Recognized in OCI on

Accumulated OCI into

(Ineffective Portion and

Hedging

Derivative (Effective

Income (Effective

Amount Excluded from

Relationships

Portion)

Effectiveness Testing)

Three months ended

March 31,

2009

2008

2009

2008

2009

2008

Interest Rate Products

—

Interest Expense and Debt Cost Amortization

(137

)

(75

)

Loss on Hedging Activities

—

Loss on Hedging Activities

(1,063

)

—

(1,200

)

(75

)

Credit-Risk-Related Contingent Features

~~Note~~CRLP 14has ~~—Contingencies~~an ~~and~~agreement ~~Guarantees~~ with its derivatives counterparty that contains a provision whereby if CRLP defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then CRLP could also be declared in default on its derivative obligations.

~~Contingencies~~ As of September 30, 2013, the fair value of the derivatives in a net liability position, which includes accrued interest, but excludes any adjustment for nonperformance risk related to this agreement, was $16.3 million. As of September 30, 2013, CRLP has not posted any collateral related to this agreement. If CRLP had breached any of its provisions at September 30, 2013, it could have been required to settle its obligations under the agreement at its termination value of $16.3 million.

~~The~~Note ~~Company~~12 is— ~~involved~~Contingencies ~~in a contract dispute with a general contractor in connection with construction costs~~ and ~~cost~~Other overruns with respect to certain of its for-sale projects, which were being developed in a joint venture in which the Company is a majority owner. The contractor is affiliated with the Company’s joint venture partner. Arrangements

	•		In connection with the dispute, in January 2008, the contractor filed a lawsuit against the Company alleging, among other things, breach of contract, enforcement of a lien against real property, misrepresentation, conversion, declaratory judgment and an accounting of costs, and is seeking $10.3 million in damages, plus consequential and punitive damages. Discovery is underway regarding these proceedings.
	•		Certain of the subcontractors, vendors and other parties, involved in the projects, including purchasers of units, have also made claims in the form of lien claims, general claims or lawsuits. The Company has been sued by purchasers of certain condominium units alleging breach of contract, fraud, construction deficiencies and misleading sales practices. Both compensatory and punitive damages are sought in these actions. Some of these claims have been resolved by negotiations and mediations, and others may also be similarly resolved. Some of these claims will likely be arbitrated or litigated to conclusion.

During the fourth quarter 2012, CRLP recorded $4.2 million related to required infrastructure repairs on Colonial Promenade Alabaster II. This retail asset was developed and sold by CPSI, and therefore was expensed as additional development costs in "(Loss) gain on sale of property" in the Consolidated Statements of Operations and Comprehensive Income (Loss) of CRLP. During the three months ended September 30, 2013, the Company recorded an additional $0.4 million related to the ongoing repairs. Required infrastructure repairs are in progress and are expected to be completed during the first quarter of 2014.

~~The~~As ~~Company~~of isSeptember 30, ~~continuing~~2013, toCRLP ~~evaluate~~was ~~its~~self-insured ~~options~~up ~~and~~to ~~investigate~~$0.8 ~~these claims~~million, ~~including possible~~$0.9 ~~claims~~million ~~against the contractor~~ and ~~other parties~~$1.8 ~~The~~million ~~Company~~for ~~intends~~general toliability, ~~vigorously~~workers’ ~~defend itself~~compensation ~~against~~and ~~these~~property ~~claims. However~~insurance, norespectively. ~~prediction~~CRLP ofwas ~~the~~also ~~likelihood,~~self-insured orfor ~~amount,~~health ofinsurance ~~any~~and ~~resulting loss~~responsible orfor ~~recovery~~amounts ~~can~~up beto ~~made~~$135,000 atper ~~this~~claim ~~time~~ and noup ~~assurance~~to ~~can~~$2.0 bemillion ~~given~~per ~~that the matter will be resolved favorably~~person.

InNote connection with certain retail developments, the Company has received funding from municipalities for infrastructure costs. In most cases, the municipalities issue bonds that are repaid primarily from sales tax revenues generated from the tenants at each respective development. The Company has guaranteed the shortfall, if any, of tax revenues to the debt service requirements on the bonds. The total amount outstanding on these bonds is approximately $13~~.5 million~~ at— ~~March 31,~~Legal ~~2009 and December 31, 2008. At March 31, 2009 and December 31, 2008, no liability was recorded for these guarantees.~~ Proceedings

~~As previously discussed, the Company has postponed future development activities, which includes the~~ Colonial ~~Pinnacle~~Grand Nord du Lac development in Covington, Louisiana. Prior to the decision to postpone this development, the Nord du Lac community development district (the “CDD”), a third-party governmental entity, had issued $24.0 million of special assessment bonds, the proceeds from which were to be used by the CDD to construct infrastructure for the benefit of the development. In addition, the Company had entered into leasing commitments and other agreements with certain future tenants at ~~this~~Traditions ~~development. As a result of the postponement of this development, the Company is~~ Litigation

28 As previously disclosed, CRLP and SM Traditions Associates, LLC ("SM") formed TA-Colonial Traditions LLC ("TA") to develop the Colonial Grand at Traditions located in Gulf Shores, Alabama. Thereafter, TA entered into a construction loan agreement for $34.1 million with Regions Bank ("Regions"). The Trust and SM each guaranteed up to $3.5 million of the principal amount of the loan, for an aggregate of up to $7.0 million of the construction loan obtained by TA. In October 2010, Regions, as the lender, filed a complaint in the Circuit Court of Baldwin County, Alabama seeking appointment of a receiver for the Colonial Grand at Traditions, demanding payment of the outstanding balance under the loan from TA and demanding payment on the guarantees from the Trust and SM.

~~Table~~In June 2011, CRLP, the Trust, Colonial Properties Services, Inc. and Colonial Construction Services, LLC (collectively, the "Colonial Companies") purchased the outstanding note and related loan documents from a successor of ~~Contents~~Regions. The Colonial Companies were substituted as the plaintiffs in the action. In August 2011, CRLP foreclosed the mortgage securing repayment of the note and CRLP acquired title to the property. Separately, SM filed claims against the Colonial Companies relating to the development and construction of the Colonial Grand at Traditions, including breach of the management and development agreements, material misrepresentation, fraudulent concealment and breach of fiduciary duties. On February 1, 2013, a Baldwin County, Alabama, jury awarded SM $6.7 million in compensatory damages and $6.0 million in punitive damages for a total of $12.7 million. As a result of the jury verdict, the Company recorded an increase to its loss contingency reserve of $12.7 million in the fourth quarter of 2012. The jury also returned verdicts in favor of SM and TA with respect to the Colonial Companies' claims on the note and guaranty. Subsequent to the entry of the verdicts, the Colonial Companies filed post-trial motions requesting that the Court enter judgments in their favor and against TA on the note and against SM on the guaranty. The Colonial Companies also requested that the court vacate the verdict in favor of SM and enter judgments as a matter of law in favor of the Colonial Companies on all of SM's claims or, in the alternative, grant the Colonial Companies a new trial. The Colonial Companies, SM and TA have each requested the Court award them attorney's fees and costs pursuant to various agreements, and each party has filed oppositions to the other's request for an award of such fees and expenses. The Court denied the parties' request for attorney's fees as well as Colonial Companies' post-trial motions. The Colonial Companies, SM and TA have appealed all of these rulings. Pending appeal, the parties reached a settlement agreement in September 2013, under which the Colonial Companies will pay $8.5 million, and an order has been entered setting aside the verdict and dismissing all claims with prejudice. Accordingly, the Company reduced its loss contingency reserve by $5.8 million during the three months ended September 30, 2013.

~~evaluating~~ various alternatives for this development, including with respect to its existing contractual obligations to certain future tenants who had previously committed to this development before it was postponed and with respect to the outstanding CDD bonds. If the Company is unable to reach alternative agreements with these future tenants, the tenants may choose not to participate in this development or seek damages from the Company as a result of the postponement of the development, or both. With respect to the CDD bonds, interest payments for 2009 will be made from an interest reserve account funded with bond proceeds. Thereafter, repayment of the bonds will be funded by special assessments on the property owner(s) within the CDD. The first special assessment is expected to be due on or about December 31, 2009. As the property owner, the Company intended to fund the special assessments from payments by tenants in the development. Until Colonial Pinnacle Nord du Lac is developed and leased, it is not expected to generate sufficient tenant revenues to support the full amount of the special assessments, in which case, the Company would be obligated to pay the special assessments to the extent not funded through tenant payments. The special assessments are not a personal liability of the property owner, but constitute a lien on the assessed property. In the event of a failure to pay the special assessments, the CDD would have the right to force the sale of the property included in the project. 22

~~The~~Table ~~Company has reclassified the amount spent to date with respect to the Colonial Pinnacle Nord du Lac development ($38.5 million, net~~ of impairment charge recorded during 2008, as of March 31, 2009) from an active development to “Real estate assets held for sale, net” on the Company’s Consolidated Condensed Balance Sheet. In accordance with EITF 91-10, the Company recorded restricted cash and other liabilities for the $24.0 million CDD bond issuance. This transaction was treated as a non-cash transaction in the Company’s Consolidated Condensed Statement of Cash Flows for the twelve months ended December 31, 2008. Contents

InUCO connection with the office and retail joint venture transactions that closed in 2007, the Company assumed certain contingent obligations for a total of $15.7 million, of which $6.6 million remains outstanding as of March 31, 2009. Litigation

InColonial ~~January 2008,~~is ~~the~~involved ~~Company~~in ~~received~~a ~~notification~~contract ~~related~~dispute towith ana ~~unclaimed~~general ~~property~~contractor ~~audit~~and three of its officers/managers in connection with construction cost overruns with respect to five for ~~the~~-sale ~~States~~projects ofwhich ~~Alabama~~were ~~and~~being ~~Tennessee.~~developed Asin ofa ~~March 31~~joint venture, ~~2009~~CPSI-UCO, LLC. The President of the ~~Company~~contractor ~~has~~is ~~accrued~~affiliated anwith ~~estimated liability~~Colonial's joint venture partner.

~~The~~In ~~Company~~connection iswith the dispute, in January 2008, the contractor and three managers filed a ~~party~~lawsuit toin ~~various~~the ~~legal~~Circuit ~~proceedings~~Court ~~incidental~~of toBaldwin ~~its~~County ~~business~~against the Trust, Colonial Properties Services, Inc., CPSI-UCO, LLC, CPSI-UCO Grander, LLC, CPSI-UCO Spanish Oaks, LLC; CPSI-UCO Cypress Village I, LLC; CPSI-UCO Cypress Village II, and CPSI Cypress Village III, LLC alleging, among other things, breach of contract, enforcement of a lien against real property, misrepresentation, conversion, declaratory judgment and an accounting of costs, seeking $10.3 million in damages, plus consequential and punitive damages. In December 2011, following a jury trial, the ~~opinion~~ plaintiffs were awarded compensatory damages of ~~management~~approximately $4.8 million for their claims against all defendants and the defendants were awarded compensatory damages of approximately $0.5 million for their claims against the President of the contractor. The jury also found that the contractor breached its contract. In January 2012, the ~~ultimate~~plaintiffs ~~liability~~filed post-trial motions, ifincluding ~~any~~a request for an amendment to the judgment to add approximately $4.8 million for attorneys' fees, interest and costs. The defendants filed a motion for a new trial and opposed the award of attorney's fees to the plaintiffs. In the fourth quarter 2012, CRLP recorded charges of $8.2 million related to a proposed settlement with respect to ~~those~~the ~~proceedings~~UCO islitigation. ~~not~~The ~~presently expected~~charges were comprised of an increase in the loss contingency accrual of $4.9 million (in addition to ~~materially~~the ~~adversely~~$3.3 ~~affect~~million loss contingency accrual previously recorded with respect to this litigation matter in the ~~financial~~fourth ~~position~~quarter or2011) ~~results~~and ofa ~~operations~~$3.3 ormillion non-cash ~~flows~~ impairment charge on certain for-sale residential lots in the Cypress Village development proposed to be included as part of the ~~Company~~settlement. A settlement agreement was reached between the parties in August 2013, and all claims were dismissed by the Court. No adjustment to the loss contingency accrual was necessary as a result of the settlement.

~~Guarantees~~Grander ~~and Other Arrangements~~ Litigation

~~During~~The ~~April 2007~~Trust, ~~the~~Colonial ~~Company~~Properties ~~committed~~Services, ~~with~~Inc., ~~its~~Marion ~~joint~~Uter, ~~venture~~UCO ~~partner~~Partners, toLLC, ~~guarantee~~UCO upDevelopment, ~~to $7.0 million~~LLC, ofUCO aConstruction, ~~$34.1 million~~LLC, ~~construction~~UCO, ~~loan~~LLC, ~~obtained~~CPSI-UCO Grander, LLC, and CPSI-UCO, LLC were sued by ~~the~~five ~~Colonial~~individual ~~Grand~~purchasers atof ~~Traditions joint~~condominium ~~venture.~~units in The ~~Company~~Grander alleging breach of contract, fraud, construction deficiencies and ~~its~~misleading ~~joint~~sales ~~venture~~practices. ~~partner~~In ~~each~~April ~~committed~~2011, toan ~~provide~~arbitrator ~~50%~~awarded rescission rights in favor of the ~~guarantee~~ purchasers against CPSI-UCO Grander, LLC. ~~Construction~~The atpurchasers ~~this~~originally ~~site~~filed issuit ~~substantially~~in ~~complete~~state ascourt against, among others, the ~~project~~Trust ~~was~~and ~~placed~~Colonial ~~into service~~Properties ~~during~~Services, ~~2008~~Inc. After Asthe ofarbitration ~~March 31~~award, ~~2009,~~the purchasers filed a motion seeking to enforce the ~~joint~~arbitration ~~venture~~award ~~had~~against ~~drawn~~the ~~$33~~Trust and Colonial Properties Services, Inc.~~1 million~~ onunder a side letter agreement that was not considered by the ~~construction~~ ~~loan~~arbitrator. The court granted the motion against the Trust and Colonial Properties Services, ~~which~~Inc. CRLP ~~matures~~acquired these units as provided in ~~April 2010.~~the Atarbitration ~~March 31,~~award ~~2009~~and then sold them in September 2013, noresulting ~~liability~~in ~~was~~an $0.8 million impairment charge recorded ~~for~~ during the ~~guarantee~~three months ended September 30, 2013. Claims were dismissed by stipulation of the parties by order entered on September 6, 2013.

~~During~~Williams November 2006, the Company committed with its joint venture partner to guarantee up to $17.3 million of a $34.6 million construction loan obtained by the Colonial Promenade Smyrna joint venture. The Company and its joint venture partner each committed to provide 50% of the $17.3 million guarantee, as each partner has a 50% ownership interest in the joint venture. Construction at this site is substantially complete as the project was placed into service during 2008. As of March 31, 2009, the Colonial Promenade Smyrna joint venture had $30.1 million outstanding on the construction loan, which matures in December 2009. At March 31, 2009, no liability was recorded for the guarantee. Litigation

~~During~~On ~~February 2006~~June 19, 2013, a putative class action lawsuit was filed in the ~~Company~~Circuit ~~committed~~Court tofor ~~guarantee~~Jefferson upCounty, toAlabama ~~$4.0 million~~against Colonial and purportedly on behalf of a ~~$27.4 million construction~~proposed ~~loan~~class ~~obtained~~of byall ~~the~~Colonial shareholders captioned Williams v. Colonial ~~Grand~~Properties atTrust, ~~Canyon~~et ~~Creek~~al. ~~joint~~(the ~~venture~~“State Litigation”). ~~Construction~~A ~~at this~~derivative ~~site~~claim ispurportedly ~~complete~~on asbehalf ~~the~~of ~~project~~Colonial was ~~placed~~also ~~into~~asserted ~~service~~in ~~during~~the ~~2007~~State Litigation. AsThe complaint named as defendants Colonial, the members of ~~March 31~~the Colonial board of trustees, ~~2009~~Colonial LP, MAA, MAA LP and OP Merger Sub and alleged that the ~~joint~~Colonial ~~venture~~trustees ~~had~~breached ~~drawn~~their ~~all~~fiduciary ~~$27.4 million~~duties onby engaging in an unfair process leading to the ~~construction~~merger ~~loan~~agreement, ~~which~~failing ~~matures~~to secure and obtain the best price reasonable for Colonial shareholders, allowing preclusive deal protection devices in ~~June 2009~~the merger agreement, and engaging in conflicted actions. At ~~March 31~~The complaint alleged that Colonial LP, ~~2009~~MAA, noMAA ~~liability~~LP ~~was~~and ~~recorded~~OP ~~for~~Merger Sub aided and abetted those breaches of fiduciary duties. The complaint sought a declaration that the ~~guarantee~~defendants have breached their fiduciary duties or aided and abetted such breaches and that the merger agreement is unlawful and unenforceable, an order enjoining the consummation of the mergers, direction of the Colonial trustees to exercise their fiduciary duties to obtain a transaction that is in the best interests of Colonial, rescission of the mergers in the event they are consummated, an award of costs and disbursements, including reasonable attorneys’ and experts’ fees, and other relief.

~~During~~On ~~September 2005~~July 2, in2013, ~~connection~~plaintiff ~~with~~moved ~~the~~for ~~acquisition~~expedited offact ~~CRT~~discovery ~~with~~and ~~DRA,~~for ~~CRLP~~an ~~guaranteed approximately~~expedited ~~$50.0 million~~schedule offor ~~third-party~~filing ~~financing~~and ~~obtained~~hearing bya ~~the~~preliminary ~~DRA/CRT~~motion ~~JV with respect~~ to ~~10 of~~enjoin the ~~CRT~~mergers; ~~properties.~~on ~~During~~July ~~2006~~11, ~~seven~~2013, ofdefendants ~~the~~opposed ~~ten~~those ~~properties~~motions ~~were~~and ~~sold~~moved to stay fact discovery. ~~The~~On ~~DRA/CRT~~July JV11, ~~is obligated~~2013, defendants also moved to ~~reimburse~~dismiss ~~CRLP~~the complaint for ~~any~~failure ~~payments~~to ~~made~~state ~~under~~a ~~the~~claim ~~guaranty~~upon ~~before~~which ~~making~~relief ~~distributions~~can ~~of cash~~be ~~flows~~granted oron ~~capital~~the ~~proceeds~~grounds tothat: (1) the ~~DRA/CRT~~claims JVagainst ~~partners.~~the AsColonial oftrustees ~~March 31,~~are ~~2009,~~derivative ~~this~~and ~~guarantee~~not direct, ~~which~~ ~~matures~~and inplaintiff ~~January 2010, had~~did ~~been~~not ~~reduced~~comply towith ~~$17.0 million,~~Alabama aslaw aon ~~result~~serving notice of the ~~pay~~claims ~~down~~on Colonial prior to filing; and (2) Alabama law does not recognize a cause of ~~the~~ ~~associated~~action ~~collateralized~~in ~~debt~~aiding ~~from~~and ~~the~~abetting ~~sales~~a breach of ~~assets.~~fiduciary Atduty ~~March 31~~and, ~~2009~~even if it did, nosuch ~~liability~~claims ~~was recorded~~would ~~for~~also ~~the~~be ~~guarantee.~~ derivative and

29 23

Table of Contents

Innot ~~connection~~direct. ~~with~~The ~~the~~Court ~~formation~~scheduled ofa ~~Highway~~motions ~~150~~hearing ~~LLC~~for inAugust ~~2002~~8, ~~the Company executed a guarantee~~2013, ~~pursuant~~ to which ~~the~~was ~~Company~~continued ~~serves~~on asthe arequest ~~guarantor~~ of ~~$1.0 million of~~ the ~~debt~~parties ~~related~~ to the ~~joint~~ ~~venture,~~State ~~which~~Litigation isto ~~collateralized~~August by14, ~~the~~2013 ~~Colonial~~to ~~Promenade~~facilitate ~~Hoover~~settlement ~~retail property~~discussions. ~~The Company’s~~In ~~maximum~~the ~~guarantee~~meantime, ofon ~~$1.0 million~~August ~~may~~2, ~~be requested by the lender~~2013, ~~only~~plaintiff ~~after~~filed ~~all~~an ofamended ~~the rights~~complaint ~~and~~that ~~remedies~~re-asserted ~~available~~plaintiff’s ~~under~~earlier ~~the~~claims ~~associated note~~ and ~~security~~added ~~agreements~~a ~~have~~new ~~been~~claim ~~exercised and~~that ~~exhausted.~~the AtColonial ~~March 31,~~trustees ~~2009,~~breached ~~the~~their ~~total~~alleged ~~amount~~duty of ~~debt~~candor ofby ~~the~~not ~~joint~~providing ~~venture~~Colonial ~~was~~shareholders ~~approximately $16.3 million~~full and ~~matures~~complete indisclosures ~~December 2012.~~regarding ~~At March 31, 2009, no liability was recorded for~~ the ~~guarantee~~ merger.

InOn ~~connection~~August ~~with~~14, 2013, prior to the ~~contribution~~Court's ofscheduled ~~certain~~hearing, ~~assets~~the parties to ~~CRLP~~the State Litigation reached an agreement in principle to settle the State Litigation, in which (a) defendants agreed to make certain ~~partners~~additional disclosures in this joint proxy statement/prospectus, and (b) the parties agreed that they would use their best efforts to agree upon, execute and present to the Court a stipulation of ~~CRLP~~settlement ~~have guaranteed~~which ~~indebtedness~~would, among other things, (i) provide for the conditional certification of a non-opt out settlement class pursuant to Alabama Rules of Civil Procedure 23(b)(1) and (b)(2) consisting generally of all record and beneficial holders of the ~~Company~~common ~~totaling~~stock ~~$26.5 million~~of atColonial ~~March 31~~from June 3, ~~2009~~2013 through and including the date of the closing of the parent merger (the “Settlement Class”); (ii) release all claims that members of the Settlement Class may have that were alleged in the State Litigation or otherwise arising out of or relating in any manner to the parent merger), and (iii) dismiss the State Litigation with prejudice. The ~~guarantees are~~proposed ~~held~~settlement inalso ~~order~~provides that the defendants will not oppose a request to the Court by plaintiff’s counsel for attorney’s fees up to an immaterial amount agreed to by the ~~contributing~~parties ~~partners~~and is subject to, ~~maintain~~among ~~their~~other ~~tax~~things, ~~deferred~~confirmatory ~~status~~discovery, agreement to a stipulation of settlement, and final court approval following notice to the Settlement Class. The parties reported the proposed settlement to the Court on August 14, 2013, and the ~~contributed~~ ~~assets~~Court ordered a stay of all proceedings (except those related to settlement). ~~These~~Since ~~individuals~~that date, the parties have ~~not~~engaged in Confirmatory Discovery, which has been ~~indemnified~~completed. The parties are presently in the process of finalizing a formal Stipulation of Settlement. Colonial and MAA management believe that the allegations in the amended complaint are without merit and that the disclosures made prior to the settlement are adequate under the law but wish to settle the State Litigation in order to avoid the cost and distraction of further litigation. In the event that the stipulation of settlement is not approved by the ~~Company~~Court, the defendants intend to vigorously defend the State Litigation.

AsOn ~~discussed~~August ~~above~~20, 2013, a purported Colonial shareholder filed an individual lawsuit in ~~connection~~the ~~with~~United ~~certain~~States ~~retail~~District ~~developments,~~Court for the ~~Company~~Northern ~~has~~District ~~received funding~~of ~~from~~Alabama ~~municipalities~~against ~~for~~Colonial ~~infrastructure~~captioned ~~costs~~Kempen v. InColonial ~~most~~Properties ~~cases~~Trust, et al. (the ~~municipalities~~“Federal ~~issue bonds~~Litigation”). The complaint named as defendants Colonial, the members of the Colonial board of trustees, Colonial LP, MAA, MAA LP and OP Merger Sub, and alleged that ~~are~~all ~~repaid~~defendants ~~primarily~~violated ~~from~~Section ~~sales~~14(a) ~~tax~~of ~~revenues~~the ~~generated~~Exchange ~~from~~Act and Rule 14a-9 promulgated thereunder because the ~~tenants~~joint atproxy ~~each~~statement/prospectus ~~respective~~included ~~development~~in the registration statement on Form S-4 filed with the SEC on July 19, 2013 is allegedly materially misleading, depriving plaintiff of making a fully informed decision regarding his vote on the parent merger. The ~~Company~~complaint ~~has guaranteed~~alleged ~~the~~that ~~shortfall~~defendants misrepresented or omitted material facts concerning Colonial’s projections, ifthe ~~any~~financial analyses of Colonial’s financial advisor, conflicts of ~~tax~~interest ~~revenues~~affecting defendants and Colonial’s financial advisor, and the process employed by the Colonial trustees leading up to the ~~debt~~decision ~~service~~to ~~requirements~~approve onand recommend the ~~bonds~~parent merger. Plaintiff sought an order enjoining the consummation of the mergers, rescission of the mergers in the event they are consummated or awarding Plaintiff rescissory damages, and an award of costs and disbursements, including reasonable attorneys’ and experts’ fees. On August 29, 2013, counsel for plaintiff filed a Notice of Voluntary Dismissal and on August 30, 2013, U.S. District Court Judge Virginia Hopkins entered an order dismissing this case.

~~The~~Regatta ~~fair~~at ~~value~~James ofIsland ~~the above guarantees could change in the near term if the markets in which these properties are located deteriorate or if there are other negative indicators.~~ Litigation

~~Note~~The 15Trust —and ~~Subsequent~~CRLP, ~~Events~~ along with multiple other parties, are named defendants in lawsuits arising out of alleged construction deficiencies with respect to condominium units at Regatta on James Island in Charleston County, South Carolina. Regatta is a 212 unit condominium project that was developed by a subsidiary of the Company and constructed by Colonial Construction Services, LLC in the mid-2000s. The lawsuits, one filed on behalf of the condominium homeowners association and one filed by three of the purchasers (purportedly on behalf of all purchasers), were filed in the South Carolina state court, Charleston County, in August 2012, against various parties involved in the development, design, and construction of the Regatta on James Island property, including the contractors, subcontractors, architect, and developer. The plaintiffs are seeking a yet to be disclosed amount in damages resulting from, among other things, alleged design and construction deficiencies. The lawsuits are currently in discovery. The Company is continuing to investigate the matter and evaluate its options and intends to vigorously defend itself against these claims. No assurance can be given that the matter will be resolved favorably to the Company. The Company has included in its loss contingency an estimate of probable loss in connection with this matter, but currently cannot reasonably estimate any further possible loss, or any range of reasonably possible loss, in connection with this matter.

~~Dispositions~~ Loss Contingencies

OnThe ~~April 30,~~outcomes ~~2009,~~of the ~~Company~~claims, ~~closed~~disputes onand ~~the~~legal ~~transaction~~proceedings todescribed ~~transfer~~or ~~its~~referenced ~~remaining noncontrolling~~above ~~joint~~are ~~venture~~subject ~~interest~~to insignificant ~~Colonial~~uncertainty. ~~Pinnacle~~CRLP ~~Craft~~records ~~Farms~~an I,accrual for loss contingencies when a ~~220,000~~loss ~~square~~is ~~foot (excluding~~probable ~~anchor-owned~~and ~~square-footage)~~the ~~retail~~amount ~~asset~~of ~~located~~the inloss ~~Gulf~~can ~~Shores,~~be ~~Alabama,~~reasonably toestimated. ~~the majority~~CRLP ~~joint~~reviews ~~venture~~these ~~partner~~accruals ~~(see~~quarterly ~~Note~~and ~~11)~~makes revisions based on changes in facts and circumstances.

~~Debt~~ ~~Tender Offer~~ 24

OnTable ~~May 4, 2009, CRLP accepted for purchase $250 million in principal amount~~ of ~~the following outstanding notes maturing in 2010 and 2011 that were validly tendered pursuant to its previously announced cash tender offer for such notes:~~ Contents

	Aggregate Principal
	Amount Accepted for
Title of Security	Purchase
4.75% Senior Notes due 2010 (CUSIP-195891AH9)	$	206,374,000
8.80% Medium-Term Notes due 2010 (CUSIP-195896AK1)		5,000,000
4.80% Senior Notes due 2011 (CUSIP-195891AF3)		38,626,000
TOTAL	$	250,000,000

When a loss contingency is not both probable and reasonably estimable, CRLP does not accrue the loss. However, if the loss (or an additional loss in excess of the accrual) is at least a reasonable possibility and material, then CRLP discloses a reasonable estimate of the possible loss, or range of loss, if such reasonable estimate can be made. If CRLP cannot make a reasonable estimate of the possible loss, or range of loss, then that is disclosed.

The ~~Company~~assessment ~~funded~~of whether a loss is probable or a reasonable possibility, and whether the ~~purchase~~loss or range of loss is reasonably estimable, often involve a series of complex judgments about future events. Among the factors that CRLP considers in this assessment, including with respect to the matters disclosed in this Note 13, are the nature of existing legal proceedings and claims, the asserted or possible damages or loss contingency (if reasonably estimable), the progress of the matter, existing law and precedent, the opinions or views of legal counsel and other advisers, CRLP's experience in similar matters, the facts available to CRLP at the time of assessment, and how CRLP intends to respond, or has responded, to the proceeding or claim. CRLP's assessment of these ~~outstanding~~factors ~~unsecured~~may ~~senior~~change ~~notes~~over time as individual proceedings or claims progress. For matters where CRLP is not currently able to reasonably estimate a range of reasonably possible loss, the factors that have contributed to this determination include the following: (i) the damages sought are indeterminate, (ii) the proceedings are in the early stages, (iii) the matters involve novel or unsettled legal theories or a large or uncertain number of actual or potential cases or parties, and/or (iv) discussions with the parties in matters that are expected ultimately to be resolved through ~~borrowings under~~negotiation ~~its~~and ~~unsecured~~settlement ~~credit~~have ~~facility~~not reached the point where CRLP believes a reasonable estimate of loss, or range of loss, can be made. In such instances, CRLP believes that there is considerable uncertainty regarding the timing or ultimate resolution of such matters, including a possible eventual loss or business impact, if any.

As of September 30 , 2013 and December 31, 2012, CRLP's accrual for loss contingencies was $6.3 million and $26.8 million in the aggregate, respectively.

~~Table~~Note of14 ~~Contents~~— Merger with MAA

~~Financing~~On ~~Activity~~ October 1, 2013, pursuant to the Agreement and Plan of Merger, dated as of June 3, 2013, an indirect, wholly-owned subsidiary of MAA LP merged with and into CRLP, with CRLP surviving the merger and, immediately following the Partnership Merger, the Trust merged with and into MAA, with MAA surviving the merger. As a result of the Parent Merger, each common share of the Trust was converted into the right to receive 0.36 of a newly issued share of MAA common stock. As a result of the Partnership Merger, each limited partner interest in CRLP designated as a “Class A Unit” and a “Partnership Unit” under the limited partnership agreement of CRLP issued and outstanding immediately prior to the effectiveness of the partnership merger was converted into the right to receive 0.36 of a newly issued common unit in MAA LP.

OnNote ~~April 20,~~15 ~~2009,~~— ~~the~~Subsequent Company entered into a sixty-day lock on an all-in fixed interest rate of 5.29% for a 10-year term with Fannie Mae on $145 million of additional financing that is expected to be collateralized by seven of the Company’s existing multifamily properties. The Company is considering adding one additional property to this facility, which would bring total proceeds to $155 million. The Company expects to close this financing in the second quarter 2009, but the closing remains subject to the negotiation of final documentation and the satisfaction of all closing conditions. No assurance can be given that the Company will be able to consummate this financing. Events

~~During~~Financing April 2009, the Company repurchased $54.6 million of CRLP’s outstanding unsecured senior notes in separate transactions under the Company’s previously announced $500 million unsecured senior note repurchase program at an average 28.1% discount to par value, which represents a 14.0% yield to maturity. As a result of these repurchases, the Company expects to recognize an aggregate gain of approximately $14.8 million with respect to these repurchases during the second quarter of 2009. Transactions

~~Distribution~~ Credit Facility

On ~~April 22~~October 1, ~~2009~~2013, ain ~~cash~~connection ~~distribution~~with ~~was declared to shareholders of~~ the ~~Company~~consummation ~~and partners~~ of ~~CRLP in~~ the ~~amount of $0.15 per common share and per unit~~Mergers, ~~totaling~~the ~~approximately~~Credit ~~$8.6 million.~~Facility ~~The distribution~~ was ~~declared~~paid toin ~~shareholders~~full and ~~partners of record as of May 4, 2009 and will be paid on May 11, 2009~~terminated.

31 Term Loans

~~Table~~On ofOctober ~~Contents~~1, 2013, MAA LP assumed and amended the U.S. Bank Term Loan Agreement (the “U.S. Bank Loan Agreement”) with various lenders and with U.S. Bank National Association as joint lead arranger and administrative agent and with PNC Capital Markets as joint lead arranger.

~~COLONIAL~~On ~~REALTY~~October ~~LIMITED~~1, ~~PARTNERSHIP CONSOLIDATED~~2013, ~~CONDENSED~~MAA ~~BALANCE~~LP ~~SHEETS~~ also assumed and amended the Wells Fargo Term Loan Agreement (inthe ~~thousands~~“Wells Loan Agreement”) with various lenders and with Wells Fargo Bank, ~~except~~National ~~unit~~Association ~~data)~~ as lead arranger and administrative agent.

	(unaudited)			(as adjusted)
	March 31, 2009			December 31, 2008
ASSETS
Land, buildings, & equipment	$	2,915,890		$	2,897,761
Undeveloped land and construction in progress		291,297			380,676
Less: Accumulated depreciation		(431,628	)		(406,428	)
Real estate assets held for sale, net		155,560			102,699
Net real estate assets		2,931,119			2,974,708
Cash and cash equivalents		9,564			9,185
Restricted cash		31,418			29,766
Accounts receivable, net		31,789			25,702
Notes receivable		19,613			2,946
Prepaid expenses		12,522			5,332
Deferred debt and lease costs		19,834			16,783
Investment in partially-owned entities		40,890			46,221
Deferred tax asset		3,049			9,311
Other assets		29,754			34,547
Total assets	$	3,129,552		$	3,154,501
LIABILITIES AND EQUITY
Notes and mortgages payable	$	1,703,793		$	1,450,389
Unsecured credit facility		37,745			311,630
Total debt		1,741,538			1,762,019
Accounts payable		31,987			52,898
Accrued interest		23,547			20,716
Accrued expenses		19,938			7,520
Other liabilities		30,268			32,140
Total liabilities		1,847,278			1,875,293
Redeemable units, at redemption value — 8,855,184 and 8,860,971 units outstanding at March 31, 2009 and December 31, 2008, respectively		117,965			124,848
General partner —
Common equity — 48,614,366 and 48,546,268 units outstanding at March 31, 2009 and December 31, 2008, respectively		972,706			963,509
Preferred equity ($125,000 liquidation preference)		96,707			96,707
Limited partners’ preferred equity ($100,000 liquidation preference)		97,406			97,406
Limited partners’ noncontrolling interest in consolidated partnership		1,489			1,943
Accumulated other comprehensive loss		(3,999	)		(5,205	)
Total equity		1,164,309			1,154,360
Total liabilities and equity	$	3,129,552		$	3,154,501

Novations

~~The~~MAA ~~accompanying~~LP, ~~notes~~Wells ~~are~~Fargo, anand ~~integral~~CRLP ~~part~~entered ofinto ~~these~~four ~~consolidated~~Novation ~~condensed financial~~Confirmations, ~~statements~~pursuant to which certain swap agreements originally entered into by CRLP were transferred to MAA LP.

32 25

Table of Contents

~~COLONIAL~~Notes ~~REALTY LIMITED PARTNERSHIP CONSOLIDATED CONDENSED STATEMENTS OF INCOME (Unaudited) (in thousands, except per unit data)~~ Receivable

	Three Months Ended
	March 31,
	2009			2008
Revenue:
Minimum rent	$	70,233		$	66,795
Tenant recoveries		1,066			848
Other property related revenue		9,501			8,107
Construction revenues		35			7,879
Other non-property related revenue		3,455			5,206
Total revenue		84,290			88,835
Expenses:
Property operating expenses		22,469			19,678
Taxes, licenses, and insurance		10,976			9,589
Construction expenses		34			7,266
Property management expenses		1,918			2,241
General and administrative expenses		4,383			5,780
Management fee and other expense		4,217			3,591
Restructuring charges		812			—
Investment and development		165			769
Depreciation		27,785			23,257
Amortization		873			759
Impairment		736			—
Total operating expenses		74,368			72,930
Income from operations		9,922			15,905
Other income (expense):
Interest expense and debt cost amortization		(21,735	)		(18,707	)
Gains on retirement of debt		25,319			5,471
Interest income		301			790
Income (loss) from partially-owned unconsolidated entities		(650	)		10,269
Loss on hedging activities		(1,063	)		—
Gains from sales of property, net of income taxes of $3,177 (Q109) and $406 (Q108)		5,380			1,931
Income taxes and other		3,090			874
Total other income (expense)		10,642			628
Income from continuing operations		20,564			16,533
Income from discontinued operations		229			2,365
Gains on disposal of discontinued operations, net of income taxes (benefit) of $26 (Q109) and ($14) (Q108)		45			2,913
Income from discontinued operations		274			5,278
Net income		20,838			21,811
Noncontrolling interest of limited partners — continuing operations		(1,009	)		(123	)
Noncontrolling interest of limited partners — discontinued operations		468			141
Income attributable to noncontrolling interest		(541	)		18
Net income attributable to CRLP		20,297			21,829
Distributions to limited partner preferred unitholders		(1,813	)		(1,827	)
Distributions to general partner preferred unitholders		(2,073	)		(2,488	)
Preferred unit issuance costs write-off, net of discount		(5	)		(271	)
Net income available to common unitholders	$	16,406		$	17,243
Net income available to common unitholders allocated to limited partners		(2,531	)		(3,016	)
Net income available to common unitholders allocated to general partner	$	13,875		$	14,227
Net income per common unit — Basic:
Income from continuing operations	$	0.28		$	0.21
Income from discontinued operations		0.01			0.09
Net income per common unit — Basic	$	0.29		$	0.30
Net income per common unit — Diluted:
Income from continuing operations	$	0.28		$	0.21
Income from discontinued operations		0.01			0.09
Net income per common unit — Diluted	$	0.29		$	0.30
Average units outstanding:
Basic		57,025			56,868
Diluted		57,025			57,029

On November 1, 2013, the $15.8 million outstanding on a seller-financing note associated with the disposition of Colonial Promenade at Fultondale was paid in full.

~~The~~ ~~accompanying notes are an integral part of these consolidated condensed financial statements.~~ 26

33 Table of Contents

~~Table~~Item 2. Management’s Discussion and Analysis of ~~Contents~~Financial Condition and Results of Operations

~~COLONIAL~~The ~~REALTY~~following ~~LIMITED~~discussion ~~PARTNERSHIP CONSOLIDATED~~and ~~CONDENSED~~analysis ~~STATEMENTS~~of OFthe ~~CASH~~consolidated ~~FLOWS~~ condensed financial condition and consolidated condensed results of operations should be read together with the consolidated financial statements of CRLP and the notes thereto contained in this Form 10-Q. This Quarterly Report on Form 10-Q contains certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (~~Unaudited~~the "Securities Act") , and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “estimates,” “predicts,” “potential,” or the negative of these terms or comparable terminology. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our and our affiliates’, or the industry’s actual results, performance, achievements or transactions to be materially different from any future results, performance, achievements or transactions expressed or implied by such forward-looking statements including, but not limited to, the risks described under the caption “Risk Factors” in ~~thousands~~CRLP’s Annual Report on Form 10-K for the year ended December 31, 2012 (the “2012 Form 10-K”) . Such factors include, among others, the following:

	Three Months Ended
	March 31,
	2009			2008
Cash flows from operating activities:
Net income attributable to CRLP	$	20,297		$	21,829
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		29,296			24,810
Loss (income) from partially-owned unconsolidated entities		650			(10,269	)
Gains from sales of property		(8,537	)		(5,236	)
Impairment		1,054			—
Gain on retirement of debt		(25,319	)		(5,471	)
Distributions of income from partially-owned unconsolidated entities		3,800			3,217
Other		1,204			—
Decrease (increase) in:
Restricted cash		(1,652	)		(160	)
Accounts receivable		175			7,331
Prepaid expenses		(7,190	)		(2,833	)
Other assets		4,381			(382	)
Increase (decrease) in:
Accounts payable		(13,540	)		(14,140	)
Accrued interest		2,830			2,582
Accrued expenses and other		10,367			1,215
Net cash provided by operating activities		17,816			22,493
Cash flows from investing activities:
Acquisition of properties		—			(7,369	)
Development expenditures		(22,758	)		(70,409	)
Tenant improvements and leasing commissions		—			(1,576	)
Capital expenditures		(2,759	)		(4,584	)
Proceeds from sales of property, net of selling costs		32,805			6,430
Issuance of notes receivable		(249	)		(3,262	)
Repayments of notes receivable		55			4,259
Distributions from partially-owned unconsolidated entities		—			17,194
Capital contributions to partially-owned unconsolidated entities		(41	)		(4,517	)
Sale of securities		467			3,596
Net cash provided by (used in) investing activities		7,520			(60,238	)
Cash flows from financing activities:
Proceeds from additional borrowings		350,000			57,630
Proceeds from dividend reinvestment plan and exercise of stock options		109			(1,927	)
Principal reductions of debt		(71,777	)		(73,692	)
Payment of debt issuance costs		(4,126	)		—
Net change in revolving credit balances and overdrafts		(280,788	)		35,605
Dividends paid to common and preferred unitholders		(16,042	)		(28,233	)
Distributions to minority partners in CRLP		(2,215	)		(4,996	)
Repurchase of Preferred Series D Units		—			(7,397	)
Other financing activities, net		(118	)		—
Net cash used in financing activities		(24,957	)		(23,010	)
Increase (decrease) in cash and cash equivalents		379			(60,755	)
Cash and cash equivalents, beginning of period		9,185			92,841
Cash and cash equivalents, end of period	$	9,564		$	32,086
Supplemental disclosure of cash flow information:
Cash paid during the period for interest, including amounts capitalized	$	19,844		$	21,233
Cash paid during the period for income taxes	$	—		$	4,335


•	difficulty in integrating MAA's and Colonial's operations, systems and personnel;

~~The~~• ~~accompanying~~changes ~~notes~~in ~~are~~national, anregional ~~integral~~and ~~part~~local ofeconomic ~~these~~conditions, ~~consolidated~~which ~~condensed~~may ~~financial~~be ~~statements.~~ negatively impacted by concerns about inflation, deflation, government deficits (including the European sovereign debt crisis), high unemployment rates, decreased consumer confidence and liquidity concerns, particularly in markets in which we have a high concentration of properties;

34 • 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 commercial space in our primary 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;

~~Table~~• ofexposure, ~~Contents~~as a multifamily focused real estate investment trust (“REIT”), to risks inherent in investments in a single industry;

~~COLONIAL~~• ~~REALTY~~risks ~~LIMITED~~associated ~~PARTNERSHIP NOTES~~with ~~TO CONSOLIDATED~~having ~~CONDENSED~~to ~~FINANCIAL~~perform ~~STATEMENTS March 31,~~under ~~2009 (Unaudited)~~ various financial guarantees that we have provided with respect to certain of our joint ventures and developments;

~~The~~• ~~consolidated~~ability ~~condensed financial statements of Colonial Realty Limited Partnership have been prepared pursuant~~ to ~~the~~obtain ~~Securities~~financing ~~and~~at ~~Exchange~~favorable ~~Commission (“SEC”) rules and regulations. The following notes~~rates, ~~which~~if ~~represent~~at ~~interim disclosures as required by the SEC~~all, ~~highlight significant changes to the notes included in the December 31, 2008 audited consolidated financial statements of Colonial Realty Limited Partnership~~ and ~~should~~refinance beexisting ~~read~~debt ~~together~~as ~~with~~it ~~the consolidated financial statements and notes thereto included in Colonial Realty Limited Partnership’s 2008 Annual Report on Form 10-K.~~ matures;

~~Note~~• 1actions, —strategies ~~Organization~~ and ~~Business~~ performance of affiliates that we may not control or companies, including joint ventures, in which we have made investments;

~~Colonial~~• ~~Realty~~changes ~~Limited~~in ~~Partnership (“CRLP”) is the~~ operating ~~partnership of Colonial Properties Trust (the “Trust”)~~costs, anincluding ~~Alabama~~ real estate ~~investment trust (“REIT”) whose shares are traded on the New York Stock Exchange. The Trust was originally formed as a Maryland REIT on July 9~~taxes, ~~1993 and reorganized as an Alabama REIT under a new Alabama REIT statute on August 21~~utilities, ~~1995. The Trust is a multifamily-focused, self-administered~~ and self-managed equity REIT, which means that it is engaged in the acquisition, development, ownership, management and leasing of multifamily apartment communities and other commercial real estate properties. The Trust’s activities include full or partial ownership and operation of a portfolio of 192 properties as of March 31, 2009, consisting of multifamily and commercial properties located in Alabama, Arizona, Florida, Georgia, Nevada, North Carolina, South Carolina, Tennessee, Texas and Virginia. As of March 31, 2009, including properties in lease-up, the Trust owns interests in 117 multifamily apartment communities (including 104 wholly-owned consolidated properties and 13 properties partially-owned through unconsolidated joint venture entities), and 75 commercial properties, consisting of 48 office properties (including 3 wholly-owned consolidated properties and 45 properties partially-owned through unconsolidated joint venture entities) and 27 retail properties (including five wholly-owned consolidated properties and 22 properties partially-owned through unconsolidated joint venture entities). insurance;

~~Note~~• 2higher —than ~~Summary~~expected ofconstruction ~~Significant Accounting Policies~~ costs;

~~Basis~~• uncertainties associated with the timing and amount of ~~Presentation~~ real estate dispositions and the resulting gains/losses associated with such dispositions;

~~The~~• ~~consolidated~~legislative ~~financial~~or ~~statements~~other ~~include~~regulatory ~~CRLP~~decisions, ~~Colonial~~including ~~Properties~~tax ~~Services Inc. (“CPSI”)~~legislation, ~~Colonial~~government ~~Properties~~approvals, ~~Services~~actions ~~Limited Partnership (“CPSLP”)~~ and ~~CLNL Acquisition Sub~~initiatives, ~~LLC. CPSI~~including ~~is a taxable REIT subsidiary of~~ the ~~Trust~~need ~~that~~for iscompliance ~~not~~with ~~entitled~~environmental ~~to a dividend paid deduction~~ and issafety ~~subject to federal~~requirements, ~~state~~ and ~~local~~changes ~~income~~in ~~taxes.~~laws ~~CPSI provides property development, leasing~~ and ~~management~~regulations ~~for~~or third-party owned properties and administrative services to CRLP. CRLP generally reimburses CPSI for payroll and other costs incurred in providing services to CRLP. All inter-company transactions are eliminated in the ~~accompanying~~interpretation ~~consolidated financial statements.~~ thereof;

~~Entities~~• inability ~~which~~of CRLP ~~owns,~~to ~~directly~~satisfy orthe ~~indirectly,~~rules ato ~~fifty~~maintain ~~percent~~its orstatus ~~less interest and does not control are reflected in the consolidated financial statements~~ as ~~investments~~a ~~accounted~~partnership for ~~under~~ ~~the~~federal ~~equity~~income ~~method.~~tax ~~Under this method~~purposes, the ~~investment~~ability ~~is carried at cost plus or minus equity in undistributed earnings or losses since the date~~ of ~~acquisition.~~Colonial ~~For~~Properties ~~those entities in which CRLP owns less than 100% of the equity interest~~Services, ~~CRLP~~Inc. ~~consolidates the entity if CRLP has the direct or indirect ability~~ to ~~make~~maintain ~~major~~its ~~decisions~~status ~~about~~as ~~the~~a ~~entities’~~taxable ~~activities~~REIT ~~based~~subsidiary onfor ~~the terms~~federal ofincome ~~the~~tax ~~respective~~purposes, ~~joint~~and ~~venture~~our ~~agreements~~ability ~~which specify the sharing of participating~~ and ~~protective~~ ~~rights such as decisions regarding major leases, encumbering~~ the ~~entities~~ability ~~with debt and whether to dispose~~ of ~~entities.~~our ~~CRLP also consolidates certain partially-owned entities and other~~ subsidiaries ifto ~~CRLP~~operate ~~owns~~effectively ~~less~~within ~~than 100% of~~ the ~~equity~~limitations ~~interest~~imposed ~~and is deemed to be the primary beneficiary as defined~~ by ~~the~~these Financial Accounting Standards Board (“FASB”) Interpretation 46 “Consolidation of Variable Interest Entities”, an Interpretation of ARB No. 51, as revised (“FIN 46(R)”). CRLP eliminates in consolidation revenues and expenses associated with its percentage interest in unconsolidated subsidiaries. rules;

~~CRLP~~• ~~recognizes~~price ~~noncontrolling~~volatility, ~~interest~~dislocations inand ~~its~~liquidity ~~Consolidated~~disruptions ~~Balance Sheets for partially-owned entities that CRLP consolidates. The noncontrolling partners’ share of current operations is reflected~~ in ~~noncontrolling~~the ~~interest~~financial ofmarkets ~~limited~~and ~~partners~~the inresulting ~~the~~impact ~~Consolidated~~on ~~Statements~~availability of ~~Income.~~ financing;

35 • effect of any rating agency actions on the cost and availability of new debt financing;

~~Table~~• level and volatility of ~~Contents~~interest or capitalization rates or capital market conditions;

~~Pursuant~~• toeffect ~~CRLP’s Third Amended and Restated Agreement~~ of ~~Limited Partnership, as amended, each time the Trust issues shares, it contributes to CRLP~~ any ~~net~~terrorist ~~proceeds~~activity ~~raised in connection with the issuance and CRLP issues an equivalent number of units to the Trust. Similarly, whenever the Trust purchases~~ or ~~redeems~~other ~~its~~heightened ~~preferred~~geopolitical ~~and~~crisis; ~~common shares, CRLP purchases, redeems or cancels an equivalent number of its units.~~ and

~~Reclassification~~ • other risks identified in the 2012 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.

~~Certain~~We ~~prior~~undertake ~~year~~no ~~numbers~~obligation ~~have~~to ~~been~~publicly ~~reclassified~~update toor ~~conform~~revise these forward-looking statements to ~~current~~reflect ~~year~~events, ~~presentation~~circumstances or changes in expectations after the date of this report.

~~Federal~~ ~~Income Tax Status~~ 27

~~CRLP~~Table ~~is a partnership for federal income tax purposes. As a partnership CRLP is not subject to federal income tax on its income. Instead, each~~ of CRLP’s partners, including the Trust, is required to pay tax on such partner’s allocable share of income. The Trust has elected to be taxed as a REIT under Sections 856 through 860 of the Code, commencing with its short taxable year ending December 31, 1993. A REIT generally is not subject to federal income tax on the income that it distributes to shareholders provided that the REIT meets the applicable REIT distribution requirements and other requirements for qualification as a REIT under the Code. The Trust believes that it is organized and has operated and intends to continue to operate, in a manner to qualify for taxation as a REIT under the Code. For each taxable year in which the Trust qualifies for taxation as a REIT, the Trust generally will not be subject to federal corporate tax on its net income that is distributed currently to its shareholders. While the Trust generally will not be subject to corporate federal income tax on income that it distributes currently to shareholders, it will be subject to federal income tax in certain circumstances including: the Trust will be subject to income tax to the extent it distributes less than 100% of its REIT taxable income (including capital gains); and, if the Trust acquires any assets from a non-REIT “C” corporation in a carry-over basis transaction, the Trust would be liable for corporate federal income tax, at the highest applicable corporate rate for the “built-in gain” with respect to those assets if it disposed of those assets within 10 years after they were acquired. CRLP and the REIT are subject to certain state and local taxes on income and property, including the margin-based tax in Texas and franchise taxes in Tennessee and North Carolina. Contents

CRLP’s consolidated financial statements include the operations of a taxable REIT subsidiary, CPSI, which is not entitled to a dividends paid deduction and is subject to federal, state and local income taxes. CPSI uses the liability method of accounting for income taxes. Deferred income tax assets and liabilities result from temporary differences. Temporary differences are differences between tax bases of assets and liabilities and their reported amounts in the financial statements that will result in taxable or deductible amounts in future periods. CPSI provides property development, construction services, leasing and management services for joint-venture and third-party owned properties and administrative services to CRLP and engages in for-sale development and condominium conversion activity. CRLP generally reimburses CPSI for payroll and other costs incurred in providing services to CRLP. All inter-company transactions are eliminated in the accompanying consolidated condensed financial statements. CPSI’s consolidated provision for income taxes was $0 and $0.6 million for the three months ended March 31, 2009 and 2008, respectively. CPSI’s effective income tax rate was 0% and 38.1% for the three months ended March 31, 2009 and 2008, respectively. As of March 31, 2009, CPSI had a net deferred tax asset, after valuation allowance, of approximately $3.0 million, which resulted primarily from the 2007 and 2008 impairment charges related to the Company’s for-sale residential properties. CPSI has assessed the recoverability of this asset and believes that, as of March 31, 2009, recovery is more likely than not based upon future taxable income and the ability to carry back taxable losses to prior periods. General

~~Tax~~As ~~years~~used ~~2005~~herein, ~~through~~the ~~2007~~terms ~~are~~“CRLP”, ~~subject~~“we”, “us”, “our” and “Operating Partnership” refer to ~~examination~~Colonial byRealty ~~the~~Limited ~~federal~~Partnership, a Delaware limited partnership, and ~~state~~its ~~taxing authorities~~subsidiaries and other affiliates, including Colonial Properties Services Limited Partnership and Colonial Properties Services, Inc. ~~There~~or, ~~are~~as nothe ~~income~~context ~~tax~~may ~~examinations~~require, ~~currently~~Colonial inRealty ~~process~~Limited Partnership only. As used herein, the term the “Trust” refers to Colonial Properties Trust, an Alabama real estate investment trust only.

CRLP ~~may~~owns, ~~from~~operates ~~time~~and develops multifamily apartment communities primarily located in the Sunbelt region of the United States. Also, we intend to ~~time~~create beadditional ~~assessed~~value ~~interest~~from orinvestments ~~penalties~~in commercial assets and by ~~major~~pursuing ~~tax~~development ~~jurisdictions~~opportunities. We are a fully-integrated real estate company, ~~although~~ ~~any~~which ~~such~~means ~~assessments~~that ~~historically~~we ~~have~~are ~~been~~engaged ~~minimal~~in the acquisition, development, ownership, management and ~~immaterial~~leasing toof ~~CRLP’s~~multifamily ~~financial results~~apartment communities and other commercial real estate properties. ~~When~~Our ~~CRLP~~activities ~~has~~include ~~received~~full anor ~~assessment~~partial ~~for~~ownership ~~interest~~and operation of 122 properties as of September 30, 2013, located in Alabama, Arizona, Florida, Georgia, Louisiana, Nevada, North Carolina, South Carolina, Tennessee, Texas and~~/or~~ ~~penalties~~Virginia, itdevelopment ~~has~~of ~~been classified~~new inproperties, acquisition of existing properties, build-to-suit development and the ~~financial~~provision ~~statements~~of asmanagement, ~~income~~leasing ~~tax~~and ~~expense~~brokerage services for commercial real estate.

As of September 30, 2013, we owned or maintained a partial ownership in:

On February 17, 2009, President Obama signed into law the American Recovery and Reinvestment Act of 2009 (the “Act”). Section 1231 of the Act allows some business taxpayers to elect to defer cancellation of indebtedness income when the taxpayer repurchases applicable debt instruments after December 31, 2008 and before January 1, 2011. Under the Act, the cancellation of indebtedness income would be deferred for five years (until 2014), and the cancellation of indebtedness income in 2010 would be deferred for four years (until 2014), subject in both cases to acceleration events. After the deferral period, 20% of the cancellation of indebtedness income would be included in taxpayer’s gross income in each of the next five taxable years. The deferral is an irrevocable election made on the taxpayer’s income tax return for the taxable year of the reacquisition. The Company is currently evaluating whether it qualifies for, and if so, whether it will make this election with regard to debt repurchased in 2009.



	Consolidated Properties	Units/Sq. Feet ₍₁₎	Unconsolidated Properties	Units/Sq. Feet₍₁₎	Total Properties	Total Units/Sq. Feet₍₁₎
Multifamily apartment communities	115	34,370	1	288	116	34,658
Commercial properties	4	806,000	2	178,000	6	984,000

_____________________________

36 (1) Units refer to multifamily apartment units. Square feet refers to commercial space and excludes space owned by anchor tenants.

~~Table~~In addition, we own certain parcels of ~~Contents~~land adjacent to or near these properties (the “land”). The multifamily apartment communities, the commercial properties and the land are referred to herein collectively as the “properties”. As of September 30, 2013, consolidated multifamily apartment communities and commercial properties that were no longer in lease-up were 95.0% and 89.4% occupied, respectively. We generally consider a property to be in lease-up until it first attains physical occupancy of at least 93%.

~~Use~~The Trust is the general partner of ~~Estimates~~ CRLP and, as of September 30, 2013, held approximately 92.6% of the interests in CRLP. We conduct all of our business through CRLP, CPSLP, which provides management services for our properties, and CPSI, which provides management services for properties owned by third parties, including unconsolidated joint venture entities. We perform all of our for-sale residential activities through CPSI.

~~The~~As ~~preparation~~a lessor, the majority of ~~consolidated~~our ~~condensed~~revenue ~~financial~~is ~~statements~~derived infrom ~~conformity~~residents ~~with~~and ~~accounting principles~~tenants ~~generally~~under ~~accepted~~existing inleases ~~the~~at ~~United~~our ~~States~~properties. ~~(“GAAP”)~~Therefore, ~~requires~~our ~~management~~operating tocash ~~make~~flow ~~estimates and~~is ~~assumptions~~dependent upon the rents that ~~affect~~we ~~the~~are ~~reported~~able ~~amounts~~to ofcharge ~~assets~~our residents and ~~liabilities~~tenants, and ~~disclosure~~the ability of ~~contingent~~ ~~assets~~these residents and ~~liabilities~~tenants atto ~~the~~make ~~date~~their ofrental ~~the~~payments. ~~financial~~We ~~statements~~also ~~and~~receive ~~the~~third-party ~~reported~~management ~~amounts of~~fees ~~revenues~~generated ~~and~~from ~~expenses~~third-party ~~during~~management ~~the~~agreements ~~reporting~~related ~~periods.~~to ~~Actual~~management ~~results~~of ~~could~~properties ~~differ~~held ~~from~~in ~~those estimates~~joint ventures.

~~Unaudited~~Our ~~Interim~~executive ~~Statements~~ offices are located at 2101 Sixth Avenue North, Suite 750, Birmingham, Alabama, 35203 and our telephone number is (205) 250-8700.

~~The~~Merger ~~consolidated~~with ~~condensed~~MAA financial statements as of and for the three months ended March 31, 2009 and 2008 and related footnote disclosures are unaudited. In the opinion of management, such financial statements reflect all adjustments necessary for a fair statement of the results of the interim periods.

~~Revenue~~On ~~Recognition~~ October 1, 2013, pursuant to the Agreement and Plan of Merger, dated as of June 3, 2013, an indirect, wholly-owned subsidiary of MAA LP merged with and into CRLP, with CRLP surviving the merger and, immediately following the Partnership Merger, the Trust merged with and into MAA, with MAA surviving the merger. As a result of the Parent Merger, each common share of the Trust was converted into the right to receive 0.36 of a newly issued share of MAA common stock. As a result of the Partnership Merger, each limited partner interest in CRLP designated as a “Class A Unit” and a “Partnership Unit” under the limited partnership agreement of CRLP issued and outstanding immediately prior to the effectiveness of the partnership merger was converted into the right to receive 0.36 of a newly issued common unit in MAA LP.

~~Sales~~Executive ~~and~~Summary ~~the associated gains or losses on real estate assets, condominium conversion projects and for-sale residential projects are recognized in accordance with the provisions~~ of ~~SFAS No. 66,~~Results ~~Accounting for Sales~~ of Real Estate (“SFAS No. 66”). For condominium conversion and for-sale residential projects, sales and the associated gains for individual condominium units are recognized upon the closing of the sale transactions, as all conditions for full profit recognition have been met (“Completed Contract Method”). Under SFAS No. 66, CRLP uses the relative sales value method to allocate costs and recognize profits from condominium conversion and for-sale residential sales. Operations

~~Estimated~~The ~~future~~following ~~warranty~~discussion ~~costs~~of onresults ~~condominium~~of ~~conversion~~operations ~~and~~ for~~-sale~~ ~~residential~~the ~~sales~~three ~~are charged~~and tonine ~~cost~~months ofended ~~sales~~September 30, in2013 ~~the~~and ~~period~~2012 ~~when~~should ~~the~~be ~~revenues~~read ~~from~~in ~~such~~conjunction ~~sales~~with ~~are~~the ~~recognized.~~Consolidated ~~Such estimated~~Condensed ~~warranty~~Statements ~~costs are approximately 0.5%~~ of ~~total~~Operations ~~revenue.~~and AsComprehensive ~~necessary,~~Income ~~additional warranty~~(Loss) ~~costs~~of ~~are~~CRLP ~~charged~~and torelated ~~costs~~notes ofthereto ~~sales~~included ~~based~~in onItem 1 ~~management’s estimate~~ of ~~the~~this ~~costs~~Form ~~to remediate existing claims~~10-Q.

~~Revenue~~ from construction contracts is recognized on the percentage-of-completion method, measured by the percentage of costs incurred to date to estimated total costs. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Adjustments to estimated profits on contracts are recognized in the period in which such adjustments become known. 28

~~Other~~Table ~~income received from long-term contracts signed in the normal course~~ of business, including property management and development fee income, is recognized when earned for services provided to third parties, including joint ventures in which CRLP owns a noncontrolling interest. Contents

~~CRLP,~~For asthe ~~lessor,~~three ~~retains~~months ~~substantially~~ended ~~all~~September 30, ~~the~~2013, ~~risks~~CRLP ~~and~~reported ~~benefits~~a ofnet ~~property~~loss ~~ownership~~available ~~and accounts~~to ~~for~~common ~~its~~unitholders ~~leases~~of ~~as operating leases~~$51.6 ~~Rental~~million, ~~income~~compared ~~attributable~~with ~~to leases is recognized on~~ a ~~straight-line~~net ~~basis~~loss ~~over~~available ~~the~~to ~~terms~~common unitholders of ~~the leases~~$7.0 ~~Certain~~million ~~leases contain provisions~~ for ~~additional~~ ~~rent~~the ~~based~~comparable onprior ayear ~~percentage of tenant sales~~period. For ~~Percentage rents are recognized in~~ the ~~period~~ innine ~~which~~months ~~sales~~ended ~~thresholds~~September 30, ~~are~~2013, ~~met.~~CRLP ~~Recoveries~~reported ~~from~~a ~~tenants~~net ~~for~~loss ~~taxes,~~available ~~insurance~~to ~~and~~common ~~other property~~unitholders ~~operating~~of ~~expenses~~$28.1 ~~are~~million, ~~recognized~~compared inwith ~~the~~net ~~period~~income ~~the~~available ~~applicable~~to ~~costs~~common ~~are~~unitholders ~~incurred~~of ~~in accordance~~$0.1 ~~with~~million for the ~~terms~~comparable ofprior ~~the~~year ~~related lease~~period.

~~Impairment~~ The principal factors that influenced our results from continuing operations for the three months ended September 30, 2013 include:

~~Management~~• ~~evaluates~~a ~~the~~4.7% ~~recoverability~~increase ofin ~~its~~multifamily ~~investment~~same-property inrevenue ~~real~~from ~~estate~~continuing ~~assets~~operations, infrom ~~accordance with~~$84.3 ~~Statement~~million offor ~~Financial~~the ~~Accounting~~three ~~Standards~~months ~~No. 144~~ended September 30, ~~Accounting~~2012 to $88.3 million for the ~~Impairment~~three ormonths ~~Disposal~~ ended September 30, 2013, primarily as a result of ~~Long~~an improvement in lease rates and a consistently high occupancy level. In addition, multifamily same-~~Lived~~property ~~Assets~~expenses ~~(“SFAS~~from Nocontinuing operations increased 10. ~~144”)~~3%, from $33.9 ~~This~~million ~~statement~~for ~~requires~~the ~~that~~three ~~long-lived~~months ~~assets~~ended beSeptember ~~reviewed~~ 30, 2012 to $37.3 million for ~~impairment~~the ~~whenever~~three ~~events~~months orended ~~changes~~September 30, 2013, primarily as a result of an increase in ~~circumstances~~compensation ~~indicate~~associated ~~that~~with ~~recoverability~~bonuses paid in contemplation of the ~~asset~~ ismerger ~~not~~and ~~assured~~property tax accruals. Overall, these changes resulted in an 0.9% increase in multifamily same-property net operating income from continuing operations when compared with the third quarter of 2012 (see Note 8 to CRLP's Consolidated Condensed Financial Statements - “Segment Information”);

~~CRLP~~• ~~evaluates~~ the ~~recoverability~~inclusion of ~~its~~the ~~investments~~results ~~in real estate assets held for use continuously and records an impairment charge when there is an indicator~~ of ~~impairment~~operations ~~and~~from ~~the undiscounted~~Colonial ~~projected~~Grand ~~cash~~at ~~flows~~Ayrsley ~~are~~(phase ~~less~~II), ~~than the carrying amount for~~ a ~~particular~~81-unit ~~asset.~~multifamily ~~These estimates~~apartment ofcommunity ~~cash~~located ~~flows~~in ~~are significantly impacted by estimates of sales price~~Charlotte, ~~selling~~North ~~velocity, sales~~Carolina. ~~incentives,~~Construction ~~construction~~was ~~costs~~completed ~~and~~for ~~other~~this ~~factors.~~development ~~Due~~during ~~to uncertainties in~~ the ~~estimation process,~~three ~~actual~~months ~~results~~ended ~~could~~September ~~differ~~30, ~~from such estimates.~~ 2013;

37 • charges of $28.3 million of non-cash impairment charges and other losses, primarily related to the write-down of a commercial asset; and

~~Table~~• charges of ~~Contents~~$17.3 million of merger-related expenses.

~~Assets~~In ~~that~~addition ~~are~~to ~~classified as held-for-sale are recorded at~~ the ~~lower~~factors ofdescribed ~~their~~above, ~~carrying amount or fair value less cost to sell. Management evaluates~~ the ~~fair~~principal ~~value~~factors ~~less~~that ~~cost~~influenced toour ~~sell~~results ~~continuously and records impairment charges when required. An asset is generally classified as held-~~for~~-sale once~~ ~~management commits to a plan to sell~~ the ~~particular~~nine ~~asset~~months ~~and~~ended ~~has~~September 30, ~~initiated~~2013 ~~an active program to market the asset for sale.~~ include:

~~Investment~~• a 4.7% increase in multifamily same-property revenue from continuing operations, from $248.0 million for the nine months ended September 30, 2012 to $259.7 million for the nine months ended September 30, 2013, primarily as a result of an improvement in lease rates and ~~Development~~ a consistently high occupancy level. In addition, multifamily same-property expenses from continuing operations increased 5.8%, from $97.6 million for the nine months ended September 30, 2012 to $103.3 million for the nine months ended September 30, 2013. Overall, these changes resulted in an 4.0% increase in multifamily same-property net operating income from continuing operations when compared with the nine months ended September 30, 2012 (see Note 8 to CRLP's Consolidated Condensed Financial Statements - “Segment Information”);

~~Investment~~• ~~and~~the ~~development~~inclusion ~~expenses~~of ~~consist~~the ~~primarily~~results of ~~costs~~operations ~~related~~from toColonial ~~abandoned~~Reserve ~~pursuits. CRLP~~at ~~incurs~~Frisco ~~costs~~Bridges, ~~prior~~a to252-unit ~~land~~multifamily ~~acquisition~~apartment ~~including~~community ~~contract~~located ~~deposits~~in Dallas, ~~as well as legal~~Texas, ~~engineering~~ and ~~other~~Colonial ~~external~~Grand ~~professional~~at ~~fees~~Windermere, ~~related to evaluating the feasibility of such developments. If CRLP determines that it is probable that it will not develop~~ a ~~particular project, any related pre~~280-~~development~~unit ~~costs~~multifamily ~~previously~~apartment ~~incurred~~community ~~are~~located ~~immediately~~in ~~expensed.~~Orlando, ~~The Company recorded $0~~Florida.~~2 million~~ ~~and~~These ~~$0.8 million~~acquisitions inwere ~~investment~~completed ~~and development expenses~~ during ~~the three~~2013; ~~months ended March 31, 2009~~ and ~~2008, respectively.~~

~~Notes~~• ~~Receivable~~ the inclusion of the results of operations from Colonial Grand at Double Creek, a 296-unit multifamily apartment community located in Austin, Texas, and Colonial Grand at Lake Mary (Phase II), a 108-unit multifamily apartment community located in Orlando, Florida. Construction was completed for these developments during the three months ended March 31, 2013.

~~Notes~~Results ~~receivable consists primarily~~ of promissory notes issued by third parties. CRLP records notes receivable at cost. CRLP evaluates the collectability of both interest and principal for each of its notes to determine whether it is impaired. A note is considered to be impaired when, based on current information and events, it is probable that CRLP will be unable to collect all amounts due according to the existing contractual terms. When a note is considered to be impaired, the amount of the allowance is calculated by comparing the recorded investment to either the value determined by discounting the expected future cash flows at the note’s effective interest rate or to the value of the collateral if the note is collateral dependent. Operations

~~Note~~Comparison ~~receivable activity for the three months ended March 31, 2009 consisted primarily~~ of the ~~following:~~ onThree ~~February 2,~~Months ~~2009,~~Ended ~~CRLP disposed of Colonial Promenade at Fultondale for approximately $30.7~~September ~~million~~30, ~~which~~2013 ~~included~~and ~~$16.9 million of seller-financing for a term of five years at an interest rate of 5.6% (see Note 5).~~ 2012

~~CRLP had recorded accrued interest~~ Property-related to its outstanding notes receivable of $0.1 million as of March 31, 2009 and December 31, 2008. As of March 31, 2009, CRLP had a $1.5 million reserve recorded against its outstanding notes receivable and accrued interest. The weighted average interest rate on the notes receivable is approximately 5.7% and 5.9% per annum as of March 31, 2009 and December 31, 2008, respectively. Interest income is recognized on an accrual basis. revenue

~~Assets~~Total property-related revenues, which consist of minimum rent, tenant recoveries and ~~Liabilities~~other ~~Measured~~property atrelated ~~Fair~~revenue, ~~Value~~ were $103.7 million for the three months ended September 30, 2013, compared to $91.9 million for the same period in 2012. The components of property-related revenues for the three months ended September 30, 2013 and 2012 are:

On January 1, 2008, CRLP adopted Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“SFAS No. 157”) for financial assets and liabilities. On January 1, 2009, CRLP adopted the requirements of SFAS No. 157 for its non-financial assets and liabilities. The adoption of SFAS No. 157 for non-financial assets and liabilities on January 1, 2009 did not have a material impact on CRLP’s consolidated financial statements. SFAS No. 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. SFAS No. 157 applies to reported balances that are required or permitted to be measured at fair value under existing accounting pronouncements; accordingly, the standard does not require any new fair value measurements of reported balances. 29

~~SFAS~~Table No. 157 emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing an asset or liability. As a basis for considering market participant assumptions in fair value measurements, SFAS No. 157 establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy). Contents

Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that CRLP has the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, which are typically based on an entity’s own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level



	Three Months Ended				Three Months Ended
	September 30, 2013				September 30, 2012				% Change
			% of Total				% of Total		from
($ in thousands)	Revenues		Revenues		Revenues		Revenues		2012 to 2013
Minimum rent	$	83,748	81	%	$	76,746	84	%	9	%
Tenant recoveries	698		1	%	646		1	%	8	%
Other property-related revenue	19,302		19	%	14,477		16	%	33	%
Total property-related revenues	$	103,748	100	%	$	91,869	100	%	13	%

38 The increase in total property-related revenues of $11.9 million for the three months ended September 30, 2013, as compared to the same period in 2012, is primarily attributable to an increase in rental rates at our multifamily same-property apartment communities and an increase in minimum rent resulting from properties acquired and properties developed and placed into service since July 1, 2012. The following table illustrates the change in property-related revenues by property type, with the three components (minimum rent, tenant recoveries and other property-related revenue) presented on an aggregate basis for each property type:



	Three Months Ended				Change
	September 30,				from
($ in thousands)	2013		2012		2012 to 2013
Multifamily:
Same-property communities₍₁₎	88,285		84,343		3,942
Acquisitions ₍₂₎	5,290		417		4,873
Developments	4,248		1,542		2,706
Other ₍₃₎	5,925		5,567		358
	$	103,748	$	91,869	$	11,879

input that is significant to the fair value measurement in its entirety. CRLP’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. _____________________________

~~New~~(1) ~~Accounting~~Consists ~~Pronouncements~~ of the 101 consolidated multifamily communities, containing 30,938 apartment units, continuously owned since January 1, 2012, which are classified in continuing operations.

In(2) ~~September 2006,~~Includes ~~the~~five ~~FASB~~multifamily ~~issued~~communities ~~SFAS~~acquired ~~No. 157,~~since ~~Fair~~July ~~Value Measurement, as discussed above. SFAS No. 157 is effective for CRLP’s financial assets and liabilities on January~~ 1, ~~2008. In February 2008~~2012, ~~the FASB reached a conclusion to amend SFAS No. 157 to exclude SFAS No. 13 Accounting for Leases~~ and ~~its~~one ~~related~~multifamily ~~interpretive~~community ~~accounting~~that ~~pronouncements.~~was CRLP adopted the deferral provisions of FASB Staff Position, or FSP, SFAS No. 157-2, “Effective Date of FASB Statement No. 157,” which delays the effective date of SFAS No. 157 for all nonrecurring fair value measurements of non-financial assets and liabilities until fiscal years beginning after November 15, 2008. CRLP also adopted FSP SFAS No. 157-3, “Determining the Fair Value of a Financial Asset When the Market for That Asset is Not Active.” Adoption of these FSPs did not have a material impact on CRLP’s consolidated financial statements. In April 2009, the FASB issued FSP FAS 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That are Not Orderly (“FSP FAS 157-4”). FSP FAS 157-4 provides additional guidance for estimating fair value in ~~accordance~~lease ~~with SFAS No~~up. 157 when the volume and level of activity for both financial and nonfinancial assets and liabilities have significantly decreased. FSP FAS 157-4 is effective for fiscal years and interim periods beginning after July 1, 2009 and shall be applied prospectively. CRLP does not expect the adoption of FSP FAS 157-4 to have a material impact on its consolidated financial statements.

~~In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements — an amendment of ARB No. 51~~ (~~“SFAS No. 160”~~3). ~~SFAS~~Includes ~~No. 160~~all ~~amends~~commercial ~~Accounting Research~~properties ~~Bulletin 51 to establish accounting~~ and ~~reporting~~all ~~standards~~multifamily ~~for~~communities ~~the~~other ~~noncontrolling interest~~than insame-property a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements under certain circumstances. SFAS No. 160 requires consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest. SFAS No. 160 also requires disclosurecommunities, on the ~~face~~five ofmultifamily ~~the~~communities ~~consolidated~~acquired ~~statement~~since ofJuly ~~income~~1, of2012 ~~the amounts of consolidated net income attributable to the parent~~ and to the noncontrolling interest. The provisions of SFAS No. 160 became effective for fiscal years beginning after November 15, 2008, including interim periods beginning January 1, 2009. Based on CRLP’s evaluation of SFAS No. 160, CRLP has concluded that it will continue to classify limited partners’ redeemable units as “temporary equity” in its consolidated balance sheet. Each limited partners’ redeemable units may be redeemed by the holder thereof for either one ~~common~~multifamily ~~share~~community of the Trust or cash equal to the fair market value thereof at the time of such redemption, at the option of the Trust. CRLP has classified these redeemable units as temporary equity. This is primarily due to the fact that ~~the~~was ~~election to settle redeemable units~~ in ~~common~~lease ~~shares of the Trust or cash is made by the Trust~~up. As the ability to issue common shares of the Trust in exchange for redeemable units of CRLP is outside of the exclusive control of CRLP, CRLP concluded that it does not meet the requirements for permanent equity classification under the provisions of EITF 00-19, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock. All other noncontrolling interests are classified as equity in the accompanying consolidated condensed balance sheets. The adoption of SFAS No. 160 did not have a material impact on the Company’s consolidated financial statements.

InProperty-related ~~December 2007,~~revenues ~~the~~for ~~FASB~~our ~~issued~~multifamily ~~SFAS~~same-property ~~No. 141(R),~~communities ~~Business~~classified ~~Combinations~~in ~~(“SFAS~~continuing ~~No. 141(R)”), which~~operations ~~changes~~increased ~~how~~$3.9 ~~business~~million, ~~acquisitions~~or ~~are~~4.7%, ~~accounted~~ for ~~and will impact financial statements both on~~ the ~~acquisition~~three ~~date~~months ~~and~~ended ~~in subsequent periods. SFAS No.~~September ~~141(R)~~30, ~~requires~~2013 ~~the~~compared ~~acquiring entity in a business combination~~ to ~~recognize all (and only)~~ the ~~assets~~same ~~acquired~~period ~~and liabilities assumed~~ in ~~the~~2012, ~~transaction~~primarily ~~and~~due ~~establishes~~to ~~the~~improvements ~~acquisition-date fair value as the measurement objective for all assets acquired and liabilities assumed~~ in alease ~~business~~rental ~~combination~~rates. ~~Certain~~During ~~provisions~~the ~~of this standard will~~quarter, ~~among~~rents ~~other~~increased ~~things,~~an ~~impact~~average ~~the determination~~ of ~~acquisition-date~~1.8% ~~fair~~on ~~value~~new of consideration paid in a business combination (including contingent consideration); exclude transaction costs from acquisition accounting; and change accounting practices for acquired contingencies, acquisitionmove-~~related~~ins ~~restructuring~~compared ~~costs, and tax benefits. This Statement applies prospectively~~ to ~~business combinations for which~~ the ~~acquisition~~expiring ~~date~~lease isfor ~~on or after~~ the ~~beginning of~~same ~~the~~unit ~~first~~and ~~annual~~renewal ~~reporting~~rates ~~period~~increased ~~beginning~~an onaverage ~~or after December 15, 2008. The adoption~~ of ~~SFAS No~~6. ~~141(R)~~6% ~~did~~over ~~not have a material impact on CRLP’s consolidated financial statements. In April 2009,~~ the ~~FASB~~expiring ~~issued~~lease ~~FSP FAS 141 (R)-1, Accounting~~ for ~~Assets~~the ~~Acquired~~same ~~and~~unit. ~~Liabilities~~As ~~Assumed in~~ a ~~Business~~result, ~~Combination~~average ~~That~~monthly ~~Arise~~revenue ~~from~~per ~~Contingencies~~unit ~~(“FSP~~for ~~FAS~~our ~~141~~multifamily ~~(R)~~same-~~1”).~~property ~~FSP~~communities ~~FAS~~increased ~~141~~to ~~(R)-~~$1 ~~provides~~,002 ~~additional~~per ~~guidance~~unit onfor ~~initial~~the ~~recognition~~three ~~and~~months ~~measurement,~~ended ~~subsequent measurement and accounting~~September 30, ~~and~~2013 ~~disclosure~~compared ofto ~~assets~~$949 ~~and~~per ~~liabilities~~unit ~~arising~~for ~~from~~the ~~contingencies~~same period in ~~a business combination~~2012. ~~FSP~~Average ~~FAS~~occupancy ~~141 (R)-1 is effective~~ for ~~fiscal~~our ~~years~~multifamily ~~and~~same-property ~~interim~~communities ~~periods~~was ~~beginning after December 15, 2008~~94.9% ~~CRLP~~for ~~does not expect~~ the ~~adoption~~three ofmonths ~~FSP~~ended ~~FAS~~September 30, ~~141~~2013 ~~(R)-1~~compared to ~~have~~95.8% afor ~~material impact~~the onthree ~~its~~months ~~consolidated~~ended ~~financial~~September 30, ~~statements~~2012.

39 Other non-property-related revenue

~~Table~~Other non-property-related revenues, which consist primarily of ~~Contents~~management fees, leasing fees and other miscellaneous fees, were $0.1 million for the three months ended September 30, 2013, compared to $1.3 million for the same period in 2012. The $1.2 million decrease is attributable to the loss, since July 1, 2012, of third-party management and leasing contracts related to properties previously held in joint ventures or owned by third-parties.

InProperty-related March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities (“SFAS No. 161”), an amendment of FASB Statement No. 133. SFAS No. 161 is intended to help investors better understand how derivative instruments and hedging activities affect an entity’s financial position, financial performance and cash flows through enhanced disclosure requirements. The enhanced disclosures primarily surround disclosing the objectives and strategies for using derivative instruments by their underlying risk as well as a tabular format of the fair values of the derivative instruments and their gains and losses. SFAS No.161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The adoption of SFAS No. 161 did not have a material impact on CRLP’s consolidated financial statements, but has resulted in certain additional disclosures relating to CRLP’s interest rate swaps (see Note 13). expenses

InTotal ~~April 2008, the FASB issued FSP FAS No. 142~~property-3,related ~~Determination~~expenses ofwere ~~the Useful Life of Intangible Assets (“FSP FAS No~~$44. ~~142-3”).~~6 ~~This~~million ~~FSP~~for ~~amends~~ the ~~factors~~three ~~that~~months ~~should~~ended ~~be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No.~~September ~~142~~30, ~~“Goodwill~~2013, ~~and~~compared ~~Other~~to ~~Intangible Assets”~~$37.1 ~~This~~million ~~FSP~~for ~~allows~~the ~~CRLP to~~same ~~use~~period ~~its historical experience~~ in ~~renewing~~2012. orThe ~~extending~~components ~~the useful life~~ of ~~intangible~~property-related ~~assets. This~~expenses ~~FSP is effective~~ for ~~fiscal~~the ~~years~~three ~~beginning~~months ~~after~~ended ~~December~~September 1530, ~~2008~~2013 and ~~interim~~2012 periods within those fiscal years and shall be applied prospectively to intangible assets acquired after the effective date. The application of this FSP did not have a material impact on CRLP’s consolidated financial statements. are:

In June 2008, the FASB issued a FSP EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities (“FSP EITF No. 03-6-1”), which addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting and, therefore, need to be included in the earnings allocation in computing earnings per share under the two-class method as described in SFAS No. 128, “Earnings per Share.” Under the guidance in FSP EITF No. 03-6-1, unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method. The FSP is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. All prior-period earnings per share data presented shall be adjusted retrospectively. The adoption of FSP EITF No. 03-6-1 requires CRLP to include participating securities in the earnings per unit calculation (see Note 9). The application of this FSP did not have a material impact on the Company’s consolidated financial statements. 30

InTable December 2008, the FASB’s Emerging Issues Task Force issued EITF 08-6, Equity Method Investment Accounting Considerations (“EITF 08-6”), which, amongst other items, clarifies that the initial carrying value of an equity method investment should be based on the cost accumulation model. EITF 08-6 is effective on a prospective basis in fiscal years beginning on or after December 15, 2008, and interim periods within those fiscal years. The application of EITF 08-6 did not have a material impact on CRLP’s consolidated financial statements. Contents

In April 2009, the FASB issued FSP FAS 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial Instruments (“FSP FAS 107-1”). FSP FAS 107-1 amends SFAS No. 107 to require disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies in addition to the annual financial statements. FSP FAS 107-1 also amends APB No. 28 to require those disclosures in summarized financial information at interim reporting periods. FSP FAS 107-1 is effective for interim periods ending after June 15, 2009. Prior period presentation is not required for comparative purposes at initial adoption. CRLP does not expect the adoption of FSP FAS 107-1 to have a material impact on its consolidated financial statements.



	Three Months Ended				Three Months Ended
	September 30, 2013				September 30, 2012				% Change
			% of Total				% of Total		from
($ in thousands)	Expenses		Expenses		Expenses		Expenses		2012 to 2013
Property operating expenses	$	31,827	71	%	$	26,753	72	%	19	%
Taxes, licenses and insurance	12,798		29	%	10,342		28	%	24	%
Total property-related expenses	$	44,625	100	%	$	37,095	100	%	20	%

~~Note~~The 3increase —in ~~Capital~~total ~~Structure~~ property-related expenses of $7.5 million for the three months ended September 30, 2013, as compared to the same period in 2012, is primarily attributable to operating expenses associated with properties acquired and properties developed and placed into service since July 1, 2012. The increase in expenses at our same-property apartment communities is primarily due to an increase in compensation associated with bonuses paid in contemplation of the merger and property tax accruals. The following table illustrates the change in total property-related expenses by property type, with the two components (property operating expenses and taxes, licenses and insurance) presented on an aggregate basis for each property type:

At March 31, 2009, the Trust controlled CRLP as CRLP’s sole general partner and as the holder of approximately 84.6% interest in CRLP. The limited partners of CRLP who hold redeemable common units are those persons (including certain officers and trustees of the Trust) who, at the time of the Trust’s initial public offering, elected to hold all or a portion of their interest in the form of units rather than receiving common shares of the Trust, or individuals from whom CRLP acquired certain properties who elected to receive units in exchange for the properties. Redeemable units represent the number of outstanding limited partnership units as of the date of the applicable balance sheet, valued at the closing market value of the Trust’s common shares. Each redeemable unit may be redeemed by the holder thereof for either cash equal to the fair market value of one common share of the Trust at the time of such redemption or, at the option of the Trust, one common share of the Trust. Additionally, CRLP has outstanding $100 million of Series B Preferred Units issued in a private placement, that are exchangeable for 7.25% Series B Cumulative Redeemable Perpetual Preferred Shares of the Trust in whole or in part at anytime on or after January 1, 2014 at the option of the holders of the Series B Preferred Units. CRLP also has 401,125 outstanding Series D Preferred Units, all of which are held by the Trust, as general partner of CRLP.



	Three Months Ended				Change
	September 30,				from
($ in thousands)	2013		2012		2012 to 2013
Multifamily:
Same-property communities₍₁₎	37,344		33,856		3,488
Acquisitions ₍₂₎	2,503		310		2,193
Developments	1,818		713		1,105
Other₍₃₎	2,960		2,216		744
	$	44,625	$	37,095	$	7,530

40 _____________________________

~~Table~~(1) Consists of ~~Contents~~the 101 consolidated multifamily communities, containing 30,938 apartment units, continuously owned since January 1, 2012, which are classified in continuing operations.

~~The~~(2) ~~Board~~Includes offive ~~Trustees~~multifamily ofcommunities ~~the~~acquired ~~Trust~~since ~~manages~~July ~~CRLP~~1, ~~by directing the affairs of CRLP. The Trust’s interest in CRLP entitles the Trust to share in cash distributions from~~2012, and inone ~~the~~multifamily ~~profits~~community ~~and losses~~that ~~of,~~was ~~CRLP~~ in ~~proportion~~lease ~~to the Trust’s percentage interest therein and entitle the Trust to vote on all matters requiring a vote of the limited partners~~up.

In(3) ~~January 2008,~~Includes ~~the~~all ~~Trust’s~~commercial ~~Board~~properties ofand ~~Trustees~~all ~~authorized~~multifamily ~~the~~communities ~~repurchase~~other ofthan upsame-property ~~to $25.0 million of the Company’s 81/8% Series D preferred depositary shares in a limited number of separate~~communities, ~~privately negotiated transactions. Each Series D preferred depositary share represents 1/10 of a share of~~ the ~~Trust’s~~five ~~81/8%~~multifamily ~~Series D~~communities ~~Cumulative~~acquired ~~Redeemable~~since ~~Preferred~~July ~~Shares of Beneficial Interest~~1, ~~par~~2012 ~~value~~and ~~$0.01~~one ~~per~~multifamily ~~share.~~community Inthat ~~connection~~was with the repurchase of the Series D preferred depositary shares, the Board of Trustees of the Trust, as general partner of CRLP, also authorized the repurchase of a corresponding amount of Series D Preferred Units. During the three months ended March 31, 2008, the Trust repurchased 306,750 shares of its outstanding Series D preferred depositary shares in ~~privately~~lease ~~negotiated transactions for an aggregate purchase price of $7~~up.7 million, at an average price of $24.86 per depositary share. The Trust received a discount to the liquidation preference price of $25.00 per depositary share, of approximately $0.1 million, on the repurchase and wrote off approximately $0.3 million of issuance costs.

OnProperty ~~October 29,~~management 2008, the Trust’s Board of Trustees authorized a repurchase program which allows the Trust to repurchase up to an additional $25.0 million of its outstanding Series D preferred depositary shares over a 12 month period (and a corresponding amount of Series D Preferred Units). The Trust did not repurchase any of its outstanding Series D preferred depositary shares during the three months ended March 31, 2009. The Trust will continue to monitor the equity markets and repurchase preferred shares if the repurchases meet the required criteria, as funds are available. If the Trust were to repurchase outstanding Series D depositary shares, it would expect to record additional non-cash charges related to the write-off of Series D preferred issuance costs. expense

InProperty ~~connection~~management ~~with~~expenses ~~our~~consist ~~adoption~~ of ~~SFAS~~regional ~~No. 160~~supervision ~~effective~~and ~~January 1,~~accounting ~~2009,~~costs ~~CRLP~~related ~~also adopted the recent revisions~~ to ~~EITF~~consolidated ~~Topic~~property ~~D-98~~operations, ~~“Classification~~primarily ~~and~~consisting ~~Measurement~~ of ~~Redeemable Securities~~salaries ~~(“D-98”).”~~and Asincentive acompensation ~~result~~and ofproperty ~~CRLP’s~~management ~~adoption~~software ofcosts. ~~these~~Property ~~standards,~~management ~~amounts~~expenses ~~previously reported~~were ~~as limited partners’ interest in consolidated partnerships on CRLP’s Consolidated Condensed Balance Sheets are now presented as noncontrolling interests within equity~~$5.8 ~~There~~million ~~has been~~for ~~no change in~~ the ~~measurement~~three ofmonths ~~this~~ended ~~line~~September 30, ~~item~~2013, ~~from~~compared ~~amounts~~to ~~previously reported~~$3. ~~Additionally,~~2 ~~amounts~~million ~~previously~~for ~~reported~~the assame ~~preferred~~period ~~units~~ in ~~CRLP~~2012. ~~are~~The ~~now presented as noncontrolling interests within equity~~$2.6 ~~There~~million ~~has~~increase ~~been no change~~ in ~~the~~expenses ~~measurement~~is ofprimarily ~~this line~~attributable ~~item~~to ~~from~~an ~~amounts~~increase ~~previously reported. Minority interests~~ in ~~common~~compensation ~~units~~associated ofwith ~~CRLP~~bonuses ~~have also~~paid ~~been~~in ~~re-characterized~~contemplation ~~as noncontrolling interests, but because~~ of the ~~redemption~~merger ~~feature of these units, they have been included in the temporary equity section (between liabilities~~ and ~~equity)~~ ona ~~CRLP’s~~reallocation ~~Consolidated Condensed Balance Sheets. Each limited partners’ redeemable units may be redeemed by the holder thereof for either cash equal to the fair market value~~ of ~~one~~ ~~common~~management ~~share~~salaries ofand ~~the~~software ~~Trust~~costs atfrom ~~the~~management ~~time~~fee ofexpenses such redemption or, at the option of the Trust, one common share of the Trust. Based on the requirements of D-98, the measurement of noncontrolling interests is now presented at “redemption value” — i.e., the fair value of the units (or limited partners’ interests) as ofa ~~the~~result ~~balance sheet date (based on the Trust’s share price multiplied by the number~~ of ~~outstanding units), or~~ the ~~aggregate~~disposition ~~value~~ of ~~the~~our ~~individual partners’ capital balances, whichever is greater. Previously, these~~ interests ~~were measured based on the noncontrolling interests~~ in ~~CRLP’s~~certain ~~pro~~joint ~~rata share of total common interests, in accordance with EITF 95-7~~ventures. The revised presentation and measurement required by SFAS No. 160 and D-98 has been adopted retrospectively. A reconciliation between the amounts previously reported and their current measurements at December 31, 2008 are presented below (in thousands):

41 General and administrative expense

~~Table~~General and administrative expenses were $7.0 million for the three months ended September 30, 2013, compared to $5.9 million for the same period in 2012. The $1.1 million increase in expenses in 2013 is primarily attributable to an increase in compensation associated with bonuses paid in contemplation of ~~Contents~~the merger.

						Noncontrolling
	Noncontrolling					Interests in
	Interests in		Common			Temporary
	Equity		Equity			Equity
Balances at December 31, 2007, as previously reported	$	—	$	1,025,654		$	229,933
Adjustment of common units to “redemption value”		—		13,328			(13,328	)
Impact of the adoption of SFAS 160 on limited partners’ interests in consolidated partnerships		2,439		—			(2,439	)
Adjusted balance as of December 31, 2007	$	2,439	$	1,038,982		$	214,166
Balances at December 31, 2008, as previously reported	$	—	$	1,014,545		$	75,755
Adjustment of common units to “redemption value”		—		(51,036	)		51,036
Impact of the adoption of SFAS 160 on limited partners’ interests in consolidated partnerships		1,943		—			(1,943	)
Adjusted balance as of December 31, 2008	$	1,943	$	963,509		$	124,848

Management fees and other expenses

~~The~~Management ~~changes~~fees inand ~~redeemable~~other ~~noncontrolling~~expenses ~~interests~~consist of property management and other services provided to third parties, primarily consisting of salaries and incentive compensation, leasing commissions and legal expenses. Management fees and other expenses were $0.6 million for the three months ended ~~March~~September 3130, ~~2009 and~~2013, compared to $1.4 million for the ~~year~~same ~~ended~~period ~~December 31,~~in ~~2008~~2012. The ~~are~~$0.8 ~~presented~~million ~~below~~decrease (in ~~thousands):~~ expenses is primarily attributable to the termination of management contracts in connection with the disposition of our interests in certain joint ventures or the termination of other management contracts owned by third-parties since July 1, 2012.

	Three Months
	Ended			Year Ended
	March 31, 2009			December 31, 2008
Balance at beginning of period	$	124,848		$	214,166
Redemption value of allocation of redeemable noncontrolling interests		(7,168	)		(51,795	)
Redemption of CRLP units for common shares		(31	)		(9,287	)
Distributions to noncontrolling interests		(2,215	)		(17,011	)
Net income (loss)		2,531			(11,225	)
Balance at end of period	$	117,965		$	124,848

Merger-related expenses

~~Also~~Merger-related ~~effective~~expenses ~~with~~primarily ~~the~~consist ~~adoption~~ of ~~SFAS~~consulting ~~No. 160,~~and ~~previously~~advisory ~~reported~~fees ~~minority~~associated ~~interests~~with ~~have been re-characterized on~~ the ~~accompanying~~MAA ~~Consolidated~~merger, ~~Condensed~~which ~~Statements~~closed ofon ~~Income~~October ~~to noncontrolling~~1, ~~interests~~2013. Merger-related ~~and~~expenses ~~placed~~were ~~below~~$17.3 ~~“Net~~million ~~income~~for ~~(loss)”~~the ~~before~~three ~~arriving~~months atended ~~“Net~~September 30, ~~income (loss) attributable to CRLP”~~2013.

~~Note~~ ~~4 — Restructuring Charges~~ 31

InTable ~~light~~ of the ongoing recession and credit crisis, CRLP announced in early 2009 that it has renewed its focus on maintaining a strong balance sheet, improving liquidity, addressing near term debt maturities, managing existing properties and operating CRLP’s portfolio efficiently, including reducing overhead and postponing future development activities. During the first quarter of 2009, CRLP reduced its workforce by an additional 30 employees through the elimination of certain personnel resulting in CRLP incurring an aggregate of $0.8 million in termination benefits and severance related charges, of which $0.5 million is included in “Accrued expenses” on CRLP’s Consolidated Balance Sheet at March 31, 2009. Of the $0.8 million in restructuring charges, approximately $0.4 million was associated with CRLP’s multifamily segment, including $0.2 million associated with development personnel; $0.3 million with CRLP’s commercial segment, including $0.2 million associated with development personnel; and $0.1 million of these restructuring costs were non-divisional charges. Contents

The expenses of CRLP’s reduction in workforce and other termination costs, as described above, are included in “Restructuring charges” in the Consolidated Statements of Income for the quarter ended March 31, 2009, pursuant to SFAS No. 146. Depreciation

Depreciation was $31.3 million for the three months ended September 30, 2013, compared to $28.5 million for the same period in 2012. The increase in depreciation expense of $2.8 million was primarily attributable to expenses associated with properties acquired and properties developed and placed into service since July 1, 2012, as follows:



	Three Months Ended				Change
	September 30,				from
($ in thousands)	2013		2012		2012 to 2013
Multifamily:
Same-property communities₍₁₎	24,618		25,336		(718	)
Acquisitions₍₂₎	2,364		310		2,054
Developments	1,930		567		1,363
Other₍₃₎	2,421		2,283		138
	$	31,333	$	28,496	2,837

~~Table of Contents~~_____________________________

~~Note~~(1) 5

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