8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 10, 2004

Post Properties, Inc.
Post Apartment Homes, L.P.

(Exact name of registrant as specified in its charter)

Georgia

Georgia

(State or other jurisdiction of incorporation)

1-12080

0-28226

(Commission File Number)

58-1550675

58-2053632

(IRS Employer Identification Number)

4401 Northside Parkway, Suite 800, Atlanta, Georgia 30327

(Address of principal executive offices)

Registrant’s telephone number, including area code (404) 846-5000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

(c) Exhibits

Exhibit
Number	Description
99.1	Earnings Release
99.2	Supplemental Financial Data

Item 12. Disclosure of Financial Results and Financial Condition.

     On February 9, 2004, Post Properties, Inc. (the “Company” and together with Post Apartment Homes, L.P., the “Registrants”) issued an Earnings Release and Supplemental Financial Data announcing its financial results for the quarterly period ended December 31, 2003. The Earnings Release and Supplemental Financial Data contain information about the Registrants’ financial condition and results of operations for the quarterly period ended December 31, 2003. A copy of the Earnings Release is attached hereto as Exhibit 99.1. A copy of the Supplemental Financial Data is attached hereto as Exhibit 99.2.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     Dated: February 10, 2004

POST APARTMENT HOMES, L.P.
By:	POST GP HOLDINGS, INC., as General Partner
By:	/s/	David P. Stockert
		David P. Stockert
		President and
		Chief Executive Officer

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     Dated: February 10, 2004

POST PROPERTIES, INC.
By:	/s/	David P. Stockert
		David P. Stockert
		President and
		Chief Executive Officer

EXHIBIT INDEX

Earnings	Description
99.1	Earnings Release
99.2	Supplemental Financial Data

EX-99.1 3 g87112exv99w1.txt EX-99.1 EARNINGS RELEASE EXHIBIT 99.1 Contact: Janie Maddox Post Properties, Inc. (404) 846-5056 POST PROPERTIES ANNOUNCES FOURTH QUARTER EARNINGS Investor/Analyst Conference Call Scheduled for February 10, 2004 at 10:00 a.m. EST ATLANTA, February 9, 2004 - Post Properties, Inc. (NYSE: PPS) announced today net income available to common shareholders of $5.8 million for the fourth quarter of 2003, compared to $9.6 million for the fourth quarter of 2002. On a diluted per share basis, net income available to common shareholders was $0.15 for the fourth quarter of 2003, compared to $0.26 for the fourth quarter of 2002. For the year ended December 31, 2003, net income available to common shareholders was $2.7 million, compared to $49.3 million for the year ended December 31, 2002. On a diluted per share basis, net income available to common shareholders was $0.07 for the full year of 2003, compared to $1.33 in 2002. Excluding severance and proxy charges, net income available to common shareholders totaled $26.6 million, or $0.71 per diluted share, for the year ended December 31, 2003. A reconciliation of net income available to common shareholders to net income available to common shareholders, excluding severance and proxy charges is included in the financial data (Table 1) accompanying this press release. The company uses the National Association of Real Estate Investment Trusts (NAREIT) definition of Funds from Operations (FFO) as an operating measure of the company's financial performance. FFO for the fourth quarter of 2003 totaled $19.8 million, or $0.47 per diluted share, compared to $23.7 million, or $0.56 per diluted share, for the fourth quarter of 2002. Excluding asset impairment charges, FFO for the fourth quarter of 2002 was $25.6 million, or $0.61 per diluted share. FFO for the fourth quarter of 2003 was consistent with management's previously issued estimates. For the year ended December 31, 2003, FFO totaled $40.0 million, or $0.95 per diluted share, compared to $98.9 million, or $2.35 per diluted share, for the year ended December 31, 2002. Excluding severance, proxy and asset impairment charges, FFO for the year ended December 31, 2003, totaled $84.2 million, or $2.00 per diluted share, compared to $110.2 million, or $2.62 per diluted share, for the year ended December 31, 2002. In October 2003, NAREIT clarified the definition of FFO to include impairment losses. As such, prior period and prior year presentations of FFO above have been restated to conform with the revised NAREIT definition of FFO. Additionally, for the year ended December 31, 2002, FFO has been restated from the prior year presentation to reflect a reduction of $0.1 million for early debt extinguishment costs reclassified from extraordinary items to operating expenses under SFAS No. 145. A reconciliation of FFO to GAAP net income is included in the financial data (Table 2) accompanying this press release. Total revenues from continuing operations were $72.9 million for the fourth quarter of 2003, compared to $72.2 million for the fourth quarter of 2002. For the year ended December 31, 2003, total revenues from continuing operations were $290.4 million, compared to $287.3 million in 2002. Said David P. Stockert, Post's CEO and President, "Operating results for the fourth quarter met our expectations, with ongoing signs of stabilizing market conditions. We are positioning our business to take advantage of the recovery as we continue to shape the portfolio, strengthen the balance sheet and build the management team and the independent board." MATURE COMMUNITY DATA For the fourth quarter of 2003, average economic occupancy at the company's 53 mature (same store) communities, containing 19,646 apartment units, was 93.2%, compared to 90.9% for the fourth quarter of 2002. For the year ended December 31, 2003, average economic occupancy for these mature communities was 91.9%, compared to 91.0% in 2002. Total revenues for the mature communities decreased 1.8% during the fourth quarter of 2003, compared to the fourth quarter of 2002, and operating expenses increased 3.9%, resulting in a 4.6% decline in same store net operating income (NOI), or $1.7 million ($0.04 per diluted share). For the year ended December 31, 2003, total revenues for the mature communities decreased 3.4% compared to 2002, while operating expenses increased 1.6%, resulting in a 6.1% decline in same store NOI, or $9.1 million ($0.22 per diluted share). On a sequential basis, same store NOI increased by 0.5%, or $0.2 million ($0.005 per diluted share) during the fourth quarter of 2003, compared to the third quarter of 2003. Total revenues for the mature communities decreased 1.6% and operating expenses decreased 5.4%, between periods. For the fourth quarter of 2003, average economic occupancy was 93.2% compared to 93.1% for the third quarter of 2003. Same store NOI is a supplemental non-GAAP financial measure. A reconciliation of same store NOI to the comparable GAAP financial measure is included in the financial data (Table 3) accompanying this press release. Same store NOI by market data is also included in the financial data (Table 4) accompanying this press release. ASSET SALES AND CAPITAL REINVESTMENT STRATEGY; REDEMPTION OF 7 5/8% SERIES C PREFERRED STOCK During the fourth quarter of 2003, the company sold two apartment communities, realizing net proceeds of approximately $63 million. For the year ended December 31, 2003, the company sold five apartment communities (one held in a joint venture) and various land parcels and realized net proceeds of approximately $238 million (including the repayment of a joint venture loan of approximately $59 million made in connection with the development of one of the five properties). For the year ended December 31, 2003, the company realized GAAP accounting gains on the sale of these five properties and land parcels of approximately $35 million, and economic gains on property sales (before accumulated depreciation and write-downs for asset impairment charges) of approximately $4 million. A reconciliation of GAAP accounting gains on property sales to economic gains on property sales is included in the financial data (Table 6) accompanying this press release. In connection with its previously announced asset sales program, the company expects to sell nine additional apartment communities for expected sales prices totaling approximately $276 to $280 million. This asset sales program, which the company currently expects to complete in the first and second quarters of 2004, is consistent with an overall strategy to take advantage of high demand for apartment assets, reduce the average age of the portfolio and lessen the company's market concentration in Atlanta, GA and Dallas, TX. During 2003, the company also exited certain single asset markets, including the Austin, TX, Pasadena, CA and Phoenix, AZ markets, as it focuses on fewer markets where the company can achieve operating efficiencies and leverage the Post(R) brand. The apartment communities currently held for sale include six properties in Atlanta, GA, two properties in Dallas, TX and one property in Orlando, FL. In connection with the sale of six of these properties (five in Atlanta, GA and one in Orlando, FL), the company expects that the purchaser will acquire those properties subject to a combined total of approximately $119 million of tax-exempt bond financing. Total estimated gross proceeds from the company's asset sales program over the past four years, including the nine properties currently held for sale, is expected to exceed $1 billion. The company intends to use the proceeds of its asset sales program for various corporate purposes, which may include preferred equity redemptions, common equity repurchases and debt reductions intended to maintain the strength of the company's balance sheet, combined with reinvestment in developments and acquisitions that enhance the diversification of the company's cash flow stream and the quality of its portfolio. In this regard, the company recently announced its intention to redeem its 7-5/8% Series C Cumulative Redeemable Preferred Shares totaling $50 million, plus accrued and unpaid dividends, on March 5, 2004. Said Mr. Stockert, "We continue to pursue an aggressive program of asset sales designed to take advantage of high demand for apartment properties in an environment of strong capital flows and low cap rates to realize the value of our assets, while repositioning our portfolio over time to produce more diversified and stable cash flow and improve its overall quality. We are also committed to utilizing sales proceeds in ways that strengthen our balance sheet and drive long-term value for our shareholders." With respect to the nine asset sales planned in 2004, the company expects to realize GAAP accounting gains of approximately $136 million to $140 million and economic gains on property sales (before accumulated depreciation and write-downs for asset impairment charges) of approximately $58 million to $62 million. A reconciliation of GAAP accounting gains on property sales to economic gains on property sales is included in the financial data (Table 6) accompanying this press release. The company also expects to realize taxable capital gains in 2004 from these sales totaling approximately $102 million to $106 million. The company expects to be able to use its regular quarterly dividend of 45 cents per share, as well as other tax planning strategies, to pay out or otherwise mitigate the impact of these taxable capital gains. Although the company does not currently have plans to do so, the company may also evaluate a special dividend. In addition, upon issuance of the Series C Preferred Shares in February 1998, the company incurred approximately $1.7 million in issuance costs and recorded such costs as a reduction of shareholders' equity. The redemption price of the Series C Preferred Shares exceeds the related carrying value by the approximately $1.7 million of issuance costs. Upon redemption in the first quarter of 2004, in accordance with GAAP, the company will reflect the approximately $1.7 million of issuance costs as a reduction of earnings in arriving at both net income available to common shareholders and funds from operations available to common shareholders. FINANCING ACTIVITY; REFINANCING OF UNSECURED LINE OF CREDIT Upon their maturity on October 1, 2003, the company repaid $100 million of its 7.25% unsecured notes, using borrowings under its unsecured line of credit. During the fourth quarter of 2003, the company closed a 5-year mortgage loan on its Post Biltmore(TM) property located in Atlanta, GA. The loan bears interest at a rate of 4.04% per annum and matures on December 10, 2008. Post Biltmore(TM) is owned in an unconsolidated joint venture with the New York State Common Retirement Fund. In January 2004, the company closed a $350 million, three-year unsecured revolving line of credit facility that matures in January 2007. The new revolving credit facility reflects a $30 million increase in Post's borrowing capacity over its prior facility. The new facility currently bears an interest rate of 90 basis points over the London Interbank Offered Rate (LIBOR) and was provided by a syndicate of nine banks. This facility replaces Post's previous revolving line of credit facility which was scheduled to mature in April 2004. As of February 6, 2004, the company had approximately $70 million outstanding under this new credit facility. During 2003, the company used a portion of its net proceeds from asset sales to reduce leverage and strengthen the balance sheet. Total debt as a percentage of undepreciated real estate assets (adjusted for joint venture partners' share of debt) declined from 47.1% at December 31, 2002 to 43.7% at December 31, 2003. Total debt and preferred shares and units as a percentage of undepreciated assets (adjusted for joint venture partners' share of debt) also declined from 54.8% at December 31, 2002 to 51.8% at December 31, 2003. A computation of debt ratios and reconciliation of the ratios to the appropriate GAAP measures in the company's financial statements is included in the financial data (Table 5) accompanying this press release. BOARD AND SENIOR MANAGEMENT CHANGES The company announced recently that Douglas Crocker II, formerly Trustee, President, Chief Executive Officer and Vice Chairman of Equity Residential, and Walter M. "Sonny" Deriso, Jr., Vice Chairman of Synovus, will be standing for election to the company's Board of Directors. Mr. Crocker and Mr. Deriso are expected to join the Board when directors are elected at the company's Annual Meeting of Shareholders on May 27, 2004. The company also announced that John T. Glover and Robert L. Anderson have decided not to stand for re-election as directors when their terms expire at the 2004 Annual Meeting of Shareholders. In addition, on November 5, 2003, Nicholas B. Paumgarten, Managing Director at J.P. Morgan Chase & Co. and Chairman of J.P. Morgan Corsair II Capital Partners, L.P., was appointed to the company's Board of Directors. On December 1, 2003, Christopher J. Papa joined the company as Executive Vice President and Chief Financial Officer. OUTLOOK The estimates presented below are forward-looking and are based on current apartment market and general economic conditions and other risks outlined below. Management believes that the company's net loss per diluted share for the first quarter of 2004 will be in a range of $0.03 to $0.05. Management is currently expecting to close the sale of one asset in the first quarter of 2004. Management believes that the company's FFO per share for the first quarter of 2004 will be in a range of $0.39 to $0.41, or $0.43 to $0.45, excluding charges for the preferred stock issuance costs discussed above. Management's estimates of per share FFO for the first quarter of 2004, excluding charges for preferred stock issuance costs, are based on the following assumptions: seasonally lower same store NOI, as compared to same store NOI for the fourth quarter of 2003, due primarily to increased property operating expenses; dilution from the sale of two assets completed in the fourth quarter of 2003, the proceeds of which were used primarily to pay down short-term floating rate debt; the previously announced redemption of the company's 7 5/8% Series C Cumulative Redeemable Preferred Shares on March 5, 2004; and modestly increased general and administrative expenses. A reconciliation of projected net loss per diluted share to projected FFO per diluted share for the first quarter of 2004 is included in the financial data (Table 7) accompanying this press release. SUPPLEMENTAL FINANCIAL DATA The company also produces Supplemental Financial Data that includes detailed information regarding the company's operating results and balance sheet. This Supplemental Financial Data is considered an integral part of this earnings release and is available on the company's website. The company's earnings release and the Supplemental Financial Data is available through the company's web site at "http://www.postproperties.com/posthome.nsf/ExtList/2003-4QFinancials". The ability to access the attachments on the company's web site requires the Adobe Acrobat 4.0 Reader, which may be downloaded at http://www.adobe.com/products/acrobat/readstep.html. NON-GAAP FINANCIAL MEASURES AND OTHER DEFINED TERMS The company uses certain non-GAAP financial measures and other defined terms in this press release and in its Supplemental Financial Data available on the company's website. The non-GAAP financial measures include FFO, FAD, net operating income, same store capital expenditures, net income, FFO and FAD excluding certain accounting charges, certain debt statistics and ratios and economic gains on property sales. The definitions of these non-GAAP financial measures are summarized below and on page 21 of the Supplemental Financial Data. The company believes that these measures are helpful to investors in measuring financial performance and/or liquidity and comparing such performance and/or liquidity to other REITS. FUNDS FROM OPERATIONS - The company uses FFO as an operating measure. The company uses the NAREIT definition of FFO. FFO is defined by NAREIT to mean net income (loss) available to common shareholders determined in accordance with GAAP, excluding gains (or losses) from extraordinary items and sales of property, plus depreciation and amortization of real estate assets, and after adjustment for unconsolidated partnerships and joint ventures all determined on a consistent basis in accordance with GAAP. In October 2003, NAREIT issued additional guidance modifying the definition of FFO. The first modification revised the treatment of asset impairment losses and impairment losses incurred to write-down assets to their fair value at the date assets are classified as held for sale, to include such losses in FFO. Previously, such losses were excluded from FFO consistent with the treatment of gains and losses on property sales. The second modification clarified the treatment of original issue costs and premiums paid on preferred stock redemptions to deduct such costs and premiums in determining FFO available to common shareholders. This modification was consistent with the recently clarified treatment of these costs under GAAP. The company adopted the modifications to the definition of FFO effective with its reported results for the third quarter of 2003. Prior period and prior year presentations of FFO have been restated to conform with the revised definition of FFO. FFO presented in the company's press release and Supplemental Financial Data is not necessarily comparable to FFO presented by other real estate companies because not all real estate companies use the same definition. The company's FFO is comparable to the FFO of real estate companies that use the current NAREIT definition. Accounting for real estate assets using historical cost accounting under GAAP assumes that the value of real estate assets diminishes predictably over time. NAREIT stated in its April 2002 White Paper on Funds from Operations that "since real estate asset values have historically risen or fallen with market conditions, many industry investors have considered presentations of operating results for real estate companies that use historical cost accounting to be insufficient by themselves." As a result, the concept of FFO was created by NAREIT for the REIT industry to provide an alternate measure. Since the company agrees with the concept of FFO and appreciates the reasons surrounding its creation, the company believes that FFO is an important supplemental measure of operating performance. In addition, since most equity REITs provide FFO information to the investment community, the company believes that FFO is a useful supplemental measure for comparing the company's results to those of other equity REITs. The company believes that the line on its consolidated statement of operations entitled "net income available to common shareholders" is the most directly comparable GAAP measure to FFO. The company also computes a dividend payout ratio using dividends declared during the quarter divided by FFO per diluted share in order to provide investors with one alternate earnings measure to compare the relationship of FFO to the company's quarterly dividends and distributions. FUNDS AVAILABLE FOR DISTRIBUTION - The company also uses funds available for distribution ("FAD") as an operating measure. FAD is defined as FFO less operating capital expenditures. The company believes that FAD is an important supplemental measure of operating performance for an equity REIT because it provides investors with an indication of the REIT's ability to fund its operating capital expenditures through earnings. In addition, since most equity REITs provide FAD information to the investment community, the company believes that FAD is a useful supplemental measure for comparing the company to other equity REITs. The company believes that the line on its consolidated statement of operations entitled "net income available to common shareholders" is the most directly comparable GAAP measure to FAD. The company also computes a dividend payout ratio using dividends declared during the quarter divided by FAD per diluted share in order to provide investors with one alternate earnings measure to compare the relationship of FAD to the company's quarterly dividends and distributions. PROPERTY NET OPERATING INCOME - The company uses property NOI, including same store NOI and same store NOI by market, as an operating measure. NOI is defined as rental and other revenues from real estate operations less total property and maintenance expenses from real estate operations (exclusive of depreciation and amortization). The company believes that NOI is an important supplemental measure of operating performance for a REIT's operating real estate because it provides a measure of the core operations, rather than factoring in depreciation and amortization, financing costs and general and administrative expenses generally incurred at the corporate level. This measure is particularly useful, in the opinion of the company, in evaluating the performance of geographic operations, same store groupings and individual properties. Additionally, the company believes that NOI, as defined, is a widely accepted measure of comparative operating performance in the real estate investment community. The company believes that the line on its consolidated statement of operations entitled "income from continuing operations" is the most directly comparable GAAP measure to NOI. SAME STORE CAPITAL EXPENDITURES - The company uses same store recurring and non-recurring capital expenditures as cash flow measures. Same store recurring and non-recurring capital expenditures are supplemental non-GAAP financial measures. The company believes that same store recurring and non-recurring capital expenditures are important indicators of the costs incurred by the company in maintaining its same store communities on an ongoing basis. The corresponding GAAP measures include information with respect to the company's other operating segments consisting of communities stabilized in the prior year, lease-up communities, and sold communities in addition to same store information. Therefore, the company believes that the company's presentation of same store recurring and non-recurring capital expenditures is necessary to demonstrate same store replacement costs over time. The company believes that the most directly comparable GAAP measure to same store recurring and non-recurring capital expenditures are the lines on the company's consolidated statements of cash flows entitled "recurring capital expenditures" and "non-recurring capital expenditures." NET INCOME, FFO AND FAD EXCLUDING CERTAIN CHARGES - The company uses net income, FFO and FAD excluding certain severance, proxy and impairment charges as operating measures. The company reports net income, FFO and FAD excluding certain charges as alternative financial measures of core operating performance. The company believes net income, FFO and FAD before certain charges are informative measures for comparing operating performance between periods and for comparing operating performance to other companies that have not incurred such charges. The company further believes that charges of the nature incurred in 2003 and 2002 are not necessarily repetitive in nature and that it is therefore meaningful to compare operating performance using alternative, non-GAAP measures. In addition, the company believes the investment and analyst communities desire to understand the meaningful components of the company's performance and that these non-GAAP measures assist in providing such supplemental measures. The company believes that the most directly comparable GAAP financial measures to each of net income, FFO and FAD, excluding certain charges, is the line on the company's consolidated statements of operations entitled "net income available to common shareholders." The company computes dividend payout ratios using dividends declared during the quarter divided by FFO and FAD per diluted share, excluding certain charges in order to provide investors with alternate earnings measures to compare the relationship of FFO and FAD, excluding certain charges, to the company's quarterly dividends and distributions. DEBT STATISTICS AND DEBT RATIOS - The company uses a number of debt statistics and ratios as supplemental measures of liquidity. The numerator and/or the denominator of certain of these statistics and/or ratios include non-GAAP financial measures that have been reconciled to the most directly comparable GAAP financial measure. These debt statistics and ratios include: (1) an interest coverage ratio; (2) a fixed charge coverage ratio; (3) total debt as a percentage of undepreciated real estate (unadjusted and adjusted for joint venture partners' share of debt); (4) total debt plus preferred shares and units as a percentage of undepreciated real estate (total debt unadjusted and adjusted for joint venture partners' share of debt); (5) a ratio of consolidated debt to total assets; (6) a ratio of secured debt to total assets; (7) a ratio of total unencumbered assets to unsecured debt; and (8) a ratio of consolidated income available to debt service to annual debt service charge. A number of these debt statistics and ratios are derived from covenants found in the company's debt agreements, including, among others, the company's senior unsecured notes. In addition, the company presents these measures because the degree of leverage could affect the company's ability to obtain additional financing for working capital, capital expenditures, acquisitions, development or other general corporate purposes. The company uses these measures internally as an indicator of liquidity and the company believes that these measures are also utilized by the investment and analyst communities to better understand the company's liquidity. ECONOMIC GAINS ON PROPERTY SALES - The company uses economic gains on property sales as a supplemental measure of operating performance. Economic gains on property sales are defined as gains on property sales in accordance with GAAP, before accumulated depreciation and any prior period write-downs for asset impairment charges on such assets. The company believes economic gains on property sales is an important supplemental measure to gains on property sales in accordance with GAAP because it assists investors and analysts in understanding the relationship between the cash proceeds from the sale of an asset and the cash invested in that asset. The company believes the line on its consolidated statement of operations entitled "gains on property sales - discontinued operations" is the most directly comparable GAAP measure to economic gains on property sales. AVERAGE ECONOMIC OCCUPANCY - The company uses average economic occupancy as a statistical measure of operating performance. The company defines average economic occupancy as gross potential rent less vacancy losses, model expenses and bad debt expenses divided by gross potential rent for the period, expressed as a percentage. CONFERENCE CALL INFORMATION The company will hold its quarterly conference call on Tuesday, February 10, 2004, at 10 a.m. EST. The telephone numbers are 1-800-881-7286 for domestic calls and 913-981-4902 for international callers. The access code is 218677. The conference call will be open to the public and can be listened to live on Post's web site at www.postproperties.com under Corporate Information/Investor Info. The replay will begin at 1:00 p.m. EST on February 10, and will be available until Monday, February 16, 2004, at 11:59 p.m. EST. The telephone numbers for the replay are 1-888-203-1112 for domestic callers and 719-457-0820 for international callers. The access code for the replay is 218677. A replay of the call also will be available through Wednesday, March 31, 2004, on Post's web site. The financial and statistical information that will be discussed on the call is contained in this press release and the Supplemental Financial Data. Both documents will be available on the company's website at "http://www.postproperties.com/posthome.nsf/ExtList/2003-4QFinancials" prior to the quarterly conference call. Post Properties, Inc., a leading developer and operator of upscale apartment communities in the United States, pioneered building and branding resort-style garden apartments for more than 30 years. Post now also focuses on the creation of high-quality, high-density, live-work-walk neighborhoods in infill locations in major urban markets. The company has been recognized locally, nationally and internationally for building better neighborhoods and the preservation of historic buildings. Operating as a self-administered and self-managed equity real estate investment trust (REIT), the company's primary business consists of developing and managing Post(R) brand-name apartment communities. Nationwide, Post Properties owns approximately 28,081 apartment homes in 72 communities, including 468 units currently in lease-up. FORWARD LOOKING STATEMENT: Certain statements made in this press release and other written or oral statements made by or on behalf of the company, may constitute "forward-looking statements" within the meaning of the federal securities laws. Statements regarding future events and developments and the company's future performance, as well as management's expectations, beliefs, plans, estimates or projections relating to the future, are forward-looking statements within the meaning of these laws. Examples of such statements in this press release include the company's anticipated asset sales during the first half of 2004 (including the estimated proceeds, estimated gains on sales and the use of proceeds from such sales) and the company's projected net income per diluted share and projected FFO per diluted share for the first quarter of 2004. All forward-looking statements are subject to certain risks and uncertainties that could cause actual events to differ materially from those projected. Management believes that these forward-looking statements are reasonable; however, you should not place undue reliance on such statements. These statements are based on current expectations and speak only as of the date of such statements. The company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of future events, new information or otherwise. The following are some of the factors that could cause the company's actual results to differ materially from the expected results described in the company's forward-looking statements: future local and national economic conditions, including changes in job growth, interest rates, the availability of financing and other factors; demand for apartments in the company's markets and the effect on occupancy and rental rates; the impact of competition on the company's business, including competition for tenants and development locations; the company's ability to obtain financing or self-fund the development or acquisition of additional apartment communities; the uncertainties associated with the company's current and planned future real estate development, including actual costs exceeding the company's budgets or development periods exceeding expectations; uncertainties associated with the timing and amount of asset sales and the resulting gains/losses associated with such asset sales; conditions affecting ownership of residential real estate and general conditions in the multi-family residential real estate market; the effects of changes in accounting policies and other regulatory matters detailed in the company's filings with the Securities and Exchange Commission and uncertainties of litigation; and the company's ability to continue to qualify as a real estate investment trust under the Internal Revenue Code. Other important risk factors regarding the company are included under the caption "Risk Factors" in the company's Annual Report on Form 10-K for the year ended December 31, 2002 and may be discussed in subsequent filings with the SEC. The risk factors discussed in such Form 10-K under the caption "Risk Factors" are specifically incorporated by reference into this press release. FINANCIAL HIGHLIGHTS (Unaudited; in thousands, except share and per share amounts)

THREE MONTHS ENDED TWELVE MONTHS ENDED DECEMBER 31, DECEMBER 31, --------------------------- --------------------------- 2003 2002 2003 2002 ------------ ------------ ------------ ------------ OPERATING DATA Revenues $ 72,925 $ 72,232 $ 290,384 $ 287,306 Net income available to common shareholders $ 5,843 $ 9,649 $ 2,707 $ 49,297 Net income available to common shareholders, excluding severance and proxy charges (Table 1) $ 5,843 $ 9,649 $ 26,623 $ 49,297 Funds from operations available to common shareholders (Table 2) $ 19,764 $ 23,724 $ 39,958 $ 98,894 Funds from operations available to common shareholders, excluding severance, proxy and asset impairment charges (Table 2) $ 19,764 $ 25,573 $ 84,157 $ 110,245 Weighted average shares outstanding - diluted 38,176,235 37,061,628 37,687,524 36,953,962 Weighted average shares and units outstanding - diluted 42,228,473 42,032,638 42,134,072 42,035,577 PER COMMON SHARE DATA - DILUTED Net income available to common shareholders $ 0.15 $ 0.26 $ 0.07 $ 1.33 Net income available to common shareholders, excluding severance and proxy charges (Table 1) $ 0.15 $ 0.26 $ 0.71 $ 1.33 Funds from operations available to common shareholders (Table 2) (1) $ 0.47 $ 0.56 $ 0.95 $ 2.35 Funds from operations available to common shareholders, excluding severance, proxy and asset impairment charges (Table 2) (1) $ 0.47 $ 0.61 $ 2.00 $ 2.62 Dividends declared $ 0.45 $ 0.78 $ 1.80 $ 3.12

(1) Funds from operations per share for the three and twelve months ended December 31, 2003 were computed using weighted average shares and units outstanding, including the impact of dilutive securities of 36,010 and 11,052, respectively. Such dilutive securities were antidilutive to all income (loss) per share computations. TABLE 1 RECONCILIATION OF NET INCOME AVAILABLE TO COMMON SHAREHOLDERS TO NET INCOME AVAILABLE TO COMMON SHAREHOLDERS, EXCLUDING SEVERANCE AND PROXY CHARGES (Unaudited; in thousands, except per share amounts)

THREE MONTHS ENDED TWELVE MONTHS ENDED DECEMBER 31, DECEMBER 31, --------------------- ---------------------- 2003 2002 2003 2002 --------- --------- --------- --------- Net income available to common shareholders $ 5,843 $ 9,649 $ 2,707 $ 49,297 Severance charges - - 21,506 - Proxy and related costs - - 5,231 - Minority interest impact of charges (1) - - (2,821) - --------- --------- --------- --------- Net income available to common shareholders, excluding severance and proxy charges $ 5,843 $ 9,649 $ 26,623 $ 49,297 ========= ========= ========= ========= Weighted average shares outstanding - diluted 38,176 37,062 37,688 36,954 ========= ========= ========= ========= Net income available to common shareholders, excluding severance and proxy charges -per diluted share $ 0.15 $ 0.26 $ 0.71 $ 1.33 ========= ========= ========= =========

(2) Computed at 10.55% for the twelve months ended December 31, 2003. TABLE 2 RECONCILIATION OF NET INCOME AVAILABLE TO COMMON SHAREHOLDERS TO FUNDS FROM OPERATIONS AVAILABLE TO COMMON SHAREHOLDERS (Unaudited; in thousands, except per share amounts)

THREE MONTHS ENDED TWELVE MONTHS ENDED DECEMBER 31, DECEMBER 31, ------------------------ ------------------------ 2003 2002 2003 2002 ---------- ---------- ---------- ---------- Net income available to common shareholders $ 5,843 $ 9,649 $ 2,707 $ 49,297 Minority interest of common unitholders - continuing operations (393) (101) (3,552) 2,681 Minority interest in discontinued operations 1,110 1,382 3,893 4,091 Gains on property sales - continuing operations - - - (13,275) Gains on property sales - unconsolidated entities - - (8,395) - Gains on property sales - discontinued operations (excluding asset impairment losses) (7,103) (9,856) (40,793) (27,921) Depreciation on wholly-owned real estate assets, net 19,975 22,283 84,530 82,918 Depreciation on real estate assets held in unconsolidated entities 332 367 1,568 1,103 ---------- ---------- ---------- ---------- Funds from operations available to common shareholders (1)(2) 19,764 23,724 39,958 98,894 Severance charges - - 21,506 - Proxy and related costs - - 5,231 - Asset impairment charges - 1,849 17,462 11,351 ---------- ---------- ---------- ---------- Funds from operations available to common shareholders, excluding severance, proxy and asset impairment charge $ 19,764 $ 25,573 $ 84,157 $ 110,245 ========== ========== ========== ========== Weighted average shares and units outstanding - diluted(3) 42,264 42,033 42,145 42,036 ========== ========== ========== ========== Funds from operations - per diluted share $ 0.47 $ 0.56 $ 0.95 $ 2.35 ========== ========== ========== ========== Funds from operations, excluding severance, proxy and asset impairment charges - per diluted share $ 0.47 $ 0.61 $ 2.00 $ 2.62 ========== ========== ========== ==========

(1) In October 2003, the National Association of Real Estate Investment Trusts ("NAREIT") issued additional guidance modifying the definition of funds from operations ("FFO"). The first modification revised the treatment of asset impairment losses and impairment losses incurred to write-down assets to their fair value at the date assets are classified as held for sale, to include such losses in FFO. Previously such losses were excluded from FFO, consistent with the treatment of gains on property sales. The second modification clarified the treatment of original issue costs and premiums paid on preferred stock redemptions to deduct such costs and premiums in determining FFO available to common shareholders. This modification was consistent with the recently clarified treatment of these costs under GAAP. The company adopted the modifications to the definition of FFO effective with its reported results for the third quarter of 2003. The modification of FFO related to preferred stock redemption costs was not applicable for the company for the periods presented. Prior period and prior year presentations of FFO have been restated to conform with the revised NAREIT definition of FFO. FFO is a supplemental non-GAAP financial measure used by real estate investment trusts to measure and compare operating performance. (2) For the three and twelve months ended December 31, 2002, FFO available to common shareholders has been restated from the prior year presentation to reflect a reduction of $1,849 and $11,351, respectively, for impairment losses on real estate assets resulting from the NAREIT modification of the definition of FFO. Additionally for the twelve months ended December 31, 2002, FFO has been restated from the prior year presentation to reflect a reduction of $136 for early debt extinguishment costs reclassified from extraordinary items to operating expenses under SFAS No. 145. For the twelve months ended December 31, 2003, FFO available to common shareholders has been restated to reflect a reduction of $14,118 for impairment losses on real estate recognized in the first quarter of 2003. (3) Diluted weighted average shares and units for the three and twelve months ended December 31, 2003 include 36 and 11 shares and units, respectively, that were antidilutive to all income (loss) per share computations under generally accepted accounting principles. TABLE 3 RECONCILIATION OF SAME STORE NET OPERATING INCOME (NOI) TO INCOME (LOSS) FROM CONTINUING OPERATIONS (Dollars in thousands)

THREE MONTHS ENDED TWELVE MONTHS ENDED ----------------------------------------- -------------------------- DECEMBER 31, DECEMBER 31, SEPTEMBER 30, DECEMBER 31, DECEMBER 31, 2003 2002 2003 2003 2002 ------------ ------------ ------------- ------------ ------------ Total same store NOI $ 35,439 $ 37,167 $ 35,247 $ 141,419 $ 150,543 Property NOI from other operating segments 6,906 6,322 6,763 26,330 20,093 ------------ ------------ ------------ ------------ ----------- Consolidated property NOI 42,345 43,489 42,010 167,749 170,636 Add: Interest income 187 286 223 894 1,288 Minority interest in consolidated property partnerships 665 576 677 2,024 2,055 Gains on property sales - continued operations - - - - 13,275 Less: Depreciation (21,603) (21,124) (21,553) (83,700) (76,760) Interest (15,914) (14,650) (17,122) (64,905) (52,035) Amortization of deferred loan costs (962) (616) (1,084) (3,801) (2,327) General and administrative (4,400) (3,450) (3,735) (15,102) (14,431) Development costs and other expenses (1,298) (694) (277) (2,138) (830) Severance charges - - - (21,506) - Proxy and related charges - - - (5,231) - Equity in income (losses) of unconsolidated entities 23 (306) 60 7,791 (1,590) Minority interest of preferred unitholders (1,400) (1,400) (1,400) (5,600) (5,600) Minority interest of common unitholders 393 101 457 3,552 (2,681) ------------ ------------ ------------ ------------ ----------- Income (loss) from continuing operations $ (1,964) $ 2,212 $ (1,744) $ (19,973) $ 31,000 ============ ============ ============ ============ ===========

TABLE 4 SAME STORE NET OPERATING INCOME (NOI) SUMMARY BY MARKET (Dollars in thousands)

THREE MONTHS ENDED 4Q'03 VS 4Q'03 VS ---------------------------------------------- --------- --------- DECEMBER 31, DECEMBER 31, SEPTEMBER 30, 4Q'02 3Q'03 2003 2002 2003 % CHANGE % CHANGE ------------ ------------- ------------- --------- --------- Rental and other revenues Atlanta $32,092 $33,094 $32,740 (3.0)% (2.0)% Dallas 12,009 12,078 12,200 (0.6)% (1.6)% Tampa 4,414 4,368 4,400 1.1% 0.3% Other 6,536 6,501 6,634 0.5% (1.5)% ------- ------- ------- ---- ---- Total rental and other revenues 55,051 56,041 55,974 (1.8)% (1.6)% ------- ------- ------- ---- ---- Property operating and maintenance expenses (exclusive of depreciation and amortization) Atlanta 11,109 10,986 11,727 1.1% (5.3)% Dallas 4,748 4,214 4,941 12.7% (3.9)% Tampa 1,626 1,591 1,753 2.2% (7.2)% Other 2,129 2,083 2,306 2.2% (7.7)% ------- ------- ------- ---- ---- Total 19,612 18,874 20,727 3.9% (5.4)% ------- ------- ------- ---- ---- Net operating income Atlanta 20,983 22,108 21,013 (5.1)% (0.1)% Dallas 7,261 7,864 7,259 (7.7)% - Tampa 2,788 2,777 2,647 0.4 % 5.3% Other 4,407 4,418 4,328 (0.2)% 1.8% ------- ------- ------- ---- ---- Total same store NOI $35,439 $37,167 $35,247 (4.6)% 0.5% ======= ======= ======= ==== ====

TWELVE MONTHS ENDED DECEMBER 31, --------------------- 2003 2002 % CHANGE ---------- -------- -------- Rental and other revenues Atlanta $129,601 $135,492 (4.3)% Dallas 48,371 49,677 (2.6)% Tampa 17,464 18,197 (4.0)% Other 26,156 26,111 0.2% -------- -------- ---- Total rental and other revenues 221,592 229,477 (3.4)% -------- -------- ---- Property operating and maintenance expenses (exclusive of depreciation and amortization) Atlanta 44,891 43,867 2.3% Dallas 19,479 19,232 1.3% Tampa 6,772 6,823 (0.7)% Other 9,031 9,012 0.2% -------- -------- ---- Total 80,173 78,934 1.6% -------- -------- ---- Net operating income Atlanta 84,710 91,625 (7.5)% Dallas 28,892 30,445 (5.1)% Tampa 10,692 11,374 (6.0)% Other 17,125 17,099 0.2% -------- -------- ---- Total same store NOI $141,419 $150,543 (6.1)% ======== ======== ====

TABLE 5 COMPUTATION OF DEBT RATIOS (Dollars in thousands)

AS OF AS OF DECEMBER 31, 2003 DECEMBER 31, 2002 ----------------- ----------------- Total real estate assets per balance sheet $ 2,164,391 $ 2,443,535 Plus: Accumulated depreciation per balance sheet 432,157 426,136 Accumulated depreciation on assets held for sale 74,614 17,829 ----------- ----------- Total undepreciated real estate assets (A) 2,671,162 2,887,500 Less: Advances to unconsolidated joint ventures equal to joint venture partner's share of joint venture construction debt (34,950) (104,191) ----------- ----------- Total undepreciated real estate assets (adjusted for joint venture partner's share of debt) (B) $ 2,636,212 $ 2,783,309 =========== =========== Total debt per balance sheet (C) $ 1,186,322 $ 1,414,555 Less: Joint venture partners' share of joint venture construction debt (34,950) (104,191) ----------- ----------- Total debt (adjusted for joint venture partners' share) (D) $ 1,151,372 $ 1,310,364 =========== =========== Total debt as a % of undepreciated real estate assets (C/A) 44.4% 49.0% =========== =========== Total debt as a % of undepreciated real estate assets (adjusted for joint venture partner's share of debt) (D/B) 43.7% 47.1% =========== =========== Total debt per balance sheet $ 1,186,322 $ 1,414,555 Plus: Preferred shares at liquidation value 145,000 145,000 Preferred units at liquidation value 70,000 70,000 ----------- ----------- Total debt and preferred shares and units (E) 1,401,322 1,629,555 Less: Joint venture partners' share of joint venture construction debt (34,950) (104,191) ----------- ----------- Total debt and preferred shares and units (adjusted for joint venture partners' share of debt) (F) $ 1,366,372 $ 1,525,364 =========== =========== Total debt and preferred shares and units as a % of undepreciated assets (E/A) 52.5% 56.4% =========== =========== Total debt and preferred shares and units as a % of undepreciated assets (adjusted for joint venture partners' share of debt) (F/B) 51.8% 54.8% =========== ===========

TABLE 6 RECONCILIATION OF GAINS ON PROPERTY SALES TO ECONOMIC GAINS ON PROPERTY SALES

YEAR ENDED 12/31/2003 FORECASTED 2004 ---------- ----------------------- LOW RANGE HIGH RANGE --------- ---------- Gains on property sales - discontinued operations (before minority interest) $ 37,448 $ 136,000 $ 140,000 Gains on property sales - unconsolidated entities 8,395 - - --------- --------- --------- 45,843 136,000 140,000 Less: Asset impairment loss (included in income from discontinued operations) (14,118) - - Plus: Asset impairment loss (on assets held for sale) included in gains on property sales - discontinued operations 3,344 - - --------- --------- --------- Gains on property sales $ 35,069 $ 136,000 $ 140,000 ========= ========= ========= Gains on property sales $ 35,069 $ 136,000 $ 140,000 Less: Accumulated depreciation on properties sold (25,501) (74,656) (74,656) Accumulated depreciation on properties sold - unconsolidated entities (947) - - Prior period asset impairment losses on properties sold (4,964) (3,344) (3,344) --------- --------- --------- Economic gains on property sales $ 3,657 $ 58,000 $ 62,000 ========= ========= =========

TABLE 7 RECONCILIATION OF FORECASTED NET INCOME PER COMMON SHARE TO FORECASTED FUNDS FROM OPERATIONS PER COMMON SHARE

THREE MONTHS ENDED MARCH 31, 2004 ---------------------- LOW RANGE HIGH RANGE --------- ---------- Forecasted net loss, per share $ (0.05) $ (0.03) Forecasted gains on property sales, per share (0.03) (0.04) Forecasted real estate depreciation, per share 0.47 0.48 -------- -------- Forecasted funds from operations, per share 0.39 0.41 Forecasted preferred stock redemption costs 0.04 0.04 -------- -------- Forecasted funds from operations, excluding preferred stock redemption costs, per share $ 0.43 $ 0.45 ======== ========

EX-99.2 4 g87112exv99w2.txt EX-99.2 SUPPLEMENTAL FINANCIAL DATA . . . EXHIBIT 99.2 FOURTH QUARTER 2003 Supplemental Financial Data TABLE OF CONTENTS

Page Consolidated Statements of Operations .......................................... 3 Calculation of Funds from Operations and Funds Available for Distribution ...... 6 Same Store Operating Results ................................................... 8 Consolidated Balance Sheets .................................................... 10 Consolidated Debt Summary ...................................................... 11 Summary of Construction and Initial Lease-Up Communities ....................... 14 Asset Sales Summary ............................................................ 15 Capitalized Costs Summary ...................................................... 16 Investments in Unconsolidated Real Estate Entities ............................. 17 Net Asset Value Supplemental Information ....................................... 19 Definitions and Reconciliations of Supplemental Non-GAAP Financial Measures .... 21

The projections and estimates given in this document and other written or oral statements made by or on behalf of the Company, may constitute "forward-looking statements" within the meaning of the federal securities laws. All forward-looking statements are subject to certain risks and uncertainties that could cause actual events to differ materially from those projected. Management believes that these forward-looking statements are reasonable; however, you should not place undue reliance on such statements. These statements are based on current expectations and speak only as of the date of such statements. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of future events, new information or otherwise. The following are some of the factors that could cause the Company's actual results to differ materially from the expected results described in the Company's forward-looking statements: future local and national economic conditions, including changes in job growth, interest rates, the availability of financing and other factors; demand for apartments in the Company's markets and the effect on occupancy and rental rates; the impact of competition on the Company's business, including competition for tenants and development locations; the Company's ability to obtain financing or self-fund the development or acquisition of additional apartment communities; the uncertainties associated with the Company's current real estate development, including actual costs exceeding the Company's budgets or development periods exceeding expectations; uncertainties associated with the timing and amount of asset sales and the resulting gains/losses associated with such asset sales; conditions affecting ownership of residential real estate and general conditions in the multi-family residential real estate market; the effects of changes in accounting policies and other regulatory matters detailed in the Company's filings with the Securities and Exchange Commission and uncertainties of litigation; and the Company's ability to continue to qualify as a real estate investment trust under the Internal Revenue Code. Other important risk factors regarding the Company are included under the caption "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2002 and may be discussed in subsequent filings with the SEC. The risk factors discussed in such Form 10-K under the caption "Risk Factors" are specifically incorporated by reference into this document. Copyright (C) 2004 Post Apartment Homes, LP All Rights Reserved 2 POST PROPERTIES, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (Dollars in thousands, except share, per share or unit data) (UNAUDITED)

THREE MONTHS ENDED TWELVE MONTHS ENDED DECEMBER 31, DECEMBER 31, ---------------------------- ---------------------------- 2003 2002 2003 2002 ------------ ------------- ------------- ------------- REVENUES Rental $ 70,540 $ 69,753 $ 279,325 $ 275,605 Other 2,198 2,193 10,165 10,413 Interest 187 286 894 1,288 ------------ ------------ ------------ ------------ Total revenues 72,925 72,232 290,384 287,306 ------------ ------------ ------------ ------------ EXPENSES Property operating and maintenance (exclusive of items shown separately below) 30,393 28,457 121,741 115,382 Depreciation 21,603 21,124 83,700 76,760 Interest 15,914 14,650 64,905 52,035 Amortization of deferred financing costs 962 616 3,801 2,327 General and administrative 4,400 3,450 15,102 14,431 Minority interest in consolidated property partnerships (665) (576) (2,024) (2,055) Development costs and other (1) 1,298 694 2,138 830 Severance charges (2) - - 21,506 - Proxy and related costs (3) - - 5,231 - ------------ ------------ ------------ ------------ Total expenses 73,905 68,415 316,100 259,710 ------------ ------------ ------------ ------------ INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE EQUITY IN INCOME (LOSSES) OF UNCONSOLIDATED ENTITIES, GAINS ON PROPERTY SALES AND MINORITY INTEREST (980) 3,817 (25,716) 27,596 Equity in income (losses) of unconsolidated real estate entities 23 (306) 7,791 (1,590) Gains on property sales (4) - - - 13,275 Minority interest of preferred unitholders (1,400) (1,400) (5,600) (5,600) Minority interest of common unitholders 393 101 3,552 (2,681) ------------ ------------ ------------ ------------ INCOME (LOSS) FROM CONTINUING OPERATIONS (1,964) 2,212 (19,973) 31,000 ------------ ------------ ------------ ------------ DISCONTINUED OPERATIONS (4) Income from discontinued operations, net of minority interest 4,216 3,239 632 15,179 Gains on property sales, net of minority interest 6,453 7,060 33,497 14,567 ------------ ------------ ------------ ------------ INCOME FROM DISCONTINUED OPERATIONS 10,669 10,299 34,129 29,746 ------------ ------------ ------------ ------------ NET INCOME 8,705 12,511 14,156 60,746 Dividends to preferred shareholders (2,862) (2,862) (11,449) (11,449) ------------ ------------ ------------ ------------ NET INCOME AVAILABLE TO COMMON SHAREHOLDERS $ 5,843 $ 9,649 $ 2,707 $ 49,297 ============ ============ ============ ============ PER COMMON SHARE DATA - BASIC (5) Income (loss) from continuing operations (net of preferred dividends) $ (0.13) $ (0.02) $ (0.83) $ 0.53 Income from discontinued operations 0.28 0.28 0.90 0.80 ------------ ------------ ------------ ------------ Net income available to common shareholders $ 0.15 $ 0.26 $ 0.07 $ 1.33 ============ ============ ============ ============ Dividends declared $ 0.45 $ 0.78 $ 1.80 $ 3.12 ============ ============ ============ ============ Weighted average common shares outstanding - basic 38,176,235 37,061,628 37,687,524 36,939,144 ============ ============ ============ ============ Weighted average common shares and units outstanding - basic 42,228,473 42,032,638 42,134,072 42,020,759 ============ ============ ============ ============ PER COMMON SHARE DATA - DILUTED (5) Income (loss) from continuing operations (net of preferred dividends) $ (0.13) $ (0.02) $ (0.83) $ 0.53 Income from discontinued operations 0.28 0.28 0.90 0.80 ------------ ------------ ------------ ------------ Net income available to common shareholders $ 0.15 $ 0.26 $ 0.07 $ 1.33 ============ ============ ============ ============ Dividends declared $ 0.45 $ 0.78 $ 1.80 $ 3.12 ============ ============ ============ ============ Weighted average common shares outstanding - diluted 38,176,235 37,061,628 37,687,524 36,953,962 ============ ============ ============ ============ Weighted average common shares and units outstanding - diluted 42,228,473 42,032,638 42,134,072 42,035,577 ============ ============ ============ ============

Copyright(C)2004 Post Apartment Homes, LP All Rights Reserved 3 POST PROPERTIES, INC. NOTES TO CONSOLIDATED STATEMENTS OF OPERATIONS (1) Development costs and other expenses for the three months ended December 31, 2003 include development personnel and associated costs not allocable to development projects and the write off of the Company's remaining investment in a property management software company. Other expenses for the twelve months ended December 31, 2003 also included legal expenses related to board of director governance and transition matters, the settlement costs related to the bankruptcy of a former technology investment and losses on the disposal of the Company's partial ownership interest in corporate aircraft. Other expenses for the year ended December 31, 2002 represent costs associated with the write down of the Company's investment in a property management software development company and the early extinguishment of indebtedness. (2) For the twelve months ended December 31, 2003, severance charges included a second quarter charge of $1,795 related to the departure of two executive officers and a first quarter non-cash charge of $19,712 relating to the change in roles from executive to non-executive status of the Company's former chairman and vice chairman of the board of directors. The first quarter charge consisted of a $13,994 charge representing the discounted present value of the estimated payments to be made to these individuals under their existing employment contracts and a $5,718 charge representing the discounted present value of estimated net costs that may be incurred by the Company as a result of the settlement of split-dollar life insurance obligations to the individuals under their employment contracts. (3) Proxy and related costs for the twelve months ended December 31, 2003 represented the legal, advisory and other expenses associated with the proxy contest concluded in the second quarter. In addition, the amount included the estimated legal and settlement costs associated with the resolution of two derivative and purported class action lawsuits filed against the Company during the proxy contest. These lawsuits are expected to be settled in 2004. (4) On January 1, 2002, the Company adopted SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." In accordance with the provisions of SFAS No. 144, the operating results of real estate assets designated as held for sale subsequent to January 1, 2002 are included in discontinued operations in the consolidated statement of operations. Also under the provisions of SFAS No. 144, the reserves, if any, to write down the carrying value of real estate assets designated and classified as held for sale after January 1, 2002 are included in discontinued operations. All subsequent gains or additional losses on the sale of these assets are also included in discontinued operations. The gains or losses on the sale of real estate assets held for sale at December 31, 2001 are included in continuing operations. As a result, income from continuing operations may not be comparable between the periods presented. For the three and twelve months ended December 31, 2003, income from discontinued operations included the results of operations of 9 communities, containing 4,340 units, classified as held for sale at December 31, 2003 and the results of operations of four communities sold in 2003 through their sale date. For the three and twelve months ended December 31, 2002, income from discontinued operations included the results of operations of all communities classified as held for sale at December 31, 2003, communities sold in 2003 and the results of operations of seven communities and one commercial property sold in 2002 through their sale dates. The revenues and expenses of these communities for the three and twelve months ended December 31, 2003 and 2002 were as follows:

THREE MONTHS ENDED TWELVE MONTHS ENDED DECEMBER 31, DECEMBER 31, -------------------- -------------------- 2003 2002 2003 2002 --------- --------- -------- --------- REVENUES Rental $ 9,513 $ 12,839 $ 42,350 $ 59,585 Other 414 506 1,935 2,531 -------- -------- -------- -------- Total revenues 9,927 13,345 44,285 62,116 -------- -------- -------- -------- EXPENSES Property operating and maintenance (exclusive of items shown separately below) 3,880 4,940 17,362 23,906 Depreciation - 2,527 6,276 11,167 Interest 1,371 2,204 5,955 9,776 Asset impairment charge - - 14,118 - -------- -------- -------- -------- Total expenses 5,251 9,671 43,711 44,849 -------- -------- -------- -------- INCOME FROM DISCONTINUED OPERATIONS 4,676 3,674 574 17,267 BEFORE MINORITY INTEREST Minority interest (460) (435) 58 (2,088) -------- -------- -------- -------- INCOME FROM DISCONTINUED OPERATIONS $ 4,216 $ 3,239 $ 632 $ 15,179 ======== ======== ======== ========

During the third quarter of 2003, the Company reclassified an impairment loss of $14,118 from continuing operations to discontinued operations. The impairment loss, originally recorded in the first quarter 2003, related to the write-down of the cost of the Company's apartment community located in Phoenix, Arizona to its estimated fair value. The reclassification of the impairment loss to discontinued operations reflected the designation of this community as held for sale during the third quarter of 2003 and the final sale of the community in the fourth quarter of 2003. Copyright (C) 2004 Post Apartment Homes, LP All Rights Reserved 4 For the three months ended December 31, 2003, the Company recognized net gains from discontinued operations of $7,103 ($6,453 net of minority interest) from the sale of two communities containing 835 units. For the twelve months ended December 31, 2003, the Company recognized net gains from discontinued operations of $42,205 ($37,736 net of minority interest) on the sale of four communities containing 1,844 units and a land parcel, reduced by losses of $4,757 ($4,239 net of minority interest) resulting from losses on the sale of certain land parcels and reserves to write-down to fair value one community and certain other land parcels classified as held for sale. (5) Post Properties, Inc. is structured as an UPREIT, or Umbrella Partnership Real Estate Investment Trust. Post GP Holdings, Inc., a wholly owned subsidiary of the Company, is the sole general partner and, together with Post LP Holdings, Inc. owns the controlling interest in Post Apartment Homes, L.P., the Operating Partnership, through which the Company conducts its operations. As of December 31, 2003, there were 42,353,822 units of the Operating Partnership outstanding, of which 38,686,315 or 91.3% were owned by the Company. For the three and twelve months ended December 31, 2003, the potential dilution from the Company's outstanding stock options of 36,010 and 11,052 shares, respectively, was antidilutive to the continuing operations per share calculation. As such, these amounts were excluded form weighted average shares and units and the income (loss) per share calculations for the three and twelve months ended December 31, 2003. Copyright (C) 2004 Post Apartment Homes, LP All Rights Reserved 5 POST PROPERTIES, INC. CALCULATION OF FUNDS FROM OPERATIONS AND FUNDS AVAILABLE FOR DISTRIBUTION AVAILABLE TO COMMON SHAREHOLDERS (Dollars in thousands, except share, per share or unit data) (Unaudited) A reconciliation of net income available to common shareholders to funds from operations available to common shareholders and funds available for distribution to common shareholders is provided below.

THREE MONTHS ENDED TWELVE MONTHS ENDED DECEMBER 31, DECEMBER 31, ---------------------------- ---------------------------- 2003 2002 (1) 2003 (1) 2002 (1) ------------- ------------- ------------- ------------- NET INCOME AVAILABLE TO COMMON SHAREHOLDERS $ 5,843 $ 9,649 $ 2,707 $ 49,297 Minority interest of common unitholders - continuing operations (393) (101) (3,552) 2,681 Minority interest in discontinued operations (2) 1,110 1,382 3,893 4,091 Gains on property sales - continuing operations - - - (13,275) Gains on property sales - unconsolidated entities - - (8,395) - Gains on property sales - discontinued operations (excluding asset impairment charges) (7,103) (9,856) (40,793) (27,921) Depreciation on wholly-owned real estate assets, net (3) 19,975 22,283 84,530 82,917 Depreciation on real estate assets held in unconsolidated entities 332 367 1,568 1,104 ------------ ------------ ------------ ------------ FUNDS FROM OPERATIONS AVAILABLE TO COMMON SHAREHOLDERS, AS DEFINED (A) 19,764 23,724 39,958 98,894 Severance charges - - 21,506 - Proxy and related costs - - 5,231 - Asset impairment charges - 1,849 17,462 11,351 ------------ ------------ ------------ ------------ FUNDS FROM OPERATIONS AVAILABLE TO COMMON SHAREHOLDERS, EXCLUDING SEVERANCE, PROXY AND IMPAIRMENT CHARGES (B) $ 19,764 $ 25,573 $ 84,157 $ 110,245 ============ ============ ============ ============ FUNDS FROM OPERATIONS AVAILABLE TO COMMON SHAREHOLDERS, AS DEFINED $ 19,764 $ 23,724 $ 39,958 $ 98,894 Recurring capital expenditures (2,490) (2,066) (9,473) (9,381) Non-recurring capital expenditures (1,921) (1,367) (5,152) (3,441) ------------ ------------ ------------ ------------ FUNDS AVAILABLE FOR DISTRIBUTION TO COMMON SHAREHOLDERS (4) (C) 15,353 20,291 25,333 86,072 Severance charges - - 21,506 - Proxy and related costs - - 5,231 - Asset impairment charges - 1,849 17,462 11,351 ------------ ------------ ------------ ------------ FUNDS AVAILABLE FOR DISTRIBUTION TO COMMON SHAREHOLDERS, EXCLUDING SEVERANCE, PROXY AND IMPAIRMENT CHARGES (4) (D) $ 15,353 $ 22,140 $ 69,532 $ 97,423 ============ ============ ============ ============ PER COMMON SHARE DATA - BASIC Funds from operations per share or unit, as defined (A/F) $ 0.47 $ 0.56 $ 0.95 $ 2.35 Funds available for distribution per share or unit, as defined (4) (C/F) $ 0.36 $ 0.48 $ 0.60 $ 2.05 Funds from operations per share or unit, excluding severance, proxy and impairment charges (B/F) $ 0.47 $ 0.61 $ 2.00 $ 2.62 Funds available for distribution per share or unit, excluding severance, proxy and impairment charges (4) (D/F) $ 0.36 $ 0.53 $ 1.65 $ 2.32 Dividends declared (E) $ 0.45 $ 0.78 $ 1.80 $ 3.12 Weighted average shares outstanding 38,176,236 37,061,628 37,687,524 36,939,144 Weighted average shares and units outstanding (F) 42,228,473 42,032,638 42,134,072 42,020,759 PER COMMON SHARE DATA - DILUTED Funds from operations per share or unit, as defined (A/G=W) $ 0.47 $ 0.56 $ 0.95 $ 2.35 Funds available for distribution per share or unit, as defined (4) (C/G=X) $ 0.36 $ 0.48 $ 0.60 $ 2.05 Funds from operations per share or unit, excluding severance, proxy and impairment charges (B/G=Y) $ 0.47 $ 0.61 $ 2.00 $ 2.62 Funds available for distribution per share or unit, excluding severance, proxy and impairment charges (4) (D/G=Z) $ 0.36 $ 0.53 $ 1.65 $ 2.32 Dividends declared (E) $ 0.45 $ 0.78 $ 1.80 $ 3.12 Weighted average shares outstanding (5) 38,212,245 37,061,628 37,698,578 36,953,962 Weighted average shares and units outstanding (5) (G) 42,264,483 42,032,638 42,145,124 42,035,577

Copyright (C) 2004 Post Apartment Homes, LP All Rights Reserved 6 DIVIDEND PAYOUT RATIO PER COMMON SHARE Payout ratio - funds from operations, as defined (E/W) 95.7% 139.3% 189.5% 132.8% Payout ratio - funds available for distribution, as defined (E/X) 125.0% 162.5% 300.0% 152.2% Payout ratio - funds from operations, excluding severance, proxy and impairment charges (E/Y) 95.7% 127.9% 90.0% 119.1% Payout ratio - funds available for distribution, excluding severance, proxy and impairment charges (E/Z) 125.0% 147.2% 109.1% 134.5% (1) For the three and twelve months ended December 31, 2002, FFO available to common shareholders has been restated from the prior year presentation to reflect a reduction of $1,849 and $11,351 for impairment losses on real estate assets resulting from the NAREIT modification of the definition of FFO. Additionally, for the twelve months ended December 31, 2002, FFO available to common shareholders has been restated from the prior year presentation to reflect a reduction of $136 for early debt extinguishment costs reclassified from extraordinary items to operating expenses under SFAS No. 145. For the twelve months ended December 31, 2003, FFO available to common shareholders has been restated to reflect a reduction of $14,118 for impairment losses on real estate recognized in the first quarter of 2003. (2) Represents the minority interest in earnings and gains on properties held for sale and sold reported as discontinued operations for the periods presented. (3) Depreciation on wholly-owned real estate assets is net of the minority interest portion of depreciation in consolidated entities. (4) Since the Company does not add back the depreciation of non-real estate assets in its calculation of funds from operations, non-real estate related capital expenditures of $278 and $177 for the three months ended December 31, 2003 and 2002, respectively, and $799 and $1,100 for the twelve months ended December 31, 2003 and 2002, respectively, are excluded from the calculation of funds available for distribution. (5) Diluted weighted average shares and units for the three and twelve months ended December 31, 2003 include 36,010 and 11,052 shares and units, respectively, that were antidilutive to all income (loss) per share computations under generally accepted accounting principles. Copyright (C) 2004 Post Apartment Homes, LP All Rights Reserved 7 POST PROPERTIES, INC. SAME STORE OPERATING RESULTS (Dollars in thousands, except per share or unit data) (Unaudited) SAME STORE OPERATING RESULTS The Company defines fully stabilized or same store communities as those which have reached stabilization prior to the beginning of the previous calendar year, adjusted by communities sold and classified as held for sale. Same store net operating income is a supplemental non-GAAP financial measure. See Table 1 on page 23 for a reconciliation of same store net operating income to GAAP income from continuing operations. The operating performance of the 53 communities containing 19,646 apartment units which were fully stabilized as of January 1, 2002, is summarized as follows:

THREE MONTHS ENDED TWELVE MONTHS ENDED DECEMBER 31, DECEMBER 31, -------------------------- ------------------------- 2003 2002 % CHANGE 2003 2002 % CHANGE ----------- ----------- -------- ----------- ---------- -------- Rental and other revenues $ 55,051 $ 56,041 (1.8)% $ 221,592 $ 229,477 (3.4)% Property operating and maintenance expenses (excluding depreciation and amortization) 19,612 18,874 3.9% 80,173 78,934 1.6% ----------- ----------- ----------- ---------- Same store net operating income $ 35,439 $ 37,167 (4.6)% $ 141,419 $ 150,543 (6.1)% =========== =========== =========== ========== Capital expenditures (1) Recurring Carpet $ 565 $ 413 36.8% $ 2,202 $ 1,692 30.1% Other 1,386 1,117 24.1% 4,906 4,457 10.1% ----------- ----------- ----------- ---------- Total recurring 1,951 1,530 27.5% 7,108 6,149 15.6% Non-recurring 1,490 258 477.5% 3,704 1,487 149.1% ----------- ----------- ----------- ---------- Total capital expenditures (A) $ 3,441 $ 1,788 92.4% $ 10,812 $ 7,636 41.6% =========== =========== =========== ========== Total capital expenditures per unit (A/19,646 UNITS) $ 175 $ 91 92.3% $ 550 $ 389 41.4% =========== =========== =========== ========== Average monthly rental rate per unit (2) $ 970 $ 1,022 (5.1)% $ 989 $ 1,043 (5.2)% =========== =========== =========== ==========

(1) See Table 3 on page 25 for a reconciliation of these segment components of property capital expenditures to total recurring capital expenditures and total non-recurring capital expenditures as presented on the consolidated cash flow statements prepared under GAAP. (2) Average monthly rental rate is defined as the average of the gross actual rates for occupied units and the anticipated rental rates for unoccupied units divided by total units. SAME STORE OPERATING RESULTS BY MARKET - COMPARISON OF 2003 TO 2002 (Increase (decrease) from same period in prior year)

THREE MONTHS ENDED TWELVE MONTHS ENDED DECEMBER 31, DECEMBER 31, ------------------------------------------------ -------------------------------------------------- AVERAGE AVERAGE ECONOMIC ECONOMIC MARKET REVENUES (1) EXPENSES (1) NOI (1) OCCUPANCY REVENUES (1) EXPENSES (1) NOI (1) OCCUPANCY - -------------------------------------------------- --------- ------------ ----------- ------ --------- Atlanta (3.0)% 1.1% (5.1)% 1.9% (4.3)% 2.3% (7.5)% 0.9% Dallas (0.6)% 12.7% (7.7)% 3.0% (2.6)% 1.3% (5.1)% 1.1% Tampa 1.1% 2.2% 0.4% 4.0% (4.0)% (0.7)% (6.0)% (0.5)% Other (2) 0.5% 2.2% (0.2)% 1.7% 0.2% 0.2% 0.2% 1.9% ---- ---- ---- --- ---- ---- ---- ----- Total (1.8)% 3.9% (4.7)% 2.3% (3.4)% 1.6% (6.1)% 0.9% ==== ==== ==== === ==== ==== ==== =====

(1) See Table 2 on page 24 for a reconciliation of these components of same store net operating income and Table 1 on page 23 for a reconciliation of same store net operating income to GAAP income from continuing operations. (2) Includes communities located in Orlando, FL; Washington, DC; Houston, TX; Charlotte, NC and Nashville, TN. Copyright (C) 2004 Post Apartment Homes, LP All Rights Reserved 8 SAME STORE OCCUPANCY BY MARKET

AVERAGE ECONOMIC AVERAGE ECONOMIC OCCUPANCY (1) OCCUPANCY (1) -------------------- -------------------- THREE MONTHS ENDED TWELVE MONTHS ENDED PHYSICAL DECEMBER 31, DECEMBER 31, OCCUPANCY (2) APARTMENT % OF -------------------- -------------------- DECEMBER 31, MARKET UNITS UNITS 2003 2002 2003 2002 2003 - ------ ----- ----- ---- ---- ---- ---- ---- Atlanta 11,886 60.5% 93.3% 91.4% 92.0% 91.1% 93.9% Dallas 4,353 22.2% 91.8% 88.8% 90.6% 89.5% 93.4% Tampa 1,439 7.3% 95.3% 91.3% 93.1% 93.6% 96.1% Other 1,968 10.0% 93.7% 92.0% 92.9% 91.0% 93.8% ------ ----- ---- ---- ---- ---- ---- Total 19,646 100.0% 93.2% 90.9% 91.9% 91.0% 94.0% ====== ===== ==== ==== ==== ==== ====

(1) Average economic occupancy is defined as gross potential rent less vacancy losses, model expenses and bad debt expenses divided by gross potential rent for the period, expressed as a percentage. The calculation of average economic occupancy does not include a deduction for concessions and employee discounts. Average economic occupancy, including these amounts would have been 92.5% and 89.3% for the three months ended December 31, 2003 and 2002, respectively, and 90.8% and 89.1% for the twelve months ended December 31, 2003 and 2002, respectively. For the three months ended December 31, 2003 and 2002, concessions were $284 and $832, respectively, and employee discounts were $92 and $129, respectively. For the twelve months ended December 31, 2003 and 2002, concessions were $2,129 and $3,924, respectively, and employee discounts were $424 and $614, respectively. (2) Physical occupancy is defined as the number of units occupied divided by total apartment units, expressed as a percentage. SAME STORE SEQUENTIAL COMPARISON

THREE MONTHS ENDED THREE MONTHS ENDED DECEMBER 31, 2003 SEPTEMBER 30, 2003 % CHANGE ----------------- ------------------ -------- Rental and other revenues $ 55,051 $ 55,974 (1.6)% Property operating and maintenance expenses (excluding depreciation and amortization) 19,612 20,727 (5.4)% ---------- ---------- Same store net operating income (1) $ 35,439 $ 35,247 0.5% ========== ========== Average economic occupancy 93.2% 93.1% 0.1% ========== ========== Average monthly rental rate per unit $ 970 $ 980 (1.0)% ========== ==========

SEQUENTIAL SAME STORE OPERATING RESULTS BY MARKET - COMPARISON OF FOURTH QUARTER OF 2003 TO THIRD QUARTER 2003 (Increase (decrease) between periods)

AVERAGE ECONOMIC MARKET REVENUES (1) EXPENSES (1) NOI (1) OCCUPANCY - ------ ----------- ----------- ------ --------- Atlanta (2.0)% (5.3)% (0.1)% (0.3)% Dallas (1.6)% (3.9)% - 0.8% Tampa 0.3% (7.2)% 5.3% 0.9% Other (2) (1.5)% (7.7)% 1.8% (0.4)% ---- ---- ---- ----- Total (1.6)% (5.4)% 0.5% 0.1% ==== ==== ==== =====

(1) See Table 2 on page 24 for a reconciliation of these components of same store net operating income and Table 1 on page 23 for a reconciliation of same store net operating income to GAAP income from continuing operations. (2) Includes communities located in Orlando, FL; Washington, DC; Houston, TX; Charlotte, NC and Nashville, TN. (1) Copyright (C) 2004 Post Apartment Homes, LP All Rights Reserved 9 POST PROPERTIES, INC. CONSOLIDATED BALANCE SHEETS (Dollars in thousands, except per share or unit data)

DECEMBER 31, DECEMBER 31, 2003 2002 ------------ ------------ ASSETS Real estate assets Land $ 254,000 $ 273,058 Building and improvements 1,883,582 1,976,809 Furniture, fixtures and equipment 214,002 246,634 Construction in progress 12,946 92,945 Investments in and advances to unconsolidated real estate entities 74,786 182,285 Land held for future development 11,994 24,879 ----------- ------------ 2,451,310 2,796,610 Less: accumulated depreciation (432,157) (426,136) Assets held for sale, net of accumulated depreciation of $74,614 and $17,829 at December 31, 2003 and 2002, respectively 145,238 73,061 ----------- ------------ Total real estate assets 2,164,391 2,443,535 Cash and cash equivalents 1,334 6,390 Restricted cash 2,065 1,369 Deferred charges, net 12,285 15,584 Other assets 35,376 41,273 ----------- ------------ Total assets $ 2,215,451 $ 2,508,151 =========== ============ LIABILITIES AND SHAREHOLDERS' EQUITY Notes payable $ 1,186,322 $ 1,414,555 Accrued interest payable 6,923 8,994 Dividend and distribution payable 19,509 33,252 Accounts payable and accrued expenses 65,872 49,124 Security deposits and prepaid rents 7,890 8,250 ----------- ------------ Total liabilities 1,286,516 1,514,175 ----------- ------------ Minority interest of preferred unitholders in Operating Partnership 70,000 70,000 ----------- ------------ Minority interest of common unitholders in Operating Partnership 62,409 90,277 ----------- ------------ Shareholders' equity Preferred stock, $.01 par value, 20,000,000 authorized: 8 1/2 % Series A Cumulative Redeemable Shares, liquidation preference $50 per share, 900,000 shares issued and outstanding 9 9 7 5/8 % Series B Cumulative Redeemable Shares, liquidation preference $25 per share, 2,000,000 shares issued and outstanding 20 20 7 5/8 % Series C Cumulative Redeemable Shares, liquidation preference $25 per share, 2,000,000 shares issued and outstanding 20 20 Common stock, $.01 par value, 100,000,000 authorized: 39,676,204 and 39,676,204 shares issued, 38,686,315 and 37,202,290 shares outstanding at December 31, 2003 and 2002, respectively 396 396 Additional paid-in capital 849,632 940,122 Accumulated earnings - - Accumulated other comprehensive income (12,362) (14,822) Deferred compensation (4,424) (639) ----------- ------------ 833,291 925,106 Less common stock in treasury, at cost, 989,889 shares and 2,473,914 shares at December 31, 2003 and 2002, respectively (36,765) (91,407) ----------- ------------ Total shareholders' equity 796,526 833,699 ----------- ------------ Total liabilities and shareholders' equity $ 2,215,451 $ 2,508,151 =========== ============

Copyright (C) 2004 Post Apartment Homes, LP All Rights Reserved 10 POST PROPERTIES, INC. CONSOLIDATED DEBT SUMMARY (Dollars in thousands, except per share or unit data) (Unaudited) SUMMARY OF OUTSTANDING DEBT AT DECEMBER 31, 2003

WEIGHTED AVERAGE RATE (1) THREE MONTHS ENDED DECEMBER 31, PERCENTAGE ------------------------------- TYPE OF INDEBTEDNESS BALANCE OF TOTAL 2003 2002 -------------------- ---------- ---------- ---- ---- Unsecured fixed rate senior notes $ 608,000 51.25% 7.43% 7.40% Secured tax exempt variable rate notes (2) 214,380 18.07% 1.71% 2.10% Secured conventional fixed rate notes 291,932 24.61% 6.77% 6.77% Lines of credit 72,010 6.07% 1.90% 2.53% ---------- ------ ---- ---- $1,186,322 100.00% 5.90% 5.79% ========== ====== ==== ====

PERCENTAGE BALANCE OF TOTAL DEBT ---------- ------------- Total fixed rate debt $ 899,932 75.9% Total variable rate debt 286,390 24.1% ---------- ------ Total debt $1,186,322 100.00% ========== ======

DEBT MATURITIES

WEIGHTED AVERAGE RATE AGGREGATE DEBT MATURITIES BY YEAR (3) AMOUNT ON DEBT MATURITIES (1) - ------------------------------------- ---------- ---------------------- 2004 $ 27,094 7.04% 2005 204,402 (4) 7.83% 2006 79,732 6.98% 2007 112,178 7.16% 2008 4,014 6.52% 2009 and thereafter 686,892 (4) 5.40% ---------- $1,114,312 ==========

DEBT STATISTICS

TWELVE MONTHS ENDED DECEMBER 31, -------------------- 2003 2002 ---- ---- Interest coverage ratio (5)(6) 2.4x (9) 3.0x Fixed charge coverage ratio (5)(7) 1.9x (9) 2.3x Total debt as a % of undepreciated real estate (8) 44.4% 49.0% Total debt and preferred shares and units as % of undepreciated assets (8) 52.5% 56.4% Total debt as a % of undepreciated real estate (adjusted for joint venture partners' share of debt) (8) 43.7% 47.1% Total debt and preferred shares and units as % of undepreciated assets (adjusted for joint venture partners' share of debt) (8) 51.8% 54.8%

(1) Weighted average rate includes credit enhancements and other fees, where applicable. The weighted average rates for the three months ended December 31, 2002 are based on the debt outstanding for that period. (2) The Company has purchased interest rate cap arrangements that limit the Company's exposure to increases in the base rate to 5.00 percent. (3) Excludes outstanding balances on lines of credit of $72,010 maturing in 2004. In January, 2004, the Company refinanced its primary unsecured revolving line of credit for 3-year term maturing in January 2007. The outstanding balance on this revolving line of credit was $60,000 at December 31, 2003. (4) Aggregate debt maturities for years ended in 2009 and thereafter include $100,000 of Mandatory Par Put Remarked Securities ("MOPPRS"). The MOPPRS mature in March 2015, but are subject to mandatory tender for remarketing in March 2005. In March 2005, if the remarking dealer elects not to remarket the MOPPRS, the Company is required to redeem the MOPPRS at par. If the remarketing dealer elects to remarket the securities in March 2005, the interest rate on the MOPPRS will be established at a rate of 5.715% plus the Company's applicable credit spread for Company securities with similar maturities. The MOPPRS may be redeemed, at the Company's option, immediately prior to their remarketing in March 2005 at an optional redemption price equal to the outstanding principal balance plus a prepayment penalty. (5) Calculated for the twelve months ended December 31, 2003 and 2002. (6) Interest coverage ratio is defined as net income available for debt service divided by interest expense. For purposes of this calculation, net income available for debt service represents income from continuing operations, before preferred or common minority interest, gains on property sales, severance, proxy and asset impairment charges, interest expense, depreciation and amortization. Net income available for debt service was also adjusted for the Company's share of depreciation and interest expense from unconsolidated entities and interest expense used in the calculation was adjusted to include the Company's share of interest expense from unconsolidated entities. The calculation of the interest coverage ratio is a non-GAAP financial measure. A reconciliation of net income available for debt service to income from continuing operations and interest expense to consolidated interest expense is included in Table 4 on page 25. (7) Fixed charge coverage ratio is defined as net income available for debt service divided by interest expense plus dividends to preferred shareholders and distributions to preferred unitholders. For purposes of this calculation, net income available for debt service represents earnings from continuing operations, before preferred or common minority interest, gains on property sales, severance, proxy and asset impairment charges, interest expense, depreciation and amortization. Net income available for debt service was also adjusted for the Company's share of depreciation and interest expense from unconsolidated entities and interest expense used in the calculation was adjusted to include the Company's share of interest expense from unconsolidated entities. The calculation of the fixed coverage ratio is a non-GAAP financial measure. A reconciliation of net income available for debt service to income from continuing operations and fixed charges to consolidated interest expense plus preferred dividends to shareholders and preferred distributions to unitholders is included in Table 4 on page 25. (8) At December 31, 2003, the Company has provided construction financing to one unconsolidated development joint ventures with the New York State Common Retirement Fund. 100% of this financing is included in the Company's debt and its real estate assets. At December 31, 2003 and 2002, the venture partner's share of the construction loans was $34,950 and $104,191, respectively. A computation of the debt ratios is included in Table 5 on page 26. (9) The interest coverage and fixed charge coverage ratios, including discontinued operations, for the twelve months ended December 31, 2003 would be 2.5x and 2.0x, respectively. Copyright (C) 2004 Post Apartment Homes, LP All Rights Reserved 11 POST PROPERTIES, INC. CONSOLIDATED DEBT SUMMARY (CONT.) (Dollars in thousands, except per share or unit data) (Unaudited) FINANCIAL DEBT COVENANTS - SENIOR UNSECURED PUBLIC NOTES

ACTUAL RATIO AS OF COVENANT REQUIREMENT (1) DECEMBER 31, 2003 - ----------------------------------------------------------------------------- ------------------ Consolidated Debt to Total Assets cannot exceed 60% 44% Secured Debt to Total Assets cannot exceed 40% 19% Total Unencumbered Assets to Unsecured Debt must be at least 1.50/1 2.87/1 Consolidated Income Available for Debt Service Charge must be at least 1.50/1 2.53/1

(1) A summary of the public debt covenant calculations and reconciliations of the financial components used in the public debt covenant calculations to the most comparable GAAP financial measures are detailed below. RATIO OF CONSOLIDATED DEBT TO TOTAL ASSETS

AS OF DECEMBER 31, 2003 ----------------- Consolidated debt, per balance sheet (A) $ 1,186,322 ============== Total assets, as defined (B) (Table A) $ 2,709,704 ============== Computed ratio (A/B) 44% ============== Required ratio (cannot exceed) 60% ============== RATIO OF SECURED DEBT TO TOTAL ASSETS Secured conventional fixed rate notes $ 291,932 Secured tax exempt variable rate notes 214,380 -------------- Total secured debt (C) $ 506,312 ============== Computed ratio (C/B) 19% ============== Required ratio (cannot exceed) 40% ============== RATIO OF TOTAL UNENCUMBERED ASSETS TO UNSECURED DEBT Consolidated debt, per balance sheet (A) $ 1,186,322 Total secured debt (C) (506,312) -------------- Total unsecured debt (D) $ 680,010 ============== Total unencumbered assets, as defined (E) (Table A) $ 1,954,199 ============== Computed ratio (E/D) 2.87x ============== Required minimum ratio 1.50x ============== RATIO OF CONSOLIDATED INCOME AVAILABLE FOR DEBT SERVICE TO ANNUAL DEBT SERVICE CHARGE Consolidated Income Available for Debt Service, as defined (F) (Table B) $ 182,651 ============== Annual Debt Service Charge, as defined (G) (Table B) $ 72,197 ============== Computed ratio (F/G) 2.53x ============== Required minimum ratio 1.50x ==============

Copyright (C) 2004 Post Apartment Homes, LP All Rights Reserved 12 POST PROPERTIES, INC. CONSOLIDATED DEBT SUMMARY (CONT.) (Dollars in thousands, except per share or unit data) (Unaudited) TABLE A CALCULATION OF TOTAL ASSETS AND TOTAL UNENCUMBERED ASSETS FOR PUBLIC DEBT COVENANT COMPUTATIONS

AS OF DECEMBER 31, 2003 ----------------- Total real estate assets $ 2,164,391 Add: Accumulated depreciation 432,157 Accumulated depreciation - assets held for sale 74,614 Other tangible assets (cash, restricted cash, other assets, exclusive of receivables) 38,542 -------------- Total assets for public debt covenant computations 2,709,704 Less: Encumbered real estate assets 755,505 Total unencumbered assets for public debt covenant computations -------------- $ 1,954,199 ==============

TABLE B CALCULATION OF CONSOLIDATED INCOME AVAILABLE FOR DEBT SERVICE AND ANNUAL DEBT SERVICE CHARGE FOR PUBLIC DEBT COVENANT COMPUTATIONS (1)

TWELVE MONTHS ENDED CONSOLIDATED INCOME AVAILABLE FOR DEBT SERVICE DECEMBER 31, 2003 ---------------------------------------------- ----------------- Net income $ 14,156 Add: Minority interests 5,941 -------------- Income before minority interest 20,097 Add: Depreciation 83,700 Depreciation (company share) of assets held in unconsolidated entities 1,568 Depreciation of discontinued operations 6,276 Amortization of deferred financing costs 3,801 Severance charges 21,506 Proxy and related costs 5,231 Asset impairment charge 14,118 Interest expense 64,905 Interest expense (company share) of assets held in unconsolidated entities 1,337 Interest expense of discontinued operations 5,955 Less: Gains on property sales (before minority interest) (37,448) Gains on property sales - unconsolidated entities (8,395) -------------- Consolidated income available for debt service $ 182,651 ============== ANNUAL DEBT SERVICE CHARGE Consolidated interest expense $ 64,905 Interest expense (company share) of assets held in unconsolidated entities 1,337 Interest expense of discontinued operations 5,955 -------------- $ 72,197 ==============

(1) The actual calculation of these ratios requires the use of annual trailing financial data. These computations reflect 2003 results for comparison and presentation purposes. The computations using annual trailing financial data also reflect compliance with the debt covenants. Copyright (C) 2004 Post Apartment Homes, LP All Rights Reserved 13 POST PROPERTIES, INC. SUMMARY OF CONSTRUCTION AND INITIAL LEASE-UP COMMUNITIES

ESTIMATED AMOUNT ESTIMATED CONSTRUCTION SPENT QUARTER OF QUARTER OF QUARTER OF NUMBER OF COST AS OF CONSTRUCTION FIRST UNITS STABILIZED METROPOLITAN AREA UNITS ($ IN MILLIONS) 12/31/2003 START AVAILABLE OCCUPANCY (1) ----------------- --------- -------------- ---------- ------------ ----------- ------------- WHOLLY OWNED CONSTRUCTION/LEASE-UP COMMUNITIES NEW YORK CITY, NY POST TOSCANA (TM) 199 $ 92 $ .92 1Q '02 1Q '03 1Q '04 SUBTOTAL WHOLLY-OWNED --- ------- ------- CONSTRUCTION/LEASE-UP COMMUNITIES 199 $ 92 $ 92 --- ------- ------- CO-INVESTMENT CONSTRUCTION/LEASE-UP COMMUNITIES WASHINGTON D.C. POST MASSACHUSETTS AVENUE(TM) (2) 269 $ 72 $ 72 2Q '01 4Q '02 1Q '04 --- ------- ------- SUBTOTAL CO-INVESTMENT CONSTRUCTION/LEASE-UP COMMUNITIES 269 $ 72 $ 72 --- ------- ------- CONSTRUCTION TOTALS 468 $ 164 $ 164 === ======= ======= LESS PARTNERS' PORTION $ (47) $ (47) ------- ------- POST PROPERTIES' FUNDING COMMITMENT $ 117 $ 117 ======= ======= WEIGHTED AVERAGE PROJECTED PROPERTY NET OPERATING INCOME AS A % OF TOTAL ESTIMATED CONSTRUCTION COST (3) 6.8% =======

% % LEASED OCCUPIED METROPOLITAN AREA 2/7/2004 2/7/2004 ----------------- -------- -------- WHOLLY OWNED CONSTRUCTION/LEASE-UP COMMUNITIES NEW YORK CITY, NY POST TOSCANA (TM) 92.5% 86.9% SUBTOTAL WHOLLY-OWNED CONSTRUCTION/LEASE-UP COMMUNITIES CO-INVESTMENT CONSTRUCTION/LEASE-UP COMMUNITIES WASHINGTON D.C. POST MASSACHUSETTS AVENUE(TM) (2) 90.7% 88.5% SUBTOTAL CO-INVESTMENT CONSTRUCTION/LEASE-UP COMMUNITIES CONSTRUCTION TOTALS LESS PARTNERS' PORTION POST PROPERTIES' FUNDING COMMITMENT WEIGHTED AVERAGE PROJECTED PROPERTY NET OPERATING INCOME AS A % OF TOTAL ESTIMATED CONSTRUCTION COST (3)

(1) The Company defines stabilized occupancy as the earlier to occur of (i) the attainment of 95% physical occupancy on the first day of any month or (ii) one year after completion of construction. (2) This community is being developed as a joint venture (Post equity ownership is 35%). (3) The calculation represents the aggregate projected unlevered property net operating income to be earned by each community in its first year of stabilized operations divided by aggregate estimated construction costs of the communities. The Company uses property net operating income as a management tool to measure the operating performance of its communities. Copyright (C) 2004 Post Apartment Homes, LP All Rights Reserved 14 POST PROPERTIES, INC. ASSET SALES SUMMARY

GROSS PROCEEDS GROSS PROPERTY NAME/PERIOD LOCATION YEAR BUILT PER UNIT PROCEEDS - --------------------------- ----------------- ---------- -------------- ------------- Q1 2002 Post Bay (R) Tampa, FL 1988 $ 58,013 Post Court (R)(FL) Clearwater, FL 1991 70,175 Post & Paddock (Industrial) Grand Prairie, TX 1986 (1) $ 41,900,000 Q2 2002 Post Village (R) (FL) Tampa, FL 1989-1991 $ 69,175 Post Commons (TM) Dallas, TX 1985 58,228 Post Residences(TM) (2) Dallas, TX 1986 91,327 Post Parkwood (R) (TX) Dallas, TX 1962-1970 73,958 Towne Crossing (Retail) Mesquite, TX 1985 (1) $ 100,725,000 Q3 2002 Post Ascension (R) Arlington, TX 1985-1995 $ 59,880 $ 10,000,000 Q4 2002 Post Fountains (TM) Orlando, FL 1988 $ 59,843 $ 30,400,000 ------------- 2002 YTD Total $ 183,025,000 ============= Weighted Average Cap Rata - Apartment Assets - 2002 8.30%(8) ============= Q1 2003 Post West Avenue (3) Austin, TX 2000 $ 126,360 $ 30,200,000 (4) Q2 2003 Post Park (R) Atlanta, GA 1998-1990 $ 78,156 Post Paseo Colorado Pasadena, CA 2002 250,639 $ 158,180,000 (5)(6) Q3 2003 None Q4 2003 Post Hackberry Creek (R) Dallas, TX 1988-1996 $ 64,916 Post Roosevelt Square(TM) (7) Phoenix AZ 2000 90,456 $ 64,497,000 ------------- 2003 YTD Total $ 252,877,000 ============= Weighted Average Cap Rate - Apartment Assets - 2003 6.10%(8) =============

(1) Commercial property acquired in the Columbus Realty Trust merger. (2) Includes approximately 14,000 square feet of retail space. (3) Includes approximately 7,400 square feet of retail space. (4) Excludes approximately $8.6 million in gross proceeds from the sale of land in Tampa, FL and Austin, TX. (5) Includes gross proceeds of $98.0 million from the sale of a property held in joint venture. The company's share of the sale proceeds, including repayment of the company's construction loan to the joint venture, was approximately $75.0 million. (6) Excludes approximately $2.6 million of gross proceeds from the sale of land in Dallas, TX. (7) Includes approximately 11,000 square feet of retail space. (8) Based on prior calendar year's net operating income after adjustments for management fee (3.0%) and capital reserves ($300/unit), except for Post Paseo Colorado, a recently completed development, which is based on projected stabilized net operating income. Copyright (C) 2004 Post Apartment Homes, LP All Rights Reserved 15 POST PROPERTIES, INC. CAPITALIZED COSTS SUMMARY (Dollars in thousands, except per share or unit data) (Unaudited) The Company has a policy of capitalizing those expenditures relating to the acquisition of new assets and the development and construction of new apartment communities. In addition, the Company capitalizes expenditures that enhance the value of existing assets and expenditures that substantially extend the life of existing assets. All other expenditures necessary to maintain a community in ordinary operating condition are expensed as incurred. Additionally, for new development communities, carpet, vinyl and blind replacements are expensed as incurred during the first five years (which corresponds to the estimated depreciable life of these assets) after construction completion. Thereafter, these replacements are capitalized. Further, the Company expenses as incurred all interior and exterior painting of communities. The Company capitalizes interest, real estate taxes, and certain internal personnel and associated costs related to apartment communities under development and construction. The internal personnel and associated costs are capitalized to the projects under development based upon the effort identifiable with such projects. The Company treats each unit in an apartment community separately for cost accumulation, capitalization and expense recognition purposes. Prior to the commencement of leasing activities, interest and other construction costs are capitalized and are reflected on the balance sheet as construction in progress. The Company ceases the capitalization of such costs as the residential units in a community become substantially complete and available for occupancy. This results in a proration of these costs between amounts that are capitalized and expensed as the residential units in a development community become available for occupancy. In addition, prior to the completion of units, the Company expenses as incurred substantially all operating expenses (including pre-opening marketing as well as property management and leasing personnel expenses) of such communities. A summary of community development improvements and other capitalized expenditures for the three and twelve months ended December 31, 2003 and 2002 is detailed below.

THREE MONTHS ENDED TWELVE MONTHS ENDED DECEMBER 31, DECEMBER 31, -------------------------- -------------------------- 2003 2002 2003 2002 ----------- ----------- ----------- ----------- NEW COMMUNITY DEVELOPMENT AND ACQUISITION ACTIVITY $ 2,091 $ 33,870 $ 24,914 $ 152,163 NON-RECURRING CAPITAL EXPENDITURES Revenue generating additions and improvements (1) 403 730 1,240 2,035 Other community additions and improvements (2) 1,921 1,367 5,152 3,441 RECURRING CAPITAL EXPENDITURES Carpet replacements and other community additions and improvements (3) 2,490 2,066 9,473 9,381 Corporate additions and improvements 278 177 799 1,100 ----------- ----------- ----------- ----------- $ 7,183 $ 38,210 $ 41,578 $ 168,120 =========== =========== =========== =========== OTHER DATA Capitalized interest $ 217 $ 1,930 $ 3,555 $ 13,223 =========== =========== =========== =========== Capitalized personnel and associated costs (4) $ - $ 1,201 $ 1,566 $ 5,196 =========== =========== =========== ===========

(1) Represents expenditures for major renovations of communities, water sub-metering equipment and other unit upgrade costs that enhance the rental value of such units. (2) Represents property improvement expenditures that generally occur less frequently than on an annual basis. (3) Represents property improvement expenditures of a type that are expected to be incurred on an annual basis. (4) Reflects personnel and associated costs capitalized to construction and development activities. Copyright (C) 2004 Post Apartment Homes, LP All Rights Reserved 16 POST PROPERTIES, INC. INVESTMENTS IN UNCONSOLIDATED REAL ESTATE ENTITIES (Dollars in thousands, except per share or unit data) (Unaudited) At December 31, 2003, the Company holds investments in three individual limited liability companies (the "Property LLCs") with an institutional investor. Each Property LLC owns a newly developed apartment community. At December 31, 2003, two of the apartment communities had achieved stabilized occupancy and one apartment community was in initial lease-up. The Company holds a 35% equity interest in the Property LLCs. The initial development costs of the apartment communities were funded through member equity contributions proportionate to the members' ownership interests and through construction financing provided by the Company. In June 2003, the underlying apartment community held by a fourth Property LLC was sold. The financial information below for the twelve months ended December 31, 2003 reflects the gain on property sale of $8,395 and the operating results of this Property LLC through the sale date. The Company's share of this gain is included in the Company's share of net income (loss) shown in the table below. The Company accounts for its investments in these Property LLCs using the equity method of accounting. The excess of the Company's investment over its equity in the underlying net assets of the Property LLCs was approximately $6,740 at December 31, 2003. This excess investment is being amortized as a reduction to earnings on a straight-line basis over the lives of the related assets. The Company provides real estate services (development, construction and property management) to the Property LLCs. The operating results of the Company include its proportionate share of net income (loss) from the investments in the Property LLCs. A summary of financial information for the Property LLCs in the aggregate is as follows:

DECEMBER 31, DECEMBER 31, Balance Sheet Data 2003 2002 - ----------------------------------------- ----------- ----------- Real estate assets, net $ 127,513 $ 198,854 Cash and other 2,516 2,330 ----------- ----------- Total assets $ 130,029 $ 201,184 =========== =========== Mortgage notes payable $ 33,763 $ - Construction notes payable to Company (1) 53,769 160,294 Other liabilities 1,742 3,975 ----------- ----------- Total liabilities 89,274 164,269 Members' equity 40,755 36,915 ----------- ----------- Total liabilities and members' equity $ 130,029 $ 201,184 =========== =========== Company's equity investment $ 21,017 $ 21,991 =========== =========== Company's share of notes payable $ 30,636 $ 56,103 =========== ===========

THREE MONTHS ENDED TWELVE MONTHS ENDED DECEMBER 31, DECEMBER 31, -------------------------------------------------------- INCOME STATEMENT DATA 2003 2002 2003 2002 - ------------------------------------- ----------- ----------- ----------- ----------- Revenue Rental $ 2,916 $ 1,286 $ 9,350 $ 3,174 Other 112 98 470 322 ----------- ----------- ----------- ----------- Total revenues 3,028 1,384 9,820 3,496 ----------- ----------- ----------- ----------- Expenses Property operating and maintenance 1,196 783 4,497 2,578 Depreciation 959 647 3,757 1,990 Interest 765 543 3,061 1,601 ----------- ----------- ----------- ----------- Total expenses 2,920 1,973 11,315 6,169 ----------- ----------- ----------- ----------- Income (loss) from continuing operations 108 (589) (1,495) (2,673) ----------- ----------- ----------- ----------- Discontinued operations Loss from discontinued operations (86) (319) (274) (1,871) Gain on property sale - - 26,179 - ----------- ----------- ----------- ----------- Income (loss) from discontinued operations (86) (319) 25,905 (1,871) ----------- ----------- ----------- ----------- Net income (loss) $ 22 $ (908) $ 24,410 $ (4,544) =========== =========== =========== =========== Company's share of net income (loss) $ 23 $ (306) $ 7,791 $ (1,590) =========== =========== =========== ===========

(1) All of the Company's construction financing to these unconsolidated real estate entities is included in the Company's outstanding debt and real estate assets. At December 31, 2003 and 2002, the venture partner's share of the construction loans was $34,950 and $104,191, respectively. Copyright (C) 2004 Post Apartment Homes, LP All Rights Reserved 17 The Company has committed construction financing to one of the Property LLCs totaling $56,696 ($53,769 funded at December 31, 2003). This loan earns interest at LIBOR plus 1.75% and is secured by the apartment community. The loan matures in November 2004 and is expected to be repaid from the proceeds of a permanent project financing. In the first quarter of 2003, one of the Property LLCs repaid its outstanding construction note payable to the Company of $24,071 through the proceeds from a third-party non-recourse permanent mortgage note totaling $17,000 and from member equity contributions. The mortgage note bears interest at 4.28%, requires monthly principal and interest payments based on a 30-year amortization schedule and matures in March 2008. In the fourth quarter of 2003, a second Property LLC repaid its outstanding construction note payable to the Company of $28,710 through the proceeds from a third-party non-recourse permanent mortgage note totaling $17,000 and from member equity contributions. The mortgage note bears interest at 4.04%, requires interest only payments and matures in December 2008. As part of the development and construction services agreements entered into between the Company and the Property LLCs, the Company guaranteed the maximum total amount for certain construction cost categories subject to aggregate limits. The Company's remaining maximum exposure for the fourth Property LLC totals approximately $5,200. The Company does not currently expect to be required to fund any guarantees relating to this Property LLC. Additionally, under these agreements, the Company was subject to project completion requirements, as defined. As of December 31, 2003, the Company had met its remaining completion date requirement and will not be subject to any additional costs. Copyright(C)2004 Post Apartment Homes, LP All Rights Reserved 18 POST PROPERTIES, INC. NET ASSET VALUE SUPPLEMENTAL INFORMATION (Dollars in thousands, except per share or unit data) (Unaudited) This supplemental financial and other data provides adjustments to certain GAAP financial measures and Net Operating Income, which is a supplemental non-GAAP financial measure, that the Company makes internally to calculate Net Asset Value ("NAV"). In addition, the company believes that investors and analysts use similar measures in estimating the company's NAV. These measures, as adjusted, are supplemental non-GAAP financial measures. With the exception of Net Operating Income, the most comparable GAAP measure for each of the non-GAAP measures presented below in the "As Adjusted" column is the corresponding number presented in the first column listed below. In the information below, the company presents Net Operating Income for the quarter ended December 31, 2003 for properties stabilized by the beginning of the quarter ended December 31, 2003 so that a capitalization rate may be applied and an approximate value for the assets determined. Properties not stabilized by the beginning of the quarter ended December 31, 2003 are presented at full undepreciated cost. Other tangible assets are also presented, as well as total liabilities and the liquidation value of preferred shares and units. The Company believes it is important to provide these measures to allow investors to easily come to their own calculations of NAV. The Company also believes that internal and external NAV estimates are a useful benchmark of the value of the company's assets over time and provide a useful measure for analyzing the company's trading price on the New York Stock Exchange. FINANCIAL DATA (In thousands)

THREE MONTHS ENDED AS INCOME STATEMENT DATA DECEMBER, 2003 ADJUSTMENTS ADJUSTED - ------------------------------------------------------- ------------------ ------------- ------------ Rental revenues $ 70,540 $ 5,884 (1) $ 76,424 Other property revenues 2,198 246 (1) 2,444 ------------- ------------ ------------ Total rental and other revenues (A) 72,738 6,130 78,868 Property operating & maintenance expenses (excluding depreciation and amortization) (B) 30,393 (1,921) (1) 28,472 ------------- ------------ ------------ Property net operating income (Table 1) (A-B) $ 42,345 $ 8,051 $ 50,396 ============= ============ ============ Apartment units represented 28,081 (726) (2) 27,355

AS OF AS OTHER ASSET DATA DECEMBER 31, 2003 ADJUSTMENTS ADJUSTED - ------------------------------------------------------- ------------------ ------------- ------------ Cash & equivalents $ 1,334 $ - $ 1,334 Construction in progress 12,946 91,906 (3) 104,852 Land held for development or sale 11,994 10,166 (4) 22,160 Investments in and advances to unconsolidated real estate entities (including construction loans receivable) 74,786 (21,017) (5) 53,769 Other assets (6) 37,441 - 37,441 Total assets of unconsolidated real estate entities (7) $ 130,029 $ (105,234) (7) $ 24,795 LIABILITY DATA Tax-exempt debt 214,380 - 214,380 Other notes payable 971,942 - 971,942 Other liabilities (8) 100,194 - 100,194 Total liabilities of unconsolidated real estate entities (9) 89,274 (58,028) (9) 31,246 OTHER DATA Liquidation value of preferred shares $ 145,000 $ - $ 145,000 Liquidation value of preferred units $ 70,000 $ - $ 70,000 Common shares outstanding 38,686 - 38,686 Common units outstanding 3,668 - 3,668

(1) The adjustments reflect a reduction in rental revenues ($1,109) and other property revenues ($9) and property operating and maintenance expenses (excluding depreciation and amortization) ($545) from a property that had not reached a stabilized occupancy of 95% by December 31, 2003 (Post Toscana). The adjustments also include additions for the rental revenues ($8,099) and other property revenues ($350) and property operating and maintenance expenses (excluding depreciation and amortization) ($3,229) of held for sale properties included in discontinued operations and for the company's 35% share of rental revenues ($521) and other property revenues ($29) and property operating and maintenance expenses (excluding depreciation and amortization) ($221) from Post Biltmore and Post Peachtree, properties accounted for on the equity method of accounting. In addition, the adjustments reflect a reduction of rental revenues ($1,629) and other revenues ($124) and property operating and maintenance expenses (excluding depreciation and amortization) ($1,733) relating to the company's corporate apartment business. Lastly, the adjustment to operating and maintenance expenses (excluding depreciation and amortization) also includes a reduction for corporate property management expenses ($3,093). Copyright(C)2004 Post Apartment Homes, LP All Rights Reserved 19 (2) The adjustment reflects a reduction of total apartment units for properties that had not reached a stabilized occupancy of 95% by December 31, 2003 (Post Toscana(TM) and Post Massachusetts Avenue(TM) - 468 unit total reduction) and a reduction of 65% of the 276 units at Post Biltmore(TM) (179 unit reduction) and the 121 units at Post Peachtree(TM) (a 79 unit reduction) to adjust the Post Biltmore(TM) and Post Peachtree(TM) units to the company's 35% share of the units. (3) The adjustment reflects the amount required for the "As Adjusted" amount to equal the aggregate cost investment in projects that had not reached a stabilized occupancy of 95% as of December 31, 2003 (Post Toscana(TM)). (4) The adjustment reflects land parcels included on the balance sheet as a component of assets held for sale. (5) The "As of December 31, 2003" amount represents the Company's investment in and advances to unconsolidated entities. The adjustment reflects the company's equity investments in unconsolidated entities. The "As Adjusted" amount represents the construction loans receivable from the unconsolidated entities. (6) These amounts consist of restricted cash and other assets, per the Company's balance sheet. (7) The "As of December 31, 2003" amount represents total assets of unconsolidated entities. The adjustment includes the additions to add back the accumulated depreciation of such assets ($5,939) and a reduction for the venture partner's 65% share of assets before accumulated depreciation of Post Massachusetts Avenue(TM) ($44,885). The adjustment also includes a reduction for all of the undepreciated real estate assets ($65,125) and a reduction for the venture partners' 65% share of cash and other assets ($1,163) of the company's Post Biltmore(TM) and Post Peachtree(TM) projects as those projects reached stabilized occupancy prior to December 31, 2003. The "As Adjusted" amount represents the company's 35% share of undepreciated real estate assets of Post Massachusetts Avenue(TM) plus the company's 35% share of the cash and other assets of all of the unconsolidated entities. (8) These amounts consist of the sum of accrued interest payable, dividends and distributions payable, accounts payable and accrued expenses and security deposits and prepaid rents as reflected on the company's balance sheet. (9) The "As of December 31, 2003" amount represents total liabilities of unconsolidated entities. The adjustment represents a reduction for the venture partner's 65% share of liabilities of unconsolidated entities. The "As Adjusted" amount represents the Company's 35% share of liabilities of unconsolidated entities. Copyright(C)2004 Post Apartment Homes, LP All Rights Reserved 20 POST PROPERTIES, INC. NON-GAAP FINANCIAL MEASURES AND OTHER DEFINED TERMS (Dollars in thousands, except per share or unit data) (Unaudited) DEFINITIONS OF SUPPLEMENTAL NON-GAAP FINANCIAL MEASURES AND OTHER DEFINED TERMS The company uses certain non-GAAP financial measures and other defined terms in this accompanying Supplemental Financial Data. These non-GAAP financial measures include FFO, FAD, net operating income, same store capital expenditures, net income, FFO and FAD excluding certain accounting charges, certain debt statistics and ratios and economic gains on property sales. The definitions of these non-GAAP financial measures are summarized below. The company believes that these measures are helpful to investors in measuring financial performance and/or liquidity and comparing such performance and/or liquidity to other REITS. FUNDS FROM OPERATIONS - The company uses FFO as an operating measure. The company uses the NAREIT definition of FFO. FFO is defined by NAREIT to mean net income (loss) available to common shareholders determined in accordance with GAAP, excluding gains (losses) from extraordinary items and sales of property, plus depreciation and amortization of real estate assets, and after adjustment for unconsolidated partnerships and joint ventures all determined on a consistent basis in accordance with GAAP. In October 2003, NAREIT issued additional guidance modifying the definition of FFO. The first modification revised the treatment of asset impairment losses and impairment losses incurred to write-down assets to their fair value at the date assets are classified as held for sale, to include such losses in FFO. Previously, such losses were excluded from FFO consistent with the treatment of gains and losses on property sales. The second modification clarified the treatment of original issue costs and premiums paid on preferred stock redemptions to deduct such costs and premiums in determining FFO available to common shareholders. This modification was consistent with the recently clarified treatment of these costs under GAAP. The company adopted the modifications to the definition of FFO effective with its reported results for the third quarter of 2003. Prior period and prior year presentations of FFO have been restated to conform with the revised definition of FFO. FFO presented in the company's press release and Supplemental Financial Data is not necessarily comparable to FFO presented by other real estate companies because not all real estate companies use the same definition. The company's FFO is comparable to the FFO of real estate companies that use the current NAREIT definition. Accounting for real estate assets using historical cost accounting under GAAP assumes that the value of real estate assets diminishes predictably over time. NAREIT stated in its April 2002 White Paper on Funds from Operations that "since real estate asset values have historically risen or fallen with market conditions, many industry investors have considered presentations of operating results for real estate companies that use historical cost accounting to be insufficient by themselves." As a result, the concept of FFO was created by NAREIT for the REIT industry to provide an alternate measure. Since the company agrees with the concept of FFO and appreciates the reasons surrounding its creation, the company believes that FFO is an important supplemental measure of operating performance. In addition, since most equity REITs provide FFO information to the investment community, the company believes that FFO is a useful supplemental measure for comparing the company's results to those of other equity REITs. The company believes that the line on its consolidated statement of operations entitled "net income available to common shareholders" is the most directly comparable GAAP measure to FFO. The company also computes a dividend payout ratio using dividends declared during the quarter divided by FFO per diluted share in order to provide investors with one alternate earnings measure to compare the relationship of FFO to the company's quarterly dividends and distributions. FUNDS AVAILABLE FOR DISTRIBUTION - The company also uses funds available for distribution ("FAD") as an operating measure. FAD is defined as FFO less operating capital expenditures. The company believes that FAD is an important supplemental measure of operating performance for an equity REIT because it provides investors with an indication of the REIT's ability to fund operating capital expenditures through earnings. In addition, since most equity REITs provide FAD information to the investment community, the company believes that FAD is a useful supplemental measure for comparing the company to other equity REITs. The company believes that the line on its consolidated statement of operations entitled "net income available to common shareholders" is the most directly comparable GAAP measure to FAD. The company also computes a dividend payout ratio using dividends declared during the quarter divided by FAD per diluted share in order to provide investors with one alternate earnings measure to compare the relationship of FAD to the company's quarterly dividends and distributions. PROPERTY NET OPERATING INCOME - The company uses property NOI, including same store NOI and same store NOI by market, as an operating measure. NOI is defined as rental and other revenues from real estate operations less total property and maintenance expenses from real estate operations (exclusive of depreciation and amortization). The company believes that NOI is an important supplemental measure of operating performance for a REIT's operating real estate because it provides a measure of the core operations, rather than factoring in depreciation and amortization, financing costs and general and administrative expenses generally incurred at the corporate level. This measure is particularly useful, in the opinion of the company, in evaluating the performance of geographic operations, same store groupings and individual properties. Additionally, the company believes that NOI, as defined, is a widely accepted measure of comparative operating performance in the real estate investment community. The company believes that the line on its consolidated statement of operations entitled "income from continuing operations" is the most directly comparable GAAP measure to NOI. SAME STORE CAPITAL EXPENDITURES - The company uses same store recurring and non-recurring capital expenditures as cash flow measures. Same store recurring and non-recurring capital expenditures are supplemental non-GAAP financial measures. The company believes that same store recurring and non-recurring capital expenditures are important indicators of the costs incurred by the company in maintaining its same store communities on an ongoing basis. The corresponding GAAP measures include information with respect to the company's other operating segments consisting of communities stabilized in the prior year, lease-up communities, and sold communities in addition to same store information. Therefore, the company believes that the company's presentation of same store Copyright(C)2004 Post Apartment Homes, LP All Rights Reserved 21 recurring and non-recurring capital expenditures is necessary to demonstrate same store replacement costs over time. The company believes that the most directly comparable GAAP measure to same store recurring and non-recurring capital expenditures are the lines on the company's consolidated statements of cash flows entitled "recurring capital expenditures" and "non-recurring capital expenditures." NET INCOME, FFO AND FAD EXCLUDING CERTAIN CHARGES - The company uses net income, FFO and FAD excluding certain severance, proxy and impairment charges as operating measures. The company reports net income, FFO and FAD excluding certain charges as alternative financial measures of core operating performance. The company believes net income, FFO and FAD before charges are informative measures for comparing operating performance between periods and for comparing operating performance to other companies that have not incurred such charges. The company further believes that charges of the nature incurred in 2003 and 2002 are not necessarily repetitive in nature and that it is therefore meaningful to compare operating performance using alternative, non-GAAP measures. In addition, the company believes the investment and analyst communities desire to understand the meaningful components of the company's performance and that these non-GAAP measures assist in providing such supplemental measures. The company believes that the most directly comparable GAAP financial measures to each of net income, FFO and FAD, excluding certain charges, is the line on the company's consolidated statements of operations entitled "net income (loss) available to common shareholders." The company computes dividend payout ratios using dividends declared during the quarter divided by FFO and FAD per diluted share, excluding certain charges in order to provide investors with alternate earnings measures to compare the relationship of FFO and FAD, excluding certain charges, to the company's quarterly dividends and distributions. DEBT STATISTICS AND DEBT RATIOS - The company uses a number of debt statistics and ratios as supplemental measures of liquidity. The numerator and/or the denominator of certain of these statistics and/or ratios include non-GAAP financial measures that have been reconciled to the most directly comparable GAAP financial measure. These debt statistics and ratios include: (1) an interest coverage ratio; (2) a fixed charge coverage ratio; (3) total debt as a percentage of undepreciated real estate (unadjusted and adjusted for joint venture partners' share of debt); (4) total debt plus preferred shares and units as a percentage of undepreciated real estate (total debt unadjusted and adjusted for joint venture partners' share of debt); (5) a ratio of consolidated debt to total assets; (6) a ratio of secured debt to total assets; (7) a ratio of total unencumbered assets to unsecured debt; and (8) a ratio of consolidated income available to debt service to annual debt service charge. A number of these debt statistics and ratios are derived from covenants found in the company's debt agreements, including, among others, the company's senior unsecured notes. In addition, the company presents these measures because the degree of leverage could affect the company's ability to obtain additional financing for working capital, capital expenditures, acquisitions, development or other general corporate purposes. The company uses these measures internally as an indicator of liquidity and the company believes that these measures are also utilized by the investment and analyst communities to better understand the company's liquidity. ECONOMIC GAINS ON PROPERTY SALES - The company uses economic gains on property sales as a supplemental measure of operating performance. Economic gains on property sales are defined as gains on property sales in accordance with GAAP, before accumulated depreciation and any prior period write-downs for asset impairment charges on such assets. The company believes economic gains on property sales is an important supplemental measure to gains on property sales in accordance with GAAP because it assists investors and analysts in understanding the relationship between the cash proceeds from the sale of an asset and the cash invested in that asset. The company believes the line on its consolidated statement of operations entitled "gains on property sales - discontinued operations" is the most directly comparable GAAP measure to economic gains on property sales. AVERAGE ECONOMIC OCCUPANCY - The company uses average economic occupancy as a statistical measure of operating performance. The company defines average economic occupancy as gross potential rent less vacancy losses, model expenses and bad debt expenses divided by gross potential rent for the period, expressed as a percentage. Copyright(C)2004 Post Apartment Homes, LP All Rights Reserved 22 RECONCILIATIONS OF SUPPLEMENTAL NON-GAAP FINANCIAL MEASURES TABLE 1 RECONCILIATION OF SAME STORE NET OPERATING INCOME (NOI) TO INCOME (LOSS) FROM CONTINUING OPERATIONS (Dollars in thousands)

THREE MONTHS ENDED TWELVE MONTHS ENDED -------------------------------------------- ------------------------------- DECEMBER 31 DECEMBER 31, SEPTEMBER 30, DECEMBER 31, DECEMBER 31, 2003 2002 2003 2003 2002 ------------ ------------- -------------- -------------- --------------- Total same store NOI $ 35,439 $ 37,167 $ 35,247 $ 141,419 $ 150,543 Property NOI from other operating segments 6,906 6,322 6,763 26,330 20,093 ----------- ----------- ----------- ----------- ----------- Consolidated property NOI 42,345 43,489 42,010 167,749 170,636 Add: Interest income 187 286 223 894 1,288 Minority interest in consolidated property partnerships 665 576 677 2,024 2,055 Gains on property sales - continuing operations - - - - 13,275 Less: Depreciation (21,603) (21,124) (21,553) (83,700) (76,760) Interest (15,914) (14,650) (17,122) (64,905) (52,035) Amortization of deferred loan costs (962) (616) (1,084) (3,801) (2,327) General and administrative (4,400) (3,450) (3,735) (15,102) (14,431) Development costs and other expenses (1,298) (694) (277) (2,138) (830) Severance charges - - - (21,506) - Proxy and related costs - - - (5,231) - Equity in income (losses) of unconsolidated entities 23 (306) 60 7,791 (1,590) Minority interest of preferred unitholders (1,400) (1,400) (1,400) (5,600) (5,600) Minority interest of common unitholders 393 101 457 3,552 (2,681) ----------- ----------- ----------- ----------- ----------- Income (loss) from continuing operations $ (1,964) $ 2,212 $ (1,744) $ (19,973) $ 31,000 =========== =========== =========== =========== ===========

Copyright(C)2004 Post Apartment Homes, LP All Rights Reserved 23 TABLE 2 SAME STORE NET OPERATING INCOME (NOI) SUMMARY BY MARKET (Dollars in thousands)

THREE MONTHS ENDED --------------------------------------------------- 4Q'03 VS 4Q'03 VS DECEMBER 31, DECEMBER 31, SEPTEMBER 30, 4Q'02 3Q'03 2003 2002 2003 % CHANGE % CHANGE --------------- --------------- ---------------- ----------- ------------ Rental and other revenues Atlanta $ 32,092 $ 33,094 $ 32,740 (3.0)% (2.0)% Dallas 12,009 12,078 12,200 (0.6)% (1.6)% Tampa 4,414 4,368 4,400 1.1% 0.3% Other 6,536 6,501 6,634 0.5% (1.5)% ----------- ----------- ----------- Total rental and other revenues 55,051 56,041 55,974 (1.8)% (1.6)% ----------- ----------- ----------- Property operating and maintenance expenses (exclusive of depreciation and amortization) Atlanta 11,109 10,986 11,727 1.1% (5.3)% Dallas 4,748 4,214 4,941 12.7% (3.9)% Tampa 1,626 1,591 1,753 2.2% (7.2)% Other 2,129 2,083 2,306 2.2% (7.7)% ----------- ----------- ----------- Total 19,612 18,874 20,727 3.9% (5.4)% ----------- ----------- ----------- Net operating income Atlanta 20,983 22,108 21,013 (5.1)% (0.1)% Dallas 7,261 7,864 7,259 (7.7)% 0.0% Tampa 2,788 2,777 2,647 0.4% 5.3% Other 4,407 4,418 4,328 (0.2)% 1.8% ----------- ----------- ----------- Total same store NOI $ 35,439 $ 37,167 $ 35,247 (4.6)% 0.5% =========== =========== ===========

TWELVE MONTHS ENDED DECEMBER 31, ---------------------------- 2003 2002 % CHANGE ---------------------------- ------------- Rental and other revenues Atlanta $ 129,601 $ 135,492 (4.3)% Dallas 48,371 49,677 (2.6)% Tampa 17,464 18,197 (4.0)% Other 26,156 26,111 0.2% ----------- ----------- Total rental and other revenues 221,592 229,477 (3.4)% ----------- ----------- Property operating and maintenance expenses (exclusive of depreciation and amortization) Atlanta 44,891 43,867 2.3% Dallas 19,479 19,232 1.3% Tampa 6,772 6,823 (0.7)% Other 9,031 9,012 0.2% ----------- ----------- Total 80,173 78,934 1.6% ----------- ----------- Net operating income Atlanta 84,710 91,625 (7.5)% Dallas 28,892 30,445 (5.1)% Tampa 10,692 11,374 (6.0)% Other 17,125 17,099 0.2% ----------- ----------- Total same store NOI $ 141,419 $ 150,543 (6.1)% =========== ===========

Copyright(C)2004 Post Apartment Homes, LP All Rights Reserved 24 TABLE 3 RECONCILIATION OF SEGMENT CASH FLOW DATA TO STATEMENTS OF CASH FLOWS (Dollars in thousands)

THREE MONTHS ENDED TWELVE MONTHS ENDED DECEMBER 31, DECEMBER 31, --------------------------- --------------------------- 2003 2002 2003 2002 ------------- ------------ ------------ ------------- Recurring capital expenditures by operating segment Same store $ 1,951 $ 1,530 $ 7,108 $ 6,149 Partially stabilized 8 22 50 54 Construction and lease-up 32 12 74 67 Other segments 499 502 2,241 3,111 ----------- ----------- ----------- ----------- Total recurring capital expenditures per statements of cash flows $ 2,490 $ 2,066 $ 9,473 $ 9,381 =========== =========== =========== =========== Non-recurring capital expenditures by operating segment Same store $ 1,490 $ 258 $ 3,704 $ 1,487 Partially stabilized 26 33 68 48 Construction and lease-up 287 3 335 14 Other segments 118 1,073 1,045 1,892 ----------- ----------- ----------- ----------- Total non-recurring capital expenditures per statements of cash flows $ 1,921 $ 1,367 $ 5,152 $ 3,441 =========== =========== =========== ===========

TABLE 4 COMPUTATION OF INTEREST AND FIXED CHARGE COVERAGE RATIOS (Dollars in thousands)

TWELVE MONTHS ENDED DECEMBER 31, ------------------------------------- 2003 2002 ----------------- ----------------- Income (loss) from continuing operations $ (19,973) $ 31,000 Minority interest of common unitholders (3,552) 2,681 Minority interest of preferred unitholders 5,600 5,600 Gains on property sales - (13,275) Gains on property sales - unconsolidated entities (8,395) - Depreciation expense 83,700 76,760 Depreciation (company share) of assets held in unconsolidated entities 1,568 1,104 Interest expense 64,905 52,035 Interest expense (company share) of assets held in unconsolidated entities 1,337 972 Amortization of deferred financing costs 3,801 2,327 Severance charges 21,506 - Proxy and related costs 5,231 - ----------- ----------- Income available for debt service (A) $ 155,728 $ 159,204 =========== =========== Interest expense $ 64,905 $ 52,035 Interest expense (company share) of assets held in unconsolidated entities 1,337 972 ----------- ----------- Interest expense for purposes of computation (B) 66,242 53,007 Dividends and distributions to preferred shareholders and unitholders 17,049 17,049 ----------- ----------- Fixed charges for purposes of computation (C) $ 83,291 $ 70,056 =========== =========== Interest coverage ratio (A/B) (1) 2.4x 3.0x =========== =========== Fixed charge coverage ratio (A/C) (1) 1.9x 2.3x =========== ===========

(1) The interest coverage and fixed charge coverage ratios, including discontinued operations, for the twelve months ended December 31, 2003 would be 2.5x and 2.0x, respectively. Copyright(C)2004 Post Apartment Homes, LP All Rights Reserved 25 TABLE 5 COMPUTATION OF DEBT RATIOS (Dollars in thousands)

AS OF AS OF DECEMBER 31, 2003 DECEMBER 31, 2002 --------------------- -------------------- Total real estate assets per balance sheet $ 2,164,391 $ 2,443,535 Plus: Accumulated depreciation per balance sheet 432,157 426,136 Accumulated depreciation on assets held for sale 74,614 17,829 ------------ ------------ Total undepreciated real estate assets (A) 2,671,162 2,887,500 Less: Advances to unconsolidated joint ventures equal to joint venture partner's share of joint venture construction debt (34,950) (104,191) ------------ ------------ Total undepreciated real estate assets (adjusted for joint venture partner's share of debt) (B) $ 2,636,212 $ 2,783,309 ============ ============ Total debt per balance sheet (C) $ 1,186,322 $ 1,414,555 Less: Joint venture partners' share of joint venture construction debt (34,950) (104,191) ------------ ------------ Total debt (adjusted for joint venture partners' share) (D) $ 1,151,372 $ 1,310,364 ============ ============ Total debt as a % of undepreciated real estate assets (C/A) 44.4% 49.0% ============ ============ Total debt as a % of undepreciated real estate assets (adjusted for joint venture partner's share of debt) (D+B) 43.7% 47.1% ============ ============ Total debt per balance sheet $ 1,186,322 $ 1,414,555 Plus: Preferred shares at liquidation value 145,000 145,000 Preferred units at liquidation value 70,000 70,000 ------------ ------------ Total debt and preferred shares and units (E) 1,401,322 1,629,555 Less: Joint venture partners' share of joint venture construction debt (34,950) (104,191) ------------ ------------ Total debt and preferred shares and units (adjusted for joint venture partners' share of debt) (F) $ 1,366,372 $ 1,525,364 ============ ============ Total debt and preferred shares and units as a % of undepreciated assets (E+A) 52.5% 56.4% ============ ============ Total debt and preferred shares and units as a % of undepreciated assets(adjusted for joint venture partners' share of debt) (F+B) 51.8% 54.8% ============ ============

Copyright(C)2004 Post Apartment Homes, LP All Rights Reserved 26 -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

                                                                    EXHIBIT 99.1

Contact:    Janie Maddox

            Post Properties, Inc.

            (404) 846-5056

                POST PROPERTIES ANNOUNCES FOURTH QUARTER EARNINGS
       Investor/Analyst Conference Call Scheduled for February 10, 2004 at
                                 10:00 a.m. EST

ATLANTA, February 9, 2004 - Post Properties, Inc. (NYSE: PPS) announced today
net income available to common shareholders of $5.8 million for the fourth
quarter of 2003, compared to $9.6 million for the fourth quarter of 2002. On a
diluted per share basis, net income available to common shareholders was $0.15
for the fourth quarter of 2003, compared to $0.26 for the fourth quarter of
2002.

For the year ended December 31, 2003, net income available to common
shareholders was $2.7 million, compared to $49.3 million for the year ended
December 31, 2002. On a diluted per share basis, net income available to common
shareholders was $0.07 for the full year of 2003, compared to $1.33 in 2002.
Excluding severance and proxy charges, net income available to common
shareholders totaled $26.6 million, or $0.71 per diluted share, for the year
ended December 31, 2003. A reconciliation of net income available to common
shareholders to net income available to common shareholders, excluding severance
and proxy charges is included in the financial data (Table 1) accompanying this
press release.

The company uses the National Association of Real Estate Investment Trusts
(NAREIT) definition of Funds from Operations (FFO) as an operating measure of
the company's financial performance.

FFO for the fourth quarter of 2003 totaled $19.8 million, or $0.47 per diluted
share, compared to $23.7 million, or $0.56 per diluted share, for the fourth
quarter of 2002. Excluding asset impairment charges, FFO for the fourth quarter
of 2002 was $25.6 million, or $0.61 per diluted share. FFO for the fourth
quarter of 2003 was consistent with management's previously issued estimates.

For the year ended December 31, 2003, FFO totaled $40.0 million, or $0.95 per
diluted share, compared to $98.9 million, or $2.35 per diluted share, for the
year ended December 31, 2002. Excluding severance, proxy and asset impairment
charges, FFO for the year ended December 31, 2003, totaled $84.2 million, or
$2.00 per diluted share, compared to $110.2 million, or $2.62 per diluted share,
for the year ended December 31, 2002. In October 2003, NAREIT clarified the
definition of FFO to include impairment losses. As such, prior period and prior
year presentations of FFO above have been restated to conform with the revised
NAREIT definition of FFO. Additionally, for the year ended December 31, 2002,
FFO has been restated from the prior year presentation to reflect a reduction of
$0.1 million for early debt extinguishment costs reclassified from extraordinary
items to operating expenses under SFAS No. 145. A reconciliation of FFO to GAAP
net income is included in the financial data (Table 2) accompanying this press
release.

Total revenues from continuing operations were $72.9 million for the fourth
quarter of 2003, compared to $72.2 million for the fourth quarter of 2002. For
the year ended December 31, 2003, total revenues from continuing operations were
$290.4 million, compared to $287.3 million in 2002.

Said David P. Stockert, Post's CEO and President, "Operating results for the
fourth quarter met our expectations, with ongoing signs of stabilizing market
conditions. We are positioning our business to



take advantage of the recovery as we continue to shape the portfolio, strengthen
the balance sheet and build the management team and the independent board."

MATURE COMMUNITY DATA

For the fourth quarter of 2003, average economic occupancy at the company's 53
mature (same store) communities, containing 19,646 apartment units, was 93.2%,
compared to 90.9% for the fourth quarter of 2002. For the year ended December
31, 2003, average economic occupancy for these mature communities was 91.9%,
compared to 91.0% in 2002.

Total revenues for the mature communities decreased 1.8% during the fourth
quarter of 2003, compared to the fourth quarter of 2002, and operating expenses
increased 3.9%, resulting in a 4.6% decline in same store net operating income
(NOI), or $1.7 million ($0.04 per diluted share). For the year ended December
31, 2003, total revenues for the mature communities decreased 3.4% compared to
2002, while operating expenses increased 1.6%, resulting in a 6.1% decline in
same store NOI, or $9.1 million ($0.22 per diluted share).

On a sequential basis, same store NOI increased by 0.5%, or $0.2 million ($0.005
per diluted share) during the fourth quarter of 2003, compared to the third
quarter of 2003. Total revenues for the mature communities decreased 1.6% and
operating expenses decreased 5.4%, between periods. For the fourth quarter of
2003, average economic occupancy was 93.2% compared to 93.1% for the third
quarter of 2003.

Same store NOI is a supplemental non-GAAP financial measure. A reconciliation of
same store NOI to the comparable GAAP financial measure is included in the
financial data (Table 3) accompanying this press release. Same store NOI by
market data is also included in the financial data (Table 4) accompanying this
press release.

ASSET SALES AND CAPITAL REINVESTMENT STRATEGY; REDEMPTION OF 7 5/8% SERIES C
PREFERRED STOCK

During the fourth quarter of 2003, the company sold two apartment communities,
realizing net proceeds of approximately $63 million. For the year ended December
31, 2003, the company sold five apartment communities (one held in a joint
venture) and various land parcels and realized net proceeds of approximately
$238 million (including the repayment of a joint venture loan of approximately
$59 million made in connection with the development of one of the five
properties). For the year ended December 31, 2003, the company realized GAAP
accounting gains on the sale of these five properties and land parcels of
approximately $35 million, and economic gains on property sales (before
accumulated depreciation and write-downs for asset impairment charges) of
approximately $4 million. A reconciliation of GAAP accounting gains on property
sales to economic gains on property sales is included in the financial data
(Table 6) accompanying this press release.

In connection with its previously announced asset sales program, the company
expects to sell nine additional apartment communities for expected sales prices
totaling approximately $276 to $280 million. This asset sales program, which the
company currently expects to complete in the first and second quarters of 2004,
is consistent with an overall strategy to take advantage of high demand for
apartment assets, reduce the average age of the portfolio and lessen the
company's market concentration in Atlanta, GA and Dallas, TX. During 2003, the
company also exited certain single asset markets, including the Austin, TX,
Pasadena, CA and Phoenix, AZ markets, as it focuses on fewer markets where the
company can achieve operating efficiencies and leverage the Post(R) brand.



The apartment communities currently held for sale include six properties in
Atlanta, GA, two properties in Dallas, TX and one property in Orlando, FL. In
connection with the sale of six of these properties (five in Atlanta, GA and one
in Orlando, FL), the company expects that the purchaser will acquire those
properties subject to a combined total of approximately $119 million of
tax-exempt bond financing.

Total estimated gross proceeds from the company's asset sales program over the
past four years, including the nine properties currently held for sale, is
expected to exceed $1 billion.

The company intends to use the proceeds of its asset sales program for various
corporate purposes, which may include preferred equity redemptions, common
equity repurchases and debt reductions intended to maintain the strength of the
company's balance sheet, combined with reinvestment in developments and
acquisitions that enhance the diversification of the company's cash flow stream
and the quality of its portfolio. In this regard, the company recently announced
its intention to redeem its 7-5/8% Series C Cumulative Redeemable Preferred
Shares totaling $50 million, plus accrued and unpaid dividends, on March 5,
2004.

Said Mr. Stockert, "We continue to pursue an aggressive program of asset sales
designed to take advantage of high demand for apartment properties in an
environment of strong capital flows and low cap rates to realize the value of
our assets, while repositioning our portfolio over time to produce more
diversified and stable cash flow and improve its overall quality. We are also
committed to utilizing sales proceeds in ways that strengthen our balance sheet
and drive long-term value for our shareholders."

With respect to the nine asset sales planned in 2004, the company expects to
realize GAAP accounting gains of approximately $136 million to $140 million and
economic gains on property sales (before accumulated depreciation and
write-downs for asset impairment charges) of approximately $58 million to $62
million. A reconciliation of GAAP accounting gains on property sales to economic
gains on property sales is included in the financial data (Table 6) accompanying
this press release. The company also expects to realize taxable capital gains in
2004 from these sales totaling approximately $102 million to $106 million. The
company expects to be able to use its regular quarterly dividend of 45 cents per
share, as well as other tax planning strategies, to pay out or otherwise
mitigate the impact of these taxable capital gains. Although the company does
not currently have plans to do so, the company may also evaluate a special
dividend.

In addition, upon issuance of the Series C Preferred Shares in February 1998,
the company incurred approximately $1.7 million in issuance costs and recorded
such costs as a reduction of shareholders' equity. The redemption price of the
Series C Preferred Shares exceeds the related carrying value by the
approximately $1.7 million of issuance costs. Upon redemption in the first
quarter of 2004, in accordance with GAAP, the company will reflect the
approximately $1.7 million of issuance costs as a reduction of earnings in
arriving at both net income available to common shareholders and funds from
operations available to common shareholders.

FINANCING ACTIVITY; REFINANCING OF UNSECURED LINE OF CREDIT

Upon their maturity on October 1, 2003, the company repaid $100 million of its
7.25% unsecured notes, using borrowings under its unsecured line of credit.

During the fourth quarter of 2003, the company closed a 5-year mortgage loan on
its Post Biltmore(TM) property located in Atlanta, GA. The loan bears interest
at a rate of 4.04% per annum and matures on



December 10, 2008. Post Biltmore(TM) is owned in an unconsolidated joint venture
with the New York State Common Retirement Fund.

In January 2004, the company closed a $350 million, three-year unsecured
revolving line of credit facility that matures in January 2007. The new
revolving credit facility reflects a $30 million increase in Post's borrowing
capacity over its prior facility. The new facility currently bears an interest
rate of 90 basis points over the London Interbank Offered Rate (LIBOR) and was
provided by a syndicate of nine banks. This facility replaces Post's previous
revolving line of credit facility which was scheduled to mature in April 2004.
As of February 6, 2004, the company had approximately $70 million outstanding
under this new credit facility.

During 2003, the company used a portion of its net proceeds from asset sales to
reduce leverage and strengthen the balance sheet. Total debt as a percentage of
undepreciated real estate assets (adjusted for joint venture partners' share of
debt) declined from 47.1% at December 31, 2002 to 43.7% at December 31, 2003.
Total debt and preferred shares and units as a percentage of undepreciated
assets (adjusted for joint venture partners' share of debt) also declined from
54.8% at December 31, 2002 to 51.8% at December 31, 2003. A computation of debt
ratios and reconciliation of the ratios to the appropriate GAAP measures in the
company's financial statements is included in the financial data (Table 5)
accompanying this press release.

BOARD AND SENIOR MANAGEMENT CHANGES

The company announced recently that Douglas Crocker II, formerly Trustee,
President, Chief Executive Officer and Vice Chairman of Equity Residential, and
Walter M. "Sonny" Deriso, Jr., Vice Chairman of Synovus, will be standing for
election to the company's Board of Directors. Mr. Crocker and Mr. Deriso are
expected to join the Board when directors are elected at the company's Annual
Meeting of Shareholders on May 27, 2004. The company also announced that John T.
Glover and Robert L. Anderson have decided not to stand for re-election as
directors when their terms expire at the 2004 Annual Meeting of Shareholders.

In addition, on November 5, 2003, Nicholas B. Paumgarten, Managing Director at
J.P. Morgan Chase & Co. and Chairman of J.P. Morgan Corsair II Capital Partners,
L.P., was appointed to the company's Board of Directors. On December 1, 2003,
Christopher J. Papa joined the company as Executive Vice President and Chief
Financial Officer.

OUTLOOK

The estimates presented below are forward-looking and are based on current
apartment market and general economic conditions and other risks outlined below.
Management believes that the company's net loss per diluted share for the first
quarter of 2004 will be in a range of $0.03 to $0.05. Management is currently
expecting to close the sale of one asset in the first quarter of 2004.
Management believes that the company's FFO per share for the first quarter of
2004 will be in a range of $0.39 to $0.41, or $0.43 to $0.45, excluding charges
for the preferred stock issuance costs discussed above. Management's estimates
of per share FFO for the first quarter of 2004, excluding charges for preferred
stock issuance costs, are based on the following assumptions: seasonally lower
same store NOI, as compared to same store NOI for the fourth quarter of 2003,
due primarily to increased property operating expenses; dilution from the sale
of two assets completed in the fourth quarter of 2003, the proceeds of which
were used primarily to pay down short-term floating rate debt; the previously
announced redemption of the company's 7 5/8% Series C Cumulative Redeemable
Preferred Shares on March 5, 2004; and modestly increased general and
administrative expenses. A reconciliation of projected net loss per diluted
share to



projected FFO per diluted share for the first quarter of 2004 is included in the
financial data (Table 7) accompanying this press release.

SUPPLEMENTAL FINANCIAL DATA

The company also produces Supplemental Financial Data that includes detailed
information regarding the company's operating results and balance sheet. This
Supplemental Financial Data is considered an integral part of this earnings
release and is available on the company's website. The company's earnings
release and the Supplemental Financial Data is available through the company's
web site at
"http://www.postproperties.com/posthome.nsf/ExtList/2003-4QFinancials".

The ability to access the attachments on the company's web site requires the
Adobe Acrobat 4.0 Reader, which may be downloaded at
http://www.adobe.com/products/acrobat/readstep.html.

NON-GAAP FINANCIAL MEASURES AND OTHER DEFINED TERMS

The company uses certain non-GAAP financial measures and other defined terms in
this press release and in its Supplemental Financial Data available on the
company's website. The non-GAAP financial measures include FFO, FAD, net
operating income, same store capital expenditures, net income, FFO and FAD
excluding certain accounting charges, certain debt statistics and ratios and
economic gains on property sales. The definitions of these non-GAAP financial
measures are summarized below and on page 21 of the Supplemental Financial Data.
The company believes that these measures are helpful to investors in measuring
financial performance and/or liquidity and comparing such performance and/or
liquidity to other REITS.

     FUNDS FROM OPERATIONS - The company uses FFO as an operating measure. The
     company uses the NAREIT definition of FFO. FFO is defined by NAREIT to mean
     net income (loss) available to common shareholders determined in accordance
     with GAAP, excluding gains (or losses) from extraordinary items and sales
     of property, plus depreciation and amortization of real estate assets, and
     after adjustment for unconsolidated partnerships and joint ventures all
     determined on a consistent basis in accordance with GAAP. In October 2003,
     NAREIT issued additional guidance modifying the definition of FFO. The
     first modification revised the treatment of asset impairment losses and
     impairment losses incurred to write-down assets to their fair value at the
     date assets are classified as held for sale, to include such losses in FFO.
     Previously, such losses were excluded from FFO consistent with the
     treatment of gains and losses on property sales. The second modification
     clarified the treatment of original issue costs and premiums paid on
     preferred stock redemptions to deduct such costs and premiums in
     determining FFO available to common shareholders. This modification was
     consistent with the recently clarified treatment of these costs under GAAP.
     The company adopted the modifications to the definition of FFO effective
     with its reported results for the third quarter of 2003. Prior period and
     prior year presentations of FFO have been restated to conform with the
     revised definition of FFO. FFO presented in the company's press release and
     Supplemental Financial Data is not necessarily comparable to FFO presented
     by other real estate companies because not all real estate companies use
     the same definition. The company's FFO is comparable to the FFO of real
     estate companies that use the current NAREIT definition.

     Accounting for real estate assets using historical cost accounting under
     GAAP assumes that the value of real estate assets diminishes predictably
     over time. NAREIT stated in its April 2002 White Paper on Funds from
     Operations that "since real estate asset values have historically risen or
     fallen with market conditions, many industry investors have considered
     presentations of operating results for real estate companies that use
     historical cost accounting to be insufficient by themselves." As a



     result, the concept of FFO was created by NAREIT for the REIT industry to
     provide an alternate measure. Since the company agrees with the concept of
     FFO and appreciates the reasons surrounding its creation, the company
     believes that FFO is an important supplemental measure of operating
     performance. In addition, since most equity REITs provide FFO information
     to the investment community, the company believes that FFO is a useful
     supplemental measure for comparing the company's results to those of other
     equity REITs. The company believes that the line on its consolidated
     statement of operations entitled "net income available to common
     shareholders" is the most directly comparable GAAP measure to FFO. The
     company also computes a dividend payout ratio using dividends declared
     during the quarter divided by FFO per diluted share in order to provide
     investors with one alternate earnings measure to compare the relationship
     of FFO to the company's quarterly dividends and distributions.

     FUNDS AVAILABLE FOR DISTRIBUTION - The company also uses funds available
     for distribution ("FAD") as an operating measure. FAD is defined as FFO
     less operating capital expenditures. The company believes that FAD is an
     important supplemental measure of operating performance for an equity REIT
     because it provides investors with an indication of the REIT's ability to
     fund its operating capital expenditures through earnings. In addition,
     since most equity REITs provide FAD information to the investment
     community, the company believes that FAD is a useful supplemental measure
     for comparing the company to other equity REITs. The company believes that
     the line on its consolidated statement of operations entitled "net income
     available to common shareholders" is the most directly comparable GAAP
     measure to FAD. The company also computes a dividend payout ratio using
     dividends declared during the quarter divided by FAD per diluted share in
     order to provide investors with one alternate earnings measure to compare
     the relationship of FAD to the company's quarterly dividends and
     distributions.

     PROPERTY NET OPERATING INCOME - The company uses property NOI, including
     same store NOI and same store NOI by market, as an operating measure. NOI
     is defined as rental and other revenues from real estate operations less
     total property and maintenance expenses from real estate operations
     (exclusive of depreciation and amortization). The company believes that NOI
     is an important supplemental measure of operating performance for a REIT's
     operating real estate because it provides a measure of the core operations,
     rather than factoring in depreciation and amortization, financing costs and
     general and administrative expenses generally incurred at the corporate
     level. This measure is particularly useful, in the opinion of the company,
     in evaluating the performance of geographic operations, same store
     groupings and individual properties. Additionally, the company believes
     that NOI, as defined, is a widely accepted measure of comparative operating
     performance in the real estate investment community. The company believes
     that the line on its consolidated statement of operations entitled "income
     from continuing operations" is the most directly comparable GAAP measure to
     NOI.

     SAME STORE CAPITAL EXPENDITURES - The company uses same store recurring and
     non-recurring capital expenditures as cash flow measures. Same store
     recurring and non-recurring capital expenditures are supplemental non-GAAP
     financial measures. The company believes that same store recurring and
     non-recurring capital expenditures are important indicators of the costs
     incurred by the company in maintaining its same store communities on an
     ongoing basis. The corresponding GAAP measures include information with
     respect to the company's other operating segments consisting of communities
     stabilized in the prior year, lease-up communities, and sold communities in
     addition to same store information. Therefore, the company believes that
     the company's presentation of same store recurring and non-recurring
     capital expenditures is necessary to demonstrate same store



     replacement costs over time. The company believes that the most directly
     comparable GAAP measure to same store recurring and non-recurring capital
     expenditures are the lines on the company's consolidated statements of cash
     flows entitled "recurring capital expenditures" and "non-recurring capital
     expenditures."

     NET INCOME, FFO AND FAD EXCLUDING CERTAIN CHARGES - The company uses net
     income, FFO and FAD excluding certain severance, proxy and impairment
     charges as operating measures. The company reports net income, FFO and FAD
     excluding certain charges as alternative financial measures of core
     operating performance. The company believes net income, FFO and FAD before
     certain charges are informative measures for comparing operating
     performance between periods and for comparing operating performance to
     other companies that have not incurred such charges. The company further
     believes that charges of the nature incurred in 2003 and 2002 are not
     necessarily repetitive in nature and that it is therefore meaningful to
     compare operating performance using alternative, non-GAAP measures. In
     addition, the company believes the investment and analyst communities
     desire to understand the meaningful components of the company's performance
     and that these non-GAAP measures assist in providing such supplemental
     measures. The company believes that the most directly comparable GAAP
     financial measures to each of net income, FFO and FAD, excluding certain
     charges, is the line on the company's consolidated statements of operations
     entitled "net income available to common shareholders." The company
     computes dividend payout ratios using dividends declared during the quarter
     divided by FFO and FAD per diluted share, excluding certain charges in
     order to provide investors with alternate earnings measures to compare the
     relationship of FFO and FAD, excluding certain charges, to the company's
     quarterly dividends and distributions.

     DEBT STATISTICS AND DEBT RATIOS - The company uses a number of debt
     statistics and ratios as supplemental measures of liquidity. The numerator
     and/or the denominator of certain of these statistics and/or ratios include
     non-GAAP financial measures that have been reconciled to the most directly
     comparable GAAP financial measure. These debt statistics and ratios
     include: (1) an interest coverage ratio; (2) a fixed charge coverage ratio;
     (3) total debt as a percentage of undepreciated real estate (unadjusted and
     adjusted for joint venture partners' share of debt); (4) total debt plus
     preferred shares and units as a percentage of undepreciated real estate
     (total debt unadjusted and adjusted for joint venture partners' share of
     debt); (5) a ratio of consolidated debt to total assets; (6) a ratio of
     secured debt to total assets; (7) a ratio of total unencumbered assets to
     unsecured debt; and (8) a ratio of consolidated income available to debt
     service to annual debt service charge. A number of these debt statistics
     and ratios are derived from covenants found in the company's debt
     agreements, including, among others, the company's senior unsecured notes.
     In addition, the company presents these measures because the degree of
     leverage could affect the company's ability to obtain additional financing
     for working capital, capital expenditures, acquisitions, development or
     other general corporate purposes. The company uses these measures
     internally as an indicator of liquidity and the company believes that these
     measures are also utilized by the investment and analyst communities to
     better understand the company's liquidity.

     ECONOMIC GAINS ON PROPERTY SALES - The company uses economic gains on
     property sales as a supplemental measure of operating performance. Economic
     gains on property sales are defined as gains on property sales in
     accordance with GAAP, before accumulated depreciation and any prior period
     write-downs for asset impairment charges on such assets. The company
     believes economic gains on property sales is an important supplemental
     measure to gains on property sales in accordance with GAAP because it
     assists investors and analysts in understanding the relationship



     between the cash proceeds from the sale of an asset and the cash invested
     in that asset. The company believes the line on its consolidated statement
     of operations entitled "gains on property sales - discontinued operations"
     is the most directly comparable GAAP measure to economic gains on property
     sales.

     AVERAGE ECONOMIC OCCUPANCY - The company uses average economic occupancy as
     a statistical measure of operating performance. The company defines average
     economic occupancy as gross potential rent less vacancy losses, model
     expenses and bad debt expenses divided by gross potential rent for the
     period, expressed as a percentage.

CONFERENCE CALL INFORMATION

The company will hold its quarterly conference call on Tuesday, February 10,
2004, at 10 a.m. EST. The telephone numbers are 1-800-881-7286 for domestic
calls and 913-981-4902 for international callers. The access code is 218677. The
conference call will be open to the public and can be listened to live on Post's
web site at www.postproperties.com under Corporate Information/Investor Info.
The replay will begin at 1:00 p.m. EST on February 10, and will be available
until Monday, February 16, 2004, at 11:59 p.m. EST. The telephone numbers for
the replay are 1-888-203-1112 for domestic callers and 719-457-0820 for
international callers. The access code for the replay is 218677. A replay of the
call also will be available through Wednesday, March 31, 2004, on Post's web
site. The financial and statistical information that will be discussed on the
call is contained in this press release and the Supplemental Financial Data.
Both documents will be available on the company's website at
"http://www.postproperties.com/posthome.nsf/ExtList/2003-4QFinancials" prior to
the quarterly conference call.

Post Properties, Inc., a leading developer and operator of upscale apartment
communities in the United States, pioneered building and branding resort-style
garden apartments for more than 30 years. Post now also focuses on the creation
of high-quality, high-density, live-work-walk neighborhoods in infill locations
in major urban markets. The company has been recognized locally, nationally and
internationally for building better neighborhoods and the preservation of
historic buildings. Operating as a self-administered and self-managed equity
real estate investment trust (REIT), the company's primary business consists of
developing and managing Post(R) brand-name apartment communities.

Nationwide, Post Properties owns approximately 28,081 apartment homes in 72
communities, including 468 units currently in lease-up.

FORWARD LOOKING STATEMENT:

Certain statements made in this press release and other written or oral
statements made by or on behalf of the company, may constitute "forward-looking
statements" within the meaning of the federal securities laws. Statements
regarding future events and developments and the company's future performance,
as well as management's expectations, beliefs, plans, estimates or projections
relating to the future, are forward-looking statements within the meaning of
these laws. Examples of such statements in this press release include the
company's anticipated asset sales during the first half of 2004 (including the
estimated proceeds, estimated gains on sales and the use of proceeds from such
sales) and the company's projected net income per diluted share and projected
FFO per diluted share for the first quarter of 2004. All forward-looking
statements are subject to certain risks and uncertainties that could cause
actual events to differ materially from those projected. Management believes
that these forward-looking statements are reasonable; however, you should not
place undue reliance on such statements.



These statements are based on current expectations and speak only as of the date
of such statements. The company undertakes no obligation to publicly update or
revise any forward-looking statement, whether as a result of future events, new
information or otherwise.

The following are some of the factors that could cause the company's actual
results to differ materially from the expected results described in the
company's forward-looking statements: future local and national economic
conditions, including changes in job growth, interest rates, the availability of
financing and other factors; demand for apartments in the company's markets and
the effect on occupancy and rental rates; the impact of competition on the
company's business, including competition for tenants and development locations;
the company's ability to obtain financing or self-fund the development or
acquisition of additional apartment communities; the uncertainties associated
with the company's current and planned future real estate development, including
actual costs exceeding the company's budgets or development periods exceeding
expectations; uncertainties associated with the timing and amount of asset sales
and the resulting gains/losses associated with such asset sales; conditions
affecting ownership of residential real estate and general conditions in the
multi-family residential real estate market; the effects of changes in
accounting policies and other regulatory matters detailed in the company's
filings with the Securities and Exchange Commission and uncertainties of
litigation; and the company's ability to continue to qualify as a real estate
investment trust under the Internal Revenue Code. Other important risk factors
regarding the company are included under the caption "Risk Factors" in the
company's Annual Report on Form 10-K for the year ended December 31, 2002 and
may be discussed in subsequent filings with the SEC. The risk factors discussed
in such Form 10-K under the caption "Risk Factors" are specifically incorporated
by reference into this press release.



FINANCIAL HIGHLIGHTS
(Unaudited; in thousands, except share and per share amounts)



                                                                   THREE MONTHS ENDED           TWELVE MONTHS ENDED
                                                                      DECEMBER 31,                  DECEMBER 31,
                                                              ---------------------------   ---------------------------
                                                                  2003           2002           2003           2002
                                                              ------------   ------------   ------------   ------------
                                                                                               
OPERATING DATA
Revenues                                                      $     72,925   $     72,232   $    290,384   $    287,306
Net income available to common shareholders                   $      5,843   $      9,649   $      2,707   $     49,297
Net income available to common shareholders,
   excluding severance and proxy charges (Table 1)            $      5,843   $      9,649   $     26,623   $     49,297
Funds from operations available to common shareholders
   (Table 2)                                                  $     19,764   $     23,724   $     39,958   $     98,894
Funds from operations available to common shareholders,
   excluding severance, proxy and asset impairment charges
   (Table 2)                                                  $     19,764   $     25,573   $     84,157   $    110,245
Weighted average shares outstanding - diluted                   38,176,235     37,061,628     37,687,524     36,953,962
Weighted average shares and units outstanding - diluted         42,228,473     42,032,638     42,134,072     42,035,577

PER COMMON SHARE DATA - DILUTED
Net income available to common shareholders                   $       0.15   $       0.26   $       0.07   $       1.33
Net income available to common shareholders,
    excluding severance and proxy charges (Table 1)           $       0.15   $       0.26   $       0.71   $       1.33
Funds from operations available to common shareholders
    (Table 2) (1)                                             $       0.47   $       0.56   $       0.95   $       2.35
Funds from operations available to common shareholders,
    excluding severance, proxy and asset impairment charges
    (Table 2) (1)                                             $       0.47   $       0.61   $       2.00   $       2.62
Dividends declared                                            $       0.45   $       0.78   $       1.80   $       3.12


(1)  Funds from operations per share for the three and twelve months ended
     December 31, 2003 were computed using weighted average shares and units
     outstanding, including the impact of dilutive securities of 36,010 and
     11,052, respectively. Such dilutive securities were antidilutive to all
     income (loss) per share computations.

TABLE 1

RECONCILIATION OF NET INCOME AVAILABLE TO COMMON SHAREHOLDERS TO NET INCOME
AVAILABLE TO COMMON SHAREHOLDERS, EXCLUDING SEVERANCE AND PROXY CHARGES

(Unaudited; in thousands, except per share amounts)



                                                          THREE MONTHS ENDED       TWELVE MONTHS ENDED
                                                             DECEMBER 31,              DECEMBER 31,
                                                         ---------------------   ----------------------
                                                            2003       2002        2003         2002
                                                         ---------   ---------   ---------    ---------
                                                                                  
Net income available to common shareholders              $   5,843   $   9,649   $   2,707    $  49,297
Severance charges                                                -           -      21,506            -
Proxy and related costs                                          -           -       5,231            -
Minority interest impact of charges (1)                          -           -      (2,821)           -
                                                         ---------   ---------   ---------    ---------
Net income available to common shareholders,
    excluding severance and proxy charges                $   5,843   $   9,649   $  26,623    $  49,297
                                                         =========   =========   =========    =========
Weighted average shares outstanding - diluted               38,176      37,062      37,688       36,954
                                                         =========   =========   =========    =========
Net income available to common shareholders, excluding
    severance and proxy charges -per diluted share       $    0.15   $    0.26   $    0.71    $    1.33
                                                         =========   =========   =========    =========


(2)  Computed at 10.55% for the twelve months ended December 31, 2003.



TABLE 2

RECONCILIATION OF NET INCOME AVAILABLE TO COMMON SHAREHOLDERS TO
FUNDS FROM OPERATIONS AVAILABLE TO COMMON SHAREHOLDERS
(Unaudited; in thousands, except per share amounts)



                                                                  THREE MONTHS ENDED        TWELVE MONTHS ENDED
                                                                     DECEMBER 31,               DECEMBER 31,
                                                              ------------------------    ------------------------
                                                                 2003          2002          2003          2002
                                                              ----------    ----------    ----------    ----------
                                                                                            
Net income available to common shareholders                   $    5,843    $    9,649    $    2,707    $   49,297
Minority interest of common unitholders -
   continuing operations                                            (393)         (101)       (3,552)        2,681
Minority interest in discontinued operations                       1,110         1,382         3,893         4,091
Gains on property sales - continuing operations                        -             -             -       (13,275)
Gains on property sales - unconsolidated entities                      -             -        (8,395)            -
Gains on property sales - discontinued operations
   (excluding asset impairment losses)                            (7,103)       (9,856)      (40,793)      (27,921)
Depreciation on wholly-owned real estate assets, net              19,975        22,283        84,530        82,918
Depreciation on real estate assets held in
   unconsolidated entities                                           332           367         1,568         1,103
                                                              ----------    ----------    ----------    ----------
Funds from operations available to
   common shareholders (1)(2)                                     19,764        23,724        39,958        98,894
Severance charges                                                      -             -        21,506             -
Proxy and related costs                                                -             -         5,231             -
Asset impairment charges                                               -         1,849        17,462        11,351
                                                              ----------    ----------    ----------    ----------
Funds from operations available to common shareholders,
   excluding severance, proxy and asset impairment charge     $   19,764    $   25,573    $   84,157    $  110,245
                                                              ==========    ==========    ==========    ==========
Weighted average shares and units outstanding - diluted(3)        42,264        42,033        42,145        42,036
                                                              ==========    ==========    ==========    ==========
Funds from operations - per diluted share                     $     0.47    $     0.56    $     0.95    $     2.35
                                                              ==========    ==========    ==========    ==========
Funds from operations, excluding severance, proxy and
   asset impairment charges - per diluted share               $     0.47    $     0.61    $     2.00    $     2.62
                                                              ==========    ==========    ==========    ==========


(1)  In October 2003, the National Association of Real Estate Investment Trusts
     ("NAREIT") issued additional guidance modifying the definition of funds
     from operations ("FFO"). The first modification revised the treatment of
     asset impairment losses and impairment losses incurred to write-down assets
     to their fair value at the date assets are classified as held for sale, to
     include such losses in FFO. Previously such losses were excluded from FFO,
     consistent with the treatment of gains on property sales. The second
     modification clarified the treatment of original issue costs and premiums
     paid on preferred stock redemptions to deduct such costs and premiums in
     determining FFO available to common shareholders. This modification was
     consistent with the recently clarified treatment of these costs under GAAP.
     The company adopted the modifications to the definition of FFO effective
     with its reported results for the third quarter of 2003. The modification
     of FFO related to preferred stock redemption costs was not applicable for
     the company for the periods presented. Prior period and prior year
     presentations of FFO have been restated to conform with the revised NAREIT
     definition of FFO. FFO is a supplemental non-GAAP financial measure used by
     real estate investment trusts to measure and compare operating performance.

(2)  For the three and twelve months ended December 31, 2002, FFO available to
     common shareholders has been restated from the prior year presentation to
     reflect a reduction of $1,849 and $11,351, respectively, for impairment
     losses on real estate assets resulting from the NAREIT modification of the
     definition of FFO. Additionally for the twelve months ended December 31,
     2002, FFO has been restated from the prior year presentation to reflect a
     reduction of $136 for early debt extinguishment costs reclassified from
     extraordinary items to operating expenses under SFAS No. 145. For the
     twelve months ended December 31, 2003, FFO available to common shareholders
     has been restated to reflect a reduction of $14,118 for impairment losses
     on real estate recognized in the first quarter of 2003.

(3)  Diluted weighted average shares and units for the three and twelve months
     ended December 31, 2003 include 36 and 11 shares and units, respectively,
     that were antidilutive to all income (loss) per share computations under
     generally accepted accounting principles.



TABLE 3

RECONCILIATION OF SAME STORE NET OPERATING INCOME (NOI) TO INCOME (LOSS) FROM
CONTINUING OPERATIONS
(Dollars in thousands)



                                                              THREE MONTHS ENDED                  TWELVE MONTHS ENDED
                                                   -----------------------------------------   --------------------------
                                                   DECEMBER 31,  DECEMBER 31,  SEPTEMBER 30,   DECEMBER 31,   DECEMBER 31,
                                                      2003          2002          2003            2003            2002
                                                   ------------  ------------  -------------   ------------   ------------
                                                                                               
Total same store NOI                               $     35,439  $     37,167  $     35,247    $    141,419   $   150,543
Property NOI from other operating segments                6,906         6,322         6,763          26,330        20,093
                                                   ------------  ------------  ------------    ------------   -----------
Consolidated property NOI                                42,345        43,489        42,010         167,749       170,636
Add:
  Interest income                                           187           286           223             894         1,288
  Minority interest in consolidated property
     partnerships                                           665           576           677           2,024         2,055
  Gains on property sales - continued operations              -             -             -               -        13,275
Less:
  Depreciation                                          (21,603)      (21,124)      (21,553)        (83,700)      (76,760)
  Interest                                              (15,914)      (14,650)      (17,122)        (64,905)      (52,035)
  Amortization of deferred loan costs                      (962)         (616)       (1,084)         (3,801)       (2,327)
  General and administrative                             (4,400)       (3,450)       (3,735)        (15,102)      (14,431)
  Development costs and other expenses                   (1,298)         (694)         (277)         (2,138)         (830)
  Severance charges                                           -             -             -         (21,506)            -
  Proxy and related charges                                   -             -             -          (5,231)            -
  Equity in income (losses) of
     unconsolidated entities                                 23          (306)           60           7,791        (1,590)
  Minority interest of preferred unitholders             (1,400)       (1,400)       (1,400)         (5,600)       (5,600)
  Minority interest of common unitholders                   393           101           457           3,552        (2,681)
                                                   ------------  ------------  ------------    ------------   -----------
Income (loss) from continuing operations           $     (1,964) $      2,212  $     (1,744)   $    (19,973)  $    31,000
                                                   ============  ============  ============    ============   ===========



TABLE 4
SAME STORE NET OPERATING INCOME (NOI) SUMMARY BY MARKET
(Dollars in thousands)



                                                             THREE MONTHS ENDED                   4Q'03 VS    4Q'03 VS
                                               ----------------------------------------------    ---------   ---------
                                               DECEMBER 31,     DECEMBER 31,    SEPTEMBER 30,      4Q'02       3Q'03
                                                   2003             2002             2003        % CHANGE    % CHANGE
                                               ------------    -------------    -------------    ---------   ---------
                                                                                              
Rental and other revenues
    Atlanta                                      $32,092          $33,094          $32,740         (3.0)%      (2.0)%
    Dallas                                        12,009           12,078           12,200         (0.6)%      (1.6)%
    Tampa                                          4,414            4,368            4,400          1.1%        0.3%
    Other                                          6,536            6,501            6,634          0.5%       (1.5)%
                                                 -------          -------          -------         ----        ----
        Total rental and other revenues           55,051           56,041           55,974         (1.8)%      (1.6)%
                                                 -------          -------          -------         ----        ----
Property operating and maintenance expenses
(exclusive of depreciation and amortization)
    Atlanta                                       11,109           10,986           11,727          1.1%       (5.3)%
    Dallas                                         4,748            4,214            4,941         12.7%       (3.9)%
    Tampa                                          1,626            1,591            1,753          2.2%       (7.2)%
    Other                                          2,129            2,083            2,306          2.2%       (7.7)%
                                                 -------          -------          -------         ----        ----
        Total                                     19,612           18,874           20,727          3.9%       (5.4)%
                                                 -------          -------          -------         ----        ----
Net operating income
    Atlanta                                       20,983           22,108           21,013         (5.1)%      (0.1)%
    Dallas                                         7,261            7,864            7,259         (7.7)%         -
    Tampa                                          2,788            2,777            2,647          0.4 %       5.3%
    Other                                          4,407            4,418            4,328         (0.2)%       1.8%
                                                 -------          -------          -------         ----        ----
        Total same store NOI                     $35,439          $37,167          $35,247         (4.6)%       0.5%
                                                 =======          =======          =======         ====        ====




                                                TWELVE MONTHS ENDED
                                                    DECEMBER 31,
                                               ---------------------
                                                  2003        2002     % CHANGE
                                               ----------   --------   --------
                                                              
Rental and other revenues
   Atlanta                                      $129,601    $135,492    (4.3)%
   Dallas                                         48,371      49,677    (2.6)%
   Tampa                                          17,464      18,197    (4.0)%
   Other                                          26,156      26,111     0.2%
                                                --------    --------    ----
     Total rental and other revenues             221,592     229,477    (3.4)%
                                                --------    --------    ----
Property operating and maintenance expenses
(exclusive of depreciation and amortization)
   Atlanta                                        44,891      43,867     2.3%
   Dallas                                         19,479      19,232     1.3%
   Tampa                                           6,772       6,823    (0.7)%
   Other                                           9,031       9,012     0.2%
                                                --------    --------    ----
     Total                                        80,173      78,934     1.6%
                                                --------    --------    ----
Net operating income

   Atlanta                                        84,710      91,625    (7.5)%
   Dallas                                         28,892      30,445    (5.1)%
   Tampa                                          10,692      11,374    (6.0)%
   Other                                          17,125      17,099     0.2%
                                                --------    --------    ----
     Total same store NOI                       $141,419    $150,543    (6.1)%
                                                ========    ========    ====




TABLE 5
COMPUTATION OF DEBT RATIOS
(Dollars in thousands)



                                                                             AS OF                 AS OF
                                                                       DECEMBER 31, 2003     DECEMBER 31, 2002
                                                                       -----------------     -----------------
                                                                                       
Total real estate assets per balance sheet                                $ 2,164,391           $ 2,443,535
Plus:

Accumulated depreciation per balance sheet                                    432,157               426,136
Accumulated depreciation on assets held for sale                               74,614                17,829
                                                                          -----------           -----------
Total undepreciated real estate assets (A)                                  2,671,162             2,887,500
Less:
Advances to unconsolidated joint ventures equal to
joint venture partner's share of joint venture construction debt              (34,950)             (104,191)
                                                                          -----------           -----------
Total undepreciated real estate assets
   (adjusted for joint venture partner's share of debt) (B)               $ 2,636,212           $ 2,783,309
                                                                          ===========           ===========

Total debt per balance sheet (C)                                          $ 1,186,322           $ 1,414,555
Less:
Joint venture partners' share of joint venture construction debt              (34,950)             (104,191)
                                                                          -----------           -----------
Total debt (adjusted for joint venture partners' share) (D)               $ 1,151,372           $ 1,310,364
                                                                          ===========           ===========
Total debt as a % of undepreciated real estate assets (C/A)                      44.4%                 49.0%
                                                                          ===========           ===========
Total debt as a % of undepreciated real estate assets
   (adjusted for joint venture partner's share of debt) (D/B)                    43.7%                 47.1%
                                                                          ===========           ===========
Total debt per balance sheet                                              $ 1,186,322           $ 1,414,555
Plus:
Preferred shares at liquidation value                                         145,000               145,000
Preferred units at liquidation value                                           70,000                70,000
                                                                          -----------           -----------
Total debt and preferred shares and units (E)                               1,401,322             1,629,555
Less:
Joint venture partners' share of joint venture construction debt              (34,950)             (104,191)
                                                                          -----------           -----------
Total debt and preferred shares and units
  (adjusted for joint venture partners' share of debt) (F)                $ 1,366,372           $ 1,525,364
                                                                          ===========           ===========
Total debt and preferred shares and units as a % of
  undepreciated assets (E/A)                                                     52.5%                 56.4%
                                                                          ===========           ===========
Total debt and preferred shares and units as a % of undepreciated
  assets (adjusted for joint venture partners' share of debt) (F/B)              51.8%                 54.8%
                                                                          ===========           ===========




TABLE 6
RECONCILIATION OF GAINS ON PROPERTY SALES TO ECONOMIC GAINS ON PROPERTY SALES



                                                                      YEAR ENDED
                                                                      12/31/2003       FORECASTED 2004
                                                                      ----------   -----------------------
                                                                                    LOW RANGE   HIGH RANGE
                                                                                    ---------   ----------
                                                                                       
Gains on property sales - discontinued operations (before minority
   interest)                                                          $  37,448    $ 136,000    $ 140,000
Gains on property sales - unconsolidated entities                         8,395            -            -
                                                                      ---------    ---------    ---------
                                                                         45,843      136,000      140,000
Less: Asset impairment loss (included in income from
   discontinued operations)                                             (14,118)           -            -
Plus: Asset impairment loss (on assets held for sale) included in
   gains on property sales - discontinued operations                      3,344            -            -
                                                                      ---------    ---------    ---------
Gains on property sales                                               $  35,069    $ 136,000    $ 140,000
                                                                      =========    =========    =========

Gains on property sales                                               $  35,069    $ 136,000    $ 140,000
Less:
   Accumulated depreciation on properties sold                          (25,501)     (74,656)     (74,656)
   Accumulated depreciation on properties sold - unconsolidated
     entities                                                              (947)           -            -
   Prior period asset impairment losses on properties sold               (4,964)      (3,344)      (3,344)
                                                                      ---------    ---------    ---------
Economic gains on property sales                                      $   3,657    $  58,000    $  62,000
                                                                      =========    =========    =========


TABLE 7
RECONCILIATION OF FORECASTED NET INCOME PER COMMON SHARE TO
FORECASTED FUNDS FROM OPERATIONS PER COMMON SHARE



                                                          THREE MONTHS ENDED
                                                             MARCH 31, 2004
                                                        ----------------------
                                                        LOW RANGE   HIGH RANGE
                                                        ---------   ----------
                                                              
Forecasted net loss, per share                          $  (0.05)   $  (0.03)
Forecasted gains on property sales, per share              (0.03)      (0.04)
Forecasted real estate depreciation, per share              0.47        0.48
                                                        --------    --------
Forecasted funds from operations, per share                 0.39        0.41
Forecasted preferred stock redemption costs                 0.04        0.04
                                                        --------    --------
Forecasted funds from operations, excluding preferred
   stock redemption costs, per share                    $   0.43    $   0.45
                                                        ========    ========

EX-99.2

                                                                               .
                                                                               .
                                                                               .

                                                                    EXHIBIT 99.2

                               FOURTH QUARTER 2003
                           Supplemental Financial Data

                               TABLE OF CONTENTS



                                                                                    Page
                                                                                 
Consolidated Statements of Operations ..........................................      3
Calculation of Funds from Operations and Funds Available for Distribution ......      6
Same Store Operating Results ...................................................      8
Consolidated Balance Sheets ....................................................     10
Consolidated Debt Summary ......................................................     11
Summary of Construction and Initial Lease-Up Communities .......................     14
Asset Sales Summary ............................................................     15
Capitalized Costs Summary ......................................................     16
Investments in Unconsolidated Real Estate Entities .............................     17
Net Asset Value Supplemental Information .......................................     19
Definitions and Reconciliations of Supplemental Non-GAAP Financial Measures ....     21


The projections and estimates given in this document and other written or oral
statements made by or on behalf of the Company, may constitute "forward-looking
statements" within the meaning of the federal securities laws. All
forward-looking statements are subject to certain risks and uncertainties that
could cause actual events to differ materially from those projected. Management
believes that these forward-looking statements are reasonable; however, you
should not place undue reliance on such statements. These statements are based
on current expectations and speak only as of the date of such statements. The
Company undertakes no obligation to publicly update or revise any
forward-looking statement, whether as a result of future events, new information
or otherwise. The following are some of the factors that could cause the
Company's actual results to differ materially from the expected results
described in the Company's forward-looking statements: future local and national
economic conditions, including changes in job growth, interest rates, the
availability of financing and other factors; demand for apartments in the
Company's markets and the effect on occupancy and rental rates; the impact of
competition on the Company's business, including competition for tenants and
development locations; the Company's ability to obtain financing or self-fund
the development or acquisition of additional apartment communities; the
uncertainties associated with the Company's current real estate development,
including actual costs exceeding the Company's budgets or development periods
exceeding expectations; uncertainties associated with the timing and amount of
asset sales and the resulting gains/losses associated with such asset sales;
conditions affecting ownership of residential real estate and general conditions
in the multi-family residential real estate market; the effects of changes in
accounting policies and other regulatory matters detailed in the Company's
filings with the Securities and Exchange Commission and uncertainties of
litigation; and the Company's ability to continue to qualify as a real estate
investment trust under the Internal Revenue Code. Other important risk factors
regarding the Company are included under the caption "Risk Factors" in the
Company's Annual Report on Form 10-K for the year ended December 31, 2002 and
may be discussed in subsequent filings with the SEC. The risk factors discussed
in such Form 10-K under the caption "Risk Factors" are specifically incorporated
by reference into this document.

Copyright (C) 2004 Post Apartment Homes, LP All Rights Reserved                2



                             POST PROPERTIES, INC.
                     CONSOLIDATED STATEMENTS OF OPERATIONS
          (Dollars in thousands, except share, per share or unit data)
                                  (UNAUDITED)



                                                                       THREE MONTHS ENDED              TWELVE MONTHS ENDED
                                                                           DECEMBER 31,                     DECEMBER 31,
                                                                   ----------------------------   ----------------------------
                                                                        2003           2002           2003            2002
                                                                   ------------   -------------   -------------  -------------
                                                                                                     
REVENUES
  Rental                                                           $     70,540   $     69,753    $    279,325   $    275,605
  Other                                                                   2,198          2,193          10,165         10,413
  Interest                                                                  187            286             894          1,288
                                                                   ------------   ------------    ------------   ------------
   Total revenues                                                        72,925         72,232         290,384        287,306
                                                                   ------------   ------------    ------------   ------------
EXPENSES
  Property operating and maintenance (exclusive of items shown
   separately below)                                                     30,393         28,457         121,741        115,382
  Depreciation                                                           21,603         21,124          83,700         76,760
  Interest                                                               15,914         14,650          64,905         52,035
  Amortization of deferred financing costs                                  962            616           3,801          2,327
  General and administrative                                              4,400          3,450          15,102         14,431
  Minority interest in consolidated property partnerships                  (665)          (576)         (2,024)        (2,055)
  Development costs and other (1)                                         1,298            694           2,138            830
  Severance charges (2)                                                       -              -          21,506              -
  Proxy and related costs (3)                                                 -              -           5,231              -
                                                                   ------------   ------------    ------------   ------------
   Total expenses                                                        73,905         68,415         316,100        259,710
                                                                   ------------   ------------    ------------   ------------

INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE EQUITY IN
  INCOME (LOSSES) OF UNCONSOLIDATED ENTITIES, GAINS ON PROPERTY
  SALES AND MINORITY INTEREST                                              (980)         3,817         (25,716)        27,596
  Equity in income (losses) of unconsolidated real estate
   entities                                                                  23           (306)          7,791         (1,590)
  Gains on property sales (4)                                                 -              -               -         13,275
  Minority interest of preferred unitholders                             (1,400)        (1,400)         (5,600)        (5,600)
  Minority interest of common unitholders                                   393            101           3,552         (2,681)
                                                                   ------------   ------------    ------------   ------------
   INCOME (LOSS) FROM CONTINUING OPERATIONS                              (1,964)         2,212         (19,973)        31,000
                                                                   ------------   ------------    ------------   ------------
DISCONTINUED OPERATIONS (4)
  Income from discontinued operations, net of minority interest           4,216          3,239             632         15,179
  Gains on property sales, net of minority interest                       6,453          7,060          33,497         14,567
                                                                   ------------   ------------    ------------   ------------
   INCOME FROM DISCONTINUED OPERATIONS                                   10,669         10,299          34,129         29,746
                                                                   ------------   ------------    ------------   ------------
NET INCOME                                                                8,705         12,511          14,156         60,746
  Dividends to preferred shareholders                                    (2,862)        (2,862)        (11,449)       (11,449)
                                                                   ------------   ------------    ------------   ------------
NET INCOME AVAILABLE TO COMMON SHAREHOLDERS                        $      5,843   $      9,649    $      2,707   $     49,297
                                                                   ============   ============    ============   ============

PER COMMON SHARE DATA - BASIC (5)
  Income (loss) from continuing operations (net of preferred
   dividends)                                                      $      (0.13)  $      (0.02)   $      (0.83)  $       0.53
  Income from discontinued operations                                      0.28           0.28            0.90           0.80
                                                                   ------------   ------------    ------------   ------------
  Net income available to common shareholders                      $       0.15   $       0.26    $       0.07   $       1.33
                                                                   ============   ============    ============   ============
  Dividends declared                                               $       0.45   $       0.78    $       1.80   $       3.12
                                                                   ============   ============    ============   ============
  Weighted average common shares outstanding - basic                 38,176,235     37,061,628      37,687,524     36,939,144
                                                                   ============   ============    ============   ============
  Weighted average common shares and units outstanding - basic       42,228,473     42,032,638      42,134,072     42,020,759
                                                                   ============   ============    ============   ============
PER COMMON SHARE DATA - DILUTED (5)
  Income (loss) from continuing operations (net of preferred
   dividends)                                                      $      (0.13)  $      (0.02)   $      (0.83)  $       0.53
  Income from discontinued operations                                      0.28           0.28            0.90           0.80
                                                                   ------------   ------------    ------------   ------------
  Net income available to common shareholders                      $       0.15   $       0.26    $       0.07   $       1.33
                                                                   ============   ============    ============   ============
  Dividends declared                                               $       0.45   $       0.78    $       1.80   $       3.12
                                                                   ============   ============    ============   ============
  Weighted average common shares outstanding - diluted               38,176,235     37,061,628      37,687,524     36,953,962
                                                                   ============   ============    ============   ============
  Weighted average common shares and units outstanding - diluted     42,228,473     42,032,638      42,134,072     42,035,577
                                                                   ============   ============    ============   ============


Copyright(C)2004 Post Apartment Homes, LP All Rights Reserved                  3



                              POST PROPERTIES, INC.
                              NOTES TO CONSOLIDATED
                            STATEMENTS OF OPERATIONS

(1)      Development costs and other expenses for the three months ended
         December 31, 2003 include development personnel and associated costs
         not allocable to development projects and the write off of the
         Company's remaining investment in a property management software
         company. Other expenses for the twelve months ended December 31, 2003
         also included legal expenses related to board of director governance
         and transition matters, the settlement costs related to the bankruptcy
         of a former technology investment and losses on the disposal of the
         Company's partial ownership interest in corporate aircraft. Other
         expenses for the year ended December 31, 2002 represent costs
         associated with the write down of the Company's investment in a
         property management software development company and the early
         extinguishment of indebtedness.

(2)      For the twelve months ended December 31, 2003, severance charges
         included a second quarter charge of $1,795 related to the departure of
         two executive officers and a first quarter non-cash charge of $19,712
         relating to the change in roles from executive to non-executive status
         of the Company's former chairman and vice chairman of the board of
         directors. The first quarter charge consisted of a $13,994 charge
         representing the discounted present value of the estimated payments to
         be made to these individuals under their existing employment contracts
         and a $5,718 charge representing the discounted present value of
         estimated net costs that may be incurred by the Company as a result of
         the settlement of split-dollar life insurance obligations to the
         individuals under their employment contracts.

(3)      Proxy and related costs for the twelve months ended December 31, 2003
         represented the legal, advisory and other expenses associated with the
         proxy contest concluded in the second quarter. In addition, the amount
         included the estimated legal and settlement costs associated with the
         resolution of two derivative and purported class action lawsuits filed
         against the Company during the proxy contest. These lawsuits are
         expected to be settled in 2004.

(4)      On January 1, 2002, the Company adopted SFAS No. 144, "Accounting for
         the Impairment or Disposal of Long-Lived Assets." In accordance with
         the provisions of SFAS No. 144, the operating results of real estate
         assets designated as held for sale subsequent to January 1, 2002 are
         included in discontinued operations in the consolidated statement of
         operations. Also under the provisions of SFAS No. 144, the reserves, if
         any, to write down the carrying value of real estate assets designated
         and classified as held for sale after January 1, 2002 are included in
         discontinued operations. All subsequent gains or additional losses on
         the sale of these assets are also included in discontinued operations.
         The gains or losses on the sale of real estate assets held for sale at
         December 31, 2001 are included in continuing operations. As a result,
         income from continuing operations may not be comparable between the
         periods presented.

         For the three and twelve months ended December 31, 2003, income from
         discontinued operations included the results of operations of 9
         communities, containing 4,340 units, classified as held for sale at
         December 31, 2003 and the results of operations of four communities
         sold in 2003 through their sale date. For the three and twelve months
         ended December 31, 2002, income from discontinued operations included
         the results of operations of all communities classified as held for
         sale at December 31, 2003, communities sold in 2003 and the results of
         operations of seven communities and one commercial property sold in
         2002 through their sale dates.

         The revenues and expenses of these communities for the three and twelve
         months ended December 31, 2003 and 2002 were as follows:



                                                  THREE MONTHS ENDED    TWELVE MONTHS ENDED
                                                     DECEMBER 31,           DECEMBER 31,
                                                 --------------------   --------------------
                                                    2003       2002       2003        2002
                                                 ---------  ---------   --------   ---------
                                                                       
REVENUES
 Rental                                          $  9,513   $ 12,839    $ 42,350   $ 59,585
 Other                                                414        506       1,935      2,531
                                                 --------   --------    --------   --------
   Total revenues                                   9,927     13,345      44,285     62,116
                                                 --------   --------    --------   --------
EXPENSES
 Property operating and maintenance
   (exclusive of items shown separately below)      3,880      4,940      17,362     23,906
 Depreciation                                           -      2,527       6,276     11,167
 Interest                                           1,371      2,204       5,955      9,776
 Asset impairment charge                               -          -      14,118          -
                                                 --------   --------    --------   --------
   Total expenses                                   5,251      9,671      43,711     44,849
                                                 --------   --------    --------   --------
INCOME FROM DISCONTINUED OPERATIONS                 4,676      3,674         574     17,267
 BEFORE MINORITY INTEREST
 Minority interest                                  (460)      (435)         58     (2,088)
                                                 --------   --------    --------   --------
INCOME FROM DISCONTINUED OPERATIONS              $  4,216   $  3,239    $    632   $ 15,179
                                                 ========   ========    ========   ========


         During the third quarter of 2003, the Company reclassified an
         impairment loss of $14,118 from continuing operations to discontinued
         operations. The impairment loss, originally recorded in the first
         quarter 2003, related to the write-down of the cost of the Company's
         apartment community located in Phoenix, Arizona to its estimated fair
         value. The reclassification of the impairment loss to discontinued
         operations reflected the designation of this community as held for sale
         during the third quarter of 2003 and the final sale of the community in
         the fourth quarter of 2003.

Copyright (C) 2004 Post Apartment Homes, LP All Rights Reserved                4



         For the three months ended December 31, 2003, the Company recognized
         net gains from discontinued operations of $7,103 ($6,453 net of
         minority interest) from the sale of two communities containing 835
         units. For the twelve months ended December 31, 2003, the Company
         recognized net gains from discontinued operations of $42,205 ($37,736
         net of minority interest) on the sale of four communities containing
         1,844 units and a land parcel, reduced by losses of $4,757 ($4,239 net
         of minority interest) resulting from losses on the sale of certain land
         parcels and reserves to write-down to fair value one community and
         certain other land parcels classified as held for sale.

(5)      Post Properties, Inc. is structured as an UPREIT, or Umbrella
         Partnership Real Estate Investment Trust. Post GP Holdings, Inc., a
         wholly owned subsidiary of the Company, is the sole general partner
         and, together with Post LP Holdings, Inc. owns the controlling interest
         in Post Apartment Homes, L.P., the Operating Partnership, through which
         the Company conducts its operations. As of December 31, 2003, there
         were 42,353,822 units of the Operating Partnership outstanding, of
         which 38,686,315 or 91.3% were owned by the Company. For the three and
         twelve months ended December 31, 2003, the potential dilution from the
         Company's outstanding stock options of 36,010 and 11,052 shares,
         respectively, was antidilutive to the continuing operations per share
         calculation. As such, these amounts were excluded form weighted average
         shares and units and the income (loss) per share calculations for the
         three and twelve months ended December 31, 2003.

Copyright (C) 2004 Post Apartment Homes, LP All Rights Reserved                5



                             POST PROPERTIES, INC.
                      CALCULATION OF FUNDS FROM OPERATIONS
     AND FUNDS AVAILABLE FOR DISTRIBUTION AVAILABLE TO COMMON SHAREHOLDERS
          (Dollars in thousands, except share, per share or unit data)
                                  (Unaudited)

A reconciliation of net income available to common shareholders to funds from
operations available to common shareholders and funds available for distribution
to common shareholders is provided below.



                                                                         THREE MONTHS ENDED             TWELVE MONTHS ENDED
                                                                             DECEMBER 31,                    DECEMBER 31,
                                                                    ----------------------------   ----------------------------
                                                                        2003          2002 (1)        2003 (1)       2002 (1)
                                                                    -------------  -------------   -------------  -------------
                                                                                                      
NET INCOME AVAILABLE TO COMMON SHAREHOLDERS                         $      5,843   $      9,649    $      2,707   $     49,297
  Minority interest of common unitholders - continuing operations           (393)          (101)         (3,552)         2,681
  Minority interest in discontinued operations (2)                         1,110          1,382           3,893          4,091
  Gains on property sales - continuing operations                              -              -               -        (13,275)
  Gains on property sales - unconsolidated entities                            -              -          (8,395)             -
  Gains on property sales - discontinued operations (excluding
    asset impairment charges)                                             (7,103)        (9,856)        (40,793)       (27,921)
  Depreciation on wholly-owned real estate assets, net (3)                19,975         22,283          84,530         82,917
  Depreciation on real estate assets held in unconsolidated
    entities                                                                 332            367           1,568          1,104
                                                                    ------------   ------------    ------------   ------------
FUNDS FROM OPERATIONS AVAILABLE TO COMMON SHAREHOLDERS,
  AS DEFINED (A)                                                          19,764         23,724          39,958         98,894
  Severance charges                                                            -              -          21,506              -
  Proxy and related costs                                                      -              -           5,231              -
  Asset impairment charges                                                     -          1,849          17,462         11,351
                                                                    ------------   ------------    ------------   ------------
FUNDS FROM OPERATIONS AVAILABLE TO COMMON SHAREHOLDERS,
  EXCLUDING SEVERANCE, PROXY AND IMPAIRMENT CHARGES (B)             $     19,764   $     25,573    $     84,157   $    110,245
                                                                    ============   ============    ============   ============

FUNDS FROM OPERATIONS AVAILABLE TO COMMON SHAREHOLDERS, AS DEFINED  $     19,764   $     23,724    $     39,958   $     98,894
  Recurring capital expenditures                                          (2,490)        (2,066)         (9,473)        (9,381)
  Non-recurring capital expenditures                                      (1,921)        (1,367)         (5,152)        (3,441)
                                                                    ------------   ------------    ------------   ------------
FUNDS AVAILABLE FOR DISTRIBUTION TO COMMON SHAREHOLDERS (4) (C)           15,353         20,291          25,333         86,072
  Severance charges                                                            -              -          21,506              -
  Proxy and related costs                                                      -              -           5,231              -
  Asset impairment charges                                                     -          1,849          17,462         11,351
                                                                    ------------   ------------    ------------   ------------
FUNDS AVAILABLE FOR DISTRIBUTION TO COMMON SHAREHOLDERS, EXCLUDING
  SEVERANCE, PROXY AND IMPAIRMENT CHARGES (4) (D)                   $     15,353   $     22,140    $     69,532   $     97,423
                                                                    ============   ============    ============   ============

PER COMMON SHARE DATA - BASIC
Funds from operations per share or unit, as defined (A/F)           $       0.47   $       0.56    $       0.95   $       2.35
Funds available for distribution per share or unit, as defined (4)
  (C/F)                                                             $       0.36   $       0.48    $       0.60   $       2.05
Funds from operations per share or unit, excluding severance,
  proxy and impairment charges (B/F)                                $       0.47   $       0.61    $       2.00   $       2.62
Funds available for distribution per share or unit, excluding
  severance, proxy and impairment charges (4) (D/F)                 $       0.36   $       0.53    $       1.65   $       2.32
Dividends declared (E)                                              $       0.45   $       0.78    $       1.80   $       3.12
Weighted average shares outstanding                                   38,176,236     37,061,628      37,687,524     36,939,144
Weighted average shares and units outstanding (F)                     42,228,473     42,032,638      42,134,072     42,020,759

PER COMMON SHARE DATA - DILUTED
Funds from operations per share or unit, as defined (A/G=W)         $       0.47   $       0.56    $       0.95   $       2.35
Funds available for distribution per share or unit, as defined (4)
  (C/G=X)                                                           $       0.36   $       0.48    $       0.60   $       2.05
Funds from operations per share or unit, excluding severance,
  proxy and impairment charges (B/G=Y)                              $       0.47   $       0.61    $       2.00   $       2.62
Funds available for distribution per share or unit, excluding
  severance, proxy and impairment charges (4) (D/G=Z)               $       0.36   $       0.53    $       1.65   $       2.32
Dividends declared (E)                                              $       0.45   $       0.78    $       1.80   $       3.12
Weighted average shares outstanding (5)                               38,212,245     37,061,628      37,698,578     36,953,962
Weighted average shares and units outstanding (5) (G)                 42,264,483     42,032,638      42,145,124     42,035,577


Copyright (C) 2004 Post Apartment Homes, LP All Rights Reserved                6



                                                                                                      
DIVIDEND PAYOUT RATIO PER COMMON SHARE
Payout ratio - funds from operations, as defined (E/W)                      95.7%         139.3%          189.5%         132.8%
Payout ratio - funds available for distribution, as defined (E/X)          125.0%         162.5%          300.0%         152.2%
Payout ratio - funds from operations, excluding severance, proxy
  and impairment charges (E/Y)                                              95.7%         127.9%           90.0%         119.1%
Payout ratio - funds available for distribution, excluding
  severance, proxy and impairment charges (E/Z)                            125.0%         147.2%          109.1%         134.5%



(1)      For the three and twelve months ended December 31, 2002, FFO available
         to common shareholders has been restated from the prior year
         presentation to reflect a reduction of $1,849 and $11,351 for
         impairment losses on real estate assets resulting from the NAREIT
         modification of the definition of FFO. Additionally, for the twelve
         months ended December 31, 2002, FFO available to common shareholders
         has been restated from the prior year presentation to reflect a
         reduction of $136 for early debt extinguishment costs reclassified from
         extraordinary items to operating expenses under SFAS No. 145. For the
         twelve months ended December 31, 2003, FFO available to common
         shareholders has been restated to reflect a reduction of $14,118 for
         impairment losses on real estate recognized in the first quarter of
         2003.

(2)      Represents the minority interest in earnings and gains on properties
         held for sale and sold reported as discontinued operations for the
         periods presented.

(3)      Depreciation on wholly-owned real estate assets is net of the minority
         interest portion of depreciation in consolidated entities.

(4)      Since the Company does not add back the depreciation of non-real estate
         assets in its calculation of funds from operations, non-real estate
         related capital expenditures of $278 and $177 for the three months
         ended December 31, 2003 and 2002, respectively, and $799 and $1,100 for
         the twelve months ended December 31, 2003 and 2002, respectively, are
         excluded from the calculation of funds available for distribution.

(5)      Diluted weighted average shares and units for the three and twelve
         months ended December 31, 2003 include 36,010 and 11,052 shares and
         units, respectively, that were antidilutive to all income (loss) per
         share computations under generally accepted accounting principles.

Copyright (C) 2004 Post Apartment Homes, LP All Rights Reserved                7


                              POST PROPERTIES, INC.
                          SAME STORE OPERATING RESULTS
              (Dollars in thousands, except per share or unit data)
                                   (Unaudited)

SAME STORE OPERATING RESULTS

The Company defines fully stabilized or same store communities as those which
have reached stabilization prior to the beginning of the previous calendar year,
adjusted by communities sold and classified as held for sale. Same store net
operating income is a supplemental non-GAAP financial measure. See Table 1 on
page 23 for a reconciliation of same store net operating income to GAAP income
from continuing operations. The operating performance of the 53 communities
containing 19,646 apartment units which were fully stabilized as of January 1,
2002, is summarized as follows:



                                           THREE MONTHS ENDED                         TWELVE MONTHS ENDED
                                              DECEMBER 31,                                DECEMBER 31,
                                       --------------------------                  -------------------------
                                          2003           2002        % CHANGE         2003          2002        % CHANGE
                                       -----------    -----------    --------      -----------    ----------    --------
                                                                                              
Rental and other revenues              $    55,051    $    56,041      (1.8)%      $   221,592    $  229,477      (3.4)%
Property operating and maintenance
  expenses (excluding depreciation
  and amortization)                         19,612         18,874       3.9%            80,173        78,934       1.6%
                                       -----------    -----------                  -----------    ----------
Same store net operating income        $    35,439    $    37,167      (4.6)%      $   141,419    $  150,543      (6.1)%
                                       ===========    ===========                  ===========    ==========
Capital expenditures (1)
   Recurring
   Carpet                              $       565    $       413      36.8%       $     2,202    $    1,692      30.1%
   Other                                     1,386          1,117      24.1%             4,906         4,457      10.1%
                                       -----------    -----------                  -----------    ----------
    Total recurring                          1,951          1,530      27.5%             7,108         6,149      15.6%
  Non-recurring                              1,490            258     477.5%             3,704         1,487     149.1%
                                       -----------    -----------                  -----------    ----------
   Total capital expenditures (A)      $     3,441    $     1,788      92.4%       $    10,812    $    7,636      41.6%
                                       ===========    ===========                  ===========    ==========
  Total capital expenditures per
   unit (A/19,646 UNITS)               $       175    $        91      92.3%       $       550    $      389      41.4%
                                       ===========    ===========                  ===========    ==========
Average monthly rental rate per
  unit (2)                             $       970    $     1,022      (5.1)%      $       989    $    1,043      (5.2)%
                                       ===========    ===========                  ===========    ==========


(1)    See Table 3 on page 25 for a reconciliation of these segment components
       of property capital expenditures to total recurring capital expenditures
       and total non-recurring capital expenditures as presented on the
       consolidated cash flow statements prepared under GAAP.

(2)    Average monthly rental rate is defined as the average of the gross actual
       rates for occupied units and the anticipated rental rates for unoccupied
       units divided by total units.

SAME STORE OPERATING RESULTS BY MARKET -
COMPARISON OF 2003 TO 2002
(Increase (decrease) from same period in prior year)



                               THREE MONTHS ENDED                                     TWELVE MONTHS ENDED
                                  DECEMBER 31,                                           DECEMBER 31,
                ------------------------------------------------     --------------------------------------------------
                                                        AVERAGE                                                AVERAGE
                                                       ECONOMIC                                               ECONOMIC
MARKET          REVENUES (1)  EXPENSES (1)  NOI (1)    OCCUPANCY      REVENUES (1)   EXPENSES (1)  NOI (1)    OCCUPANCY
- --------------------------------------------------     ---------     ------------    -----------   ------     ---------
                                                                                      
Atlanta             (3.0)%        1.1%      (5.1)%        1.9%          (4.3)%           2.3%      (7.5)%        0.9%
Dallas              (0.6)%       12.7%      (7.7)%        3.0%          (2.6)%           1.3%      (5.1)%        1.1%
Tampa                1.1%         2.2%       0.4%         4.0%          (4.0)%          (0.7)%     (6.0)%       (0.5)%

Other (2)            0.5%         2.2%      (0.2)%        1.7%           0.2%            0.2%       0.2%         1.9%

                    ----         ----       ----          ---           ----            ----       ----        -----
Total               (1.8)%        3.9%      (4.7)%        2.3%          (3.4)%           1.6%      (6.1)%        0.9%
                    ====         ====       ====          ===           ====            ====       ====        =====


(1)    See Table 2 on page 24 for a reconciliation of these components of same
       store net operating income and Table 1 on page 23 for a reconciliation of
       same store net operating income to GAAP income from continuing
       operations.

(2)    Includes communities located in Orlando, FL; Washington, DC; Houston, TX;
       Charlotte, NC and Nashville, TN.

Copyright (C) 2004 Post Apartment Homes, LP All Rights Reserved                8



SAME STORE OCCUPANCY BY MARKET



                                                   AVERAGE ECONOMIC              AVERAGE ECONOMIC
                                                     OCCUPANCY (1)                 OCCUPANCY (1)
                                                 --------------------          --------------------
                                                  THREE MONTHS ENDED           TWELVE MONTHS ENDED         PHYSICAL
                                                     DECEMBER 31,                  DECEMBER 31,          OCCUPANCY (2)
                 APARTMENT         % OF          --------------------          --------------------      DECEMBER 31,
MARKET             UNITS          UNITS          2003           2002           2003           2002           2003
- ------             -----          -----          ----           ----           ----           ----           ----
                                                                                    
Atlanta            11,886          60.5%         93.3%          91.4%          92.0%          91.1%          93.9%
Dallas              4,353          22.2%         91.8%          88.8%          90.6%          89.5%          93.4%
Tampa               1,439           7.3%         95.3%          91.3%          93.1%          93.6%          96.1%
Other               1,968          10.0%         93.7%          92.0%          92.9%          91.0%          93.8%
                   ------         -----          ----           ----           ----           ----           ----
Total              19,646         100.0%         93.2%          90.9%          91.9%          91.0%          94.0%
                   ======         =====          ====           ====           ====           ====           ====


(1)    Average economic occupancy is defined as gross potential rent less
       vacancy losses, model expenses and bad debt expenses divided by gross
       potential rent for the period, expressed as a percentage. The calculation
       of average economic occupancy does not include a deduction for
       concessions and employee discounts. Average economic occupancy, including
       these amounts would have been 92.5% and 89.3% for the three months ended
       December 31, 2003 and 2002, respectively, and 90.8% and 89.1% for the
       twelve months ended December 31, 2003 and 2002, respectively. For the
       three months ended December 31, 2003 and 2002, concessions were $284 and
       $832, respectively, and employee discounts were $92 and $129,
       respectively. For the twelve months ended December 31, 2003 and 2002,
       concessions were $2,129 and $3,924, respectively, and employee discounts
       were $424 and $614, respectively.

(2)    Physical occupancy is defined as the number of units occupied divided by
       total apartment units, expressed as a percentage.

SAME STORE SEQUENTIAL COMPARISON



                                                     THREE MONTHS ENDED        THREE MONTHS ENDED
                                                     DECEMBER 31, 2003         SEPTEMBER 30, 2003        % CHANGE
                                                     -----------------         ------------------        --------
                                                                                                
Rental and other revenues                                 $   55,051                $   55,974             (1.6)%
Property operating and maintenance expenses
  (excluding depreciation and amortization)                   19,612                    20,727             (5.4)%
                                                          ----------                ----------
Same store net operating income (1)                       $   35,439                $   35,247              0.5%
                                                          ==========                ==========
Average economic occupancy                                      93.2%                     93.1%             0.1%
                                                          ==========                ==========
Average monthly rental rate per unit                      $      970                $      980             (1.0)%
                                                          ==========                ==========


SEQUENTIAL SAME STORE OPERATING RESULTS BY MARKET -
COMPARISON OF FOURTH QUARTER OF 2003 TO THIRD QUARTER 2003
(Increase (decrease) between periods)



                                                                 AVERAGE
                                                                 ECONOMIC
MARKET           REVENUES (1)      EXPENSES (1)      NOI (1)    OCCUPANCY
- ------           -----------       -----------       ------     ---------
                                                    
Atlanta             (2.0)%            (5.3)%          (0.1)%      (0.3)%
Dallas              (1.6)%            (3.9)%             -         0.8%
Tampa                0.3%             (7.2)%           5.3%         0.9%
Other (2)           (1.5)%            (7.7)%           1.8%        (0.4)%
                    ----              ----            ----        -----
 Total              (1.6)%            (5.4)%           0.5%         0.1%
                    ====              ====            ====        =====


(1)     See Table 2 on page 24 for a reconciliation of these components of same
        store net operating income and Table 1 on page 23 for a reconciliation
        of same store net operating income to GAAP income from continuing
        operations.

(2)     Includes communities located in Orlando, FL; Washington, DC; Houston,
        TX; Charlotte, NC and Nashville, TN. (1)

Copyright (C) 2004 Post Apartment Homes, LP All Rights Reserved                9



                              POST PROPERTIES, INC.
                           CONSOLIDATED BALANCE SHEETS
              (Dollars in thousands, except per share or unit data)



                                                                                        DECEMBER 31,    DECEMBER 31,
                                                                                            2003            2002
                                                                                        ------------    ------------
                                                                                                  
ASSETS
  Real estate assets
    Land                                                                                $   254,000     $    273,058
    Building and improvements                                                             1,883,582        1,976,809
    Furniture, fixtures and equipment                                                       214,002          246,634
    Construction in progress                                                                 12,946           92,945
    Investments in and advances to unconsolidated real estate entities                       74,786          182,285
    Land held for future development                                                         11,994           24,879
                                                                                        -----------     ------------
                                                                                          2,451,310        2,796,610
    Less: accumulated depreciation                                                         (432,157)        (426,136)
      Assets held for sale, net of accumulated depreciation of $74,614 and
      $17,829 at December 31, 2003 and 2002, respectively                                   145,238           73,061
                                                                                        -----------     ------------
      Total real estate assets                                                            2,164,391        2,443,535
  Cash and cash equivalents                                                                   1,334            6,390
  Restricted cash                                                                             2,065            1,369
  Deferred charges, net                                                                      12,285           15,584
  Other assets                                                                               35,376           41,273
                                                                                        -----------     ------------
      Total assets                                                                      $ 2,215,451     $  2,508,151
                                                                                        ===========     ============
LIABILITIES AND SHAREHOLDERS' EQUITY
  Notes payable                                                                         $ 1,186,322     $  1,414,555
  Accrued interest payable                                                                    6,923            8,994
  Dividend and distribution payable                                                          19,509           33,252
  Accounts payable and accrued expenses                                                      65,872           49,124
  Security deposits and prepaid rents                                                         7,890            8,250
                                                                                        -----------     ------------
    Total liabilities                                                                     1,286,516        1,514,175
                                                                                        -----------     ------------
  Minority interest of preferred unitholders in Operating Partnership                        70,000           70,000
                                                                                        -----------     ------------
  Minority interest of common unitholders in Operating Partnership                           62,409           90,277
                                                                                        -----------     ------------

  Shareholders' equity
    Preferred stock, $.01 par value, 20,000,000 authorized:
     8 1/2 % Series A Cumulative Redeemable Shares, liquidation preference $50 per
      share, 900,000 shares issued and outstanding                                                9                9
     7 5/8 % Series B Cumulative Redeemable Shares, liquidation preference $25 per
      share, 2,000,000 shares issued and outstanding                                             20               20
     7 5/8 % Series C Cumulative Redeemable Shares, liquidation preference $25 per
      share, 2,000,000 shares issued and outstanding                                             20               20
    Common stock, $.01 par value, 100,000,000 authorized:
     39,676,204 and 39,676,204 shares issued, 38,686,315 and 37,202,290 shares
      outstanding at December 31, 2003 and 2002, respectively                                   396              396
    Additional paid-in capital                                                              849,632          940,122
    Accumulated earnings                                                                          -                -
    Accumulated other comprehensive income                                                  (12,362)         (14,822)
    Deferred compensation                                                                    (4,424)            (639)
                                                                                        -----------     ------------
                                                                                            833,291          925,106
    Less common stock in treasury, at cost, 989,889 shares and 2,473,914 shares at
      December 31, 2003 and 2002, respectively                                              (36,765)         (91,407)
                                                                                        -----------     ------------
         Total shareholders' equity                                                         796,526          833,699
                                                                                        -----------     ------------
         Total liabilities and shareholders' equity                                     $ 2,215,451     $  2,508,151
                                                                                        ===========     ============


Copyright (C) 2004 Post Apartment Homes, LP All Rights Reserved               10



                              POST PROPERTIES, INC.
                            CONSOLIDATED DEBT SUMMARY
              (Dollars in thousands, except per share or unit data)
                                   (Unaudited)

SUMMARY OF OUTSTANDING DEBT AT DECEMBER 31, 2003



                                                                               WEIGHTED AVERAGE RATE (1)
                                                                             THREE MONTHS ENDED DECEMBER 31,
                                                            PERCENTAGE       -------------------------------
        TYPE OF INDEBTEDNESS                  BALANCE        OF TOTAL           2003              2002
        --------------------                 ----------     ----------          ----              ----
                                                                                      
Unsecured fixed rate senior notes            $  608,000        51.25%           7.43%             7.40%
Secured tax exempt variable rate notes (2)      214,380        18.07%           1.71%             2.10%

Secured conventional fixed rate notes           291,932        24.61%           6.77%             6.77%

Lines of credit                                  72,010         6.07%           1.90%             2.53%
                                             ----------       ------            ----              ----
                                             $1,186,322       100.00%           5.90%             5.79%
                                             ==========       ======            ====              ====




                                                           PERCENTAGE
                                              BALANCE     OF TOTAL DEBT
                                             ----------   -------------
                                                    
Total fixed rate debt                        $  899,932         75.9%
Total variable rate debt                        286,390         24.1%
                                             ----------       ------
  Total debt                                 $1,186,322       100.00%
                                             ==========       ======


DEBT MATURITIES



                                                                           WEIGHTED AVERAGE RATE
AGGREGATE DEBT MATURITIES BY YEAR (3)                  AMOUNT              ON DEBT MATURITIES (1)
- -------------------------------------                ----------            ----------------------
                                                                     
                2004                                 $   27,094                      7.04%
                2005                                    204,402 (4)                  7.83%
                2006                                     79,732                      6.98%
                2007                                    112,178                      7.16%
                2008                                      4,014                      6.52%
         2009 and thereafter                            686,892 (4)                  5.40%
                                                     ----------
                                                     $1,114,312
                                                     ==========


DEBT STATISTICS



                                                                                                    TWELVE MONTHS ENDED
                                                                                                        DECEMBER 31,
                                                                                                    --------------------
                                                                                                    2003            2002
                                                                                                    ----            ----
                                                                                                              
Interest coverage ratio (5)(6)                                                                       2.4x (9)        3.0x
Fixed charge coverage ratio (5)(7)                                                                   1.9x (9)        2.3x

Total debt as a % of undepreciated real estate (8)                                                  44.4%           49.0%
Total debt and preferred shares and units as % of undepreciated assets (8)                          52.5%           56.4%
Total debt as a % of undepreciated real estate (adjusted for joint venture partners' share
  of debt) (8)                                                                                      43.7%           47.1%
Total debt and preferred shares and units as % of undepreciated assets (adjusted for joint
  venture partners' share of debt) (8)                                                              51.8%           54.8%


(1)    Weighted average rate includes credit enhancements and other fees, where
       applicable. The weighted average rates for the three months ended
       December 31, 2002 are based on the debt outstanding for that period.

(2)    The Company has purchased interest rate cap arrangements that limit the
       Company's exposure to increases in the base rate to 5.00 percent.

(3)    Excludes outstanding balances on lines of credit of $72,010 maturing in
       2004. In January, 2004, the Company refinanced its primary unsecured
       revolving line of credit for 3-year term maturing in January 2007. The
       outstanding balance on this revolving line of credit was $60,000 at
       December 31, 2003.

(4)    Aggregate debt maturities for years ended in 2009 and thereafter include
       $100,000 of Mandatory Par Put Remarked Securities ("MOPPRS"). The MOPPRS
       mature in March 2015, but are subject to mandatory tender for remarketing
       in March 2005. In March 2005, if the remarking dealer elects not to
       remarket the MOPPRS, the Company is required to redeem the MOPPRS at par.
       If the remarketing dealer elects to remarket the securities in March
       2005, the interest rate on the MOPPRS will be established at a rate of
       5.715% plus the Company's applicable credit spread for Company securities
       with similar maturities. The MOPPRS may be redeemed, at the Company's
       option, immediately prior to their remarketing in March 2005 at an
       optional redemption price equal to the outstanding principal balance plus
       a prepayment penalty.

(5)    Calculated for the twelve months ended December 31, 2003 and 2002.

(6)    Interest coverage ratio is defined as net income available for debt
       service divided by interest expense. For purposes of this calculation,
       net income available for debt service represents income from continuing
       operations, before preferred or common minority interest, gains on
       property sales, severance, proxy and asset impairment charges, interest
       expense, depreciation and amortization. Net income available for debt
       service was also adjusted for the Company's share of depreciation and
       interest expense from unconsolidated entities and interest expense used
       in the calculation was adjusted to include the Company's share of
       interest expense from unconsolidated entities. The calculation of the
       interest coverage ratio is a non-GAAP financial measure. A reconciliation
       of net income available for debt service to income from continuing
       operations and interest expense to consolidated interest expense is
       included in Table 4 on page 25.

(7)    Fixed charge coverage ratio is defined as net income available for debt
       service divided by interest expense plus dividends to preferred
       shareholders and distributions to preferred unitholders. For purposes of
       this calculation, net income available for debt service represents
       earnings from continuing operations, before preferred or common minority
       interest, gains on property sales, severance, proxy and asset impairment
       charges, interest expense, depreciation and amortization. Net income
       available for debt service was also adjusted for the Company's share of
       depreciation and interest expense from unconsolidated entities and
       interest expense used in the calculation was adjusted to include the
       Company's share of interest expense from unconsolidated entities. The
       calculation of the fixed coverage ratio is a non-GAAP financial measure.
       A reconciliation of net income available for debt service to income from
       continuing operations and fixed charges to consolidated interest expense
       plus preferred dividends to shareholders and preferred distributions to
       unitholders is included in Table 4 on page 25.

(8)    At December 31, 2003, the Company has provided construction financing to
       one unconsolidated development joint ventures with the New York State
       Common Retirement Fund. 100% of this financing is included in the
       Company's debt and its real estate assets. At December 31, 2003 and 2002,
       the venture partner's share of the construction loans was $34,950 and
       $104,191, respectively. A computation of the debt ratios is included in
       Table 5 on page 26.

(9)    The interest coverage and fixed charge coverage ratios, including
       discontinued operations, for the twelve months ended December 31, 2003
       would be 2.5x and 2.0x, respectively.

Copyright (C) 2004 Post Apartment Homes, LP All Rights Reserved               11



                              POST PROPERTIES, INC.
                        CONSOLIDATED DEBT SUMMARY (CONT.)
              (Dollars in thousands, except per share or unit data)
                                   (Unaudited)

FINANCIAL DEBT COVENANTS - SENIOR UNSECURED PUBLIC NOTES



                                                                               ACTUAL RATIO AS OF
                        COVENANT REQUIREMENT (1)                                DECEMBER 31, 2003
- -----------------------------------------------------------------------------  ------------------
                                                                            
Consolidated Debt to Total Assets cannot exceed 60%                                     44%
Secured Debt to Total Assets cannot exceed 40%                                          19%
Total Unencumbered Assets to Unsecured Debt must be at least 1.50/1                  2.87/1
Consolidated Income Available for Debt Service Charge must be at least 1.50/1        2.53/1


(1)    A summary of the public debt covenant calculations and reconciliations of
       the financial components used in the public debt covenant calculations to
       the most comparable GAAP financial measures are detailed below.

RATIO OF CONSOLIDATED DEBT TO TOTAL ASSETS



                                                                             AS OF
                                                                       DECEMBER 31, 2003
                                                                       -----------------
                                                                    
 Consolidated debt, per balance sheet (A)                                $    1,186,322
                                                                         ==============
 Total assets, as defined (B) (Table A)                                  $    2,709,704
                                                                         ==============

 Computed ratio (A/B)                                                                44%
                                                                         ==============
 Required ratio (cannot exceed)                                                      60%
                                                                         ==============

RATIO OF SECURED DEBT TO TOTAL ASSETS

Secured conventional fixed rate notes                                    $      291,932
Secured tax exempt variable rate notes                                          214,380
                                                                         --------------
    Total secured debt (C)                                               $      506,312
                                                                         ==============

 Computed ratio (C/B)                                                                19%
                                                                         ==============
 Required ratio (cannot exceed)                                                      40%
                                                                         ==============

RATIO OF TOTAL UNENCUMBERED ASSETS TO UNSECURED DEBT

Consolidated debt, per balance sheet (A)                                 $    1,186,322
Total secured debt (C)                                                         (506,312)
                                                                         --------------
    Total unsecured debt (D)                                             $      680,010
                                                                         ==============
 Total unencumbered assets, as defined (E) (Table A)                     $    1,954,199
                                                                         ==============

 Computed ratio (E/D)                                                              2.87x
                                                                         ==============
 Required minimum ratio                                                            1.50x
                                                                         ==============

RATIO OF CONSOLIDATED INCOME AVAILABLE FOR DEBT SERVICE TO ANNUAL
  DEBT SERVICE CHARGE

Consolidated Income Available for Debt Service, as defined (F)
  (Table B)                                                              $      182,651
                                                                         ==============
Annual Debt Service Charge, as defined (G) (Table B)                     $       72,197
                                                                         ==============

 Computed ratio (F/G)                                                              2.53x
                                                                         ==============
 Required minimum ratio                                                            1.50x
                                                                         ==============


Copyright (C) 2004 Post Apartment Homes, LP All Rights Reserved               12



                              POST PROPERTIES, INC.
                        CONSOLIDATED DEBT SUMMARY (CONT.)
              (Dollars in thousands, except per share or unit data)
                                   (Unaudited)

TABLE A

CALCULATION OF TOTAL ASSETS AND TOTAL UNENCUMBERED ASSETS FOR PUBLIC
  DEBT COVENANT COMPUTATIONS



                                                                             AS OF
                                                                       DECEMBER 31, 2003
                                                                       -----------------
                                                                    
Total real estate assets                                                $    2,164,391

Add:
   Accumulated depreciation                                                    432,157
   Accumulated depreciation - assets held for sale                              74,614
   Other tangible assets (cash, restricted cash,
     other assets, exclusive of receivables)                                    38,542
                                                                        --------------
Total assets for public debt covenant computations                           2,709,704
Less:
   Encumbered real estate assets                                               755,505
Total unencumbered assets for public debt covenant computations
                                                                        --------------
                                                                        $    1,954,199
                                                                        ==============


TABLE B

CALCULATION OF CONSOLIDATED INCOME AVAILABLE FOR DEBT SERVICE AND
 ANNUAL DEBT SERVICE CHARGE FOR PUBLIC DEBT COVENANT COMPUTATIONS (1)



                                                                      TWELVE MONTHS ENDED
         CONSOLIDATED INCOME AVAILABLE FOR DEBT SERVICE                DECEMBER 31, 2003
         ----------------------------------------------                -----------------
                                                                   
Net income                                                              $       14,156
Add:
   Minority interests                                                            5,941
                                                                        --------------
Income before minority interest                                                 20,097

Add:
  Depreciation                                                                  83,700
  Depreciation (company share) of assets held in unconsolidated
   entities                                                                      1,568
  Depreciation of discontinued operations                                        6,276
  Amortization of deferred financing costs                                       3,801
  Severance charges                                                             21,506
  Proxy and related costs                                                        5,231
  Asset impairment charge                                                       14,118
  Interest expense                                                              64,905
  Interest expense (company share) of assets held in unconsolidated
   entities                                                                      1,337
  Interest expense of discontinued operations                                    5,955
Less:
  Gains on property sales (before minority interest)                           (37,448)
  Gains on property sales - unconsolidated entities                             (8,395)
                                                                        --------------

Consolidated income available for debt service                          $      182,651
                                                                        ==============

ANNUAL DEBT SERVICE CHARGE

Consolidated interest expense                                           $       64,905
Interest expense (company share) of assets held in unconsolidated
  entities                                                                       1,337
Interest expense of discontinued operations                                      5,955
                                                                        --------------
                                                                        $       72,197
                                                                        ==============


(1)    The actual calculation of these ratios requires the use of annual
       trailing financial data. These computations reflect 2003 results for
       comparison and presentation purposes. The computations using annual
       trailing financial data also reflect compliance with the debt covenants.

Copyright (C) 2004 Post Apartment Homes, LP All Rights Reserved               13



                              POST PROPERTIES, INC.
                           SUMMARY OF CONSTRUCTION AND
                          INITIAL LEASE-UP COMMUNITIES



                                                           ESTIMATED       AMOUNT                                   ESTIMATED
                                                          CONSTRUCTION      SPENT       QUARTER OF    QUARTER OF   QUARTER OF
                                              NUMBER OF        COST         AS OF      CONSTRUCTION  FIRST UNITS   STABILIZED
           METROPOLITAN AREA                    UNITS    ($ IN MILLIONS)  12/31/2003       START      AVAILABLE   OCCUPANCY (1)
           -----------------                  ---------  --------------   ----------   ------------  -----------  -------------
                                                                                                
WHOLLY OWNED CONSTRUCTION/LEASE-UP
  COMMUNITIES

NEW YORK CITY, NY
POST TOSCANA (TM)                                199        $    92         $   .92       1Q '02        1Q '03       1Q '04

SUBTOTAL WHOLLY-OWNED
                                                 ---        -------         -------
  CONSTRUCTION/LEASE-UP COMMUNITIES              199        $    92         $    92
                                                 ---        -------         -------
CO-INVESTMENT CONSTRUCTION/LEASE-UP
  COMMUNITIES

WASHINGTON D.C.
POST MASSACHUSETTS AVENUE(TM) (2)                269        $    72         $    72       2Q '01        4Q '02       1Q '04
                                                 ---        -------         -------
SUBTOTAL CO-INVESTMENT
  CONSTRUCTION/LEASE-UP COMMUNITIES              269        $    72         $    72
                                                 ---        -------         -------
CONSTRUCTION TOTALS                              468        $   164         $   164
                                                 ===        =======         =======
LESS PARTNERS' PORTION                                      $   (47)        $   (47)
                                                            -------         -------
POST PROPERTIES' FUNDING COMMITMENT                         $   117         $   117
                                                            =======         =======
WEIGHTED AVERAGE PROJECTED PROPERTY NET
  OPERATING INCOME AS A % OF TOTAL ESTIMATED
  CONSTRUCTION COST (3)                                        6.8%
                                                            =======


                                                  %        %
                                               LEASED   OCCUPIED
           METROPOLITAN AREA                  2/7/2004  2/7/2004
           -----------------                  --------  --------
                                                  
WHOLLY OWNED CONSTRUCTION/LEASE-UP
  COMMUNITIES

NEW YORK CITY, NY
POST TOSCANA (TM)                               92.5%     86.9%

SUBTOTAL WHOLLY-OWNED

  CONSTRUCTION/LEASE-UP COMMUNITIES

CO-INVESTMENT CONSTRUCTION/LEASE-UP
  COMMUNITIES

WASHINGTON D.C.
POST MASSACHUSETTS AVENUE(TM) (2)               90.7%     88.5%

SUBTOTAL CO-INVESTMENT
  CONSTRUCTION/LEASE-UP COMMUNITIES

CONSTRUCTION TOTALS

LESS PARTNERS' PORTION

POST PROPERTIES' FUNDING COMMITMENT

WEIGHTED AVERAGE PROJECTED PROPERTY NET
  OPERATING INCOME AS A % OF TOTAL ESTIMATED
  CONSTRUCTION COST (3)


(1)    The Company defines stabilized occupancy as the earlier to occur of (i)
       the attainment of 95% physical occupancy on the first day of any month or
       (ii) one year after completion of construction.

(2)    This community is being developed as a joint venture (Post equity
       ownership is 35%).

(3)    The calculation represents the aggregate projected unlevered property net
       operating income to be earned by each community in its first year of
       stabilized operations divided by aggregate estimated construction costs
       of the communities. The Company uses property net operating income as a
       management tool to measure the operating performance of its communities.

Copyright (C) 2004 Post Apartment Homes, LP All Rights Reserved               14



                             POST PROPERTIES, INC.
                              ASSET SALES SUMMARY



                                                                 GROSS PROCEEDS       GROSS
   PROPERTY NAME/PERIOD             LOCATION        YEAR BUILT      PER UNIT        PROCEEDS
- ---------------------------     -----------------   ----------   --------------   -------------
                                                                      
Q1 2002
Post Bay (R)                        Tampa, FL          1988      $       58,013
Post Court (R)(FL)               Clearwater, FL        1991              70,175
Post & Paddock (Industrial)     Grand Prairie, TX      1986                  (1)  $  41,900,000

Q2 2002
Post Village (R) (FL)               Tampa, FL       1989-1991    $       69,175
Post Commons (TM)                  Dallas, TX          1985              58,228
Post Residences(TM) (2)            Dallas, TX          1986              91,327
Post Parkwood (R) (TX)             Dallas, TX       1962-1970            73,958
Towne Crossing (Retail)           Mesquite, TX         1985                  (1)  $ 100,725,000

Q3 2002
Post Ascension (R)                Arlington, TX     1985-1995    $       59,880   $  10,000,000

Q4 2002
Post Fountains (TM)                Orlando, FL         1988      $       59,843   $  30,400,000
                                                                                  -------------
2002 YTD Total                                                                    $ 183,025,000
                                                                                  =============

Weighted Average Cap Rata -
    Apartment Assets - 2002                                                                8.30%(8)
                                                                                  =============

Q1 2003
Post West Avenue (3)               Austin, TX          2000      $      126,360   $  30,200,000 (4)

Q2 2003
Post Park (R)                     Atlanta, GA       1998-1990    $       78,156
Post Paseo Colorado               Pasadena, CA         2002             250,639   $ 158,180,000 (5)(6)

Q3 2003
None

Q4 2003
Post Hackberry Creek (R)            Dallas, TX       1988-1996   $       64,916
Post Roosevelt Square(TM) (7)       Phoenix AZ          2000             90,456   $  64,497,000
                                                                                  -------------
2003 YTD Total                                                                    $ 252,877,000
                                                                                  =============

Weighted Average Cap Rate -
    Apartment Assets - 2003                                                                6.10%(8)
                                                                                  =============


(1)    Commercial property acquired in the Columbus Realty Trust merger.

(2)    Includes approximately 14,000 square feet of retail space.

(3)    Includes approximately 7,400 square feet of retail space.

(4)    Excludes approximately $8.6 million in gross proceeds from the sale of
       land in Tampa, FL and Austin, TX.

(5)    Includes gross proceeds of $98.0 million from the sale of a property held
       in joint venture. The company's share of the sale proceeds, including
       repayment of the company's construction loan to the joint venture, was
       approximately $75.0 million.

(6)    Excludes approximately $2.6 million of gross proceeds from the sale of
       land in Dallas, TX.

(7)    Includes approximately 11,000 square feet of retail space.

(8)    Based on prior calendar year's net operating income after adjustments for
       management fee (3.0%) and capital reserves ($300/unit), except for Post
       Paseo Colorado, a recently completed development, which is based on
       projected stabilized net operating income.

Copyright (C) 2004 Post Apartment Homes, LP All Rights Reserved               15



                              POST PROPERTIES, INC.
                            CAPITALIZED COSTS SUMMARY
              (Dollars in thousands, except per share or unit data)
                                   (Unaudited)

The Company has a policy of capitalizing those expenditures relating to the
acquisition of new assets and the development and construction of new apartment
communities. In addition, the Company capitalizes expenditures that enhance the
value of existing assets and expenditures that substantially extend the life of
existing assets. All other expenditures necessary to maintain a community in
ordinary operating condition are expensed as incurred. Additionally, for new
development communities, carpet, vinyl and blind replacements are expensed as
incurred during the first five years (which corresponds to the estimated
depreciable life of these assets) after construction completion. Thereafter,
these replacements are capitalized. Further, the Company expenses as incurred
all interior and exterior painting of communities.

The Company capitalizes interest, real estate taxes, and certain internal
personnel and associated costs related to apartment communities under
development and construction. The internal personnel and associated costs are
capitalized to the projects under development based upon the effort identifiable
with such projects. The Company treats each unit in an apartment community
separately for cost accumulation, capitalization and expense recognition
purposes. Prior to the commencement of leasing activities, interest and other
construction costs are capitalized and are reflected on the balance sheet as
construction in progress. The Company ceases the capitalization of such costs as
the residential units in a community become substantially complete and available
for occupancy. This results in a proration of these costs between amounts that
are capitalized and expensed as the residential units in a development community
become available for occupancy. In addition, prior to the completion of units,
the Company expenses as incurred substantially all operating expenses (including
pre-opening marketing as well as property management and leasing personnel
expenses) of such communities.

A summary of community development improvements and other capitalized
expenditures for the three and twelve months ended December 31, 2003 and 2002 is
detailed below.



                                                                      THREE MONTHS ENDED           TWELVE MONTHS ENDED
                                                                         DECEMBER 31,                  DECEMBER 31,
                                                                  --------------------------    --------------------------
                                                                      2003           2002          2003           2002
                                                                  -----------    -----------    -----------    -----------
                                                                                                   
NEW COMMUNITY DEVELOPMENT AND ACQUISITION ACTIVITY                $     2,091    $    33,870    $    24,914    $   152,163
NON-RECURRING CAPITAL EXPENDITURES
 Revenue generating additions and improvements (1)                        403            730          1,240          2,035
 Other community additions and improvements (2)                         1,921          1,367          5,152          3,441
RECURRING CAPITAL EXPENDITURES
 Carpet replacements and other community additions
 and improvements (3)                                                   2,490          2,066          9,473          9,381
Corporate additions and improvements                                      278            177            799          1,100
                                                                  -----------    -----------    -----------    -----------
                                                                  $     7,183    $    38,210    $    41,578    $   168,120
                                                                  ===========    ===========    ===========    ===========
OTHER DATA
Capitalized interest                                              $       217    $     1,930    $     3,555    $    13,223
                                                                  ===========    ===========    ===========    ===========
Capitalized personnel and associated costs (4)                    $         -    $     1,201    $     1,566    $     5,196
                                                                  ===========    ===========    ===========    ===========


(1)    Represents expenditures for major renovations of communities, water
       sub-metering equipment and other unit upgrade costs that enhance the
       rental value of such units.

(2)    Represents property improvement expenditures that generally occur less
       frequently than on an annual basis.

(3)    Represents property improvement expenditures of a type that are expected
       to be incurred on an annual basis.

(4)    Reflects personnel and associated costs capitalized to construction and
       development activities.

Copyright (C) 2004 Post Apartment Homes, LP All Rights Reserved               16



                              POST PROPERTIES, INC.
               INVESTMENTS IN UNCONSOLIDATED REAL ESTATE ENTITIES
              (Dollars in thousands, except per share or unit data)
                                   (Unaudited)

At December 31, 2003, the Company holds investments in three individual limited
liability companies (the "Property LLCs") with an institutional investor. Each
Property LLC owns a newly developed apartment community. At December 31, 2003,
two of the apartment communities had achieved stabilized occupancy and one
apartment community was in initial lease-up. The Company holds a 35% equity
interest in the Property LLCs. The initial development costs of the apartment
communities were funded through member equity contributions proportionate to the
members' ownership interests and through construction financing provided by the
Company. In June 2003, the underlying apartment community held by a fourth
Property LLC was sold. The financial information below for the twelve months
ended December 31, 2003 reflects the gain on property sale of $8,395 and the
operating results of this Property LLC through the sale date. The Company's
share of this gain is included in the Company's share of net income (loss) shown
in the table below.

The Company accounts for its investments in these Property LLCs using the equity
method of accounting. The excess of the Company's investment over its equity in
the underlying net assets of the Property LLCs was approximately $6,740 at
December 31, 2003. This excess investment is being amortized as a reduction to
earnings on a straight-line basis over the lives of the related assets. The
Company provides real estate services (development, construction and property
management) to the Property LLCs.

The operating results of the Company include its proportionate share of net
income (loss) from the investments in the Property LLCs. A summary of financial
information for the Property LLCs in the aggregate is as follows:



                                                                  DECEMBER 31,   DECEMBER 31,
          Balance Sheet Data                                          2003          2002
- -----------------------------------------                         -----------    -----------
                                                                           
Real estate assets, net                                           $   127,513    $   198,854
Cash and other                                                          2,516          2,330
                                                                  -----------    -----------
Total assets                                                      $   130,029    $   201,184
                                                                  ===========    ===========
Mortgage notes payable                                            $    33,763    $         -
Construction notes payable to Company (1)                              53,769        160,294
Other liabilities                                                       1,742          3,975
                                                                  -----------    -----------
Total liabilities                                                      89,274        164,269
Members' equity                                                        40,755         36,915
                                                                  -----------    -----------
Total liabilities and members' equity                             $   130,029    $   201,184
                                                                  ===========    ===========
Company's equity investment                                       $    21,017    $    21,991
                                                                  ===========    ===========
Company's share of notes payable                                  $    30,636    $    56,103
                                                                  ===========    ===========




                                                                      THREE MONTHS ENDED           TWELVE MONTHS ENDED
                                                                         DECEMBER 31,                  DECEMBER 31,
                                                                  --------------------------------------------------------
         INCOME STATEMENT DATA                                        2003           2002          2003           2002
- -------------------------------------                             -----------    -----------    -----------    -----------
                                                                                                   
Revenue
   Rental                                                         $     2,916    $     1,286    $     9,350    $     3,174
   Other                                                                  112             98            470            322
                                                                  -----------    -----------    -----------    -----------
   Total revenues                                                       3,028          1,384          9,820          3,496
                                                                  -----------    -----------    -----------    -----------
Expenses
   Property operating and maintenance                                   1,196            783          4,497          2,578
   Depreciation                                                           959            647          3,757          1,990
   Interest                                                               765            543          3,061          1,601
                                                                  -----------    -----------    -----------    -----------
   Total expenses                                                       2,920          1,973         11,315          6,169
                                                                  -----------    -----------    -----------    -----------

Income (loss) from continuing operations                                  108           (589)        (1,495)        (2,673)
                                                                  -----------    -----------    -----------    -----------

Discontinued operations
   Loss from discontinued operations                                      (86)          (319)          (274)        (1,871)
   Gain on property sale                                                    -              -         26,179              -
                                                                  -----------    -----------    -----------    -----------
   Income (loss) from discontinued operations                             (86)          (319)        25,905         (1,871)
                                                                  -----------    -----------    -----------    -----------

Net income (loss)                                                 $        22    $      (908)   $    24,410    $    (4,544)
                                                                  ===========    ===========    ===========    ===========

Company's share of net income (loss)                              $        23    $      (306)   $     7,791    $    (1,590)
                                                                  ===========    ===========    ===========    ===========


(1)    All of the Company's construction financing to these unconsolidated real
       estate entities is included in the Company's outstanding debt and real
       estate assets. At December 31, 2003 and 2002, the venture partner's share
       of the construction loans was $34,950 and $104,191, respectively.

Copyright (C) 2004 Post Apartment Homes, LP All Rights Reserved               17


The Company has committed construction financing to one of the Property LLCs
totaling $56,696 ($53,769 funded at December 31, 2003). This loan earns interest
at LIBOR plus 1.75% and is secured by the apartment community. The loan matures
in November 2004 and is expected to be repaid from the proceeds of a permanent
project financing. In the first quarter of 2003, one of the Property LLCs repaid
its outstanding construction note payable to the Company of $24,071 through the
proceeds from a third-party non-recourse permanent mortgage note totaling
$17,000 and from member equity contributions. The mortgage note bears interest
at 4.28%, requires monthly principal and interest payments based on a 30-year
amortization schedule and matures in March 2008. In the fourth quarter of 2003,
a second Property LLC repaid its outstanding construction note payable to the
Company of $28,710 through the proceeds from a third-party non-recourse
permanent mortgage note totaling $17,000 and from member equity contributions.
The mortgage note bears interest at 4.04%, requires interest only payments and
matures in December 2008.

As part of the development and construction services agreements entered into
between the Company and the Property LLCs, the Company guaranteed the maximum
total amount for certain construction cost categories subject to aggregate
limits. The Company's remaining maximum exposure for the fourth Property LLC
totals approximately $5,200. The Company does not currently expect to be
required to fund any guarantees relating to this Property LLC. Additionally,
under these agreements, the Company was subject to project completion
requirements, as defined. As of December 31, 2003, the Company had met its
remaining completion date requirement and will not be subject to any additional
costs.

Copyright(C)2004 Post Apartment Homes, LP All Rights Reserved                 18


                              POST PROPERTIES, INC.
                    NET ASSET VALUE SUPPLEMENTAL INFORMATION
              (Dollars in thousands, except per share or unit data)
                                   (Unaudited)

This supplemental financial and other data provides adjustments to certain GAAP
financial measures and Net Operating Income, which is a supplemental non-GAAP
financial measure, that the Company makes internally to calculate Net Asset
Value ("NAV"). In addition, the company believes that investors and analysts use
similar measures in estimating the company's NAV. These measures, as adjusted,
are supplemental non-GAAP financial measures. With the exception of Net
Operating Income, the most comparable GAAP measure for each of the non-GAAP
measures presented below in the "As Adjusted" column is the corresponding number
presented in the first column listed below. In the information below, the
company presents Net Operating Income for the quarter ended December 31, 2003
for properties stabilized by the beginning of the quarter ended December 31,
2003 so that a capitalization rate may be applied and an approximate value for
the assets determined. Properties not stabilized by the beginning of the quarter
ended December 31, 2003 are presented at full undepreciated cost. Other tangible
assets are also presented, as well as total liabilities and the liquidation
value of preferred shares and units. The Company believes it is important to
provide these measures to allow investors to easily come to their own
calculations of NAV. The Company also believes that internal and external NAV
estimates are a useful benchmark of the value of the company's assets over time
and provide a useful measure for analyzing the company's trading price on the
New York Stock Exchange.

FINANCIAL DATA
(In thousands)



                                                          THREE MONTHS ENDED                            AS
                INCOME STATEMENT DATA                       DECEMBER, 2003       ADJUSTMENTS          ADJUSTED
- -------------------------------------------------------   ------------------    -------------       ------------
                                                                                           
Rental revenues                                             $      70,540        $      5,884  (1)  $     76,424
Other property revenues                                             2,198                 246  (1)         2,444
                                                            -------------        ------------       ------------
     Total rental and other revenues (A)                           72,738               6,130             78,868
Property operating & maintenance expenses
   (excluding depreciation and amortization) (B)                   30,393              (1,921) (1)        28,472
                                                            -------------        ------------       ------------
Property net operating income (Table 1) (A-B)               $      42,345        $      8,051       $     50,396
                                                            =============        ============       ============

Apartment units represented                                        28,081                (726) (2)        27,355




                                                                AS OF                                   AS
                   OTHER ASSET DATA                       DECEMBER 31, 2003       ADJUSTMENTS         ADJUSTED
- -------------------------------------------------------   ------------------    -------------       ------------
                                                                                           
Cash & equivalents                                          $       1,334       $           -       $      1,334
Construction in progress                                           12,946              91,906  (3)       104,852
Land held for development or sale                                  11,994              10,166  (4)        22,160
Investments in and advances to unconsolidated real
   estate entities (including construction loans
   receivable)                                                     74,786             (21,017) (5)        53,769
Other assets (6)                                                   37,441                   -             37,441
Total assets of unconsolidated real estate entities (7)     $     130,029       $    (105,234) (7)  $     24,795

LIABILITY DATA
Tax-exempt debt                                                   214,380                   -            214,380
Other notes payable                                               971,942                   -            971,942
Other liabilities (8)                                             100,194                   -            100,194
Total liabilities of unconsolidated
   real estate entities (9)                                        89,274            (58,028)  (9)        31,246

OTHER DATA
Liquidation value of preferred shares                       $     145,000       $           -       $    145,000
Liquidation value of preferred units                        $      70,000       $           -       $     70,000

Common shares outstanding                                          38,686                   -             38,686
Common units outstanding                                            3,668                   -              3,668


(1)  The adjustments reflect a reduction in rental revenues ($1,109) and other
     property revenues ($9) and property operating and maintenance expenses
     (excluding depreciation and amortization) ($545) from a property that had
     not reached a stabilized occupancy of 95% by December 31, 2003 (Post
     Toscana). The adjustments also include additions for the rental revenues
     ($8,099) and other property revenues ($350) and property operating and
     maintenance expenses (excluding depreciation and amortization) ($3,229) of
     held for sale properties included in discontinued operations and for the
     company's 35% share of rental revenues ($521) and other property revenues
     ($29) and property operating and maintenance expenses (excluding
     depreciation and amortization) ($221) from Post Biltmore and Post
     Peachtree, properties accounted for on the equity method of accounting. In
     addition, the adjustments reflect a reduction of rental revenues ($1,629)
     and other revenues ($124) and property operating and maintenance expenses
     (excluding depreciation and amortization) ($1,733) relating to the
     company's corporate apartment business. Lastly, the adjustment to operating
     and maintenance expenses (excluding depreciation and amortization) also
     includes a reduction for corporate property management expenses ($3,093).

Copyright(C)2004 Post Apartment Homes, LP All Rights Reserved                 19


(2)  The adjustment reflects a reduction of total apartment units for
     properties that had not reached a stabilized occupancy of 95% by December
     31, 2003 (Post Toscana(TM) and Post Massachusetts Avenue(TM) - 468 unit
     total reduction) and a reduction of 65% of the 276 units at Post
     Biltmore(TM) (179 unit reduction) and the 121 units at Post Peachtree(TM)
     (a 79 unit reduction) to adjust the Post Biltmore(TM) and Post
     Peachtree(TM) units to the company's 35% share of the units.

(3)  The adjustment reflects the amount required for the "As Adjusted" amount to
     equal the aggregate cost investment in projects that had not reached a
     stabilized occupancy of 95% as of December 31, 2003 (Post Toscana(TM)).

(4)  The adjustment reflects land parcels included on the balance sheet as a
     component of assets held for sale.

(5)  The "As of December 31, 2003" amount represents the Company's investment in
     and advances to unconsolidated entities. The adjustment reflects the
     company's equity investments in unconsolidated entities. The "As Adjusted"
     amount represents the construction loans receivable from the unconsolidated
     entities.

(6)  These amounts consist of restricted cash and other assets, per the
     Company's balance sheet.

(7)  The "As of December 31, 2003" amount represents total assets of
     unconsolidated entities. The adjustment includes the additions to add back
     the accumulated depreciation of such assets ($5,939) and a reduction for
     the venture partner's 65% share of assets before accumulated depreciation
     of Post Massachusetts Avenue(TM) ($44,885). The adjustment also includes a
     reduction for all of the undepreciated real estate assets ($65,125) and a
     reduction for the venture partners' 65% share of cash and other assets
     ($1,163) of the company's Post Biltmore(TM) and Post Peachtree(TM) projects
     as those projects reached stabilized occupancy prior to December 31, 2003.
     The "As Adjusted" amount represents the company's 35% share of
     undepreciated real estate assets of Post Massachusetts Avenue(TM) plus the
     company's 35% share of the cash and other assets of all of the
     unconsolidated entities.

(8)  These amounts consist of the sum of accrued interest payable, dividends and
     distributions payable, accounts payable and accrued expenses and security
     deposits and prepaid rents as reflected on the company's balance sheet.

(9)  The "As of December 31, 2003" amount represents total liabilities of
     unconsolidated entities. The adjustment represents a reduction for the
     venture partner's 65% share of liabilities of unconsolidated entities. The
     "As Adjusted" amount represents the Company's 35% share of liabilities of
     unconsolidated entities.

Copyright(C)2004 Post Apartment Homes, LP All Rights Reserved                 20


                              POST PROPERTIES, INC.
               NON-GAAP FINANCIAL MEASURES AND OTHER DEFINED TERMS
              (Dollars in thousands, except per share or unit data)
                                   (Unaudited)

DEFINITIONS OF SUPPLEMENTAL NON-GAAP FINANCIAL MEASURES AND OTHER DEFINED TERMS

The company uses certain non-GAAP financial measures and other defined terms in
this accompanying Supplemental Financial Data. These non-GAAP financial measures
include FFO, FAD, net operating income, same store capital expenditures, net
income, FFO and FAD excluding certain accounting charges, certain debt
statistics and ratios and economic gains on property sales. The definitions of
these non-GAAP financial measures are summarized below. The company believes
that these measures are helpful to investors in measuring financial performance
and/or liquidity and comparing such performance and/or liquidity to other REITS.

     FUNDS FROM OPERATIONS - The company uses FFO as an operating measure. The
     company uses the NAREIT definition of FFO. FFO is defined by NAREIT to mean
     net income (loss) available to common shareholders determined in accordance
     with GAAP, excluding gains (losses) from extraordinary items and sales of
     property, plus depreciation and amortization of real estate assets, and
     after adjustment for unconsolidated partnerships and joint ventures all
     determined on a consistent basis in accordance with GAAP. In October 2003,
     NAREIT issued additional guidance modifying the definition of FFO. The
     first modification revised the treatment of asset impairment losses and
     impairment losses incurred to write-down assets to their fair value at the
     date assets are classified as held for sale, to include such losses in FFO.
     Previously, such losses were excluded from FFO consistent with the
     treatment of gains and losses on property sales. The second modification
     clarified the treatment of original issue costs and premiums paid on
     preferred stock redemptions to deduct such costs and premiums in
     determining FFO available to common shareholders. This modification was
     consistent with the recently clarified treatment of these costs under GAAP.
     The company adopted the modifications to the definition of FFO effective
     with its reported results for the third quarter of 2003. Prior period and
     prior year presentations of FFO have been restated to conform with the
     revised definition of FFO. FFO presented in the company's press release and
     Supplemental Financial Data is not necessarily comparable to FFO presented
     by other real estate companies because not all real estate companies use
     the same definition. The company's FFO is comparable to the FFO of real
     estate companies that use the current NAREIT definition.

     Accounting for real estate assets using historical cost accounting under
     GAAP assumes that the value of real estate assets diminishes predictably
     over time. NAREIT stated in its April 2002 White Paper on Funds from
     Operations that "since real estate asset values have historically risen or
     fallen with market conditions, many industry investors have considered
     presentations of operating results for real estate companies that use
     historical cost accounting to be insufficient by themselves." As a result,
     the concept of FFO was created by NAREIT for the REIT industry to provide
     an alternate measure. Since the company agrees with the concept of FFO and
     appreciates the reasons surrounding its creation, the company believes that
     FFO is an important supplemental measure of operating performance. In
     addition, since most equity REITs provide FFO information to the investment
     community, the company believes that FFO is a useful supplemental measure
     for comparing the company's results to those of other equity REITs. The
     company believes that the line on its consolidated statement of operations
     entitled "net income available to common shareholders" is the most directly
     comparable GAAP measure to FFO. The company also computes a dividend payout
     ratio using dividends declared during the quarter divided by FFO per
     diluted share in order to provide investors with one alternate earnings
     measure to compare the relationship of FFO to the company's quarterly
     dividends and distributions.

     FUNDS AVAILABLE FOR DISTRIBUTION - The company also uses funds available
     for distribution ("FAD") as an operating measure. FAD is defined as FFO
     less operating capital expenditures. The company believes that FAD is an
     important supplemental measure of operating performance for an equity REIT
     because it provides investors with an indication of the REIT's ability to
     fund operating capital expenditures through earnings. In addition, since
     most equity REITs provide FAD information to the investment community, the
     company believes that FAD is a useful supplemental measure for comparing
     the company to other equity REITs. The company believes that the line on
     its consolidated statement of operations entitled "net income available to
     common shareholders" is the most directly comparable GAAP measure to FAD.
     The company also computes a dividend payout ratio using dividends declared
     during the quarter divided by FAD per diluted share in order to provide
     investors with one alternate earnings measure to compare the relationship
     of FAD to the company's quarterly dividends and distributions.

     PROPERTY NET OPERATING INCOME - The company uses property NOI, including
     same store NOI and same store NOI by market, as an operating measure. NOI
     is defined as rental and other revenues from real estate operations less
     total property and maintenance expenses from real estate operations
     (exclusive of depreciation and amortization). The company believes that NOI
     is an important supplemental measure of operating performance for a REIT's
     operating real estate because it provides a measure of the core operations,
     rather than factoring in depreciation and amortization, financing costs and
     general and administrative expenses generally incurred at the corporate
     level. This measure is particularly useful, in the opinion of the company,
     in evaluating the performance of geographic operations, same store
     groupings and individual properties. Additionally, the company believes
     that NOI, as defined, is a widely accepted measure of comparative operating
     performance in the real estate investment community. The company believes
     that the line on its consolidated statement of operations entitled "income
     from continuing operations" is the most directly comparable GAAP measure to
     NOI.

     SAME STORE CAPITAL EXPENDITURES - The company uses same store recurring and
     non-recurring capital expenditures as cash flow measures. Same store
     recurring and non-recurring capital expenditures are supplemental non-GAAP
     financial measures. The company believes that same store recurring and
     non-recurring capital expenditures are important indicators of the costs
     incurred by the company in maintaining its same store communities on an
     ongoing basis. The corresponding GAAP measures include information with
     respect to the company's other operating segments consisting of communities
     stabilized in the prior year, lease-up communities, and sold communities in
     addition to same store information. Therefore, the company believes that
     the company's presentation of same store

Copyright(C)2004 Post Apartment Homes, LP All Rights Reserved                 21


     recurring and non-recurring capital expenditures is necessary to
     demonstrate same store replacement costs over time. The company believes
     that the most directly comparable GAAP measure to same store recurring and
     non-recurring capital expenditures are the lines on the company's
     consolidated statements of cash flows entitled "recurring capital
     expenditures" and "non-recurring capital expenditures."

     NET INCOME, FFO AND FAD EXCLUDING CERTAIN CHARGES - The company uses net
     income, FFO and FAD excluding certain severance, proxy and impairment
     charges as operating measures. The company reports net income, FFO and FAD
     excluding certain charges as alternative financial measures of core
     operating performance. The company believes net income, FFO and FAD before
     charges are informative measures for comparing operating performance
     between periods and for comparing operating performance to other companies
     that have not incurred such charges. The company further believes that
     charges of the nature incurred in 2003 and 2002 are not necessarily
     repetitive in nature and that it is therefore meaningful to compare
     operating performance using alternative, non-GAAP measures. In addition,
     the company believes the investment and analyst communities desire to
     understand the meaningful components of the company's performance and that
     these non-GAAP measures assist in providing such supplemental measures. The
     company believes that the most directly comparable GAAP financial measures
     to each of net income, FFO and FAD, excluding certain charges, is the line
     on the company's consolidated statements of operations entitled "net income
     (loss) available to common shareholders." The company computes dividend
     payout ratios using dividends declared during the quarter divided by FFO
     and FAD per diluted share, excluding certain charges in order to provide
     investors with alternate earnings measures to compare the relationship of
     FFO and FAD, excluding certain charges, to the company's quarterly
     dividends and distributions.

     DEBT STATISTICS AND DEBT RATIOS - The company uses a number of debt
     statistics and ratios as supplemental measures of liquidity. The numerator
     and/or the denominator of certain of these statistics and/or ratios include
     non-GAAP financial measures that have been reconciled to the most directly
     comparable GAAP financial measure. These debt statistics and ratios
     include: (1) an interest coverage ratio; (2) a fixed charge coverage ratio;
     (3) total debt as a percentage of undepreciated real estate (unadjusted and
     adjusted for joint venture partners' share of debt); (4) total debt plus
     preferred shares and units as a percentage of undepreciated real estate
     (total debt unadjusted and adjusted for joint venture partners' share of
     debt); (5) a ratio of consolidated debt to total assets; (6) a ratio of
     secured debt to total assets; (7) a ratio of total unencumbered assets to
     unsecured debt; and (8) a ratio of consolidated income available to debt
     service to annual debt service charge. A number of these debt statistics
     and ratios are derived from covenants found in the company's debt
     agreements, including, among others, the company's senior unsecured notes.
     In addition, the company presents these measures because the degree of
     leverage could affect the company's ability to obtain additional financing
     for working capital, capital expenditures, acquisitions, development or
     other general corporate purposes. The company uses these measures
     internally as an indicator of liquidity and the company believes that these
     measures are also utilized by the investment and analyst communities to
     better understand the company's liquidity.

     ECONOMIC GAINS ON PROPERTY SALES - The company uses economic gains on
     property sales as a supplemental measure of operating performance. Economic
     gains on property sales are defined as gains on property sales in
     accordance with GAAP, before accumulated depreciation and any prior period
     write-downs for asset impairment charges on such assets. The company
     believes economic gains on property sales is an important supplemental
     measure to gains on property sales in accordance with GAAP because it
     assists investors and analysts in understanding the relationship between
     the cash proceeds from the sale of an asset and the cash invested in that
     asset. The company believes the line on its consolidated statement of
     operations entitled "gains on property sales - discontinued operations" is
     the most directly comparable GAAP measure to economic gains on property
     sales.

     AVERAGE ECONOMIC OCCUPANCY - The company uses average economic occupancy as
     a statistical measure of operating performance. The company defines average
     economic occupancy as gross potential rent less vacancy losses, model
     expenses and bad debt expenses divided by gross potential rent for the
     period, expressed as a percentage.

Copyright(C)2004 Post Apartment Homes, LP All Rights Reserved                 22


RECONCILIATIONS OF SUPPLEMENTAL NON-GAAP FINANCIAL MEASURES

TABLE 1

RECONCILIATION OF SAME STORE NET OPERATING INCOME (NOI) TO INCOME (LOSS) FROM
CONTINUING OPERATIONS (Dollars in thousands)



                                                            THREE MONTHS ENDED                       TWELVE MONTHS ENDED
                                                --------------------------------------------  -------------------------------
                                                 DECEMBER 31    DECEMBER 31,  SEPTEMBER 30,     DECEMBER 31,    DECEMBER 31,
                                                     2003           2002           2003             2003            2002
                                                 ------------  -------------  --------------  --------------  ---------------
                                                                                               
Total same store NOI                             $    35,439    $    37,167    $    35,247      $   141,419     $   150,543
Property NOI from other operating segments             6,906          6,322          6,763           26,330          20,093
                                                 -----------    -----------    -----------      -----------     -----------
Consolidated property NOI                             42,345         43,489         42,010          167,749         170,636
Add:
   Interest income                                       187            286            223              894           1,288
   Minority interest in consolidated property
    partnerships                                         665            576            677            2,024           2,055
   Gains on property sales - continuing
    operations                                             -              -              -                -          13,275
Less:
   Depreciation                                      (21,603)       (21,124)       (21,553)         (83,700)        (76,760)
   Interest                                          (15,914)       (14,650)       (17,122)         (64,905)        (52,035)
   Amortization of deferred loan costs                  (962)          (616)        (1,084)          (3,801)         (2,327)
   General and administrative                         (4,400)        (3,450)        (3,735)         (15,102)        (14,431)
   Development costs and other expenses               (1,298)          (694)          (277)          (2,138)           (830)
   Severance charges                                       -              -              -          (21,506)              -
   Proxy and related costs                                 -              -              -           (5,231)              -
   Equity in income (losses) of unconsolidated
    entities                                              23           (306)            60            7,791          (1,590)
   Minority interest of preferred unitholders         (1,400)        (1,400)        (1,400)          (5,600)         (5,600)
   Minority interest of common unitholders               393            101            457            3,552          (2,681)
                                                 -----------    -----------    -----------      -----------     -----------
Income (loss) from continuing operations         $    (1,964)   $     2,212    $    (1,744)     $   (19,973)    $    31,000
                                                 ===========    ===========    ===========      ===========     ===========


Copyright(C)2004 Post Apartment Homes, LP All Rights Reserved                 23


TABLE 2

SAME STORE NET OPERATING INCOME (NOI) SUMMARY BY MARKET
(Dollars in thousands)



                                                            THREE MONTHS ENDED
                                           ---------------------------------------------------     4Q'03 VS       4Q'03 VS
                                             DECEMBER 31,      DECEMBER 31,     SEPTEMBER 30,        4Q'02          3Q'03
                                                 2003              2002              2003          % CHANGE        % CHANGE
                                           ---------------   ---------------  ----------------    -----------    ------------
                                                                                                  
Rental and other revenues
   Atlanta                                   $    32,092       $    33,094       $    32,740         (3.0)%         (2.0)%
   Dallas                                         12,009            12,078            12,200         (0.6)%         (1.6)%
   Tampa                                           4,414             4,368             4,400          1.1%           0.3%
   Other                                           6,536             6,501             6,634          0.5%          (1.5)%
                                             -----------       -----------       -----------
     Total rental and other revenues              55,051            56,041            55,974         (1.8)%         (1.6)%
                                             -----------       -----------       -----------
Property operating and maintenance
  expenses
  (exclusive of depreciation and
  amortization)
   Atlanta                                        11,109            10,986            11,727          1.1%          (5.3)%
   Dallas                                          4,748             4,214             4,941         12.7%          (3.9)%
   Tampa                                           1,626             1,591             1,753          2.2%          (7.2)%
   Other                                           2,129             2,083             2,306          2.2%          (7.7)%
                                             -----------       -----------       -----------
     Total                                        19,612            18,874            20,727          3.9%          (5.4)%
                                             -----------       -----------       -----------
Net operating income
   Atlanta                                        20,983            22,108            21,013         (5.1)%         (0.1)%
   Dallas                                          7,261             7,864             7,259         (7.7)%          0.0%
   Tampa                                           2,788             2,777             2,647          0.4%           5.3%
   Other                                           4,407             4,418             4,328         (0.2)%          1.8%
                                             -----------       -----------       -----------
     Total same store NOI                    $    35,439       $    37,167       $    35,247         (4.6)%          0.5%
                                             ===========       ===========       ===========




                                                          TWELVE MONTHS ENDED
                                                             DECEMBER 31,
                                                      ----------------------------
                                                            2003          2002        % CHANGE
                                                      ----------------------------  -------------
                                                                           
Rental and other revenues
   Atlanta                                             $   129,601   $   135,492        (4.3)%
   Dallas                                                   48,371        49,677        (2.6)%
   Tampa                                                    17,464        18,197        (4.0)%
   Other                                                    26,156        26,111         0.2%
                                                       -----------   -----------
     Total rental and other revenues                       221,592       229,477        (3.4)%
                                                       -----------   -----------
Property operating and maintenance expenses
  (exclusive of depreciation and amortization)
   Atlanta                                                  44,891        43,867         2.3%
   Dallas                                                   19,479        19,232         1.3%
   Tampa                                                     6,772         6,823        (0.7)%
   Other                                                     9,031         9,012         0.2%
                                                       -----------   -----------
     Total                                                  80,173        78,934         1.6%
                                                       -----------   -----------
Net operating income
   Atlanta                                                  84,710        91,625        (7.5)%
   Dallas                                                   28,892        30,445        (5.1)%
   Tampa                                                    10,692        11,374        (6.0)%
   Other                                                    17,125        17,099         0.2%
                                                       -----------   -----------
     Total same store NOI                              $   141,419   $   150,543        (6.1)%
                                                       ===========   ===========


Copyright(C)2004 Post Apartment Homes, LP All Rights Reserved                 24


TABLE 3

RECONCILIATION OF SEGMENT CASH FLOW DATA TO STATEMENTS OF CASH FLOWS
(Dollars in thousands)



                                                                      THREE MONTHS ENDED           TWELVE MONTHS ENDED
                                                                         DECEMBER 31,                  DECEMBER 31,
                                                                 ---------------------------     ---------------------------
                                                                      2003           2002          2003           2002
                                                                 -------------  ------------     ------------  -------------
                                                                                                   
Recurring capital expenditures by operating segment
Same store                                                        $     1,951    $     1,530    $     7,108    $     6,149
Partially stabilized                                                        8             22             50             54
Construction and lease-up                                                  32             12             74             67
Other segments                                                            499            502          2,241          3,111
                                                                  -----------    -----------    -----------    -----------
Total recurring capital expenditures per statements of cash
flows                                                             $     2,490    $     2,066    $     9,473    $     9,381
                                                                  ===========    ===========    ===========    ===========
Non-recurring capital expenditures by operating segment
Same store                                                        $     1,490    $       258    $     3,704    $     1,487
Partially stabilized                                                       26             33             68             48
Construction and lease-up                                                 287              3            335             14
Other segments                                                            118          1,073          1,045          1,892
                                                                  -----------    -----------    -----------    -----------
Total non-recurring capital expenditures per statements of cash
flows                                                             $     1,921    $     1,367    $     5,152    $     3,441
                                                                  ===========    ===========    ===========    ===========


TABLE 4

COMPUTATION OF INTEREST AND FIXED CHARGE COVERAGE RATIOS
(Dollars in thousands)



                                                                           TWELVE MONTHS ENDED
                                                                               DECEMBER 31,
                                                                 -------------------------------------
                                                                        2003                2002
                                                                 -----------------   -----------------
                                                                               
Income (loss) from continuing operations                            $   (19,973)        $    31,000

Minority interest of common unitholders                                  (3,552)              2,681
Minority interest of preferred unitholders                                5,600               5,600
Gains on property sales                                                       -             (13,275)
Gains on property sales - unconsolidated entities                        (8,395)                  -
Depreciation expense                                                     83,700              76,760
Depreciation (company share) of assets held in unconsolidated
entities                                                                  1,568               1,104
Interest expense                                                         64,905              52,035
Interest expense (company share) of assets held in
  unconsolidated entities                                                 1,337                 972
Amortization of deferred financing costs                                  3,801               2,327
Severance charges                                                        21,506                   -
Proxy and related costs                                                   5,231                   -
                                                                    -----------         -----------
Income available for debt service (A)                               $   155,728         $   159,204
                                                                    ===========         ===========

Interest expense                                                    $    64,905         $    52,035
Interest expense (company share) of assets held in
  unconsolidated entities                                                 1,337                 972
                                                                    -----------         -----------
Interest expense for purposes of computation (B)                         66,242              53,007
Dividends and distributions to preferred shareholders and
unitholders                                                              17,049              17,049
                                                                    -----------         -----------
Fixed charges for purposes of computation (C)                       $    83,291         $    70,056
                                                                    ===========         ===========
Interest coverage ratio (A/B) (1)                                           2.4x                3.0x
                                                                    ===========         ===========

Fixed charge coverage ratio (A/C) (1)                                       1.9x                2.3x
                                                                    ===========         ===========


(1)    The interest coverage and fixed charge coverage ratios, including
       discontinued operations, for the twelve months ended December 31, 2003
       would be 2.5x and 2.0x, respectively.

Copyright(C)2004 Post Apartment Homes, LP All Rights Reserved                 25


TABLE 5

COMPUTATION OF DEBT RATIOS
(Dollars in thousands)



                                                                  AS OF                  AS OF
                                                            DECEMBER 31, 2003      DECEMBER 31, 2002
                                                           ---------------------  --------------------
                                                                            
Total real estate assets per balance sheet                    $  2,164,391             $  2,443,535
Plus:
Accumulated depreciation per balance sheet                         432,157                  426,136
Accumulated depreciation on assets held for sale                    74,614                   17,829
                                                              ------------             ------------
Total undepreciated real estate assets (A)                       2,671,162                2,887,500
Less:
Advances to unconsolidated joint ventures equal to
  joint venture partner's share of joint venture
  construction debt                                                (34,950)                (104,191)
                                                              ------------             ------------
Total undepreciated real estate assets
  (adjusted for joint venture partner's share of debt)
  (B)                                                         $  2,636,212             $  2,783,309
                                                              ============             ============
Total debt per balance sheet (C)                              $  1,186,322             $  1,414,555
Less:
Joint venture partners' share of joint venture
  construction debt                                                (34,950)                (104,191)
                                                              ------------             ------------
Total debt (adjusted for joint venture partners' share)
  (D)                                                         $  1,151,372             $  1,310,364
                                                              ============             ============
Total debt as a % of undepreciated real estate assets
  (C/A)                                                               44.4%                    49.0%
                                                              ============             ============
Total debt as a % of undepreciated real estate assets
  (adjusted for joint venture partner's share of
  debt) (D+B)                                                         43.7%                    47.1%
                                                              ============             ============
Total debt per balance sheet                                  $  1,186,322             $  1,414,555
Plus:
Preferred shares at liquidation value                              145,000                  145,000
Preferred units at liquidation value                                70,000                   70,000
                                                              ------------             ------------
Total debt and preferred shares and units (E)                    1,401,322                1,629,555
Less:
Joint venture partners' share of joint venture
  construction debt                                                (34,950)                (104,191)
                                                              ------------             ------------
Total debt and preferred shares and units (adjusted for
  joint venture partners' share of debt) (F)                  $  1,366,372             $  1,525,364
                                                              ============             ============
Total debt and preferred shares and units as a % of
  undepreciated assets (E+A)                                          52.5%                    56.4%
                                                              ============             ============
Total debt and preferred shares and units as a % of
  undepreciated assets(adjusted for joint venture
  partners' share of debt)  (F+B)                                     51.8%                    54.8%
                                                              ============             ============


Copyright(C)2004 Post Apartment Homes, LP All Rights Reserved                 26