##### Table of Contents



UNITED STATES
 SECURITIES AND EXCHANGE
    COMMISSION
 Washington, DC 20549
 Form 10-K
           
     POST PROPERTIES, INC.
 POST APARTMENT HOMES,
    L.P.
 (Exact name of registrants as
    specified in their charters)
  Georgia

58-1550675Georgia

58-2053632(State or other jurisdiction of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)  4401 Northside Parkway,
    Suite 800, Atlanta, Georgia 30327
 (Address of principal executive
    office  zip code)
 (404) 846-5000
 (Registrants telephone
    number, including area code)
      Securities registered pursuant to
    section 12(b) of the Act:
  Name of Each Exchange onTitle of each class

Which RegisteredCommon Stock, $.01 par value

New York Stock Exchange81/2%
    Series A Cumulative

New York Stock ExchangeRedeemable Preferred Shares,
    $.01 par value75/8%
    Series B Cumulative

New York Stock ExchangeRedeemable Preferred Shares,
    $.01 par value   Securities registered pursuant to
    Section 12(g) of the Act: None
  Name of Each Exchange onTitle of each class

Which RegisteredNone

None        Post Properties, Inc.

Yes[X]

No[   ]Post Apartment Homes, L.P.

Yes[   ]

No[X]    Post Properties, Inc.

Yes[   ]

No[X]Post Apartment Homes, L.P.

Yes[   ]

No[X]    Post Properties, Inc.

Yes[X]

No[   ]Post Apartment Homes, L.P.

Yes[X]

No[   ]   Regulation S-K Form 10-K Form 10-K.  [   ]
    Rule 12b-2
 Post Properties, Inc.

Large Accelerated Filer[X]

Accelerated
    Filer[   ]

Non-Accelerated
    Filer[   ]Post Apartment Homes, L.P.

Large Accelerated
    Filer[   ]

Accelerated
    Filer[   ]

Non-Accelerated Filer[X]   Rule 12b-2
 Post Properties, Inc.

Yes[   ]

No[X]Post Apartment Homes, L.P.

Yes[   ]

No[X]       DOCUMENTS INCORPORATED BY
    REFERENCE




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##### 



TABLE OF
    CONTENTS
  FINANCIAL INFORMATION
  Item



PageNo.



No.PART I1.


Business


11A.


Risk
    Factors


71B.


Unresolved Staff
    Comments


152.


Properties


163.


Legal
    Proceedings


194.


Submission of
    Matters to a Vote of Security Holders


19X.


Executive Officers
    of the Registrant


20PART II5.


Market for
    Registrants Common Stock, Related Shareholder Matters and
    Issuer Purchases of Equity Securities


216.


Selected Financial
    Data


227.


Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations


247A.


Quantitative and
    Qualitative Disclosures about Market Risk


488.


Financial
    Statements and Supplementary Data


499.


Changes in and
    Disagreements with Accountants on Accounting and Financial
    Disclosure


499A.


Controls and
    Procedures


499B.


Other
    Information


49PART III10.


Directors,
    Executive Officers and Corporate Governance


5011.


Executive
    Compensation


5012.


Security Ownership
    of Certain Beneficial Owners and Management and Related
    Shareholder Matters


5013.


Certain
    Relationships and Related Transactions, and Director
    Independence


5014.


Principal
    Accountant Fees and Services


50PART IV15.


Exhibits, Financial
    Statements and Schedules


51EX-10.46 FORM OF 2003 INCENTIVE STOCK PLAN RESTRICTED STOCK GRANT CERTIFICATEEX-10.48 FORM OF 2003 INCENTIVE STOCK PLAN RESTRICTED STOCK GRANT CERTIFICATEEX-10.50 FORM OF 2003 INCENTIVE STOCK PLAN RESTRICTED STOCK GRANT CERTIFICATEEX-21.1 LIST OF SUBSIDIARIESEX-23.1 CONSENT OF DELOITTE & TOUCHE LLPEX-23.2 CONSENT OF DELOITTE & TOUCHE LLPEX-23.3 CONSENT OF PRICEWATERHOUSECOOPERS LLPEX-23.4 CONSENT OF PRICEWATERHOUSECOOPERS LLPEX-31.1 SECTION 302 CERTIFICATION OF CEOEX-31.2 SECTION 302 CERTIFICATION OF CFOEX-32.1 SECTION 906 CERTIFICATION OF CEOEX-32.2 SECTION 906 CERTIFICATION OF CFO




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##### Table of Contents



PART I  ITEM 1.
    BUSINESS  The
    Company
  and/or lease-up.
    (404) 846-5000. ®
  The
    Operating Partnership




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##### Table of Contents



Business
    Strategy
    Investment,
    Disposition and Acquisition Strategy
 ®
  ®
    ®
  Post®
    Brand Name Strategy
 ® ® on-site on-site




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##### Table of Contents



tm tm
  Service
    and Associate Development Strategy
   Operating
    Strategy
   Financing
    Strategy
   Operating
    Divisions
    Post
    Apartment Management
 day-to-day ®
  Post
    Investment Group
   Post
    Corporate Services
   Operating
    Segments




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##### Table of Contents




    Fully stabilized communities  those apartment
    communities which have been stabilized (the earlier of the point
    at which a property reaches 95% occupancy or one year after
    completion of construction) for both the current and prior year.
    Communities stabilized during prior year  communities
    which reached stabilized occupancy in the prior year.
    Condominium conversion communities  those portions of
    existing apartment communities being converted into condominiums
    that are reflected in continuing operations under
    SFAS No. 144 (see note 1 to the consolidated
    financial statements).
    Development, rehabilitation and
    lease-up
    communities  those communities that are under
    development, rehabilitation and in
    lease-up but
    were not stabilized by the beginning of the current year,
    including communities that stabilized during the current year.
    Acquired communities  those communities acquired in
    the current or prior year.  Form 10-K.
  Summary
    of Investment and Disposition Activity
    2006


2005


2004


2003


2002Units developed and completed














468



2,140Units acquired


669
(1)


319



499







Units sold


(1,342
)(2)


(3,051
)(4)


(3,880
)


(2,236
)


(2,665
)Units sold as condominiums or
    currently being converted into for-sale condominiums






(731
)(5)










Total units completed and owned by
    the Company and its affiliates (including units held for sale)
    at year-end


20,564
(3)


21,237
(6)


24,700



28,081



29,849Total revenues from continuing
    operations (in thousands)

$
300,096


$
280,496


$
266,792


$
251,851


$
247,705   (1)
    
    Excludes 150 units currently
    in lease-up,
    as the community was undergoing renovation upon purchase.(2)
    
    Includes a net reduction of 2
    apartment units to reflect the addition of four apartment units
    at one community and a reduction of six apartment units at
    another community to facilitate an expansion.(3)
    
    Excludes 1,181 apartment units
    currently under development or in
    lease-up at
    December 31, 2006.(4)
    
    Includes reduction of 4 apartment
    units that were combined with other units.(5)
    
    Represents all units within
    communities that began conversion into condominiums in 2005. Of
    these units, 219 and 282 units were sold in 2005 and 2006,
    respectively.(6)
    
    Excludes 205 apartment units under
    development at December 31, 2005.




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##### Table of Contents



Current
    Development Activity
  lease-up,
  CostsIncurred








EstimatedNumber


Estimated


as of


Quarter of


Quarter of


Quarter of





Estimated


Unitsof


Construction


December 31,


Construction


First Units


Stabilized


Units


Quarter


Under


UnitsCommunity

Location

Units


Cost


2006


Start


Available


Occupancy(1)


Leased(2)


Sell-out


Contract(3)


Closed($ in millions)


($ in millions)Apartments:Post
    Alexandertm

Atlanta, GA


307


$
62.8


$
17.3



2Q 2006



1Q 2008



1Q 2009







N/A



N/A



N/APost Carlyle
    Squaretm

Washington, D.C.
      Area


205



59.0



54.4



4Q 2004



4Q 2006



4Q 2007



43



N/A



N/A



N/APost
    Eastsidetm

Dallas, TX


435



53.9



8.2



4Q 2006



4Q 2007



1Q 2009







N/A



N/A



N/APost Hyde
    Park®
    (expansion)(4)

Tampa, FL


84



18.6



5.5



4Q 2006



1Q 2008



4Q 2008







N/A



N/A



N/ATotal Apartments




1,031


$
194.3


$
85.4















Condominiums:The Condominiums at
    Carlyle
    Squaretm

Washington, D.C.
      Area


145


$
45.3


$
36.5



4Q 2004



2Q 2007



N/A



N/A



2Q 2008



94



Mercer
    Squaretm

Dallas, TX


85



17.3



8.5



2Q 2006



3Q 2007



N/A



N/A



3Q 2008



5



Total Condominiums




230


$
62.6


$
45.0























99



   (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)
    As of January 29, 2007.(3)
    As of January 29, 2007, represents the total number of
    units under contract for sale upon completion and delivery of
    the units. There can be no assurance that condominium homes
    under contract will close.(4)
    Total estimated construction costs for the Post Hyde
    Park®
    expansion include the estimated replacement costs of six
    apartment units at the Companys existing Hyde Park
    community that are being demolished to accommodate the expansion.  Competition
      Americans
    with Disabilities Act and Fair Housing Act
  and/or




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Environmental
    Regulations
    and/or
  and/or
  and/or




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##### Table of Contents



and/or
    and/or
  Where You
    Can Find More Information
  10-K, Form 10-Q, Form 8-K,
  ITEM 1A.
    RISK
    FACTORS(Dollars In thousands, except per share amounts)    Unfavorable
    changes in apartment markets and economic conditions could
    adversely affect occupancy levels and rental rates.




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##### Table of Contents




    the economic climate, which may be adversely impacted by a
    reduction in jobs, industry slowdowns and other factors;
    local conditions, such as oversupply of, or reduced demand for,
    apartment homes;
    declines in household formation;
    favorable residential mortgage rates;
    rent control or stabilization laws, or other laws regulating
    rental housing, which could prevent the Company from raising
    rents to offset increases in operating costs; and
    competition from other available apartments and other housing
    alternatives and changes in market rental rates.    Development
    and construction risks could impact the companys
    profitability.
    
    the Company may be unable to obtain, or face delays in
    obtaining, necessary zoning, land-use, building, occupancy, and
    other required governmental permits and authorizations, which
    could result in increased development costs;
    the Company may incur construction costs for a property that
    exceed original estimates due to increased materials, labor or
    other costs or unforeseen environmental conditions, which could
    make completion of the property uneconomical, and the Company
    may not be able to increase rents or for-sale (condominium) unit
    sales prices to compensate for the increase in construction
    costs;
    the Company may abandon development opportunities that it has
    already begun to explore, and it may fail to recover expenses
    already incurred in connection with exploring those
    opportunities, causing potential impairment losses to be
    incurred;
    the Company has at times been and may continue to be unable to
    complete construction and
    lease-up of
    a community on schedule and meet financial goals for development
    projects;
    because occupancy rates and rents at a newly developed community
    may fluctuate depending on a number of factors, including market
    and economic conditions, the Company may be unable to meet its
    profitability goals for that community; and
    land costs and construction costs have been increasing in the
    Companys markets, and may continue to increase in the
    future and, in some cases, the costs of upgrading acquired
    communities have, and may continue to, exceed original estimates
    and the Company may be unable to charge rents, or sales prices
    with respect to for-sale (condominium) product, that would
    compensate for these increases in costs.  Possible
    difficulty of selling apartment communities could limit the
    Companys operational and financial flexibility.




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##### Table of Contents



The
    Company is subject to increased exposure to economic and other
    competitive factors due to the concentration of its investments
    in certain markets.
    Failure
    to generate sufficient cash flows could affect the
    Companys debt financing and create refinancing
    risk.
    
    the national and local economies;
    local real estate market conditions, such as an oversupply of
    apartment homes or competing for-sale (condominium) housing;
    the perceptions by prospective residents or buyers of the
    safety, convenience and attractiveness of the Companys
    communities and the neighborhoods in which they are located;
    the Companys ability to provide adequate management,
    maintenance and insurance for its apartment communities;
    rental expenses for its apartment communities, including real
    estate taxes, insurance and utilities; and
    the level of mortgage interest rates and its impact on the
    demand for prospective buyers of for-sale (condominium) housing.    The
    Company could become more highly leveraged which could result in
    an increased risk of default and in an increase in its debt
    service requirements.




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##### Table of Contents



Debt
    financing may not be available and equity issuances could be
    dilutive to the companys shareholders.
    The
    Companys condominium conversion and for-sale (condominium)
    housing business involves unique business risks and
    challenges.
    
    the inability to obtain approvals to rezone the property and
    releases from financing obligations and increases in costs
    resulting from delays in obtaining such approvals and releases;
    understanding the costs necessary to bring a newly developed or
    converted for-sale (condominium) property up to standards
    required for its intended market position;
    lack of demand by prospective buyers;
    oversupply of condominiums in a given market;
    the inability of buyers to qualify for financing;
    lower than anticipated sale prices;
    the inability to close on sales of individual units under
    contract;
    competition from other condominiums and other types of
    residential housing; and
    liability claims from condominium associations or others
    asserting that construction performed was defective, resulting
    in litigation
    and/or
    settlement discussions.    Acquired
    apartment communities may not achieve anticipated
    results.
    
    an acquired community may fail to achieve expected occupancy and
    rental rates and may fail to perform as expected;
    the Company may not be able to successfully integrate acquired
    properties and operations; and
    the Companys estimates of the costs of repositioning or
    redeveloping the acquired property may prove inaccurate, causing
    the Company to fail to meet its profitability goals.




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##### Table of Contents



Increased
    competition and increased affordability of residential homes
    could limit the Companys ability to retain its residents,
    lease apartment homes or increase or maintain rents.
    Limited
    investment opportunities could adversely affect the
    Companys growth.
    The
    Company may not be able to maintain its current dividend
    level.
    Changing
    interest rates could increase interest costs and could affect
    the market price of the Companys securities.
    Interest
    rate hedging contracts may be ineffective and may result in
    material charges.
    Failure
    to succeed in new markets may limit the companys
    growth.




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##### Table of Contents




    an inability to evaluate accurately local apartment or for-sale
    (condominium) housing market conditions and local economies;
    an inability to obtain land for development or to identify
    appropriate acquisition opportunities;
    an inability to hire and retain key personnel; and
    lack of familiarity with local governmental and permitting
    procedures.  Compliance
    or failure to comply with laws requiring access to the
    Companys properties by persons with disabilities could
    result in substantial cost.
  and/or
        Any
    weaknesses identified in the Companys system of internal
    controls by the Company and its independent registered public
    accounting firm pursuant to Section 404 of the
    Sarbanes-Oxley Act of 2002 could have an adverse effect on the
    Companys business.




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##### Table of Contents



Losses
    from natural catastrophes may exceed insurance
    coverage.
    Potential
    liability for environmental contamination could result in
    substantial costs.
  clean-up
  Costs
    associated with moisture infiltration and resulting mold
    remediation may be costly.
    The
    Companys joint ventures and joint ownership of properties
    and partial interests in corporations and limited partnerships
    could limit the Companys ability to control such
    properties and partial interests.
    The
    Company may be unable to renew leases or relet units as leases
    expire.




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##### Table of Contents



The
    Company may fail to qualify as a REIT for federal income tax
    purposes.
      The
    Operating Partnership may fail to be treated as a partnership
    for federal income tax purposes.
    The
    Companys real estate assets may be subject to impairment
    charges.




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##### Table of Contents



The
    Companys shareholders may not be able to effect a change
    in control.
    Preferred shares.
  Consent Rights of the Unitholders.
  Ownership Limit.
  Terrorist
    attacks and the possibility of wider armed conflict may have an
    adverse effect on the Companys business and operating
    results and could decrease the value of the Companys
    assets.
    ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS




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##### Table of Contents



ITEM 2.
    PROPERTIES  ® lease-up
  Metropolitan Area

Communities


# of Units


% of TotalAtlanta, GA


24



9,300



44.5
%Dallas, TX


13



3,939



18.8
%Greater Washington, D.C.


7



2,538



12.1
%Tampa, FL


4



2,027



9.7
%Charlotte, NC


4



1,388



6.6
%Houston, TX


2



837



4.0
%New York, NY


2



337



1.6
%Austin, TX


2



308



1.5
%Orlando, FL


1



245



1.2
%59



20,919



100.0
%       ground-up




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##### Table of Contents



COMMUNITY
    INFORMATION
  December 2006


2006Average


AverageYear

No. of


Rental Rates


EconomicCommunities

Location(1)

Completed

Units


Per Unit


Occupancy(2)GeorgiaPost
    Ashford®

Atlanta

1987


222


$
828



94.4
%Post
    Biltmoretm(3)

Atlanta

2001


276



1,123



96.6
%Post
    Briarclifftm

Atlanta

1999


688



1,081



95.9
%Post
    Brookhaven®

Atlanta

1990-1992(4)


735



956



93.6
%Post
    Chastain®(7)

Atlanta

1990


558



997



90.0
%Post Collier
    Hills®

Atlanta

1997


396



993



94.8
%Post
    Crest®

Atlanta

1996


410



1,015



95.0
%Post
    Crossing®

Atlanta

1995


354



1,076



93.7
%Post
    Dunwoody®

Atlanta

1989-1996(4)


530



989



95.4
%Post
    Gardens®

Atlanta

1998


397



1,132



93.5
%Post
    Glen®

Atlanta

1997


314



1,170



92.7
%Post Lenox
    Park®

Atlanta

1995


206



1,072



93.9
%Post
    Lindbergh®

Atlanta

1998


396



1,045



94.8
%Post
    Oaktm

Atlanta

1993


182



1,010



94.8
%Post
    Oglethorpe®

Atlanta

1994


250



1,278



93.5
%Post
    Parksidetm

Atlanta

2000


188



1,303



96.3
%Post Peachtree
    Hills®

Atlanta

1992-1994(4)


300



1,059



95.3
%Post
    Renaissance®(5)

Atlanta

1992-1994(4)


342



1,031



96.5
%Post
    Ridge®

Atlanta

1998


434



1,038



94.5
%Post
    Riverside®

Atlanta

1998


523



1,437



93.5
%Post
    Springtm

Atlanta

2000


452



977



94.1
%Post
    Stratfordtm(5)

Atlanta

2000


250



1,166



92.0
%Post
    Vinings®

Atlanta

1989-1991(4)


403



846



96.4
%Post
    Woods®

Atlanta

1977-1983(4)


494



906



95.2
%Subtotal/Average 
    Georgia






9,300



1,054



94.3
%TexasPost
    Abbeytm

Dallas

1996


34



1,820



95.9
%Post Addison
    Circletm

Dallas

1998-2000(4)


1,334



980



92.4
%Post Barton
    Creektm

Austin

1998


160



1,337



95.0
%Post Coles
    Cornertm

Dallas

1998


186



1,042



93.9
%Post
    Gallerytm

Dallas

1999


34



2,890



91.1
%Post
    Heightstm

Dallas

1998-1999(4)


368



1,100



92.8
%Post Legacy

Dallas

2000


384



933



93.5
%Post
    Meridiantm

Dallas

1991


133



1,127



94.0
%Post Midtown
    Square®

Houston

1999-2000(4)


529



1,043



92.8
%Post Park
    Mesatm

Austin

1992


148



1,134



91.4
%Post Rice
    Loftstm(5)

Houston

1998


308



1,311



93.6
%Post
    Squaretm

Dallas

1996


218



1,175



94.4
%Post Uptown
    Villagetm

Dallas

1995-2000(4)


496



922



93.9
%Post
    Vineyardtm

Dallas

1996


116



996



94.6
%Post
    Vintagetm

Dallas

1993


161



987



95.6
%Post Wilson
    Buildingtm(5)

Dallas

1999


143



1,195



90.2
%Post
    Worthingtontm(7)

Dallas

1993


332



1,248



66.6
%Subtotal/Average 
    Texas






5,084



1,079



91.2
%




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##### Table of Contents



December 2006


2006Average


AverageYear

No. of


Rental Rates


EconomicCommunities

Location(1)

Completed

Units


Per Unit


Occupancy(2)COMMUNITY INFORMATIONFloridaPost Bay at Rocky
    Pointtm(6)

Tampa

1997


150



1,417



N/APost Harbour
    Placetm

Tampa

1999-2002(4)


578



1,400



95.4
%Post Hyde
    Park®

Tampa

1996


383



1,364



97.2
%Post
    Parksidetm

Orlando

1999


245



1,422



95.6
%Post Rocky
    Point®

Tampa

1996-1998(4)


916



1,213



95.4
%Subtotal/Average 
    Florida






2,272



1,322



95.8
%North CarolinaPost Ballantyne

Charlotte

2004


323



1,087



93.2
%Post Gateway
    Placetm

Charlotte

2000


436



1,082



94.7
%Post Park at Phillips
    Place®

Charlotte

1998


402



1,286



94.1
%Post Uptown
    Placetm

Charlotte

2000


227



1,124



96.2
%Subtotal/Average 
    
    North Carolina






1,388



1,149



94.4
%Greater
    Washington, D.C.Post Carlyle
    Squaretm(6)

D.C.

2006


205



2,148



N/APost Corners at Trinity Centre

Fairfax Co., VA

1996


336



1,432



97.5
%Post Fallsgrove

Rockville, MD

2003


361



1,525



98.7
%Post
    Forest®

Fairfax Co., VA

1990


364



1,363



98.0
%Post Massachusetts
    Avenuetm(3)

D.C.

2002


269



2,569



93.0
%Post Pentagon
    Rowtm(5)

Arlington Co., VA

2001


504



2,136



96.3
%Post Tysons
    Cornertm

Fairfax Co., VA

1990


499



1,596



95.8
%Subtotal/Average 
    Washington, D.C.






2,538



1,786



96.1
%New YorkPost
    Luminariatm

New York

2002


138



3,567



95.7
%Post
    Toscanatm

New York

2003


199



3,741



96.4
%Subtotal/Average 
    New York






337



3,670



96.1
%Total






20,919


$
1,248



94.2
%    (1)
    
    Refers to greater metropolitan
    areas of cities indicated.(2)
    
    Average economic occupancy is
    defined as gross potential rent less vacancy losses, model
    expenses and bad debt divided by gross potential rent for the
    period, expressed as a percentage.(3)
    
    These communities are owned in
    unconsolidated entities (Company equity ownership is 35%).(4)
    
    These dates represent the
    respective completion dates for multiple phases of a community.(5)
    
    The Company has a leasehold
    interest in the land underlying these communities.(6)
    
    During 2006, the communities were
    in lease-up
    and, therefore, the average economic occupancy information for
    these communities is not included above.(7)
    
    These communities are undergoing
    rehabilitation.




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##### Table of Contents



ITEM 3.
    LEGAL
    PROCEEDINGS  No. 2003-CV-69140, No. 2003-CV-69608, No. 2004-CV-85875, No. 2005-CV-105244,
      ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS




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ITEM X.  EXECUTIVE
    OFFICERS OF THE REGISTRANT    NAME

POSITIONS AND OFFICES HELDDavid P. Stockert

President and Chief Executive
    OfficerThomas D. Senkbeil

Executive Vice President and Chief
    Investment OfficerThomas L. Wilkes

Executive Vice President and
    President, Post Apartment ManagementChristopher J. Papa

Executive Vice President and Chief
    Financial OfficerSherry W. Cohen

Executive Vice President and
    Corporate SecretaryArthur J. Quirk

Senior Vice President and Chief
    Accounting Officer     David P. Stockert.
  Thomas D. Senkbeil.
  Thomas L. Wilkes.
  Christopher J. Papa.
  Sherry W. Cohen.
  Arthur J. Quirk.




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##### Table of Contents



PART II  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON STOCK, RELATED SHAREHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES(In thousands, except per share and shareholder/unitholder
    amounts)    DividendsQuarter

High


Low


Declared2005First Quarter

$
35.25


$
30.13


$
0.45Second Quarter


37.74



30.47



0.45Third Quarter


40.52



35.86



0.45Fourth Quarter


42.00



33.83



0.452006First Quarter

$
48.00


$
39.69


$
0.45Second Quarter


46.32



40.88



0.45Third Quarter


48.74



44.90



0.45Fourth Quarter


50.47



44.46



0.45                 Total Number of


Approximate DollarShares Purchased as


Value of Shares thatPart of Publicly


May Yet BeTotal Number of


Average Price


Announced


Purchased Under thePeriod

Shares Purchased


Paid Per Share


Plans or Programs


Plans or ProgramsOctober 1, 2006 to
    October 31, 2006





$







$
165,600November 1, 2006 to
    November 30, 2006














165,600December 1, 2006 to
    December 31, 2006


109



45.70



109



160,600Total


109


$
45.70



109


$
160,600




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##### Table of Contents



ITEM 6.
    SELECTED
    FINANCIAL DATA  Post
    Properties, Inc. (In
    thousands, except per share and apartment unit data)
  Year Ended December 31,2006


2005


2004


2003


2002STATEMENT OF OPERATIONS
    DATARevenuesRental

$
282,650


$
264,763


$
251,661


$
238,323


$
234,593Other


17,446



15,733



15,131



13,534



13,112Total revenues

$
300,096


$
280,496


$
266,792


$
251,851


$
247,705Income (loss) from continuing
    operations(1)

$
30,934


$
5,356


$
(26,715
)

$
(28,280
)

$
21,732Income from discontinued
    operations(2)


70,535



136,592



114,934



42,436



39,014Net income


101,469



141,948



88,219



14,156



60,746Dividends to preferred shareholders


(7,637
)


(7,637
)


(8,325
)


(11,449
)


(11,449
)Redemption costs on preferred stock
    and units










(3,526
)






Net income available to common
    shareholders

$
93,832


$
134,311


$
76,368


$
2,707


$
49,297PER COMMON SHARE DATAIncome (loss) from continuing
    operations (net of preferred dividends and redemption
    costs)  basic

$
0.54


$
(0.06
)

$
(0.97
)

$
(1.05
)

$
0.28Income from discontinued
    operations  basic


1.65



3.40



2.89



1.13



1.06Net income available to common
    shareholders  basic


2.19



3.34



1.92



0.07



1.33Income (loss) from continuing
    operations (net of preferred dividends and redemption
    costs)  diluted


0.53


$
(0.06
)

$
(0.97
)

$
(1.05
)

$
0.28Income from discontinued
    operations  diluted


1.62



3.40



2.89



1.13



1.06Net income available to common
    shareholders  diluted


2.15



3.34



1.92



0.07



1.33Dividends declared


1.80



1.80



1.80



1.80



3.12Weighted average common shares
    outstanding  basic


42,812



40,217



39,777



37,688



36,939Weighted average common shares
    outstanding  diluted


43,594



40,217



39,777



37,688



36,954BALANCE SHEET DATAReal estate, before accumulated
    depreciation

$
2,580,092


$
2,416,335


$
2,502,418


$
2,596,376


$
2,705,215Real estate, net of accumulated
    depreciation


2,028,580



1,899,381



1,977,719



2,085,517



2,258,037Total assets


2,116,647



1,981,454



2,053,842



2,215,451



2,508,151Total indebtedness


1,033,779



980,615



1,129,478



1,186,322



1,414,555Shareholders equity


956,454



881,009



788,070



796,526



833,699OTHER DATACash flow provided by (used in):Operating activities

$
94,326


$
86,761


$
79,105


$
91,549


$
119,763Investing activities


(104,464
)


70,293



131,873



234,195



(48,821
)Financing activities


7,391



(150,767
)


(212,189
)


(330,800
)


(69,355
)Total stabilized communities (at
    end of period)


55



57



65



70



75Total stabilized apartment units
    (at end of period)


20,019



21,237



24,700



27,613



29,199Average economic occupancy (fully
    stabilized communities)(3)


94.7
%


94.5
%


93.5
%


91.9
%


90.9
%    (1)
    
    Income (loss) from continuing
    operations in 2006 includes final proceeds of $325 related to
    the sale of a technology investment, non-cash income of $1,655
    relating to the
    mark-to-market
    of an interest rate swap arrangement, a gain on the sale of
    marketable securities of $573 and a gain on the sale of a land
    parcel of $503. Income (loss) from continuing operations in 2005
    includes a $5,267 gain on sale of technology investment and
    severance charges of $796. Income (loss) from continuing
    operations in 2004 included the impact of costs associated with
    the termination of a debt remarketing agreement (interest
    expense) and an early debt extinguishment loss totaling $14,626.
    See note 4 to the consolidated financial statements for a
    discussion of these costs. Income (loss) from continuing
    operations in 2003 included the impact of severance and proxy
    costs totaling $26,737.(2)
    
    Upon the implementation of
    SFAS No. 144, Accounting for the Impairment or
    Disposal of Long-Lived Assets, on January 1, 2002,
    the operating results of real estate held for sale and sold are
    reported as discontinued operations for all years presented.
    Additionally, all gains and losses on the sale of assets
    classified as held for sale subsequent to January 1, 2002
    are included in discontinued operations.(3)
    
    Calculated based on fully
    stabilized communities as defined for each year (unadjusted for
    the impact of assets designated as held for sale in subsequent
    years). Average economic occupancy is defined as gross potential
    rent less vacancy losses, model expenses and bad debt divided by
    gross potential rent for the period, expressed as a percentage.
    The calculation of average economic occupancy does not include a
    deduction for net concessions and employee discounts (average
    economic occupancy, taking account of these amounts, would have
    been 94.0%, 93.9%, 93.0%, 90.8% and 89.1% for the years ended
    December 31, 2006, 2005, 2004, 2003 and 2002,
    respectively). Net concessions were $1,255, $947, $621, $2,518
    and $4,215 for the years ended December 31, 2006, 2005,
    2004, 2003 and 2002, respectively. Employee discounts were $765,
    $398, $442, $535 and $660 for the years ended December 31,
    2006, 2005, 2004, 2003 and 2002, respectively. A community is
    considered by the Company to have achieved stabilized occupancy
    on the earlier to occur of (i) attainment of 95% physical
    occupancy on the first day of any month, or (ii) one year
    after completion of construction.




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##### Table of Contents



Post
    Apartment Homes, L.P. (In
    thousands, except per unit and apartment unit data)
  Year Ended December 31,2006


2005


2004


2003


2002STATEMENT OF OPERATIONS
    DATARevenuesRental

$
282,650


$
264,763


$
251,661


$
238,323


$
234,593Other


17,446



15,733



15,131



13,534



13,112Total revenues

$
300,096


$
280,496


$
266,792


$
251,851


$
247,705Income (loss) from continuing
    operations(1)

$
31,385


$
5,236


$
(25,550
)

$
(27,212
)

$
28,738Income from discontinued
    operations(2)


71,901



143,811



122,727



47,309



44,380Net income


103,286


$
149,047


$
97,177


$
20,097


$
73,118Distributions to preferred
    unitholders


(7,637
)


(7,637
)


(12,105
)


(17,049
)


(17,049
)Redemption costs on preferred units










(3,526
)






Net income available to common
    unitholders

$
95,649


$
141,410


$
81,546


$
3,048


$
56,069PER COMMON UNIT DATAIncome (loss) from continuing
    operations (net of preferred distributions and redemption
    costs)  basic

$
0.54


$
(0.06
)

$
(0.97
)

$
(1.05
)

$
0.28Income from discontinued
    operations  basic


1.65



3.40



2.89



1.12



1.06Net income available to common
    unitholders  basic


2.19



3.34



1.92



0.07



1.33Income (loss) from continuing
    operations (net of preferred distributions and redemption
    costs)  diluted

$
0.53


$
(0.06
)

$
(0.97
)

$
(1.05
)

$
0.28Income from discontinued
    operations  diluted


1.62



3.40



2.89



1.12



1.06Net income available to common
    unitholders  diluted


2.15



3.34



1.92



0.07



1.33Distributions declared


1.80



1.80



1.80



1.80



3.12Weighted average common units
    outstanding  basic


43,645



42,353



42,474



42,134



42,021Weighted average common units
    outstanding  diluted


44,427



42,353



42,474



42,134



42,036BALANCE SHEET DATAReal estate, before accumulated
    depreciation

$
2,580,092


$
2,416,335


$
2,502,418


$
2,596,376


$
2,705,215Real estate, net of accumulated
    depreciation


2,028,580



1,899,381



1,977,719



2,085,517



2,258,037Total assets


2,116,647



1,981,454



2,053,842



2,215,451



2,508,151Total indebtedness


1,033,779



980,615



1,129,478



1,186,322



1,414,555Partners equity


970,511



907,773



831,411



928,935



993,976OTHER DATACash flow provided by (used in):Operating activities

$
94,326


$
86,761


$
79,105


$
91,549


$
119,763Investing activities


(104,464
)


70,293



131,873



234,195



(48,821
)Financing activities


7,391



(150,767
)


(212,189
)


(330,800
)


(69,355
)Total stabilized communities (at
    end of period)


55



57



65



70



75Total stabilized apartment units
    (at end of period)


20,019



21,237



24,700



27,613



29,199Average economic occupancy (fully
    stabilized communities)(3)


94.7
%


94.5
%


93.5
%


91.9
%


90.9
%    (1)
    
    Income (loss) from continuing
    operations in 2006 includes final proceeds of $325 related to
    the sale of a technology investment, non-cash income of $1,655
    relating to the
    mark-to-market
    of an interest rate swap arrangement, a gain on the sale of
    marketable securities of $573 and a gain on the sale of a land
    parcel of $503. Income (loss) from continuing operations in 2005
    includes a $5,267 gain on sale of technology investment and
    severance charges of $796. Income (loss) from continuing
    operations in 2004 included the impact of costs associated with
    the termination of a debt remarketing agreement (interest
    expense) and an early debt extinguishment loss totaling $14,626.
    See note 4 to the consolidated financial statements for a
    discussion of these costs. Income (loss) from continuing
    operations in 2003 included the impact of severance and proxy
    costs totaling $26,737.(2)
    
    Upon the implementation of
    SFAS No. 144, Accounting for the Impairment or
    Disposal of Long-Lived Assets, on January 1, 2002,
    the operating results of real estate held for sale and sold are
    reported as discontinued operations for all years presented.
    Additionally, all gains and losses on the sale of assets
    classified as held for sale subsequent to January 1, 2002
    are included in discontinued operations.(3)
    
    Calculated based on fully
    stabilized communities as defined for each year (unadjusted for
    the impact of assets designated as held for sale in subsequent
    years). Average economic occupancy is defined as gross potential
    rent less vacancy losses, model expenses and bad debt divided by
    gross potential rent for the period, expressed as a percentage.
    The calculation of average economic occupancy does not include a
    deduction for net concessions and employee discounts (average
    economic occupancy, taking account of these amounts, would have
    been 94.0%, 93.9%, 93.0%, 90.8% and 89.1% for the years ended
    December 31, 2006, 2005, 2004, 2003 and 2002,
    respectively). Net concessions were $1,255, $947, $621, $2,518
    and $4,215 for the years ended December 31, 2006, 2005,
    2004, 2003 and 2002, respectively. Employee discounts were $765,
    $398, $442, $535 and $660 for the years ended December 31,
    2006, 2005, 2004, 2003 and 2002, respectively. A community is
    considered by the Company to have achieved stabilized occupancy
    on the earlier to occur of (i) attainment of 95% physical
    occupancy on the first day of any month, or (ii) one year
    after completion of construction.




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##### Table of Contents



ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS(In thousands, except apartment unit data)  Company
    Overview
  and/or lease-up.
          ®




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##### Table of Contents



tm
      ground-up Form 10-K
    Disclosure
    Regarding Forward-Looking Statements




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##### Table of Contents




    The success of the Companys business strategies described
    on pages 2 to 3 in this Annual Report on
    Form 10-K;
    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 residents in the Companys
    apartment communities and buyers of the Companys for-sale
    condominium homes and development locations;
    The Companys ability to obtain financing, enter into joint
    venture arrangements in relation to or self-fund the development
    or acquisition of additional apartment communities and for-sale
    condominium housing;
    The uncertainties associated with the Companys real estate
    development, including actual costs exceeding the Companys
    budgets or development periods exceeding expectations;
    Uncertainties associated with the timing and amount of apartment
    community sales and the resulting gains/losses associated with
    such sales;
    Uncertainties associated with the Companys condominium
    conversion and for-sale housing business, including the timing
    and volume of condominium sales;
    Conditions affecting ownership of residential real estate and
    general conditions in the multi-family residential real estate
    market;
    Uncertainties associated with environmental and other regulatory
    matters;
    The effects of compliance with the Americans with Disabilities
    Act and the Fair Housing Act;
    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;
    The Companys ability to continue to qualify as a REIT
    under the Internal Revenue Code; and
    Other factors, including the risk factors discussed on
    pages 8 to 15 in this Annual Report on
    Form 10-K.    Critical
    Accounting Policies and New Accounting Pronouncements




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##### Table of Contents



No. 06-8 No. 06-8), No. 06-8 No. 06-8 No. 06-8. No. 06-8
  No. 04-5 No. 04-5), No. 04-5 No. 04-5 No. 04-5




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##### Table of Contents



Results
    of Operations
      lease-up.
  lease-up lease-up lease-up lease-up lease-up lease-up




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##### Table of Contents



Comparison
    of Year Ended December 31, 2006 to Year Ended
    December 31, 2005
    Year Ended December 31,2006


2005


% ChangeRental and other property
    revenuesFully stabilized communities(1)

$
252,761


$
239,817



5.4
%Development, rehabilitation and
    lease-up
    communities


9,545



10,438



(8.6
)%Condominium conversion
    communities(2)


2,626



5,890



(55.4
)%Acquired communities(3)


10,886



2,298



373.7
%Other property segments(4)


23,876



21,798



9.5
%299,694



280,241



6.9
%Property operating and
    maintenance expenses (excluding depreciation and
    amortization)Fully stabilized communities(1)


95,871



91,742



4.5
%Development, rehabilitation and
    lease-up
    communities


5,291



4,361



21.3
%Condominium conversion
    communities(2)


1,901



2,013



(5.6
)%Acquired communities(3)


4,706



856



449.8
%Other expense(5)


29,403



29,143



0.9
%137,172



128,115



7.1
%Property net operating income(6)

$
162,522


$
152,126



6.8
%Capital
    expenditures(7)(8)Annually recurring:Carpet

$
3,834


$
2,911



31.7
%Other


6,812



5,780



17.9
%Total

$
10,646


$
8,691



22.5
%Periodically recurring

$
5,858


$
4,288



36.6
%Average apartment units in service


19,607



19,331



1.4
%   (1)
    
    Communities which reached
    stabilization prior to January 1, 2005.(2)
    
    Portions of existing apartment
    communities being converted into condominiums that are reflected
    in continuing operations under SFAS No. 144.(3)
    
    Operating communities acquired
    subsequent to January 1, 2005.(4)
    
    Other property segment revenues
    include revenues from commercial properties, revenues from
    furnished apartment rentals above the unfurnished rental rates
    and any property revenue not directly related to property
    operations. Other property segment revenues exclude other
    corporate revenues of $402 and $255 for the years ended
    December 31, 2006 and 2005, respectively.(5)
    
    Other expenses include expenses
    associated with commercial properties, furnished apartment
    rentals and certain indirect central office operating expenses
    related to management and grounds maintenance.




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##### Table of Contents



(6)
    
    A reconciliation of property net
    operating income to GAAP net income is detailed below.  Year Ended December 31,2006


2005Total same store NOI

$
156,890


$
148,075Property NOI from other operating
    segments


5,632



4,051Consolidated property NOI


162,522



152,126Add (subtract):Interest income


1,261



661Other revenues


402



255Minority interest in consolidated
    property partnerships


(257
)


239Depreciation


(67,328
)


(70,435
)Interest expense


(54,049
)


(55,638
)Amortization of deferred financing
    costs


(3,526
)


(4,661
)General and administrative


(18,502
)


(18,307
)Investment, development and other
    expenses


(6,424
)


(4,711
)Severance charges






(796
)Gains (losses) on sales of
    condominiums, net


12,378



(531
)Equity in income of unconsolidated
    real estate entities


1,813



1,767Other income


3,095



5,267Minority interest of common
    unitholders


(451
)


120Income (loss) from continuing
    operations


30,934



5,356Income from discontinued operations


70,535



136,592Net income

$
101,469


$
141,948   (7)
    
    In addition to those expenses which
    relate to property operations, the Company incurs annually
    recurring and periodically recurring expenditures relating to
    acquiring new assets, materially enhancing the value of an
    existing asset, or substantially extending the useful life of an
    existing asset, all of which are capitalized. Recurring capital
    expenditures are those that are generally expected to be
    incurred on an annual basis. Periodically recurring capital
    expenditures are those that generally occur less frequently than
    on an annual basis.(8)
    
    A reconciliation of property
    capital expenditures from continuing operations to total
    annually recurring and periodically recurring capital
    expenditures as presented in the consolidated statements of cash
    flows under GAAP is detailed below.  Year Ended December 31,2006


2005Annually recurring capital
    expendituresContinuing operations

$
10,646


$
8,691Discontinued operations


499



1,230Total annually recurring capital
    expenditures per statements of cash flows

$
11,145


$
9,921Periodically recurring capital
    expendituresContinuing operations

$
5,858


$
4,288Discontinued operations


106



220Total periodically recurring
    capital expenditures per statements of cash flows

$
5,964


$
4,508




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Fully
    Stabilized (Same Store) Communities
    Year Ended December 31,2006


2005


% ChangeRental and other revenues

$
252,761


$
239,817



5.4
%Property operating and maintenance
    expenses (excluding depreciation and amortization)


95,871



91,742



4.5
%Same store net operating income(1)

$
156,890


$
148,075



6.0
%Capital expenditures(2)Annually recurring:Carpet

$
3,648


$
2,625



39.0
%Other


6,019



5,221



15.3
%Total annually recurring


9,667



7,846



23.2
%Periodically recurring


2,822



3,094



(8.8
)%Total capital
    expenditures(A)

$
12,489


$
10,940



14.2
%Total capital expenditures per
    unit(A  17,955 units)

$
696


$
609



14.2
%Average economic occupancy(3)


94.7
%


94.7
%


0.0
%Average monthly rental rate per
    unit(4)

$
1,163


$
1,106



5.2
%   (1)
    
    Net operating income of stabilized
    communities is a supplemental non-GAAP financial measure. See
    page 31 for a reconciliation of net operating income for
    stabilized communities to GAAP net income.(2)
    
    A reconciliation of these segment
    components of property capital expenditures to total annually
    recurring and periodically recurring capital expenditures as
    presented in the consolidated statements of cash flows prepared
    under GAAP is detailed below.  Year Ended December 31,2006


2005Annually recurring capital
    expenditures by operating segmentSame store

$
9,667


$
7,846Construction and
    lease-up


503



433Condominium conversion communities


2



133Acquired


271



92Other segments


702



1,417Total annually recurring capital
    expenditures per statements of cash flows

$
11,145


$
9,921Periodically recurring capital
    expenditures by operating segmentSame store

$
2,822


$
3,094Construction and
    lease-up


702



296Condominium conversion communities






75Acquired


25



5Other segments


2,415



1,038Total periodically recurring
    capital expenditures per statements of cash flows

$
5,964


$
4,508   The Company uses same store
    annually recurring and periodically recurring capital
    expenditures as cash flow measures. Same store annually
    recurring and periodically recurring capital expenditures are
    supplemental non-GAAP financial measures. The Company believes
    that same store annually recurring and periodically recurring
    capital expenditures are important indicators of the costs
    incurred by the Company in maintaining same store communities.
    The corresponding GAAP measures include information with respect
    to the Companys other operating segments consisting of
    communities stabilized in the prior year, condominium conversion
    communities,
    lease-up
    communities, and sold communities in addition to same store
    information. Therefore, the Company believes that its
    presentation of same store annually recurring and periodically
    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 annually
    recurring and periodically recurring capital expenditures are
    the lines on the Companys consolidated statements of cash
    flows entitled annually recurring capital
    expenditures and periodically recurring capital
    expenditures.(3)
    
    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. Gross potential rent
    is defined as the sum of the gross actual rental rates for
    leased units and




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the anticipated rental rates for
    unoccupied units. The calculation of average economic occupancy
    does not include a deduction for net concessions and employee
    discounts. Average economic occupancy including these amounts
    would have been 94.0% and 93.8% for the years ended
    December 31, 2006 and 2005, respectively. For the years
    ended December 31, 2006 and 2005, net concessions were
    $1,255 and $1,632, respectively, and employee discounts were
    $765 and $564, respectively.(4)
    
    Average monthly rental rate is
    defined as the average of the gross actual rental rates for
    leased units and the average of the anticipated rental rates for
    unoccupied units, divided by total units.      Comparison
    of Year Ended December 31, 2005 to Year Ended
    December 31, 2004




---



##### Table of Contents



Year Ended December 31,2005


2004


% ChangeRental and other property
    revenuesFully stabilized communities(1)

$
234,803


$
227,823



3.1
%Communities stabilized in 2004


7,184



7,007



2.5
%Condominium conversion
    communities(2)


5,485



5,716



(4.0
)%Acquired communities(3)


10,808



4,477



141.4
%Other property segments(4)


21,961



20,769



5.7
%280,241



265,792



5.4
%Property operating and
    maintenance expenses (excluding depreciation and
    amortization)Fully stabilized communities(1)


91,371



88,472



3.3
%Communities stabilized in 2004


2,227



2,122



4.9
%Condominium conversion
    communities(2)


1,872



2,041



(8.3
)%Acquired communities(3)


3,578



1,313



172.5
%Other expense(5)


29,067



27,472



5.8
%128,115



121,420



5.5
%Property net operating income(6)

$
152,126


$
144,372



5.4
%Capital
    expenditures(7)(8)Annually recurring:Carpet

$
2,911


$
2,423



20.1
%Other


5,780



4,992



15.8
%Total

$
8,691


$
7,415



17.2
%Periodically recurring

$
4,288


$
3,665



17.0
%Average apartment units in service


19,331



19,204



0.7
%   (1)
    
    Communities which reached
    stabilization prior to January 1, 2004.(2)
    
    Communities in the
    construction, development or
    lease-up
    stage during 2004 and, therefore, not considered fully
    stabilized for all of the periods presented.(3)
    
    Communities acquired subsequent to
    January 1, 2004.(4)
    
    Other property segment revenues
    include revenues from commercial properties, revenues from
    furnished apartment rentals above the unfurnished rental rates
    and any property revenue not directly related to property
    operations. Other property segment revenues exclude other
    corporate revenues of $255 and $1,000 for the years ended
    December 31, 2005 and 2004, respectively.(5)
    
    Other expenses include expenses
    associated with commercial properties and furnished apartment
    rentals as well as certain indirect central office operating
    expenses related to management and grounds maintenance.




---



##### Table of Contents



(6)
    
    A reconciliation of property net
    operating income to GAAP net income is detailed below.  Year Ended December 31,2005


2004Total same store NOI

$
143,432


$
139,351Property NOI from other operating
    segments


8,694



5,021Consolidated property NOI


152,126



144,372Add (subtract):Interest income


255



1,000Other revenues


661



817Minority interest in consolidated
    property partnerships


239



671Depreciation


(70,435
)


(73,665
)Interest expense


(55,638
)


(59,763
)Amortization of deferred financing
    costs


(4,661
)


(4,304
)General and administrative


(18,307
)


(18,205
)Investment, development and other
    expenses


(4,711
)


(2,930
)Severance charges


(796
)


Gains (losses) on sales of
    condominiums, net


(531
)


Equity in income of unconsolidated
    real estate entities


1,767



1,083Other income


5,267



Termination of debt remarketing
    agreement (interest expense)






(10,615
)Loss on early extinguishment of
    indebtedness






(4,011
)Minority interest of preferred
    unitholders






(3,780
)Minority interest of common
    unitholders


120



2,615Income (loss) from continuing
    operations


5,356



(26,715
)Income from discontinued operations


136,592



114,934Net income

$
141,948


$
88,219   (7)
    
    In addition to those expenses which
    relate to property operations, the Company incurs annually
    recurring and periodically recurring expenditures relating to
    acquiring and developing new assets, materially enhancing the
    value of an existing asset, or substantially extending the
    useful life of an existing asset, all of which are capitalized.
    Annually recurring capital expenditures are those that are
    generally expected to be incurred on an annual basis.
    Periodically recurring capital expenditures are those that
    generally occur less frequently than on an annual basis.(8)
    
    A reconciliation of property
    capital expenditures from continuing operations to total
    annually recurring and periodically recurring capital
    expenditures as presented in the consolidated statements of cash
    flows under GAAP is detailed below.  Year Ended December 31,2005


2004Annually recurring capital
    expendituresContinuing operations

$
8,691


$
7,415Discontinued operations


1,230



2,469Total annually recurring capital
    expenditures per statements of cash flows

$
9,921


$
9,884Periodically recurring capital
    expendituresContinuing operations

$
4,288


$
3,665Discontinued operations


220



940Total periodically recurring
    capital expenditures per statements of cash flows

$
4,508


$
4,605




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##### Table of Contents



lease-up




---



##### Table of Contents



Fully
    Stabilized (Same Store) Communities
   Year Ended December 31,2005


2004


% ChangeRental and other revenues

$
234,803


$
227,823



3.1
%Property operating and maintenance
    expenses (excluding depreciation and amortization)


91,371



88,472



3.3
%Same store net operating income(1)

$
143,432


$
139,351



2.9
%Capital expenditures(2)Annually recurring:Carpet

$
2,540


$
2,273



11.7
%Other


5,345



4,840



10.4
%Total annually recurring


7,885



7,113



10.9
%Periodically recurring


3,328



2,927



13.7
%Total capital expenditures
    (A)

$
11,213


$
10,040



11.7
%Total capital expenditures per
    unit (A ÷18,153 units)

$
618


$
553



11.8
%Average economic occupancy(3)


94.6
%


93.7
%


0.9
%Average monthly rental rate per
    unit(4)

$
1,057


$
1,038



1.8
%   (1)
    Net operating income of stabilized communities is a supplemental
    non-GAAP financial measure. See page 35 for a
    reconciliation of net operating income for stabilized
    communities to GAAP net income.




---



##### Table of Contents



(2)
    A reconciliation of these segment components of property capital
    expenditures to total annually recurring and periodically
    recurring capital expenditures as presented in the consolidated
    statements of cash flows prepared under GAAP is detailed below. Year EndedDecember 31,2005


2004Annually recurring capital
    expenditures by operating segmentSame store

$
7,885


$
7,113Communities stabilized in 2004


13



25Condominium conversion communities


132



84Acquired


488



166Other segments


1,403



2,496Total annually recurring capital
    expenditures per statements of cash flows

$
9,921


$
9,884Periodically recurring capital
    expenditures by operating segmentSame store

$
3,328


$
2,927Communities stabilized in 2004






Condominium conversion communities


75



263Acquired


69



5Other segments


1,036



1,410Total periodically recurring
    capital expenditures per statements of cash flows

$
4,508


$
4,605   lease-up
 (3)
    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. Gross potential rent
    is defined as the sum of the gross actual rental rates for
    leased units and the anticipated rental rates for unoccupied
    units. The calculation of average economic occupancy does not
    include a deduction for net concessions and employee discounts.
    Average economic occupancy including these amounts would have
    been 94.0% and 93.2% for the years ended December 31, 2005
    and 2004, respectively. For the years ended December 31,
    2005 and 2004, net concessions were $947 and $716, respectively,
    and employee discounts were $398 and $427, respectively.(4)
    Average monthly rental rate is
    defined as the average of the gross actual rental rates for
    leased units and the average of the anticipated rental rates for
    unoccupied units, divided by total units.




---



##### Table of Contents



Discontinued
    Operations
        Year Ended December 31,2006


2005


2004RevenuesRental

$
12,146


$
27,967


$
56,411Other property revenues


1,282



2,805



5,077Total revenues


13,428



30,772



61,488ExpensesProperty operating and maintenance
    (exclusive of items shown separately below)


5,269



13,136



25,411Depreciation


1,639



5,813



11,645Interest


2,673



5,421



9,321Asset impairment charges










2,233Minority interest in consolidated
    property partnerships






14



(238
)Total expenses


9,581



24,384



48,372Income from discontinued property
    operations before minority interest


3,847



6,388



13,116Minority interest


(73
)


250



(372
)Income from discontinued property
    operations

$
3,774


$
6,638


$
12,744




---



##### Table of Contents



Outlook
    for 2007
      tm
    lease-up lease-up Lease-up
  lease-up lease-up




---



##### Table of Contents



Liquidity
    and Capital Resources




---



##### Table of Contents



lease-up




---



##### Table of Contents



Contractual
    Obligations
    Obligation Due Date1 Year or


2-3


4-5


After 5Contractual Obligations

Total


Less


Years


Years


YearsLong-term debt(1)

$
1,277,162


$
169,304


$
178,753


$
403,044


$
526,061Lines of credit(1)(2)


129,004



6,111



12,222



110,671



Operating leases(3)


161,078



1,983



3,487



3,506



152,102Other long-term obligations(4)


21,309



5,133



6,888



5,030



4,258Development and construction
    obligations(5)


126,500



94,975



31,525







$
1,715,053


$
277,506


$
232,875


$
522,251


$
682,421    (1)
    
    Amounts include principal and
    interest payments.(2)
    
    At December 31, 2006, the
    Company had issued letters of credit to third parties totaling
    $2,805 under its credit facility arrangements.(3)
    
    Primarily includes ground leases
    underlying apartment communities owned by the Company.(4)
    
    Represents amounts committed to
    current and former executive officers under the terms of
    employment and settlement agreements.(5)
    
    Represents estimated remaining
    amounts necessary to complete projects under development at
    December 31, 2006, including amounts due under general
    construction contracts.    Form 10-K.
  Off-Balance
    Sheet Arrangements
   Long-term
    Debt Issuances and Retirements




---



##### Table of Contents



Stock
    Repurchase Program
      Capitalization
    of Fixed Assets and Community Improvements
        Year Ended December 31,2006


2005


2004New community development and
    acquisition activity(1)

$
295,979


$
116,710


$
43,708Periodically recurring capital
    expendituresCommunity rehabilitation and other
    revenue generating improvements(2)


10,641







26Other community additions and
    improvements(3)


5,964



4,508



4,605Annually recurring capital
    expendituresCarpet replacements and other
    community additions and improvements(4)


11,145



9,921



9,884Corporate additions and
    improvements


3,480



1,771



681$
327,209


$
132,910


$
58,904Other DataCapitalized interest

$
9,942


$
2,907


$
1,078Capitalized development and
    associated costs(5)

$
1,884


$
1,219


$
998    (1)
    Reflects aggregate land and community development and
    acquisition costs, exclusive of assumed debt and the change in
    construction payables between years.(2)
    Represents expenditures for major renovations of communities,
    water
    sub-metering
    equipment and other upgrade costs that enhance the rental value
    of such units.(3)
    Represents property improvement expenditures that generally
    occur less frequently than on an annual basis.(4)
    Represents property improvement expenditures of a type that are
    expected to be incurred on an annual basis.(5)
    Reflects development personnel and associated costs capitalized
    to construction and development activities.




---



##### Table of Contents



Current
    Development Activity
    CostsIncurred






EstimatedEstimated


as of


Quarter of

Quarter of

Quarter of




Estimated

UnitsNumber


Construction


December 31,


Construction

First Units

Stabilized

Units


Quarter

Under


UnitsCommunity

Location

of Units


Cost


2006


Start

Available

Occupancy(1)

Leased(2)


Sell-out

Contract(3)


Closed($ in millions)


($ in millions)Apartments:Post
    Alexandertm

Atlanta, GA


307


$
62.8


$
17.3


2Q 2006

1Q 2008

1Q 2009





N/A


N/A



N/APost Carlyle
    Squaretm

Washington, D.C. Area


205



59.0



54.4


4Q 2004

4Q 2006

4Q 2007


43


N/A


N/A



N/APost
    Eastsidetm

Dallas, TX


435



53.9



8.2


4Q 2006

4Q 2007

1Q 2009





N/A


N/A



N/APost Hyde Park®
    (expansion) (4)

Tampa, FL


84



18.6



5.5


4Q 2006

1Q 2008

4Q 2008





N/A


N/A



N/ATotal Apartments




1,031


$
194.3


$
85.4









43Condominiums:The Condominiums at Carlyle
    Squaretm

Washington, D.C. Area


145


$
45.3


$
36.5


4Q 2004

2Q 2007

N/A


N/A


2Q 2008


94



Mercer
    Squaretm

Dallas, TX


85



17.3



8.5


2Q 2006

3Q 2007

N/A


N/A


3Q 2008


5



Total Condominiums




230


$
62.6


$
45.0















99



   (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)
    As of January 29, 2007.(3)
    As of January 29, 2007, represents the total number of
    units under contract for sale upon completion and delivery of
    the units. There can be no assurance that condominium homes
    under contract will close.(4)
    Total estimated construction costs for the Post Hyde
    Park®expansion
    include the estimated replacement costs of six apartment units
    at the Companys existing Hyde Park community that are
    being demolished to accommodate the expansion.  Inflation
    Funds
    from Operations




---



##### Table of Contents



Year Ended December 31,2006


2005


2004Net income available to common
    shareholders

$
93,832


$
134,311


$
76,368Minority interest of common
    unitholders  continuing operations


451



(120
)


(2,615
)Minority interest in discontinued
    operations(1)


1,366



7,219



7,793Depreciation on consolidated real
    estate assets


66,574



73,189



81,433Depreciation on real estate assets
    held in unconsolidated entities


906



969



1,328Gains on sales of real estate
    assets, net of provision for income taxes


(80,927
)


(140,112
)


(113,739
)Incremental gains on condominium
    sales, net of provision for income taxes(2)


1,406



8,280



Gains on sales of real estate
    assets  unconsolidated entities


(482
)


(612
)


Incremental gains on condominium
    sales  unconsolidated entities(2)


96



359



Funds from operations available
    to common shareholders and unitholders(3)

$
83,222


$
83,483


$
50,568Weighted average shares
    outstanding  basic


42,812



40,217



39,777Weighted average shares and units
    outstanding  basic


43,645



42,353



42,474Weighted average shares
    outstanding  diluted(4)


43,594



40,616



39,892Weighted average shares and units
    outstanding  diluted(4)


44,427



42,752



42,589   (1)
    Represents the minority interest in earnings and gains (losses)
    on properties held for sale and sold reported as discontinued
    operations for the periods presented.(2)
    The Company recognizes incremental gains on condominium sales in
    FFO, net of provision for income taxes, to the extent that net
    sales proceeds from the sale of condominium homes exceeds the
    greater of their fair value or net book value as of the date the
    property is acquired by its taxable REIT subsidiary.(3)
    FFO for the year ended December 31, 2006, included a gain
    related to the final proceeds of $325 related to the sale of a
    technology investment, non-cash income of $1,655 relating to the
    mark-to-market
    of an interest rate swap arrangement, a gain on the sale of
    marketable securities of $573 and a gain on the sale of a land
    parcel of $503. FFO for the year ended December 31, 2005
    included a loss of $3,220 from the early extinguishment of debt
    associated with asset sales, a severance charge of $796 and a
    gain of $5,267 on the sale of a technology investment. FFO for
    the year ended December 31, 2004 included impairment
    charges of $2,333, losses on debt extinguishments of $8,139 and
    a loss on the termination of a debt remarketing agreement of
    $10,615. Additionally, FFO for the year ended December 31,
    2004 includes a reduction for preferred stock and unit
    redemption costs of $3,526.(4)
    Diluted weighted average shares and units for the years ended
    December 31, 2005 and 2004 include 400 and 115 of common
    stock equivalent shares and units, respectively, that were
    antidilutive to all income (loss) per share computations under
    generally accepted accounting principles.




---



##### Table of Contents



ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Interest
    Rate Sensitivity
      
    maintain a conservative ratio of fixed rate, long-term debt to
    total debt such that variable rate exposure is kept at an
    acceptable level;
    fix certain long-term variable rate debt through the use of
    interest rate swaps or interest rate caps with appropriate
    matching maturities;
    use treasury locks where appropriate to fix rates on anticipated
    debt transactions; and
    take advantage of favorable market conditions for long-term debt
    and/or
    equity.      Expected Maturity DateThere-





Fair2007


2008


2009


2010


2011


after


Total


Value(In thousands)Debt obligationsLong-term debt:Fixed rate

$
111,580


$
3,495


$
74,753


$
186,618


$
139,266


$
303,659


$
819,371


$
828,983Average interest rate


7.14
%


5.82
%


5.47
%


7.68
%


5.40
%


5.46
%


6.34
%Floating rateLIBOR-based and other:Cash management line(1) (2)














13,913











13,913



13,913Syndicated line of credit(1) (2)














95,000











95,000



95,000FNMA(3)


1,610



1,735



1,865



2,010



2,165



86,215



95,600



95,600Total LIBOR-based and other


1,610



1,735



1,865



110,923



2,165



86,215



204,513



204,513Tax-exempt(4)














100



400



9,395



9,895



9,895Total floating rate debt


1,610



1,735



1,865



111,023



2,565



95,610



214,408



214,408Total debt

$
113,190


$
5,230


$
76,618


$
297,641


$
141,831


$
399,269


$
1,033,779


$
1,043,391    (1)
    
    Interest on these debt instruments
    is based on LIBOR plus 0.575% at December 31, 2006. At
    December 31, 2006, the one-month LIBOR rate was 5.32%.(2)
    
    Assumes the Companys
    Syndicated and Cash management lines of credit are repaid at
    their maturity dates.(3)
    
    In April 2006, the Company entered
    into a swap transaction that fixed the rate on the note at
    6.145%, inclusive of credit enhancement and other fees through
    July 31, 2009.(4)
    
    At December 31, 2006, the FNMA
    AAA tax exempt rate was 3.66%. Interest on these
    debt instruments is equal to the FNMA AAA tax exempt
    rate plus credit enhancement and other fees of 0.639%. The
    Company has purchased an interest rate cap that limits the
    Companys exposure to increases in the base rate to 5.00%.




---



##### Table of Contents



ExpectedAverage


Average

Settlement


Fair ValueInterest Rate Derivatives

Notional Amount

Pay Rate/Cap Rate


Receive Rate

Date


Asset (Liab.)Interest Rate Swaps Variable to
    fixed

$97,100 amortizing to $90,270


5.21
%

1 month LIBOR


7/31/09


$
(564
)Interest rate caps

$28,495


5.00
%




2/01/08



$
(564
)          ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA     ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE     ITEM 9A.
    CONTROLS
    AND PROCEDURES  Form 10-K. Form 10-K. Rule 13a-15(e) 15d-15(e)
  Rule 13a-15(f) 15d-15(f)
  Form 10-K
   ITEM 9B.
    OTHER
    INFORMATION




---



##### Table of Contents



PART III  ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE      Code of
    Ethics
    ITEM 11.
    EXECUTIVE
    COMPENSATION    ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED SHAREHOLDER MATTERS    ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE    ITEM 14.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES




---



##### Table of Contents



PART IV  ITEM 15.
    EXHIBITS,
    FINANCIAL STATEMENTS AND SCHEDULES  (a) 1. and 2. Financial Statements and Schedules
    INDEX TO
    FINANCIAL STATEMENTS
  PagePOST PROPERTIES, INCConsolidated
    Financial Statements:Managements
    Report on Internal Control over Financial Reporting


53Reports of
    Independent Registered Public Accounting Firms


54Consolidated
    Balance Sheets as of December 31, 2006 and 2005


56Consolidated
    Statements of Operations for the Years Ended December 31,
    2006, 2005 and 2004


57Consolidated
    Statements of Shareholders Equity and Accumulated Earnings
    for the Years Ended December 31, 2006, 2005 and
    2004


58Consolidated
    Statements of Cash Flows for the Years Ended December 31,
    2006, 2005 and 2004


60Notes to the
    Consolidated Financial Statements


61POST APARTMENT HOMES,
    L.P.Consolidated
    Financial Statements:Managements
    Report on Internal Control over Financial Reporting


90Reports of
    Independent Registered Public Accounting Firms


91Consolidated
    Balance Sheets as of December 31, 2006 and 2005


93Consolidated
    Statements of Operations for the Years Ended December 31,
    2006, 2005 and 2004


94Consolidated
    Statements of Partners Equity for the Years Ended
    December 31, 2006, 2005 and 2004


95Consolidated
    Statements of Cash Flows for the Years Ended December 31,
    2006, 2005 and 2004


96Notes to the
    Consolidated Financial Statements


97FINANCIAL STATEMENT
    SCHEDULESchedule III 
    Real Estate Investments and Accumulated Depreciation


123




---



##### Table of Contents



Post Properties, Inc.
 Consolidated
    Financial Statements
 December 31, 2006 and
    2005




---



##### Table of Contents



MANAGEMENTS
    REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING  Rule 13a-15(f). Internal Control  Integrated
    Framework Internal
    Control  Integrated Framework




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM              Considering the Effects of Prior
    Year Misstatements when Quantifying Misstatements in Current
    Year Financial Statements




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




---



##### Table of Contents



POST
    PROPERTIES, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data) December 31,2006


2005AssetsReal estate assetsLand

$
278,448


$
266,914Building and improvements


1,821,123



1,789,479Furniture, fixtures and equipment


204,318



207,497Construction in progress


135,428



47,005Land held for future development


92,800



62,5112,532,117



2,373,406Less: accumulated depreciation


(547,477
)


(516,954
)For-sale condominiums


28,295



38,338Assets held for sale, net of
    accumulated depreciation of $4,035 and 
    $0 at December 31, 2006 and 2005, respectively


15,645



4,591Total real estate assets


2,028,580



1,899,381Investments in and advances to
    unconsolidated real estate entities


32,794



26,614Cash and cash equivalents


3,663



6,410Restricted cash


5,203



4,599Deferred charges, net


12,400



11,624Other assets


34,007



32,826Total assets

$
2,116,647


$
1,981,454Liabilities and
    Shareholders EquityIndebtedness

$
1,033,779


$
980,615Accounts payable and accrued
    expenses


75,403



53,429Dividend and distribution payable


19,886



19,257Accrued interest payable


4,885



5,478Security deposits and prepaid rents


9,915



9,857Total liabilities


1,143,868



1,068,636Minority interest of common
    unitholders in Operating Partnership


14,057



26,764Minority interests in consolidated
    real estate entities


2,268



5,045Total minority interests


16,325



31,809Commitments and contingenciesShareholders equityPreferred stock, $.01 par
    value, 20,000 authorized:81/2%
    Series A Cumulative Redeemable Shares, liquidation
    preference


9



9$50 per share, 900 shares
    issued and outstanding75/8%
    Series B Cumulative Redeemable Shares, liquidation
    preference$25 per share,
    2,000 shares issued and outstanding


20



20Common stock, $.01 par value,
    100,000 authorized:43,603 and 41,394 shares
    issued, 43,486 and 41,394 shares outstanding 
    at December 31, 2006 and 2005, respectively


436



414Additional
    paid-in-capital


869,587



803,765Accumulated earnings


97,567



86,315Accumulated other comprehensive
    income (loss)


(3,490
)


(4,208
)Deferred compensation






(3,625
)964,129



882,690Less common stock in treasury, at
    cost, 175 and 44 shares 
    at December 31, 2006 and 2005, respectively


(7,675
)


(1,681
)Total shareholders equity


956,454



881,009Total liabilities and
    shareholders equity

$
2,116,647


$
1,981,454   The accompanying notes are an integral part of these
    consolidated financial statements.




---



##### Table of Contents



POST
    PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data) Year Ended December 31,2006


2005


2004RevenuesRental

$
282,650


$
264,763


$
251,661Other property revenues


17,044



15,478



14,131Other


402



255



1,000Total revenues


300,096



280,496



266,792ExpensesProperty operating and maintenance
    (exclusive of items shown separately below)


137,172



128,115



121,420Depreciation


67,328



70,435



73,665General and administrative


18,502



18,307



18,205Investment, development and other


6,424



4,711



2,930Severance charges






796



Total expenses


229,426



222,364



216,220Operating income


70,670



58,132



50,572Interest income


1,261



661



817Interest expense


(54,049
)


(55,638
)


(59,763
)Amortization of deferred financing
    costs


(3,526
)


(4,661
)


(4,304
)Gains (losses) on sales of
    condominiums, net


12,378



(531
)


Equity in income of unconsolidated
    real estate entities


1,813



1,767



1,083Other income


3,095



5,267



Termination of debt remarketing
    agreement (interest expense)










(10,615
)Loss on early extinguishment of
    indebtedness










(4,011
)Minority interest in consolidated
    property partnerships


(257
)


239



671Minority interest of preferred
    unitholders










(3,780
)Minority interest of common
    unitholders


(451
)


120



2,615Income (loss) from continuing
    operations


30,934



5,356



(26,715
)Discontinued
    operationsIncome from discontinued property
    operations, net of minority interest


3,774



6,638



12,744Gains on sales of real estate
    assets, net of minority interest
    and provision for income taxes


67,247



132,997



106,039Loss on early extinguishment of
    indebtedness, net of minority interest


(486
)


(3,043
)


(3,849
)Income from discontinued
    operations


70,535



136,592



114,934Net income


101,469



141,948



88,219Dividends to preferred shareholders


(7,637
)


(7,637
)


(8,325
)Redemption costs on preferred
    stock and units










(3,526
)Net income available to common
    shareholders

$
93,832


$
134,311


$
76,368Per common share
    data  BasicIncome (loss) from continuing
    operations (net of preferred dividends and redemption costs)

$
0.54


$
(0.06
)

$
(0.97
)Income from discontinued operations


1.65



3.40



2.89Net income available to common
    shareholders

$
2.19


$
3.34


$
1.92Weighted average common shares
    outstanding  basic


42,812



40,217



39,777Per common share
    data  DilutedIncome (loss) from continuing
    operations (net of preferred dividends and redemption costs)

$
0.53


$
(0.06
)

$
(0.97
)Income from discontinued operations


1.62



3.40



2.89Net income available to common
    shareholders

$
2.15


$
3.34


$
1.92Weighted average common shares
    outstanding  diluted


43,594



40,217



39,777   The accompanying notes are an integral part of these
    consolidated financial statements.




---



##### Table of Contents



POST
    PROPERTIES, INC.
 CONSOLIDATED STATEMENTS OF SHAREHOLDERS
    EQUITY AND
 ACCUMULATED EARNINGS
 FOR THE YEARS ENDED DECEMBER 31, 2006, 2005 AND 2004
 (In thousands, except per share data)
  AccumulatedAdditional





OtherPreferred


Common


Preferred


Common


Paid-in


Accumulated


Comprehensive


Deferred


TreasuryShares


Shares


Stock


Stock


Capital


Earnings


Income (Loss)


Compensation


Stock


TotalShareholders Equity and
    Accumulated Earnings,
    December 31, 2003


4,900



38,686


$
49


$
396


$
849,632


$



$
(12,362
)

$
(4,424
)

$
(36,765
)

$
796,526Comprehensive incomeNet income






















88,219















88,219Net change in derivatives, net of
    minority interest


























3,694











3,694Total comprehensive
    income






































91,913Proceeds from employee stock
    purchase, stock option and other plans






367







5



6,115















4,345



10,465Adjustment for minority interest of
    unitholders in Operating Partnership upon conversion of units
    into common shares and at dates of capital transactions






1,168











(14,042
)














33,890



19,848Stock-based compensation, net of
    minority interest


















633



















633Restricted stock issuances, net of
    forfeitures






25











(125
)










(673
)


798



Amortization of deferred
    compensation






























1,109







1,109Redemption of preferred stock


(2,000
)






(20
)






(49,980
)


















(50,000
)Treasury stock acquisitions






(82
)


























(2,268
)


(2,268
)Dividends to preferred shareholders






















(8,325
)














(8,325
)Dividends to common shareholders
    ($1.80 per share)


















(17,012
)


(54,819
)














(71,831
)Shareholders Equity and
    Accumulated Earnings,
    December 31, 2004


2,900



40,164



29



401



775,221



25,075



(8,668
)


(3,988
)






788,070Comprehensive
    incomeNet income






















141,948















141,948Net change in derivatives, net of
    minority interest


























5,559











5,559Total comprehensive
    income






































147,507Proceeds from employee stock
    purchase, stock option and other plans






1,138







8



16,181















21,652



37,841Adjustment for minority interest of
    unitholders in Operating Partnership upon conversion of units
    into common shares and at dates of capital transactions






1,097







5



10,065







(1,099
)






11,473



20,444Stock-based compensation, net of
    minority interest


















888



















888Restricted stock issuances, net of
    forfeitures






26











1,410











(1,004
)


(406
)


Amortization of deferred
    compensation






























1,367







1,367Treasury stock acquisitions






(1,031
)


























(34,400
)


(34,400
)Dividends to preferred shareholders






















(7,637
)














(7,637
)Dividends to common shareholders
    ($1.80 per share)






















(73,071
)














(73,071
)Shareholders Equity and
    Accumulated Earnings,
    December 31, 2005


2,900



41,394


$
29


$
414


$
803,765


$
86,315


$
(4,208
)

$
(3,625
)

$
(1,681
)

$
881,009




---



##### Table of Contents



POST PROPERTIES, INC.CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY ANDACCUMULATED EARNINGS (contd)FOR THE YEARS ENDED DECEMBER 31, 2006, 2005 AND 2004(In thousands, except per share data)AccumulatedAdditional





OtherPreferred


Common


Preferred


Common


Paid-in


Accumulated


Comprehensive


Deferred


TreasuryShares


Shares


Stock


Stock


Capital


Earnings


Income (Loss)


Compensation


Stock


TotalShareholders Equity and
    Accumulated Earnings,
    December 31, 2005


2,900



41,394


$
29


$
414


$
803,765


$
86,315


$
(4,208
)

$
(3,625
)

$
(1,681
)

$
881,009Cumulative effect of application of
    SAB 108






















(4,725
)














(4,725
)Shareholders Equity and
    Accumulated Earnings,
    January 1, 2006


2,900



41,394



29



414



803,765



81,590



(4,208
)


(3,625
)


(1,681
)


876,284Comprehensive
    incomeNet income






















101,469















101,469Net change in derivatives, net of
    minority interest


























796











796Total comprehensive
    income






































102,265Transition effect of adoption of
    SFAS 123R


















(3,625
)










3,625







Proceeds from employee stock
    purchase, stock option and other plans






1,462







15



53,458















(994
)


52,479Adjustment for minority interest of
    unitholders in Operating Partnership upon conversion of units
    into common shares and at dates of capital transactions






697







7



13,133







(78
)










13,062Stock-based compensation, net of
    minority interest






42











2,856



















2,856Treasury stock acquisitions






(109
)


























(5,000
)


(5,000
)Dividends to preferred shareholders






















(7,637
)














(7,637
)Dividends to common shareholders
    ($1.80 per share)






















(77,855
)














(77,855
)Shareholders Equity and
    Accumulated Earnings,
    December 31, 2006


2,900



43,486


$
29


$
436


$
869,587


$
97,567


$
(3,490
)

$



$
(7,675
)

$
956,454   The accompanying notes are an integral part of these
    consolidated financial statements.




---



##### Table of Contents



POST
    PROPERTIES, INC.
  CONSOLIDATED STATEMENTS OF CASH FLOWS
 (In thousands, except per share data)
  Year Ended December 31,2006


2005


2004Cash Flows From Operating
    ActivitiesNet income

$
101,469


$
141,948


$
88,219Adjustments to reconcile net income
    to net cash provided by operating activities:Depreciation


68,967



76,248



85,310Amortization of deferred financing
    costs


3,526



4,661



4,304Minority interest of common
    unitholders in Operating Partnership


451



(120
)


(2,615
)Minority interest in discontinued
    operations


1,366



7,219



7,793Minority interest of preferred
    unitholders in Operating Partnership










3,780Minority interest in consolidated
    entities


257



(239
)


(671
)Gains on sales of real estate assets


(81,430
)


(140,643
)


(113,739
)Other income


(1,433
)


(5,267
)


Asset impairment charges










2,233Equity in income of unconsolidated
    entities


(1,813
)


(1,634
)


(941
)Distributions of earnings of
    unconsolidated entities


2,713



2,033



1,928Deferred compensation


471



194



Stock-based compensation


2,910



2,293



1,785Loss on early extinguishment of debt


495



2,264



4,302Changes in assets, (increase)
    decrease in:Other assets


(3,009
)


(4,012
)


(2,637
)Deferred charges


(129
)


(1,082
)


(361
)Changes in liabilities, increase
    (decrease) in:Accrued interest payable


(594
)


(2,199
)


754Accounts payable and accrued
    expenses


655



2,476



315Security deposits and prepaid rents


(546
)


2,621



(654
)Net cash provided by operating
    activities


94,326



86,761



79,105Cash Flows From Investing
    ActivitiesConstruction and acquisition of
    real estate assets, net of payables


(239,428
)


(112,527
)


(42,777
)Net proceeds from sales of real
    estate assets


176,419



199,546



138,637Proceeds from sale of other
    investments


898



5,267



Capitalized interest


(9,942
)


(2,907
)


(1,078
)Annually recurring capital
    expenditures


(11,145
)


(9,921
)


(9,884
)Periodically recurring capital
    expenditures


(5,964
)


(4,508
)


(4,605
)Community rehabilitation and other
    revenue generating capital expenditures


(10,641
)






(26
)Corporate additions and improvements


(3,480
)


(1,771
)


(681
)Distributions from (investments in
    and advances to) unconsolidated entities


(2,125
)


(5,846
)


52,287Note receivable collections and
    other investments


944



2,960



Net cash (used in) provided by
    investing activities


(104,464
)


70,293



131,873Cash Flows From Financing
    ActivitiesPayments on indebtedness


(145,763
)


(217,934
)


(115,753
)Proceeds from indebtedness


190,000



100,000



135,000Lines of credit proceeds
    (repayments), net


7,534



50,631



(21,262
)Payments of financing costs


(3,971
)


(1,211
)


(5,631
)Redemption of preferred stock and
    preferred units










(120,000
)Treasury stock acquisitions


(5,000
)


(34,400
)


(2,268
)Proceeds from employee stock
    purchase and stock options plans


52,008



36,084



10,465Capital contributions
    (distributions) of minority interests


(1,183
)


283



(3,806
)Distributions to preferred
    unitholders










(4,246
)Distributions to common unitholders


(1,685
)


(4,060
)


(5,219
)Dividends paid to preferred
    shareholders


(7,637
)


(7,637
)


(8,325
)Dividends paid to common
    shareholders


(76,912
)


(72,523
)


(71,144
)Net cash provided by (used in)
    financing activities


7,391



(150,767
)


(212,189
)Net increase (decrease) in cash and
    cash equivalents


(2,747
)


6,287



(1,211
)Cash and cash equivalents,
    beginning of period


6,410



123



1,334Cash and cash equivalents, end of
    period

$
3,663


$
6,410


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




---



##### Table of Contents



POST
    PROPERTIES, INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS
 (In thousands, except per share data)
   1.
    ORGANIZATION
    AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICES  Organization
  and/or lease-up.
      Basis of
    presentation
  No. 04-5
    Cost
    capitalization




---



##### Table of Contents



POST PROPERTIES, INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (In thousands, except per share data)
   sub-metering
      Real
    estate assets, depreciation and impairment
  20-40 years;




---



##### Table of Contents



POST PROPERTIES, INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (In thousands, except per share data)
   and/or
    Revenue
    recognition
          No. 06-8 No. 06-8),




---



##### Table of Contents



POST PROPERTIES, INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (In thousands, except per share data)
   No. 06-8 No. 06-8 No. 06-8. No. 06-8
  Long-term
    ground leases
      Apartment
    community acquisitions
    Stock-based
    compensation




---



##### Table of Contents



POST PROPERTIES, INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (In thousands, except per share data)
      Derivative
    financial instruments
    Cash and
    cash equivalents
    Restricted
    cash
    Deferred
    financing costs
    Per share
    data
    Conversion
    of common units in the Operating Partnership
  No. 95-7,
  Use of
    estimates




---



##### Table of Contents



POST PROPERTIES, INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (In thousands, except per share data)
    New
    accounting pronouncements
    No. 04-5 No. 04-5), No. 04-5 No. 04-5 No. 04-5
      2.
    REAL
    ESTATE ACQUISITIONS AND DISPOSITIONS  Acquisitions
    361-unit
  150-unit Lease-up




---



##### Table of Contents



POST PROPERTIES, INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (In thousands, except per share data)
      319-unit
  Dispositions
      Year EndedDecember 31,2006


2005Condominium revenues

$
33,364


$
Condominium costs and expenses


(20,986
)


(531
)Gains (losses) on sales of
    condominiums, net

$
12,378


$
(531
)




---



##### Table of Contents



POST PROPERTIES, INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (In thousands, except per share data)
      Year Ended December 31,2006


2005


2004RevenuesRental

$
12,146


$
27,967


$
56,411Other property revenues


1,282



2,805



5,077Total revenues


13,428



30,772



61,488ExpensesProperty operating and maintenance
    (exclusive of items shown separately below)


5,269



13,136



25,411Depreciation


1,639



5,813



11,645Interest


2,673



5,421



9,321Asset impairment charges










2,233Minority interest in consolidated
    property partnerships






14



(238
)Total expenses


9,581



24,384



48,372Income from discontinued
    property operations before minority interest


3,847



6,388



13,116Minority interest


(73
)


250



(372
)Income from discontinued
    property operations

$
3,774


$
6,638


$
12,744         Year Ended December 31,2006


2005Condominium revenues

$
7,322


$
56,012Condominium costs and expenses


(7,097
)


(39,200
)Gains on condominium sales, before
    minority interest and income taxes


225



16,812Minority interest


(4
)


(814
)Provision for income taxes






(594
)Gains on condominium sales, net of
    minority interest and income taxes

$
221


$
15,404




---



##### Table of Contents



POST PROPERTIES, INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (In thousands, except per share data)
   3.
    INVESTMENTS
    IN UNCONSOLIDATED REAL ESTATE ENTITIES  Apartment
    and Condominium Conversion Communities
        December 31,Balance Sheet Data

2006


2005Real estate assets, net of
    accumulated depreciation of $11,039 and $8,349, respectively

$
93,614


$
96,000Assets held for sale, net


3,027



17,715Cash and other


4,067



1,770Total assets

$
100,708


$
115,485Mortgage notes payable

$
66,998


$
66,999Mortgage note payable to Company






5,967Other liabilities


1,107



996Total liabilities


68,105



73,962Members equity


32,603



41,523Total liabilities and
    members equity

$
100,708


$
115,485Companys equity investment
    in Property LLCs

$
16,883


$
20,647




---



##### Table of Contents



POST PROPERTIES, INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (In thousands, except per share data)
   Year ended December 31,Income Statement Data

2006


2005


2004RevenuesRental

$
11,447


$
10,789


$
10,451Other property revenues


799



840



776Total revenues


12,246



11,629



11,227ExpensesProperty operating and maintenance


3,948



3,689



3,555Depreciation and amortization


2,650



2,621



2,579Interest


2,752



2,752



2,658Total expenses


9,350



9,062



8,792Income from continuing operations


2,896



2,567



2,435Discontinued operationsLoss from discontinued operations


(343
)


(176
)


(355
)Gains on sales of real estate
    assets, net


2,947



2,834



Loss on early extinguishment of
    debt






(273
)


Income (loss) from discontinued
    operations


2,604



2,385



(355
)Net income

$
5,500


$
4,952


$
2,080Companys share of net income

$
1,813


$
1,767


$
1,083     Year EndedDecember 31,2006


2005Condominium revenue

$
21,857


$
15,098Condominium costs and expenses


(18,910
)


(12,264
)Gains on condominium sales, net

$
2,947


$
2,834   25-year




---



##### Table of Contents



POST PROPERTIES, INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (In thousands, except per share data)
    Land
    Entities
    4.
    INDEBTEDNESS    Maturity

December 31,


December 31,Description

Payment Terms

Interest Rate


Date

2006


2005Senior Unsecured
    Notes

Int.


5.13%-7.70%


2007-2013

$
560,000


$
485,000Unsecured Lines of
    CreditSyndicated Line of Credit

N/A


LIBOR + 0.575%
(1)

2010


95,000



90,000Cash Management Line

N/A


LIBOR + 0.575%


2010


13,913



11,379108,913



101,379Fixed Rate Secured
    NotesFNMA

Prin. and Int.


6.15%
(2)

2029


95,600



97,100Other

Prin. and Int.


4.27%-7.69%


2007-2013


259,371



268,641354,971



365,741Tax-Exempt Floating Rate
    Secured Bonds

Int.


3.54%
(3)

2025


9,895



28,495Total









$
1,033,779


$
980,615   (1)
    Represents stated rate. At December 31, 2006, the weighted
    average interest rate was 5.58%.(2)
    Interest rate is fixed at 6.15%, inclusive of credit enhancement
    and other fees, to 2009 through an interest rate swap
    arrangement.(3)
    FNMA credit enhanced bond indebtedness. Interest based on FNMA
    AAA tax-exempt rate plus credit enhancement and
    other fees of 0.639%. Interest rate represents the rate at
    December 31, 2006 before credit enhancements. The Company
    has outstanding interest rate cap arrangements that limit the
    Companys exposure to increases in the base interest rate
    to 5%.  Debt
    maturities
    2007

$
113,1902008


5,2302009


76,6182010


297,641
(1)2011


141,831Thereafter


399,269$
1,033,779   (1)
    Includes outstanding balance on lines of credit totaling
    $108,913.




---



##### Table of Contents



POST PROPERTIES, INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (In thousands, except per share data)
   Debt
    issuances, retirements and modifications
  2006
            2005
        2004




---



##### Table of Contents



POST PROPERTIES, INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (In thousands, except per share data)
    Unsecured
    lines of credit
      Interest
    paid
    Pledged
    assets
    5.
    DEFERRED
    CHARGES    December 31,2006


2005Deferred financing costs

$
18,073


$
26,050Other


5,501



5,39923,574



31,449Less: accumulated amortization


(11,174
)


(19,825
)$
12,400


$
11,624




---



##### Table of Contents



POST PROPERTIES, INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (In thousands, except per share data)
   6.
    SHAREHOLDERS
    EQUITY/MINORITY INTEREST  Preferred
    Stock
    ApproximateLiquidation


Optional


Redemption


Stated


DividendOutstanding


Preference


Redemption


Price(1)


Dividend


RateDescription

Shares


(per share)


Date(1)


(per share)


Yield


(per share)Series A


900


$
50.00



10/01/26


$
50.00



8.5
%

$
4.25Series B


2,000


$
25.00



10/28/07


$
25.00



7.625
%

$
1.91   (1)
    
    The preferred stock is redeemable,
    at the Companys option, for cash.    Preferred
    Units
    Common
    Stock Purchases




---



##### Table of Contents



POST PROPERTIES, INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (In thousands, except per share data)
    Computation
    of Earnings Per Common Share
    Year Ended December 31, 2006Income


Shares


Per-Share(Numerator)


(Denominator)


AmountIncome from continuing operations

$
30,934Less: Preferred stock dividends


(7,637
)Basic EPSIncome from continuing operations
    available to common shareholders


23,297



42,812


$
0.54Effect of dilutive
    securitiesStock options and awards






782Diluted EPSIncome from continuing operations
    available to common shareholders

$
23,297



43,594


$
0.53   Year Ended December 31, 2005Income


Shares


Per-Share(Numerator)


(Denominator)


AmountIncome from continuing operations

$
5,356Less: Preferred stock dividends


(7,637
)Basic EPSLoss from continuing operations
    available to common shareholders


(2,281
)


40,217


$
(0.06
)Effect of dilutive
    securitiesStock options and awards






(1
)Diluted EPSLoss from continuing operations
    available to common shareholders

$
(2,281
)


40,217


$
(0.06
)   Year Ended December 31, 2004Income


Shares


Per-Share(Numerator)


(Denominator)


AmountLoss from continuing operations

$
(26,715
)Less: Preferred stock dividends


(8,325
)Less: Preferred stock and unit
    redemption costs


(3,526
)Basic EPSLoss from continuing operations
    available to common shareholders


(38,566
)


39,777


$
(0.97
)Effect of dilutive
    securitiesStock options and awards






(1
)Diluted EPSLoss from continuing operations
    available to common shareholders

$
(38,566
)


39,777


$
(0.97
)   (1)
    For the years ended December 31, 2005 and 2004, the
    potential dilution from the Companys outstanding stock
    options and awards of 400 and 115 shares, respectively, was
    antidilutive to the loss from continuing operations per share
    calculation. As such, these amounts were excluded from weighted
    average shares.




---



##### Table of Contents



POST PROPERTIES, INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (In thousands, except per share data)
      7.
    SEVERANCE
    COSTS      2006


2005


2004Accrued severance charges,
    beginning of year

$
14,325


$
15,317


$
19,171Severance charges






796



Payments for period


(2,341
)


(2,694
)


(4,858
)Interest accretion


848



906



1,004Accrued severance charges, end of
    year

$
12,832


$
14,325


$
15,317     8.
    INCOME
    TAXES




---



##### Table of Contents



POST PROPERTIES, INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (In thousands, except per share data)
    Reconciliation
    of net income to taxable income
    2006


2005


2004(Estimate)


(Actual)


(Actual)Net income

$
101,469


$
141,948


$
88,219Add (subtract) net loss (income)
    of taxable REIT subsidiaries


2,537



(6,882
)


402Adjusted net income


104,006



135,066



88,621Book/tax depreciation difference


(4,926
)


(1,354
)


(1,719
)Book/tax difference on gains from
    real estate sales


(40,435
)


(15,747
)


(9,806
)Book/tax difference on stock-based
    compensation


(13,369
)


(5,454
)


(604
)Other book/tax differences, net


(7,674
)


1,990



(8,885
)Taxable income before allocation
    of taxable capital gains


37,602



114,501



67,607Income taxable as capital gains


(36,231
)


(116,760
)


(89,393
)Taxable ordinary income (loss)

$
1,371


$
(2,259
)

$
(21,786
)   Income
    tax characterization of dividends
    2006


2005


2004Amount


%


Amount


%


Amount


%Ordinary income

$
0.06



3.2
%

$







$




Capital gains


0.87



48.5
%


0.99



55.1
%


0.74



40.9
%Unrecaptured Section 1250
    gains


0.86



48.1
%


0.81



44.9
%


1.06



59.1
%Return of capital


0.01



0.3
%














$
1.80



100.0
%

$
1.80



100.0
%

$
1.80



100.0
%




---



##### Table of Contents



POST PROPERTIES, INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (In thousands, except per share data)
    Taxable
    REIT subsidiaries
      2005Current tax expenseFederal

$
251State


343594Deferred tax expenseFederal


State


Total income tax expense


594Income tax expense 
    discontinued operations


(594
)Income tax expense 
    continuing operations

$





---



##### Table of Contents



POST PROPERTIES, INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (In thousands, except per share data)
       2006


2005Deferred tax assetsReal estate asset basis differences

$
1,106


$
1,106Deferred interest


1,761



Accrued liabilities


512



641Cost capitalization


260



211Other


101



58Tax NOLs






4153,740



2,431Deferred tax liabilitiesAmortization


(797
)


(797
)(797
)


(797
)Net deferred tax assets, before
    valuation allowances


2,943



1,634Valuation allowances


(2,943
)


(1,634
)Net deferred tax assets
    (liabilities)

$



$
       2005Federal tax rate


35
%State income tax, net of federal
    benefit


4Federal alternative minimum taxes


3Change in valuation allowance of
    deferred tax assets


(35
)7
%   9.
    STOCK-BASED
    COMPENSATION PLANS  Stock
    Compensation Plans




---



##### Table of Contents



POST PROPERTIES, INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (In thousands, except per share data)
    Incentive
    Stock Plans
      2006


2005


2004Dividend yield


4.4%



5.5%



6.3%Expected volatility


17.5%



17.1%



16.9%Risk-free interest rate


4.3%



3.1%



3.1%Expected option life


5 years



5 years



5 years         2006


2005


2004Weighted





Weighted





WeightedAverage





Average





AverageShares


Exercise Price


Shares


Exercise Price


Shares


Exercise PriceOutstanding at beginning of year


3,534


$
34



4,491


$
33



4,735


$
34Granted


311



41



277



33



283



28Exercised


(1,462
)


36



(1,105
)


33



(277
)


29Forfeited


(8
)


35



(129
)


30



(250
)


36Outstanding at end of year


2,375



33



3,534



34



4,491



33Options exercisable at year-end


1,447



33



2,437



36



3,131



36Weighted-average fair value of
    options granted during the year

$
4.91






$
2.73






$
1.86




---



##### Table of Contents



POST PROPERTIES, INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (In thousands, except per share data)
           2006WeightedAverageGrant-DateShares


Fair ValueUnvested shares, beginning or
    period


140


$
28Granted


42



41Vested


(57
)


32Forfeited






Unvested shares, end of period


125


$
31   paid-in-capital.
  Employee
    Stock Purchase Plan




---



##### Table of Contents



POST PROPERTIES, INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (In thousands, except per share data)
    10.
    EMPLOYEE
    BENEFIT PLAN    11.
    COMMITMENTS
    AND CONTINGENCIES  Land,
    office and equipment leases
    2007

$
1,9832008


1,7842009


1,7032010


1,7362011


1,7702012 and thereafter

$
152,102     Legal
    proceedings
  No. 2003-CV-69140, No. 2003-CV-69608, No. 2004-CV-85875, No. 2005-CV-105244,




---



##### Table of Contents



POST PROPERTIES, INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (In thousands, except per share data)
     12.
    RELATED
    PARTY TRANSACTIONS      13.
    DERIVATIVE
    FINANCIAL INSTRUMENTS




---



##### Table of Contents



POST PROPERTIES, INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (In thousands, except per share data)
         14.
    FAIR
    VALUE OF FINANCIAL INSTRUMENTS  and/or
        15.
    SEGMENT
    INFORMATION  Segment
    Description




---



##### Table of Contents



POST PROPERTIES, INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (In thousands, except per share data)
      
    Fully stabilized communities  those apartment
    communities which have been stabilized (the earlier of the point
    at which a property reaches 95% occupancy or one year after
    completion of construction) for both the current and prior year.
    Development, rehabilitation and
    lease-up
    communities  those apartment communities under
    development, rehabilitation and
    lease-up
    during the period.
    Condominium conversion communities  those portions of
    existing apartment communities being converted into condominiums
    that are reflected in continuing operations under
    SFAS No. 144 (see note 1).
    Acquired communities  those communities acquired in
    the current or prior year.  Segment
    Performance Measure




---



##### Table of Contents



POST PROPERTIES, INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (In thousands, except per share data)
    Segment
    Information
    Year Ended December 31,2006


2005


2004RevenuesFully stabilized communities

$
252,761


$
239,817


$
229,169Development, rehabilitation and
    lease-up
    communities


9,545



10,438



10,139Condominium conversion communities


2,626



5,890



5,716Acquired communities


10,886



2,298



Other property segments


23,876



21,798



20,768Other


402



255



1,000Consolidated revenues

$
300,096


$
280,496


$
266,792Contribution to Property Net
    Operating IncomeFully stabilized communities

$
156,890


$
148,075


$
141,709Development, rehabilitation and
    lease-up
    communities


4,254



6,077



5,690Condominium conversion communities


725



3,877



3,675Acquired communities


6,180



1,442



Other property segments, including
    corporate management expenses


(5,527
)


(7,345
)


(6,702
)Consolidated property net
    operating income


162,522



152,126



144,372Interest income


1,261



661



817Other revenues


402



255



1,000Minority interest in consolidated
    property partnerships


(257
)


239



671Depreciation


(67,328
)


(70,435
)


(73,665
)Interest expense


(54,049
)


(55,638
)


(59,763
)Amortization of deferred financing
    costs


(3,526
)


(4,661
)


(4,304
)General and administrative


(18,502
)


(18,307
)


(18,205
)Investment, development and other
    expenses


(6,424
)


(4,711
)


(2,930
)Termination of debt remarketing
    agreement (interest expense)










(10,615
)Loss on early extinguishment of
    indebtedness










(4,011
)Severance charges






(796
)


Gains (losses) on sales of
    condominiums, net


12,378



(531
)


Equity in income of unconsolidated
    real estate entities


1,813



1,767



1,083Other income


3,095



5,267



Minority interest of preferred
    unitholders










(3,780
)Minority interest of common
    unitholders


(451
)


120



2,615Income (loss) from continuing
    operations


30,934



5,356



(26,715
)Income from discontinued operations


70,535



136,592



114,934Net income

$
101,469


$
141,948


$
88,219   16.
    SUPPLEMENTAL
    CASH FLOW INFORMATION




---



##### Table of Contents



POST PROPERTIES, INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (In thousands, except per share data)
       one-for-one
        17.
    OTHER
    INCOME




---



##### Table of Contents



POST PROPERTIES, INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (In thousands, except per share data)
    18.
    QUARTERLY
    FINANCIAL INFORMATION (UNAUDITED)  Form 10-Q
  Year Ended December 31, 2006First


Second


Third


FourthRevenues

$
72,204


$
74,267


$
76,874


$
76,751Income from continuing operations


3,805



12,503



7,431



7,195Income from discontinued operations


996



1,481



28,370



39,688Net income


4,801



13,984



35,801



46,883Dividends to preferred shareholders


(1,909
)


(1,910
)


(1,909
)


(1,909
)Net income available to common
    shareholders

$
2,892


$
12,074


$
33,892


$
44,974Earnings per common share:Net income available to common
    shareholders  basic

$
0.07


$
0.28


$
0.79


$
1.04Net income available to common
    shareholders  diluted

$
0.07


$
0.28


$
0.77


$
1.02   Year Ended December 31, 2005First


Second


Third


FourthRevenues

$
67,646


$
69,130


$
71,900


$
71,820Income (loss) from continuing
    operations


1,151



(898
)


1,594



3,509Income from discontinued operations


3,525



59,343



71,647



2,077Net income


4,676



58,445



73,241



5,586Dividends to preferred shareholders


(1,909
)


(1,910
)


(1,909
)


(1,909
)Net income available to common
    shareholders

$
2,767


$
56,535


$
71,332


$
3,677Earnings per common share:Net income available to common
    shareholders  basic

$
0.07


$
1.42


$
1.77


$
0.09Net income available to common
    shareholders  diluted

$
0.07


$
1.42


$
1.77


$
0.09




---



##### Table of Contents



Post Apartment Homes,
    L.P.
 Consolidated
    Financial Statements
 December 31, 2006 and
    2005




---



##### Table of Contents



MANAGEMENTS
    REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING  Rule 13a-15(f). Internal Control  Integrated
    Framework Internal
    Control  Integrated Framework




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM              Considering the
    Effects of Prior Year Misstatements when Quantifying
    Misstatements in Current Year Financial Statements




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




---



##### Table of Contents



POST
    APARTMENT HOMES, L.P.
 CONSOLIDATED BALANCE SHEETS
 (In thousands)
  December 31,2006


2005AssetsReal estate assetsLand

$
278,448


$
266,914Building and improvements


1,821,123



1,789,479Furniture, fixtures and equipment


204,318



207,497Construction in progress


135,428



47,005Land held for future development


92,800



62,5112,532,117



2,373,406Less: accumulated depreciation


(547,477
)


(516,954
)For-sale condominiums


28,295



38,338Assets held for sale, net of
    accumulated depreciation of $4,035 and $0 at December 31,
    2006 and 2005, respectively


15,645



4,591Total real estate assets


2,028,580



1,899,381Investments in and advances to
    unconsolidated real estate entities


32,794



26,614Cash and cash equivalents


3,663



6,410Restricted cash


5,203



4,599Deferred charges, net


12,400



11,624Other assets


34,007



32,826Total assets

$
2,116,647


$
1,981,454Liabilities and Partners
    EquityIndebtedness

$
1,033,779


$
980,615Accounts payable and accrued
    expenses


75,403



53,429Distribution payable


19,886



19,257Accrued interest payable


4,885



5,478Security deposits and prepaid rents


9,915



9,857Total liabilities


1,143,868



1,068,636Minority interests in consolidated
    real estate entities


2,268



5,045Commitments and contingenciesPartners equityPreferred units


95,000



95,000Common unitsGeneral partner


10,341



9,722Limited partner


868,711



807,403Accumulated other comprehensive
    income (loss)


(3,541
)


(4,352
)Total partners equity


970,511



907,773Total liabilities and
    partners equity

$
2,116,647


$
1,981,454   The accompanying notes are an integral part of these
    consolidated financial statements.




---



##### Table of Contents



POST
    APARTMENT HOMES, L.P.
 CONSOLIDATED STATEMENTS OF OPERATIONS
 (In thousands, except per unit data)
  Year Ended December 31,2006


2005


2004RevenuesRental

$
282,650


$
264,763


$
251,661Other property revenues


17,044



15,478



14,131Other


402



255



1,000Total revenues


300,096



280,496



266,792ExpensesProperty operating and maintenance
    (exclusive of items shown separately below)


137,172



128,115



121,420Depreciation


67,328



70,435



73,665General and administrative


18,502



18,307



18,205Investment, development and other


6,424



4,711



2,930Severance charges






796



Total expenses


229,426



222,364



216,220Operating income


70,670



58,132



50,572Interest income


1,261



661



817Interest expense


(54,049
)


(55,638
)


(59,763
)Amortization of deferred financing
    costs


(3,526
)


(4,661
)


(4,304
)Gains (losses) on sales of
    condominiums, net


12,378



(531
)


Equity in income of unconsolidated
    real estate entities


1,813



1,767



1,083Other income


3,095



5,267



Termination of debt remarketing
    agreement (interest expense)










(10,615
)Loss on early extinguishment of
    indebtedness










(4,011
)Minority interest in consolidated
    property partnerships


(257
)


239



671Income (loss) from continuing
    operations


31,385



5,236



(25,550
)Discontinued
    operationsIncome from discontinued property
    operations


3,847



6,388



13,116Gains (losses) on sales of real
    estate assets, net of provision for income taxes


68,549



140,643



113,739Loss on early extinguishment of
    indebtedness


(495
)


(3,220
)


(4,128
)Income from discontinued
    operations


71,901



143,811



122,727Net income


103,286



149,047



97,177Distributions to preferred
    unitholders


(7,637
)


(7,637
)


(12,105
)Redemption costs on preferred units










(3,526
)Net income available to common
    unitholders

$
95,649


$
141,410


$
81,546Per common unit
    data  BasicIncome (loss) from continuing
    operations (net of preferred distributions and redemption costs)

$
0.54


$
(0.06
)

$
(0.97
)Income from discontinued operations


1.65



3.40



2.89Net income available to common
    unitholders

$
2.19


$
3.34


$
1.92Weighted average common units
    outstanding  basic


43,645



42,353



42,474Per common unit
    data 
    DilutedIncome (loss) from continuing
    operations (net of preferred distributions and redemption costs)

$
0.53


$
(0.06
)

$
(0.97
)Income from discontinued operations


1.62



3.40



2.89Net income available to common
    unitholders

$
2.15


$
3.34


$
1.92Weighted average common units
    outstanding  diluted


44,427



42,353



42,474   The accompanying notes are an integral part of these
    consolidated financial statements.




---



##### Table of Contents



POST
    APARTMENT HOMES, L.P.CONSOLIDATED STATEMENTS OF PARTNERS
    EQUITY
    FOR THE YEARS ENDED DECEMBER 31, 2006, 2005 AND
    2004
 (In thousands, except per unit data)
  AccumulatedCommon Units


OtherPreferred


Common


Preferred


General


Limited


ComprehensiveUnits


Units


Units


Partner


Partners


Income (Loss)


Total(No. of Units)


(No. of Units)Partners Equity,
    December 31, 2003


7,700



42,354


$
215,000


$
8,464


$
719,618


$
(14,147
)

$
928,935Comprehensive
    incomeNet income










12,105



851



84,221







97,177Net change in derivative value






















3,945



3,945Total comprehensive
    income


























101,122Contributions from the Company
    related to employee stock purchase, stock option and other plans






366







105



10,360







10,465Contributions from the Company
    related to shares issued for restricted stock, net of deferred
    compensation






25







11



1,098







1,109Equity-based compensation














7



669







676Redemption of preferred units


(4,800
)






(120,000
)














(120,000
)Purchase of common units






(82
)










(2,268
)






(2,268
)Distributions to preferred
    unitholders










(12,105
)














(12,105
)Distributions to common unitholders
    ($1.80 per unit)














(765
)


(75,758
)






(76,523
)Partners Equity,
    December 31, 2004


2,900



42,663



95,000



8,673



737,940



(10,202
)


831,411Comprehensive
    incomeNet income










7,637



1,414



139,996







149,047Net change in derivative value






















5,850



5,850Total comprehensive
    income


























154,897Contributions from the Company
    related to employee stock purchase, stock option and other plans






1,138







378



37,463







37,841Contributions from the Company
    related to shares issued for restricted stock, net of deferred
    compensation






26







14



1,353







1,367Equity-based compensation














9



917







926Purchase of common units






(1,031
)










(34,400
)






(34,400
)Distributions to preferred
    unitholders










(7,637
)














(7,637
)Distributions to common unitholders
    ($1.80 per unit)














(766
)


(75,866
)






(76,632
)Partners Equity,
    December 31, 2005


2,900



42,796



95,000



9,722



807,403



(4,352
)


907,773Cumulative effect of application of
    SAB 108














(49
)


(4,836
)






(4,885
)Partners Equity,
    January 1, 2006


2,900



42,796



95,000



9,673



802,567



(4,352
)


902,888Comprehensive
    incomeNet income










7,637



956



94,693







103,286Net change in derivative value






















811



811Total comprehensive
    income


























104,097Contributions from the Company
    related to employee stock purchase, stock option and other plans






1,462







525



51,954







52,479Equity-based compensation






42







29



2,881







2,910Purchase of common units






(109
)






(50
)


(4,950
)






(5,000
)Distributions to preferred
    unitholders










(7,637
)














(7,637
)Distributions to common unitholders
    ($1.80 per unit)














(792
)


(78,434
)






(79,226
)Partners Equity,
    December 31, 2006


2,900



44,191


$
95,000


$
10,341


$
868,711


$
(3,541
)

$
970,511   The accompanying notes are an integral part of these
    consolidated financial statements.




---



##### Table of Contents



POST
    APARTMENT HOMES, L.P.
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (In thousands, except per unit data)
  Year Ended December 31,2006


2005


2004Cash Flows From Operating
    ActivitiesNet income

$
103,286


$
149,047


$
97,177Adjustments to reconcile net income
    to net cash provided by operating activities:Depreciation


68,967



76,248



85,310Amortization of deferred financing
    costs


3,526



4,661



4,304Minority interest in consolidated
    entities


257



(239
)


(671
)Gains on sales of real estate assets


(81,430
)


(140,643
)


(113,739
)Other income


(1,433
)


(5,267
)


Asset impairment charges










2,233Equity in income of unconsolidated
    entities


(1,813
)


(1,634
)


(941
)Distributions of earnings of
    unconsolidated entities


2,713



2,033



1,928Deferred compensation


471



194



Equity-based compensation


2,910



2,293



1,785Loss on early extinguishment of debt


495



2,264



4,302Changes in assets, (increase)
    decrease in:Other assets


(3,009
)


(4,012
)


(2,637
)Deferred charges


(129
)


(1,082
)


(361
)Changes in liabilities, increase
    (decrease) in:Accrued interest payable


(594
)


(2,199
)


754Accounts payable and accrued
    expenses


655



2,476



315Security deposits and prepaid rents


(546
)


2,621



(654
)Net cash provided by operating
    activities


94,326



86,761



79,105Cash Flows From Investing
    ActivitiesConstruction and acquisition of
    real estate assets, net of payables


(239,428
)


(112,527
)


(42,777
)Net proceeds from sales of real
    estate assets


176,419



199,546



138,637Proceeds from sale of other
    investments


898



5,267



Capitalized interest


(9,942
)


(2,907
)


(1,078
)Annually recurring capital
    expenditures


(11,145
)


(9,921
)


(9,884
)Periodically recurring capital
    expenditures


(5,964
)


(4,508
)


(4,605
)Community rehabilitation and other
    revenue generating capital expenditures


(10,641
)






(26
)Corporate additions and improvements


(3,480
)


(1,771
)


(681
)Distributions from (investments in
    and advances to) unconsolidated entities


(2,125
)


(5,846
)


52,287Note receivable collections and
    other investments


944



2,960



Net cash (used in) provided by
    investing activities


(104,464
)


70,293



131,873Cash Flows From Financing
    ActivitiesPayments on indebtedness


(145,763
)


(217,934
)


(115,753
)Proceeds from indebtedness


190,000



100,000



135,000Lines of credit proceeds
    (repayments), net


7,534



50,631



(21,262
)Payments of financing costs


(3,971
)


(1,211
)


(5,631
)Redemption of preferred units










(120,000
)Redemption of common units


(5,000
)


(34,400
)


(2,268
)Contributions from the Company
    related to employee stock purchase and stock option plans


52,008



36,084



10,465Capital contributions
    (distributions) of minority interests


(1,183
)


283



(3,806
)Distributions to common unitholders


(78,597
)


(76,583
)


(76,363
)Distributions to preferred
    unitholders


(7,637
)


(7,637
)


(12,571
)Net cash provided by (used in)
    financing activities


7,391



(150,767
)


(212,189
)Net increase (decrease) in cash and
    cash equivalents


(2,747
)


6,287



(1,211
)Cash and cash equivalents,
    beginning of period


6,410



123



1,334Cash and cash equivalents, end of
    period

$
3,663


$
6,410


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




---



##### Table of Contents



POST
    APARTMENT HOMES, L.P.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Dollars in thousands, except per unit data) 1.
    ORGANIZATION
    AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICES  Organization
      and/or lease-up.
    Basis of
    presentation
  No. 04-5




---



##### Table of Contents



POST
    APARTMENT HOMES, L.P.
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
 (Dollars in thousands, except per unit data)
      Cost
    capitalization
  sub-metering
      Real
    estate assets, depreciation and impairment
  20-40 years;




---



##### Table of Contents



POST
    APARTMENT HOMES, L.P.
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
 (Dollars in thousands, except per unit data)
     and/or
    Revenue
    recognition




---



##### Table of Contents



POST
    APARTMENT HOMES, L.P.
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
 (Dollars in thousands, except per unit data)
     No. 06-8 No. 06-8), No. 06-8 No. 06-8 No. 06-8. No. 06-8
  Long-term
    ground leases
      Apartment
    community acquisitions
    Equity-based
    compensation




---



##### Table of Contents



POST
    APARTMENT HOMES, L.P.
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
 (Dollars in thousands, except per unit data)
         Derivative
    financial instruments
    Cash and
    cash equivalents
    Restricted
    cash
    Deferred
    financing costs
    Per unit
    data
    Use of
    estimates




---



##### Table of Contents



POST
    APARTMENT HOMES, L.P.
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
 (Dollars in thousands, except per unit data)
    New
    accounting pronouncements
    No. 04-5 No. 04-5), No. 04-5 No. 04-5 No. 04-5
      2.
    REAL
    ESTATE ACQUISITIONS AND DISPOSITIONS  Acquisitions
    361-unit
  150-unit




---



##### Table of Contents



POST
    APARTMENT HOMES, L.P.
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
 (Dollars in thousands, except per unit data)
   Lease-up
    319-unit
  Dispositions
      Year Ended December 31,2006


2005Condominium revenues

$
33,364


$
Condominium costs and expenses


(20,986
)


(531
)Gains (losses) on sales of
    condominiums, net

$
12,378


$
(531
)




---



##### Table of Contents



POST
    APARTMENT HOMES, L.P.
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
 (Dollars in thousands, except per unit data)
      Year Ended December 31,2006


2005


2004RevenuesRental

$
12,146


$
27,967


$
56,411Other property revenues


1,282



2,805



5,077Total revenues


13,428



30,772



61,488ExpensesProperty operating and maintenance
    (exclusive of items shown separately below)


5,269



13,136



25,411Depreciation


1,639



5,813



11,645Interest


2,673



5,421



9,321Asset impairment charges










2,233Minority interest in consolidated
    property partnerships






14



(238
)Total expenses


9,581



24,384



48,372Income from discontinued
    property operations

$
3,847


$
6,388


$
13,116         Year Ended December 31,2006


2005Condominium revenues

$
7,322


$
56,012Condominium costs and expenses


(7,097
)


(39,200
)Gains (losses) on condominium
    sales, before income taxes


225



16,812Provision for income taxes






(594
)Gains (losses) on condominium
    sales, net of income taxes

$
225


$
16,218   3.
    INVESTMENTS
    IN UNCONSOLIDATED REAL ESTATE ENTITIES  Apartment
    and Condominium Conversion Communities




---



##### Table of Contents



POST
    APARTMENT HOMES, L.P.
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
 (Dollars in thousands, except per unit data)
        December 31,Balance Sheet Data

2006


2005Real estate assets, net of
    accumulated depreciation of $11,039 and $8,349, respectively

$
93,614


$
96,000Assets held for sale, net


3,027



17,715Cash and other


4,067



1,770Total assets

$
100,708


$
115,485Mortgage notes payable

$
66,998


$
66,999Mortgage notes payable to
    Operating Partnership






5,967Other liabilities


1,107



996Total liabilities


68,105



73,962Members equity


32,603



41,523Total liabilities and
    members equity

$
100,708


$
115,485Operating Partnerships
    equity investment in Property LLCs

$
16,883


$
20,647   Year Ended December 31,Income Statement Data

2006


2005


2004RevenuesRental

$
11,447


$
10,789


$
10,451Other property revenues


799



840



776Total revenues


12,246



11,629



11,227ExpensesProperty operating and maintenance


3,948



3,689



3,555Depreciation and amortization


2,650



2,621



2,579Interest


2,752



2,752



2,658Total expenses


9,350



9,062



8,792Income from continuing operations


2,896



2,567



2,435Discontinued operationsLoss from discontinued operations


(343
)


(176
)


(355
)Gains on sales of real estate
    assets, net


2,947



2,834



Loss on early extinguishment of
    debt






(273
)


Income (loss) from discontinued
    operations


2,604



2,385



(355
)Net income

$
5,500


$
4,952


$
2,080Operating Partnerships share
    of net income

$
1,813


$
1,767


$
1,083




---



##### Table of Contents



POST
    APARTMENT HOMES, L.P.
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
 (Dollars in thousands, except per unit data)
     Year EndedDecember 31,2006


2005Condominium revenue

$
21,857


$
15,098Condominium costs and expenses


(18,910
)


(12,264
)Gains on condominium sales, net

$
2,947


$
2,834   25-year
    Land
    Entities
    4.
    INDEBTEDNESS    Maturity

December 31,Description

Payment Terms

Interest Rate


Date

2006


2005Senior Unsecured
    Notes

Int.


5.13% - 7.70%


2007-2013

$
560,000


$
485,000Unsecured Lines of
    CreditSyndicated Line of Credit

N/A


LIBOR + 0.575%
(1)

2010


95,000



90,000Cash Management Line

N/A


LIBOR + 0.575%


2010


13,913



11,379108,913



101,379Fixed Rate Secured
    NotesFNMA

Prin. and Int.


6.15%
(2)

2029


95,600



97,100Other

Prin. and Int.


4.27% - 7.69%


2007-2013


259,371



268,641354,971



365,741Tax-Exempt Floating Rate
    Secured Bonds

Int.


3.54%
(3)

2025


9,895



28,495Total









$
1,033,779


$
980,615




---



##### Table of Contents



POST
    APARTMENT HOMES, L.P.
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
 (Dollars in thousands, except per unit data)
   (1)
    
    Represents stated rate. At
    December 31, 2006, the weighted average interest rate was
    5.58%.(2)
    
    Interest rate is fixed at 6.15%,
    inclusive of credit enhancement and other fees, to 2009 through
    an interest rate swap arrangement.(3)
    
    FNMA credit enhanced bond
    indebtedness. Interest based on FNMA AAA tax-exempt
    rate plus credit enhancement and other fees of 0.639%. Interest
    rate represents the rate at December 31, 2006 before credit
    enhancements. The Operating Partnership has outstanding interest
    rate cap arrangements that limit the Operating
    Partnerships exposure to increases in the base interest
    rate to 5%.  Debt
    maturities
    2007

$
113,1902008


5,2302009


76,6182010


297,641
(1)2011


141,831Thereafter


399,269$
1,033,779   (1)
    
    Includes outstanding balance on
    lines of credit totaling $108,913.  Debt
    issuances, retirements and modifications
  2006
            2005




---



##### Table of Contents



POST
    APARTMENT HOMES, L.P.
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
 (Dollars in thousands, except per unit data)
      2004
    Unsecured
    lines of credit
      Interest
    paid
    Pledged
    assets




---



##### Table of Contents



POST
    APARTMENT HOMES, L.P.
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
 (Dollars in thousands, except per unit data)
    5.
    DEFERRED
    CHARGES    December 31,2006


2005Deferred financing costs

$
18,073


$
26,050Other


5,501



5,39923,574



31,449Less: accumulated amortization


(11,174
)


(19,825
)$
12,400


$
11,624   6.
    PARTNERS
    EQUITY  Common
    and Preferred Units
            Common
    Unit Purchases
  10b5-1




---



##### Table of Contents



POST
    APARTMENT HOMES, L.P.
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
 (Dollars in thousands, except per unit data)
    10b5-1
  Computation
    of Earnings per Common Unit
    Year Ended December 31, 2006Income


Units


Per-Unit(Numerator)


(Denominator)


AmountIncome from continuing operations

$
31,385Less: Preferred unit distributions


(7,637
)Basic EPUIncome from continuing operations
    available to common unitholders


23,748



43,645


$
0.54Effect of dilutive
    securitiesStock options and awards






782Diluted EPUIncome from continuing operations
    available to common unitholders

$
23,748



44,427


$
0.53   Year Ended December 31, 2005Income


Units


Per-Unit(Numerator)


(Denominator)


AmountIncome from continuing operations

$
5,236Less: Preferred unit distributions


(7,637
)Basic EPULoss from continuing operations
    available to common unitholders


(2,401
)


42,353


$
(0.06
)Effect of dilutive
    securitiesStock options and awards







(1)Diluted EPULoss from continuing operations
    available to common unitholders

$
(2,401
)


42,353


$
(0.06
)   Year Ended December 31, 2004Income


Units


Per-Unit(Numerator)


(Denominator)


AmountLoss from continuing operations

$
(25,550
)Less: Preferred unit distributions


(12,105
)Less: Redemption costs on
    preferred units


(3,526
)Basic EPULoss from continuing operations
    available to common unitholders


(41,181
)


42,474


$
(0.97
)Effect of dilutive
    securitiesStock options and awards







(1)Diluted EPULoss from continuing operations
    available to common unitholders

$
(41,181
)


42,474


$
(0.97
)




---



##### Table of Contents



POST
    APARTMENT HOMES, L.P.
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
 (Dollars in thousands, except per unit data)
   (1)
    
    For the years ended
    December 31, 2005 and 2004, the potential dilution from the
    Companys outstanding stock options and awards of 400 and
    115, respectively, was antidilutive to the loss from continuing
    operations per unit calculation. As such, these amounts were
    excluded from weighted average units in these years.    7.
    SEVERANCE
    CHARGES      2006


2005


2004Accrued severance charges,
    beginning of year

$
14,325


$
15,317


$
19,171Severance charges






796



Payments for period


(2,341
)


(2,694
)


(4,858
)Interest accretion


848



906



1,004Accrued severance charges, end of
    year

$
12,832


$
14,325


$
15,317     8.
    INCOME
    TAXES




---



##### Table of Contents



POST
    APARTMENT HOMES, L.P.
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
 (Dollars in thousands, except per unit data)
    Taxable
    REIT subsidiaries
      2005Current tax expenseFederal

$
251State


343594Deferred tax expenseFederal


State


Total income tax expense


594Income tax expense 
    discontinued operations


(594
)Income tax expense 
    continuing operations

$





---



##### Table of Contents



POST
    APARTMENT HOMES, L.P.
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
 (Dollars in thousands, except per unit data)
       2006


2005Deferred tax assetsReal estate asset basis differences

$
1,106


$
1,106Deferred interest


1,761



Accrued liabilities


512



641Cost capitalization


260



211Other


101



58Tax NOLs






4153,740



2,431Deferred tax liabilitiesAmortization


(797
)


(797
)(797
)


(797
)Net deferred tax assets, before
    valuation allowances


2,943



1,634Valuation allowances


(2,943
)


(1,634
)Net deferred tax assets
    (liabilities)

$



$
       2005Federal tax rate


35
%State income tax, net of federal
    benefit


4Federal alternative minimum taxes


3Change in valuation allowance of
    deferred tax assets


(35
)7
%




---



##### Table of Contents



POST
    APARTMENT HOMES, L.P.
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
 (Dollars in thousands, except per unit data)
   9.
    EQUITY-BASED
    COMPENSATION PLANS  Equity
    Compensation Plans
    Incentive
    Stock Plans
      2006


2005


2004Dividend yield


4.4
%


5.5
%


6.3
%Expected volatility


17.5
%


17.1
%


16.9
%Risk-free interest rate


4.3
%


3.1
%


3.1
%Expected option life


5 years



5 years



5 years




---



##### Table of Contents



POST
    APARTMENT HOMES, L.P.
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
 (Dollars in thousands, except per unit data)
      2006


2005


2004Weighted Average





Weighted Average





Weighted AverageShares


Exercise Price


Shares


Exercise Price


Shares


Exercise PriceOutstanding at beginning of year


3,534


$
34



4,491


$
33



4,735


$
34Granted


311



41



277



33



283



28Exercised


(1,462
)


36



(1,105
)


33



(277
)


29Forfeited


(8
)


35



(129
)


30



(250
)


36Outstanding at end of year


2,375



33



3,534



34



4,491



33Options exercisable at year-end


1,447



33



2,437



36



3,131



36Weighted-average fair value of
    options granted during the year

$
4.91






$
2.73






$
1.86           2006WeightedAverageGrant-DateShares


Fair ValueUnvested shares, beginning of
    period


140


$
28Granted


42



41Vested


(57
)


32Forfeited






Unvested shares, end of period


125


$
31




---



##### Table of Contents



POST
    APARTMENT HOMES, L.P.
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
 (Dollars in thousands, except per unit data)
     Employee
    Stock Purchase Plan
    10.
    EMPLOYEE
    BENEFIT PLAN    11.
    COMMITMENTS
    AND CONTINGENCIES  Land,
    office and equipment leases
    2007

$
1,9832008


1,7842009


1,7032010


1,7362011


1,7702012 and thereafter

$
152,102     Legal
    proceedings
  No. 2003-CV-69140, No. 2003-CV-69608, No. 2004-CV-85875, 1:04-CV-1445, No. 2005-CV-105244,




---



##### Table of Contents



POST
    APARTMENT HOMES, L.P.
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
 (Dollars in thousands, except per unit data)
        12.
    RELATED
    PARTY TRANSACTIONS      13.
    DERIVATIVE
    FINANCIAL INSTRUMENTS




---



##### Table of Contents



POST
    APARTMENT HOMES, L.P.
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
 (Dollars in thousands, except per unit data)
           14.
    FAIR
    VALUE OF FINANCIAL INSTRUMENTS  and/or




---



##### Table of Contents



POST
    APARTMENT HOMES, L.P.
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
 (Dollars in thousands, except per unit data)
      15.
    SEGMENT
    INFORMATION  Segment
    Description
      
    Fully stabilized communities  those apartment
    communities which have been stabilized (the earlier of the point
    at which a property reaches 95% occupancy or one year after
    completion of construction) for both the current and prior year.
    Development, rehabilitation and
    lease-up
    communities  those apartment communities under
    development, rehabilitation and
    lease-up
    during the period.
    Condominium conversion communities  those portions of
    existing apartment communities being converted into condominiums
    that are reflected in continuing operations under
    SFAS No. 144 (see note 1).
    Acquired communities  those communities acquired in
    the current or prior year.  Segment
    Performance Measure




---



##### Table of Contents



POST
    APARTMENT HOMES, L.P.
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
 (Dollars in thousands, except per unit data)
    Segment
    Information
    Year Ended December 31,2006


2005


2004RevenuesFully stabilized communities

$
252,761


$
239,817


$
229,169Development, rehabilitation and
    lease-up
    communities


9,545



10,438



10,139Condominium conversion communities


2,626



5,890



5,716Acquired communities


10,886



2,298



Other property segments


23,876



21,798



20,768Other


402



255



1,000Consolidated revenues

$
300,096


$
280,496


$
266,792Contribution to Property Net
    Operating IncomeFully stabilized communities

$
156,890


$
148,075


$
141,709Development, rehabilitation and
    lease-up
    communities


4,254



6,077



5,690Condominium conversion communities


725



3,877



3,675Acquired communities


6,180



1,442



Other property segments, including
    corporate management expenses


(5,527
)


(7,345
)


(6,702
)Consolidated property net
    operating income


162,522



152,126



144,372Interest income


1,261



661



817Other revenues


402



255



1,000Minority interest in consolidated
    property partnerships


(257
)


239



671Depreciation


(67,328
)


(70,435
)


(73,665
)Interest expense


(54,049
)


(55,638
)


(59,763
)Amortization of deferred financing
    costs


(3,526
)


(4,661
)


(4,304
)General and administrative


(18,502
)


(18,307
)


(18,205
)Investment, development and other
    expenses


(6,424
)


(4,711
)


(2,930
)Termination of debt remarketing
    agreement (interest expense)










(10,615
)Loss on early extinguishment of
    indebtedness










(4,011
)Severance charges






(796
)


Gains (losses) on sales of
    condominiums, net


12,378



(531
)


Equity in income of unconsolidated
    real estate entities


1,813



1,767



1,083Other income


3,095



5,267



Income (loss) from continuing
    operations


31,385



5,236



(25,550
)Income from discontinued operations


71,901



143,811



122,727Net income

$
103,286


$
149,047


$
97,177   16.
    SUPPLEMENTAL
    CASH FLOW INFORMATION




---



##### Table of Contents



POST
    APARTMENT HOMES, L.P.
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
 (Dollars in thousands, except per unit data)
             17.
    OTHER
    INCOME




---



##### Table of Contents



POST
    APARTMENT HOMES, L.P.
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
 (Dollars in thousands, except per unit data)
    18.
    QUARTERLY
    FINANCIAL INFORMATION (UNAUDITED)  Form 10-Q
  Year Ended December 31, 2006First


Second


Third


FourthRevenues

$
72,204


$
74,267


$
76,874


$
76,751Income from continuing operations


3,852



12,738



7,518



7,277Income from discontinued operations


1,021



1,512



28,947



40,421Net income


4,873



14,250



36,465



47,698Distributions to preferred
    unitholders


(1,909
)


(1,910
)


(1,909
)


(1,909
)Net income available to common
    unitholders

$
2,964


$
12,340


$
34,556


$
45,789Earnings per Common Unit:Net income available to common
    unitholders  basic

$
0.07


$
0.28


$
0.79


$
1.04Net income available to common
    unitholders  diluted

$
0.07


$
0.28


$
0.77


$
1.02   Year Ended December 31, 2005First


Second


Third


FourthRevenues

$
67,646


$
69,130


$
71,900


$
71,820Income (loss) from continuing
    operations


1,104



(1,067
)


1,584



3,615Income from discontinued operations


3,740



62,928



75,661



1,482Net income


4,844



61,861



77,245



5,097Distributions to preferred
    unitholders


(1,909
)


(1,910
)


(1,909
)


(1,909
)Net income available to common
    unitholders

$
2,935


$
59,951


$
75,336


$
3,188Earnings per Common Unit:Net income available to common
    unitholders  basic

$
0.07


$
1.42


$
1.77


$
0.08Net income available to common
    unitholders  diluted

$
0.07


$
1.42


$
1.77


$
0.08




---



##### Table of Contents



Schedule IIIPOST PROPERTIES, INC.POST APARTMENT HOMES, L.P.REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATIONDecember 31, 2006(Dollars in thousands)Costs


Gross Amount at WhichInitial Costs


Capitalized


Carried at Close of PeriodRelated





Building and


Subsequent





Building and





Accumulated


Date of

Date

DepreciableDescription

Encumbrances


Land


Improvements


To Acquisition


Land


Improvements


Total(1)


Depreciation


Construction

Acquired

Lives YearsGeorgiaPost
    Ashford®

Apartments

$
9,895


$
1,906


$



$
9,404


$
1,906


$
9,404


$
11,310


$
5,039


04/86
    -06/87

04/86


5-40 YearsPost
    Briarclifftm

Apartments






13,344







47,868



13,344



47,868



61,212



14,964


12/96

09/96


5-40 YearsPost
    Brookhaven®

Apartments






7,921







34,029



7,921



34,029



41,950



17,910


07/89 
    12/92

03/89


5-40 YearsPost
    Chastain®

Apartments


28,164
(2)


6,352







47,038



6,779



46,611



53,390



21,459


06/88 
    10/90

06/88


5-40 YearsPost Collier
    Hills®

Apartments






6,487







26,210



7,203



25,494



32,697



8,903


10/95

06/95


5-40 YearsPost
    Crest®

Apartments


22,299



4,733







25,668



4,763



25,638



30,401



9,405


09/95

10/94


5-40 YearsPost
    Crossing®

Apartments






3,951







20,623



3,951



20,623



24,574



7,367


04/94 
    08/95

11/93


5-40 YearsPost
    Dunwoody®

Apartments






4,917







30,277



4,961



30,233



35,194



12,379


11/88

12/84 &
    8/94


5-40 YearsPost
    Gardens®

Apartments






5,859







35,060



5,931



34,988



40,919



10,990


07/96

05/96


5-40 YearsPost
    Glen®

Apartments


19,775



5,591







22,550



5,784



22,357



28,141



7,614


07/96

05/96


5-40 YearsPost Lenox
    Park®

Apartments


10,398
(2)


3,132







11,805



3,132



11,805



14,937



4,221


03/94 
    05/95

03/94


5-40 YearsPost
    Lindbergh®

Apartments






6,268







27,906



6,652



27,522



34,174



8,493


11/96

08/96


5-40 YearsPost
    Oglethorpe®

Apartments






3,662







18,001



3,662



18,001



21,663



6,708


03/93 
    10/94

03/93


5-40 YearsPost
    Parksidetm

Mixed Use






3,402







20,599



3,465



20,536



24,001



5,771


02/99

12/97


5-40 YearsPost Peachtree
    Hills®

Apartments






4,215







15,197



4,857



14,555



19,412



6,065


02/92 
    09/94

02/92 &
    9/92


5-40 YearsPost
    Renaissance®(3)

Apartments














21,465







21,465



21,465



9,118


07/91 
    12/94

06/91 &
    01/94


5-40 YearsPost
    Ridge®

Apartments






5,150







32,326



5,150



32,326



37,476



9,749


10/96

07/96


5-40 YearsPost
    Riverside®

Mixed Use






11,130







111,851



12,457



110,524



122,981



34,999


07/96

01/96


5-40 YearsPost
    Springtm

Apartments






2,105







38,527



2,105



38,527



40,632



10,101


09/99

09/99


5-40 YearsPost
    Stratfordtm(3)

Apartments






328







25,842



620



25,550



26,170



7,235


04/99

01/99


5-40 YearsPost
    Vinings®

Apartments






4,322







23,256



5,668



21,910



27,578



12,136


05/88 
    09/91

05/88


5-40 YearsPost
    Woods®

Apartments


24,935
(2)


1,378







29,521



3,070



27,829



30,899



15,898


03/76 
    09/83

06/76


5-40 Years




---



##### Table of Contents



Schedule III continuedPOST PROPERTIES, INC.POST APARTMENT HOMES, L.P.REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATIONDecember 31, 2006(Dollars in thousands)Costs


Gross Amount at WhichInitial Costs


Capitalized


Carried at Close of PeriodRelated





Building and


Subsequent





Building and





Accumulated


Date of

Date

DepreciableDescription

Encumbrances


Land


Improvements


To Acquisition


Land


Improvements


Total(1)


Depreciation


Construction

Acquired

Lives YearsTexasPost
    Abbeytm

Apartments

$



$
575


$
6,276


$
1,831


$
575


$
8,107


$
8,682


$
1,955


N/A

10/97


5-40 YearsPost Addison
    Circletm

Mixed Use


84,151



2,885



41,482



123,502



8,382



159,487



167,869



45,387


10/97

10/97


5-40 YearsPost Barton
    Creektm

Apartments






1,920



24,482



679



1,920



25,161



27,081



576


N/A

03/06


5-40 YearsPost Coles
    Cornertm

Mixed Use






1,886



18,006



2,335



2,086



20,141



22,227



6,356


N/A

10/97


5-40 YearsPost
    Heightstm/Gallery

Mixed Use






5,455



15,559



30,201



5,812



45,403



51,215



12,806


10/97

10/97


5-40 YearsPost Legacy

Mixed Use






684







33,518



811



33,391



34,202



8,095


03/99

03/99


5-40 YearsPost
    Meridiantm

Apartments






1,535



11,605



1,417



1,535



13,022



14,557



3,780


N/A

10/97


5-40 YearsPost Midtown
    Square®

Mixed Use






4,408



1,412



47,122



3,409



49,533



52,942



12,391


10/97

10/97


5-40 YearsPost Park
    Mesatm

Apartments






1,480



17,861



467



1,480



18,328



19,808



415


N/A

03/06


5-40 YearsPost Rice
    Loftstm(3)

Mixed Use






449



13,393



27,250



449



40,643



41,092



8,605


10/97

10/97


5-40 YearsPost
    Squaretm

Mixed Use






4,565



24,595



1,595



445



30,310



30,755



6,447


N/A

10/97


5-40 YearsPost Uptown
    Villagetm

Apartments


15,143
(2)


3,955



22,120



17,446



6,195



37,326



43,521



9,083


N/A

10/97


5-40 YearsPost
    Vineyardtm

Apartments






1,133



8,560



599



1,133



9,159



10,292



2,202


N/A

10/97


5-40 YearsPost
    Vintagetm

Apartments






2,614



12,188



846



2,614



13,034



15,648



3,528


N/A

10/97


5-40 YearsPost Wilson
    Buildingtm(3)

Mixed Use










689



20,262







20,951



20,951



3,596


10/97

10/97


5-40 YearsPost
    Worthingtontm

Mixed Use






3,744



34,700



9,534



3,744



44,234



47,978



10,353


N/A

10/97


5-40 YearsFloridaPost Bay at Rocky
    Pointtm(5)

Apartments






528



5,081







528



5,081



5,609



14


N/A

10/06


5-40 YearsPost Harbour
    Placetm

Mixed Use






3,854







65,717



8,312



61,259



69,571



15,406


03/97

01/97


5-40 YearsPost Hyde
    Park®

Apartments






3,498







27,103



5,108



25,493



30,601



8,402


09/94

07/94


5-40 YearsPost
    Parksidetm

Mixed Use






2,493







32,220



2,493



32,220



34,713



7,709


03/99

03/99


5-40 YearsPost Rocky
    Point®

Apartments


57,000



10,510







63,395



10,567



63,338



73,905



19,491


04/94 
    11/96

02/94 &
    09/96


5-40 YearsVirginiaPost Carlyle
    Squaretm(5)

Mixed Use






1,043







13,067



1,043



13,067



14,110



25


12/04

N/A


5-40 YearsPost
    Corners®

Apartments


16,960
(2)


4,404







24,925



4,493



24,836



29,329



8,002


06/94

06/94


5-40 YearsPost Fallsgrove

Apartments


41,147



14,801



69,179



383



14,801



69,562



84,363



946


N/A

7/06


5-40 YearsPost
    Forest®

Apartments






8,590







27,433



9,106



26,917



36,023



15,724


01/89 
    12/90

03/88


5-40 YearsPost Pentagon
    Rowtm(3)

Mixed Use






2,359



7,659



85,674



3,470



92,222



95,692



13,610


06/99

02/99


5-40 YearsPost Tysons
    Cornertm

Apartments






20,000



65,478



1,575



20,000



67,053



87,053



5,592


N/A

06/04


5-40 YearsNew YorkPost
    Luminariatm

Mixed Use


35,000



4,938







46,131



4,938



46,131



51,069



9,491


03/01

03/01


5-40 YearsPost
    Toscanatm

Mixed Use






15,976







76,870



17,156



75,690



92,846



7,332


01/02

01/02


5-40 Years




---



##### Table of Contents



Schedule III continuedPOST PROPERTIES, INC.POST APARTMENT HOMES, L.P.REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATIONDecember 31, 2006(Dollars in thousands)Costs


Gross Amount at WhichInitial Costs


Capitalized


Carried at Close of PeriodRelated





Building and


Subsequent





Building and





Accumulated


Date of

Date

DepreciableDescription

Encumbrances


Land


Improvements


To Acquisition


Land


Improvements


Total(1)


Depreciation


Construction

Acquired

Lives YearsNorth CarolinaPost Ballantyne

Apartments





$
6,400


$
30,850


$
2,408


$
6,400


$
33,258


$
39,658


$
2,001


11/04

05/05


5-40 YearsPost Gateway
    Placetm

Mixed Use

$




2,424







61,184



3,481



60,127



63,608



12,210


11/00

08/99


5-40 YearsPost Park at Phillips
    Place®

Mixed Use






4,305







37,988



4,307



37,986



42,293



12,472


01/96

11/95


5-40 YearsPost Uptown
    Placetm

Mixed Use






2,336







28,843



2,363



28,816



31,179



6,761


09/98

09/98


5-40 YearsMiscellaneous
    Investments(6)








13,212



5,496



241,791



98,711



161,788



260,499



20,190







5-40 YearsTotal



$
364,866


$
265,112


$
436,671


$
1,830,334


$
371,248


$
2,160,869
(4)

$
2,532,117
(4)

$
547,477   (1)
    
    The aggregate cost for Federal
    Income Tax purposes to the Company was approximately $2,173,000
    at December 31, 2006, taking into account 
    the special allocation of gain to the partners contributing
    property to the Operating Partnership.(2)
    
    These properties serve as
    collateral for the Federal National Mortgage Association credit
    enhancement.(3)
    
    The Company has a leasehold
    interest in the land underlying these communities.(4)
    
    This total excludes for-sale
    condominiums and assets held for sale of $28,295 and $15,645,
    respectively, at December 31, 2006. Assets held for sale
    include 
    the Post
    Oaktmcommunity with gross assets and gross accumulated depreciation
    of $10,967 and $4,035, respectively, at December 31, 2006.(5)
    
    For communities in
    lease-up,
    amounts represent cost associated with completed apartment units.(6)
    
    Miscellaneous investments include
    construction in progress, land held for development and certain
    other corporate assets.    2006


2005


2004Real estate investmentsBalance at beginning of year

$
2,373,406


$
2,407,425


$
2,376,524Improvements


316,296



129,101



106,621Disposition of property(a)


(157,585
)


(163,120
)


(75,720
)Balance at end of year

$
2,532,117


$
2,373,406


$
2,407,425Accumulated depreciationBalance at beginning of year

$
516,954


$
498,367


$
436,245Depreciation(b)


67,311



75,185



83,271Accumulated depreciation on
    disposed property(a)


(36,788
)


(56,598
)


(21,149
)Balance at end of year(c)

$
547,477


$
516,954


$
498,367   (a)
    
    Represents reductions for assets
    classified as held for sale and converted into for-sale
    condominiums as well as assets sold in 2006.(b)
    
    Represents depreciation expense of
    real estate assets. Amounts exclude depreciation and
    amortization of lease intangible assets, 
    commercial leasing costs and excess joint venture investments.(c)
    
    Accumulated depreciation on the
    balance sheet excludes accumulated depreciation on assets held
    for sale in the amounts of $4,035, $0 and $26,332 
    at December 31, 2006, 2005 and 2004, respectively.




---



##### Table of Contents



3.
    Exhibits  Regulation S-K
    ExhibitNo.



Description3
.1(a)



Articles of Incorporation of the
    Company3
.2(b)



Articles of Amendment to the
    Articles of Incorporation of the Company3
.3(b)



Articles of Amendment to the
    Articles of Incorporation of the Company3
.4(b)



Articles of Amendment to the
    Articles of Incorporation of the Company3
.5(c)



Articles of Amendment to the
    Articles of Incorporation of the Company3
.6(d)



Bylaws of the Company (as Amended
    and Restated as of November 5, 2003)3
.7(e)



Amendment No. 1 to the
    Amended and Restated By-Laws of the Company4
.1(f)



Indenture between the Company and
    SunTrust Bank, as Trustee4
.2(f)



Form of First Supplemental
    Indenture to the Indenture between the Company and SunTrust
    Bank, as Trustee10
.1(b)



Second Amended and Restated
    Agreement of Limited Partnership of the Operating Partnership10
.2(b)



First Amendment to Second Amended
    and Restated Partnership Agreement10
.3(b)



Second Amendment to Second Amended
    and Restated Partnership Agreement10
.4(g)



Third Amendment to Second Amended
    and Restated Partnership Agreement10
.5(g)



Fourth Amendment to Second Amended
    and Restated Partnership Agreement10
.6(c)



Fifth Amendment to Second Amended
    and Restated Partnership Agreement10
.7(h)



Sixth Amendment to Second Amended
    and Restated Partnership Agreement10
.8(i)*



Employee Stock Plan10
.9(b)*



Amendment to Employee Stock Plan10
.10(b)*



Amendment No. 2 to Employee
    Stock Plan10
.11(b)*



Amendment No. 3 to Employee
    Stock Plan10
.12(b)*



Amendment No. 4 to Employee
    Stock Plan10
.13(j)*



2003 Incentive Stock Plan10
.14(b)



Form of Indemnification Agreement
    for officers and directors10
.15(a)*



Profit Sharing Plan of the Company10
.16(b)*



Amendment Number One to Profit
    Sharing Plan10
.17(b)*



Amendment Number Two to Profit
    Sharing Plan10
.18(b)*



Amendment Number Three to Profit
    Sharing Plan10
.19(b)*



Amendment Number Four to Profit
    Sharing Plan10
.20(a)



Form of General Partner 1%
    Exchange Agreement10
.21(k)*



Dividend Reinvestment Stock
    Purchase Plan10
.22(l)



Credit Agreement dated as of
    January 16, 2004 among Post Apartment Homes, L.P., Wachovia
    Bank, N.A., and certain other lenders10
.23(m)



First Amendment to Credit Agreement10
.24(n)



Letter Agreement, dated as of
    December 22, 2004, by and among Post Apartment Homes, L.P.,
    certain lenders under the Credit Agreement and Wachovia Bank,
    N.A., as the Administrative Agent10
.25(n)



Letter Agreement, dated as of
    December 23, 2004, by and among Post Apartment Homes, L.P.
    and Fannie Mae10
.26(o)*



Deferred Compensation Plan for
    Directors and Eligible Employees (as amended and restated
    effective as of January 1, 2005)10
.27(p)*



Form of Change in Control
    Agreement (3.0X) and schedule of executive officers who have
    entered into such agreement10
.28(p)*



Form of Change in Control
    Agreement (2.0X) and schedule of executive officers who have
    entered into such agreement10
.29(q)*



Form of Change in Control
    Agreement (1.5X) and schedule of executive officers who have
    entered into such agreement10
.30(q)*



Form of Change in Control
    Agreement (1.0X) and schedule of executive officers who have
    entered into such agreement10
.31(q)*



Form of Amendment No. 1 to
    Change in Control Agreement and schedule of executive officers
    who have entered into such amendment




---



##### Table of Contents



ExhibitNo.



Description10
.32(q)*



Version One Amendment No. 2
    to Change in Control Agreement and schedule of executive
    officers who have entered into such amendment10
.33(q)*



Version Two Amendment No. 2
    to Change in Control Agreement and schedule of executive
    officers who have entered into such amendment10
.34(q)*



Employment Agreement with David P.
    Stockert10
.35(d)*



Amendment No. 1 to Employment
    Agreement with David P. Stockert10
.36(q)*



Employment Agreement with Thomas
    D. Senkbeil10
.37(q)*



Amendment No. 1 to Employment
    Agreement with Thomas D. Senkbeil10
.38(d)*



Amendment No. 2 to Employment
    Agreement with Thomas D. Senkbeil10
.39(d)*+



Restricted Stock Grant Certificate
    for Robert C. Goddard, III, dated July 17, 200310
.40(d)*



Non-Incentive Stock Option
    Certificate for Robert C. Goddard, III, dated July 17,
    200310
.41(r)*



Form of 2003 Incentive Stock Plan,
    Non-Incentive Stock Option and Stock Appreciation Right
    Certificate for Key Employees10
.42(r)*



Form of 2003 Incentive Stock Plan,
    Non-Incentive Stock Option and Stock Appreciation Right
    Certificate for Directors10
.43(s)*



Employment and Change in Control
    Agreement, dated as of October 17, 2005, by and among
    Thomas L. Wilkes, Post Properties, Inc., Post Apartment Homes,
    L.P., and Post Services, Inc.10
.44(s)*



Employment and Change in Control
    Agreement, dated as of October 17, 2005, by and among
    Sherry W. Cohen, Post Properties, Inc., Post Apartment Homes,
    L.P., and Post Services, Inc.10
.45(s)*



Amended and Restated Employment
    and Change in Control Agreement, dated as of October 17,
    2005, by and among Christopher J. Papa, Post Properties, Inc.,
    Post Apartment Homes, L.P., and Post Services, Inc.10
.46*



Form of 2003 Incentive Stock Plan
    Restricted Stock Grant Certificate for Key Employees for grants
    in February 2007 and thereafter10
.47(t)*



Form of 2003 Incentive Stock Plan
    Restricted Stock Grant Certificate for Key Employees for grants
    prior to February 200710
.48*



Form of 2003 Incentive Stock Plan
    Restricted Stock Grant Certificate for Directors10
.49(u)



Amended and Restated Credit
    Agreement dated as of April 28, 2006 by and amongst Post
    Apartment Homes, L.P., Wachovia Capital Markets, LLC and
    J.P. Morgan Securities Inc., Wachovia Bank, National
    Association, SunTrust Bank and Sumitomo Mitsui Banking
    Corporation, and the financial institutions a party thereto and
    their assignees10
.50*



Form of 2003 Incentive Stock Plan
    Restricted Stock Grant Certificate for Robert C. Goddard11
.1(v)



Statement Regarding Computation of
    Per Share Earnings21
.1



List of Subsidiaries23
.1



Consent of Deloitte &
    Touche LLP  Post Properties, Inc.23
.2



Consent of Deloitte &
    Touche LLP  Post Apartment Homes, L.P. and Post
    Properties, Inc.23
.3



Consent of PricewaterhouseCoopers
    LLP  Post Properties, Inc.23
.4



Consent of PricewaterhouseCoopers
    LLP  Post Apartment Homes, L.P. and Post Properties,
    Inc.31
.1



Certification of the Chief
    Executive Officer pursuant to
    Rule 13a-14(a)
    or
    Rule 15d-14(a)
    of the Securities Exchange Act of 1934, as amended, and adopted
    under Section 302 of the Sarbanes-Oxley Act of 200231
.2



Certification of the Chief
    Financial Officer pursuant to
    Rule 13a-14(a)
    or
    Rule 15d-14(a)
    of the Securities Exchange Act of 1934, as amended, and adopted
    under Section 302 of the Sarbanes-Oxley Act of 200232
.1



Certification of the Chief
    Executive Officer pursuant to 18 U.S.C. 1350, as adopted
    under Section 906 of the Sarbanes-Oxley Act of 200232
.2



Certification of the Chief
    Financial Officer pursuant to 18 U.S.C. 1350, as adopted
    under Section 906 of the Sarbanes-Oxley Act of 2002  *
    
    Identifies each management contract or compensatory plan
    required to be filed. +
    
    Also serves as the of restricted stock grant certificate
    for directors under the 2003 Incentive Stock Plan. (a)
    
    Filed as an exhibit to the Registration Statement on
    Form S-11
    (SEC File
    No. 33-61936),
    as amended, of the Company and incorporated herein by reference.(b)
    
    Filed as an exhibit to the Annual Report on
    Form 10-K
    of the Registrants for the year ended December 31, 2002 and
    incorporated herein by reference.




---



##### Table of Contents



(c)
    
    Filed as an exhibit to the Quarterly Report on
    Form 10-Q
    of the Registrants for the quarter ended September 30, 1999
    and incorporated herein by reference.(d)
    
    Filed as an exhibit to the Quarterly Report on
    Form 10-Q
    of the Registrants for the quarter ended September 30, 2003
    and incorporated herein by reference.(e)
    
    Filed as Appendix A to the 2004 proxy statement and
    incorporated herein by reference.(f)
    
    Filed as an exhibit to the Registration Statement on
    Form S-3
    (SEC File
    No. 333-42884),
    as amended, of the Company and incorporated herein by reference.(g)
    
    Filed as an exhibit to the Annual Report on
    Form 10-K
    of the Registrants for the year ended December 31, 1998 and
    incorporated herein by reference.(h)
    
    Filed as an exhibit to the Annual Report on
    Form 10-K
    of the Registrants for the year ended December 31, 2000 and
    incorporated herein by reference.(i)
    
    Filed as an exhibit to the Registration Statement on
    Form S-11
    (SEC File
    No. 33-71650),
    as amended, of the Company and incorporated herein by reference.(j)
    
    Filed as Appendix A to the 2003 proxy statement and
    incorporated herein by reference.(k)
    
    Filed as part of the Registration Statement on
    Form S-3
    (File No.
    333-39461)
    of the Company and incorporated herein by reference.(l)
    
    Filed as an exhibit to the Annual Report on
    Form 10-K
    for the Registrants for the year ended December 31, 2003
    and incorporated herein by reference.(m)
    
    Filed as an exhibit to the Current Report on
    Form 8-K
    of the Registrants filed December 22, 2004 and incorporated
    herein by reference.(n)
    
    Filed as an exhibit to the Current Report on
    Form 8-K
    of the Registrants filed December 28, 2004 and incorporated
    herein by reference.(o)
    
    Filed as an exhibit to the Current Report on
    Form 8-K
    of the Registrants filed August 15, 2005 and incorporated
    herein by reference.(p)
    
    Filed as an exhibit to the Annual Report on
    Form 10-K
    of the Registrants for the year ended December 31, 2001 and
    incorporated herein by reference.(q)
    
    Filed as an exhibit to the Quarterly Report on
    Form 10-Q
    of the Registrants for the quarter ended June 30, 2003 and
    incorporated herein by reference.(r)
    
    Filed as an exhibit to the Current Report on
    Form 8-K
    of the Registrants filed January 24, 2006 and incorporated
    herein by reference.(s)
    
    Filed as an exhibit to the Current Report on
    Form 8-K
    of the Registrants filed October 18, 2005 and incorporated
    herein by reference.(t)
    
    Filed as an exhibit to the Annual Report on
    Form 10-K
    of the Registrants for the year ended December 31, 2005 and
    incorporated herein by reference.(u)
    
    Filed as an exhibit to the Current Report on
    Form 8-K
    of the Registrants filed May 2, 2006 and incorporated
    herein by reference.(v)
    
    The information required by this exhibit is included in
    note 6 to the consolidated financial statement and
    incorporated herein by reference.




---



##### Table of Contents



SIGNATURES
        By
    /s/  David
    P. Stockert        Signature

Title

Date/s/  Robert
    C.
    Goddard, IIIRobert
    C. Goddard, III

Chairman of the Board and Director

March 1, 2007/s/  David
    P. StockertDavid
    P. Stockert

President, Chief Executive Officer
    and Director (Principal Executive Officer)

March 1, 2007/s/  Christopher
    J. PapaChristopher
    J. Papa

Executive Vice President and Chief
    Financial Officer (Principal Financial Officer)

March 1, 2007/s/  Arthur
    J. QuirkArthur
    J. Quirk

Senior Vice President and Chief
    Accounting Officer (Principal Accounting Officer)

March 1, 2007/s/  Herschel
    M. BloomHerschel
    M. Bloom

Director

March 1, 2007/s/  Douglas
    Crocker IIDouglas
    Crocker II

Director

March 1, 2007/s/  Walter
    M.
    Deriso, Jr.Walter
    M. Deriso, Jr.

Director

March 1, 2007/s/  Russell
    R. FrenchRussell
    R. French

Director

March 1, 2007/s/  Nicholas
    B.
    PaumgartenNicholas
    B. Paumgarten

Director

March 1, 2007/s/  Charles
    E. RiceCharles
    E. Rice

Director

March 1, 2007/s/  Stella
    F. ThayerStella
    F. Thayer

Director

March 1, 2007Ronald
    de Waal

Director

March 1, 2007




---



##### Table of Contents



SIGNATURES
        By
    /s/  David
    P. Stockert        Signature

Title

Date/s/  Robert
    C.
    Goddard, IIIRobert
    C. Goddard, III

Chairman of the Board and Director

March 1, 2007/s/  David
    P. StockertDavid
    P. Stockert

President, Chief Executive Officer
    and Director (Principal Executive Officer)

March 1, 2007/s/  Christopher
    J. PapaChristopher
    J. Papa

Executive Vice President and Chief
    Financial Officer (Principal Financial Officer)

March 1, 2007/s/  Arthur
    J. QuirkArthur
    J. Quirk

Senior Vice President and Chief
    Accounting Officer (Principal Accounting Officer)

March 1, 2007/s/  Herschel
    M. BloomHerschel
    M. Bloom

Director

March 1, 2007/s/  Douglas
    Crocker IIDouglas
    Crocker II

Director

March 1, 2007/s/  Walter
    M.
    Deriso, Jr.Walter
    M. Deriso, Jr.

Director

March 1, 2007/s/  Russell
    R. FrenchRussell
    R. French

Director

March 1, 2007/s/  Nicholas
    B.
    PaumgartenNicholas
    B. Paumgarten

Director

March 1, 2007/s/  Charles
    E. RiceCharles
    E. Rice

Director

March 1, 2007/s/  Stella
    F. ThayerStella
    F. Thayer

Director

March 1, 2007Ronald
    de Waal

Director

March 1, 2007




---



##### Table of Contents



Exhibit Index
  ExhibitNo.



Description3
.1(a)



Articles of Incorporation of the
    Company3
.2(b)



Articles of Amendment to the
    Articles of Incorporation of the Company3
.3(b)



Articles of Amendment to the
    Articles of Incorporation of the Company3
.4(b)



Articles of Amendment to the
    Articles of Incorporation of the Company3
.5(c)



Articles of Amendment to the
    Articles of Incorporation of the Company3
.6(d)



Bylaws of the Company (as Amended
    and Restated as of November 5, 2003)3
.7(e)



Amendment No. 1 to the
    Amended and Restated By-Laws of the Company4
.1(f)



Indenture between the Company and
    SunTrust Bank, as Trustee4
.2(f)



Form of First Supplemental
    Indenture to the Indenture between the Company and SunTrust
    Bank, as Trustee10
.1(b)



Second Amended and Restated
    Agreement of Limited Partnership of the Operating Partnership10
.2(b)



First Amendment to Second Amended
    and Restated Partnership Agreement10
.3(b)



Second Amendment to Second Amended
    and Restated Partnership Agreement10
.4(g)



Third Amendment to Second Amended
    and Restated Partnership Agreement10
.5(g)



Fourth Amendment to Second Amended
    and Restated Partnership Agreement10
.6(c)



Fifth Amendment to Second Amended
    and Restated Partnership Agreement10
.7(h)



Sixth Amendment to Second Amended
    and Restated Partnership Agreement10
.8(i)*



Employee Stock Plan10
.9(b)*



Amendment to Employee Stock Plan10
.10(b)*



Amendment No. 2 to Employee
    Stock Plan10
.11(b)*



Amendment No. 3 to Employee
    Stock Plan10
.12(b)*



Amendment No. 4 to Employee
    Stock Plan10
.13(j)*



2003 Incentive Stock Plan10
.14(b)



Form of Indemnification Agreement
    for officers and directors10
.15(a)*



Profit Sharing Plan of the Company10
.16(b)*



Amendment Number One to Profit
    Sharing Plan10
.17(b)*



Amendment Number Two to Profit
    Sharing Plan10
.18(b)*



Amendment Number Three to Profit
    Sharing Plan10
.19(b)*



Amendment Number Four to Profit
    Sharing Plan10
.20(a)



Form of General Partner 1%
    Exchange Agreement10
.21(k)*



Dividend Reinvestment Stock
    Purchase Plan10
.22(l)



Credit Agreement dated as of
    January 16, 2004 among Post Apartment Homes, L.P., Wachovia
    Bank, N.A., and certain other lenders10
.23(m)



First Amendment to Credit Agreement10
.24(n)



Letter Agreement, dated as of
    December 22, 2004, by and among Post Apartment Homes, L.P.,
    certain lenders under the Credit Agreement and Wachovia Bank,
    N.A., as the Administrative Agent10
.25(n)



Letter Agreement, dated as of
    December 23, 2004, by and among Post Apartment Homes, L.P.
    and Fannie Mae10
.26(o)*



Deferred Compensation Plan for
    Directors and Eligible Employees (as amended and restated
    effective as of January 1, 2005)10
.27(p)*



Form of Change in Control
    Agreement (3.0X) and schedule of executive officers who have
    entered into such agreement10
.28(p)*



Form of Change in Control
    Agreement (2.0X) and schedule of executive officers who have
    entered into such agreement10
.29(q)*



Form of Change in Control
    Agreement (1.5X) and schedule of executive officers who have
    entered into such agreement10
.30(q)*



Form of Change in Control
    Agreement (1.0X) and schedule of executive officers who have
    entered into such agreement10
.31(q)*



Form of Amendment No. 1 to
    Change in Control Agreement and schedule of executive officers
    who have entered into such amendment10
.32(q)*



Version One Amendment No. 2
    to Change in Control Agreement and schedule of executive
    officers who have entered into such amendment10
.33(q)*



Version Two Amendment No. 2
    to Change in Control Agreement and schedule of executive
    officers who have entered into such amendment10
.34(q)*



Employment Agreement with David P.
    Stockert10
.35(d)*



Amendment No. 1 to Employment
    Agreement with David P. Stockert10
.36(q)*



Employment Agreement with Thomas
    D. Senkbeil10
.37(q)*



Amendment No. 1 to Employment
    Agreement with Thomas D. Senkbeil




---



##### Table of Contents



ExhibitNo.



Description10
.38(d)*



Amendment No. 2 to Employment
    Agreement with Thomas D. Senkbeil10
.39(d)*+



Restricted Stock Grant Certificate
    for Robert C. Goddard, III, dated July 17, 200310
.40(d)*



Non-Incentive Stock Option
    Certificate for Robert C. Goddard, III, dated July 17,
    200310
.41(r)*



Form of 2003 Incentive Stock Plan,
    Non-Incentive Stock Option and Stock Appreciation Right
    Certificate for Key Employees10
.42(r)*



Form of 2003 Incentive Stock Plan,
    Non-Incentive Stock Option and Stock Appreciation Right
    Certificate for Directors10
.43(s)*



Employment and Change in Control
    Agreement, dated as of October 17, 2005, by and among
    Thomas L. Wilkes, Post Properties, Inc., Post Apartment Homes,
    L.P., and Post Services, Inc.10
.44(s)*



Employment and Change in Control
    Agreement, dated as of October 17, 2005, by and among
    Sherry W. Cohen, Post Properties, Inc., Post Apartment Homes,
    L.P., and Post Services, Inc.10
.45(s)*



Amended and Restated Employment
    and Change in Control Agreement, dated as of October 17,
    2005, by and among Christopher J. Papa, Post Properties, Inc.,
    Post Apartment Homes, L.P., and Post Services, Inc.10
.46*



Form of 2003 Incentive Stock Plan
    Restricted Stock Grant Certificate for Key Employees for grants
    in February 2007 and thereafter10
.47(t)*



Form of 2003 Incentive Stock Plan
    Restricted Stock Grant Certificate for Key Employees for grants
    prior to February 200710
.48*



Form of 2003 Incentive Stock Plan
    Restricted Stock Grant Certificate for Directors10
.49(u)



Amended and Restated Credit
    Agreement dated as of April 28, 2006 by and amongst Post
    Apartment Homes, L.P., Wachovia Capital Markets, LLC and
    J.P. Morgan Securities Inc., Wachovia Bank, National
    Association, SunTrust Bank and Sumitomo Mitsui Banking
    Corporation, and the financial institutions a party thereto and
    their assignees10
.50*



Form of 2003 Incentive Stock Plan
    Restricted Stock Grant Certificate for Robert C. Goddard11
.1(v)



Statement Regarding Computation of
    Per Share Earnings21
.1



List of Subsidiaries23
.1



Consent of Deloitte &
    Touche LLP  Post Properties, Inc.23
.2



Consent of Deloitte &
    Touche LLP  Post Apartment Homes, L.P. and Post
    Properties, Inc.23
.3



Consent of PricewaterhouseCoopers
    LLP  Post Properties, Inc.23
.4



Consent of PricewaterhouseCoopers
    LLP  Post Apartment Homes, L.P. and Post Properties,
    Inc.31
.1



Certification of the Chief
    Executive Officer pursuant to
    Rule 13a-14(a)
    or
    Rule 15d-14(a)
    of the Securities Exchange Act of 1934, as amended, and adopted
    under Section 302 of the Sarbanes-Oxley Act of 200231
.2



Certification of the Chief
    Financial Officer pursuant to
    Rule 13a-14(a)
    or
    Rule 15d-14(a)
    of the Securities Exchange Act of 1934, as amended, and adopted
    under Section 302 of the Sarbanes-Oxley Act of 200232
.1



Certification of the Chief
    Executive Officer pursuant to 18 U.S.C. 1350, as adopted
    under Section 906 of the Sarbanes-Oxley Act of 200232
.2



Certification of the Chief
    Financial Officer pursuant to 18 U.S.C. 1350, as adopted
    under Section 906 of the Sarbanes-Oxley Act of 2002  *
    
    Identifies each management contract or compensatory plan
    required to be filed. +
    
    Also serves as the of restricted stock grant certificate
    for directors under the 2003 Incentive Stock Plan. (a)
    
    Filed as an exhibit to the Registration Statement on
    Form S-11
    (SEC File
    No. 33-61936),
    as amended, of the Company and incorporated herein by reference.(b)
    
    Filed as an exhibit to the Annual Report on
    Form 10-K
    of the Registrants for the year ended December 31, 2002 and
    incorporated herein by reference.(c)
    
    Filed as an exhibit to the Quarterly Report on
    Form 10-Q
    of the Registrants for the quarter ended September 30, 1999
    and incorporated herein by reference.(d)
    
    Filed as an exhibit to the Quarterly Report on
    Form 10-Q
    of the Registrants for the quarter ended September 30, 2003
    and incorporated herein by reference.(e)
    
    Filed as Appendix A to the 2004 proxy statement and
    incorporated herein by reference.(f)
    
    Filed as an exhibit to the Registration Statement on
    Form S-3
    (SEC File
    No. 333-42884),
    as amended, of the Company and incorporated herein by reference.(g)
    
    Filed as an exhibit to the Annual Report on
    Form 10-K
    of the Registrants for the year ended December 31, 1998 and
    incorporated herein by reference.(h)
    
    Filed as an exhibit to the Annual Report on
    Form 10-K
    of the Registrants for the year ended December 31, 2000 and
    incorporated herein by reference.(i)
    
    Filed as an exhibit to the Registration Statement on
    Form S-11
    (SEC File
    No. 33-71650),
    as amended, of the Company and incorporated herein by reference.(j)
    
    Filed as Appendix A to the 2003 proxy statement and
    incorporated herein by reference.




---



##### Table of Contents



(k)
    
    Filed as part of the Registration Statement on
    Form S-3
    (File No.
    333-39461)
    of the Company and incorporated herein by reference.(l)
    
    Filed as an exhibit to the Annual Report on
    Form 10-K
    for the Registrants for the year ended December 31, 2003
    and incorporated herein by reference.(m)
    
    Filed as an exhibit to the Current Report on
    Form 8-K
    of the Registrants filed December 22, 2004 and incorporated
    herein by reference.(n)
    
    Filed as an exhibit to the Current Report on
    Form 8-K
    of the Registrants filed December 28, 2004 and incorporated
    herein by reference.(o)
    
    Filed as an exhibit to the Current Report on
    Form 8-K
    of the Registrants filed August 15, 2005 and incorporated
    herein by reference.(p)
    
    Filed as an exhibit to the Annual Report on
    Form 10-K
    of the Registrants for the year ended December 31, 2001 and
    incorporated herein by reference.(q)
    
    Filed as an exhibit to the Quarterly Report on
    Form 10-Q
    of the Registrants for the quarter ended June 30, 2003 and
    incorporated herein by reference.(r)
    
    Filed as an exhibit to the Current Report on
    Form 8-K
    of the Registrants filed January 24, 2006 and incorporated
    herein by reference.(s)
    
    Filed as an exhibit to the Current Report on
    Form 8-K
    of the Registrants filed October 18, 2005 and incorporated
    herein by reference.(t)
    
    Filed as an exhibit to the Annual Report on
    Form 10-K
    of the Registrants for the year ended December 31, 2005 and
    incorporated herein by reference.(u)
    
    Filed as an exhibit to the Current Report on
    Form 8-K
    of the Registrants filed May 2, 2006 and incorporated
    herein by reference.(v)
    
    The information required by this exhibit is included in
    note 6 to the consolidated financial statement and
    incorporated herein by reference.