Mid-America Apartment Communities (MAA) 8-K/A Index to Financial Statements

Exhibit 99.3

INDEX TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED

FINANCIAL INFORMATION

	Page
Introduction		2
Pro Forma Condensed Consolidated Balance Sheet as of September  30, 2016 (unaudited)		4
Pro Forma Condensed Consolidated Statement of Operations for the nine months ended September 30, 2016 (unaudited)		5
Pro Forma Condensed Consolidated Statement of Operations for the year ended December 31, 2015 (unaudited)		6
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements		7

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MID-AMERICA APARTMENT COMMUNITIES, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Introduction

On December 1, 2016, Mid-America Apartment Communities, Inc., or MAA, and Post Properties, Inc., or Post Properties, combined through a merger of Post Properties with and into MAA, which is referred to as the parent merger, with MAA surviving the merger as the combined company, which is referred to as the Combined Corporation. The parent merger was affected pursuant to the terms of a definitive agreement and plan of merger, which is referred to as the merger agreement, which was entered into by MAA, Post Properties and certain of their respective affiliates on August 15, 2016.

Under the terms of the merger agreement, each Post Properties common share converted automatically into the right to receive 0.71 of a newly issued share of MAA common stock and each of Post Properties’ 8½% Series A Cumulative Redeemable Preferred Shares, which we refer to as Post Properties preferred stock, converted automatically into the right to receive one newly issued share of 8.50% Series I Cumulative Redeemable Preferred Stock of MAA, which has the same rights, preferences, privileges and voting powers as the Post Properties preferred stock. Following the parent merger, continuing MAA common shareholders held approximately 68 percent of the issued and outstanding shares of common stock of the Combined Corporation and former Post Properties common shareholders held approximately 32 percent.

The following unaudited pro forma consolidated financial statements are based on MAA’s historical consolidated financial statements and Post Properties’ historical consolidated financial statements, filed as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K/A, and have been adjusted in the statements below to give effect to the parent merger transaction. The unaudited pro forma consolidated statements of operations for the nine months ended September 30, 2016, and the twelve months ended December 31, 2015, give effect to the parent merger as if it had occurred on January 1, 2015, the beginning of the earliest period presented. The unaudited pro forma combined balance sheet as of September 30, 2016, gives effect to the parent merger as if it had occurred on September 30, 2016. The historical consolidated financial statements of Post Properties have been adjusted to reflect certain reclassifications in order to conform to MAA’s financial statement presentation.

The unaudited pro forma consolidated financial statements were prepared using the acquisition method of accounting with MAA considered the acquirer of Post Properties. Under the acquisition method of accounting, the purchase price is allocated to the underlying Post Properties tangible and intangible assets acquired and liabilities assumed based on their respective fair market values with the excess purchase price, if any, allocated to goodwill.

The pro forma adjustments and the purchase price allocation as presented are based on estimates and certain information that is currently available. The assignment of fair values to Post Properties’ assets acquired and liabilities assumed has not been finalized, is subject to change, and could vary materially. Moreover, MAA has not identified all adjustments necessary to conform Post Properties’ accounting policies to MAA’s accounting policies. A final determination of the fair value of Post Properties’ assets and liabilities, including intangible assets with both indefinite or finite lives, will be based on the actual net tangible and intangible assets and liabilities of Post Properties that existed as of the closing date of the parent merger. As a result of the foregoing, the pro forma adjustments are preliminary and are subject to change as additional information becomes available and as additional analyses are performed. The preliminary pro forma adjustments have been made solely for the purpose of providing the unaudited pro forma consolidated financial statements presented below. MAA estimated the fair value of Post Properties’ assets and liabilities based on discussions with Post Properties’ management, preliminary valuation studies, due diligence and information presented in Post Properties’ public filings. Until the parent merger was completed, both companies

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were limited in their ability to share certain information. Final valuations are in the process of being performed and are not yet available. Any increases or decreases in the fair value of relevant balance sheet amounts upon completion of the final valuations will result in adjustments to the pro forma balance sheet and/or statements of operations. The final purchase price allocation may be different than that reflected in the pro forma purchase price allocation presented herein, and this difference may be material.

Assumptions and estimates underlying the unaudited adjustments to the unaudited pro forma consolidated financial statements are described in the accompanying notes. The historical consolidated financial statements have been adjusted in the unaudited pro forma consolidated financial statements to give effect to pro forma events that are: (1) directly attributable to the parent merger, (2) factually supportable, and (3) expected to have a continuing impact on the results of operations of the Combined Corporation following the parent merger. This information is presented for illustrative purposes only and is not indicative of the combined operating results or financial position that would have occurred if such transactions had occurred on the dates and in accordance with the assumptions described below, nor is it indicative of future operating results or financial position.

The unaudited pro forma consolidated financial statements, although helpful in illustrating the financial characteristics of the Combined Corporation under one set of assumptions, do not reflect the benefits of expected cost savings (or associated costs to achieve such savings), opportunities to earn additional revenue, or other factors that may result as a consequence of the parent merger and do not attempt to predict or suggest future results. Specifically, the unaudited pro forma consolidated statements of operations exclude projected operating efficiencies and synergies expected to be achieved as a result of the parent merger. The projected operating synergies are expected to include approximately $20 million in combined annual cost synergies. The unaudited pro forma consolidated financial statements also exclude the effects of costs associated with any restructuring or integration activities or asset dispositions resulting from the parent merger as they are currently not known, and to the extent they occur, are expected to be non-recurring and will not have been incurred at the closing date of the parent merger. However, such costs could affect the Combined Corporation in the period the costs are incurred or recorded. Further, the unaudited pro forma consolidated financial statements do not reflect the effect of any regulatory actions that may impact the results of the Combined Corporation.

The unaudited pro forma consolidated financial statements have been developed from and should be read in conjunction with:

• the accompanying notes to the unaudited pro forma consolidated financial statements;

• the historical audited consolidated financial statements of MAA as of and for the year ended December 31, 2015, included in MAA’s Form 10-K filed with the Securities and Exchange Commission, or SEC, on February 26, 2016, and the historical unaudited consolidated financial statements of MAA as of and for the nine months ended September 30, 2016, included in MAA’s Form 10-Q filed with the SEC on October 28, 2016;

• the historical audited consolidated financial statements of Post Properties as of and for the year ended December 31, 2015, and the historical unaudited consolidated financial statements of Post Properties as of and for the nine months ended September 30, 2016, which are included as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K/A; and

• other information relating to MAA and Post Properties contained in this filing.

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MID-AMERICA APARTMENT COMMUNITIES, INC.

PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

SEPTEMBER 30, 2016

(Unaudited)

(Dollars in thousands)

	MAA Historical			Post Historical (A)			Pro Forma Adjustments					MAA Pro Forma
Assets:
Real estate assets:
Land	$	943,320		$	325,842		$	536,907		(B	)	$	1,806,069
Buildings and improvements		7,142,278			2,433,854			882,481		(B	)		10,458,613
Furniture, fixtures and equipment		253,586			321,277			(241,856	)	(B	)		333,007
Development and capital improvements in progress		51,277			243,334			(12,034	)	(B	)		282,577
		8,390,461			3,324,307			1,165,498					12,880,266
Less accumulated depreciation		(1,680,431	)		(1,064,874	)		1,064,874		(C	)		(1,680,431	)
		6,710,030			2,259,433			2,230,372					11,199,835
Undeveloped land		40,514			16,730			1,520		(B	)		58,764
Corporate properties, net		9,257			5,854			(5,629	)	(B	)		9,482
Investments in real estate joint ventures		20			3,645			63,213		(D	)		66,878
Real estate assets, net		6,759,821			2,285,662			2,289,476					11,334,959
Cash and cash equivalents		27,817			5,060			—					32,877
Restricted cash		31,037			4,039			—					35,076
Deferred financing costs, net		4,260			1,786			(1,786	)	(E	)		4,260
Other assets		56,771			29,156			61,926		(F	)		147,853
Goodwill		1,607			—			—					1,607
Total assets	$	6,881,313		$	2,325,703		$	2,349,616				$	11,556,632
Liabilities and equity:
Liabilities:
Unsecured notes payable	$	2,195,989		$	760,119		$	16,203		(G	)	$	2,972,311
Secured notes payable		1,238,168			187,256			10,043		(G	)		1,435,467
Accounts payable		9,080			13,541			—					22,621
Fair market value of interest rate swaps		8,950			5,240			—					14,190
Accrued expenses and other liabilities		259,965			150,187			22,241		(H	)		432,393
Security deposits		12,221			6,656			—					18,877
Total liabilities		3,724,373			1,122,999			48,487					4,895,859
Redeemable Stock		9,358			7,477			(7,477	)	(J	)		9,358
Shareholders’ equity:
Preferred stock		—			9			—		(I	)		9
Common stock		754			546			(166	)	(J	)		1,134
Additional paid-in capital		3,632,013			1,120,204			2,343,158		(J	)		7,095,375
Accumulated distributions in excess of net income		(647,390	)		148,149			(148,149	)	(J	)
								(36,131	)	(H	)		(683,521	)
Treasury Stock		—			(70,760	)		70,760		(J	)		—
Accumulated other comprehensive losses		(2,045	)		(5,227	)		5,227		(J	)		(2,045	)
Total MAA shareholders’ equity		2,983,332			1,192,921			2,234,699					6,410,952
Noncontrolling interest-limited partner equity		164,250			—			73,907		(K	)		238,157
Noncontrolling interest-consolidated real estate entity		—			2,306			—					2,306
Total equity		3,147,582			1,195,227			2,308,606					6,651,415
Total liabilities and equity	$	6,881,313		$	2,325,703		$	2,349,616				$	11,556,632

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MID-AMERICA APARTMENT COMMUNITIES, INC.

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

NINE MONTHS ENDED SEPTEMBER 30, 2016

(Unaudited)

(Dollars in thousands, except per share data)

	MAA Historical			Post Historical (A)			Pro Forma Adjustments					MAA Pro Forma
Operating revenues:
Rental revenues	$	749,153		$	281,298		$	—				$	1,030,451
Other property revenues		68,997			17,651			—					86,648
Total property revenues		818,150			298,949			—					1,117,099
Other operating revenues		—			828			—					828
Total operating revenues		818,150			299,777			—					1,117,927
Property operating expenses:
Personnel		78,290			24,139			—					102,429
Building repairs and maintenance		23,156			14,161			—					37,317
Real estate taxes and insurance		104,182			51,161			—					155,343
Utilities		69,070			15,368			—					84,438
Landscaping		15,016			3,375			—					18,391
Other operating		20,768			11,503			—					32,271
Depreciation and amortization		227,829			69,452			35,312		(L	)		332,593
Total property operating expenses		538,311			189,159			35,312					762,782
Acquisition expense		2,167			—			—					2,167
Property management expenses		25,221			10,071			—					35,292
General and administrative expenses		20,257			13,121			—		(M	)		33,378
Merger-related expenses		3,901			6,468			—					10,369
Income from continuing operations before non-operating items		228,293			80,958			(35,312	)				273,939
Interest and other non-property income		159			184			—					343
Interest expense		(96,418	)		(23,306	)		5,538		(N	)		(114,186	)
Gain on debt extinguishment/modification		3			—			—					3
Net casualty gain after insurance and other settlement proceeds		738			—			—					738
Gain on sale of depreciable real estate assets		48,572			—			—					48,572
Gain on sale of non-depreciable real estate assets		2,170			—			—					2,170
Income before income tax expense		183,517			57,836			(29,774	)				211,579
Income tax expense		(1,200	)		(150	)		—					(1,350	)
Income from continuing operations before joint venture activity		182,317			57,686			(29,774	)				210,229
Gain from real estate joint ventures		27			2,153			—					2,180
Income from continuing operations		182,344			59,839			(29,774	)				212,409
Net income attributable to noncontrolling interests		9,508			126			(1,965	)	(O	)		7,669
Net income available for common shareholders		172,836			59,713			(27,809	)				204,740
Dividends to preferred shareholders		—			2,766			—					2,766
Net income available for common shareholders	$	172,836		$	56,947		$	(27,809	)				201,974
Weighted average common shares outstanding—basic		75,263			53,442					(P	)		113,207
Weighted average common shares outstanding—diluted		75,502			53,459					(P	)		113,458
Earnings per common share—basic:
Net income available for common shareholders	$	2.29		$	1.06					(P	)	$	1.78
Earnings per common share—diluted:
Net income available for common shareholders	$	2.29		$	1.06					(P	)	$	1.78

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MID-AMERICA APARTMENT COMMUNITIES, INC.

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2015

(Unaudited)

(Dollars in thousands, except per share data)

	MAA Historical			Post Historical (A)			Pro Forma Adjustments					MAA Pro Forma
Operating revenues:
Rental revenues	$	952,196		$	360,615		$	—				$	1,312,811
Other property revenues		90,583			22,182			—					112,765
Total property revenues		1,042,779			382,797			—					1,425,576
Other operating revenues		—			1,209			—					1,209
Total operating revenues		1,042,779			384,006			—					1,426,785
Property operating expenses
Personnel		103,000			30,720			—					133,720
Building repairs and maintenance		30,524			16,567			—					47,091
Real estate taxes and insurance		129,618			66,758			—					196,376
Utilities		89,769			20,276			—					110,045
Landscaping		19,458			4,439			—					23,897
Other operating		28,276			14,369			—					42,645
Depreciation and amortization		294,520			87,458			81,907		(Q	)		463,885
Total property operating expenses		695,165			240,587			81,907					1,017,659
Acquisition expense		2,777			—			—					2,777
Property management expenses		30,990			14,201			—					45,191
General and administrative expenses		25,716			18,558			—		(R	)		44,274
Income from continuing operations before non-operating items		288,131			110,660			(81,907	)				316,884
Interest and other non-property income (expense)		(368	)		410			—					42
Interest expense		(122,344	)		(33,577	)		7,498		(S	)		(148,423	)
Gain on debt extinguishment/modification		(3,602	)		(197	)		—					(3,799	)
Net casualty gain after insurance and other settlement proceeds		473			—			—					473
Gain on sale of depreciable real estate assets		189,958			1,475			—					191,433
Gain on sale of non-depreciable real estate assets		172			—			—					172
Income before income tax expense		352,420			78,771			(74,409	)				356,782
Income tax expense		(1,673	)		(186	)		—					(1,859	)
Income from continuing operations before joint venture activity		350,747			78,585			(74,409	)				354,923
Gain from real estate joint ventures		(2	)		2,208			—					2,206
Income from continuing operations		350,745			80,793			(74,409	)				357,129
Net income attributable to noncontrolling interests		18,458			170			(5,702	)	(T	)		12,926
Net income available for common shareholders		332,287			80,623			(68,707	)				344,203
Dividends to preferred shareholders		—			3,688			—					3,688
Net income available for common shareholders	$	332,287		$	76,935		$	(68,707	)			$	340,515
Weighted average common shares outstanding—basic		75,176			54,290					(U	)		113,722
Weighted average common shares outstanding—diluted		75,176			54,306					(U	)		113,733
Earnings per common share—basic:
Net income available for common shareholders	$	4.41		$	1.41					(U	)	$	2.99
Earnings per common share—diluted:
Net income available for common shareholders	$	4.41		$	1.41					(U	)	$	2.99

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MID-AMERICA APARTMENT COMMUNITIES, INC.

NOTES TO UNAUDITED PRO FORMA

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1:

Overview

For purposes of the unaudited pro forma consolidated financial statements, or the pro forma financial statements, we have assumed a total purchase price for the parent merger of approximately $3.5 billion, which consists of shares of MAA common stock, 8.50 % Series I Cumulative Redeemable Preferred Stock of MAA, or new MAA preferred stock, issued in exchange for shares of Post Properties preferred stock, and Class A common units of Mid-America Apartments, L.P., or new MAA LP units, issued in exchange for units of Post Apartment Homes, L.P., or Post LP units. Under the terms of the merger agreement, the transaction was valued at $64.90 per Post Properties common share, based on the opening price of MAA’s common stock on December 1, 2016, the closing date of the parent merger. Each issued and outstanding share of Post Properties common stock received 0.71 of a share of MAA common stock totaling a maximum aggregate number of MAA common shares of approximately 38 million shares. In addition to the common shares, the transaction resulted in the issuance of approximately 868 thousand shares of new MAA preferred stock from the conversion of each outstanding share of Post Properties preferred stock into the right to receive one share of new MAA preferred stock. The transaction resulted in approximately 80 thousand additional new MAA LP units from the conversion of Post LP units into new MAA LP units using the 0.71 conversion rate noted above. We estimate that the MAA stock price represents the fair value of the new MAA LP units.

The pro forma financial statements have been prepared assuming the parent merger is accounted for using the acquisition method of accounting under U.S. GAAP, which we refer to as acquisition accounting, with MAA as the acquiring entity. Accordingly, under acquisition accounting, the total estimated purchase price is allocated to the acquired net tangible and identifiable intangible assets and liabilities assumed of Post Properties based on their respective fair values as further described below.

To the extent identified, certain reclassifications have been reflected in the pro forma adjustments to conform Post Properties’ financial statement presentation to that of MAA, as described in Note 2. However, the unaudited pro forma financial statements may not reflect all adjustments necessary to conform the accounting policies of Post Properties to those of MAA due to limitations on the availability of information as of the date of this filing.

The pro forma adjustments represent MAA management’s estimates based on information available as of the date of this filing and are subject to change as additional information becomes available and additional analyses are performed. The pro forma financial statements do not reflect the impact of possible revenue or earnings enhancements, cost savings from operating efficiencies or synergies, or asset dispositions. Also, the pro forma financial statements do not reflect possible adjustments related to restructuring or integration activities that have yet to be determined or transaction or other costs that are not expected to have a continuing impact. Further, one-time transaction-related expenses incurred prior to, or concurrent with, closing the parent merger are not included in the pro forma statements of operations.

The pro forma statements of operations for the year ended December 31, 2015, and for the nine months ended September 30, 2016, combine the historical consolidated statements of operations of MAA and Post Properties, giving effect to the parent merger as if it had been consummated on January 1, 2015, the beginning of the earliest period presented. The pro forma balance sheet combines the historical consolidated balance sheet of MAA and the historical consolidated balance sheet of Post Properties as of September 30, 2016, giving effect to the parent merger as if it had been consummated on September 30, 2016.

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MID-AMERICA APARTMENT COMMUNITIES, INC.

NOTES TO UNAUDITED PRO FORMA

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The parent merger was completed on December 1, 2016.

Purchase Price

The total purchase price of approximately $3.5 billion was determined based on the number of Post Properties’ shares of common stock, preferred stock and Post Properties LP Units as of December 1, 2016. In all cases in which MAA’s closing stock price is a determining factor in arriving at final consideration for the parent merger, the stock price used to determine the purchase price is the opening price of MAA’s common stock on December 1, 2016 ($91.41 per share), the closing date of the parent merger.

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MID-AMERICA APARTMENT COMMUNITIES, INC.

NOTES TO UNAUDITED PRO FORMA

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The purchase price described above has been allocated to Post Properties’ tangible and intangible assets acquired and liabilities assumed for purposes of these pro forma financial statements, based on their estimated relative fair values assuming the parent merger was completed on the pro forma balance sheet date presented. The final allocation will be based upon valuations and other analyses for which there is currently insufficient information to make a definitive allocation. Accordingly, the purchase price allocation adjustments are preliminary and have been made solely for the purpose of providing pro forma financial statements. The final purchase price allocation will be determined after the completion of a thorough analysis to determine the fair value of Post Properties’ tangible assets and liabilities, including fixed assets and identifiable intangible assets and liabilities. As a result, the final acquisition accounting adjustments, including those resulting from conforming Post Properties’ accounting policies to those of MAA, could differ materially from the pro forma adjustments presented herein. The total purchase price was allocated based on Post Properties’ historical unaudited consolidated Balance Sheet as of September 30, 2016, as adjusted for certain pro forma reclassifications to conform with the financial statement presentation of MAA, as follows (in thousands):

Asset/Liability	Book Value			Fair Value Adjustment			Total Value
Real estate assets, net	$	2,285,662		$	2,289,476		$	4,575,138
Lease intangible assets		-			61,926			61,926
Cash and cash equivalents		5,060			-			5,060
Deferred costs and other assets		34,981			(1,786	)		33,195
Notes payable		(947,375	)		(26,246	)		(973,621	)
Fair market value of interest rate swaps		(5,240	)		-			(5,240	)
Accounts payable, accrued expenses, and other liabilities		(170,384	)		13,890			(156,494	)
Noncontrolling interest-consolidated real estate entity		(2,306	)		-			(2,306	)
Total Purchase Price							$	3,537,658

Note 2:

(A) The Post Properties historical amounts include the reclassifications of certain balances in order to conform to MAA’s presentation as noted below:

Balance Sheet

• The components of corporate properties, net of accumulated depreciation, were in separate components titled “Land,” “Building and improvements,” “Furniture, fixtures and equipment,” and “Accumulated depreciation.” These balances have been reclassified into “Corporate properties, net.”

• The components of unsecured and secured notes payable were combined in “Indebtedness.” These balances have been reclassified into “Unsecured notes payable” and “Secured notes payable.”

• The carrying values of hedging instruments and of accounts payable were classified as components of “Accounts payable, accrued expenses and other.” These balances have been reclassified into “Fair market value of interest rate swaps” and “Accounts payable,” respectively.

• The components of security deposits and prepaid rents were combined in “Security deposits and prepaid rents.” These components have been reclassified into “Security deposits” and “Accrued expenses and other liabilities,” respectively.

Statement of Operations

• The components of “Property operating expense and maintenance,” “Investment and development,” “Other investing costs,” and “Other expenses” were reclassified to the property operating expenses line items: “Personnel,” “Building repairs and maintenance,” “Real estate taxes and insurance,” “Utilities,” “Landscaping,” and “Other operating.”

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MID-AMERICA APARTMENT COMMUNITIES, INC.

NOTES TO UNAUDITED PRO FORMA

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

• The line item “Interest income” has been reclassified as a component of “Interest and other non-property income (expense).”

• Franchise tax expense, income tax expense, and the expense from the amortization of line of credit deferred financing costs were included as components of the amount on the line titled “Other income (expense), net.” These expenses have been reclassified to “Property management expenses,” “Income tax expense,” and “Interest expense,” respectively.

Balance Sheet Adjustments

(B) The real estate assets of Post Properties have been adjusted to their estimated fair values as of September 30, 2016. A third party service provider was used to estimate the fair value generally by applying a capitalization rate to estimated net operating income, using recent third party appraisals, or other available market data. The purchase price allocation was performed using the opening stock price of MAA on December 1, 2016.

(C) Post Properties’ historical accumulated depreciation is eliminated since the assets were presented at estimated fair value.

(D) Post Properties’ investments in real estate joint ventures have been adjusted to their estimated fair value as of September 30, 2016, using valuation techniques similar to those used to estimate the fair value of wholly-owned assets as discussed in (B) above. A fair market value adjustment for debt held by the joint ventures is included. The fair value of debt was estimated based upon contractual future cash flows discounted using borrowing spreads and market interest rates that would have been available for debt with similar terms and maturities.

(E) Post Properties’ historical line of credit deferred financing costs of $1.8 million, net, were eliminated.

(F) Other assets adjustment includes $29.7 million for acquisition value of acquired in place leases related to multifamily properties, $22.0 million for acquisition value of in places leases, above market rent, leasing commissions, and leasing costs related to commercial properties, and $10.3 million for acquisition value of an above market ground lease. The estimated fair value of in place leases was calculated based upon the best estimate of the costs to obtain residents and tenants, including leasing commissions, in each applicable market.

(G) The debt balances of Post Properties have been adjusted to reflect the estimated fair value at September 30, 2016. The fair value was estimated based upon contractual future cash flows discounted using borrowing spreads and market interest rates that would have been available for debt with similar terms and maturities. Fair value also includes transfer fees paid to assume the debt.

(H) Adjustment represents estimated remaining transaction costs to be paid by MAA and Post Properties prior to, or concurrent with, the closing of the parent merger of approximately $36.1 million in “Accrued expenses and other liabilities,” consisting primarily of fees for investment bankers, legal, accounting, tax, and certain filings to be paid to third parties based on actual expenses incurred to date and each party’s best estimate of its remaining fees as provided to MAA and Post Properties. The adjustment does not include costs related to equity or debt financing, if any, and severance plans. In addition to the estimated transaction cost adjustment, “Accrued expenses and other liabilities” is also adjusted for the elimination of $15.5 million from the fair value adjustment, as discussed in (D) above, to Post Properties’ credit investment in a real estate joint venture. As a result, the estimated total fair value of the joint venture is presented as an asset in “Investments in real estate joint ventures.” The adjustment to “Accrued expenses and other liabilities” also includes $1.6 million for below market retail lease liabilities.

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MID-AMERICA APARTMENT COMMUNITIES, INC.

NOTES TO UNAUDITED PRO FORMA

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(I) Adjustment represents the elimination of all historical Post Properties preferred stock and replaces it with the new MAA preferred stock.

(J) Adjustment represents an increase of $3.5 billion for the issuance of approximately 38.0 million shares of MAA common stock in the parent merger using a value of $91.41 per share, which is MAA’s opening stock price on December 1, 2016, along with approximately 868 thousand preferred shares and 108 thousand stock options. The adjustment was offset by the elimination of Post Properties’ $1.2 billion Equity balance for the cancellation of Post Properties common stock, preferred shares, treasury shares, and other equity balance eliminations.

(K) The adjustment to noncontrolling interest represents the allocation of equity to the limited partnership unitholders based on the estimated fair value assumptions above.

Statement of Operations Adjustment—Nine months ended September 30, 2016

(L) Depreciation and amortization is adjusted to remove $69.5 million of historical depreciation and amortization expense and to recognize $101.1 million of depreciation due to the fair value adjustment of the real estate assets and $3.7 million of amortization from the intangible assets recognized at estimated fair value. This depreciation and amortization adjustment is computed on a straight-line basis over the estimated weighted average useful lives of the related assets, which range from 35 years for land improvements and buildings, 2 years for furniture, fixtures, and equipment, 4 years amortization for acquired retail leases, and 6 months amortization for acquired residential leases, all of which are subjective determinations.

(M) We expect the parent merger to create general and administrative cost efficiencies but there can be no assurance that such costs will be achieved. Since these cost efficiencies are not factually supportable, we have not included any estimate of projected cost savings.

(N) Interest expense is reduced by $5.5 million as the result of the amortization of the fair market value of debt adjustment as discussed in (G) above.

(O) The adjustment to noncontrolling interest was made to reflect the limited partnership unitholders’ combined ownership percentage of 3.61% in the consolidated results of the Combined Corporation.

(P) The calculation of basic and diluted income from continuing operations per common share was as follows:

	Nine Months Ended September 30, 2016 (Dollars in thousands, except per share data)
	MAA Historical		Post Properties Historical		MAA Pro Forma
Adjusted income from continuing operations attributable to common shares, basic	$	172,351	$	56,819	$	201,361
Adjusted income from continuing operations attributable to common shares, diluted	$	172,836	$	56,819	$	201,846
Weighted average common shares outstanding, basic		75,263		53,442		113,207
Weighted average common shares, diluted		75,502		53,459		113,458
Net income from continuing operations per common share, basic	$	2.29	$	1.06	$	1.78
Net income from continuing operations per common share, diluted	$	2.29	$	1.06	$	1.78

Note: The pro forma weighted average common shares assumes that the Post Properties weighted average common shares were converted to shares of MAA using an exchange ratio of 0.71 of a share of MAA common stock for every Post Properties common share.

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MID-AMERICA APARTMENT COMMUNITIES, INC.

NOTES TO UNAUDITED PRO FORMA

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Statement of Operations Adjustment—Year ended December 31, 2015

(Q) Depreciation and amortization is adjusted to remove $87.5 million of historical depreciation and amortization expense and to recognize $134.8 million of depreciation due to the fair value adjustment of the real estate assets and $34.6 million of amortization from the intangible assets recognized at estimated fair value. This depreciation and amortization adjustment is computed on a straight-line basis over the estimated weighted average useful lives of the related assets, which range from 35 years for land improvements and buildings, 2 years for furniture, fixtures, and equipment, 4 years amortization for acquired retail leases, and 6 months amortization for acquired residential leases, all of which are subjective determinations.

(R) We expect the parent merger to create general and administrative cost efficiencies but there can be no assurance that such costs will be achieved. Since these costs are not factually supportable, we have not included any estimate of projected cost savings.

(S) Interest expense is reduced by $7.5 million as the result of the amortization of the fair market value of debt adjustment as discussed in (G) above.

(T) The adjustment to noncontrolling interest was made to reflect the limited partnership unitholders’ combined ownership percentage of 3.62% in the consolidated results of the Combined Corporation.

(U) The calculation of basic and diluted income from continuing operations per common share was as follows:

	Year Ended December 31, 2015 (Dollars in thousands, except per share data)
	MAA Historical		Post Properties Historical		MAA Pro Forma
Adjusted income from continuing operations attributable to common shares, basic	$	331,515	$	76,753	$	339,561
Adjusted income from continuing operations attributable to common shares, diluted	$	331,515	$	76,753	$	339,561
Weighted average common shares outstanding, basic		75,176		54,290		113,722
Weighted average common shares, diluted		75,176		54,306		113,733
Net income from continuing operations per common share, basic	$	4.41	$	1.41	$	2.99
Net income from continuing operations per common share, diluted	$	4.41	$	1.41	$	2.99

Note: The pro forma weighted average common shares assumes that the Post Properties weighted average shares were converted to MAA common stock using an exchange ratio of 0.71 of a share of MAA for every Post Properties common share.

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