Mid-America Apartment Communities (MAA) 10-K risk factor changes: FY2018 vs FY2017

| • | local [added: real estate market] conditions, [removed: such as an] [added: including] oversupply of apartments or other housing available for rent, or a reduction in demand for apartments in the area; |

| • | [removed: low] [added: declines in] mortgage interest rates and home pricing, making alternative housing more affordable; |

| • | government or builder incentives with respect to home ownership, making alternative housing options more attractive; [removed: and] |

Our ability to make payments on our debt and to make distributions depends on our ability to generate cash flow in excess of operating costs and capital expenditure requirements and/or to have access to the markets for debt and equity [added: financing.]

| • | conversion of condominiums and single family houses to rental use or the increase in the number [added: of] condominiums and single family homes available for sale; |

| • | weakness in the overall [removed: economy] [added: economy,] which lowers job growth and the associated demand for apartment housing; |

| • | failure of development communities to be [removed: completed] [added: completed, if at all,] within budget and on a timely basis or to lease-up as [removed: anticipated, if at all;] [added: anticipated;] |

As of December 31, [removed: 2017,] [added: 2018,] substantially all of our investments are concentrated in the multifamily sector.

Our operations are concentrated in the [removed: Southeast and] [added: Southeast,] Southwest [added: and Mid-Atlantic] regions of the United States; we are subject to general economic conditions in the regions in which we operate.

As of December 31, [removed: 2017,] [added: 2018,] approximately 39.4% of our portfolio is located in our top five markets: Atlanta, Georgia; Dallas, Texas; Austin, Texas; Charlotte, North Carolina; and Orlando, Florida.

In addition, our overall operations are concentrated in the [removed: Southeast and] [added: Southeast,] Southwest [added: and Mid-Atlantic] regions of the United States.

In [removed: particular] [added: particular,] our performance is disproportionately influenced by job growth and unemployment.

Failure to succeed in new markets [removed: or sectors] may have adverse consequences on our performance.

Our historical experience in our existing markets does not ensure that we will be able to operate successfully in new markets, should we [added: choose to enter them.]

The activities of these competitors could cause us to pay a higher price for a new property than we otherwise would have paid or may prevent us from purchasing a desired property at all, which could have a material adverse effect on us and our ability to make payments on our debt and [added: to] make distributions.

[removed: Actual or threatened terrorist attacks may] [added: Acts of violence could decrease the value of our assets and could] have an adverse effect on our business and [removed: operating] results [removed: and could decrease the value] of [removed: our assets.][added: operations.]

In addition, the adverse effects that [removed: such violent acts and threats of future] [added: actual or threatened terrorist] attacks could have on [added: national economic conditions, as well as economic conditions in] the [removed: U.S. economy] [added: markets in which we operate,] could similarly have a material adverse effect on our business and results of operations.

We rely on information technology systems in our operations, and any breach or security failure of those systems could materially adversely affect our business, [added: financial condition,] results of [removed: operations, financial condition] [added: operations] and reputation.

A data security incident could compromise our or our service providers' information technology systems, and the information stored by us or our service providers, including personally identifiable information of residents, prospective [added: residents and employees, could be accessed, misused, publicly disclosed, corrupted, lost or stolen.]

| • | when we acquire an apartment community, we may invest additional amounts in it with the intention of increasing [added: revenues and] profitability, and these additional investments may not produce the anticipated improvements in [added: revenues or] profitability; |

| • | a significant portion of the proceeds from our overall property sales may be held by intermediaries in order for some sales to qualify as like-kind exchanges under Section 1031 of the Code, so that any related capital gain can be deferred for federal income tax purposes. As a result, we may not have immediate access to all of the cash proceeds generated from our property sales. In addition, if a transaction intended to qualify as a Section 1031 exchange is later determined to be taxable, we may face adverse consequences, and if the laws applicable to such transactions are amended or repealed, we may not be able to dispose of properties on a tax deferred basis. Intermediary agents of Section 1031 exchange transactions typically handle large sums of money in trusts. Misappropriation of funds by one of these agents could have a material negative impact on our results of operations. Additionally, misappropriation of funds could result in the disposal of the property not qualifying for a tax deferred basis and adversely affect our financial condition. It is also possible the qualification of a transaction as a Section 1031 exchange could be successfully challenged and determined to be currently taxable. In such case, our taxable income and earnings and profits would increase, which could increase the dividend income to our shareholders by reducing any return of capital they received. In some circumstances, we may be required to pay additional dividends or, in lieu of additional dividends, corporate income tax, possibly including interest and penalties. As a result, we may be required to borrow funds in order to pay additional dividends or taxes and the payment of such taxes could cause us to have less cash available to distribute to our shareholders. In addition, if a Section 1031 exchange were later to be determined to be taxable, we [added: may be required to amend our tax returns for the applicable year in question, including any information reports sent to our shareholders; and] |

From time to [removed: time] [added: time,] we may acquire and/or develop properties in joint ventures with other persons or entities when we believe circumstances warrant the use of such structures.

Also, our partners might refuse to make capital contributions when due and we [removed: may be responsible to our partners for indemnifiable losses.]

In connection with the current or former ownership (direct or indirect), operation, management, development or control of real property, we may be considered an owner or operator of such [added: apartment] communities or as having arranged for the disposal or treatment of hazardous or toxic substances and, therefore, may be potentially liable for removal or remediation costs, as well as certain other costs, including governmental fines, and claims for injuries to persons and property.

| • | that environmental matters will not have a material adverse effect on us and our ability to make [removed: distributions and pay amounts due] [added: payments] on our [removed: debt.] [added: debt and to make distributions.] |

There have been a number of lawsuits against owners and operators of multifamily [added: apartment] communities alleging personal injury and property damage caused by the presence of mold in residential real estate.

Insurance carriers have reacted to these liability awards by excluding mold-related claims from [added: standard policies and pricing mold endorsements separately.]

We have obtained a separate pollution insurance policy that covers mold-related claims and have adopted programs designed to minimize the existence of mold in any of our [added: apartment] communities as well as guidelines for promptly addressing and resolving reports of mold.

Extreme weather or natural disasters may cause property damage or disrupt business, which could harm our business and [removed: operating results.][added: results of operations.]

We have [removed: properties] [added: apartment communities] located in areas that may be subject to extreme weather and natural disasters, including, but not limited to, earthquakes, winds, floods, hurricanes and fires.

We carry comprehensive liability and property insurance on our [added: apartment] communities and intend to obtain similar coverage for apartment communities we acquire in the future.

As of December 31, [removed: 2017,] [added: 2018,] we had three development communities under construction totaling [removed: 937] [added: 577] units.

| • | we may be unable to obtain financing for development activities under favorable terms, which could cause a delay in [added: construction resulting in increased costs, decreases in revenue, and potentially cause us to abandon the opportunity;] |

Short-term leases expose us to the effects of declining market [removed: rents.][added: rents and we may be unable to renew leases or relet units as leases expire.]

As of December 31, [removed: 2017,] [added: 2018,] the amount of our total debt was approximately $4.5 billion.

If any one of these events [removed: were] [added: was] to occur, our financial condition and results of operations could be materially and adversely affected.

We are subject to the normal risks associated with debt financing, including the risk that our cash flow will be insufficient to meet required payments of principal and interest, the risk that either secured or unsecured [removed: indebtedness, will not be able to be renewed, repaid or refinanced when due or that the terms of any renewal or refinancing] [added: indebtedness] will not [removed: be as favorable as the existing terms of such indebtedness.]

Such losses could have a material adverse effect on us and our ability to make [removed: distributions and pay amounts due] [added: payments] on our [removed: debt.][added: debt and to make distributions.]

[removed: Accordingly, increases] [added: Interest rates could increase, which could result] in [added: higher] interest [removed: rates would increase] [added: expense on] our [added: variable-rate debt or increase] interest [removed: costs,] [added: rates when refinancing maturing fixed-rate debt,] which could have a material adverse effect on us and our ability to make [removed: distributions and pay amounts due] [added: payments] on our debt [added: and to make distributions] or cause us to be in default under certain debt instruments.

We currently fund the acquisition and development of apartment communities partially through borrowings (including our revolving credit facility) as well as from other sources such as sales of [added: apartment] communities which no longer meet our investment criteria.

Unfavorable market and economic conditions could adversely affect occupancy levels, rental revenues and the value of our properties.

Unfavorable market conditions in the areas in which we operate and unfavorable economic conditions may significantly affect our occupancy levels, our rental rates and collections, the value of the properties and our ability to acquire or dispose of apartment communities on economically favorable terms.

Our ability to lease our apartment communities at favorable rates is adversely affected by the increase in supply in the multifamily and other rental markets and is dependent upon the overall level in the economy, which is adversely affected by, among other things, job losses and unemployment levels, personal debt levels, a downturn in the housing market, stock market volatility and uncertainty about the future.

Some of our major expenses generally do not decline when related rents decline.

We would expect that declines in our occupancy levels, rental revenues and/or the values of our apartment communities would cause us to have less cash available to make payments on our debt and to make distributions, which could adversely affect our financial condition or the market value of our securities.

Factors that may affect our occupancy levels, our rental revenues, and/or the value of our apartment communities include the following, among others:

| • | downturns in global, national, regional and local economic conditions, particularly increases in unemployment; |

| • | declines in the financial condition of our residents, which may make it more difficult for us to collect rents from some residents; |

| • | declines in market rental rates; |

| • | declines in household formation; and |

| • | increases in operating costs, if these costs cannot be passed through to our residents. |

Our apartment communities could directly or indirectly be the location or target of actual or threatened terrorist attacks, crimes, shootings or other acts of violence, the occurrence of which could impact the value of our communities through damage, destruction, loss or increased security costs, as well as result in operational losses due to reduced rental demand, and the availability of insurance may be limited or may be subject to substantial costs.

If such an incident were to occur at one of our apartment communities, we may also become subject to significant liability claims.

Acquisitions of apartment communities involve various risks and may fail to meet expectations.

may be responsible to our partners for indemnifiable losses.

If we are unable to promptly renew the leases or relet the units, or if the rental rates upon renewal or reletting are significantly lower than expected rates, then our financial condition and results of operations may be adversely affected.

Legal proceedings that we become involved in from time to time could affect our business.

As an owner, operator and developer of multifamily apartment communities, we may become involved in various legal proceedings, including, but not limited to, proceedings related to commercial, development, employment, environmental, securities, shareholder, tenant or tort legal issues, some of which could result in a class action lawsuit.

For example, as described in more detail in "Legal Proceedings" and Note 12 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K, we are currently a defendant in two class action lawsuits relating to tenant late fee policies at our Texas apartment communities.

Legal proceedings, if decided adversely to or settled by us, and not covered by insurance, could result in liability material to our financial condition, results of operations or cash flows.

Likewise, regardless of outcome, legal proceedings could result in substantial costs and expenses, affect the availability or cost of some of our insurance coverage and significantly divert the attention of our management.

There can be no assurance that we will be able to prevail in, or achieve a favorable settlement of, any pending or future legal proceedings to which we become subject.

be able to be renewed, repaid or refinanced when due or that the terms of any renewal or refinancing will not be as favorable as the existing terms of such indebtedness.

Rising interest rates could adversely affect our results of operations and cash flows.

During 2018, the Federal Reserve raised the federal funds rate by 0.25 points each quarter, resulting in a range of 2.25 percent to 2.5 percent after the Federal Reserve's December 2018 meeting.

Our ability to comply with these financial covenants may be affected by changes in our operating and financial performance, changes in general business and economic conditions, adverse regulatory developments or other events adversely impacting us.

three ratings agencies based on their evaluation of our creditworthiness.

and circumstances not entirely within MAA’s control.

See "Failure to qualify as a REIT would cause us to be taxed as a

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Developments such as an economic downturn, instability in the banking sector or a negative impact on economic growth resulting from current or future legislation or government initiatives may materially and adversely affect our financial condition and results of operations.

The industry in which we operate may be adversely affected by national and international economic conditions.

Although the U.S. real estate market has recently improved, certain international markets are experiencing increased levels of volatility due to a combination of factors, including, among others, political instability from ongoing geopolitical conflicts, high unemployment rates, fluctuating oil and gas prices and fiscal deficits, and these factors could contribute to an economic downturn in the U.S. If the U.S. experiences a downturn in the economy, instability in the banking sector or a negative impact on economic growth resulting from changes in legislation, government tax increases, debt policy or spending restrictions, we may experience adverse effects on our occupancy levels, our rental revenues and the value of our properties, any of which could adversely affect our cash flow, financial condition and results of operations.

Other economic risks which may adversely affect conditions in the markets in which we operate include the following:

| • | regional economic downturns which affect one or more of our geographical markets. |

financing.

choose to enter them.

Actual or threatened terrorist attacks and other acts of violence or war could have a material adverse effect on our business and operating results.

Attacks that directly impact one or more of our apartment communities could significantly affect our ability to operate those communities and thereby impair our ability to achieve our expected results.

Further, our insurance coverage may not cover all losses caused by a terrorist attack.

residents and employees, could be accessed, misused, publicly disclosed, corrupted, lost or stolen.

We may not realize the anticipated benefits of past or future apartment community acquisitions, and the failure to integrate acquired apartment communities and new personnel successfully could create inefficiencies.

may be required to amend our tax returns for the applicable year in question, including any information reports sent to our shareholders; and

standard policies and pricing mold endorsements separately.

construction resulting in increased costs, decreases in revenue, and potentially cause us to abandon the opportunity;

We may not realize the anticipated synergies and other benefits of the Merger or do so within the anticipated time frame.

Because Post Properties was a public company, we expect to benefit from the elimination of duplicative costs associated with supporting Post Properties' public company platform and the leveraging of our technology and systems.

These savings are expected to be realized upon full integration.

Integration efforts are ongoing, and we may encounter difficulties and delays in the integration process.

If we are unable to manage and complete the integration of Post Properties' business in an efficient and timely manner, we may not achieve the cost savings anticipated to result from the Merger in the expected time frame, or at all.

Likewise, there can be no assurance that we will realize other anticipated operating efficiencies and synergies from the Merger.

Rising interest rates would increase the cost of our variable rate debt and could adversely impact additional debt we may incur in the future.

In June 2017, the Federal Reserve reached a decision to raise the federal funds rate by 0.25 points with additional gradual increases anticipated to occur over the next year, subject to ongoing economic uncertainty.

In December 2017, the Federal Reserve increased the federal funds rate by another 0.25 points to a range of 1.25 percent to 1.5 percent.

MAA’s stock.

there are only limited judicial and administrative interpretations and involves the determination of a variety of factual matters and circumstances not entirely within MAA’s control.

corporation would cause MAA to fail to qualify as a REIT.

The following discussion analyzes the financial condition and results of operations of both MAA and the Operating Partnership, of which MAA is the sole general partner and in which MAA owned a [removed: 96.4%] [added: 96.5%] limited partner interest as of December 31, [removed: 2017.][added: 2018.]

We own, operate, acquire and selectively develop apartment communities [removed: primarily] located in the [removed: Southeast and] [added: Southeast,] Southwest [added: and Mid-Atlantic] regions of the United States.

[removed: We experienced an] [added: The following discussion describes the primary drivers of the] increase in net income available for MAA common shareholders for the year ended December 31, 2017 as [added: compared to] the [removed: growth in revenues outpaced increases in our property operating expenses.][added: year ended December 31, 2016.]

The increase in property operating expenses [removed: was primarily due to a 2.0% increase in our Large Market Same Store segment, a 2.7% increase in our Secondary Market Same Store segment and a $145.1 million increase in] [added: for] our Non-Same Store and Other [removed: segment, which] [added: segment] was primarily [removed: the result of] [added: due to] the [removed: Merger.][added: merger with Post Properties.]

Over the past three years, our growth has been driven by our acquisition strategy to invest in [removed: large and mid-sized] growing markets in the [removed: Southeast and] [added: Southeast,] Southwest [removed: region] [added: and Mid-Atlantic regions] of the United States.

As a result of the [removed: Merger,] [added: merger with Post Properties,] we acquired 61 apartment communities in 2016.

We acquired [removed: two] [added: one] apartment [removed: communities] [added: community] in [added: 2018, two in] 2017, [added: and] five in 2016 apart from the [removed: Merger, and seven in 2015.][added: merger with Post Properties.]

We disposed of five apartment communities in [removed: 2017, 12 in 2016,] [added: 2017] and [removed: 21] [added: 12] in [removed: 2015.][added: 2016.]

During the year ended December 31, [removed: 2017,] [added: 2018,] demand for apartments continued to be relatively strong, as it was during the year ended December 31, [removed: 2016.][added: 2017.]

Average [added: daily] physical occupancy for [removed: the same store] [added: our Same Store] portfolio was [removed: 96.2%] [added: 96.1%] for the year ended December 31, [removed: 2017, consistent] [added: 2018, in line] with the [added: 96.1% average daily physical occupancy achieved during the] year ended December 31, [removed: 2016.][added: 2017.]

[added: The] Same [removed: store average effective rent per unit continued to increase, and was up 3.0%] [added: Store segment generated a 2.9% increase in revenues] for the year ended December 31, [removed: 2017] [added: 2017, primarily a result of average effective rent per unit growth of 3.0%] as compared to the year ended December 31, 2016.

An important part of our portfolio strategy is to maintain [removed: a] diversity of markets, submarkets, product types and price points [removed: across] [added: in] the [removed: Southeast and] [added: Southeast,] Southwest [added: and Mid-Atlantic] regions of the United States.

We believe that a well-balanced portfolio, including inner loop, [removed: suburban,] [added: suburban] and downtown/central business district locations and various monthly rent price points, will perform well in [removed: "up"] [added: “up”] cycles as well as weather [removed: "down"] [added: “down”] cycles better.

Through our investment in [removed: 37] [added: 38] defined Metropolitan Statistical Areas, [removed: or MSAs,] we are diversified across markets, urban and suburban submarkets, and a variety of monthly rent pricing points.

Properties in [removed: our same store portfolio] [added: suburban submarkets] have been impacted somewhat less by supply, primarily because less new development has occurred in those submarkets.

[removed: Encouragingly, according] [added: While multifamily permitting across our markets was down in 2017 as compared] to [added: 2016, to date, the] U.S. Census [removed: Bureau data, full year 2017] [added: Bureau's data for 2018 suggested] multifamily permitting across our markets was [removed: down 5%] [added: up] as compared to [removed: the prior year.][added: 2017.]

To the extent that [removed: the Tax Cuts and Jobs Act results in improving] economic conditions [removed: such as] [added: continue to support] increased job [removed: growth or more disposable income,] [added: growth,] we believe that we may be able to maintain occupancy more effectively and increase rents.

Also, we believe that more disciplined credit terms for residential mortgages should continue to [removed: favor rental demand at existing multifamily properties.]

For the year ended December 31, [removed: 2017,] [added: 2018,] total move outs attributable to single family home [added: rentals for our portfolio represented less than 7% of total move outs, as it did in the year ended December 31, 2017.]

Long term, we expect demographic trends (including the growth of prime age groups for rentals and immigration and population movement to the [removed: Southeast and] [added: Southeast,] Southwest [added: and Mid-Atlantic] regions) will continue to support apartment rental demand in our markets.

As of December 31, [removed: 2017,] [added: 2018,] we had approximately $4.5 billion of debt, of which [removed: 17%] [added: 25%] had variable rate interest and [removed: 83%] [added: 75%] had fixed or hedged interest rates.

For the year ended December 31, 2017, we achieved net income available for MAA common shareholders of $324.7 million, [removed: a 53.2% increase over the prior year, and total revenue growth of $403.6 million, a 35.9% increase over] [added: as compared to $211.9 million for] the [removed: prior year.][added: year ended December 31, 2016.]

The following discussion describes the primary drivers of the [removed: increase] [added: decrease] in net income [added: available] for MAA common shareholders for the year ended December 31, [added: 2018 as compared to the year ended December 31,] 2017.

The following table [removed: presents] [added: reflects] our property revenues by segment for the years ended December 31, 2017 and December 31, 2016 (dollars in thousands):

| Same Store [removed: Portfolio] | [added: $ |] 1,021,138 | | | [added: $] | 992,721 | | | [added: $] | 28,417 | | | [removed: |] 2.9 | % |

The increase in property revenues [added: for the year ended December 31, 2017 as compared to the year ended December 31, 2016] from our Non-Same Store and Other [removed: portfolio] [added: segment] was primarily the result of the [removed: Merger,] [added: merger with Post Properties,] as we classified the properties we acquired [removed: as] [added: in the merger in our] Non-Same [removed: Store.][added: Store and Other segment.]

Property operating expenses include costs for property personnel, building repairs and maintenance, real estate taxes and insurance, utilities, landscaping, [added: and] other operating [removed: expenses and depreciation and amortization.][added: expenses.]

The following table reflects our property operating expenses by segment [removed: excluding depreciation and amortization] for the years ended December 31, 2017 and December 31, 2016 (dollars in thousands):

| Same Store [removed: Portfolio] | [added: $ |] 380,390 | | | [added: $] | 372,154 | | | [added: $] | 8,236 | | | [removed: |] 2.2 | % |

The increase in property operating expenses for our [removed: Large Market] Same Store segment [added: as compared to the year ended December 31, 2017] was primarily [removed: the result of] [added: driven by] increases in real estate [removed: taxes] [added: tax expense] of [removed: $4.7 million,] [added: $7.7 million and] personnel expenses of [removed: $1.0 million, and utilities expense of $0.7] [added: $4.4] million, partially offset by a decrease in [removed: insurance] [added: building repairs and maintenance] expense of [removed: $1.5] [added: $2.5] million.

The increase in property operating expenses for our [removed: Secondary Market] Same Store segment [added: as compared to the year ended December 31, 2016] was primarily driven by increases in real estate [removed: taxes] [added: tax expense] of [removed: $1.5 million,] [added: $6.2 million and] personnel expenses of [removed: $1.3 million, and utilities expense of $0.9 million, partially offset by a decrease in insurance expense of $0.3] [added: $2.3] million.

[removed: The increase in property] [added: Property] operating [removed: expenses] [added: expenses, excluding depreciation and amortization,] for [added: the year ended December 31, 2018 increased by 3.1% compared to the year ended December 31, 2017, due to a 2.0% increase in] our [added: Same Store segment and to a 14.6% increase in our] Non-Same Store and Other [removed: portfolio was primarily due to the Merger.][added: segment.]

Depreciation and amortization expense for the year ended December 31, 2017 was [removed: approximately] $493.7 million, an increase of $170.8 million [removed: from] [added: as compared to] the year ended December 31, 2016.

[removed: In addition to asset acquisitions made in the normal course of business, the] [added: The] increase was primarily driven by the full year of depreciation and amortization expense resulting from the [removed: Merger] [added: merger with Post Properties] compared to only one month of comparable depreciation and amortization in 2016.

As a result of the [removed: Merger,] [added: merger with Post Properties,] depreciation expense and amortization expense increased $138.2 million and $23.2 million, respectively, for [added: the] year ended December 31, 2017 [added: as] compared to the year ended December 31, 2016.

Other [removed: Operating] [added: Income and] Expenses

Property management expenses for the year ended December 31, 2017 were [removed: approximately] $43.6 million, an increase of $9.5 million [added: as] compared to the year ended December 31, 2016.

The increase was primarily due to the growth in our portfolio as a result of the [removed: Merger.][added: merger with Post Properties.]

Merger and integration expenses for the year ended December 31, 2017 were [removed: approximately] [added: $20.0 million, a decrease of] $20.8 million [removed: less than merger and integration expenses for] [added: as compared to] the year ended December 31, 2016, as we incurred significant merger related expenses in 2016 to complete the [removed: Merger] [added: merger with Post Properties] on December 1, 2016.

General and administrative expenses for the year ended December 31, 2017 were [removed: approximately] $40.2 million, an increase of $11.2 million [added: as] compared to the year ended December 31, [removed: 2016.][added: 2016, primarily due to increases in legal expense.]

As of December 31, 2018, we owned and operated 303 apartment communities through the Operating Partnership and its subsidiaries, and we had an ownership interest in one apartment community through an unconsolidated real estate joint venture.

In addition, as of December 31, 2018, we owned four commercial properties, and 30 of our apartment communities included retail components.

Our multifamily and commercial properties are located across 17 states and the District of Columbia.

We report in two segments, Same Store communities and Non-Same Store and Other.

Our Same Store segment represents those communities that have been owned and stabilized for at least 12 months as of the first day of the calendar year.

Our Non-Same Store and Other segment includes recently acquired communities, communities being developed or in lease-up, communities undergoing extensive renovations, communities identified for disposition, and communities that have incurred a significant casualty loss.

Also included in our Non-Same Store and Other segment are non-multifamily activities.

Effective January 1, 2018, we revised our reportable segment presentation.

The revision eliminated the prior distinction between large and secondary same store markets and combined the two previously reportable segments into the Same Store reportable segment referred to above.

Additional information regarding the composition of our segments is included in Note 14 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

Results for the year ended December 31, 2018 included $2.6 million of expense related to the mark-to-market adjustment of the bifurcated embedded derivative related to the MAA Series I preferred stock issued in the merger with Post Properties and $4.5 million of gains related to the sale of real estate assets.

Results for the year ended December 31, 2017 included $8.8 million of income related to the adjustment of the bifurcated embedded derivative and $127.4 million of gains related to the sale of real estate assets.

Revenues for the year ended December 31, 2018 increased 2.8% compared to the year ended December 31, 2017, driven by a 1.9% increase in our Same Store segment and a 13.5% increase in our Non-Same Store and Other segment.

No apartment communities were disposed in 2018.

Average effective rent per unit from our Same Store portfolio continued to increase, up 1.9% for the year ended December 31, 2018 as compared to the year ended December 31, 2017.

Though overall demand continues to be strong, the current elevated supply levels are impacting rent growth for our portfolio, particularly for apartment communities located in urban submarkets.

Multifamily permitting is typically a leading indicator of future supply levels.

It is difficult to project supply levels based on this data because not all permitted projects are ultimately built.

However, given the current supply level and the 2018 permitting data, it is possible that supply in some of our markets could remain elevated over the next couple of years.

favor rental demand at existing multifamily apartment communities.

Our focus is on maintaining strong physical occupancy while increasing pricing where possible through our revenue management system.

As noted above, average daily physical occupancy for the year ended December 31, 2018 was sustained at 96.1%.

As we continue through the typically slower winter leasing season, we believe that the current level of physical occupancy and continued strong job growth in our markets position us well for this period and sets us up to achieve modestly improved pricing growth in 2019.

| | December 31, 2018 | | | | December 31, 2017 | | | | Increase | | | | % Increase | |

| Same Store | $ | 1,441,811 | | | $ | 1,414,839 | | | $ | 26,972 | | | 1.9 | % |

| Non-Same Store and Other | 129,535 | | | | 114,148 | | | | 15,387 | | | | 13.5 | % |

| Total | $ | 1,571,346 | | | $ | 1,528,987 | | | $ | 42,359 | | | 2.8 | % |

The increase in property revenues for our Same Store segment as compared to the year ended December 31, 2017 was the primary driver of total property revenue growth.

The Same Store segment generated a 1.9% increase in revenues for the year ended December 31, 2018, primarily a result of average effective rent per unit growth of 1.9% and stable occupancy as compared to the year ended December 31, 2017.

| | December 31, 2018 | | | | December 31, 2017 | | | | Increase | | | | % Increase | |

| Same Store | $ | 536,055 | | | $ | 525,663 | | | $ | 10,392 | | | 2.0 | % |

| Non-Same Store and Other | 58,533 | | | | 51,068 | | | | 7,465 | | | | 14.6 | % |

| Total | $ | 594,588 | | | $ | 576,731 | | | $ | 17,857 | | | 3.1 | % |

The decrease was primarily due to a $25.8 million decrease in amortization expense, which was driven by certain intangible assets acquired as a result of the merger with Post Properties becoming fully amortized in the second quarter of 2017.

As a result, we recognized no amortization expense for those assets in the year ended December 31, 2018.

The decrease in amortization expense was partially offset by a $21.9 million increase to depreciation expense for the year ended December 31, 2018 as compared to the year ended December 31, 2017.

The increase in depreciation expense was primarily driven by the recognition of depreciation expense associated with our capital asset spend during the year ended December 31, 2018, which was related to our development and redevelopment activities made in the normal course of business as well as property acquisitions during the year ended December 31, 2018.

Property management expenses for the year ended December 31, 2018 were $47.6 million, an increase of $4.0 million as compared to the year ended December 31, 2017.

The increase was primarily due to increases in personnel costs.

General and administrative expenses for the year ended December 31, 2018 were $34.8 million, a decrease of $5.4 million as compared to the year ended December 31, 2017, primarily due to decreases in legal expense.

As of December 31, 2017, activities include full ownership and operation of 301 multifamily properties, which includes commercial space at certain properties, four additional commercial properties, and a partial ownership in one multifamily property.

These properties are located in Alabama, Arizona, Arkansas, Colorado, Florida, Georgia, Kansas, Kentucky, Maryland, Mississippi, Missouri, Nevada, North Carolina, South Carolina, Tennessee, Texas, Virginia and Washington, D.C.

Our primary business objectives are to protect and grow existing property values, to maintain a stable and increasing cash flow that will fund our dividends and distributions through all parts of the real estate investment cycle, and to create shareholder value by growing in a disciplined manner.

To achieve these objectives, we intend to continue to pursue the following goals and strategies:

| | |

| --- | --- |

| • | effectively and efficiently operate our existing properties with an intense property and asset management focus and a decentralized structure; |

| • | manage real estate cycles by taking an opportunistic approach to buying, selling, renovating and developing apartment communities; |

| • | diversify investment capital across markets in which we operate to achieve a balanced portfolio with less volatile operating performance; and |

| • | actively manage our capital structure to enhance predictability of earnings to fund our dividends and distributions. |

The increase in revenues was primarily driven by a 3.0% increase in our Large Market Same Store segment, a 2.6% increase in our Secondary Market Same Store segment and a $375.2 million increase in our Non-Same Store and Other segment, which was primarily a result of the Merger.

On December 1, 2016, we consummated the Merger and acquired all of Post Properties' consolidated net assets.

The consolidated net assets and results of operations of Post Properties are included in our consolidated financial statements from the closing date of the Merger going forward.

All properties acquired from Post Properties are included in our Non-Same Store and Other operating segment, as the properties are recent acquisitions and had not been owned and stabilized for at least twelve months as of January 1, 2017.

This strength was evident on two fronts: occupancy and effective rent per unit.

Same store physical occupancy at December 31, 2017 was 97%.

As we move through the remainder of the typically slower winter leasing season and into the typically stronger spring leasing season, we believe the current level of physical occupancy puts us in a good position to capture solid pricing in the first half of 2018.

Current supply levels are impacting our total portfolio from a demand standpoint, particularly properties located in urban submarkets, the majority of which were acquired in the Merger.

This activity should result in relatively lower supply in our markets in the future as compared to the current environment.

rentals for our combined portfolio represented about 6% of total move outs, in line with the year ended December 31, 2016.

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Large Market Same Store | $ | 672,131 | | | $ | 652,560 | | | $ | 19,571 | | | 3.0 | % |

| Secondary Market Same Store | 349,007 | | | | 340,161 | | | | 8,846 | | | | 2.6 | % |

The increases in property revenues from our Large Market Same Store and Secondary Market Same Store portfolio were primarily a result of increased effective rent per unit of 3.1% and 2.7%, respectively, as compared to the year ended December 31, 2016.

| Large Market Same Store | $ | 250,056 | | | $ | 245,266 | | | $ | 4,790 | | | 2.0 | % |

| Secondary Market Same Store | 130,334 | | | | 126,888 | | | | 3,446 | | | | 2.7 | % |

Merger and integration expenses for the year ended December 31, 2017 were primarily comprised of $16.0 million of systems and professional costs and $4.0 million of legal costs, as we integrated Post Properties into our consolidated operations.

The increase was primarily driven by legal expenses.

In addition, in May 2017, we publicly issued senior unsecured notes with a face value of $600.0 million, bearing interest at 3.60% per annum, which resulted in additional interest expense of approximately $14.0 million for the year ended December 31, 2017.

Such increases were offset by a slight decreases in interest expense as a result of retirements of secured property mortgages and unsecured notes during the year ended December 31, 2017; the notes were scheduled to mature in October 2017.

The year-over-year increase was also driven by the $3.3 million increase in the net gain on debt extinguishment, primarily due to gains of $4.8 million from the write-offs of mark-to-market debt adjustments related to the retirement of secured mortgages and a term loan, partially offset by a cash prepayment penalty of $1.6 million.

| | December 31, 2016 | | | | December 31, 2015 | | | | Increase | | | | % Increase | |

| Large Market Same Store | $ | 642,679 | | | $ | 612,934 | | | $ | 29,745 | | | 4.9 | % |

| Secondary Market Same Store | 337,883 | | | | 327,700 | | | | 10,183 | | | | 3.1 | % |

| Same Store Portfolio | 980,562 | | | | 940,634 | | | | 39,928 | | | | 4.2 | % |

| Non-Same Store and Other | 144,786 | | | | 102,145 | | | | 42,641 | | | | 41.7 | % |

| Total | $ | 1,125,348 | | | $ | 1,042,779 | | | $ | 82,569 | | | 7.9 | % |

The increase in property revenues from our same store portfolio was primarily a result of increased effective rent per unit of 4.9% and 2.9% for our large and secondary markets, respectively.

| Large Market Same Store | $ | 243,392 | | | $ | 235,909 | | | $ | 7,483 | | | 3.2 | % |

[removed: At] [added: As of] December 31, [removed: 2017, 27.5%] [added: 2018, 28.6%] of our total capitalization consisted of borrowings.

To achieve this objective, we manage our exposure to fluctuations in market interest rates for borrowings through the use of fixed rate debt instruments and interest rate [removed: swaps and caps,] [added: swaps,] which mitigate our interest rate risk on a related financial instrument and effectively fix [removed: or cap] the interest rate on a portion of our variable debt or on future refinancings.

[removed: We do not] enter into derivative instruments for trading or other speculative purposes.

[removed: At December 31, 2017, approximately 83.0% of our outstanding debt was subject to fixed or capped rates after considering related derivative instruments] We regularly review interest rate exposure on outstanding borrowings in an effort to minimize the risk of interest rate fluctuations.

For our interest rate [removed: swaps and cap,] [added: swaps,] the table presents the notional amount of the swaps and [removed: cap and] the years in which they expire.

Weighted average variable rates are based on rates in effect [removed: at the reporting date] [added: as of December 31, 2018] (dollars in thousands).

| | [removed: 2018 | | | |] 2019 | | | | 2020 | | | | 2021 | | | | 2022 | | | | [added: 2023 | | | |] Total Thereafter | | | | Total | | | | Fair Value [added: Liability] | | |

| Average pay rate | [removed: 2.00] [added: —] | | % | | [removed: —] [added: 2.32] | | % | | — | | % | | — | | % | | — | | % | | [removed: —] [added: 2.91] | | % | | [removed: 2.00] [added: 2.62] | | % | | | | |

| Variable to fixed | $ | [removed: 25,000] [added: —] | | | $ | [removed: —] [added: 300,000] | | | $ | — | | | $ | — | | | $ | — | | | $ | [removed: —] [added: 300,000] | | [added: (2)] | $ | [removed: 25,000] [added: 600,000] | | | $ | [removed: —] [added: 1,623] | |

(1) Excluding the effect of interest rate swap [removed: and cap] agreements.

We do not

As of December 31, 2018, 74.8% of our outstanding debt was subject to fixed rates after considering related derivative instruments.

| Fixed rate | $ | 40,446 | | | $ | 158,281 | | | $ | 192,903 | | | $ | 368,401 | | | $ | 363,731 | | | $ | 1,994,399 | | | $ | 3,118,161 | | | $ | 3,066,546 | |

| Average interest rate | 4.40 | | % | | 4.80 | | % | | 5.20 | | % | | 3.64 | | % | | 4.35 | | % | | 3.91 | | % | | 4.06 | | % | | | | |

| Variable rate (1) | $ | 300,000 | | | $ | 690,000 | | | $ | 150,000 | | | $ | — | | | $ | — | | | $ | — | | | $ | 1,140,000 | | | $ | 1,143,795 | |

| Average interest rate | 3.36 | | % | | 3.38 | | % | | 3.30 | | % | | — | | % | | — | | % | | — | | % | | 3.36 | | % | | | | |

(2) Includes six forward rate swaps totaling $300.0 million, which hedge the first 10 years of interest payments on debt we anticipate issuing in 2019.

| Fixed rate | $ | 98,942 | | | $ | 570,114 | | | $ | 158,281 | | | $ | 192,903 | | | $ | 368,401 | | | $ | 1,786,111 | | | $ | 3,174,752 | | | $ | 3,289,428 | |

| Average interest rate | 4.06 | | % | | 4.43 | | % | | 4.40 | | % | | 5.19 | | % | | 3.63 | | % | | 3.88 | | % | | 4.06 | | % | | | | |

| Variable rate (1) | $ | 55,000 | | | $ | — | | | $ | 560,000 | | | $ | 150,000 | | | $ | — | | | $ | — | | | $ | 765,000 | | | $ | 1,346,309 | |

| Average interest rate | 1.76 | | % | | — | | % | | 2.43 | | % | | 2.31 | | % | | — | | % | | — | | % | | 2.36 | | % | | | | |

| Variable to fixed | $ | 550,000 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 550,000 | | | $ | 2,235 | |

| Interest rate cap | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Average pay rate | 4.50 | | % | | — | | % | | — | | % | | — | | % | | — | | % | | — | | % | | 4.50 | | % | | | | |

We own, operate, acquire and selectively develop apartment communities [removed: primarily] located in the [removed: Southeast and] [added: Southeast,] Southwest [added: and Mid-Atlantic] regions of the United States.

| [added: Commercial] | [removed: Consolidated] Properties | [removed: Sq. Ft. (1)] | [removed: Unconsolidated Properties] | Sq. Ft. [removed: | Total Properties] [added: (1)] | [removed: Total Sq. Ft.] |

(1) Excludes commercial space located at our multifamily [added: apartment] communities, which totals approximately [removed: 620,000] [added: 615,000] square feet of gross leasable space.

MAA is the sole general partner of the Operating Partnership, holding [removed: 113,643,166] [added: 113,844,267] OP [removed: units,] [added: Units,] comprising a [removed: 96.4%] [added: 96.5%] partnership interest in the Operating Partnership as of December 31, [removed: 2017.][added: 2018.]

As of December 31, [removed: 2017,] [added: 2018,] we had [removed: 2,419 full time] [added: 2,508 full-time] employees and [removed: 45] [added: 44] part-time employees.

| • | manage real estate [added: investment] cycles by taking an opportunistic approach to buying, selling, developing and renovating apartment communities; |

One of our growth strategies is to acquire apartment communities that are located in various [removed: large or secondary] markets [removed: primarily] throughout the [removed: Southeast and] [added: Southeast,] Southwest [added: and Mid-Atlantic] regions of the United States.

We have extensive experience in the acquisition of [removed: multifamily communities.][added: apartment]

We acquired the following [removed: apartment communities] [added: properties] during the year ended December 31, [removed: 2017:][added: 2018:]

| [removed: Community] [added: Multifamily Acquisition] | | Market | | Units | | Closing Date |

In deciding to sell an apartment community, we consider current market conditions and generally solicit competing bids from unrelated parties for these individual [removed: assets,] [added: properties,] considering the sales price and other key terms of each proposal.

During the year ended December 31, [removed: 2017,] [added: 2018,] we disposed of five [removed: multifamily properties totaling 1,760 units and four] land parcels totaling approximately [removed: 23] [added: 76] acres.

[removed: Fixed] [added: Typically, fixed] price construction contracts are signed with unrelated parties to minimize construction risk.

During the year ended December 31, [removed: 2017,] [added: 2018,] we incurred [removed: $170.1] [added: $57.1] million in development costs and completed [removed: 7] [added: 3] development projects.

The following multifamily projects were under development as of December 31, [removed: 2017] [added: 2018] (dollars in thousands):

| Project: | Market | Total Units | | Units Completed | | Cost to Date | | [added: | |] Budgeted Cost | [added: | |] Estimated Cost Per Unit | [added: | |] Expected Completion |

During the year ended December 31, [removed: 2017,] [added: 2018,] we renovated [removed: 8,375] [added: 8,155] units at an average cost of [removed: $5,463] [added: $6,138] per unit, achieving average rental rate increases of [removed: 8.8%] [added: 10.5%] above the normal market rate for similar but non-renovated units.

We maintain a capital structure, focused on maintaining access, flexibility and low costs, that we believe allows us to proactively source potential investment [removed: opportunities in the marketplace.]

[removed: At] [added: As of] December 31, [removed: 2017, 27.5%] [added: 2018, 28.6%] of our total market capitalization consisted of debt borrowings, including [removed: 21.5%] [added: 25.6%] under unsecured credit facilities and unsecured senior notes and [removed: 6.0%] [added: 3.0%] under secured borrowings.

Covenants for our unsecured senior notes limit our [added: total] debt to [removed: undepreciated book value] [added: 60% or less] of our [added: adjusted total] assets [removed: to 60%.][added: (as defined in the covenants for the bonds issued by MAALP).]

Some competing [added: apartment] communities offer features that our [added: apartment] communities do not have.

Competing [added: apartment] communities can use concessions or lower rents to obtain temporary competitive advantages.

Also, some competing [added: apartment] communities are larger or newer than our [added: apartment] communities.

The competitive position of each [added: apartment] community is different depending upon many factors including sub-market supply and demand.

These competitors include insurance companies, pension and investment funds, public and private real estate companies, investment companies and other public and private apartment [added: REITs, some of which may have greater resources or lower capital costs than we do.]

| • | geographic diversification with a presence in [removed: approximately 37] [added: 38] defined Metropolitan Statistical [removed: Areas, or MSAs,] [added: Areas] across the [removed: Southeast and] [added: Southeast,] Southwest [added: and Mid-Atlantic] regions of the United States; and |

We also [added: plan to continue to] make capital improvements to both our apartment communities and individual units on a regular basis in order to maintain a competitive position in each individual market.

[removed: These studies] generally include historical reviews of the site, reviews of certain public records, preliminary investigations of the site and surrounding properties, inspection for the presence of asbestos, poly-chlorinated [removed: biphenyls, or PCBs,] [added: biphenyls] and underground storage tanks and the preparation and issuance of written reports.

Merger [removed: of MAA and] [added: with] Post Properties

[removed: The] [added: Accordingly, the] consolidated net assets and results of operations of Post Properties are included in our consolidated financial statements from and after the [added: merger] closing [removed: date of the Merger.][added: date.]

If MAA maintains its qualification as a REIT, MAA generally will not be subject to U.S. federal income taxes at the corporate level on its net income [added: to the extent it distributes such net income to its shareholders annually.]

In [removed: 2017,] [added: 2018,] MAA paid total distributions of [removed: $3.48] [added: $3.69] per share of common stock to its shareholders, which was above the 90% REIT distribution requirement and was in excess of REIT taxable income.

Our Annual Reports on Form 10-K, along with our Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to those reports, are available on our website at [removed: www.maac.com] [added: https://www.maac.com] as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC.

All of the aforementioned materials may also be obtained free of charge by contacting our [removed: Legal] [added: Investor Relations] Department, [removed: 6584] [added: 6815] Poplar Avenue, [removed: Memphis,] [added: Suite 500, Germantown,] TN 38138.

As of December 31, 2018, we maintained full or partial ownership of apartment communities and commercial properties across 17 states and the District of Columbia, summarized as follows:

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| | | | | | |

| Multifamily | Communities | | | Units | |

| Consolidated | 303 | | | 100,595 | |

| Unconsolidated | 1 | | | 269 | |

| Total | 304 | | | 100,864 | |

| | | | | | |

| Consolidated | 4 | | | 260,000 | |

communities.

| Sync 36 | | Denver, CO | | 374 | | April 26, 2018 |

| Commercial Acquisition | | Market | | Sq Ft | | Closing Date |

| Hue Retail(1) | | Raleigh, NC | | 7,500 | | August 1, 2018 |

| Land Acquisition | | Market | | Acres | | Closing Date |

| Westminster | | Denver, CO | | 10 | | October 1, 2018 |

| Long Point Road | | Houston, TX | | 9 | | November 1, 2018 |

(1) We acquired the ground floor retail portion of one of our existing multifamily apartment communities.

| | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | |

| Post Parkside at Wade III | Raleigh, NC | 150 | | — | | $ | 7,235 | | | $ | 25,000 | | $ | 167 | | 4th Quarter 2019 |

| Post Sierra at Frisco Bridges II | Dallas, TX | 348 | | — | | 12,013 | | | | 69,000 | | | 198 | | | 3rd Quarter 2020 |

| Sync 36 II | Denver, CO | 79 | | — | | 11,685 | | | | 24,500 | | | 310 | | | 4th Quarter 2019 |

| | | 577 | | — | | $ | 30,933 | | | $ | 118,500 | | | | | |

opportunities in the marketplace.

As of December 31, 2018, our total debt was approximately 32.6% of our adjusted total assets.

These studies

We completed our merger with Post Properties, Inc., or Post Properties, on December 1, 2016.

In February 2019, we closed on the disposition of a 0.4 acre land parcel located in the Atlanta, Georgia market, resulting in a net gain of $9.0 million on the sale of non-depreciable real estate assets recognized in the first quarter of 2019.

The gain on sale of non-depreciable real estate assets was not reflected in our initial earnings guidance for the first quarter of 2019 or the full year of 2019.

We will review our 2019 earnings guidance in our earnings release and conference call discussing results for the quarter ending March 31, 2019.

In February 2019, we entered into a $191.3 million fixed rate secured property mortgage with a fixed rate of 4.43%, maturing in February 2049.

As of December 31, 2017, activities include full ownership and operation of 301 multifamily properties, which includes commercial space at certain properties, four additional commercial properties, and a partial ownership in one multifamily property.

These properties are located in Alabama, Arizona, Arkansas, Colorado, Florida, Georgia, Kansas, Kentucky, Maryland, Mississippi, Missouri, Nevada, North Carolina, South Carolina, Tennessee, Texas, Virginia and Washington, D.C. As of December 31, 2017, we maintained full or partial ownership in the following properties:

| | | | | | | |

| --- | --- | --- | --- | --- | --- | --- |

| Multifamily: | | | | | | |

| | Consolidated Properties | Units | Unconsolidated Properties | Units | Total Properties | Total Units |

| | 301 | 99,523 | 1 | 269 | 302 | 99,792 |

| Commercial: | | | | | | |

| | 4 | 231,821 | — | — | 4 | 231,821 |

| | |

| --- | --- |

We report in the following operating segments:

| • | Large market same store communities are generally communities in markets with a population of at least 1 million and at least 1% of the total public multifamily REIT units that we have owned and have been stabilized for at least a full 12 months. |

| • | Secondary market same store communities are generally communities in markets with populations of more than 1 million but less than 1% of the total public multifamily REIT units or markets with populations of less than 1 million that we have owned and have been stabilized for at least a full 12 months. |

| • | Non-same store communities and other includes recent acquisitions, communities in development or lease-up, communities that have been identified for disposition, and communities that have undergone a significant casualty loss. Also included in non-same store communities are non-multifamily activities. |

On the first day of each calendar year, we determine the composition of our same store operating segments for that year as well as adjust the previous year, which allows us to evaluate full period-over-period operating comparisons.

An apartment community in development or lease-up is added to the same store portfolio on the first day of the calendar year after it has been owned and stabilized for at least a full 12 months.

Communities are considered stabilized after achieving 90% occupancy for 90 days.

Communities that have been identified for disposition are excluded from the same store portfolio.

All properties acquired from Post Properties in the Merger remained in the Non-Same Store and Other operating segment during 2017, as the properties were recent acquisitions and had not been owned and stabilized for at least 12 months as of January 1, 2017.

For additional information regarding our operating segments, see Note 14 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

| Charlotte at Midtown | | Nashville, TN | | 279 | | March 16, 2017 |

| Acklen West End | | Nashville, TN | | 320 | | December 28, 2017 |

| | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Post River North | Denver, CO | 359 | | 240 | | $81,195 | | $88,200 | $246 | 1st Quarter 2018 |

| 1201 Midtown II | Charleston, SC | 140 | | — | | 12,624 | | 29,500 | 211 | 4th Quarter 2018 |

| Post Centennial Park | Atlanta, GA | 438 | | — | | 73,837 | | 96,300 | 220 | 3rd Quarter 2018 |

| | | 937 | | 240 | | $167,656 | | $214,000 | | |

As of December 31, 2017, our ratio of total debt to our adjusted total assets (as defined in the covenants for the bonds issued by MAALP) was approximately 33.2%.

REITs, some of which may have greater resources, or lower capital costs, than we do.

On December 1, 2016, MAA completed its merger with Post Properties.

Pursuant to the Agreement and Plan of Merger, or the Merger Agreement, Post Properties merged with and into MAA, with MAA continuing as the surviving corporation, or the Parent Merger, and Post LP merged with and into MAALP, with MAALP continuing as the surviving entity, or the Partnership Merger.

We refer to the Parent Merger, together with the Partnership Merger, as the Merger in this Annual Report on Form 10-K.

The 2016 and 2017 operating results of the Post Properties assets we acquired in the Merger are included in our non-same store and other operating segment, as those assets were not eligible to be included in our same store segments until January 1, 2018.

to the extent it distributes such net income to its shareholders annually.

On February 1, 2018, the Company retired a $38.5 million mortgage associated with Highlands of West Village.

The mortgage was scheduled to mature in May 2018.

In September 2010, the United States Department of Justice, or the DOJ, filed suit against Post Properties (and by virtue of the [removed: Merger,] [added: merger with Post Properties,] MAA) in [removed: the] United States District Court for the District of Columbia alleging that certain of [removed: our] [added: Post Properties'] apartments violated accessibility requirements of the FHA and the ADA.

The DOJ [removed: is seeking,] [added: sought,] among other things, an injunction against us, requiring us to retrofit the properties and comply with FHA and ADA standards in future design and construction, as well as monetary damages and civil penalties.

This suit [removed: alleges] [added: alleged] that we maintained and enforced a criminal records screening policy at certain of our apartment communities, all of which [removed: are communities that] we acquired [removed: from Post Properties] in the [removed: Merger,] [added: Post Properties merger,] which [removed: violates] [added: violated] the FHA.

The suit [removed: seeks] [added: sought] injunctive relief, actual and punitive damages and attorneys' fees and costs.

In addition, we are [removed: involved in] [added: subject to] various other legal proceedings arising in the course of our business operations.

While no assurances can be given, we do not currently believe that any of these other outstanding matters will have a material adverse effect on our financial condition, results of operations or cash [removed: flows.][added: flows in the event of a negative outcome.]

In October 2018, we reached an agreement in principle with the DOJ to settle the lawsuit.

In November 2018, the settlement agreement was fully executed.

In December 2018, a stipulation of dismissal of the case with prejudice was filed with the District Court, concluding the case.

In October 2018, the parties agreed to a settlement, and the District Court entered a Consent Order concluding the case.

In June 2016, plaintiffs Cathi Cleven and Tara Cleven, on behalf of a purported class of plaintiffs, filed a complaint against MAA and the Operating Partnership in the United States District Court for the Western District of Texas, Austin Division.

In January 2017, Areli Arellano and Joe L.

Martinez joined the lawsuit as additional plaintiffs.

The lawsuit alleges that we (but not Post Properties) charged late fees at our Texas properties that violate Section 92.019 of the Texas Property Code, or Section 92.019, which provides that a landlord may not charge a tenant a late fee for failing to pay rent unless, among other things, the fee is a reasonable estimate of uncertain damages to the landlord that are incapable of precise calculation and result from the late payment of rent.

The plaintiffs are seeking monetary damages and attorneys' fees and costs.

In September 2018, the District Court certified a class proposed by the plaintiffs.

Additionally, in September 2018, the District Court denied our motion for summary judgment and granted the plaintiffs’ motion for partial summary judgment.

Because the District Court certified a class prior to granting the plaintiffs’ motion for partial summary judgment, the District Court’s ruling applies to the entire class.

In October 2018, the Fifth Circuit Court of Appeals accepted our petition to review the District Court’s order granting class certification.

We intend to appeal the District Court’s order granting plaintiff’s motion for summary judgment to the Fifth Circuit Court of Appeals if permission to appeal is granted.

We will continue to vigorously defend the action and pursue such appeals.

In April 2017, plaintiff Nathaniel Brown, on behalf of a purported class of plaintiffs, filed a complaint against the Operating Partnership, as the successor by merger to Post Properties' primary operating partnership, and MAA in the United States District Court for the Western District of Texas, Austin Division.

The lawsuit alleges that Post Properties (and, following the Post Properties merger, the Operating Partnership) charged late fees at its Texas properties that violate Section 92.019.

The plaintiffs are seeking monetary damages and attorneys' fees and costs.

In September 2018, the District Court certified a class proposed by the plaintiff.

Additionally, in September 2018, the District Court denied our motion for summary judgment and granted the plaintiff’s motion for partial summary judgment.

Because the District Court certified a class prior to granting the plaintiff’s motion for partial summary judgment, the District Court’s ruling applies to the entire class.

In October 2018, the Fifth Circuit Court of Appeals accepted our petition to review the District Court's order granting class certification.

We intend to appeal the District Court’s order granting plaintiff’s motion for summary judgment to the Fifth Circuit Court of Appeals if permission to appeal is granted.

We will continue to vigorously defend the action and pursue such appeals.

No trial date has been set.

| ý | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, [removed: 2017] [added: 2018] | | | | |

| | | [removed: 6584] [added: 6815] Poplar Avenue, [removed: Memphis,] [added: Suite 500, Germantown,] Tennessee, 38138 | | | |

| Indicate by check mark whether the registrant has submitted electronically [removed: and posted on its corporate Web site, if any,] every Interactive Data File required to be submitted [removed: and] [added: pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter)] | | | |

| [removed: posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter)] during the preceding 12 months (or for such shorter period that the registrant was required to submit [removed: and] [added: such files).] | | | |

| Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, [added: a] smaller reporting company, or an emerging growth company. See the | | | |

| definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. [removed: (Check one)] | | | |

The aggregate market value of the [removed: 78,829,719] [added: 80,246,503] shares of common stock of Mid-America Apartment Communities, Inc. held by non-affiliates was approximately [removed: $8,307,075,788] [added: $8.1 billion] based on the closing price of [removed: $105.38] [added: $100.67] as reported on the New York Stock Exchange on June [removed: 30, 2017.][added: 29, 2018.]

As of February [removed: 19, 2018] [added: 18, 2019] there were [removed: 113,688,972] [added: 113,888,340] shares of Mid-America Apartment Communities, Inc. common stock outstanding.

Portions of the proxy statement for the annual shareholders meeting of Mid-America Apartment Communities, Inc. to be held on May [removed: 22, 2018] [added: 21, 2019] are incorporated by reference into Part III of this report.

We expect to file our proxy statement within 120 days after December 31, [removed: 2017.][added: 2018.]

| 1A. | [Risk [removed: Factors.](#s52AB98B9CA0F53BABDA272236E699E48)] [added: Factors.](#sF89A806B7749531DAC5AF42CF10D193A)] | [removed: [8](#sBF53B632B869514789BF4ED9375ADC5D)] [added: [8](#sA2428228C3FB5EA787BF7C014083B9CF)] |

| 1B. | [Unresolved Staff [removed: Comments.](#sEC24C12D1DE85ED3BC8E6AB89A9A9BB2)] [added: Comments.](#s13D6991D93D55D6190BA6EB20A5F74D6)] | [removed: [21](#sEC24C12D1DE85ED3BC8E6AB89A9A9BB2)] [added: [21](#s13D6991D93D55D6190BA6EB20A5F74D6)] |

| 3. | [Legal [removed: Proceedings.](#s27161B8799595A25A40096F96B6FFC5E)] [added: Proceedings.](#sB47466607D515399B9E2C4A3014B2AE7)] | [removed: [23](#s27161B8799595A25A40096F96B6FFC5E)] [added: [23](#sB47466607D515399B9E2C4A3014B2AE7)] |

| 4. | [Mine Safety [removed: Disclosures.](#sB7C4C4CAC88E5A25A028838FC819BDDE)] [added: Disclosures.](#sA29C842021435BC38D83C4FB3DE044C6)] | [removed: [23](#sB7C4C4CAC88E5A25A028838FC819BDDE)] [added: [23](#sA29C842021435BC38D83C4FB3DE044C6)] |

| 5. | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities.](#s64ECEAE6C1B25F128B3DDF4D200CB55B)] [added: Securities.](#sA152FC8EABD853DE813E71BBFAD386A8)] | [removed: [23](#s64ECEAE6C1B25F128B3DDF4D200CB55B)] [added: [24](#sA152FC8EABD853DE813E71BBFAD386A8)] |

| 6. | [Selected Financial [removed: Data.](#s65C1F93B20505065BDEF38B7F79BEDD3)] [added: Data.](#s349F65D555FA595DB93A0CC2010D19E7)] | [removed: [27](#s65C1F93B20505065BDEF38B7F79BEDD3)] [added: [26](#s349F65D555FA595DB93A0CC2010D19E7)] |

| 7. | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations.](#s616AC8765C645CE6A29417DA8162ED5E)] [added: Operations.](#s03E5C37435B6588899F15B1D62920712)] | [removed: [28](#s616AC8765C645CE6A29417DA8162ED5E)] [added: [27](#s03E5C37435B6588899F15B1D62920712)] |

| 7A. | [Quantitative and Qualitative Disclosures About Market [removed: Risk.](#sDBE7DE0217695544A56F151C94032979)] [added: Risk.](#s6AED8FEBA1E6589AB22B174E273E0ABE)] | [removed: [41](#sDBE7DE0217695544A56F151C94032979)] [added: [38](#s6AED8FEBA1E6589AB22B174E273E0ABE)] |

| 8. | [Financial Statements and Supplementary [removed: Data.](#s443CC283712350FA8CFBE8FB20FA35A9)] [added: Data.](#sE019764340E55CA3964D17CD2240DFD5)] | [removed: [41](#s443CC283712350FA8CFBE8FB20FA35A9)] [added: [39](#sE019764340E55CA3964D17CD2240DFD5)] |

| 9. | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure.](#sF097CE123DDA52E7813FD8E3B67470AA)] [added: Disclosure.](#s237837A6A2495C28A91B12CC368794AD)] | [removed: [41](#sF097CE123DDA52E7813FD8E3B67470AA)] [added: [39](#s237837A6A2495C28A91B12CC368794AD)] |

| 9A. | [Controls and [removed: Procedures.](#sA07A9F0B5975596C887EB2D506B90690)] [added: Procedures.](#s65A245C881C953FD8558645D99E86011)] | [removed: [41](#sA07A9F0B5975596C887EB2D506B90690)] [added: [39](#s65A245C881C953FD8558645D99E86011)] |

| 9B. | [Other [removed: Information.](#s6E0FF384B8E755CC80FC6FDEE79EE9A4)] [added: Information.](#sD0E0ADD15E425BFA86642FC81A009D36)] | [removed: [43](#s6E0FF384B8E755CC80FC6FDEE79EE9A4)] [added: [40](#sD0E0ADD15E425BFA86642FC81A009D36)] |

| 10. | [Directors, Executive Officers and Corporate [removed: Governance.](#s8D7F9F8C06D85EFB962931BA00BCFDA0)] [added: Governance.](#sA927CB865EBE56298EF60325590E0402)] | [removed: [43](#s8D7F9F8C06D85EFB962931BA00BCFDA0)] [added: [41](#sA927CB865EBE56298EF60325590E0402)] |

| 11. | [Executive [removed: Compensation.](#sE842A26DABBC5FF1BF23041E91566BED)] [added: Compensation.](#s8BD4201287EA5A18B65030D13262ED2D)] | [removed: [43](#sE842A26DABBC5FF1BF23041E91566BED)] [added: [41](#s8BD4201287EA5A18B65030D13262ED2D)] |

| 12. | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters.](#sEDC95842006B5209918EB75A472D188E)] [added: Matters.](#sC8304A7F7EFC587FBA73501D1A64B0C8)] | [removed: [43](#sEDC95842006B5209918EB75A472D188E)] [added: [41](#sC8304A7F7EFC587FBA73501D1A64B0C8)] |

| 13. | [Certain Relationships and Related Transactions, and Director [removed: Independence.](#s32A90EBF1A045DF38103CE39BC7F8441)] [added: Independence.](#s84C8DE751DD25ECD9028577BE2F65A67)] | [removed: [43](#s32A90EBF1A045DF38103CE39BC7F8441)] [added: [41](#s84C8DE751DD25ECD9028577BE2F65A67)] |

| 14. | [Principal Accounting Fees and [removed: Services.](#s761CF33C35BF581D94DB60B74729B918)] [added: Services.](#s60FCEB53605256A6B59FEC42CA77A6AE)] | [removed: [43](#s761CF33C35BF581D94DB60B74729B918)] [added: [41](#s60FCEB53605256A6B59FEC42CA77A6AE)] |

| 15. | [removed: [Exhibits and] [added: [Exhibits,] Financial Statement [removed: Schedules.](#sBBA46EE1251A5C4CAC969E9AA9122714)] [added: Schedules.](#sCE5C7104124C5540BDBBD5F6CC65C1D3)] | [removed: [44](#sBBA46EE1251A5C4CAC969E9AA9122714)] [added: [42](#sCE5C7104124C5540BDBBD5F6CC65C1D3)] |

| 16. | [Form 10-K [removed: Summary](#sddd075cdb3c0499481e72896b01e2d4c)] [added: Summary](#sC7A7EEBD7EF85CFA96C5A7E1C28EF502)] | [removed: [46](#sddd075cdb3c0499481e72896b01e2d4c)] [added: [45](#sC7A7EEBD7EF85CFA96C5A7E1C28EF502)] |

This report combines the Annual Reports on Form 10-K for the year ended December 31, [removed: 2017] [added: 2018] of Mid-America Apartment Communities, Inc., a Tennessee corporation, and Mid-America Apartments, L.P., a Tennessee limited partnership, of which Mid-America Apartment Communities, Inc. is the sole general partner.

Mid-America Apartment Communities, Inc. and its [removed: 96.4%] [added: 96.5%] owned subsidiary, Mid-America Apartments, L.P., are both required to file annual reports under the Securities Exchange Act of 1934, as amended.

"Common stock" refers to the common stock of MAA, "preferred stock" refers to the preferred stock of MAA, and "shareholders" [removed: means] [added: refers to] the holders of shares of MAA’s common stock or preferred stock, as applicable.

As of December 31, [removed: 2017,] [added: 2018,] MAA owned [removed: 113,643,166] [added: 113,844,267] OP [removed: units (or approximately 96.4%] [added: Units (96.5%] of the total number of OP Units).

MAA conducts substantially all of its business and holds substantially all of its [removed: assets] [added: assets, directly or indirectly,] through the Operating Partnership, and by virtue of its ownership of the OP Units and being the Operating Partnership's sole general partner, MAA has the ability to control all of the day-to-day operations of the Operating Partnership.

Except for net proceeds from public equity issuances by MAA, which are contributed to the Operating Partnership in exchange for limited partnership interests, the Operating Partnership generates the capital required by the Company's business through the Operating Partnership's operations, direct or indirect incurrence of indebtedness and issuance of [removed: units of limited partnership interest.][added: OP Units.]

Holders of OP Units (other than MAA and its [removed: entity affiliates)] [added: subsidiaries)] may require the Operating Partnership to redeem their OP Units from time to time, in which case the Operating Partnership may, at its option, pay the redemption price either in cash (in an amount per OP Unit equal, in general, to the average closing price of MAA's common stock on the New York Stock Exchange, or NYSE, over a specified period prior to the redemption [added: date) or by delivering one share of MAA's common stock (subject to adjustment under specified circumstances) for each OP Unit so redeemed.]

Although the Operating Partnership (directly or indirectly through one of its subsidiaries) is generally the entity that enters into contracts, holds assets and issues debt, management believes this presentation is appropriate for the reasons set forth above and because the business is one enterprise, [removed: and] [added: in that] we operate the business through the Operating Partnership.

Such forward-looking statements [removed: may] include, without limitation, statements concerning [added: forecasted operating performance and results,] property acquisitions and dispositions, joint venture activity, development and renovation activity as well as other capital expenditures, capital raising activities, rent and expense growth, occupancy, financing [removed: activities] [added: activities,] and interest rate and other economic [removed: expectations, and the anticipated benefits of our merger with Post Properties, Inc., or "Post Properties" and Post Apartment Homes, L.P., or "Post LP".][added: expectations.]

Such forward-looking statements involve known and unknown risks, uncertainties and other [removed: factors] [added: factors, as described below,] which may cause our actual results, performance or achievements to be materially different from the results of operations, financial conditions or plans expressed or implied by such forward-looking statements.

The following factors, among others, could cause our [removed: future results] [added: actual results, performance or achievements] to differ materially from those expressed [added: or implied] in the forward-looking statements:

10-K 1 maa12312018-10k.htm 10-K

| 1. | [Business.](#s70F4B0F8601A5B2D8D20B1E3D3C11850) | [3](#s70F4B0F8601A5B2D8D20B1E3D3C11850) |

| 2. | [Properties.](#sDC416037637756BE957E6671E6E9878F) | [22](#sDC416037637756BE957E6671E6E9878F) |

| • | legal proceedings relating to various issues, which, among other things, could result in a class action lawsuit; |

10-K 1 maa12312017-10k.htm 10-K

| post such files). | | | |

| (Do not check if a smaller reporting company) | | | | |

| 1. | [Business.](#s1A960D82237D59C6AFA85E525660D377) | [3](#s1A960D82237D59C6AFA85E525660D377) |

| 2. | [Properties.](#s8787F9731E6F57928AB4C3181E6253FB) | [22](#s8787F9731E6F57928AB4C3181E6253FB) |

Redeemable common units represent the number of outstanding limited partnership units as of the date of the applicable balance sheet, valued at the greater of the closing market price of MAA's common stock or the aggregate value of the individual partners' capital balances.

date) or by delivering one share of MAA's common stock (subject to adjustment under specified circumstances) for each OP Unit so redeemed.

| • | difficulty in integrating MAA's and Post Properties' businesses; |

We seek to acquire newer apartment communities and those with opportunities for repositioning through capital additions and management improvement located in the [removed: Southeast and] [added: Southeast,] Southwest [added: and Mid-Atlantic] regions of the United States with the potential for above average growth and return on investment.

The following table summarizes our apartment community portfolio and occupancy levels by location, as of December 31, [removed: 2017:][added: 2018:]

| Raleigh/ Durham, NC | | 14 | | | 4,397 | | | 1,016.5 | | | [removed: 97.5] [added: 96.3] | % |

| Nashville, TN | | 10 | | | 3,776 | | | 1,019.6 | | | [removed: 96.2] [added: 95.6] | % |

| Fort Worth, TX | | 11 | | | 4,249 | | | 902.9 | | | [removed: 96.2] [added: 95.8] | % |

| South Florida, FL | | 1 | | | 480 | | | 1,189.4 | | | [removed: 97.7] [added: 96.2] | % |

| Jacksonville, FL | | 10 | | | 3,496 | | | 964.4 | | | [removed: 97.7] [added: 96.6] | % |

| Savannah, GA | | 9 | | | 2,219 | | | 1,021.3 | | | [removed: 97.3] [added: 96.6] | % |

| Greenville, SC | | 8 | | | 1,748 | | | 902.0 | | | [removed: 97.0] [added: 96.4] | % |

| Richmond, VA | | 6 | | | 1,668 | | | 862.3 | | | [removed: 97.0] [added: 96.7] | % |

| Memphis, TN | | 4 | | | 1,811 | | | 974.2 | | | [removed: 95.1] [added: 95.7] | % |

| San Antonio, TX | | 4 | | | 1,504 | | | 910.3 | | | [removed: 96.3] [added: 96.0] | % |

| Birmingham, AL | | 5 | | | 1,462 | | | 1,054.8 | | | [removed: 95.6] [added: 96.2] | % |

| Little Rock, AR | | 5 | | | 1,368 | | | 981.5 | | | [removed: 96.8] [added: 95.4] | % |

| Jackson, MS | | 4 | | | 1,241 | | | 970.1 | | | [removed: 96.9] [added: 96.2] | % |

| Huntsville, AL | | 3 | | | 1,228 | | | 1,089.9 | | | [removed: 96.9] [added: 97.3] | % |

| Chattanooga, TN | | 4 | | | 943 | | | 905.7 | | | [removed: 96.1] [added: 96.2] | % |

| Lexington, KY | | 4 | | | 924 | | | 914.4 | | | [removed: 96.7] [added: 96.2] | % |

| Norfolk / Hampton / Virginia Beach, VA | | 3 | | | 788 | | | 924.5 | | | [removed: 97.8] [added: 96.9] | % |

| Las Vegas, NV | | 2 | | | 721 | | | 953.5 | | | [removed: 97.1] [added: 96.3] | % |

| Tallahassee, FL | | 2 | | | 604 | | | 1,111.2 | | | [removed: 97.0] [added: 96.1] | % |

| Kansas City, MO [added: / KS] | | 2 | | | 603 | | | 965.9 | | | [removed: 95.4] [added: 95.9] | % |

| Columbia, SC | | 2 | | | 576 | | | 1,028.6 | | | [removed: 96.4] [added: 96.8] | % |

| Gainesville, FL | | 2 | | | 468 | | | 1,137.7 | | | [removed: 97.4] [added: 97.3] | % |

| Louisville, KY | | 1 | | | 384 | | | 845.7 | | | [removed: 96.4] [added: 96.2] | % |

| Gulf Shores, AL | | 1 | | | 324 | | | 993.0 | | | [removed: 98.2] [added: 96.9] | % |

| Charlottesville, VA | | 1 | | | 251 | | | 943.5 | | | [removed: 96.4] [added: 97.3] | % |

| Raleigh/Durham, NC | | 1 | | | 803 | | | 892.6 | | | [removed: 97.5] [added: 95.7] | % |

| Nashville, TN | | 2 | | | 599 | | | 811.2 | | | [removed: 88.3] [added: 88.1] | % |

| Kansas City, MO | | [removed: 2] [added: 1] | | | 507 | | | [removed: 1,383.8] [added: 1,008.1] | | | [removed: 73.0] [added: 86.3] | % |

| Richmond, VA | | 1 | | | 336 | | | 994.2 | | | [removed: 96.1] [added: 96.7] | % |

| Phoenix, AZ | | 1 | | | 322 | | | 901.3 | | | [removed: 96.3] [added: 95.7] | % |

| Gulf Shores, AL | | 1 | | | 96 | | | 2,145.8 | | | [removed: 95.8] [added: 96.7] | % |

| (2) | Average Occupancy is calculated by dividing the [added: average daily] number of units occupied [added: in 2018] by the [added: average daily] total number of units [added: available in 2018] at each [removed: property.] [added: apartment community.] |

[removed: Twenty -nine] [added: Thirty] of our multifamily properties reflected in the above table also include commercial components totaling approximately [removed: 620,000] [added: 615,000] square feet of gross leasable space.

We also owned four commercial properties totaling approximately [removed: 230,000] [added: 260,000] square feet of combined gross leasable space as of December 31, [removed: 2017.][added: 2018.]

As of December 31, [removed: 2017,] [added: 2018,] we had [removed: approximately $962.8] [added: $476.2] million of indebtedness collateralized, secured, and outstanding as set forth in Schedule III, Real Estate and Accumulated [removed: Depreciation.][added: Depreciation included elsewhere in this Annual Report on Form 10-K.]

| Atlanta, GA | | 28 | | | 10,664 | | | 1,040.4 | | | 95.9 | % |

| Dallas, TX | | 29 | | | 9,404 | | | 884.2 | | | 95.3 | % |

| Austin, TX | | 21 | | | 6,475 | | | 935.6 | | | 95.8 | % |

| Charlotte, NC | | 21 | | | 6,149 | | | 965.0 | | | 96.2 | % |

| Tampa, FL | | 14 | | | 5,220 | | | 1,015.6 | | | 96.3 | % |

| Orlando, FL | | 12 | | | 4,498 | | | 1,027.4 | | | 96.2 | % |

| Houston, TX | | 14 | | | 4,479 | | | 882.4 | | | 96.2 | % |

| Washington, DC | | 10 | | | 4,080 | | | 926.4 | | | 96.7 | % |

| Charleston, SC | | 10 | | | 2,726 | | | 956.9 | | | 95.8 | % |

| Phoenix, AZ | | 7 | | | 2,301 | | | 980.2 | | | 96.7 | % |

| Same Store | | 285 | | | 93,483 | | | 968.3 | | | 96.1 | % |

| Atlanta, GA | | 2 | | | 770 | | | 859.1 | | | 61.5 | % |

| Austin, TX | | 1 | | | 642 | | | 788.9 | | | 94.4 | % |

| Charleston, SC | | 1 | | | 442 | | | 939.5 | | | 81.6 | % |

| Dallas, TX | | 2 | | | 362 | | | 957.4 | | | 93.9 | % |

| Denver, CO | | 2 | | | 733 | | | 832.1 | | | 61.6 | % |

| Greenville, SC | | 1 | | | 336 | | | 1,029.5 | | | 94.6 | % |

| Houston, TX | | 1 | | | 388 | | | 866.4 | | | 96.2 | % |

| Orlando, FL | | 1 | | | 776 | | | 986.9 | | | 94.9 | % |

| Non-Same Store (3) | | 18 | | | 7,112 | | | 918.4 | | | 86.5 | % |

| Total | | 303 | | | 100,595 | | | | | | | |

| | |

| --- | --- |

| (3) | Non-Same Store total excludes 269 units in a joint venture property in Washington, D.C. |

See "Management's Discussion and Analysis of Financial Condition and Results of Operations" for a discussion of our Same Store and Non-Same Store portfolios.

| Atlanta, GA | | 15 | | | 5,259 | | | 1,106.5 | | | 97.2 | % |

| Dallas, TX | | 14 | | | 4,359 | | | 924.7 | | | 96.7 | % |

| Austin, TX | | 18 | | | 5,838 | | | 928.2 | | | 96.8 | % |

| Charlotte, NC | | 16 | | | 4,401 | | | 965.6 | | | 97.2 | % |

| Orlando, FL | | 9 | | | 3,190 | | | 1,044.8 | | | 97.2 | % |

| Tampa, FL | | 9 | | | 2,878 | | | 1,041.8 | | | 97.4 | % |

| Houston, TX | | 11 | | | 3,232 | | | 907.5 | | | 98.2 | % |

| Washington, DC | | 2 | | | 741 | | | 944.5 | | | 97.6 | % |

| Phoenix, AZ | | 7 | | | 2,301 | | | 981.1 | | | 97.9 | % |

| Large Market Same Store | | 137 | | | 45,101 | | | 985.9 | | | 97.1 | % |

| Charleston, SC | | 10 | | | 2,648 | | | 958.6 | | | 96.9 | % |

| Secondary Market Same Store | | 93 | | | 27,233 | | | 969.9 | | | 96.8 | % |

| Atlanta, GA | | 14 | | | 5,737 | | | 973.2 | | | 92.6 | % |

| Dallas, TX | | 16 | | | 5,406 | | | 856.5 | | | 95.8 | % |

| Washington, DC | | 9 | | | 3,608 | | | 919.4 | | | 96.3 | % |

| Tampa, FL | | 5 | | | 2,342 | | | 983.6 | | | 96.8 | % |

| Orlando, FL | | 4 | | | 2,084 | | | 985.7 | | | 96.9 | % |

| Charlotte, NC | | 5 | | | 1,748 | | | 963.6 | | | 96.1 | % |

| Houston, TX | | 4 | | | 1,635 | | | 829.2 | | | 96.1 | % |

| Austin, TX | | 4 | | | 1,279 | | | 896.2 | | | 94.8 | % |

| Charleston, SC | | 1 | | | 380 | | | 932.3 | | | 96.1 | % |

| Greenville, SC | | 1 | | | 336 | | | 1,029.4 | | | 95.5 | % |

| Denver, CO | | 1 | | | 240 | | | 819.5 | | | 33.4 | % |

| Non-Same Store | | 72 | | | 27,458 | | | 936.2 | | | 94.3 | % |

| Total | | 302 | | | 99,792 | | | | | | | |

In [added: 2018,] 2017, [removed: 2016,] and [removed: 2015,] [added: 2016,] we had issuances with no discounts through our DRSPP of [removed: 9,568] [added: 9,721] shares, [removed: 7,906] [added: 9,568] shares, and [removed: 8,562] [added: 7,906] shares, respectively.

[removed: At] [added: As of] December 31, [removed: 2017,] [added: 2018,] there were [removed: 117,834,752] [added: 117,955,568] OP Units outstanding in the Operating Partnership, of which [removed: 113,643,166] [added: 113,844,267] OP Units, or [removed: 96.4%,] [added: 96.5%,] were owned by MAA and [removed: 4,191,586] [added: 4,111,301] OP Units, or [removed: 3.6%] [added: 3.5%,] were owned by limited partners.

Under the terms of the Operating Partnership’s limited partnership agreement, the limited partner holders of OP Units have the right to require the Operating Partnership to redeem all or a portion of the OP Units held by the holder in exchange for one share of MAA common stock per one OP Unit or a cash payment based on the market value of [removed: our] [added: MAA's] common stock at the time of redemption, at the option of MAA.

During the year ended December 31, [removed: 2017,] [added: 2018,] MAA issued a total of [removed: 28,813] [added: 80,283] shares of common stock upon redemption of OP Units.

[removed: On December 9, 2015, we] [added: We have] entered into distribution agreements with J.P. Morgan Securities LLC, BMO Capital Markets Corp. and KeyBanc Capital Markets Inc. to sell up to an aggregate of 4.0 million shares of common stock, from time-to-time in at-the-market offerings or negotiated transactions through controlled equity offering programs, or ATMs.

As of December 31, [removed: 2017,] [added: 2018,] there were 4.0 million shares available to be sold under the ATMs.

As of December 31, [removed: 2017,] [added: 2018,] no shares have been repurchased under the current authorization.

The following table reflects repurchases of shares of MAA's common stock during the three months ended December 31, [removed: 2017:][added: 2018:]

| | Total Number of Shares [removed: Purchased] [added: Purchased(1)] | | | Average Price Paid per [removed: Share] [added: Share(2)] | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | | Maximum Number of Shares That May Yet be Purchased Under the Plans or [removed: Programs(1)] [added: Programs(3)] |

| October 1, [removed: 2017] [added: 2018] - October 31, [removed: 2017] [added: 2018] | — | | | $ | — | | | — | | | 4,000,000 |

| November 1, [removed: 2017] [added: 2018] - November 30, [removed: 2017] [added: 2018] | — | | | $ | — | | | — | | | 4,000,000 |

| December 1, [removed: 2017] [added: 2018] - December 31, [removed: 2017] [added: 2018] | [removed: —] [added: 93] | | | $ | [removed: —] [added: 97.20] | | | — | | | 4,000,000 |

| Total | [removed: —] [added: 93] | | | [removed: $] | [removed: —] | | | — | | | 4,000,000 |

| [removed: (1)] [added: (3)] | This column reflects the number of shares of MAA's common stock that [removed: were] [added: are] available for purchase under the 4.0 million share repurchase program authorized by MAA's Board of Directors in December 2015. |

The following graph compares the cumulative total returns of the shareholders of MAA since December 31, [removed: 2012] [added: 2013] with the S&P 500 Index and the FTSE NAREIT Equity REIT [removed: Index .][added: Index.]

[removed: ][added: ]

| | | [removed: 2012 | | | |] 2013 | | | | 2014 | | | | 2015 | | | | 2016 | | | | 2017 | | | [added: | 2018 | | |]

On February 18, 2019, there were approximately 2,700 holders of record of the common stock.

The December 2015 authorization replaced and superseded any previous authorization.

| (1) | This column reflects the shares of common stock surrendered by employees to satisfy their statutory minimum federal and state tax obligations associated with the vesting of restricted shares under the Second Amended and Restated 2013 Stock Incentive Plan. |

| (2) | The price per share is based on the closing price of MAA's common stock as of the date of determination of the statutory minimum for federal and state tax obligations. |

| MAA | | $ | 100.00 | | | $ | 128.42 | | | $ | 162.40 | | | $ | 181.23 | | | $ | 192.59 | | | $ | 190.58 | |

| S&P 500 | | 100.00 | | | | 113.69 | | | | 115.26 | | | | 129.05 | | | | 157.22 | | | | 150.33 | | |

| FTSE NAREIT Equity REIT Index | | 100.00 | | | | 130.14 | | | | 134.30 | | | | 145.74 | | | | 153.36 | | | | 146.27 | | |

On February 16, 2018, the reported last sale price of our common stock on the NYSE was $88.75 per share, and there were approximately 2,800 holders of record of the common stock.

The following table sets forth the quarterly high and low intra-day sales prices of MAA's common stock and the dividends declared and paid by MAA with respect to the periods indicated.

| | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | Sales Prices | | | | | | | | Dividends Paid | | | | Dividends Declared | | | |

| | High | | | | Low | | | | | | | | | | | |

| 2017: | | | | | | | | | | | | | | | | |

| First Quarter | $ | 103.64 | | | $ | 92.50 | | | $ | 0.8700 | | | $ | 0.8700 | | |

| Second Quarter | 110.95 | | | | 96.20 | | | | 0.8700 | | | | 0.8700 | | | |

| Third Quarter | 109.25 | | | | 99.06 | | | | 0.8700 | | | | 0.8700 | | | |

| Fourth Quarter | 110.24 | | | | 98.54 | | | | 0.8700 | | | | 0.9225 | | | (1) |

| 2016: | | | | | | | | | | | | | | | | |

| First Quarter | $ | 102.42 | | | $ | 82.91 | | | $ | 0.8200 | | | $ | 0.8200 | | |

| Second Quarter | 106.68 | | | | 94.57 | | | | 0.8200 | | | | 0.8200 | | | |

| Third Quarter | 110.01 | | | | 91.77 | | | | 0.8200 | | | | 0.8200 | | | |

| Fourth Quarter | 98.35 | | | | 85.04 | | | | 0.8200 | | | | 0.8700 | | | |

| | |

| --- | --- |

| (1) | Generally, MAA's Board of Directors declares dividends prior to the quarter in which they are paid. The dividend declared in the fourth quarter of 2017 was paid on January 31, 2018 to shareholders of record on January 12, 2018. |

MAA's quarterly dividend rate is currently $0.9225 per common share.

MAA's Board of Directors reviews and declares the dividend rate quarterly.

Actual dividends made by MAA will be affected by a number of factors, including, but not limited to, the gross revenues received from our apartment communities, our operating expenses, the interest expense incurred on borrowings and unanticipated capital expenditures.

MAA expects to make future quarterly distributions to shareholders; however, future distributions by MAA will be at the discretion of its Board of Directors and will depend on our actual funds from operations, our financial condition, capital requirements, the annual distribution requirements under the REIT provisions of the Code (see "Business - Qualification as a Real Estate Investment Trust" above) and such other factors as MAA's Board of Directors deems relevant.

Equity Compensation Plans

The following table provides information with respect to compensation plans under which our equity securities are authorized for issuance as of December 31, 2017:

| | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights (a)(1) | | | Weighted Average Exercise Price of Outstanding Options Warrants and Rights (b)(1) | | | | Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (excluding securities reflected in column (a)) (c)(2) | |

| Equity compensation plans approved by security holders | 108,438 | | | $ | 72.93 | | | 224,393 | |

| Equity compensation plans not approved by security holders | N/A | | | N/A | | | | N/A | |

| Total | 108,438 | | | $ | 72.93 | | | 224,393 | |

| (1) | Columns (a) and (b) do not include 180,692 shares of restricted common stock that are subject to vesting requirements which were issued through our 2004 Stock Plan or the Amended and Restated 2013 Stock Incentive Plan or 127,711 shares of common stock that have been purchased by employees through the Employee Stock Purchase Plan. |

| (2) | Column (c) includes 202,104 shares available to be issued under our 2013 Stock Incentive Plan and 22,289 shares available to be issued under our Employee Stock Purchase Plan. |

The outstanding options noted in the table above were issued in exchange for outstanding options in connection with previous parent mergers, including the Parent Merger.

This December 2015 authorization replaced and superseded a previous authorization from 1999, under which approximately 2.1 million shares remained to be repurchased at the time of the December 2015 authorization but through which no shares had been repurchased since April 2001.

| MAA | | $ | 100.00 | | | $ | 97.81 | | | $ | 125.60 | | | $ | 158.84 | | | $ | 177.25 | | | $ | 188.37 | |

| S&P 500 | | 100.00 | | | | 132.39 | | | | 150.51 | | | | 152.59 | | | | 170.84 | | | | 208.14 | | |

| FTSE NAREIT Equity REIT Index | | 100.00 | | | | 102.47 | | | | 133.35 | | | | 137.61 | | | | 149.33 | | | | 157.14 | | |

As previously discussed, the consolidated assets, liabilities, and results of operations of Post Properties are included in MAA's selected financial data from the closing date of the [removed: Merger] [added: merger, December 1, 2016,] through the end of MAA's fiscal year, December 31, [removed: 2017.][added: 2018.]

Likewise, the consolidated assets, liabilities, and results of operations of Post [removed: LP] [added: Properties’ primary operating partnership] are included in the Operating Partnership's selected financial data from the closing date of the [removed: Partnership Merger,] [added: merger,] December 1, 2016, through the end of the Operating Partnership's fiscal year, December 31, [removed: 2017.][added: 2018.]

| | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | |

| Rental and other property revenues | $ | [removed: 1,528,987] [added: 1,571,346] | | | $ | [removed: 1,125,348] [added: 1,528,987] | | | $ | [removed: 1,042,779] [added: 1,125,348] | | | $ | [removed: 992,332] [added: 1,042,779] | | | $ | [removed: 635,490] [added: 992,332] | |

| Income from continuing operations | [removed: 340,536] [added: 231,022] | | | | [removed: 224,402] [added: 340,536] | | | | [removed: 350,745] [added: 224,402] | | | | [removed: 150,946] [added: 350,745] | | | | [removed: 37,692] [added: 150,946] | | |

| [removed: Income] [added: Loss] from discontinued operations before [removed: (loss)] gain on sale | — | | | | — | | | | — | | | | [removed: (63] [added: —] | | [removed: )] | | [removed: 4,743] [added: (63] | | [added: )] |

| Gain on sale of discontinued operations | — | | | | — | | | | — | | | | [removed: 5,394] [added: —] | | | | [removed: 76,844] [added: 5,394] | | |

| Net income | [removed: 340,536] [added: 231,022] | | | | [removed: 224,402] [added: 340,536] | | | | [removed: 350,745] [added: 224,402] | | | | [removed: 156,277] [added: 350,745] | | | | [removed: 119,279] [added: 156,277] | | |

| Net income attributable to noncontrolling interests | [removed: 12,157] [added: 8,123] | | | | [removed: 12,180] [added: 12,157] | | | | [removed: 18,458] [added: 12,180] | | | | [removed: 8,297] [added: 18,458] | | | | [removed: 3,998] [added: 8,297] | | |

| Dividends to MAA Series I preferred shareholders | 3,688 | | | | [removed: 307] [added: 3,688] | | | | [removed: —] [added: 307] | | | | — | | | | — | | |

| Net income available for MAA common shareholders | $ | [removed: 324,691] [added: 219,211] | | | $ | [removed: 211,915] [added: 324,691] | | | $ | [removed: 332,287] [added: 211,915] | | | $ | [removed: 147,980] [added: 332,287] | | | $ | [removed: 115,281] [added: 147,980] | |

| Basic | [removed: 113,407] [added: 113,638] | | | | [removed: 78,502] [added: 113,407] | | | | [removed: 75,176] [added: 78,502] | | | | [removed: 74,982] [added: 75,176] | | | | [removed: 50,677] [added: 74,982] | | |

| Effect of dilutive securities [removed: and partnership units] (1) | [removed: 280] [added: 198] | | | | [removed: 298] [added: 280] | | | | [removed: —] [added: 298] | | | | — | | | | [removed: 2,439] [added: —] | | |

| Diluted | [removed: 113,687] [added: 113,836] | | | | [removed: 78,800] [added: 113,687] | | | | [removed: 75,176] [added: 78,800] | | | | [removed: 74,982] [added: 75,176] | | | | [removed: 53,116] [added: 74,982] | | |

| Income from continuing operations available for common shareholders | $ | [removed: 2.86] [added: 1.93] | | | $ | [removed: 2.69] [added: 2.86] | | | $ | [removed: 4.41] [added: 2.69] | | | $ | [removed: 1.90] [added: 4.41] | | | $ | [removed: 0.72] [added: 1.90] | |

| Discontinued property operations | — | | | | — | | | | — | | | | [removed: 0.07] [added: —] | | | | [removed: 1.55] [added: 0.07] | | |

| Net income available for common shareholders | $ | [removed: 2.86] [added: 1.93] | | | $ | [removed: 2.69] [added: 2.86] | | | $ | [removed: 4.41] [added: 2.69] | | | $ | [removed: 1.97] [added: 4.41] | | | $ | [removed: 2.27] [added: 1.97] | |

| Income from continuing operations available for common shareholders | $ | [removed: 2.86] [added: 1.93] | | | $ | [removed: 2.69] [added: 2.86] | | | $ | [removed: 4.41] [added: 2.69] | | | $ | [removed: 1.90] [added: 4.41] | | | $ | [removed: 0.71] [added: 1.90] | |

| Discontinued property operations | — | | | | — | | | | — | | | | [removed: 0.07] [added: —] | | | | [removed: 1.54] [added: 0.07] | | |

| Net income available for common shareholders | $ | [removed: 2.86] [added: 1.93] | | | $ | [removed: 2.69] [added: 2.86] | | | $ | [removed: 4.41] [added: 2.69] | | | $ | [removed: 1.97] [added: 4.41] | | | $ | [removed: 2.25] [added: 1.97] | |

| Dividends declared per common share(2) | $ | [removed: 3.5325] [added: 3.7275] | | | $ | [removed: 3.3300] [added: 3.5325] | | | $ | [removed: 3.1300] [added: 3.3300] | | | $ | [removed: 2.9600] [added: 3.1300] | | | $ | [removed: 2.8150] [added: 2.9600] | |

| Real estate owned, at cost | $ | [removed: 13,336,995] [added: 13,700,988] | | | $ | [removed: 13,016,663] [added: 13,336,995] | | | $ | [removed: 8,217,579] [added: 13,016,663] | | | $ | [removed: 8,071,187] [added: 8,217,579] | | | $ | [removed: 7,694,618] [added: 8,071,187] | |

| Real estate assets, net | [removed: 11,261,924] [added: 11,151,701] | | | | [removed: 11,341,862] [added: 11,261,924] | | | | [removed: 6,718,366] [added: 11,341,862] | | | | [removed: 6,697,508] [added: 6,718,366] | | | | [removed: 6,556,303] [added: 6,697,508] | | |

| Total assets | [removed: 11,491,919] [added: 11,323,781] | | | | [removed: 11,604,491] [added: 11,491,919] | | | | [removed: 6,847,781] [added: 11,604,491] | | | | [removed: 6,821,778] [added: 6,847,781] | | | | [removed: 6,835,012] [added: 6,821,778] | | |

| Total debt | [removed: 4,502,057] [added: 4,528,328] | | | | [removed: 4,499,712] [added: 4,502,057] | | | | [removed: 3,427,568] [added: 4,499,712] | | | | [removed: 3,512,699] [added: 3,427,568] | | | | [removed: 3,463,239] [added: 3,512,699] | | |

| Noncontrolling interest | [removed: 233,982] [added: 222,349] | | | | [removed: 238,282] [added: 233,982] | | | | [removed: 165,726] [added: 238,282] | | | | [removed: 161,287] [added: 165,726] | | | | [removed: 166,726] [added: 161,287] | | |

| Total MAA shareholders' equity and redeemable stock | [removed: 6,350,320] [added: 6,159,254] | | | | [removed: 6,413,892] [added: 6,350,320] | | | | [removed: 3,000,347] [added: 6,413,892] | | | | [removed: 2,896,435] [added: 3,000,347] | | | | [removed: 2,951,861] [added: 2,896,435] | | |

| Funds from operations | $ | [removed: 699,561] [added: 712,690] | | | $ | [removed: 463,385] [added: 699,561] | | | $ | [removed: 452,372] [added: 463,385] | | | $ | [removed: 404,087] [added: 452,372] | | | $ | [removed: 231,025] [added: 404,087] | |

| Market capitalization (shares and units) (3) | $ | [removed: 11,849,463] [added: 11,288,348] | | | $ | [removed: 11,528,965] [added: 11,849,463] | | | $ | [removed: 7,225,894] [added: 11,528,965] | | | $ | [removed: 5,933,985] [added: 7,225,894] | | | $ | [removed: 4,801,990] [added: 5,933,985] | |

| Ratio of total debt to total capitalization (4) | [removed: 27.5] [added: 28.6] | | % | | [removed: 28.1] [added: 27.5] | | % | | [removed: 32.2] [added: 28.1] | | % | | [removed: 37.3] [added: 32.2] | | % | | [removed: 42.0] [added: 37.3] | | % |

| Number of multifamily [removed: properties,] [added: apartment communities,] including joint venture ownership interest (5) | [removed: 302] [added: 304] | | | | [removed: 303] [added: 302] | | | | [removed: 254] [added: 303] | | | | [removed: 268] [added: 254] | | | | [removed: 275] [added: 268] | | |

| Number of multifamily units, including joint venture ownership interest (5) | [removed: 99,792] [added: 100,864] | | | | [removed: 99,393] [added: 99,792] | | | | [removed: 79,496] [added: 99,393] | | | | [removed: 82,316] [added: 79,496] | | | | [removed: 83,641] [added: 82,316] | | |

(3) Market capitalization includes all shares of common stock, regardless of classification on the balance sheet, as well as [removed: partnership units] [added: OP Units] (value based on common stock equivalency).

(5) Multifamily [removed: properties] [added: apartment communities] and unit totals have not been adjusted to exclude properties held for sale.

| [removed: Income] [added: Loss] from discontinued operations before [removed: (loss)] gain on sale | — | | | | — | | | | — | | | | [removed: (63] [added: —] | | [removed: )] | | [removed: 4,332] [added: (63] | | [added: )] |

| Gain on sale of discontinued operations | — | | | | — | | | | — | | | | [removed: 5,394] [added: —] | | | | [removed: 65,520] [added: 5,394] | | |

| Net income | [removed: 340,536] [added: 231,022] | | | | [removed: 224,402] [added: 340,536] | | | | [removed: 350,745] [added: 224,402] | | | | [removed: 156,277] [added: 350,745] | | | | [removed: 107,544] [added: 156,277] | | |

| Dividends to preferred unitholders | 3,688 | | | | [removed: 307] [added: 3,688] | | | | [removed: —] [added: 307] | | | | — | | | | — | | |

| Net income available for [added: MAALP] common unitholders | $ | [removed: 336,848] [added: 227,334] | | | $ | [removed: 224,095] [added: 336,848] | | | $ | [removed: 350,745] [added: 224,095] | | | $ | [removed: 156,277] [added: 350,745] | | | $ | [removed: 107,544] [added: 156,277] | |

| Basic | [removed: 117,617] [added: 117,777] | | | | [removed: 82,661] [added: 117,617] | | | | [removed: 79,361] [added: 82,661] | | | | [removed: 79,188] [added: 79,361] | | | | [removed: 53,075] [added: 79,188] | | |

| | 2018 | | | | 2017 | | | | 2016 | | | | 2015 | | | | 2014 | | |

| Rental and other property revenues | $ | 1,571,346 | | | $ | 1,528,987 | | | $ | 1,125,348 | | | $ | 1,042,779 | | | $ | 992,332 | |

| Income from continuing operations | 231,022 | | | | 340,536 | | | | 224,402 | | | | 350,745 | | | | 150,946 | | |

| Income from continuing operations available for common unitholders | $ | 1.93 | | | $ | 2.86 | | | $ | 2.70 | | | $ | 4.41 | | | $ | 1.90 | |

| Discontinued property operations | — | | | | — | | | | — | | | | — | | | | 0.07 | | |

| Net income available for common unitholders | $ | 1.93 | | | $ | 2.86 | | | $ | 2.70 | | | $ | 4.41 | | | $ | 1.97 | |

| Real estate owned, at cost | $ | 13,700,988 | | | $ | 13,336,995 | | | $ | 13,016,663 | | | $ | 8,217,579 | | | $ | 8,071,187 | |

| Real estate assets, net | 11,151,701 | | | | 11,261,924 | | | | 11,341,862 | | | | 6,718,366 | | | | 6,697,508 | | |

| Total assets | 11,323,781 | | | | 11,491,919 | | | | 11,604,491 | | | | 6,847,781 | | | | 6,821,778 | | |

| Total debt | 4,528,328 | | | | 4,502,057 | | | | 4,499,712 | | | | 3,427,568 | | | | 3,512,699 | | |

The consolidated financial statements and related financial information required to be filed are set forth on pages F-1 to [removed: F-55] [added: F-44] of this Annual Report on Form 10-K.

MAA's management, with the participation of MAA’s Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of MAA's disclosure controls and procedures as of December 31, [removed: 2017.][added: 2018.]

Based on that evaluation, MAA’s Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective as of December 31, [removed: 2017] [added: 2018] to ensure that information required to be disclosed by MAA in its Exchange Act filings is accurately recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and [added: is accumulated and communicated to MAA's management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.]

MAA's management, with the participation of MAA's Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of MAA's internal control over financial reporting as of December 31, [removed: 2017] [added: 2018] based on the framework specified in Internal Control - Integrated Framework (2013) published by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on such evaluation, MAA's management concluded that MAA's internal control over financial reporting was effective as of December 31, [removed: 2017.][added: 2018.]

Ernst & Young LLP, the independent registered public accounting firm that has audited the consolidated financial statements included [added: elsewhere] in this Annual Report on Form 10-K, has issued an attestation report on MAA’s internal control [removed: over financial reporting, which is included herein.]

There was no change to MAA’s internal control over financial [removed: reporting identified in connection with] [added: reporting, within] the [removed: evaluation by MAA’s management referred to above] [added: meaning of Exchange Act Rules 13a-15 and 15d-15,] that occurred during the quarter ended December 31, [removed: 2017] [added: 2018] that has materially affected, or is reasonably likely to materially affect, MAA’s internal control over financial reporting.

Management of the Operating Partnership, with the participation of the Chief Executive Officer and Chief Financial Officer of MAA, as the general partner of the Operating Partnership, carried out an evaluation of the effectiveness of the Operating Partnership's disclosure controls and procedures as of December 31, [removed: 2017.][added: 2018.]

Based on that evaluation, the Chief Executive Officer and Chief Financial Officer of MAA, as the general partner of the Operating Partnership, concluded that the disclosure controls and procedures were effective as of December 31, [removed: 2017] [added: 2018] to ensure that information required to be disclosed by the Operating Partnership in its in Exchange Act filings is accurately recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to the Operating Partnership's management, including the Chief Executive Officer and Chief Financial Officer of MAA, as the general partner of the Operating Partnership, as appropriate to allow timely decisions regarding required disclosure.

Management of the Operating Partnership, with the participation of the Chief Executive Officer and Chief Financial Officer of MAA, as the general partner of the Operating Partnership, conducted an evaluation of the effectiveness of the Operating Partnership’s internal control over financial reporting as of December 31, [removed: 2017] [added: 2018] based on the framework specified in Internal Control - Integrated Framework [removed: (2013),] [added: (2013)] published by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on such evaluation, management of the Operating Partnership has concluded that the Operating Partnership's internal control over financial reporting was effective as of December 31, [removed: 2017.][added: 2018.]

There was no change to the Operating Partnership’s internal control over financial [removed: reporting identified in connection with the evaluation by] [added: reporting, within] the [removed: Operating Partnership’s management referred to above] [added: meaning of Exchange Act Rules 13a-15 and 15d-15,] that occurred during the quarter ended December 31, [removed: 2017] [added: 2018] that has materially affected, or is reasonably likely to materially affect, the Operating Partnership’s internal control over financial reporting.

over financial reporting, which is included herein.

is accumulated and communicated to MAA's management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

The information contained in MAA's [removed: 2018] [added: 2019] Proxy Statement in the sections entitled [removed: "Information About The Board of Directors and Its Committees", "Proposal 1 - Election of Directors",] [added: "Board Structure", "Nominees for Election",] "Executive [removed: Officers"] [added: Officers of the Registrant"] and "Section 16(a) Beneficial Ownership Reporting Compliance," is incorporated herein by reference in response to this Item 10.

Our Board of Directors has adopted a Code of Conduct applicable to all officers, directors and employees, which can be found on our website at [removed: http://www.maac.com,] [added: https://www.maac.com,] on the For Investors page in the "Governance Documents" section under "Corporate Overview".

We will provide a copy of this document to any person, without charge, upon request, by writing to the Legal Department at MAA, [removed: 6584] [added: 6815] Poplar Avenue, [removed: Memphis,] [added: Suite 500, Germantown,] TN 38138.

The information contained in MAA's [removed: 2018] [added: 2019] Proxy Statement in the sections entitled "Executive [added: Compensation Tables", "Director] Compensation", "Compensation Committee Interlocks and Insider [removed: Participation"] [added: Participation", "Compensation Committee Report"] and "Compensation Discussion and Analysis" is incorporated herein by reference in response to this Item 11.

The information contained in MAA's [removed: 2018] [added: 2019] Proxy Statement in the sections entitled "Security Ownership of [removed: Management" and] [added: Management",] "Security Ownership of Certain Beneficial [removed: Owners,"] [added: Owners" and "Securities Authorized for Issuance Under Equity Compensation Plans"] is incorporated herein by reference in response to this Item 12.

The information contained in MAA's [removed: 2018] [added: 2019] Proxy Statement in the sections entitled "Certain Relationships and Related Transactions" and [removed: "Information About The Board] [added: "Indebtedness] of [removed: Directors and Its Committees"] [added: Management"] is incorporated herein by reference in response to this Item 13.

The information contained in MAA's [removed: 2018] [added: 2019] Proxy Statement in the section entitled [removed: "Proposal 4 - Ratification of Appointment of Independent Registered Public Accounting Firm,"] [added: "Audit and Non-Audit Fees,"] is incorporated herein by reference in response to this Item 14.

| 1. | [Reports of Independent Registered Public Accounting [removed: Firm](#sD945622F805F5F029C9BE2B6CC431014)] [added: Firm](#sB69D440A6FA75453B00A6A2AEB28793A)] | [removed: [F-1](#sD945622F805F5F029C9BE2B6CC431014)] [added: [F-1](#sB69D440A6FA75453B00A6A2AEB28793A)] |

| | [Consolidated Balance Sheets as of December 31, [removed: 2017,] [added: 2018] and [removed: 2016](#sB2C41382E889524F968FA039340D19F8)] [added: 2017](#s2B27C5B2CF6955D7BD46111EEA532AB3)] | [removed: [F-4](#sB2C41382E889524F968FA039340D19F8)] [added: [F-4](#s2B27C5B2CF6955D7BD46111EEA532AB3)] |

| | [Consolidated Statements of Operations for the years ended December 31, [removed: 2017, 2016,] [added: 2018, 2017] and [removed: 2015](#s2489FC1FAC9253D7B4D0C1B83A7AA296)] [added: 2016](#s9AE42022EEC1554F941022ABB6EC71D6)] | [removed: [F-5](#s2489FC1FAC9253D7B4D0C1B83A7AA296)] [added: [F-5](#s9AE42022EEC1554F941022ABB6EC71D6)] |

| | [Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2017, 2016,] [added: 2018, 2017] and [removed: 2015](#sF85DB04C844756A9B428BAE0C276102E)] [added: 2016](#s68434C5C98315F8BBB898E3845D33DB6)] | [removed: [F-6](#sF85DB04C844756A9B428BAE0C276102E)] [added: [F-6](#s68434C5C98315F8BBB898E3845D33DB6)] |

| | [Consolidated Statements of Equity for the years ended December 31, [removed: 2017, 2016,] [added: 2018, 2017] and [removed: 2015](#sE30BE53C1E63512891466FA30015F805)] [added: 2016](#sF727216A52005F5193DE33E256558C43)] | [removed: [F-7](#sE30BE53C1E63512891466FA30015F805)] [added: [F-7](#sF727216A52005F5193DE33E256558C43)] |