Mid-America Apartment Communities (MAA) 10-K risk factor changes: FY2022 vs FY2021

[removed: The] [added: Disease outbreaks and other public health events, such as the] COVID-19 [removed: pandemic has] [added: pandemic, have] materially impacted [removed: and may continue to materially impact] our business, and our financial condition, results of operations and cash flows could be materially adversely affected by factors relating to [removed: the] [added: a] pandemic.

[removed: Extraordinary actions were taken by] [added: The pandemic led governments and other authorities around the world, including] federal, state and local governmental authorities [added: in the U.S.] to [added: take extraordinary actions to] combat the spread of COVID-19, including issuance of “stay-at-home” directives and similar mandates for many individuals to substantially restrict daily activities and for many businesses to curtail or cease normal operations.

[removed: As unemployment rises and incomes fall, fewer people,] including both current and prospective residents, may be able to afford our apartment communities, and it may be difficult for some of our residents to make timely rental payments to us under their leases.

The [removed: persistence] [added: impact] of [added: a disease outbreak or other public health event, including] the COVID-19 pandemic and restrictions intended to prevent its spread could have significant adverse impacts on our business, financial condition, results of operations and cash flows that are difficult to predict.

federal, state, local and industry-initiated efforts that may adversely affect the ability of landlords, including us, to collect rent and customary fees, adjust rental rates and enforce remedies for the failure to pay rent, such as the various orders that were issued by governmental authorities and public officials to temporarily halt residential evictions to prevent further spread of [removed: COVID-19;][added: the disease;]

the legacy of the regulatory focus on landlords during the [removed: pandemic] [added: public health event] as distinguished from other providers of essential services;

our ability to manage our business to the extent our management or other personnel are impacted in significant numbers by [removed: the COVID-19 pandemic] [added: such public health event] and are not willing, available or allowed to conduct work.

To the extent [added: a future disease outbreak or other public health event, such as] the COVID-19 [removed: pandemic] [added: pandemic,] adversely [removed: affects] [added: affect] our business, financial condition, results of operation and cash flows, it may also have the effect of heightening many of the other risks described in this Annual Report on Form 10-K.

Unfavorable market and economic [removed: conditions] [added: conditions, including as a result of public health events] in the areas in which we operate may significantly affect our occupancy levels, our rental rates and collections, the value of our 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 [removed: is] [added: may continue to be] adversely affected by, among other things, job losses and unemployment levels, personal debt levels, a downturn in the housing market, stock market volatility, inflationary conditions and uncertainty about the future.

As of December 31, [removed: 2021,] [added: 2022,] substantially all of our investments are concentrated in the multifamily sector.

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

As of December 31, [removed: 2021,] [added: 2022,] approximately [removed: 40.5%] [added: 41.1%] of our portfolio was located in our top five markets: Atlanta, Georgia; Dallas, Texas; Austin, Texas; Orlando, Florida; and Charlotte, North Carolina.

[added: In addition, our overall operations are concentrated in the Southeast, Southwest and Mid-Atlantic regions of the U.S.] Our performance could be adversely affected by economic conditions in, and other factors relating to, these geographic areas, including supply and demand for apartments in these areas, zoning and other regulatory conditions and competition from other communities and alternative forms of housing.

[removed: To the extent the economic conditions, job growth and] unemployment in any of these markets deteriorate or any of these areas experiences natural disasters, the value of our portfolio, our results of operations and our ability to make payments on our debt and to make distributions could be adversely affected.

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 apartment communities as well as guidelines for promptly [removed: addressing and resolving reports of mold.]

Many of our apartment communities are located along or near coastal [removed: areas.][added: areas that have historically been subject to the risk of extreme weather events.]

As of December 31, [removed: 2021,] [added: 2022,] we had six development communities under construction representing [removed: 2,021] [added: 2,310] units once complete.

This risk of a data breach or security failure, particularly through cyber-attacks or cyber-intrusion, has generally increased due to the rise in new technologies and the increased sophistication and activities of the perpetrators of attempted attacks and [removed: intrusions.][added: intrusions, including as a result of the intensification of state-sponsored cybersecurity attacks during periods of geopolitical conflict, such as the ongoing conflict in Ukraine.]

Likewise, the federal government has urged all states to adopt eviction diversion strategies, including, among others, a requirement for landlords to apply for rental assistance prior to filing for eviction and the extension of pending eviction cases to provide sufficient time for rental assistance applications to be processed, while also [added: recommending creation of more robust eviction diversion programs over the longer term that include a combination of rental assistance, mandatory alternative dispute resolution and access to legal counsel for unrepresented tenants.]

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, [added: competition,] environmental, securities, shareholder, tenant or tort legal issues, some of which could result in a class action lawsuit.

As of December 31, [removed: 2021,] [added: 2022,] the amount of our total debt was [removed: $4.5] [added: $4.4] billion.

Interest rates [removed: could increase, which] [added: have increased, and to the extent that the current high interest rate environment increases further, we] could [removed: result in] [added: experience] higher interest expense on our variable-rate debt or increase interest rates when refinancing maturing fixed-rate debt, which could have a material adverse effect on us and our ability to make payments on our debt and to make distributions or cause us to be in default under certain debt instruments.

In addition, [removed: an] [added: a further] increase in market interest rates may lead holders of shares of our common stock to demand a higher yield on their shares from distributions by us, which could adversely affect the market price for our common stock.

As of December 31, [removed: 2021,] [added: 2022,] we had outstanding borrowings of [removed: $4.5] [added: $4.4] billion.

If we issue additional equity securities to obtain additional [removed: financing,] [added: capital,] the interest of our existing shareholders could be diluted.

If an investor acquires shares in violation of the limits on ownership described [removed: above:][added: above, the holder may:]

[removed: the holder may] lose its power to dispose of the shares;

[removed: the holder may] not recognize profit from the sale of such shares if the market price of the shares increases; and

[removed: the holder may] be required to recognize a loss from the sale of such shares if the market price decreases.

As of December 31, [removed: 2021,] [added: 2022,] 867,846 shares of preferred stock were issued and outstanding, all of which shares were MAA Series I preferred stock.

In addition, the criteria by which companies’ ESG practices are assessed are [removed: evolving,] [added: evolving and inconsistent,] which could result in greater expectations of us and cause us to undertake costly initiatives to satisfy any new [added: or contradictory] criteria.

In addition, in the event that we communicate certain ESG initiatives and goals, we could fail, or be perceived to have failed, in our achievement of our initiatives or goals, or we could be criticized for the scope of our initiatives or [removed: goals.][added: goals or the achievement of our initiatives or goals may be costly.]

Higher interest rates would not, however, result in more funds for MAA to distribute and, in fact, would likely increase MAA’s [added: future] borrowing costs and potentially decrease funds available for distribution.

[added: In] addition, unless an applicable statutory relief provision applies, if a Merged REIT failed to qualify as a REIT for a taxable year, then the Merged REIT would not have been entitled to re-elect to be taxed as a REIT until the fifth taxable year following the year during which it was disqualified.

While many of the restrictions have eased across the country, no assurance can be given that similar closures or restrictions will not be reinstated or new restrictions imposed in the future in response to changes in COVID-19 or new public health events.

As unemployment rises and incomes fall, fewer people,

The potential impact that future disease outbreaks or other public health events, such as the COVID-19 pandemic, will have on our business, financial condition, results of operation and cash flows is difficult to predict.

General economic conditions in the U.S. have fluctuated significantly in recent quarters with the U.S. experiencing negative macroeconomic conditions such as increasing inflationary and labor market concerns.

To the extent the economic conditions, job growth and

addressing and resolving reports of mold.

For example, as described in more detail in Note 11 to the consolidated financial statements included in this Annual Report on Form 10-K, we are currently a defendant in lawsuits filed by plaintiffs individually and on behalf of a purported class of plaintiffs, against the company, among other defendants, alleging that RealPage, Inc. and lessors of multifamily residential real estate conspired to artificially inflate the prices of multifamily residential real estate above competitive levels.

In March 2020, the World Health Organization characterized COVID-19 as a pandemic, and the President of the United States proclaimed that the COVID-19 outbreak in the United States constituted a national emergency.

While many of the restrictions have eased across the country, the pandemic has not yet been contained in the United States and some areas have re-imposed closures and other restrictions due to increased rates of COVID-19 cases.

No assurance can be given that these new closures and restrictions will not continue to occur.

The emergence of new and more easily transmitted variants of COVID-19, such as the Delta and Omicron variants, have resulted in a longer-term impact of the restrictions employed to control the COVID-19 pandemic, which have combined to produce significant effects on the job market, supply-chain and materials pricing.

In addition, there have been and may continue to be downstream effects of widespread long-term remote working conditions, academic and childcare disruption, and various financial aid measures employed by government sectors.

It is unknown which of these effects will be temporary, which will have a long-term impact and what negative impacts or risks may result.

The ongoing COVID-19 pandemic and the current economic, financial and capital markets environment present material risks and uncertainties for us.

The extent of the impact that the COVID-19 pandemic will have on our business, financial condition, results of operation and cash flows will depend largely on future developments relating to the duration and scope of the COVID-19 pandemic in the United States, including the continued emergence, persistence, severity and transmissibility of variants of the virus, the efficacy of vaccines, the pace at which governmental restrictions are eased or lifted and the implementation of new or additional mitigation efforts by governmental authorities to control the spread of the disease, such as “stay-at-home” orders, business closures and vaccine mandates.

In addition, if in the future there is an outbreak of another highly infectious or contagious disease or similar public health crisis, we would be subject to similar risks as posed by the COVID-19 pandemic.

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

recommending creation of more robust eviction diversion programs over the longer term that include a combination of rental assistance, mandatory alternative dispute resolution and access to legal counsel for unrepresented tenants.

For example, as described in more detail in Note 11 to the consolidated financial statements included in this Annual Report on Form 10-K, we are currently a defendant in two putative class action lawsuits relating to tenant late fee policies at our Texas apartment communities.

The phase-out of LIBOR could adversely impact our results of operations and cash flows.

LIBOR is the interest rate benchmark used as a reference rate on our unsecured revolving credit facility, although we had no borrowings under our unsecured revolving credit facility as of December 31, 2021.

The ICE Benchmark Administration, the administrator of LIBOR, ceased the publication of one-week and two-month U.S. dollar (USD) LIBOR as of December 31, 2021 and plans to cease the publications of the remaining tenors of USD LIBOR (one, three, six and 12-month) immediately after June 30, 2023.

The U.S. Federal Reserve, in connection with the Alternative Reference Rates Committee, a steering committee comprised of large U.S. financial institutions, has endorsed replacing USD LIBOR with the Secured Overnight Financing Rate, or SOFR.

SOFR is a more generic measure than LIBOR and considers the cost of borrowing cash overnight, collateralized by U.S. Treasury securities.

However, U.S. banking regulators have indicated that financial institutions will be permitted to choose any benchmark rate to replace LIBOR.

The terms of our unsecured revolving credit facility allow for the transition to an alternate benchmark interest rate, including SOFR, to replace any outstanding USD LIBOR borrowings when USD LIBOR is no longer published.

Given the inherent differences

between LIBOR and SOFR or any other alternative benchmark rate that may be established, there are many uncertainties regarding a transition from LIBOR, including, but not limited to, how this will impact our cost of variable rate debt.

The consequences of these developments with respect to LIBOR cannot be entirely predicted and will span multiple future periods but could result in an increase in the cost of our variable rate debt, which could adversely impact our results of operations and cash flows.

In

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 97.3% interest as of December 31, [removed: 2021.][added: 2022.]

As of December 31, [removed: 2021,] [added: 2022,] we owned and operated 290 apartment communities (which does not include development properties under construction) through the Operating Partnership and its subsidiaries, and [removed: we] had an ownership interest in one apartment community through an unconsolidated real estate joint [removed: venture and had six development communities under construction.][added: venture.]

In addition, as of December 31, [removed: 2021, 33] [added: 2022, we had six development communities under construction, and 34] of our apartment communities included retail components.

Our apartment communities, including development communities under construction, were located across 16 states and the District of Columbia as of December 31, [removed: 2021.][added: 2022.]

Also included in our Non-Same Store and Other segment are non-multifamily [removed: activities.][added: activities and storm related expenses related to hurricanes.]

For the year ended December 31, [removed: 2021,] [added: 2022,] net income available for MAA common shareholders was [removed: $530.1] [added: $633.7] million as compared to [removed: $251.3] [added: $530.1] million for the year ended December 31, [removed: 2020.][added: 2021.]

Results for the year ended December 31, 2021 included $221.2 million of [removed: gains] [added: gain] related to the sale of real estate assets and $40.9 million of [added: non-cash] gain, net of tax, [removed: related to our investments in unconsolidated limited partnerships.][added: from investments.]

Revenues for the year ended December 31, [removed: 2021] [added: 2022] increased [removed: 6.0%] [added: 13.6%] as compared to the year ended December 31, [removed: 2020,] [added: 2021,] driven by a [removed: 5.5%] [added: 13.5%] increase in our Same Store segment.

Property operating expenses, excluding depreciation and amortization, for the year ended December 31, [removed: 2021] [added: 2022] increased by [removed: 4.8%] [added: 7.8%] as compared to the year ended December 31, [removed: 2020,] [added: 2021,] driven by a [removed: 4.4%] [added: 7.6%] increase in our Same Store segment.

During the year ended December 31, [removed: 2021,] [added: 2022,] revenue growth for our Same Store segment continued to be primarily driven by growth in average effective rent per unit.

The average effective rent per unit for our Same Store segment continued to increase from the prior year, up [removed: 5.2%] [added: 14.6%] for the year ended December 31, [removed: 2021] [added: 2022] as compared to the year ended December 31, [removed: 2020.][added: 2021.]

[removed: In addition, for] [added: For] the year ended December 31, [removed: 2021,] [added: 2022,] average physical occupancy for our Same Store segment was [removed: 96.1%,] [added: 95.7%,] as compared to [removed: 95.6%] [added: 96.1%] for the year ended [removed: year ended] December 31, [removed: 2020.][added: 2021.]

An important part of our portfolio strategy is to maintain diversity of markets, submarkets, product types and price points in the Southeast, Southwest and Mid-Atlantic regions of the [removed: United States.][added: U.S. This diversity tends to mitigate exposure to economic issues in any one geographic market or area.]

Through our investment in [removed: 36] [added: 39] defined markets, we are diversified across markets, urban and suburban submarkets, and a variety of product types and monthly rent price points.

[removed: Demand] [added: We believe demand] for apartments is primarily driven by general economic conditions in our markets and is particularly correlated to job [removed: growth.]

While our rent growth [removed: trends] and rent collection trends during the year ended December 31, [removed: 2021] [added: 2022] were strong, we continue to monitor pressures surrounding [removed: supply chain challenges and] inflation [removed: trends.][added: trends, general economic conditions and housing supply.]

A worsening of the current environment could contribute to uncertain rent collections going forward and suppress demand for apartments and [removed: would likely] [added: could] drive [added: lower] rent growth on new leases and renewals [removed: lower] than what we achieved during the year ended December 31, [removed: 2021.][added: 2022.]

Access to the financial markets remains [removed: strong, particularly] [added: available] for high credit rated borrowers.

[removed: The prospect of] [added: Additionally,] rising interest rates could negatively impact our borrowing costs for any variable rate borrowings or refinancing [removed: activity; however, as of December 31, 2021, the interest rate on all of our outstanding debt was fixed, and our fixed rate debt maturities in the year ending December 31, 2022 are not significant.][added: activity.]

For the year ended December 31, [removed: 2021,] [added: 2022,] we achieved net income available for MAA common shareholders of [removed: $530.1] [added: $633.7] million, a [removed: 111.0%] [added: 19.6%] increase as compared to the year ended December 31, [removed: 2020,] [added: 2021,] and total revenue growth of [removed: $100.1] [added: $241.8] million, representing a [removed: 6.0%] [added: 13.6%] increase in property revenues as compared to the year ended December 31, [removed: 2020.][added: 2021.]

The following discussion describes the primary drivers of the increase in net income available for MAA common shareholders for the year ended December 31, [removed: 2021] [added: 2022] as compared to the year ended December 31, [removed: 2020.][added: 2021.]

A discussion of the results of operations for the year ended December 31, [removed: 2020] [added: 2021] as compared to the year ended December 31, [removed: 2019] [added: 2020] is found in Item 7 of Part II of our Annual Report on Form 10-K for the year ended December 31, [removed: 2020,] [added: 2021,] filed with the SEC on February [removed: 18, 2021,] [added: 17, 2022,] which is available free of charge on the SEC’s website at https://www.sec.gov and on our website at https://www.maac.com, on the “For Investors” page under “Filings and Financials—Annual Reports.”

The following table reflects our property revenues by segment for the year ended December 31, [removed: 2021] [added: 2022] (dollars in thousands):

| | | December 31, [removed: 2021] [added: 2022] | | | | December 31, [removed: 2020] [added: 2021] | | | | Increase | | | | % Change | | |

The increase in [removed: property] [added: rental] revenues for our Same Store segment for the year ended December 31, [removed: 2021] [added: 2022] as compared to the year ended December 31, [removed: 2020] [added: 2021] was the primary driver of total property revenue growth.

The Same Store segment generated a [removed: 5.5%] [added: 13.5%] increase in revenues for the year ended December 31, [removed: 2021,] [added: 2022,] primarily [removed: a] [added: the] result of average effective rent per unit growth of [removed: 5.2%] [added: 14.6%] as compared to the year ended December 31, [removed: 2020.][added: 2021, partially offset by lower average physical occupancy.]

The increase in property revenues from the Non-Same Store and Other segment for the year ended December 31, [removed: 2021] [added: 2022] as compared to the year ended December 31, [removed: 2020] [added: 2021] was primarily the result of increased revenues from recently completed development [added: communities and acquired communities, partially offset by decreased revenues from recently disposed] communities.

The following table reflects our property operating expenses by segment for the year ended December 31, [removed: 2021] [added: 2022] (dollars in thousands):

| Total | | $ | [removed: 671,165] [added: 723,694] | | | $ | [removed: 640,471] [added: 671,165] | | | $ | [removed: 30,694] [added: 52,529] | | | | [removed: 4.8] [added: 7.8] | % |

The increase in property operating expenses for our Same Store segment for the year ended December 31, [removed: 2021] [added: 2022] as compared to the year ended December 31, [removed: 2020] [added: 2021] was primarily driven by increases in real estate tax expense of [removed: $7.0] [added: $15.0] million, [removed: insurance] [added: personnel] expense of [removed: $6.2] [added: $9.6] million, building repairs and maintenance of [removed: $5.6] [added: $9.2] million, [removed: personnel] [added: utilities] expense of [removed: $4.4 million] [added: $6.9 million, office operations expense of $4.3 million,] and [removed: utilities] [added: insurance] expense of [removed: $2.7] [added: $3.1] million.

The increase in property operating expenses from the Non-Same Store and Other segment for the year ended December 31, [removed: 2021] [added: 2022] as compared to the year ended December 31, [removed: 2020] [added: 2021] was primarily the result of [added: $1.8 million of storm-related expenses related to hurricanes and] increased property operating expenses from recently completed development [added: communities and acquired communities, partially offset by decreased property operating expenses from recently disposed] communities.

Depreciation and amortization expense for the year ended December 31, [removed: 2021] [added: 2022] was [removed: $533.4] [added: $543.0] million, an increase of [removed: $22.6] [added: $9.6] million as compared to the year ended December 31, [removed: 2020.][added: 2021.]

The increase was primarily driven by the recognition of depreciation expense associated with our [added: recently completed] development [added: communities] and capital spend activities made in the normal course of business during the year ended December 31, [removed: 2021.][added: 2022, partially offset from decreased depreciation expense from recently disposed communities.]

Property management expenses for the year ended December 31, [removed: 2021] [added: 2022] were [removed: $55.7] [added: $65.5] million, an increase of [removed: $3.4] [added: $9.7] million as compared to the year ended December 31, [removed: 2020.][added: 2021.]

General and administrative expenses for the year ended December 31, [removed: 2021] [added: 2022] were [removed: $52.9] [added: $58.8] million, an increase of [removed: $6.0] [added: $5.9] million as compared to the year ended December 31, [removed: 2020.][added: 2021.]

Interest expense for the year ended December 31, [removed: 2021] [added: 2022] was [removed: $156.9] [added: $154.7] million, a decrease of [removed: $10.7] [added: $2.1] million as compared to the year ended December 31, [removed: 2020.][added: 2021.]

The decrease was primarily due to a decrease [removed: of 27 basis points] in our [removed: effective interest rate] [added: average outstanding debt balance] during the year ended December 31, [removed: 2021] [added: 2022] as compared to the year ended December 31, [removed: 2020.][added: 2021.]

During the year ended December 31, [removed: 2020,] [added: 2022,] we disposed of [removed: one] [added: two] land [removed: parcel] [added: parcels] resulting in a gain on sale of non-depreciable real estate assets of [removed: $1.0] [added: $0.8] million.

Other non-operating [removed: income] [added: expense (income)] for the year ended December 31, [removed: 2021] [added: 2022] was [removed: $33.9] [added: $42.7] million of [removed: income,] [added: expense,] as compared to [removed: $4.9] [added: $33.9] million of income for the year ended December 31, [removed: 2020.][added: 2021.]

Funds from operations, or FFO, a non-GAAP financial measure, represents net income available for MAA common shareholders (computed in accordance with the [removed: United States] [added: U.S.] generally accepted accounting principles, or GAAP) excluding gains or losses on disposition of operating properties and asset impairment, plus depreciation and amortization of real estate assets, net income attributable to noncontrolling interests and adjustments for joint ventures.

Results for the year ended December 31, 2022 included $215.6 million of gain related to the sale of real estate assets and $29.9 million in net casualty gain primarily due to winter storm Uri, partially offset by $35.8 million of non-cash loss, net of tax, from investments and $21.1 million of non-cash loss related to the fair value adjustment of the embedded derivative in the MAA Series I preferred shares.

Though demand for apartments moderated during the second half of 2022, we were able to maintain strong rent growth.

growth, population growth, household formation and in-migration.

Current elevated supply levels could further affect rent growth for our portfolio, though we expect the demand side to continue to be more impactful over the long term.

Supply chain and inflationary pressures have driven higher operating expenses during the year ended December 31, 2022, particularly in personnel, repairs and maintenance and real estate taxes, and this trend may continue going forward.

| Same Store | | $ | 1,924,709 | | | $ | 1,695,234 | | | $ | 229,475 | | | | 13.5 | % |

| Non-Same Store and Other | | | 95,157 | | | | 82,848 | | | | 12,309 | | | | 14.9 | % |

| Total | | $ | 2,019,866 | | | $ | 1,778,082 | | | $ | 241,784 | | | | 13.6 | % |

| | | December 31, 2022 | | | | December 31, 2021 | | | | Increase | | | | % Change | | |

| Same Store | | $ | 682,014 | | | $ | 633,662 | | | $ | 48,352 | | | | 7.6 | % |

| Non-Same Store and Other | | | 41,680 | | | | 37,503 | | | | 4,177 | | | | 11.1 | % |

For the year ended December 31, 2022, we disposed of four apartment communities, resulting in a gain on sale of depreciable real estate assets of $214.8 million.

The expense for the year ended December 31, 2022 was driven by $45.4 million of non-cash loss from investments, $21.1 million of non-cash loss related to the fair value adjustment of the embedded derivative in the MAA Series I preferred shares, partially offset by $29.9 million in net casualty gain primarily due to winter storm Uri.

The income for the year ended December 31, 2021 was driven by $51.7 million of non-cash gain from investments, partially offset by $13.4 million in debt extinguishment costs and $4.6 million of non-cash loss related to the fair value adjustment of the embedded derivative.

| | | 2022 | | | | 2021 | | | |

| Loss (gain) on investments, net of tax (1)(2) | | | 35,822 | | | | (40,875 | ) | |

| Casualty related (recoveries) charges, net (3) | | | (29,930 | ) | | | 1,524 | | |

For the years ended December 31, 2022 and 2021, loss (gain) on investments are presented net of tax benefit of $9.5 million and net of tax expense of $10.8 million, respectively.

During the year ended December 31, 2021, MAA incurred $26.0 million in casualty losses related to winter storm Uri.

An insurance recovery was recognized in Other non-operating expense (income) in the amount of the recognized losses that MAA expects to recover.

For the year ended December 31, 2022, MAA recognized $29.0 million from the receipt of insurance proceeds that exceeded its casualty losses related to winter storm Uri.

| Contributions to affiliates | | | (13,849 | ) | | | (4,669 | ) | | | (9,180 | ) |

| Proceeds from real estate asset dispositions | | | 320,491 | | | | 293,071 | | | | 27,420 | |

| Proceeds from insurance recoveries | | | 27,312 | | | | 14,820 | | | | 12,492 | |

During the year ended December 31, 2022, we acquired two apartment communities and closed on the pre-purchase of a multifamily development community.

During the year ended December 31, 2021, we closed on the pre-purchase of two multifamily development communities.

The increase in cash outflows for contributions to affiliates was driven by investments in the technology-focused limited partnerships during the year ended December 31, 2022, while less limited partnership contributions were made during the year ended December 31, 2021.

During the year ended December 31, 2022, we sold four apartment communities as compared to seven apartment communities during the year ended December 31, 2021.

The increase in cash inflows from proceeds from insurance recoveries was driven by increased insurance reimbursements received for casualty claims related to winter storm Uri during the year ended December 31, 2022 as compared to the year ended December 31, 2021.

| | | 2022 | | | | 2021 | | | | in Net Cash | | |

| Acquisition of noncontrolling interests | | | (43,070 | ) | | | — | | | | (43,070 | ) |

during the year ended December 31, 2021.

The increase in cash outflows from the acquisition of noncontrolling interests resulted from the acquisition of the noncontrolling interest of a consolidated real estate entity for $43.1 million during the year ended December 31, 2022.

| Variable rate commercial paper | | | 20,000 | | | | 0.1 | | | | 4.7 | % |

| Total unsecured debt | | $ | 4,050,910 | | | | 6.3 | | | | 3.4 | % |

| Total debt | | $ | 4,414,903 | | | | 7.9 | | | | 3.4 | % |

| 2023 | | $ | 20,000 | | | $ | 349,509 | | | $ | — | | | $ | 369,509 | |

| 2025 | | | — | | | | 397,773 | | | | 3,978 | | | | 401,751 | |

| 2026 | | | — | | | | 297,202 | | | | — | | | | 297,202 | |

| 2027 | | | — | | | | 596,548 | | | | — | | | | 596,548 | |

Results for the year ended December 31, 2020 included $1.0 million of gains related to the sale of real estate assets and $4.8 million of gain, net of tax, related to our investments in unconsolidated limited partnerships.

This diversity tends to mitigate exposure to economic issues in any one geographic market or area.

While the United States economy continues to recover from the effects of the COVID-19 pandemic, demand for apartments during the year ended December 31, 2021 was very strong, as evidenced by the accelerating rent growth we achieved.

Elevated supply levels could further affect rent growth for our portfolio, particularly for apartment communities located in urban submarkets.

To date, properties in suburban submarkets have been somewhat less impacted by supply, primarily because new development has been less prevalent in those submarkets.

Supply chain and inflationary pressures would likely drive higher operating expenses, particularly in personnel and repairs and maintenance.

With the COVID-19 pandemic still impacting the country and contributing more uncertainty than normal, we believe that our portfolio strategy of maintaining a diversity of markets, submarkets, product types and rent price points will serve the company better in this environment than a more concentrated portfolio profile.

At a portfolio level, we have focused on using our pricing system to maintain strong occupancy.

As previously noted, average physical occupancy for our Same Store segment for the year ended December 31, 2021 was 96.1%, which we believe positions us well to manage through the typically slower winter leasing season and progress toward the typically stronger spring and summer leasing season.

During 2021, we were able to efficiently raise capital through the debt market, and we positioned ourselves to access the equity market in the event we have such a need.

| Same Store | | $ | 1,702,741 | | | $ | 1,613,369 | | | $ | 89,372 | | | | 5.5 | % |

| Non-Same Store and Other | | | 75,341 | | | | 64,615 | | | | 10,726 | | | | 16.6 | % |

| Total | | $ | 1,778,082 | | | $ | 1,677,984 | | | $ | 100,098 | | | | 6.0 | % |

These increases were partially offset by decreased revenues from the disposition of seven multifamily communities during the year ended December 31, 2021.

| Same Store | | $ | 638,433 | | | $ | 611,450 | | | $ | 26,983 | | | | 4.4 | % |

| Non-Same Store and Other | | | 32,732 | | | | 29,021 | | | | 3,711 | | | | 12.8 | % |

These increases were partially offset by decreased property operating expenses from the disposition of seven multifamily communities during the year ended December 31, 2021.

The decrease in our effective interest rate was primarily due to debt retirements during the year ended December 31, 2021, which were retired with proceeds from unsecured debt issuances with lower effective interest rates over the same period.

We did not dispose of any apartment communities during the year ended December 31, 2020.

The increase was primarily driven by $51.7 million of non-cash gain from unconsolidated limited partnerships compared to $5.6 million of non-cash gain from unconsolidated limited partnerships during the year ended December 31, 2020.

During the year ended December 31, 2021, we also recognized $4.6 million of non-cash expense related to the fair value adjustment of the embedded derivative in the MAA Series I preferred shares compared to the recognition of $2.6 million of non-cash income related to the adjustment of the embedded derivative during the year ended December 31, 2020.

During the year ended December 31, 2021, we recognized $13.4 million in debt extinguishment costs.

Expense recognized related to debt extinguishments during the year ended December 31, 2020 was negligible.

During the year ended December 31, 2021, we recognized $1.3 million of COVID-19 related expenses compared to $3.5 million of COVID-19 related expenses during the year ended December 31, 2020.

| | | 2021 | | | | 2020 | | | |

| Gain from unconsolidated limited partnerships, net of tax (1)(2) | | | (40,875 | ) | | | (4,757 | ) | |

| Net casualty loss and other settlement proceeds (3) | | | 1,524 | | | | 484 | | |

For the year ended December 31, 2021, $51.7 million of gain from unconsolidated limited partnerships is offset by $10.8 million of income tax expense.

For the year ended December 31, 2020, $5.6 million of gain from unconsolidated limited partnerships is offset by $0.8 million of income tax expense.

A receivable has been recognized in “Other non-operating income” for the amount of the recorded losses that we expect to be recovered.

The increases to Core FFO were offset by increases in property operating expenses, excluding depreciation and amortization, of $30.7 million, general and administrative expenses of $6.0 million and property management expenses of $3.4 million.

| Proceeds from disposition of real estate assets | | | 307,891 | | | | 4,175 | | | | 303,716 | |

| Net change in other financing activities | | | (6,142 | ) | | | (1,126 | ) | | | (5,016 | ) |

The increase in cash outflows from the net change in other financing activities was primarily driven by increased debt extinguishment costs paid during the year ended December 31, 2021 as compared to the year ended December 31, 2020, partially offset by increased cash inflows from contributions received from the noncontrolling interests related to our consolidated real estate entities.

| Total unsecured debt | | $ | 4,151,375 | | | | 7.1 | | | | 3.3 | % |

| Total debt | | $ | 4,516,690 | | | | 8.7 | | | | 3.4 | % |

| 2022 | | $ | — | | | $ | 124,827 | | | $ | — | | | $ | 124,827 | |

| 2023 | | | — | | | | 348,834 | | | | — | | | | 348,834 | |

| 2025 | | | — | | | | 396,999 | | | | 5,425 | | | | 402,424 | |

| 2026 | | | — | | | | 296,430 | | | | — | | | | 296,430 | |

As of December 31, [removed: 2021, 14.2%] [added: 2022, 19.2%] of our total market capitalization consisted of debt borrowings.

As of December 31, [removed: 2021, 100.0%] [added: 2022, 99.5%] of our outstanding debt was subject to fixed rates.

As of December 31, [removed: 2021,] [added: 2022,] we maintained full or partial ownership of apartment communities, including communities currently in development, across 16 states and the District of Columbia, summarized as follows:

| Consolidated | | | 296 | | (2) | | [removed: 99,733] [added: 99,407] | | (3) |

| Total | | | 297 | | | | [removed: 100,002] [added: 99,676] | | |

As of December 31, [removed: 2021, 33] [added: 2022, 34] of the Company’s apartment communities included retail components.

Number of communities includes six communities under development as of December 31, [removed: 2021.][added: 2022.]

Number of units excludes development units not yet delivered as of December 31, [removed: 2021.][added: 2022.]

MAA is the sole general partner of the Operating Partnership, holding [removed: 115,336,876] [added: 115,480,336] OP Units, comprising a 97.3% partnership interest in the Operating Partnership as of December 31, [removed: 2021.][added: 2022.]

[removed: During 2021, our resident portal also provided a safer way to transact business during the COVID-19 pandemic, and we have continued] [added: We continue] to invest in technology to enable potential residents to examine their future homes both online (virtual touring) or by self-guided tour (self-touring) in addition to the more traditional guided tour.

We have extensive experience in the acquisition and development [added: of apartment communities.]

We acquired the following properties during the year ended December 31, [removed: 2021:][added: 2022:]

| Multifamily [removed: Development] Acquisitions | | Market | | Units [removed: (1)] | | Date Acquired |

| Novel Daybreak [removed: (2)] [added: (1)] | | Salt Lake City, UT | | [added: |] 400 | | [removed: April 2021] | [added: — | | | | | 74,195 | | | | 94,000 | | | | 235 | | | 4th Quarter 2023 |]

[removed: We own 80%] [added: MAA owns 95%] of the joint venture that owns this property.

| Land [removed: Acquisition] [added: Acquisitions] | | Market | | Acres | | Date Acquired |

Development activities may be conducted through [added: wholly-owned] entities [removed: we wholly-own] or through joint ventures with our pre-purchase transaction partners.

During the year ended December 31, [removed: 2021,] [added: 2022,] we incurred [removed: $231.6] [added: $172.1] million in development costs and completed [removed: four] [added: three] development projects.

The following multifamily projects were under development as of December 31, [removed: 2021] [added: 2022] (dollars in thousands):

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

| Novel West Midtown (1) | | Atlanta, GA | | | 340 | | | — | | | [removed: 30,262] | [added: $] | [added: 72,536] | | [added: | $ |] 89,500 | | | [added: $] | 263 | | | 3rd Quarter 2023 |

During the year ended December 31, [removed: 2021,] [added: 2022,] we disposed of [removed: seven] [added: four] multifamily communities totaling [removed: 1,905] [added: 1,414] units, and [removed: five] [added: two] land parcels totaling approximately [removed: 142] [added: five] acres.

During the year ended December 31, [removed: 2021,] [added: 2022,] we renovated the kitchen and bathroom of [removed: 6,360] [added: 6,574] apartment units at an average cost of [removed: $5,893] [added: $6,109] per apartment unit, achieving average rental rate increases of [removed: 12.2%] [added: 10.0%] above the normal market rate for similar but non-renovated apartment units.

We have installed [removed: Smart Home] [added: smart home] technology (unit entry locks, mobile control of lights and thermostat and leak monitoring) at [removed: select] [added: many of our] apartment communities in order to provide additional resident value and increase rent growth.

During the year ended December 31, [removed: 2021,] [added: 2022,] we installed smart devices in [removed: 23,579] [added: 24,029] apartment units at an average cost of [removed: $1,395] [added: $1,535] per apartment unit and a projected average monthly rent increase of approximately $25 per unit upon lease renewal or unit turnover.

As of December 31, [removed: 2021,] [added: 2022,] we have completed installation of [removed: the Smart Home] [added: smart home] technology at nearly [removed: one-half] [added: 75%] of our existing properties and are employing [removed: Smart Home] [added: smart home] technology in all of our new developments.

Separately, we continued our property repositioning program to upgrade and reposition the amenity and common areas at [removed: select] [added: many of our] apartment communities.

The program includes targeted plans to move all apartment units at [removed: the properties] [added: such apartment communities] to higher rents.

For the year ended December 31, [removed: 2021,] [added: 2022,] we spent [removed: $9.2] [added: $19.3] million on this program.

Operating apartment communities in a variety of markets across the Southeast, Southwest, and Mid-Atlantic regions of the [removed: United States][added: U.S.]

As of December 31, [removed: 2021,] [added: 2022,] we employed [removed: 2,429] [added: 2,387] associates.

As of December 31, [removed: 2021,] [added: 2022,] ethnic/cultural minorities represented approximately [removed: 49%] [added: 50%] of our workforce, [removed: 37%] [added: 40%] of our collective corporate, regional and property leadership positions and [removed: 52%] [added: 51%] of our associates promoted during the year ended December 31, [removed: 2021.][added: 2022.]

Also, as of December 31, [removed: 2021,] [added: 2022,] females represented approximately 46% of our workforce, [removed: 55%] [added: 56%] of our collective corporate, regional and property leadership positions and [removed: 57%] [added: 53%] of our associates promoted during the year ended December 31, [removed: 2021, representing a 1% increase from the year ended December 31, 2020.][added: 2022.]

We [removed: periodically] [added: regularly] conduct [removed: a comprehensive survey] [added: surveys with all associates] to measure associate engagement and [removed: pulse checks to] capture topical feedback to guide current programs, projects and progress.

[removed: We also] [added: Lastly, we] conduct an annual review process to provide an opportunity for each associate to build mutual understanding with leadership, gain self-discovery and learn about possible avenues for growth.

We [removed: also continued] [added: continue] to offer several measures to support our associates’ overall [removed: well-being,] [added: well-being in response to the pandemic,] including supplemental leave and sick time policies, additional [removed: COVID-19] paid time off and coverage for [removed: COVID-19] testing and vaccination under our health plan.

As of December 31, [removed: 2021, 14.2%] [added: 2022, 19.2%] of our total market capitalization consisted of debt borrowings, including [removed: 13.1%] [added: 17.6%] under unsecured borrowings and [removed: 1.1%] [added: 1.5%] under secured borrowings.

As of December 31, [removed: 2021,] [added: 2022,] our total debt was approximately [removed: 29.8%] [added: 28.4%] of our adjusted total assets.

[added: In addition, other real estate] investors compete with us to acquire existing properties and to develop new properties.

geographic diversification with a presence in [removed: 36] [added: 39] defined markets across the Southeast, Southwest and Mid-Atlantic regions of the [removed: United States;] [added: U.S.;] and

[removed: Otherwise, we do not expect that compliance] [added: Compliance] with the various laws and regulations we are subject to [removed: will] [added: did not] have a material effect on our capital expenditures, results of operations and competitive position for the year [removed: ending] [added: ended] December 31, 2022 as compared to prior periods.

For additional information, see “Risk Factors – [removed: The COVID-19 pandemic has materially impacted and may continue to materially impact our business, and our financial condition, results of operations and cash flows could be materially adversely affected by factors relating to the pandemic,” “Risk Factors –] Environmental problems are possible and can be costly” and “Risk Factors – Compliance or failure to comply with laws and regulations could have an adverse effect on our operations and the values of our properties” in this Annual Report on Form 10-K.

| MAA Hampton Preserve II | | Tampa, FL | | 196 | | July 2022 |

| MAA LoSo | | Charlotte, NC | | 344 | | September 2022 |

| MAA Florida Street Station | | Denver, CO | | 4 | | March 2022 |

| MAA Packing District | | Orlando, FL | | 4 | | May 2022 |

| MAA Panorama | | Denver, CO | | 6 | | July 2022 |

| MAA Nixie | | Raleigh, NC | | 6 | | November 2022 |

| Alta 10th (1) | | Charlotte, NC | | 3 | | December 2022 |

Represents a pre-purchase multifamily development.

Approximately $10 million has been funded as of December 31, 2022, primarily related to land, with development expected to begin in the second half of 2023.

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

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

| Novel Val Vista (1) | | Phoenix, AZ | | | 317 | | | — | | | | | 57,646 | | | | 77,200 | | | | 244 | | | 1st Quarter 2024 |

| MAA Milepost 35 | | Denver, CO | | | 352 | | | — | | | | | 41,324 | | | | 125,000 | | | | 355 | | | 4th Quarter 2024 |

| MAA Nixie | | Raleigh, NC | | | 406 | | | — | | | | | 13,445 | | | | 145,500 | | | | 358 | | | 3rd Quarter 2025 |

| MAA Breakwater | | Tampa, FL | | | 495 | | | — | | | | | 32,553 | | | | 197,500 | | | | 399 | | | 4th Quarter 2025 |

| Total | | | | | 2,310 | | | | — | | | $ | 291,699 | | | $ | 728,700 | | | | | | | |

At MAA, we place an emphasis on communication to ensure associates feel informed and connected as an organization.

We utilize a variety of communications channels to provide associates with timely information that is relevant to their role in the company, to company-wide initiatives and their professional interests.

We also believe the best way to gain in-depth insight into how associates feel about working at MAA is to provide regular, frequent, and trusted opportunities to safely share feedback.

From there, we are able to develop and continuously improve our work environment to enhance job satisfaction.

We are also driven to prove that we are listening, and that real action and improvements are executed as a result.

For example, the Americans with Disabilities Act of 1990, the Fair Housing Act of 1988 and other federal, state and local laws generally require that public accommodations be made accessible to disabled persons.

Noncompliance could result in the imposition of fines by the government or the award of damages to private litigants.

These laws may require us to modify our existing apartment communities.

These laws may also restrict renovations by requiring improved access to such buildings by disabled persons or may require us to add other structural features that increase our construction costs.

(2)

of apartment communities.

| Novel West Midtown (2) | | Atlanta, GA | | 340 | | April 2021 |

Represents number of units upon completion of the development.

This pre-purchase multifamily community development is being developed through a joint venture with a local developer.

| MAA Westshore | | Tampa, FL | | 19 | | June 2021 |

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

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

| MAA Westglenn | | Denver, CO | | | 306 | | | 194 | | $ | 80,727 | | | $ | 84,500 | | | $ | 276 | | | 1st Quarter 2022 |

| MAA Park Point | | Houston, TX | | | 308 | | | 222 | | | 52,466 | | | | 57,000 | | | | 185 | | | 1st Quarter 2022 |

| MAA Windmill Hill | | Austin, TX | | | 350 | | | — | | | 39,761 | | | | 63,000 | | | | 180 | | | 4th Quarter 2022 |

| Novel Val Vista (1) | | Phoenix, AZ | | | 317 | | | — | | | 36,536 | | | | 72,500 | | | | 229 | | | 2nd Quarter 2023 |

| Novel Daybreak (1) | | Salt Lake City, UT | | | 400 | | | — | | | 33,917 | | | | 94,000 | | | | 235 | | | 3rd Quarter 2023 |

| Total | | | | | 2,021 | | | 416 | | $ | 273,669 | | | $ | 460,500 | | | | | | | |

It is our goal to communicate authentically with our associates in a way that is clear, credible and compassionate.

We understand effective communication must flow both ways, and we strive to continuously improve our efforts to appropriately engage our associates so that as a team we can successfully complete our mission.

Our internal communications function aims to provide associates the information they need in a timely, focused, relevant and consistent manner using the most appropriate channels available.

It is also important that we maintain an active dialogue with our associates, and they have multiple channels to be seen and heard.

Associates may also use our company intranet as a means of submitting feedback.

Health and Safety

Since the beginning of the COVID-19 pandemic, we have been committed to protecting our associates, residents and guests while balancing the needs of the business.

In 2021, we continued to follow our COVID-19 Workplace Health and Safety Guidelines and made amendments as needed to respond to U.S. Centers for Disease Control and Prevention guidelines and directives from state and local governmental authorities.

Following U.S. Federal Food and Drug Administration approvals of COVID-19 vaccines, and later, the booster shots, we encouraged, but did not require, our associates to take advantage of available vaccines and offered financial incentives for associates who got vaccinated and boosted against COVID-19.

The combination of all of these measures have allowed us to maintain our onsite workforce during 2021, which we believe has alleviated disruption to our operations and the challenge of reintegrating a long-term remote workforce back to traditional pre-pandemic working conditions.

In addition, other real estate

In response to the COVID-19 pandemic, federal governmental authorities, as well as state and local governmental authorities in jurisdictions where our properties are located, implemented laws and regulations which impacted our ability to operate our business in the ordinary course, including our ability to charge certain fees, increase rents and evict residents who violate their lease.

These governmental requirements, along with the COVID-19 pandemic, had an impact on our operations in the year ended December 31, 2021, and any reinstatement of similar requirements in response to the pandemic could effect our results of operations for the year ending December 31, 2022.

| | | For the fiscal year ended December 31, [removed: 2021] [added: 2022] |

The aggregate market value of the [removed: 81,749,318] [added: 79,918,312] shares of common stock of Mid-America Apartment Communities, Inc. held by non-affiliates was approximately [removed: $13.8] [added: $14.0] billion based on the closing price of [removed: $168.42] [added: $174.67] as reported on the New York Stock Exchange on June 30, [removed: 2021.][added: 2022.]

As of February [removed: 14, 2022,] [added: 9, 2023,] there were [removed: 115,341,027] [added: 116,598,821] 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: 17, 2022] [added: 16, 2023] are incorporated by reference into Part III of this report.

We expect to file our proxy statement within 120 days after December 31, [removed: 2021.][added: 2022.]

| 7A. | [Quantitative and Qualitative Disclosures About Market Risk.](#item_7a__quantitative_and_qualitative_di) | [removed: 37] [added: 36] |

| 8. | [Financial Statements and Supplementary Data.](#item_8__financial_statements_and_supplem) | [removed: 37] [added: 36] |

| 9. | [Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.](#item_9__changes_in_and_disagreements_wit) | [removed: 37] [added: 36] |

| 9A. | [Controls and Procedures.](#item_9a__controls_and_procedures) | [removed: 38] [added: 37] |

| 9B. | [Other Information.](#item_9b__other_information) | [removed: 39] [added: 38] |

| 9C. | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.](#item_9c_foreign_jurisdiction_disclosures) | [removed: 39] [added: 38] |

| 10. | [Directors, Executive Officers and Corporate Governance.](#item_10_directors_executive_ficers_corpo) | [removed: 39] [added: 38] |

| 11. | [Executive Compensation.](#item_11_executive_compensation) | [removed: 39] [added: 38] |

| 12. | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.](#item_12_security_ownership_certain_benef) | [removed: 39] [added: 38] |

| 13. | [Certain Relationships and Related Transactions, and Director Independence.](#item_13_certain_relationships_related_tr) | [removed: 39] [added: 38] |

| 14. | [Principal Accountant Fees and Services.](#item_14_principal_accounting_fees_servic) | [removed: 39] [added: 38] |

| 15. | [Exhibits and Financial Statement Schedules.](#item_15_exhibits_financial_statement_sch) | [removed: 40] [added: 39] |

| 16. | [Form 10-K Summary](#item_16_form_10k_summary). | [removed: 44] [added: 43] |

This report combines the Annual Reports on Form 10-K for the year ended December 31, [removed: 2021] [added: 2022] 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.

As of December 31, [removed: 2021,] [added: 2022,] MAA owned [removed: 115,336,876] [added: 115,480,336] OP Units (97.3% of the total number of OP Units).

Such forward-looking statements include, without limitation, statements regarding [removed: the potential impact of the ongoing COVID-19 pandemic on our business, statements regarding] expected operating performance and results, property stabilizations, property acquisition and disposition activity, joint venture activity, development and renovation activity and other capital expenditures, and capital raising and financing activity, as well as lease pricing, revenue and expense growth, occupancy, interest rate and other economic expectations.

Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “forecasts,” “projects,” “assumes,” “will,” “may,” “could,” “should,” “budget,” “target,” “outlook,” [added: “opportunity,”] “guidance” and variations of such words and similar expressions are intended to identify such forward-looking statements.

[removed: the COVID-19 pandemic] [added: disease outbreaks] and [added: other public health events, and] measures [removed: taken or] that [removed: may be] [added: are] taken by federal, [removed: state] [added: state,] and local governmental authorities [added: in response] to [removed: combat the spread of the disease;][added: such outbreaks and events;]

extreme [removed: weather, natural disasters, disease outbreaks] [added: weather] and [removed: other public health events;][added: natural disasters;]

impact of reputational harm caused by negative press or social media postings of [removed: MAA’s] [added: our] actions or policies, whether or not warranted;

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

| Mid-America Apartment Communities, Inc. ☐ | | | |

| Mid-America Apartments, L.P. ☐ | | | |

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| | | | |

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

| Mid-America Apartment Communities, Inc. ☐ | | | |

| Mid-America Apartments, L.P. ☐ | | | |

| | | | |

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

The management of the Company is comprised of individuals who are officers of MAA and employees of the Operating Partnership.

the effect of the phase-out of the London Interbank Offered Rate, or LIBOR, as a variable rate debt benchmark and the transition to a different benchmark interest rate;

Approximately [removed: 69%] [added: 70%] of our apartment units are located in the Florida, Georgia, North Carolina, and Texas markets.

The following schedule summarizes our apartment community portfolio and occupancy levels by location, as of December 31, [removed: 2021:][added: 2022:]

| | | Number of Communities [added: (1)] | | | | Number of Units [removed: (1)] [added: (2)] | | | | Average Physical Occupancy [removed: (2)] [added: (3)] | | |

| Atlanta, GA | | | 29 | | | | 11,434 | | | | [removed: 95.5] [added: 95.4] | % |

| Dallas, TX | | | 27 | | | | 9,767 | | | | [removed: 95.7] [added: 95.6] | % |

| Charlotte, NC | | | 20 | | | | 5,867 | | | | [removed: 96.2] [added: 95.8] | % |

| [removed: Raleigh / Durham,] [added: Raleigh/Durham,] NC | | | 15 | | | | 5,350 | | | | [removed: 95.9] [added: 95.6] | % |

| Orlando, FL | | | 13 | | | | 5,274 | | | | [removed: 96.0] [added: 96.2] | % |

| Tampa, FL | | | [removed: 14] [added: 15] | | | | 5,220 | | | | [removed: 97.1] [added: 96.0] | % |

| Houston, TX | | | 15 | | | | 4,867 | | | | [removed: 95.3] [added: 95.6] | % |

| Nashville, TN | | | 12 | | | | 4,375 | | | | [removed: 95.6] [added: 95.8] | % |

| Jacksonville, FL | | | [removed: 10] [added: 9] | | | | 3,496 | | | | [removed: 97.5] [added: 96.5] | % |

| Charleston, SC | | | 11 | | | | 3,168 | | | | [removed: 96.3] [added: 95.9] | % |

| Phoenix, AZ | | | 8 | | | | 2,623 | | | | [removed: 96.9] [added: 95.9] | % |

| Richmond, VA | | | 7 | | | | 2,004 | | | | [removed: 96.6] [added: 96.1] | % |

| Savannah, GA | | | 7 | | | | 1,837 | | | | [removed: 97.3] [added: 96.7] | % |

| Memphis, TN | | | 4 | | | | 1,811 | | | | [removed: 97.0] [added: 95.0] | % |

| San Antonio, TX | | | 4 | | | | 1,504 | | | | [removed: 96.1] [added: 95.6] | % |

| Birmingham, AL | | | 5 | | | | 1,462 | | | | [removed: 96.3] [added: 95.8] | % |

| Huntsville, AL | | | 3 | | | | 1,228 | | | | [removed: 96.8] [added: 95.6] | % |

| Kansas City, [removed: MO / KS] [added: MO-KS] | | | 3 | | | | 1,110 | | | | [removed: 95.3] [added: 95.7] | % |

| Chattanooga, TN | | | 4 | | | | 943 | | | | [removed: 96.9] [added: 96.5] | % |

| Lexington, KY | | | 4 | | | | 924 | | | | [removed: 96.4] [added: 96.3] | % |

| Norfolk / Hampton / Virginia Beach, VA | | | 3 | | | | 788 | | | | [removed: 98.0] [added: 96.9] | % |

| Las Vegas, NV | | | 2 | | | | 721 | | | | [removed: 96.1] [added: 95.1] | % |

| Tallahassee, FL | | | 2 | | | | 604 | | | | [removed: 96.9] [added: 96.2] | % |

| Columbia, SC | | | 2 | | | | 576 | | | | [removed: 95.3] [added: 94.3] | % |

| South Florida, FL | | | 1 | | | | 480 | | | | [removed: 96.3] [added: 95.4] | % |

| Gainesville, FL | | | 2 | | | | 468 | | | | [removed: 94.9] [added: 95.6] | % |

| Louisville, KY | | | 1 | | | | 384 | | | | [removed: 97.4] [added: 96.6] | % |

| Gulf Shores, AL | | | 1 | | | | 324 | | | | [removed: 97.2] [added: 96.1] | % |

| Panama City, FL | | | 1 | | | | 254 | | | | [removed: 97.2] [added: 96.1] | % |

| Orlando, FL | | | 2 | | | | 633 | | | | [removed: 33.6] [added: 80.7] | % |

| Dallas, TX | | | — | | [removed: (3)] [added: (4)] | | 348 | | | | [removed: 83.4] [added: 95.6] | % |

| Phoenix, AZ | | | 2 | | | | 345 | | | | [removed: 47.9] [added: 93.7] | % |

| Fort Worth, TX | | | — | | [removed: (3)] [added: (4)] | | 168 | | | | [removed: 92.4] [added: 96.4] | % |

| Gulf Shores, AL | | | 1 | | | | 96 | | | | [removed: 98.5] [added: 97.7] | % |

| Salt Lake City, UT | | | 1 | | | [removed: |] — | | | | [added: |] — | |

Average physical occupancy is calculated by dividing the average daily number of units occupied in [removed: 2021] [added: 2022] by the total number of units at each apartment community.

[removed: Thirty-three] [added: Thirty-four] of our apartment communities reflected in the above [removed: table] [added: schedule] also include retail components.

| Austin, TX | | | 20 | | | | 6,829 | | | | 95.2 | % |

| Fort Worth, TX | | | 9 | | | | 3,519 | | | | 95.5 | % |

| Greenville, SC | | | 10 | | | | 2,355 | | | | 96.3 | % |

| Northern Virginia | | | 4 | | | | 1,888 | | | | 95.7 | % |

| Fredericksburg, VA | | | 4 | | | | 1,435 | | | | 96.3 | % |

| Denver, CO | | | 2 | | | | 812 | | | | 95.7 | % |

| Maryland | | | 1 | | | | 361 | | | | 95.7 | % |

| Same Store | | | 281 | | | | 96,313 | | | | 95.7 | % |

| Austin, TX | | | 1 | | | | 350 | | | | 54.8 | % |

| Charlotte, NC | | | 1 | | | | 344 | | | | 88.8 | % |

| Houston, TX | | | 1 | | | | 308 | | | | 70.8 | % |

| Denver, CO | | | 2 | | | | 306 | | | | 80.9 | % |

| Tampa, FL | | | 2 | | | | 196 | | | | 83.5 | % |

| Raleigh/Durham, NC | | | 1 | | | | — | | | | — | |

| Total (5) | | | 296 | | | | 99,407 | | | | 95.3 | % |

Number of communities includes six communities under development as of December 31, 2022.

(5)

| Austin, TX | | | 22 | | | | 7,117 | | | | 95.6 | % |

| Fort Worth, TX | | | 11 | | | | 4,249 | | | | 96.2 | % |

| Washington, DC | | | 10 | | | | 4,080 | | | | 96.0 | % |

| Greenville, SC | | | 9 | | | | 2,084 | | | | 96.4 | % |

| Denver, CO | | | 1 | | | | 359 | | | | 95.0 | % |

| Same Store | | | 284 | | | | 97,003 | | | | 96.1 | % |

| Denver, CO | | | 2 | | | | 647 | | | | 69.5 | % |

| Greenville, SC | | | 1 | | | | 271 | | | | 95.5 | % |

| Houston, TX | | | 1 | | | | 222 | | | | 20.9 | % |

| Austin, TX | | | 1 | | | | — | | | | — | |

| Total (4) | | | 296 | | | | 99,733 | | | | 95.2 | % |

As of February [removed: 14, 2022,] [added: 9, 2023,] there were approximately [removed: 2,300] [added: 2,200] holders of record of the common stock.

During the [removed: years] [added: year] ended December 31, [removed: 2021, 2020 and 2019,] [added: 2022] we had issuances with no discounts through our DRSPP of [removed: 6,301 shares, 8,259 shares and 16,219 shares, respectively.][added: 6,547 shares.]

As of December 31, [removed: 2021,] [added: 2022,] there were [removed: 118,542,994] [added: 118,645,269] OP Units outstanding in the Operating Partnership, of which [removed: 115,336,876] [added: 115,480,336] OP Units, or 97.3%, were owned by MAA and [removed: 3,206,118] [added: 3,164,933] OP Units, or 2.7%, were owned by limited partners.

During the year ended December 31, [removed: 2021,] [added: 2022,] MAA issued a total of [removed: 851,536] [added: 41,184] shares of common stock upon redemption of OP Units.

During the [removed: years] [added: year] ended December 31, [removed: 2021 and 2020,] [added: 2022,] MAA did not sell any shares of common stock under its ATM program.

As of December 31, [removed: 2021,] [added: 2022,] there were 4.0 million shares remaining under the current ATM program.

As of December 31, [removed: 2021,] [added: 2022,] no shares have been repurchased under the authorization.

The following table reflects repurchases of shares of MAA’s common stock during the three months ended December 31, [removed: 2021:][added: 2022:]

| October 1, [removed: 2021] [added: 2022] - October 31, [removed: 2021] [added: 2022] | | | — | | | $ | — | | | | — | | | | 4,000,000 | |

| November 1, [removed: 2021] [added: 2022] - November 30, [removed: 2021] [added: 2022] | | | — | | | $ | — | | | | — | | | | 4,000,000 | |

| December 1, [removed: 2021] [added: 2022] - December 31, [removed: 2021] [added: 2022] | | | — | | | $ | — | | | | — | | | | 4,000,000 | |

The following graph compares the cumulative total returns of the shareholders of MAA since December 31, [removed: 2016] [added: 2017] with the S&P 500 Index and the Dow Jones U.S. Real Estate Apartments Index.

[removed: ][added: ]

| | | [removed: 2016 | | | |] 2017 | | | | 2018 | | | | 2019 | | | | 2020 | | | | 2021 | | | | [added: 2022 | | | |]

| Mid-America Apartment Communities, Inc. | | $ | 100.00 | | | $ | 98.94 | | | $ | 141.00 | | | $ | 140.10 | | | $ | 260.40 | | | $ | 182.93 | | |

| S&P 500 Index | | | 100.00 | | | | 95.62 | | | | 125.72 | | | | 148.85 | | | | 191.58 | | | | 156.88 | | |

| DJ US REIT Apartment Index | | | 100.00 | | | | 102.19 | | | | 130.92 | | | | 115.30 | | | | 186.51 | | | | 126.67 | | |

| Mid-America Apartment Communities, Inc. | | $ | 100.00 | | | $ | 106.28 | | | $ | 105.15 | | | $ | 149.85 | | | $ | 148.89 | | | $ | 276.74 | | |

| S&P 500 Index | | | 100.00 | | | | 121.83 | | | | 116.49 | | | | 153.17 | | | | 181.35 | | | | 233.41 | | |

| DJ US REIT Apartment Index | | | 100.00 | | | | 104.51 | | | | 106.80 | | | | 136.82 | | | | 120.51 | | | | 194.93 | | |

The consolidated financial statements and related financial information required to be filed are set forth on pages F-1 to [removed: F-42] [added: F-38] 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: 2021.][added: 2022.]

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: 2021] [added: 2022] 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 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: 2021] [added: 2022] 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: 2021.][added: 2022.]

There was no change to MAA’s internal control over financial reporting, within the meaning of Exchange Act Rules 13a-15 and 15d-15, that occurred during the quarter ended December 31, [removed: 2021] [added: 2022] 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: 2021.][added: 2022.]

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: 2021] [added: 2022] 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: 2021] [added: 2022] 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, management of the Operating Partnership has concluded that the Operating Partnership’s internal control over financial reporting was effective as of December 31, [removed: 2021.][added: 2022.]

[added: An] attestation report of the independent registered public accounting firm of the Operating Partnership will not be required as long as the Operating Partnership is a non-accelerated filer.

There was no change to the Operating Partnership’s internal control over financial reporting, within the meaning of Exchange Act Rules 13a-15 and 15d-15, that occurred during the quarter ended December 31, [removed: 2021] [added: 2022] that has materially affected, or is reasonably likely to materially affect, the Operating Partnership’s internal control over financial reporting.

An

The information contained in MAA’s [removed: 2022] [added: 2023] Proxy Statement in the sections entitled “Current Board Composition”, “Director Nominees for Election” and “Executive Officers of the Registrant” is incorporated herein by reference in response to this Item 10.

The information contained in MAA’s [removed: 2022] [added: 2023] Proxy Statement in the sections entitled “Executive Compensation Tables”, “Director Compensation Table”, “Compensation Committee Interlocks and Insider 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: 2022] [added: 2023] Proxy Statement in the sections entitled “Security Ownership of Management”, “Security Ownership of Certain Beneficial 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: 2022] [added: 2023] Proxy Statement in the sections entitled “Certain Relationships and Related Transactions” and “Indebtedness of Management” is incorporated herein by reference in response to this Item 13.

The information contained in MAA’s [removed: 2022] [added: 2023] Proxy Statement in the section entitled “Audit and Non-Audit Fees” is incorporated herein by reference in response to this Item 14.

| | [Consolidated Balance Sheets as of December 31, [removed: 2021] [added: 2022] and [removed: 2020](#consolidated_balance_sheets)] [added: 2021](#consolidated_balance_sheets)] | [removed: F-7] [added: F-4] |

| | [Consolidated Statements of Operations for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#consolidated_statements_operations)] [added: 2020](#consolidated_statements_operations)] | [removed: F-8] [added: F-5] |

| | [Consolidated Statements of Comprehensive Income for [removed: the years] [added: the](#consolidated_statements_comprehensive_in) [years] ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#consolidated_statements_comprehensive_in)] [added: 2020](#consolidated_statements_operations)] | [removed: F-9] [added: F-6] |

| | [Consolidated Statements of Equity for [removed: the years] [added: the](#consolidated_statements_equity) [years] ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#consolidated_statements_equity)] [added: 2020](#consolidated_statements_operations)] | [removed: F-10] [added: F-7] |

| | [Consolidated Statements of Cash Flows for [removed: the] [added: the](#consolidated_statements_cash_flows)] years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#consolidated_statements_cash_flows)] [added: 2020] | [removed: F-11] [added: F-8] |

| | [Consolidated Balance Sheets as [removed: of] [added: of](#consolidated_balance_sheets2)] December 31, [removed: 2021] [added: 2022] and [removed: 2020](#consolidated_balance_sheets2)] [added: 2021] | [removed: F-12] [added: F-9] |

| | [Consolidated Statements of Operations for [removed: the] [added: the](#consolidated_statements_operations2)] years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#consolidated_statements_operations2)] [added: 2020] | [removed: F-13] [added: F-10] |

| | [Consolidated Statements of Comprehensive Income for [removed: the] [added: the](#comprehensive_in2)] years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#comprehensive_in2)] [added: 2020] | [removed: F-14] [added: F-11] |

| | [Consolidated Statements of Changes in Capital for [removed: the] [added: the](#consolidated_statements_changes_in_capit)] years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#consolidated_statements_changes_in_capit)] [added: 2020] | [removed: F-15] [added: F-12] |

| | [Consolidated Statements of Cash Flows for [removed: the] [added: the](#consolidated_statements_cash_flows2)] years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#consolidated_statements_cash_flows2)] [added: 2020] | [removed: F-16] [added: F-13] |

| | [Notes to Consolidated Financial Statements for [removed: the] [added: the](#notes_to_consolidated_financial_statemen)] years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#notes_to_consolidated_financial_statemen)] [added: 2020] | [removed: F-17] [added: F-14] |

| | [Schedule III – Real Estate and Accumulated Depreciation as [removed: of] [added: of](#schedule_iii_real_estate_accumulated_dep)] December 31, [removed: 2021](#schedule_iii_real_estate_accumulated_dep)] [added: 2022] | [removed: F-37] [added: F-33] |

| 21.1 | | [List of [removed: Subsidiaries.](https://www.sec.gov/Archives/edgar/data/912595/000095017022001423/maa-ex21_1.htm)] [added: Subsidiaries.](https://www.sec.gov/Archives/edgar/data/912595/000095017023002778/maa-ex21_1.htm)] |

| 23.1 | | [Consent of Independent Registered Public Accounting Firm, Ernst & Young LLP for [removed: MAA.](https://www.sec.gov/Archives/edgar/data/912595/000095017022001423/maa-ex23_1.htm)] [added: MAA.](https://www.sec.gov/Archives/edgar/data/912595/000095017023002778/maa-ex23_1.htm)] |

| 23.2 | | [Consent of Independent Registered Public Accounting Firm, Ernst & Young LLP for [removed: MAALP.](https://www.sec.gov/Archives/edgar/data/912595/000095017022001423/maa-ex23_2.htm)] [added: MAALP.](https://www.sec.gov/Archives/edgar/data/912595/000095017023002778/maa-ex23_2.htm)] |

| 31.1 | | [MAA Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/912595/000095017022001423/maa-ex31_1.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/912595/000095017023002778/maa-ex31_1.htm)] |

| 31.2 | | [MAA Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/912595/000095017022001423/maa-ex31_2.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/912595/000095017023002778/maa-ex31_2.htm)] |

| 31.3 | | [MAALP Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/912595/000095017022001423/maa-ex31_3.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/912595/000095017023002778/maa-ex31_3.htm)] |

| 31.4 | | [MAALP Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/912595/000095017022001423/maa-ex31_4.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/912595/000095017023002778/maa-ex31_4.htm)] |

| 32.1* | | [MAA Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/912595/000095017022001423/maa-ex32_1.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/912595/000095017023002778/maa-ex32_1.htm)] |

| 32.2* | | [MAA Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/912595/000095017022001423/maa-ex32_2.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/912595/000095017023002778/maa-ex32_2.htm)] |

| 32.3* | | [MAALP Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/912595/000095017022001423/maa-ex32_3.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/912595/000095017023002778/maa-ex32_3.htm)] |

| 32.4* | | [MAALP Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/912595/000095017022001423/maa-ex32_4.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/912595/000095017023002778/maa-ex32_4.htm)] |

| 101 | | The following financial information from Mid-America Apartment Communities, Inc.’s and Mid-America Apartments, L.P.’s Annual Report on Form 10-K for the period ended December 31, [removed: 2021,] [added: 2022,] filed with the SEC on February [removed: 17, 2022,] [added: 14, 2023,] formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Consolidated Balance Sheets as of December 31, [removed: 2021] [added: 2022] and December 31, [removed: 2020;] [added: 2021;] (ii) the Consolidated Statements of Operations for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019;] [added: 2020;] (iii) the Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019;] [added: 2020;] (iv) the Consolidated Statements of Equity/Changes in Capital for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019;] [added: 2020;] (v) the Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019;] [added: 2020;] (vi) Notes to Consolidated Financial Statements; and (vii) Schedule III - Real Estate and Accumulated Depreciation as of December 31, [removed: 2021.] [added: 2022.] |

| 10.17 | | [Fourth Amended and Restated Credit Agreement, dated as of July 25, 2022, by and among Wells Fargo Bank, National Association, as Administrative Agent, Wells Fargo Securities, LLC, KeyBanc Capital Markets Inc., and JPMorgan Chase Bank, N.A., as Joint Lead Arrangers and Joint Bookrunners, KeyBank National Association and JPMorgan Chase Bank, N.A., as Co-Syndication Agents, Truist Bank, U.S. Bank National Association, PNC Bank, National Association, Citibank, N.A., TD Bank, N.A., and Mizuho Bank, LTD., as Co-Documentation Agents, and the lenders party thereto (Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on July 28, 2022 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/912595/000095017022013379/maa-ex10_1.htm) |

| 10.18† | | [Retirement and Transition Services Agreement by and between the Registrants and Thomas L. Grimes, Jr.](https://www.sec.gov/Archives/edgar/data/912595/000095017022020325/maa-ex10_2.htm) |

| | | |

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

| | | |

| | | |

| Date: | February [removed: 17, 2022] [added: 14, 2023] | /s/ H. Eric Bolton, Jr. |

| Date: | February [removed: 17, 2022] [added: 14, 2023] | /s/ Albert M. Campbell, III |

| Date: | February [removed: 17, 2022] [added: 14, 2023] | /s/ A. Clay Holder |

| Date: | February [removed: 17, 2022] [added: 14, 2023] | /s/ Alan B. Graf, Jr. |

| Date: | February [removed: 17, 2022] [added: 14, 2023] | /s/ Edith Kelly-Green |

| Date: | February [removed: 17, 2022] [added: 14, 2023] | /s/ Toni Jennings |

| Date: | February [removed: 17, 2022] [added: 14, 2023] | /s/ James K. Lowder |

| Date: | February [removed: 17, 2022] [added: 14, 2023] | /s/ Thomas H. Lowder |

| Date: | February [removed: 17, 2022] [added: 14, 2023] | /s/ Claude B. Nielsen |

| Date: | February [removed: 17, 2022] [added: 14, 2023] | /s/ Philip W. Norwood |

| Date: | February [removed: 17, 2022] [added: 14, 2023] | /s/ W. Reid Sanders |

| Date: | February [removed: 17, 2022] [added: 14, 2023] | /s/ Gary Shorb |

| Date: | February [removed: 17, 2022] [added: 14, 2023] | /s/ David P. Stockert |

We have audited the accompanying consolidated balance sheets of Mid-America Apartment Communities, Inc. (the Company) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February [removed: 17, 2022] [added: 14, 2023] expressed an unqualified opinion thereon.

Critical Audit [removed: Matters][added: Matter]

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current period audit of the financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that: (1) [removed: relate] [added: relates] to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of [added: the] critical audit [removed: matters] [added: matter] does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

| *Description of the Matter* | | As disclosed in Notes 6 and 8 to the consolidated financial statements, the Series I Preferred Stock shares (“preferred shares”) include a redemption feature which represents an embedded call option exercisable at the Company’s option beginning on October 1, 2026 at the redemption price of $50 per share. The embedded call option has been bifurcated as a separate asset and is valued at fair value each reporting period with changes in its fair value reported in earnings. At each reporting date, management performs an analysis which compares the perpetual value of the preferred shares to the value of the preferred shares assuming the call option is exercised, with the value of the bifurcated call option as the difference between the two values. At December 31, [removed: 2021,] [added: 2022,] the fair value of the Company’s embedded derivative asset was [removed: $34.5] [added: $13.4] million. Auditing the Company’s valuation of this bifurcated embedded derivative was challenging as the Company uses a complex valuation methodology that incorporates various inputs, including trading data available on the preferred shares, treasury rates and [added: estimated] coupon yields on preferred stock [removed: issuances] [added: instruments] from REITs with similar credit ratings, and includes significant assumptions about economic and market conditions with uncertain future outcomes. |

We have audited the accompanying consolidated balance sheets of Mid-America Apartments, L.P. (the Operating Partnership) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of operations, comprehensive income, changes in capital, and cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Operating Partnership at December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] in conformity with U.S. generally accepted accounting principles.

| *Description of the Matter* | | As disclosed in Notes 6 and 9 to the consolidated financial statements, the MAALP Series I Preferred Units (“preferred units”) have the same characteristics as the MAA Series I Preferred Stock shares (“preferred shares”), and thus include a redemption feature which represents an embedded call option exercisable at the Operating Partnership’s option beginning on October 1, 2026 at the redemption price of $50 per [removed: share.] [added: unit.] The embedded call option has been bifurcated as a separate asset and is valued at fair value each reporting period with changes in its fair value reported in earnings. At each reporting date, management performs an analysis which compares the perpetual value of the preferred units to the value of the preferred units assuming the call option is exercised, with the value of the bifurcated call option as the difference between the two values. At December 31, [removed: 2021,] [added: 2022,] the fair value of the Operating Partnership’s embedded derivative asset was [removed: $34.5] [added: $13.4] million. Auditing the Operating Partnership’s valuation of this bifurcated embedded derivative was challenging as the Operating Partnership uses a complex valuation methodology that incorporates various inputs, including trading data available on the respective MAA preferred shares, treasury rates and [added: estimated] coupon yields on preferred stock [removed: issuances] [added: instruments] from REITs with similar credit ratings, and includes significant assumptions about economic and market conditions with uncertain future outcomes. |

We have audited Mid-America Apartment Communities, Inc.’s internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Mid-America Apartment Communities, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of operations, comprehensive income, shareholders’ equity, and cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) and our report dated February [removed: 17, 2022] [added: 14, 2023] expressed an unqualified opinion thereon.

December 31, [removed: 2021] [added: 2022] and [removed: 2020][added: 2021]

(Dollars in thousands, except [removed: share and] per share data)

| | | December 31, [removed: 2021] [added: 2022] | | | | December 31, [removed: 2020] [added: 2021] | | |

| Land | | $ | [removed: 1,977,813] [added: 2,008,364] | | | $ | [removed: 1,929,181] [added: 1,977,813] | |

| Buildings and improvements and other | | | [removed: 12,454,439] [added: 12,841,947] | | | | [removed: 12,065,244] [added: 12,454,439] | |

| Development and capital improvements in progress | | | [removed: 247,970] [added: 332,035] | | | | [removed: 283,477] [added: 247,970] | |

| Less: Accumulated depreciation | | | [removed: (3,848,161] [added: (4,302,747] | ) | | | [removed: (3,415,105] [added: (3,848,161] | ) |

| Undeveloped land | | | [removed: 24,015] [added: 64,312] | | | | [removed: 60,993] [added: 24,015] | |

| Investment in real estate joint venture | | | [removed: 42,827] [added: 42,290] | | | | [removed: 43,325] [added: 42,827] | |

| Real estate assets, net | | | [removed: 10,898,903] [added: 10,986,201] | | | | [removed: 10,967,115] [added: 10,898,903] | |

| Cash and cash equivalents | | [added: $] | [added: 38,659 | | | $ |] 54,302 | | | [added: $] | 25,198 | |

| Restricted cash | | | [added: 22,412 | | | |] 76,296 | | | | 10,417 | |

| Other assets | | | [removed: 255,681] [added: 193,893] | | | | [removed: 192,061] [added: 255,681] | |

| Total assets | | $ | [removed: 11,285,182] [added: 11,241,165] | | | $ | [removed: 11,194,791] [added: 11,285,182] | |

| Date: | February 14, 2023 | /s/ H. Eric Bolton, Jr. |

| Date: | February 14, 2023 | /s/ H. Eric Bolton, Jr. |

| Date: | February 14, 2023 | /s/ H. Eric Bolton, Jr. |

| Date: | February 14, 2023 | /s/ Albert M. Campbell, III |

| Date: | February 14, 2023 | /s/ A. Clay Holder |

| Date: | February 14, 2023 | /s/ Alan B. Graf, Jr. |

| Date: | February 14, 2023 | /s/ Edith Kelly-Green |

| Date: | February 14, 2023 | /s/ Toni Jennings |

| Date: | February 14, 2023 | /s/ James K. Lowder |

| Date: | February 14, 2023 | /s/ Thomas H. Lowder |

| Date: | February 14, 2023 | /s/ Claude B. Nielsen |

| Date: | February 14, 2023 | /s/ Philip W. Norwood |

| Date: | February 14, 2023 | /s/ W. Reid Sanders |

| Date: | February 14, 2023 | /s/ Gary Shorb |

| Date: | February 14, 2023 | /s/ David P. Stockert |

February 14, 2023

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

February 14, 2023

February 14, 2023

| | | | 15,182,346 | | | | 14,680,222 | |

| | | | 10,879,599 | | | | 10,832,061 | |

| Cash and cash equivalents | | | 38,659 | | | | 54,302 | |

| Restricted cash | | | 22,412 | | | | 76,296 | |

Years ended December 31, 2022, 2021 and 2020

Years ended December 31, 2022, 2021 and 2020

| Net income (loss) | | | — | | | | — | | | | — | | | | — | | | | — | | | | 637,436 | | | | — | | | | 17,633 | | | | (293 | ) | | | 654,776 | | | | | — | |

| Issuance and registration of common shares | | | — | | | | — | | | | 169 | | | | 1 | | | | (124 | ) | | | — | | | | — | | | | — | | | | — | | | | (123 | ) | | | | 1,687 | |

| Shares reclassified to liabilities | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | | (2,148 | ) |

| Acquisition of noncontrolling interest | | | — | | | | — | | | | — | | | | — | | | | (37,443 | ) | | | — | | | | — | | | | — | | | | (5,627 | ) | | | (43,070 | ) | | | | — | |

| EQUITY BALANCE DECEMBER 31, 2022 | | | 868 | | | $ | 9 | | | | 115,344 | | | $ | 1,152 | | | $ | 7,202,834 | | | $ | (1,188,854 | ) | | $ | (10,052 | ) | | $ | 163,595 | | | $ | 21,064 | | | $ | 6,189,748 | | | | $ | 20,671 | |

Years ended December 31, 2022, 2021 and 2020

| Loss (gain) on investments | | | 45,357 | | | | (51,713 | ) | | | (5,608 | ) |

| Proceeds from real estate asset dispositions | | | 320,491 | | | | 293,071 | | | | 2,618 | |

| Proceeds from insurance recoveries | | | 27,312 | | | | 14,820 | | | | 1,557 | |

| Acquisition of noncontrolling interests | | | (43,070 | ) | | | — | | | | — | |

December 31, 2022 and 2021

| Land | | $ | 2,008,364 | | | $ | 1,977,813 | |

| Buildings and improvements and other | | | 12,841,947 | | | | 12,454,439 | |

| | | |

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

| Date: | February 17, 2022 | /s/ Monica McGurk |

| | | Monica McGurk Director |

| | | Loss Contingencies |

| *Description of the Matter* | | As discussed in Note 11 to the consolidated financial statements, two separate putative class action lawsuits were filed against the Company in 2016 and 2017. The lawsuits both relate to purported violations of a late-fee statute in the state of Texas. In 2018, the District Court granted the plaintiffs’ motions for partial summary judgment and class certification. The Company appealed the class certifications to the Fifth Circuit Court of Appeals. In 2021, the Fifth Circuit Court of Appeals issued its opinions finding error in the District Court’s analysis of the Texas late-fee statute and remanding the lawsuits to the District Court to determine if class certifications are appropriate in light of the Fifth Circuit Court of Appeals’ ruling. If the plaintiff classes are recertified, management estimates that the Company’s maximum exposure in the lawsuits is $63.0 million. Auditing management’s evaluation of an accrual for, and disclosure of, loss contingencies related to the class action lawsuits was especially challenging because management’s evaluation of the likelihood and amount of loss and range of potential loss is highly subjective and requires significant judgment. In particular, management’s evaluation considers, among other factors, the nature of the claim, the asserted or possible damages, the progress of the matter, existing law and precedent, the opinions or views of legal counsel and other advisors, the Company’s experience in similar matters, the facts available at the time of the assessment, and how the Company intends to respond, or has responded, to the claim, which involves a series of complex judgments about future events. |

| *How We Addressed the Matter in Our Audit* | | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the evaluation of the class action lawsuits, including controls related to the Company’s assessment and measurement of its estimate of maximum exposure. For example, we tested controls over management’s review and approval of the legal reserves and related disclosures. To test the Company’s assessment of the probability of incurrence of a loss and whether the loss was reasonably estimable, our audit procedures included, among others, reading summaries of the proceedings and related lawsuit correspondence, requesting and receiving written responses to our inquiries of internal and external legal counsel and meeting with internal and external legal counsel to discuss developments related to the legal matters and case progression. To test the measurement of management’s estimate of maximum exposure, among other procedures, we evaluated the method of measuring the maximum exposure and related assumptions, tested the accuracy and completeness of the data, and reviewed correspondence received from internal and external counsel used to determine the estimate of maximum exposure that was disclosed. |

February 17, 2022

| *Description of the Matter* | | As discussed in Note 11 to the consolidated financial statements, two separate putative class action lawsuits were filed against Mid-America Apartment Communities, Inc. (MAA) and the Operating Partnership in 2016 and 2017. The lawsuits both relate to purported violations of a late-fee statute in the state of Texas. In 2018, the District Court granted the plaintiffs’ motions for partial summary judgment and class certification. MAA and the Operating Partnership appealed the class certifications to the Fifth Circuit Court of Appeals. In 2021, the Fifth Circuit Court of Appeals issued its opinions finding error in the District Court’s analysis of the Texas late-fee statute and remanding the lawsuits to the District Court to determine if class certifications are appropriate in light of the Fifth Circuit Court of Appeals’ ruling. If the plaintiff classes are recertified, management estimates that MAA’s and the Operating Partnership’s maximum exposure in the lawsuits is $63.0 million. Auditing management’s evaluation of an accrual for, and disclosure of, loss contingencies related to the class action lawsuits was especially challenging because management’s evaluation of the likelihood and amount of loss and range of potential loss is highly subjective and requires significant judgment. In particular, management’s evaluation considers, among other factors, the nature of the claim, the asserted or possible damages, the progress of the matter, existing law and precedent, the opinions or views of legal counsel and other advisors, MAA’s and the Operating Partnership’s experience in similar matters, the facts available at the time of the assessment, and how MAA and the Operating Partnership intends to respond, or has responded, to the claim, which involves a series of complex judgments about future events. |

| *How We Addressed the Matter in Our Audit* | | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the evaluation of the class action lawsuits, including controls related to the Operating Partnership’s assessment and measurement of its estimate of maximum exposure. For example, we tested controls over management’s review and approval of the legal reserves and related disclosures. To test the Operating Partnership’s assessment of the probability of incurrence of a loss and whether the loss was reasonably estimable, our audit procedures included, among others, reading summaries of the proceedings and related lawsuit correspondence, requesting and receiving written responses to our inquiries of internal and external legal counsel and meeting with internal and external legal counsel to discuss developments related to the legal matters and case progression. To test the measurement of management’s estimate of maximum exposure, among other procedures, we evaluated the method of measuring the maximum exposure and related assumptions, tested the accuracy and completeness of the data, and reviewed correspondence received from internal and external counsel used to determine the estimate of maximum exposure that was disclosed. |

| | | | | | | | | |

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

| | | | 14,680,222 | | | | 14,277,902 | |

| | | | 10,832,061 | | | | 10,862,797 | |

(1)

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

| Unrealized loss from derivative instruments | | | — | | | | — | | | | (11,676 | ) |

| EQUITY BALANCE DECEMBER 31, 2018 | | | 868 | | | $ | 9 | | | | 113,746 | | | $ | 1,136 | | | $ | 7,138,170 | | | $ | (989,263 | ) | | $ | (212 | ) | | $ | 220,043 | | | $ | 2,306 | | | $ | 6,372,189 | | | | $ | 9,414 | |

| Net income | | | — | | | | — | | | | — | | | | — | | | | — | | | | 353,811 | | | | — | | | | 12,671 | | | | 136 | | | | 366,618 | | | | | — | |

| Issuance and registration of common shares | | | — | | | | — | | | | 338 | | | | 4 | | | | 20,496 | | | | — | | | | — | | | | — | | | | — | | | | 20,500 | | | | | 1,651 | |

| Shares issued in exchange for redeemable stock | | | — | | | | — | | | | — | | | | — | | | | 575 | | | | — | | | | — | | | | — | | | | — | | | | 575 | | | | | (575 | ) |

| Acquisition of noncontrolling interest | | | — | | | | — | | | | — | | | | — | | | | (8,559 | ) | | | — | | | | — | | | | — | | | | (2,321 | ) | | | (10,880 | ) | | | | — | |

| Gain from unconsolidated limited partnerships, net of distributions received | | | (51,713 | ) | | | (4,577 | ) | | | (3,882 | ) |

| Proceeds from disposition of real estate assets | | | 307,891 | | | | 4,175 | | | | 174,814 | |

| CAPITAL BALANCE DECEMBER 31, 2019 | | $ | 220,043 | | | $ | 6,083,142 | | | $ | 66,840 | | | $ | (161 | ) | | $ | 2,306 | | | $ | 6,372,170 | | | | $ | 9,414 | |

| Net income | | | 12,671 | | | | 350,123 | | | | 3,688 | | | | — | | | | 136 | | | | 366,618 | | | | | — | |

| Issuance of units | | | — | | | | 20,500 | | | | — | | | | — | | | | — | | | | 20,500 | | | | | 1,651 | |

| Units issued in exchange for redeemable units | | | — | | | | 575 | | | | — | | | | — | | | | — | | | | 575 | | | | | (575 | ) |

| Distributions to common unitholders ($3.8800 per unit) | | | (16,060 | ) | | | (442,698 | ) | | | — | | | | — | | | | — | | | | (458,758 | ) | | | | — | |

| Acquisition of noncontrolling interest | | | — | | | | (8,559 | ) | | | — | | | | — | | | | (2,321 | ) | | | (10,880 | ) | | | | — | |

The Company owns, operates, acquires and selectively develops apartment communities primarily located in the Southeast, Southwest and Mid-Atlantic regions of the United States.

the asset.

provisions.

respect to a taxable year.

| Nonvested as of January 1, 2021 | | | 216,850 | | | $ | 102.10 | |

| Issued | | | 143,375 | | | | 87.05 | |

| Vested | | | (197,970 | ) | | | 80.06 | |

| Forfeited | | | (359 | ) | | | 110.23 | |

| Nonvested as of December 31, 2021 | | | 161,896 | | | $ | 115.07 | |

Stock options are earned when the employee remains employed over the requisite service period and vest ratably over a period from 0.3 years to 2.3 years.