Mid-America Apartment Communities, Inc. (MAA, NYSE)
Industry: REIT - Residential
Annual report, fiscal year 2013


20 PROSPEROUS YEARS

& JUST GETTING STARTED



MAA

2013 ANNUAL REPORT




RIVER'S WALK / CHARLESTON, SC



IN 2013,
FOLLOWING THE SUCCESS
OF ITS FIRST 20 YEARS,
M A A S H O W E D T H A T I T I S
J U S T G E T T I N G S T A R T E D .

M A A S H O W E D T H A T I T I S
J U S T G E T T I N G S T A R T E D .



ON OCTOBER 1, 2013, MAA MERGED WITH COLONIAL PROPERTIES TRUST. THIS MERGER HAS BROUGHT TOGETHER TWO HIGHLY COMPLEMENTARY, PUBLICLY TRADED, MULTI-FAMILY REAL ESTATE PORTFOLIOS WITH STRATEGIC DIVERSITY ACROSS THE HIGH-GROWTH SUNBELT REGION.

BY COMBINING THE STRENGTHS OF BOTH COMPANIES, WE EXPECT TO CAPTURE IMPROVED EFFICIENCIES AND AN ENHANCED BALANCE SHEET PROVIDING AN EVEN STRONGER PLATFORM FOR GROWING SHARE-HOLDER VALUE.







ENHANCED

OPPORTUNITY

Following the merger, MAA became a member of the S&P MidCap 400 Index and had a total enterprise value of $8.3 billion at the end of 2013. We improved diversification and presence in several key, Large and Secondary high-growth markets including Charlotte, Dallas, Orlando and Charleston. We joined top talent, technology and best practices of both companies to further enhance our efficiencies of operations.

With an even stronger platform, MAA expects to continue its strategy of optimizing cash flow over the full cycle, by prudently managing and deploying shareholder capital throughout the Sunbelt markets. It is our aim to deliver long-term, superior risk-adjusted returns to our shareholders through growth in dividend and value per share.



I4
STATES

50
MARKETS

275
COMMUNITIES

83,641
UNITS



LARGE
MARKET
Dallas
Raleigh-Durham
Charlotte
Austin
Atlanta
Nashville
Orlando
Jacksonville
Phoenix
Tampa
Houston
Las Vegas
South Florida
10.8%
8.0%
7.3%
7.1%
6.9%
4.4%
4.0%
3.9%
3.8%
3.2%
2.8%
1.1%
0.9%
64.2%

SECONDARY
MARKET
Savannah
Charleston
Memphis
Richmond
Birmingham
Huntsville
Greenville
Little Rock
Jackson
Fredericksburg
Lexington
Columbus
San Antonio
Other*
3.5.8%

*Comprised of 20 additional individual markets each with <1% gross real assets

## 64.2%

OF TOTAL
SAME STORE

## 35.8%

OF TOTAL
SAME STORE



Full Cycle Strategy

○ LARGE MARKETS
○ SECONDARY MARKETS*

 \( ^{*} \) Same Store Markets with greater than 1% gross real assets

## TOTAL MULTIFAMILY PORTFOLIO BY STATE

<table><tr><td>STATE</td><td>UNITS</td><td>STATE</td><td>UNITS</td></tr><tr><td>Texas</td><td>20,113</td><td>Virginia</td><td>3,702</td></tr><tr><td>Florida</td><td>12,275</td><td>Arizona</td><td>1,976</td></tr><tr><td>North Carolina</td><td>11,417</td><td>Mississippi</td><td>1,698</td></tr><tr><td>Georgia</td><td>10,731</td><td>Kentucky</td><td>1,548</td></tr><tr><td>Tennessee</td><td>8,012</td><td>Arkansas</td><td>1,368</td></tr><tr><td>South Carolina</td><td>5,300</td><td>Nevada</td><td>721</td></tr><tr><td>Alabama</td><td>4,457</td><td>Missouri</td><td>323</td></tr></table>



Atlanta

TWENTY-FIVE FORTUNE 1000 COMPANIES

Austin

RANKED FASTEST GROWING CITY 4 \( ^{TH} \)  YEAR IN A ROW (FORBES)

Charlotte

2 \( ^{ND} \)  LARGEST FINANCIAL CENTER BY ASSETS BEHIND NYC

Dallas

HOME TO 18 FORTUNE 500 COMPANIES

Nashville

RANKED N°5 FOR BEST PLACES FOR BUSINESS & CAREERS (FORBES)

p/EIGHT



# Raleigh

RANKED N°3 FOR BEST PLACES FOR BUSINESS & CAREERS (FORBES)

Jacksonville

RANKED N°3 FOR BEST CITY FOR FINDING A JOB (FORBES)

Charleston

RANKED AMONG 10 BEST MID-SIZE CITIES FOR JOBS (FORBES)

Tampa

RANKS AMONG THE 20 FASTEST-GROWING METRO AREAS IN THE COUNTRY

San Antonio

RANKED N°2 METRO AREAS WITH MOST ECONOMIC MOMENTUM (FORBES)



SOLID

PERFORMANCE

5%

YOY DIVIDEND GROWTH

7.2%

CORE FFO GROWTH

5.2%

SAME STORE NOI GROWTH

In addition to successfully closing on our merger opportunity, MAA associates were also hard at work delivering another successful year of performance from our existing portfolio resulting in $4.94 Core FFO per diluted share for 2013. We also continued our capital recycling efforts, acquiring and beginning new development of $179 million in high quality, strategically located multifamily communities, while disposing of $131 million in existing properties.











FINANCIAL

STRENGTH

$350 62.2% 3.59x

MILLION INITIAL
PUBLIC BOND OFFERING
UNENCUMBERED ASSETS
/ GROSS ASSETS
FIXED CHARGE
COVERAGE

During 2013, we continued strengthening our balance sheet through our first public bond offering of $350 million in 10-year unsecured notes. We also successfully exchanged $392 million in outstanding public Colonial notes for MAA notes. The resultant $742 million in MAA public bonds will enhance investor liquidity and value.








CR AT FRISCO BRIDGES / DALLAS, TX






“WHILE WE HAVE ACCOMPLISHED A GREAT DEAL OVER THE PAST 20 YEARS, IN MANY WAYS IT'S MY BELIEF THAT WE ARE JUST GETTING STARTED. MAA'S PROVEN STRATEGY OF GENERATING SUPERIOR RISK-ADJUSTED PERFORMANCE FOR SHAREHOLDERS OVER THE FULL REAL ESTATE CYCLE IS WELL-POSITIONED FOR THE FUTURE. THE OUTLOOK FOR APARTMENT REAL ESTATE REMAINS VERY GOOD. WITH MAA'S INCREASED SCALE AND COMPETITIVE ADVANTAGES, WE ARE EXCITED ABOUT THE OPPORTUNITIES IN FRONT OF US.”




A MESSAGE FROM ERIC BOLTON
CHIEF EXECUTIVE OFFICER

DEAR SHAREHOLDERS / Over this past year we completed a milestone event for our company by merging MAA and Colonial Properties Trust. This merger provided MAA an opportunity to add a portfolio of high-quality apartment real estate and a solid investment-grade balance sheet to our existing platform, while also expanding our team of highly qualified professionals.



As a result, MAA is now positioned for an even brighter future. The larger scale of our operating and financing platform creates advantages which will support higher operating margins and lower cost of capital, driving more benefits and higher long-term value for our now combined set of shareholders of MAA and Colonial Properties.

We officially closed the merger on October 1st and our team was well prepared to execute as a combined operation with a number of important integration and consolidation activities already complete. Our web presence was fully consolidated and able to support both prospective customers as well as existing residents with full internet capabilities including online review of available apartments, completing lease applications, submitting maintenance work orders, and paying rent online. Over the course of this year our work continues as we complete the full integration of all remaining property and asset management systems, wrap-up the consolidation of various management information reporting practices and position the company to capture the full opportunity of expense efficiencies and synergies identified at the time we announced the merger transaction.

And while this past year was certainly busy with merger related activities, our team also continued to generate solid results from our existing portfolio of properties. Same store net operating income from our legacy MAA portfolio of properties grew a strong 5.2% over the prior year as effective rent growth of 3.9% and solid expense control generated positive results. On the transaction front, we expanded efforts surrounding the recycling of capital and sold $131 million of older multifamily properties and acquired a total of $129 million in new multifamily assets, excluding the merger transaction. Additionally, we funded approximately $50 million in new development starts during the year. The initial lease-ups at these communities are going very well. We will capture increasing earnings contribution from these investments as we head into 2015.

Last year another important milestone for the company was achieved as we completed a $350 million inaugural public-bond offering. This public bond offering was the culmination of several years of work starting with efforts to position our balance sheet to secure an investment-grade rating from all three rating agencies. Our inaugural offering was very successful and, importantly, we are now positioned for broader access to the capital markets. Given the strength of our balance sheet, we believe this capability will have long-term positive implications for our cost of capital and continue to support a competitive edge for MAA.

After several years of strong leasing conditions, the apartment markets are expected to show some degree of moderation in 2014 as a result of the increased delivery of new apartments. However, given the improving employment markets, very favorable demographic trends, and the general trend towards more households choosing to rent their housing, the growth in demand is



expected to largely absorb the new supply of apartments and support continued healthy leasing conditions. As new supply enters the market and leasing becomes more competitive (a normal cycle trend that we have successfully navigated a number of times over our 20-year history) our team of seasoned professionals and portfolio of high-quality properties diversified across the high-growth Sunbelt markets is well-positioned to meet the challenge. Our strategy remains firmly fixed on a goal of out-performing across the full real estate cycle, with a long-term perspective taken on all capital deployment decisions and the operation of the real estate we own.

This past January, MAA passed the 20-year mark as a publicly owned apartment REIT. MAA's IPO occurred on January 28, 1994 at a price of $19.75 per share and the first quarterly dividend of $0.26 per share was paid shortly thereafter in April 1994. In the 20 years since, our company has paid 80 consecutive quarterly dividends and has never reduced the amount of the quarterly dividend rate. We believe that our annual dividend rate, currently at $2.92 per share, is a very important component of driving superior long-term shareholder return. Over the past 20 years, assuming reinvestment of the dividend paid, MAA shareholders have captured an annualized total return of 12.8%.

While we have accomplished a great deal over the past 20 years, in many ways it’s my belief that we are just getting started. MAA’s proven strategy of generating superior risk-adjusted performance for shareholders over the full real estate cycle is well-positioned for the future. The outlook for apartment real estate remains very good and with MAA’s increased scale and competitive advantages, we are excited about the opportunities in front of us.

I would like to close by expressing my sincere appreciation to everyone connected with both MAA and Colonial Properties Trust who worked so hard over this past year. Our board of directors provided valuable counsel and support as we evaluated and ultimately consummated our merger transaction. Our team of associates not only delivered another strong year of performance in 2013, but also successfully closed our merger transaction and ensured that we were ready to operate as a combined company. Thank you for a terrific year of performance and great results.

And to our shareholders, thank you for your support and trust in MAA.

Sincerely,



H. Eric Bolton, Jr.
Chairman and CEO















## FINANCIAL HIGHLIGHTS

<table><tr><td rowspan="2">(Dollars and shares in thousands, except per share data)</td><td colspan="3">Years ended December 31,</td></tr><tr><td>2013</td><td>2012</td><td>2011</td></tr><tr><td>Net income available for common shareholders</td><td>$ 115,281</td><td>$ 105,223</td><td>$ 48,821</td></tr><tr><td>Depreciation and amortization of real estate assets</td><td>184,671</td><td>118,848</td><td>104,463</td></tr><tr><td>Depreciation and amortization of real estate assets of discontinued operations</td><td>2,716</td><td>7,384</td><td>10,386</td></tr><tr><td>Gain on sales of discontinued operations</td><td>(76,844)</td><td>(41,635)</td><td>(12,799)</td></tr><tr><td>Depreciation and amortization of real estate assets of real estate joint ventures</td><td>1,203</td><td>1,887</td><td>2,261</td></tr><tr><td>Net income attributable to noncontrolling interests</td><td>3,998</td><td>4,602</td><td>2,410</td></tr><tr><td>Funds from operations</td><td>231,025</td><td>196,309</td><td>155,542</td></tr><tr><td>Acquisition expense</td><td>1,393</td><td>1,581</td><td>3,319</td></tr><tr><td>Merger related expenses</td><td>32,403</td><td>—</td><td>—</td></tr><tr><td>Integration related expenses</td><td>5,102</td><td>—</td><td>—</td></tr><tr><td>Mark-to-market debt adjustment</td><td>(7,992)</td><td>(767)</td><td>(360)</td></tr><tr><td>Loss on debt extinguishment</td><td>426</td><td>654</td><td>755</td></tr><tr><td>Core funds from operations</td><td>$ 262,357</td><td>$ 197,777</td><td>$ 159,256</td></tr><tr><td>Weighted average shares, diluted</td><td>53,116</td><td>42,937</td><td>39,087</td></tr><tr><td>Net income per share available for common shareholders, diluted</td><td>$ 2.25</td><td>$ 2.56</td><td>$ 1.31</td></tr><tr><td>Weighted average shares and units, diluted</td><td>53,108</td><td>42,911</td><td>39,051</td></tr><tr><td>Funds from operations per share and unit, diluted</td><td>$ 4.35</td><td>$ 4.57</td><td>$ 3.98</td></tr><tr><td>Core funds from operations per share and unit, diluted</td><td>$ 4.94</td><td>$ 4.61</td><td>$ 4.08</td></tr><tr><td>Dividends paid per share</td><td>$ 2.78</td><td>$ 2.64</td><td>$ 2.51</td></tr><tr><td>Real estate owned, at cost</td><td>$7,694,618</td><td>$3,734,544</td><td>$3,396,934</td></tr><tr><td>Capital improvements in progress</td><td>$ 166,048</td><td>$ 52,455</td><td>$ 53,790</td></tr><tr><td>Investments in real estate joint ventures</td><td>$ 5,499</td><td>$ 4,837</td><td>$ 17,006</td></tr><tr><td>Total debt</td><td>$3,472,718</td><td>$1,673,848</td><td>$1,649,755</td></tr><tr><td>Shareholders&#x27; equity, redeemable stock and minority interest</td><td>$3,118,587</td><td>$ 949,823</td><td>$ 747,499</td></tr><tr><td>Market capitalization (shares and units) \( ^{(1)} \)</td><td>$4,801,990</td><td>$2,852,113</td><td>$2,558,107</td></tr><tr><td>Number of properties, including joint venture ownership interest</td><td>275</td><td>166</td><td>167</td></tr><tr><td>Number of apartment units, including joint venture ownership interest</td><td>83,641</td><td>49,591</td><td>49,133</td></tr></table>

(1) Market capitalization includes common shares, regardless of classification on balance sheet, and partnership units (value based on common stock equivalency).



## A Sound Financial Strategy

3.59x

FIXED CHARGE COVERAGE

42.4%

NET DEBT TO GROSS ASSETS

62.2%

30.5%

2011

52.5%

2011

2012

2013

M A A U N E N C U M B E R E D A S S E T S T O G R O S S A S S E T S
F U L L Y E A R A T D E C E M B E R 3 1 F O R E A C H P E R I O D

$3.47B DEBT

42%

58%

$4.80B
COMMON EQUITY

TOTAL CAPITALIZATION

12.31.13

Total Capitalization equals the total number of shares of common stock and units at period end times the closing stock price plus total debt outstanding.

STANDARD & POOR'S
RATINGS SERVICES \( ^{1} \) 

BBB

STABLE

MOODY'S INVESTORS
SERVICE \( ^{2} \) 

Baa2

STABLE

FITCH
RATINGS \( ^{1} \) 

BBB

STABLE

CREDIT RATINGS

1) Mid-America Apartment Communities, Inc. © Mid-America Apartments L.P.
2) Mid-America Apartments L.P. only



## CONSOLIDATED BALANCE SHEETS

<table><tr><td rowspan="2">(Dollars in thousands, except per share data)</td><td colspan="2">December 31,</td></tr><tr><td>2013</td><td>2012</td></tr><tr><td>ASSETS:</td><td></td><td></td></tr><tr><td>Real estate assets:</td><td></td><td></td></tr><tr><td>Land</td><td>$ 871,316</td><td>$ 386,670</td></tr><tr><td>Buildings and improvements</td><td>6,366,701</td><td>3,170,413</td></tr><tr><td>Furniture, fixtures and equipment</td><td>199,573</td><td>98,044</td></tr><tr><td>Development and capital improvements in progress</td><td>166,048</td><td>52,455</td></tr><tr><td></td><td>7,603,638</td><td>3,707,582</td></tr><tr><td>Less accumulated depreciation</td><td>(1,124,207)</td><td>(1,027,618)</td></tr><tr><td></td><td>6,479,431</td><td>2,679,964</td></tr><tr><td>Undeveloped land</td><td>63,850</td><td>1,205</td></tr><tr><td>Corporate properties, net</td><td>7,523</td><td>8,065</td></tr><tr><td>Investments in real estate joint ventures</td><td>5,499</td><td>4,837</td></tr><tr><td>Real estate assets, net</td><td>6,556,303</td><td>2,694,071</td></tr><tr><td>Cash and cash equivalents</td><td>89,333</td><td>9,075</td></tr><tr><td>Restricted cash</td><td>44,361</td><td>808</td></tr><tr><td>Deferred financing costs, net</td><td>17,424</td><td>13,842</td></tr><tr><td>Other assets</td><td>91,637</td><td>29,166</td></tr><tr><td>Goodwill</td><td>4,106</td><td>4,106</td></tr><tr><td>Assets held for sale</td><td>38,761</td><td>—</td></tr><tr><td>Total assets</td><td>$6,841,925</td><td>$2,751,068</td></tr><tr><td>LIABILITIES AND SHAREHOLDERS&#x27; EQUITY:</td><td></td><td></td></tr><tr><td>Liabilities:</td><td></td><td></td></tr><tr><td>Secured notes payable</td><td>$1,790,935</td><td>$1,190,848</td></tr><tr><td>Unsecured notes payable</td><td>1,681,783</td><td>483,000</td></tr><tr><td>Accounts payable</td><td>15,067</td><td>4,586</td></tr><tr><td>Fair market value of interest rate swaps</td><td>20,015</td><td>21,423</td></tr><tr><td>Accrued expenses and other liabilities</td><td>206,190</td><td>94,719</td></tr><tr><td>Security deposits</td><td>9,270</td><td>6,669</td></tr><tr><td>Liabilities associated with assets held for sale</td><td>78</td><td>—</td></tr><tr><td>Total liabilities</td><td>3,723,338</td><td>1,801,245</td></tr><tr><td>Redeemable stock</td><td>5,050</td><td>4,713</td></tr><tr><td>Shareholders&#x27; equity:</td><td></td><td></td></tr><tr><td>Common stock, $0.01 par value per share, 100,000,000 shares authorized; 74,830,726 and 42,316,398 shares issued and outstanding at December 31, 2013 and December 31, 2012, respectively(1)</td><td>747</td><td>422</td></tr><tr><td>Additional paid-in capital</td><td>3,599,549</td><td>1,542,999</td></tr><tr><td>Accumulated distributions in excess of net income</td><td>(653,593)</td><td>(603,315)</td></tr><tr><td>Accumulated other comprehensive income (losses)</td><td>108</td><td>(26,054)</td></tr><tr><td>Total MAA shareholders&#x27; equity</td><td>2,946,811</td><td>914,052</td></tr><tr><td>Noncontrolling interest</td><td>166,726</td><td>31,058</td></tr><tr><td>Total equity</td><td>3,113,537</td><td>945,110</td></tr><tr><td>Total liabilities and equity</td><td>$6,841,925</td><td>$2,751,068</td></tr></table>

(1) Number of shares issued and outstanding represents total shares of common stock regardless of classification on the consolidated balance sheet. The number of shares classified as redeemable stock on the consolidated balance sheet for December 31, 2013 and December 31, 2012 are 83,139 and 72,786, respectively.



## Solid Long-term Performance



STRONG LONG-TERM FFO GROWTH

1) FFO/Share for 2010 excludes non-routine items

2) In 2013, the Company began reporting core FFO/Share which excludes certain non-routine items including merger-related expenses



SUPERIOR LONG-TERM PERFORMANCE
TOTAL ANNUAL SHAREHOLDER RETURNS AT 12.31.13
Source: SNL Equity Research



## CONSOLIDATED STATEMENTS OF OPERATIONS

<table><tr><td rowspan="2">(Dollars in thousands, except per share data)</td><td colspan="3">Years ended December 31,</td></tr><tr><td>2013</td><td>2012</td><td>2011</td></tr><tr><td>Operating revenues:</td><td></td><td></td><td></td></tr><tr><td>Rental revenues</td><td>$580,207</td><td>$436,658</td><td>$373,797</td></tr><tr><td>Other property revenues</td><td>53,880</td><td>38,331</td><td>34,968</td></tr><tr><td>Total property revenues</td><td>634,087</td><td>474,989</td><td>408,765</td></tr><tr><td>Management fee income</td><td>647</td><td>899</td><td>1,017</td></tr><tr><td>Total operating revenues</td><td>634,734</td><td>475,888</td><td>409,782</td></tr><tr><td>Property operating expenses:</td><td></td><td></td><td></td></tr><tr><td>Personnel</td><td>68,246</td><td>54,355</td><td>48,941</td></tr><tr><td>Building repairs and maintenance</td><td>20,018</td><td>15,029</td><td>13,728</td></tr><tr><td>Real estate taxes and insurance</td><td>76,771</td><td>55,024</td><td>46,937</td></tr><tr><td>Utilities</td><td>36,606</td><td>25,941</td><td>23,852</td></tr><tr><td>Landscaping</td><td>13,245</td><td>10,447</td><td>9,642</td></tr><tr><td>Other operating</td><td>38,428</td><td>33,353</td><td>30,463</td></tr><tr><td>Depreciation and amortization</td><td>186,979</td><td>121,211</td><td>106,009</td></tr><tr><td>Total property operating expenses</td><td>440,293</td><td>315,360</td><td>279,572</td></tr><tr><td>Acquisition expenses</td><td>1,393</td><td>1,581</td><td>3,319</td></tr><tr><td>Property management expenses</td><td>23,083</td><td>21,281</td><td>19,973</td></tr><tr><td>General and administrative expenses</td><td>15,569</td><td>13,762</td><td>18,123</td></tr><tr><td>Merger related expenses</td><td>32,403</td><td>—</td><td>—</td></tr><tr><td>Integration related expenses</td><td>5,102</td><td>—</td><td>—</td></tr><tr><td>Income from continuing operations before non-operating items</td><td>116,891</td><td>123,904</td><td>88,795</td></tr><tr><td>Interest and other non-property income</td><td>488</td><td>430</td><td>802</td></tr><tr><td>Interest expense</td><td>(75,915)</td><td>(57,937)</td><td>(56,383)</td></tr><tr><td>Loss on debt extinguishment/modification</td><td>(426)</td><td>(654)</td><td>(755)</td></tr><tr><td>Amortization of deferred financing costs</td><td>(3,063)</td><td>(3,552)</td><td>(2,902)</td></tr><tr><td>Net casualty loss after insurance and other settlement proceeds</td><td>(143)</td><td>(6)</td><td>(619)</td></tr><tr><td>Gain on sale of non-depreciable assets</td><td>—</td><td>45</td><td>1,084</td></tr><tr><td>Income before income tax expense</td><td>37,832</td><td>62,230</td><td>30,022</td></tr><tr><td>Income tax expense</td><td>(893)</td><td>(803)</td><td>(727)</td></tr><tr><td>Income from continuing operations before gain (loss) from real estate joint ventures</td><td>36,939</td><td>61,427</td><td>29,295</td></tr><tr><td>Gain (loss) from real estate joint ventures</td><td>338</td><td>(223)</td><td>(593)</td></tr><tr><td>Income from continuing operations</td><td>37,277</td><td>61,204</td><td>28,702</td></tr><tr><td>Discontinued operations:</td><td></td><td></td><td></td></tr><tr><td>Income from discontinued operations before gain on sale</td><td>5,065</td><td>6,938</td><td>9,742</td></tr><tr><td>Net casualty gain (loss) after insurance and other settlement proceeds on discontinued operations</td><td>93</td><td>48</td><td>(12)</td></tr><tr><td>Gain on sale of discontinued operations</td><td>76,844</td><td>41,635</td><td>12,799</td></tr><tr><td>Consolidated net income</td><td>119,279</td><td>109,825</td><td>51,231</td></tr><tr><td>Net income attributable to noncontrolling interests</td><td>3,998</td><td>4,602</td><td>2,410</td></tr><tr><td>Net income available for MAA common shareholders</td><td>$115,281</td><td>$105,223</td><td>$48,821</td></tr><tr><td>Earnings per common share—basic:</td><td></td><td></td><td></td></tr><tr><td>Income from continuing operations available for common shareholders</td><td>$0.71</td><td>$1.43</td><td>$0.74</td></tr><tr><td>Discontinued property operations</td><td>1.56</td><td>1.13</td><td>0.58</td></tr><tr><td>Net income available for common shareholders</td><td>$2.27</td><td>$2.56</td><td>$1.32</td></tr><tr><td>Earnings per common share—diluted:</td><td></td><td></td><td></td></tr><tr><td>Income from continuing operations available for common shareholders</td><td>$0.70</td><td>$1.43</td><td>$0.73</td></tr><tr><td>Discontinued property operations</td><td>1.55</td><td>1.13</td><td>0.58</td></tr><tr><td>Net income available for common shareholders</td><td>$2.25</td><td>$2.56</td><td>$1.31</td></tr></table>







CORPORATE HEADQUARTERS
MAA
6584 Poplar Avenue
Memphis, TN 38138
901-682-6600
www.maac.com

GENERAL COUNSEL
Baker, Donelson, Bearman, Caldwell & Berkowitz, PC, Memphis, TN

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Ernst & Young LLP, Memphis, TN

ANNUAL SHAREHOLDERS MEETING
MAA will hold its 2014 Annual Meeting of Shareholders on Thursday, May 22, 2014 at 11:00 a.m. CDT at their corporate headquarters located in Memphis, TN.

## STOCK LISTING

MAA’s common stock is listed on the New York Stock Exchange (NYSE) and is traded under the stock symbol MAA.

TRANSFER AGENT AND REGISTRAR
American Stock Transfer & Trust Company
866-668-6554 or www.amstock.com

Registered shareholders who have questions about their accounts or who wish to change ownership or address of stock; to report lost, stolen or destroyed certificates; or wish to enroll in our dividend reinvestment plan or direct stock purchase program should contact American Stock Transfer & Trust Company at the shareholder service number listed above or access their account at the website listed above.

Beneficial owners who own shares held in “street name” should contact their broker or bank for all questions.

Limited partners of Mid-America Apartments, L.P. wishing to transfer their units or convert units into shares of common stock of MAA should contact MAA directly at the corporate headquarters.

Colonial Properties Trust equity owners who need assistance exchanging their equity position should contact American Stock Transfer & Trust Company at 877-248-6417.

ANNUAL REPORT AND FORM 10-K
A copy of MAA’s Annual Report and Form 10-K for the year ended December 31, 2013, as filed with the Securities and Exchange Commission (SEC), will be sent without charge upon written request. Please address requests to the corporate headquarters, attention Investor Relations or email your request to investor.relations@maac.com. Other MAA SEC filings as well as corporate governance documents are also on the “For Investors” page of our website at www.maac.com.
CEO AND CFO CERTIFICATIONS
As is required by Section 303A.12(a) of the NYSE’s corporate governance standards, the CEO Certification has been previously filed without qualification with the NYSE. Certifications of the CEO and CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 have been filed as exhibits to MAA’s Form 10-K.

## THE OPEN ARMS FOUNDATION

The Open Arms Foundation is MAA’s award-winning corporate charity that provides fully furnished, two-bedroom apartment homes free of charge to families displaced from their own homes while seeking medical treatment. In addition to rent, The Open Arms Foundation also pays for basic utilities including electricity/gas, phone, cable and internet. At the time of printing of this report, The Open Arms Foundation was providing 44 homes to families in medical crisis across 11 states. In its 20-year history, the foundation has provided approximately 2,400 families with nearly 150,000 nights of rest away from home. To find out more about The Open Arms Foundation please visit www.maac.com.



## BOARD OF DIRECTORS

H. ERIC BOLTON, JR.
Chairman of the Board of Directors and
Chief Executive Officer
MAA
Committee: Investment (Chairman)

ALAN B. GRAF, JR.
Co-lead Independent Director, MAA
Executive Vice President and
Chief Financial Officer
FedEx Corporation
Committee: Audit (Chairman)

RALPH HORN
Co-lead Independent Director, MAA
Past President, Chief Executive Officer
and Chairman of the Board of Directors
First Horizon National Corporation
Committees: Compensation; Nominating
and Corporate Governance (Chairman)

JAMES K. LOWDER
Chairman of the Board of Directors
The Colonial Company
THOMAS H. LOWDER
Past Chief Executive Officer and Chairman
of the Board of Trustees
Colonial Properties Trust
Committee: Investment

CLAUDE B. NIELSEN
Chief Executive Officer and
Chairman of the Board of Directors
Coca-Cola Bottling Company United, Inc.
Committee: Compensation

PHILIP W. NORWOOD
Past President and Chief Executive Officer
Faison Enterprises, Inc.
Committees: Compensation (Chairman);
Nominating and Corporate Governance;
Investment

HAROLD W. RIPPS
Chief Executive Officer
The Rime Companies
Committee: Nominating and
Corporate Governance

W. REID SANDERS
Managing Partner
Chickasaw Partners
Committees: Audit; Investment

WILLIAM B. SANSOM
President, Chief Executive Officer and
Chairman of the Board of Directors
H.T. Hackney Co.
Committees: Compensation; Nominating
and Corporate Governance

GARY SHORB
President and Chief Executive Officer
Methodist Le Bonheur Healthcare
Committee: Audit

JOHN W. SPIEGEL
Past Vice Chairman and
Chief Financial Officer
SunTrust Banks, Inc.
Committee: Audit




6584 POPLAR AVENUE
MEMPHIS, TN 38138
MAAC.COM