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Table of Contents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

​

​

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

​

For the quarterly period ended September 30, 2021

OR

​

​

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

​

For the transition period from                      to                    

Commission file number

1-10524

​

UDR, Inc.

(Exact name of registrant as specified in its charter)

​

​

Maryland

54-0857512

(State or other jurisdiction of

(I.R.S. Employer

incorporation of organization)

Identification No.)

​

1745 Shea Center Drive, Suite 200, Highlands Ranch, Colorado 80129

(Address of principal executive offices) (zip code)

(720) 283-6120

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01

UDR

New York Stock Exchange

​

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No ◻

​

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ⌧ No ◻

​

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

​

​

​

​

Large Accelerated Filer ⌧

Accelerated Filer ◻

Non-Accelerated Filer ◻

Smaller Reporting Company ☐

​

​

​

Emerging Growth Company ☐

​

​

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

​

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ⌧

​

The number of shares of UDR, Inc.’s common stock, $0.01 par value, outstanding as of October 25, 2021 was 309,186,379.

Table of Contents

UDR, INC.

INDEX

​

PAGE

PART I — FINANCIAL INFORMATION

​

​

Item 1. Consolidated Financial Statements

​

​

​

Consolidated Balance Sheets as of September 30, 2021 (unaudited) and December 31, 2020 (audited)

3

​

​

Consolidated Statements of Operations for the three and nine months ended September 30, 2021 and 2020 (unaudited)

4

​

​

Consolidated Statements of Comprehensive Income/(Loss) for the three and nine months ended September 30, 2021 and 2020 (unaudited)

5

​

​

Consolidated Statements of Changes in Equity for the three and nine months ended September 30, 2021 and 2020 (unaudited)

6

​

​

Consolidated Statements of Cash Flows for the nine months ended September 30, 2021 and 2020 (unaudited)

8

​

​

Notes to Consolidated Financial Statements (unaudited)

10

​

​

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

44

​

​

Item 3. Quantitative and Qualitative Disclosures About Market Risk

64

​

​

Item 4. Controls and Procedures

64

​

​

PART II — OTHER INFORMATION

​

​

Item 1. Legal Proceedings

65

​

​

Item 1A. Risk Factors

65

​

​

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

81

​

​

Item 3. Defaults Upon Senior Securities

82

​

​

Item 4. Mine Safety Disclosures

82

​

​

Item 5. Other Information

82

​

​

Item 6. Exhibits

83

​

​

Signatures

85

​

​

​

​

​

​

Exhibit 4.1

​

Exhibit 10.1

​

Exhibit 31.1

​

Exhibit 31.2

​

Exhibit 32.1

​

Exhibit 32.2

​

​

​

​

Table of Contents

UDR, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

​

​

​

​

​

​

​

​

​

September 30, 

​

December 31, 

​

    

2021

    

2020

​

​

(unaudited)

​

(audited)

ASSETS

​

​

​

​

​

​

Real estate owned:

 

​

  

 

​

  

Real estate held for investment

​

$

13,902,872

​

$

12,706,940

Less: accumulated depreciation

​

 

(4,983,109)

​

 

(4,590,577)

Real estate held for investment, net

​

 

8,919,763

​

 

8,116,363

Real estate under development (net of accumulated depreciation of $445 and $1,010, respectively)

​

 

331,200

​

 

246,867

Real estate held for disposition (net of accumulated depreciation of $34,387 and $13,779, respectively)

​

 

39,065

​

 

102,876

Total real estate owned, net of accumulated depreciation

​

 

9,290,028

​

 

8,466,106

​

​

​

​

​

​

​

Cash and cash equivalents

​

 

1,063

​

 

1,409

Restricted cash

​

 

28,170

​

 

22,762

Notes receivable, net

​

 

25,741

​

 

157,992

Investment in and advances to unconsolidated joint ventures, net

​

 

643,902

​

 

600,233

Operating lease right-of-use assets

​

​

198,339

​

​

200,913

Other assets

​

 

213,321

​

 

188,118

Total assets

​

$

10,400,564

​

$

9,637,533

​

​

​

​

​

​

​

LIABILITIES AND EQUITY

​

 

  

​

 

  

Liabilities:

​

 

  

​

 

  

Secured debt, net

​

$

1,058,647

​

$

862,147

Unsecured debt, net

​

 

4,463,792

​

 

4,114,401

Operating lease liabilities

​

​

193,277

​

​

195,592

Real estate taxes payable

​

 

55,849

​

 

29,946

Accrued interest payable

​

 

25,674

​

 

44,760

Security deposits and prepaid rent

​

 

51,631

​

 

49,008

Distributions payable

​

 

120,830

​

 

115,795

Accounts payable, accrued expenses, and other liabilities

​

 

114,601

​

 

110,999

Total liabilities

​

 

6,084,301

​

 

5,522,648

​

​

​

​

​

​

​

Commitments and contingencies (Note 13)

​

 

  

​

 

  

​

​

​

​

​

​

​

Redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership

​

 

1,192,723

​

 

856,294

​

​

​

​

​

​

​

Equity:

​

 

  

​

 

  

Preferred stock, no par value; 50,000,000 shares authorized:

​

 

  

​

 

  

8.00% Series E Cumulative Convertible; 2,695,363 and 2,695,363 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively

​

 

44,764

​

 

44,764

Series F; 14,331,810 and 14,440,519 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively

​

 

1

​

 

1

Common stock, $0.01 par value; 450,000,000 shares authorized:

​

 

  

​

 

  

308,287,019 and 296,611,579 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively

​

 

3,083

​

 

2,966

Additional paid-in capital

​

 

6,390,547

​

 

5,881,383

Distributions in excess of net income

​

 

(3,335,108)

​

 

(2,685,770)

Accumulated other comprehensive income/(loss), net

​

 

(6,600)

​

 

(9,144)

Total stockholders’ equity

​

 

3,096,687

​

 

3,234,200

Noncontrolling interests

​

 

26,853

​

 

24,391

Total equity

​

 

3,123,540

​

 

3,258,591

Total liabilities and equity

​

$

10,400,564

​

$

9,637,533

​

See accompanying notes to consolidated financial statements.

3

Table of Contents

UDR, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Nine Months Ended

​

​

September 30, 

​

September 30, 

​

    

2021

    

2020

​

2021

​

2020

REVENUES:

    

​

  

    

​

  

    

​

  

    

​

  

Rental income

​

$

328,699

​

$

308,845

​

$

937,641

​

$

934,920

Joint venture management and other fees

​

 

1,071

​

 

1,199

​

 

4,918

​

 

3,861

Total revenues

​

 

329,770

​

 

310,044

​

 

942,559

​

 

938,781

OPERATING EXPENSES:

​

 

  

​

 

  

​

 

  

​

 

  

Property operating and maintenance

​

 

57,708

​

 

53,385

​

 

160,424

​

 

151,585

Real estate taxes and insurance

​

 

51,511

​

 

44,328

​

 

148,043

​

 

134,485

Property management

​

 

9,861

​

 

8,879

​

 

28,129

​

 

26,879

Other operating expenses

​

 

4,237

​

 

5,543

​

 

13,045

​

 

16,609

Real estate depreciation and amortization

​

 

152,636

​

 

151,949

​

 

442,893

​

 

462,481

General and administrative

​

 

15,810

​

 

11,958

​

 

43,673

​

 

37,907

Casualty-related charges/(recoveries), net

​

 

1,568

​

 

—

​

 

4,682

​

 

1,353

Other depreciation and amortization

​

 

3,269

​

 

3,887

​

 

8,472

​

 

7,939

Total operating expenses

​

 

296,600

​

 

279,929

​

​

849,361

​

 

839,238

Gain/(loss) on sale of real estate owned

​

​

—

​

​

—

​

​

50,829

​

​

61,303

Operating income

​

 

33,170

​

 

30,115

​

 

144,027

​

 

160,846

​

​

​

​

​

​

​

​

​

​

​

​

​

Income/(loss) from unconsolidated entities

​

 

14,450

​

 

2,940

​

 

29,123

​

 

14,328

Interest expense

​

 

(36,289)

​

 

(62,268)

​

 

(149,849)

​

 

(140,182)

Interest income and other income/(expense), net

​

 

8,238

​

 

2,183

​

 

12,831

​

 

7,304

Income/(loss) before income taxes

​

 

19,569

​

 

(27,030)

​

 

36,132

​

 

42,296

Tax (provision)/benefit, net

​

 

(529)

​

 

(187)

​

 

(1,283)

​

 

(1,877)

Net income/(loss)

​

 

19,040

​

 

(27,217)

​

 

34,849

​

 

40,419

Net (income)/loss attributable to redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership

​

 

(1,260)

​

 

1,990

​

 

(2,221)

​

 

(2,614)

Net (income)/loss attributable to noncontrolling interests

​

 

(49)

​

 

(31)

​

 

(73)

​

 

(71)

Net income/(loss) attributable to UDR, Inc.

​

 

17,731

​

 

(25,258)

​

 

32,555

​

 

37,734

Distributions to preferred stockholders — Series E (Convertible)

​

 

(1,058)

​

 

(1,051)

​

 

(3,171)

​

 

(3,179)

Net income/(loss) attributable to common stockholders

​

$

16,673

​

$

(26,309)

​

$

29,384

​

$

34,555

​

​

​

​

​

​

​

​

​

​

​

​

​

Income/(loss) per weighted average common share:

​

 

  

​

 

  

​

 

  

​

 

  

Basic

​

$

0.06

​

$

(0.09)

​

$

0.10

​

$

0.12

Diluted

​

$

0.06

​

$

(0.09)

​

$

0.10

​

$

0.12

​

​

​

​

​

​

​

​

​

​

​

​

​

Weighted average number of common shares outstanding:

​

 

  

​

 

  

​

 

  

​

 

  

Basic

​

 

297,828

​

 

294,713

​

 

296,998

​

 

294,627

Diluted

​

 

301,164

​

 

295,003

​

 

298,045

​

 

294,938

​

See accompanying notes to consolidated financial statements.

4

Table of Contents

UDR, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)

(In thousands)

(Unaudited)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Nine Months Ended

​

​

September 30, 

​

September 30, 

​

    

2021

    

2020

​

2021

​

2020

Net income/(loss)

​

$

19,040

​

$

(27,217)

​

$

34,849

​

$

40,419

Other comprehensive income/(loss), including portion attributable to noncontrolling interests:

​

 

  

​

 

  

​

 

  

​

 

  

Other comprehensive income/(loss) - derivative instruments:

​

 

  

​

 

  

​

 

  

​

 

  

Unrealized holding gain/(loss)

​

 

1,389

​

 

(30)

​

 

1,422

​

 

(3,241)

(Gain)/loss reclassified into earnings from other comprehensive income/(loss)

​

 

441

​

 

1,585

​

 

1,314

​

 

3,234

Other comprehensive income/(loss), including portion attributable to noncontrolling interests

​

 

1,830

​

 

1,555

​

 

2,736

​

 

(7)

Comprehensive income/(loss)

​

 

20,870

​

 

(25,662)

​

 

37,585

​

 

40,412

Comprehensive (income)/loss attributable to noncontrolling interests

​

 

(1,437)

​

 

1,850

​

 

(2,486)

​

 

(2,724)

Comprehensive income/(loss) attributable to UDR, Inc.

​

$

19,433

​

$

(23,812)

​

$

35,099

​

$

37,688

​

See accompanying notes to consolidated financial statements.

​

5

Table of Contents

UDR, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(In thousands, except per share data)

(Unaudited)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

​

​

    

​

​

​

Distributions

​

Accumulated Other Comprehensive

​

​

​

​

​

​

​

​

Preferred

​

Common

​

Paid-in

​

in Excess of

​

Income/(Loss),

​

Noncontrolling

​

​

​

​

​

Stock

​

Stock

​

Capital

​

Net Income

​

net

​

Interests

​

Total

Balance at June 30, 2021

​

$

44,765

​

$

2,968

​

$

5,887,838

​

$

(3,143,000)

​

$

(8,301)

​

$

20,903

​

$

2,805,173

Net income/(loss) attributable to UDR, Inc.

​

​

—

​

​

—

​

​

—

​

​

17,731

​

​

—

​

​

—

​

​

17,731

Net income/(loss) attributable to noncontrolling interests

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

41

​

​

41

Long Term Incentive Plan Unit grants/(vestings), net

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

5,909

​

​

5,909

Other comprehensive income/(loss)

​

​

—

​

​

—

​

​

—

​

​

—

​

​

1,701

​

​

—

​

​

1,701

Issuance/(forfeiture) of common and restricted shares, net

​

​

—

​

​

—

​

​

1,489

​

​

—

​

​

—

​

​

—

​

​

1,489

Issuance of common shares through public offering, net

​

​

—

​

​

114

​

​

499,616

​

​

—

​

​

—

​

​

—

​

​

499,730

Adjustment for conversion of noncontrolling interest of unitholders in the Operating Partnership and DownREIT Partnership

​

​

—

​

​

1

​

​

1,604

​

​

—

​

​

—

​

​

—

​

​

1,605

Common stock distributions declared ($0.3625 per share)

​

​

—

​

​

—

​

​

—

​

​

(111,755)

​

​

—

​

​

—

​

​

(111,755)

Preferred stock distributions declared-Series E ($0.3925 per share)

​

​

—

​

​

—

​

​

—

​

​

(1,058)

​

​

—

​

​

—

​

​

(1,058)

Adjustment to reflect redemption value of redeemable noncontrolling interests

​

​

—

​

​

—

​

​

—

​

​

(97,026)

​

​

—

​

​

—

​

​

(97,026)

Balance at September 30, 2021

​

$

44,765

​

$

3,083

​

$

6,390,547

​

$

(3,335,108)

​

$

(6,600)

​

$

26,853

​

$

3,123,540

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

​

​

    

​

​

    

​

​

    

Distributions

​

Accumulated Other Comprehensive

​

​

​

​

​

​

​

​

Preferred

​

Common

​

Paid-in

​

in Excess of

​

Income/(Loss),

​

Noncontrolling

​

​

​

​

​

Stock

​

Stock

​

Capital

​

Net Income

​

net

​

Interests

​

Total

Balance at December 31, 2020

​

$

44,765

​

$

2,966

​

$

5,881,383

​

$

(2,685,770)

​

$

(9,144)

​

$

24,391

​

$

3,258,591

Net income/(loss) attributable to UDR, Inc.

​

​

—

​

​

—

​

​

—

​

​

32,555

​

​

—

​

​

—

​

​

32,555

Net income/(loss) attributable to noncontrolling interests

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

57

​

​

57

Redemption of noncontrolling interests in consolidated real estate

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

(125)

​

​

(125)

Long Term Incentive Plan Unit grants/(vestings), net

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

2,530

​

​

2,530

Other comprehensive income/(loss)

​

​

—

​

​

—

​

​

—

​

​

—

​

​

2,544

​

​

—

​

​

2,544

Issuance/(forfeiture) of common and restricted shares, net

​

​

—

​

​

1

​

​

2,999

​

​

—

​

​

—

​

​

—

​

​

3,000

Issuance of common shares through public offering, net

​

​

—

​

​

114

​

​

499,223

​

​

—

​

​

—

​

​

—

​

​

499,337

Adjustment for conversion of noncontrolling interest of unitholders in the Operating Partnership and DownREIT Partnership

​

​

—

​

​

2

​

​

6,942

​

​

—

​

​

—

​

​

—

​

​

6,944

Common stock distributions declared ($1.0875 per share)

​

​

—

​

​

—

​

​

—

​

​

(327,015)

​

​

—

​

​

—

​

​

(327,015)

Preferred stock distributions declared-Series E ($1.1775 per share)

​

​

—

​

​

—

​

​

—

​

​

(3,171)

​

​

—

​

​

—

​

​

(3,171)

Adjustment to reflect redemption value of redeemable noncontrolling interests

​

​

—

​

​

—

​

​

—

​

​

(351,707)

​

​

—

​

​

—

​

​

(351,707)

Balance at September 30, 2021

​

$

44,765

​

$

3,083

​

$

6,390,547

​

$

(3,335,108)

​

$

(6,600)

​

$

26,853

​

$

3,123,540

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

​

​

    

​

​

    

​

​

    

Distributions

    

Accumulated Other Comprehensive

    

​

​

    

​

​

​

​

Preferred

​

Common

​

Paid-in

​

in Excess of

​

Income/(Loss),

​

Noncontrolling

​

​

​

​

​

Stock

​

Stock

​

Capital

​

Net Income

​

net

​

Interests

​

Total

Balance at June 30, 2020

​

$

44,765

​

$

2,951

​

$

5,794,428

​

$

(2,432,882)

​

$

(11,940)

​

$

17,623

​

$

3,414,945

Net income/(loss) attributable to UDR, Inc.

​

 

—

​

 

—

​

 

—

​

 

(25,258)

​

 

—

​

 

—

​

 

(25,258)

Net income/(loss) attributable to noncontrolling interests

​

 

—

​

 

—

​

 

—

​

 

—

​

 

—

​

 

15

​

 

15

Repurchase of common shares

​

​

—

​

 

(6)

​

 

(19,789)

​

 

—

​

 

—

​

 

—

​

 

(19,795)

Long Term Incentive Plan Unit grants/(vestings), net

​

 

—

​

 

—

​

 

—

​

 

—

​

 

—

​

 

3,158

​

 

3,158

Other comprehensive income/(loss)

​

 

—

​

 

—

​

 

—

​

 

—

​

 

1,446

​

 

—

​

 

1,446

Issuance/(forfeiture) of common and restricted shares, net

​

 

—

​

 

—

​

 

1,255

​

 

—

​

 

—

​

 

—

​

 

1,255

Adjustment for conversion of noncontrolling interest of unitholders in the Operating Partnership and DownREIT Partnership

​

 

—

​

 

—

​

 

373

​

 

—

​

 

—

​

 

—

​

 

373

Common stock distributions declared ($0.36 per share)

​

 

—

​

 

—

​

 

—

​

 

(106,020)

​

 

—

​

 

—

​

 

(106,020)

Preferred stock distributions declared-Series E ($0.3898 per share)

​

 

—

​

 

—

​

 

—

​

 

(1,051)

​

 

—

​

 

—

​

 

(1,051)

Adjustment to reflect redemption value of redeemable noncontrolling interests

​

 

—

​

 

—

​

 

—

​

 

64,384

​

 

—

​

 

—

​

 

64,384

Balance at September 30, 2020

​

$

44,765

​

$

2,945

​

$

5,776,267

​

$

(2,500,827)

​

$

(10,494)

​

$

20,796

​

$

3,333,452

​

​

6

Table of Contents

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

​

​

    

​

​

    

​

​

    

Distributions

    

Accumulated Other Comprehensive

    

​

​

    

​

​

​

​

Preferred

​

Common

​

Paid-in

​

in Excess of

​

Income/(Loss),

​

Noncontrolling

​

​

​

​

​

Stock

​

Stock

​

Capital

​

Net Income

​

net

​

Interests

​

Total

Balance at December 31, 2019

​

$

46,201

​

$

2,946

​

$

5,781,975

​

$

(2,462,132)

​

$

(10,448)

​

$

30,772

​

$

3,389,314

Net income/(loss) attributable to UDR, Inc.

​

 

—

​

 

—

​

 

—

​

 

37,734

​

 

—

​

 

—

​

 

37,734

Net income/(loss) attributable to noncontrolling interests

​

 

—

​

 

—

​

 

—

​

 

—

​

 

—

​

 

24

​

 

24

Repurchase of common shares

​

​

—

​

 

(6)

​

 

(19,789)

​

 

—

​

 

—

​

 

—

​

 

(19,795)

Long Term Incentive Plan Unit grants/(vestings), net

​

 

—

​

 

—

​

 

—

​

 

—

​

 

—

​

 

(10,000)

​

 

(10,000)

Other comprehensive income/(loss)

​

 

—

​

 

—

​

 

—

​

 

—

​

 

(46)

​

 

—

​

 

(46)

Issuance/(forfeiture) of common and restricted shares, net

​

 

—

​

 

1

​

 

1,026

​

 

—

​

 

—

​

 

—

​

 

1,027

Cumulative effect upon adoption of ASC 326

​

​

—

​

 

—

​

 

—

​

 

(2,182)

​

 

—

​

 

—

​

 

(2,182)

Conversion of Series E Cumulative Convertible shares

​

​

(1,436)

​

​

1

​

​

1,435

​

​

—

​

​

—

​

​

—

​

​

—

Adjustment for conversion of noncontrolling interest of unitholders in the Operating Partnership and DownREIT Partnership

​

 

—

​

 

3

​

 

11,620

​

 

—

​

 

—

​

 

—

​

 

11,623

Common stock distributions declared ($1.08 per share)

​

 

—

​

 

—

​

 

—

​

 

(318,442)

​

 

—

​

 

—

​

 

(318,442)

Preferred stock distributions declared-Series E ($1.1694 per share)

​

 

—

​

 

—

​

 

—

​

 

(3,179)

​

 

—

​

 

—

​

 

(3,179)

Adjustment to reflect redemption value of redeemable noncontrolling interests

​

 

—

​

 

—

​

 

—

​

 

247,374

​

 

—

​

 

—

​

 

247,374

Balance at September 30, 2020

​

$

44,765

​

$

2,945

​

$

5,776,267

​

$

(2,500,827)

​

$

(10,494)

​

$

20,796

​

$

3,333,452

​

See accompanying notes to consolidated financial statements.

​

7

Table of Contents

UDR, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands, except for share data)

(Unaudited)

​

​

​

​

​

​

​

​

​

Nine Months Ended September 30, 

​

    

2021

    

2020

Operating Activities

​

​

  

 

​

  

Net income/(loss)

​

$

34,849

​

$

40,419

Adjustments to reconcile net income/(loss) to net cash provided by/(used in) operating activities:

​

 

  

​

 

  

Depreciation and amortization

​

 

451,365

​

 

470,420

(Gain)/loss on sale of real estate owned

​

 

(50,829)

​

 

(61,303)

(Income)/loss from unconsolidated entities

​

 

(29,123)

​

 

(14,328)

Return on investment in unconsolidated joint ventures

​

 

19,402

​

 

1,832

Amortization of share-based compensation

​

 

17,473

​

 

15,086

Loss on extinguishment of debt, net

​

​

42,336

​

​

24,540

Other

​

 

15,102

​

 

4,771

Changes in operating assets and liabilities:

​

 

  

​

 

  

(Increase)/decrease in operating assets

​

 

(13,059)

​

 

(22,628)

Increase/(decrease) in operating liabilities

​

 

(4,347)

​

 

(2,217)

Net cash provided by/(used in) operating activities

​

 

483,169

​

 

456,592

​

​

​

​

​

​

​

Investing Activities

​

 

  

​

 

  

Acquisition of real estate assets

​

 

(904,434)

​

 

(157,101)

Proceeds from sales of real estate investments, net

​

 

154,857

​

 

133,934

Development of real estate assets

​

 

(119,254)

​

 

(88,261)

Capital expenditures and other major improvements — real estate assets

​

 

(112,001)

​

 

(105,257)

Capital expenditures — non-real estate assets

​

 

(10,087)

​

 

(11,345)

Investment in unconsolidated joint ventures

​

 

(67,665)

​

 

(66,893)

Distributions received from unconsolidated joint ventures

​

 

34,494

​

 

8,085

Purchase deposits on pending acquisitions

​

​

(10,000)

​

​

500

Repayment/(issuance) of notes receivable, net

​

 

112,815

​

 

(6,393)

Net cash provided by/(used in) investing activities

​

 

(921,275)

​

 

(292,731)

​

​

​

​

​

​

​

Financing Activities

​

 

  

​

 

  

Payments on secured debt

​

 

(818)

​

 

(358,098)

Proceeds from the issuance of secured debt

​

 

—

​

 

160,930

Payments on unsecured debt

​

​

(300,000)

​

​

(116,894)

Net proceeds from the issuance of unsecured debt

​

 

511,552

​

 

610,896

Net proceeds/(repayment) of commercial paper

​

 

125,000

​

 

(70,000)

Net proceeds/(repayment) of revolving bank debt

​

 

15,062

​

 

5,503

Proceeds from the issuance of common shares through public offering, net

​

 

499,337

​

 

—

Repurchase of common shares

​

​

—

​

​

(19,795)

Distributions paid to redeemable noncontrolling interests

​

 

(25,275)

​

 

(23,913)

Distributions paid to preferred stockholders

​

 

(3,160)

​

 

(3,150)

Distributions paid to common stockholders

​

 

(322,041)

​

 

(313,326)

Payment of prepayment and extinguishment costs

​

​

(40,769)

​

​

(35,495)

Other

​

 

(15,720)

​

 

(9,610)

Net cash provided by/(used in) financing activities

​

 

443,168

​

 

(172,952)

Net increase/(decrease) in cash, cash equivalents, and restricted cash

​

 

5,062

​

 

(9,091)

Cash, cash equivalents, and restricted cash, beginning of year

​

 

24,171

​

 

33,291

Cash, cash equivalents, and restricted cash, end of period

​

$

29,233

​

$

24,200

​

​

​

​

​

​

​

Supplemental Information:

​

 

  

​

 

  

Interest paid during the period, net of amounts capitalized

​

$

126,209

​

$

132,147

Cash paid for amounts included in the measurement of lease liabilities:

​

​

​

​

​

​

Operating cash flows from operating leases

​

​

9,377

​

​

9,377

Cash paid/(refunds received) for income taxes

​

 

3,909

​

 

864

Non-cash transactions:

​

 

  

​

 

  

Secured debt assumed upon acquisition of real estate assets

​

$

201,296

​

$

—

Acquisition of land parcel pursuant to a deed in lieu of foreclosure

​

​

25,000

​

​

—

Cancellation of secured note receivable pursuant to a deed in lieu of foreclosure

​

​

24,869

​

​

—

Transfer of investment in and advances to unconsolidated joint ventures to real estate owned

​

​

—

​

​

14,700

Acquisition of intellectual property in exchange for cancellation of secured note receivable

​

​

—

​

​

2,250

Recognition of allowance for credit losses

​

​

—

​

​

2,182

Vesting of LTIP Units

​

​

14,578

​

​

23,501

Development costs and capital expenditures incurred, but not yet paid

​

 

37,056

​

 

27,705

8

Table of Contents

​

​

​

​

​

​

​

​

​

Nine Months Ended September 30, 

​

    

2021

    

2020

Conversion of Operating Partnership and DownREIT Partnership noncontrolling interests to common stock (168,953 shares in 2021 and 271,176 shares in 2020)

​

 

6,944

​

 

11,623

Dividends declared, but not yet paid

​

 

120,830

​

 

115,055

​

​

​

​

​

​

​

The following reconciles cash, cash equivalents, and restricted cash to amounts as shown above:

​

​

​

​

​

​

Cash, cash equivalents, and restricted cash, beginning of year:

​

​

​

​

​

​

Cash and cash equivalents

​

$

1,409

​

$

8,106

Restricted cash

​

​

22,762

​

​

25,185

Total cash, cash equivalents, and restricted cash as shown above

​

$

24,171

​

$

33,291

Cash, cash equivalents, and restricted cash, end of period:

​

​

​

​

​

​

Cash and cash equivalents

​

$

1,063

​

$

927

Restricted cash

​

​

28,170

​

​

23,273

Total cash, cash equivalents, and restricted cash as shown above

​

$

29,233

​

$

24,200

​

​

See accompanying notes to consolidated financial statements.

​

9

Table of Contents

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2021

1. BASIS OF PRESENTATION

Basis of Presentation

UDR, Inc., collectively with our consolidated subsidiaries (“UDR,” the “Company,” “we,” “our,” or “us”), is a self-administered real estate investment trust, or REIT, that owns, operates, acquires, renovates, develops, redevelops, and manages apartment communities. The accompanying consolidated financial statements include the accounts of UDR and its subsidiaries, including United Dominion Realty, L.P. (the “Operating Partnership” or the “OP”) and UDR Lighthouse DownREIT L.P. (the “DownREIT Partnership”). As of September 30, 2021, there were 185.2 million units in the Operating Partnership (“OP Units”) outstanding, of which 176.2 million OP Units (including 0.1 million of general partnership units), or 95.1%, were owned by UDR and 9.0 million OP Units, or 4.9%, were owned by outside limited partners. As of September 30, 2021, there were 32.4 million units in the DownREIT Partnership (“DownREIT Units”) outstanding, of which 18.9 million, or 58.3%, were owned by UDR and its subsidiaries and 13.5 million, or 41.7%, were owned by outside limited partners. The consolidated financial statements of UDR include the noncontrolling interests of the unitholders in the Operating Partnership and DownREIT Partnership.

The accompanying interim unaudited consolidated financial statements have been prepared according to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted according to such rules and regulations, although management believes that the disclosures are adequate to make the information presented not misleading. In the opinion of management, all adjustments and eliminations necessary for the fair presentation of our financial position as of September 30, 2021, and results of operations for the three and nine months ended September 30, 2021 and 2020, have been included. Such adjustments are normal and recurring in nature. The interim results presented are not necessarily indicative of results that can be expected for a full year, particularly in light of the novel coronavirus disease (“COVID-19”) pandemic and measures intended to mitigate its spread. The accompanying interim unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes for the year ended December 31, 2020 appearing in UDR’s Annual Report on Form 10-K, filed with the SEC on February 18, 2021.

The accompanying interim unaudited consolidated financial statements are presented in accordance with U.S. generally accepted accounting principles (“GAAP”). GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the dates of the interim unaudited consolidated financial statements and the amounts of revenues and expenses during the reporting periods. Actual amounts realized or paid could differ from those estimates. All significant intercompany accounts and transactions have been eliminated in consolidation.

The Company evaluated subsequent events through the date its financial statements were issued. No significant recognized or non-recognized subsequent events were noted other than those noted in Note 3, Real Estate Owned, Note 5, Joint Ventures and Partnerships, Note 7, Secured and Unsecured Debt, Net, Note 8, Income/(Loss) Per Share and Note 13, Commitments and Contingencies.

2. SIGNIFICANT ACCOUNTING POLICIES

Recent Accounting Pronouncements

In March 2020, the SEC adopted rules that amended the financial disclosure requirements for subsidiary issuers and guarantors of registered debt securities in Rule 3-10 of Regulation S-X. Subsequently, in November 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-09, Debt (Topic 470): Amendments to SEC Paragraphs Pursuant to SEC Release No. 33-10762, which revised SEC paragraphs of the codification to reflect, as appropriate, the amended disclosure requirements mentioned above. Under the amended rules, parent companies can provide alternative disclosures in lieu of separate audited financial statements of subsidiary issuers and guarantors that meet certain criteria. We evaluated the criteria and determined that we are eligible for the exceptions, which allow us to provide alternative disclosures for the Operating Partnership, which guarantees certain outstanding debt securities issued by the Company. As a result of the amendments, the Operating Partnership, as subsidiary guarantor, is no longer subject to the filing requirements under Section 15(d) of the Securities Exchange Act of 1934, as

10

Table of Contents

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2021

amended (the “Exchange Act”), and will no longer file separate periodic and current reports in reliance on Rule 12h-5 under the Exchange Act. The alternative disclosures related to the Operating Partnership are presented in Item 2 "Management's Discussion and Analysis of Financial Condition and Results of Operations” in this report.

​

In August 2020, the FASB issued ASU 2020-06, Debt—Debt With Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The ASU simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The updated standard will be effective on January 1, 2022; however, early adoption of the ASU is permitted on January 1, 2021. The Company early adopted the guidance on January 1, 2021; however, the updated standard did not have a material impact on the consolidated financial statements and related disclosures.

​

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848). ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. During the first quarter of 2020, the Company elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur. The ASU has not had a material impact on the consolidated financial statements and the Company does not expect the ASU to have a material impact on the consolidated financial statements on a prospective basis.

​

Principles of Consolidation

The Company accounts for subsidiary partnerships, joint ventures and other similar entities in which it holds an ownership interest in accordance with the consolidation guidance. The Company first evaluates whether each entity is a variable interest entity (“VIE”). Under the VIE model, the Company consolidates an entity when it has control to direct the activities of the VIE and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. Under the voting model, the Company consolidates an entity when it controls the entity through ownership of a majority voting interest.

Real Estate Sales Gain Recognition

​

For sale transactions resulting in a transfer of a controlling financial interest of a property, the Company generally derecognizes the related assets and liabilities from its Consolidated Balance Sheets and records the gain or loss in the period in which the transfer of control occurs. If control of the property has not transferred to the counterparty, the criteria for derecognition are not met and the Company will continue to recognize the related assets and liabilities on its Consolidated Balance Sheets.

​

Sale transactions to entities in which the Company sells a controlling financial interest in a property but retains a noncontrolling interest are accounted for as partial sales. Partial sales resulting in a change in control are accounted for at fair value and a full gain or loss is recognized. Therefore, the Company will record a gain or loss on the partial interest sold, and the initial measurement of our retained interest will be accounted for at fair value.

​

Sales of real estate to joint ventures or other noncontrolled investees are also accounted for at fair value and the Company will record a full gain or loss in the period the property is contributed.

​

To the extent that the Company acquires a controlling financial interest in a property that it previously accounted for as an equity method investment, the Company will not remeasure its previously held interest if the acquisition is treated as an asset acquisition. The Company will include the carrying amount of its previously held equity method interest along with the consideration paid and transaction costs incurred in determining the amounts to allocate to the related assets and liabilities acquired on its Consolidated Balance Sheets. When treated as an asset acquisition, the Company will not recognize a gain or loss on consolidation of a property.

​

11

Table of Contents

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2021

Allowance for Credit Losses

The Company accounts for allowance for credit losses under the current expected credit loss (“CECL”) impairment model for its financial assets, including trade and other receivables, held-to-maturity debt securities, loans and other financial instruments, and presents the net amount of the financial instrument expected to be collected. The CECL impairment model excludes operating lease receivables. The CECL impairment model requires an estimate of expected credit losses, measured over the contractual life of an instrument, that considers forecasts of future economic conditions in addition to information about past events and current conditions. Based on this model, we analyze the following criteria, as applicable in developing allowances for credit losses: historical loss information, the borrower’s ability to make scheduled payments, the remaining time to maturity, the value of underlying collateral, projected future performance of the borrower and macroeconomic trends.

​

The Company measures credit losses of financial assets on a collective (pool) basis when similar risk characteristics exist. If the Company determines that a financial asset does not share risk characteristics with its other financial assets, the Company evaluates the financial asset for expected credit losses on an individual basis. Allowance for credit losses are recorded as a direct reduction from an asset’s amortized cost basis. Credit losses and recoveries are recorded in Interest income and other income/(expense), net on the Consolidated Statements of Operations. Recoveries of financial assets previously written off are recorded when received. For the three and nine months ended September 30, 2021 and 2020, the Company recorded $0.6 million and approximately $(0.1) million, respectively, of credit recoveries/(losses) on the Consolidated Statements of Operations.

​

The Company has made the optional election provided by the standard not to measure allowance for credit losses for accrued interest receivables as the Company writes off any uncollectible accrued interest receivables in a timely manner. The Company periodically evaluates the collectability of its accrued interest receivables. A write-off is recorded when the Company concludes that all or a portion of its accrued interest receivable balance is no longer collectible.

​

Notes Receivable

Notes receivable relate to financing arrangements which are typically secured by real estate, real estate related projects or other assets. Certain of the loans we extend may include characteristics such as options to purchase the project within a specific time window following expected project completion. These characteristics can cause the loans to fall under the definition of a VIE, and thus trigger consolidation consideration. We consider the facts and circumstances pertinent to each loan, including the relative amount of financing we are contributing to the overall project cost, decision making rights or control we hold, and our rights to expected residual gains or our obligations to absorb expected residual losses from the project. If we are deemed to be the primary beneficiary of a VIE due to holding a controlling financial interest, the majority of decision making control, or by other means, consolidation of the VIE would be required. The Company has concluded that it is not the primary beneficiary of the borrowing entities.

Additionally, we analyze each loan arrangement that involves real estate development to consider whether the loan qualifies for accounting as a loan or as an investment in a real estate development project. The Company has evaluated its real estate loans, where appropriate, for accounting treatment as loans versus real estate development projects, as required by ASC 310-10. For each loan, the Company has concluded that the characteristics and the facts and circumstances indicate that loan accounting treatment is appropriate.

12

Table of Contents

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2021

The following table summarizes our Notes receivable, net as of September 30, 2021 and December 31, 2020 (dollars in thousands):

​

​

​

​

​

​

​

​

​

​

​

Interest rate at

​

Balance Outstanding

​

    

September 30, 

    

September 30, 

    

December 31, 

​

​

2021

​

2021

​

2020

Note due February 2021 (a)

​

N/A

​

$

—

​

$

4,000

Note due May 2022 (b)

​

N/A

%

​

—

​

​

20,000

Note due May 2022 (c)

​

14.00

%

​

2,760

​

​

—

Note due October 2022 (d)

 

N/A

%  

​

—

​

​

115,000

Note due January 2023 (e)

​

10.00

%  

​

23,110

​

​

19,685

Notes Receivable

​

​

​

​

25,870

​

​

158,685

Allowance for credit losses

​

​

​

​

(129)

​

​

(693)

Total notes receivable, net

 

  

​

$

25,741

​

$

157,992

(a) In May 2020, the Company entered into a promissory note with an unaffiliated third party with an aggregate commitment of $4.0 million, in connection with the sale of an operating community. In January 2021, the unaffiliated third party repaid the $4.0 million promissory note.
(b) The Company previously had a secured note with an unaffiliated third party with an aggregate commitment of $20.0 million. The note was secured by a parcel of land and related land improvements located in Alameda, California.

In September 2020, the developer defaulted on the loan. As a result of the default, in April 2021, the Company took title to the property pursuant to a deed in lieu of foreclosure. As such, the Company increased its real estate assets owned by approximately $25.0 million, the fair market value of the property on the date of the title transfer, and recorded a $0.1 million gain on extinguishment of the secured note to Interest income and other income/(expense), net on the Consolidated Statements of Operations, which was based on the note’s principal balance and unpaid accrued interest of $4.9 million. (See Note 3, Real Estate Owned for further discussion.)

(c) The Company has a secured note with an unaffiliated third party with an aggregate commitment of $2.8 million, all of which has been funded. The note is secured by a to-be-developed parcel of land in Kissimmee, Florida. Interest payments are due when the loan matures. The note matures in May 2022.
(d) The Company previously had a secured note with an unaffiliated third party with an aggregate commitment of $115.0 million. Interest payments were due when the loan matured. The note was secured by a first priority deed of trust on a 259 apartment home operating community in Bellevue, Washington, which was completed in 2020.

In July 2021, the Company acquired the operating community. In connection with the acquisition of this community, the note and the unpaid accrued interest were paid in full. (See Note 3, Real Estate Owned for further discussion.)

(e) The Company has a secured note with an unaffiliated third party with an aggregate commitment of $25.4 million, of which $23.1 million has been funded, including $3.4 million funded during the nine months ended September 30, 2021. Interest payments are due monthly. The note matures at the earliest of the following: (a) the closing of any private or public capital raising in the amount of $5.0 million or greater; (b) an acquisition; (c) acceleration in the event of default; or (d) January 2023.

In August 2021, the terms of this secured note were amended to increase the aggregate commitment from $22.0 million to $25.4 million.

The Company recognized $0.7 million and $2.0 million of interest income from notes receivable described above during the three months ended September 30, 2021 and 2020, respectively, and $4.6 million and $7.0 million of interest income for the notes receivable described above during the nine months ended September 30, 2021 and 2020, respectively, none of which was related party interest. Interest income is included in Interest income and other income/(expense), net on the Consolidated Statements of Operations.

13

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UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2021

Comprehensive Income/(Loss)

Comprehensive income/(loss), which is defined as the change in equity during each period from transactions and other events and circumstances from nonowner sources, including all changes in equity during a period except for those resulting from investments by or distributions to stockholders, is displayed in the accompanying Consolidated Statements of Comprehensive Income/(Loss). For the three and nine months ended September 30, 2021 and 2020, the Company’s other comprehensive income/(loss) consisted of the gain/(loss) on derivative instruments that are designated as and qualify as cash flow hedges, (gain)/loss on derivative instruments reclassified from other comprehensive income/(loss) into earnings, and the allocation of other comprehensive income/(loss) to noncontrolling interests. The (gain)/loss on derivative instruments reclassified from other comprehensive income/(loss) is included in Interest expense on the Consolidated Statements of Operations. See Note 11, Derivatives and Hedging Activity, for further discussion. The allocation of other comprehensive income/(loss) to redeemable noncontrolling interests during the three months ended September 30, 2021 and 2020 was $0.1 million and $0.1 million, respectively, and during the nine months ended September 30, 2021 and 2020 was $0.2 million and $0.1 million, respectively.

Income Taxes

Due to the structure of the Company as a REIT and the nature of the operations for the operating properties, no provision for federal income taxes has been provided for at UDR. Historically, the Company has generally incurred only state and local excise and franchise taxes. UDR has elected for certain consolidated subsidiaries to be treated as taxable REIT subsidiaries (“TRS”).

Income taxes for our TRS are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities from a change in tax rate is recognized in earnings in the period of the enactment date. The Company’s deferred tax assets/(liabilities) are generally the result of differing depreciable lives on capitalized assets, temporary differences between book and tax basis of assets and liabilities and timing of expense recognition for certain accrued liabilities. As of September 30, 2021 and December 31, 2020, UDR’s net deferred tax asset/(liability) was ($0.7) million and ($3.2) million, respectively, and are recorded in Accounts payable, accrued expenses and other liabilities on the Consolidated Balance Sheets.

GAAP defines a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. GAAP also provides guidance on derecognition, classification, interest and penalties, accounting for interim periods, disclosure and transition.

The Company recognizes and evaluates its tax positions using a two-step process. First, UDR determines whether a tax position is more likely than not (greater than 50 percent probability) to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Second, the Company will determine the amount of benefit to recognize and record the amount that is more likely than not to be realized upon ultimate settlement.

The Company invests in assets that qualify for federal investment tax credits (“ITC”) through our TRS. An ITC reduces federal income taxes payable when qualifying depreciable property is acquired. The ITC is determined as a percentage of cost of the assets. The Company accounts for ITCs under the deferral method, under which the tax benefit from the ITC is deferred and amortized as a tax benefit into Tax (provision)/benefit, net on the Consolidated Statements of Operations over the book life of the qualifying depreciable property. The ITCs are recorded in Accounts payable, accrued expenses and other liabilities on the Consolidated Balance Sheets.

UDR had no material unrecognized tax benefit, accrued interest or penalties at September 30, 2021. UDR and its subsidiaries are subject to federal income tax as well as income tax of various state and local jurisdictions. The tax years 2018 through 2020 remain open to examination by tax jurisdictions to which we are subject. When applicable, UDR recognizes interest and/or penalties related to uncertain tax positions in Tax (provision)/benefit, net on the Consolidated Statements of Operations.

14

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UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2021

​

Forward Sales Agreements

​

The Company utilizes forward sales agreements for the future issuance of its common stock. When the Company enters into a forward sales agreement, the contract requires the Company to sell its shares to a counterparty at a predetermined price at a future date. The net sales price and proceeds attained by the Company will be determined on the dates of settlement, with adjustments during the term of the contract for the Company’s anticipated dividends as well as for a daily interest factor that varies with changes in the federal funds rate. The Company generally has the ability to determine the dates and method of settlement (i.e., gross physical settlement, net share settlement or cash settlement), subject to certain conditions and the right of the counterparty to accelerate settlement under certain circumstances.

​

The Company accounts for the shares of common stock reserved for issuance upon settlement as equity in accordance with ASC 815-40, Contracts in Entity's Own Equity, which permits equity classification when a contract is considered indexed to the entity’s own stock and the contract requires or permits the issuing entity to settle the contract in shares (either physically or net in shares).

​

The guidance establishes a two-step process for evaluating whether an equity-linked financial instrument is considered indexed to the entity’s own stock, first, evaluating the instrument’s contingent exercise provisions and second, evaluating the instrument’s settlement provisions. When entering into forward sales agreements, we determined that (i) none of the agreement’s exercise contingencies are based on observable markets or indices besides those related to the market for our own stock price; and (ii) none of the settlement provisions preclude the agreements from being indexed to our own stock.

​

Before the issuance of shares of common stock, upon physical or net share settlement of the forward sales agreements, the Company expects that the shares issuable upon settlement of the forward sales agreements will be reflected in its diluted income/(loss) per share calculations using the treasury stock method. Under this method, the number of shares of common stock used in calculating diluted income/(loss) per share is deemed to be increased by the excess, if any, of the number of shares of common stock that would be issued upon full physical settlement of the forward sales agreements over the number of shares of common stock that could be purchased by the Company in the open market (based on the average market price during the period) using the proceeds receivable upon full physical settlement (based on the adjusted forward sale price at the end of the reporting period). When the Company physically or net share settles any forward sales agreement, the delivery of shares of common stock would result in an increase in the number of weighted average common shares outstanding and dilution to basic income/(loss) per share. (See Note 8, Income/(Loss) per Share for further discussion.)

​

Impact of COVID-19 Pandemic

​

The Company continues to closely monitor the impact of the COVID-19 pandemic on all aspects of its business. The extent of the pandemic’s effect on our operational and financial performance will depend on future developments, including the duration and intensity of the pandemic, the timing and effectiveness of COVID-19 vaccines, the duration of government measures to mitigate the pandemic and the success of government rental assistance programs, all of which continue to be uncertain and difficult to predict.

​

Given the uncertainty, we cannot predict the effect on future periods, but the adverse impact that could occur on the Company’s future financial condition, results of operations and cash flows could be material, including, but not limited to, as a result of extended or reinstated eviction moratoriums or other restrictions or limitations imposed, the operation of government rent assistance programs, additional rent deferrals, payment plans, lease concessions, waiving late payment fees, charges from potential adjustments to the carrying amount of receivables, and asset impairment charges.

​

During the three and nine months ended September 30, 2021, the Company performed an analysis in accordance with the ASC 842, Leases, guidance to assess the collectibility of its operating lease receivables in light of the COVID-19 pandemic. This analysis included an assessment of collectibility of current and future rents and whether those lease payments were no longer probable of collection. In accordance with the leases guidance, if lease payments are no longer deemed to be probable over the life of the lease contract, we recognize revenue only when cash is received, and all existing contractual operating lease receivables and straight-line lease receivables are reserved.

15

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UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2021

​

As a result of its analysis, the Company reduced its reserve by approximately $3.0 million for multifamily tenant lease receivables and approximately $1.2 million for retail tenant lease receivables for its wholly-owned communities and communities held by joint ventures for the three months ended September 30, 2021. In aggregate, the reduction in reserve is reflected as a $4.1 million increase to Rental income and a $0.1 million increase to Income/(loss) from unconsolidated entities on the Consolidated Statements of Operations for the three months ended September 30, 2021. For the nine months ended September 30, 2021, the Company reserved approximately $1.8 million of incremental multifamily tenant lease receivables and approximately $0.3 million of incremental retail tenant lease receivables for its wholly-owned communities and communities held by joint ventures. In aggregate, the reserve is reflected as a $1.7 million reduction to Rental income and a $0.4 million reduction to Income/(loss) from unconsolidated entities on the Consolidated Statements of Operations for the nine months ended September 30, 2021.The impact to deferred leasing commissions was not material for the three and nine months ended September 30, 2021.

​

The Company did not recognize any other adjustments to the carrying amounts of assets or asset impairment charges due to the COVID-19 pandemic for the nine months ended September 30, 2021.

​

​

​

​

3. REAL ESTATE OWNED

Real estate assets owned by the Company consist of income producing operating properties, properties under development, land held for future development, and held for disposition properties. As of September 30, 2021, the Company owned and consolidated 158 communities in 13 states plus the District of Columbia totaling 52,071 apartment homes. The following table summarizes the carrying amounts for our real estate owned (at cost) as of September 30, 2021 and December 31, 2020 (dollars in thousands):

​

​

​

​

​

​

​

​

​

    

September 30, 

    

December 31, 

​

​

2021

​

2020

Land

​

$

2,301,297

​

$

2,139,765

Depreciable property — held and used:

​

 

  

​

 

  

Land improvements

​

 

238,522

​

 

233,823

Building, improvements, and furniture, fixtures and equipment

​

 

11,313,023

​

 

10,292,782

Real estate intangible assets

​

​

50,030

​

​

40,570

Under development:

​

 

  

​

 

  

Land and land improvements

​

 

74,399

​

 

73,702

Building, improvements, and furniture, fixtures and equipment

​

 

257,246

​

 

174,175

Real estate held for disposition:

​

 

  

​

 

  

Land and land improvements

​

 

17,091

​

 

15,184

Building, improvements, and furniture, fixtures and equipment

​

 

56,361

​

 

101,471

Real estate owned

​

 

14,307,969

​

 

13,071,472

Accumulated depreciation (a)

​

 

(5,017,941)

​

 

(4,605,366)

Real estate owned, net

​

$

9,290,028

​

$

8,466,106

(a) Accumulated depreciation is inclusive of $8.0 million and $5.8 million of accumulated amortization related to real estate intangible assets as of September 30, 2021 and December 31, 2020, respectively.

​

Acquisitions

In January 2021, the Company acquired a 300 apartment home operating community located in Franklin, Massachusetts for approximately $77.4 million. In connection with the acquisition, the Company assumed an above-market mortgage note payable secured by the community with an outstanding balance of approximately $51.8 million. The Company increased its real estate assets owned by approximately $82.0 million, recorded $2.0 million of in-place lease intangibles, and recorded a $6.6 million debt premium in connection with the above-market debt assumed.

In April 2021, the Company acquired a 636 apartment home operating community located in Farmers Branch, Texas for approximately $110.2 million. In connection with the acquisition, the Company assumed an above-market mortgage note payable secured by the community with an outstanding balance of approximately $42.0 million. The

16

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UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2021

Company increased its real estate assets owned by approximately $111.5 million, recorded $3.0 million of in-place lease intangibles, and recorded a $4.3 million debt premium in connection with the above-market debt assumed.

​

The Company previously had a secured note with an unaffiliated third party with an aggregate commitment of $20.0 million. The note was secured by a parcel of land and related land improvements located in Alameda, California. In September 2020, the developer defaulted on the loan. As a result of the default, in April 2021, the Company took title to the property pursuant to a deed in lieu of foreclosure. The Company increased its real estate assets owned by approximately $25.0 million, the fair market value of the property on the date of the title transfer, and recorded a $0.1 million gain on extinguishment of the secured note to Interest income and other income/(expense), net on the Consolidated Statements of Operations. (See Note 2, Significant Accounting Policies for further discussion.)

​

In May 2021, the Company acquired a to-be-developed parcel of land located in Tampa, Florida for approximately $6.6 million.

​

In May 2021, the Company acquired a 945 apartment home operating community located in Frisco, Texas for approximately $166.9 million. In connection with the acquisition, the Company assumed an above-market mortgage note payable secured by the community with an outstanding balance of approximately $89.5 million. The Company increased its real estate assets owned by approximately $169.9 million, recorded $4.1 million of in-place lease intangibles, and recorded a $7.1 million debt premium in connection with the above-market debt assumed.

​

In June 2021, the Company acquired a 468 apartment home operating community located in Germantown, Maryland for approximately $121.9 million. The Company increased its real estate assets owned by approximately $119.3 million and recorded $2.6 million of in-place lease intangibles.

​

In July 2021, the Company acquired a 259 apartment home operating community located in Bellevue, Washington for approximately $171.9 million. The Company previously had a $115.0 million secured note receivable associated with this operating community. The Company increased its real estate assets owned by approximately $169.1 million and recorded $2.8 million of in-place lease intangibles. In connection with the acquisition of this community, the note and the unpaid accrued interest were paid in full. (See Note 2, Significant Accounting Policies for further discussion.)

​

In August 2021, the Company acquired a 544 apartment home operating community located in Germantown, Maryland for approximately $127.2 million. The Company increased its real estate assets owned by approximately $124.4 million and recorded $2.8 million of in-place lease intangibles.

​

In September 2021, the Company acquired a 320 apartment home operating community located in King of Prussia, Pennsylvania for approximately $116.2 million. The Company increased its real estate assets owned by approximately $113.8 million and recorded $2.4 million of in-place lease intangibles.

​

In September 2021, the Company acquired a 192 apartment home operating community located in Towson, Maryland for approximately $57.6 million. The Company increased its real estate assets owned by approximately $54.0 million and recorded $2.4 million of real estate tax intangibles and $1.2 million of in-place lease intangibles.

​

In September 2021, the Company acquired a 339 apartment home operating community located in Philadelphia, Pennsylvania for approximately $147.0 million. The Company increased its real estate assets owned by approximately $137.1 million and recorded $7.1 million of real estate tax intangibles and $2.8 million of in-place lease intangibles.

​

In October 2021, the Company acquired its joint venture partner’s common equity interest in a 330 apartment home operating community located in Orlando, Florida, for a total purchase price of approximately $105.0 million. The Company paid for the community by issuing approximately 0.9 million OP Units (valued at $53.00 per unit) to the seller, which equaled $47.9 million. In connection with the acquisition, the joint venture construction loan of approximately $39.6 million was repaid. The Company previously held a $16.4 million preferred equity investment in the entity on the date of acquisition, which it accounted for as an unconsolidated equity investment (see Note 5, Joint Ventures and Partnerships). As a result, in October 2021, the Company increased its ownership interest to 100% and consolidated the operating community. The Company accounted for the consolidation as an asset acquisition resulting in no gain or loss upon consolidation.

17

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UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2021

​

In October 2021, the Company acquired a 663 apartment home operating community located in Orlando, Florida for approximately $177.5 million.

​

Dispositions

​

In February 2021, the Company sold an operating community located in Anaheim, California with a total of 386 apartment homes for gross proceeds of $156.0 million, resulting in a gain of approximately $50.8 million.

​

In October 2021, the Company sold an operating community located in Anaheim, California with a total of 265 apartment homes for a sales price of $126.0 million, resulting in a gain of approximately $85.3 million.

​

Other Activity

Predevelopment, development, and redevelopment projects and related costs are capitalized and reported on the Consolidated Balance Sheets as Total real estate owned, net of accumulated depreciation. The Company capitalizes costs directly related to the predevelopment, development, and redevelopment of a capital project, which include, but are not limited to, interest, real estate taxes, insurance, and allocated development and redevelopment overhead related to support costs for personnel working on the capital projects. We use our professional judgment in determining whether such costs meet the criteria for capitalization or must be expensed as incurred. These costs are capitalized only during the period in which activities necessary to ready an asset for its intended use are in progress and such costs are incremental and identifiable to a specific activity to get the asset ready for its intended use. These costs, excluding the direct costs of development and redevelopment and capitalized interest, for the three months ended September 30, 2021 and 2020, were $2.4 million and $1.6 million, respectively, and $9.2 million and $10.3 million for the nine months ended September 30, 2021 and 2020, respectively. Total capitalized interest was $2.4 million and $1.8 million for the three months ended September 30, 2021 and 2020, respectively, and $6.8 million and $4.9 million for the nine months ended September 30, 2021 and 2020, respectively. As each apartment home in a capital project is completed and becomes available for lease-up, the Company ceases capitalization on the related portion of the costs and depreciation commences over the estimated useful life.

We record impairment losses on long-lived assets used in operations when events and circumstances indicate that the assets might be impaired and the undiscounted cash flows estimated to be generated by the future operation and disposition of those assets are less than the net book value of those assets. Our cash flow estimates are based upon historical results adjusted to reflect our best estimate of future market and operating conditions and our estimated holding periods. The net book value of impaired assets is reduced to fair value. Our estimates of fair value represent our best estimate based upon Level 3 inputs such as industry trends and reference to market rates and transactions. The Company did not recognize any impairments in the value of its long-lived assets during the three and nine months ended September 30, 2021 and 2020.

In connection with the acquisition of certain properties, the Company agreed to pay certain of the tax liabilities of certain contributors if the Company sells one or more of the properties contributed in a taxable transaction prior to the expiration of specified periods of time following the acquisition. The Company may, however, sell, without being required to pay any tax liabilities, any of such properties in a non-taxable transaction, including, but not limited to, a tax-deferred Section 1031 exchange. 

Further, the Company has agreed to maintain certain debt that may be guaranteed by certain contributors for specified periods of time following the acquisition. The Company, however, has the ability to refinance or repay guaranteed debt or to substitute new debt if the debt and the guaranty continue to satisfy certain conditions.

4. VARIABLE INTEREST ENTITIES

The Company has determined that the Operating Partnership and DownREIT Partnership are VIEs as the limited partners lack substantive kick-out rights and substantive participating rights. The Company has concluded that it is the primary beneficiary of, and therefore consolidates, the Operating Partnership and DownREIT Partnership based on its role as the sole general partner of the Operating Partnership and DownREIT Partnership. The Company’s role as

18

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UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2021

community manager and its equity interests give us the power to direct the activities that most significantly impact the economic performance and the obligation to absorb potentially significant losses or the right to receive potentially significant benefits of the Operating Partnership and DownREIT Partnership.

5. JOINT VENTURES AND PARTNERSHIPS

UDR has entered into joint ventures and partnerships with unrelated third parties to own, operate, acquire, renovate, develop, redevelop, dispose of, and manage real estate assets that are either consolidated and included in Real estate owned on the Consolidated Balance Sheets or are accounted for under the equity method of accounting, and are included in Investment in and advances to unconsolidated joint ventures, net, on the Consolidated Balance Sheets. The Company consolidates the entities that we control as well as any variable interest entity where we are the primary beneficiary. Under the VIE model, the Company consolidates an entity when it has control to direct the activities of the VIE and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. Under the voting model, the Company consolidates an entity when it controls the entity through ownership of a majority voting interest.

UDR’s joint ventures and partnerships are funded with a combination of debt and equity. Our losses are typically limited to our investment and except as noted below, the Company does not guarantee any debt, capital payout or other obligations associated with our joint ventures and partnerships.

The Company recognizes earnings or losses from our investments in unconsolidated joint ventures and partnerships consisting of our proportionate share of the net earnings or losses of the joint ventures and partnerships. In addition, we may earn fees for providing management services for the communities held by the unconsolidated joint ventures and partnerships.

19

Table of Contents

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2021

The following table summarizes the Company’s investment in and advances to unconsolidated joint ventures and partnerships, net, which are accounted for under the equity method of accounting as of September 30, 2021 and December 31, 2020 (dollars in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Number of

​

Number of

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Operating

​

Apartment

​

​

​

​

​

​

​

​

​

​

​

 

​

Income/(loss) from investments

​

​

​

​

Communities

​

Homes

​

Investment at

​

UDR’s Ownership Interest

​

​

Three Months Ended

​

Nine Months Ended

​

  

Location of

  

September 30, 

  

September 30, 

  

September 30, 

  

December 31, 

​

September 30, 

  

​

December 31, 

 

​

September 30, 

​

September 30, 

Joint Ventures

  

Properties

  

2021

    

2021

  

2021

  

2020

​

2021

  

​

2020

 

​

2021

  

2020

​

2021

  

2020

Operating:

​

  

​

  

​

  

​

  

​

​

  

​

​

  

​

​

  

 

​

​

​

​

​

​

​

​

​

​

​

​

UDR/MetLife I

​

Los Angeles, CA

​

1

​

150

​

$

24,497

​

$

26,426

​

50.0

%  

​

50.0

%

​

$

(608)

​

$

(751)

​

$

(1,922)

​

$

(1,863)

UDR/MetLife II

 

Various

 

7

 

1,250

 

​

183,116

 

​

151,353

​

50.0

%  

​

50.0

%

​

​

(289)

​

​

(441)

​

​

(3,126)

​

​

(522)

Other UDR/MetLife Joint Ventures (a)

 

Various

 

5

 

1,437

 

​

70,368

 

​

82,072

​

50.6

%  

​

50.6

%

​

​

(2,859)

​

​

(3,151)

​

​

(9,611)

​

​

(7,275)

West Coast Development Joint Ventures (b)

​

Los Angeles, CA

​

—

​

—

​

​

—

​

​

30,080

​

47.0

%

​

47.0

%

​

​

(128)

​

​

(148)

​

​

2,358

​

​

(284)

Investment in and advances to unconsolidated joint ventures, net, before preferred equity investments and real estate technology investments

 

  

​

$

277,981

​

$

289,931

​

  

 

​

  

​

​

$

(3,884)

​

$

(4,491)

​

$

(12,301)

​

$

(9,944)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Income/(loss) from investments

​

​

​

​

​

​

​

​

​

​

​

Investment at

​

Three Months Ended

​

Nine Months Ended

Developer Capital Program

  

​

  

​

  

Years To

​

UDR

  

September 30, 

  

December 31, 

  

September 30, 

​

September 30, 

and Real Estate Technology Investments (c)

  

Location

  

Rate

  

Maturity

​

Commitment (d)

  

2021

  

2020

  

2021

  

2020

  

2021

  

2020

Preferred equity investments:

 

  

 

  

 

  

​

​

​

​

 

  

​

 

  

​

​

  

​

​

​

​

​

​

  

​

  

1532 Harrison

​

San Francisco, CA

​

11.0

%

0.7

​

$

24,645

​

$

36,088

​

$

34,135

​

​

1,003

​

​

875

​

$

2,896

​

$

2,557

Junction

​

Santa Monica, CA

​

12.0

%

0.8

​

​

8,800

​

​

12,792

​

​

11,699

​

​

379

​

​

337

​

​

1,093

​

​

974

1200 Broadway (e) (f)

​

Nashville, TN

​

12.25

%

1.0

​

​

55,558

​

​

60,594

​

​

69,330

​

​

1,837

​

​

1,347

​

​

4,936

​

​

3,934

1300 Fairmount (f)

​

Philadelphia, PA

​

8.5

%

1.9

​

​

51,393

​

​

63,413

​

​

59,544

​

​

1,338

​

​

1,230

​

​

3,869

​

​

3,587

Essex (g)

​

Orlando, FL

​

12.5

%

1.9

​

​

12,886

​

​

17,629

​

​

16,770

​

​

544

​

​

501

​

​

1,609

​

​

1,448

Modera Lake Merritt (f)

​

Oakland, CA

​

9.0

%

2.5

​

​

27,250

​

​

33,072

​

​

30,928

​

​

739

​

​

675

​

​

2,144

​

​

1,901

Thousand Oaks (f)

​

Thousand Oaks, CA

​

9.0

%

3.3

​

​

20,059

​

​

22,256

​

​

17,919

​

​

497

​

​

240

​

​

1,415

​

​

417

Vernon Boulevard (f)

​

Queens, NY

​

13.0

%

3.8

​

​

40,000

​

​

46,665

​

​

42,360

​

​

1,496

​

​

990

​

​

4,300

​

​

990

Makers Rise (f) (h)

​

Herndon, VA

​

9.0

%

4.2

​

​

30,208

​

​

14,799

​

​

—

​

​

251

​

​

—

​

​

519

​

​

—

121 at Watters (f) (i)

​

Allen, TX

​

9.0

%

4.4

​

​

19,846

​

​

8,968

​

​

—

​

​

234

​

​

—

​

​

462

​

​

—

Infield Phase I (j)

​

Kissimmee, FL

​

14.0

%

2.6

​

​

16,044

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Real estate technology investments:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

RETV I (k)

​

N/A

​

N/A

​

N/A

​

​

18,000

​

​

38,628

​

​

20,587

​

​

9,869

​

​

(100)

​

​

17,975

​

​

4,338

RETV II

​

N/A

​

N/A

​

N/A

​

$

18,000

​

​

5,438

​

​

2,283

​

​

147

​

​

(112)

​

​

209

​

​

—

Total Preferred Equity Investments and Real Estate Technology Investments

​

​

​

​

​

​

​

​

​

​

​

360,342

​

​

305,555

​

​

18,334

​

​

5,983

​

​

41,427

​

​

20,146

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Sold joint ventures and other investments in prior year

​

​

​

​

​

​

​

​

​

​

​

—

​

​

—

​

​

—

​

​

1,448

​

​

(3)

​

​

4,126

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Total Joint Ventures and Developer Capital Program and Real Estate Technology Investments, net (a)

​

​

​

​

$

638,323

​

$

595,486

​

$

14,450

  

$

2,940

​

$

29,123

  

$

14,328

(a) As of September 30, 2021 and December 31, 2020, the Company’s negative investment in 13th and Market Properties LLC of $5.6 million and $4.7 million, respectively, is included in Other UDR/MetLife Joint Ventures in the table above and recorded in Accounts payable, accrued expenses, and other liabilities on the Consolidated Balance Sheet.
(b) In January 2021, the joint venture sold its remaining community, a 293 home operating community located in Los Angeles, California, for a sales price of approximately $121.0 million. As a result, the Company recorded a gain on the sale of approximately $2.5 million.
(c) The Developer Capital Program is the program through which the Company makes investments, including preferred equity investments, mezzanine loans or other structured investments that may receive a fixed yield on the investment and may include provisions pursuant to which the Company participates in the increase in value of the property upon monetization of the applicable property and/or holds fixed price purchase options.
(d) Represents UDR’s maximum funding commitment only and therefore excludes other activity such as income from investments.
(e) In April 2021, the investment balance was paid down by $12.5 million and the Company’s preferred return increased to 12.25%. The Company's preferred return will revert to 8.0% in February 2022 if no capital events occur prior to that date.
(f) The Company’s preferred equity investment receives a variable percentage of the value created from the project upon a capital or liquidating event.

20

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UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2021

(g) In October 2021, the Company acquired its joint venture partner’s common equity interest in a 330 apartment home operating community located in Orlando, Florida for a purchase price of approximately $47.9 million. As a result, in October 2021, the Company consolidated the operating community and it will no longer be accounted for as a preferred equity investment in an unconsolidated joint venture (see Note 3, Real Estate Owned).
(h) In January 2021, the Company entered into a joint venture agreement with an unaffiliated joint venture partner to develop and operate a 356 apartment home community in Herndon, Virginia. The Company’s preferred equity investment of $30.2 million earns a preferred return of 9.0% per annum and receives a variable percentage of the value created from the project upon a capital or liquidating event. The unaffiliated joint venture partner is the managing member of the joint venture and the developer of the community. The Company has concluded that it does not control the joint venture and accounts for it under the equity method of accounting.
(i) In March 2021, the Company entered into a joint venture agreement with an unaffiliated joint venture partner to develop and operate a 469 apartment home community in Allen, Texas. The Company’s preferred equity investment of $19.8 million earns a preferred return of 9.0% per annum and receives a variable percentage of the value created from the project upon a capital or liquidating event. The unaffiliated joint venture partner is the managing member of the joint venture and the developer of the community. The Company has concluded that it does not control the joint venture and accounts for it under the equity method of accounting.
(j) In May 2021, the Company entered into a joint venture agreement with an unaffiliated joint venture partner to develop and operate a 384 apartment home community in Kissimmee, Florida. The Company’s preferred equity investment of $16.0 million earns a preferred return of 14.0% per annum. The unaffiliated joint venture partner is the managing member of the joint venture and the developer of the community. The Company has concluded that it does not control the joint venture and accounts for it under the equity method of accounting.
(k) The Company recognized $9.9 million and $18.0 million of investment income from RETV I for the three and nine months ended September 30, 2021, respectively, which primarily related to unrealized gains from real estate technology investments.

​

As of September 30, 2021 and December 31, 2020, the Company had deferred fees of $8.9 million and $8.4 million, respectively, which will be recognized through earnings over the weighted average life of the related properties, upon the disposition of the properties to a third party, or upon completion of certain development obligations.

The Company recognized management fees of $1.1 million and $1.2 million for the three months ended September 30, 2021 and 2020, respectively, and $4.9 million and $3.9 million for the nine months ended September 30, 2021 and 2020, respectively, for management of the communities held by the joint ventures and partnerships. The management fees are included in Joint venture management and other fees on the Consolidated Statements of Operations.

The Company may, in the future, make additional capital contributions to certain of our joint ventures and partnerships should additional capital contributions be necessary to fund acquisitions or operations.

We consider various factors to determine if a decrease in the value of our Investment in and advances to unconsolidated joint ventures, net is other-than-temporary. These factors include, but are not limited to, age of the venture, our intent and ability to retain our investment in the entity, the financial condition and long-term prospects of the entity, and the relationships with the other joint venture partners and its lenders. Based on the significance of the unobservable inputs, we classify these fair value measurements within Level 3 of the valuation hierarchy. The Company did not incur any other-than-temporary impairments in the value of its investments in unconsolidated joint ventures during the three and nine months ended September 30, 2021 and 2020.

21

Table of Contents

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2021

Combined summary balance sheets relating to the unconsolidated joint ventures’ and partnerships’ (not just our proportionate share) are presented below as of September 30, 2021 and December 31, 2020 (dollars in thousands):

​

​

​

​

​

​

​

​

​

September 30, 

​

December 31, 

​

    

2021

    

2020

Total real estate, net

 

$

2,172,424

 

$

1,904,805

Real estate assets held for sale

​

 

63,492

​

 

88,458

Cash and cash equivalents

​

 

32,954

​

 

22,278

Other assets

​

​

281,456

​

 

150,894

Total assets

 

$

2,550,326

 

$

2,166,435

​

​

​

​

​

​

​

Third party debt, net

​

$

1,275,903

​

$

1,188,710

Liabilities held for sale

​

 

44,221

​

 

55,440

Accounts payable and accrued liabilities

​

​

59,854

​

​

40,556

Total liabilities

 

​

1,379,978

 

​

1,284,706

Total equity

 

$

1,170,348

 

$

881,729

​

Combined summary financial information relating to the unconsolidated joint ventures’ and partnerships’ operations (not just our proportionate share) is presented below for the three and nine months ended September 30, 2021 and 2020 (dollars in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Nine Months Ended

​

​

September 30, 

​

September 30, 

​

    

2021

    

2020

    

2021

    

2020

Total revenues

 

$

33,635

 

$

36,335

 

$

97,777

 

$

114,961

Property operating expenses

​

 

18,128

​

 

16,697

​

 

51,983

​

 

46,462

Real estate depreciation and amortization

​

 

17,486

​

 

16,929

​

 

50,082

​

 

50,085

Gain/(loss) on sale of property

​

​

—

​

​

—

​

​

34,757

​

​

—

Operating income/(loss)

​

 

(1,979)

​

​

2,709

​

 

30,469

​

​

18,414

Interest expense

​

 

(13,181)

​

 

(9,955)

​

 

(32,776)

​

 

(30,451)

Net realized/unrealized gain/(loss) on held investments

​

​

62,013

​

​

(17)

​

​

108,851

​

​

29,295

Other income/(loss)

​

​

(156)

​

​

18

​

​

(1,826)

​

​

127

Net income/(loss)

 

$

46,697

 

$

(7,245)

 

$

104,718

 

$

17,385

​

​

​

​

6. LEASES

Lessee - Ground Leases

UDR owns six communities that are subject to ground leases, under which UDR is the lessee, expiring between 2043 and 2103, inclusive of extension options we are reasonably certain will be exercised. All of these leases are classified as operating leases through the lease term expiration based on our election of the practical expedient provided by the leasing standard. Rental expense for lease payments related to operating leases is recognized on a straight-line basis over the remaining lease term. We currently do not hold any finance leases. The Company also elected the short-term lease exception provided by the leasing standard and therefore only recognizes right-of-use assets and lease liabilities for leases with a term greater than one year. No leases qualified for the short-term lease exception during the three and nine months ended September 30, 2021 and 2020.

As of September 30, 2021 and December 31, 2020, the Operating lease right-of-use assets were $198.3 million and $200.9 million, respectively, and the Operating lease liabilities were $193.3 million and $195.6 million, respectively, on our Consolidated Balance Sheet related to our ground leases. The value of the Operating lease right-of-use assets exceeds the value of the Operating lease liabilities due to prepaid lease payments and intangible assets for ground leases acquired in the purchase of real estate. The calculation of these amounts includes minimum lease payments over the remaining lease term (described further in the table below). Variable lease payments are excluded

22

Table of Contents

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2021

from the right-of-use assets and lease liabilities and are recognized in earnings in the period in which the obligation for those payments is incurred.

As the discount rate implicit in the leases was not readily determinable, we determined the discount rate for these leases utilizing the Company’s incremental borrowing rate at a portfolio level, adjusted for the remaining lease term, and the form of underlying collateral.

The weighted average remaining lease term for these leases was 43.4 years and 43.9 years at September 30, 2021 and December 31, 2020, respectively, and the weighted average discount rate was 5.0% at both September 30, 2021 and December 31, 2020.

Future minimum lease payments and total operating lease liabilities from our ground leases as of September 30, 2021 are as follows (dollars in thousands):

​

​

​

​

​

​

Ground Leases

2021

​

$

3,110

2022

​

​

12,442

2023

​

​

12,442

2024

​

​

12,442

2025

​

​

12,442

Thereafter

​

​

442,778

Total future minimum lease payments (undiscounted)

​

​

495,656

Difference between future undiscounted cash flows and discounted cash flows

​

​

(302,379)

Total operating lease liabilities (discounted)

​

$

193,277

​

For purposes of recognizing our ground lease contracts, the Company uses the minimum lease payments, if stated in the agreement. For ground lease agreements where there is a rent reset provision based on a change in an index or a rate (i.e., changes in fair market rental rates or changes in the consumer price index) but that does not include a specified minimum lease payment, the Company uses the current rent over the remainder of the lease term. If there is a contingency upon which some or all of the variable lease payments that will be paid over the remainder of the lease term are based, which is resolved such that those payments now meet the definition of lease payments, the Company will remeasure the right-of-use asset and lease liability on the reset date.

The components of operating lease expenses were as follows (dollars in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended September 30, 

​

Nine Months Ended September 30, 

​

​

2021

​

2020

​

2021

​

2020

Lease expense:

​

​

​

​

​

​

​

​

​

​

​

​

Contractual lease expense

​

$

3,231

​

$

3,217

​

$

9,691

​

$

9,603

Variable lease expense (a)

​

​

25

​

​

33

​

​

54

​

​

120

Total operating lease expense (b)(c)

​

$

3,256

​

$

3,250

​

$

9,745

​

$

9,723

(a) Variable lease expense includes adjustments such as changes in the consumer price index and payments based on a percentage of a community’s income.
(b) Lease expense is reported within the line item Other operating expenses on the Consolidated Statements of Operations.
(c) For the nine months ended September 30, 2021, Operating lease right-of-use assets and Operating lease liabilities amortized by $2.6 million and $2.3 million, respectively. For the nine months ended September 30, 2020, Operating lease right-of-use assets and Operating lease liabilities amortized by $2.5 million and $2.2 million, respectively. Due to the net impact of the amortization, the Company recorded $0.1 million and $0.1 million of total operating lease expense during the three months ended September 30, 2021 and 2020, respectively, and $0.3 million and $0.3 million of total operating lease expense during the nine months ended September 30, 2021 and 2020, respectively. 

​

23

Table of Contents

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2021

Lessor - Apartment Home, Retail and Commercial Space Leases

​

UDR’s communities and retail and commercial space are leased to tenants under operating leases. As of September 30, 2021, our apartment home leases generally have initial terms of 12 months or less and represent approximately 98.8% of our total lease revenue. As of September 30, 2021, our retail and commercial space leases generally have initial terms of between 5 and 15 years and represent approximately 1.2% of our total lease revenue. Our apartment home leases are generally renewable at the end of the lease term, subject to potential increases in rental rates, and our retail and commercial space leases generally have renewal options, subject to associated increases in rental rates due to market based or fixed price renewal options and certain other conditions. (See Note 14, Reportable Segments for further discussion around our major revenue streams and disaggregation of our revenue.)

​

Future minimum lease payments from our retail and commercial leases as of September 30, 2021 are as follows (dollars in thousands):

​

​

​

​

​

​

Retail and Commercial Leases

2021

​

$

5,822

2022

​

​

24,509

2023

​

​

22,705

2024

​

​

20,396

2025

​

​

17,075

Thereafter

​

​

76,696

Total future minimum lease payments (a)

​

$

167,203

(a)We have excluded our apartment home leases from this table as our apartment home leases generally have initial terms of 12 months or less.

Certain of our leases with retail and commercial tenants provide for the payment by the lessee of additional variable rent based on a percentage of the tenant’s revenue. The amounts shown in the table above do not include these variable percentage rents. The Company recorded variable percentage rents of $0.2 million and less than $0.1 million for the three months ended September 30, 2021 and 2020, respectively, and $0.3 million and $0.1 million during the nine months ended September 30, 2021 and 2020, respectively.

​

​

​

24

Table of Contents

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2021

7. SECURED AND UNSECURED DEBT, NET

The following is a summary of our secured and unsecured debt at September 30, 2021 and December 31, 2020 (dollars in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Principal Outstanding

​

As of September 30, 2021

​

​

​

​

​

​

​

​

Weighted

​

Weighted

​

​

​

​

​

​

​

​

​

​

Average

​

Average

​

Number of

​

​

September 30, 

​

December 31, 

​

Interest

​

Years to

​

Communities

​

    

2021

    

2020

    

Rate

    

Maturity

    

Encumbered

Secured Debt:

​

​

  

​

​

  

​

  

​

  

​

  

Fixed Rate Debt

 

​

  

 

​

  

 

  

 

  

 

  

Mortgage notes payable (a)

​

$

1,007,041

​

$

824,550

 

3.42

%  

6.7

 

14

Deferred financing costs and other non-cash adjustments (b)

​

 

24,668

​

 

10,665

 

  

 

  

 

  

Total fixed rate secured debt, net

​

 

1,031,709

​

 

835,215

 

3.42

%  

6.7

 

14

Variable Rate Debt

​

 

  

​

 

  

 

  

 

  

 

  

Tax-exempt secured notes payable (c)

​

 

27,000

​

 

27,000

 

0.69

%  

10.5

 

1

Deferred financing costs

​

 

(62)

​

 

(68)

 

  

 

  

 

  

Total variable rate secured debt, net

​

 

26,938

​

 

26,932

 

0.69

%  

10.5

 

1

Total Secured Debt, net

​

 

1,058,647

​

 

862,147

 

3.35

%  

6.8

 

15

Unsecured Debt:

​

 

  

​

 

  

 

  

 

  

 

  

Variable Rate Debt

​

 

  

​

 

  

 

  

 

  

 

  

Borrowings outstanding under unsecured credit facility due January 2026 (d) (o)

​

 

—

​

 

—

 

—

%  

4.3

 

  

Borrowings outstanding under unsecured commercial paper program due October 2021 (e) (o)

​

​

315,000

​

​

190,000

​

0.22

%  

0.1

​

​

Borrowings outstanding under unsecured working capital credit facility due January 2024 (f)

​

 

43,086

​

 

28,024

 

0.86

%  

2.3

 

  

Term Loan due January 2027 (d) (o)

​

 

35,000

​

 

35,000

 

0.99

%  

5.3

 

  

Fixed Rate Debt

​

 

  

​

 

  

 

  

 

  

 

  

Term Loan due January 2027 (d) (o)

​

​

315,000

​

 

315,000

 

1.02

%  

5.3

​

​

8.50% Debentures due September 2024

​

 

15,644

​

 

15,644

 

8.50

%  

3.0

 

  

4.00% Medium-Term Notes due October 2025 (net of discounts of $0 and $327, respectively) (g) (o)

​

 

—

​

 

299,673

 

—

%  

—

 

  

2.95% Medium-Term Notes due September 2026 (h) (o)

​

 

300,000

​

 

300,000

 

2.89

%  

4.9

 

  

3.50% Medium-Term Notes due July 2027 (net of discounts of $406 and $458, respectively) (i) (o)

​

​

299,594

​

​

299,542

​

4.03

%  

5.8

​

​

3.50% Medium-Term Notes due January 2028 (net of discounts of $746 and $835, respectively) (o)

​

​

299,254

​

​

299,165

​

3.50

%  

6.3

​

​

4.40% Medium-Term Notes due January 2029 (net of discounts of $4 and $5, respectively) (j) (o)

​

​

299,996

​

​

299,995

​

4.27

%  

7.3

​

​

3.20% Medium-Term Notes due January 2030 (net of premiums of $11,382 and $12,412, respectively) (k) (o)

​

​

611,382

​

​

612,412

​

3.32

%  

8.3

​

​

3.00% Medium-Term Notes due August 2031 (net of premiums/discounts of $11,797 and $1,027, respectively) (l) (o)

​

​

611,797

​

​

398,973

​

3.01

%  

9.9

​

​

2.10% Medium-Term Notes due August 2032 (net of discounts of $382 and $408, respectively) (o)

​

​

399,618

​

​

399,592

​

2.10

%  

10.8

​

​

1.90% Medium-Term Notes due March 2033 (net of discounts of $1,381 and $1,471, respectively) (o)

​

​

348,619

​

​

348,529

​

1.90

%  

11.5

​

​

2.10% Medium-Term Notes due June 2033 (net of discounts of $1,165 and $0, respectively) (m) (o)

​

​

298,835

​

​

—

​

2.10

%  

11.7

​

​

3.10% Medium-Term Notes due November 2034 (net of discounts of $1,155 and $1,221, respectively) (n) (o)

​

​

298,845

​

​

298,779

​

3.13

%  

13.1

​

​

Other

​

 

8

​

 

10

 

  

 

  

 

  

Deferred financing costs

​

 

(27,886)

​

 

(25,937)

 

  

 

  

 

  

Total Unsecured Debt, net

​

 

4,463,792

​

 

4,114,401

 

2.65

%  

8.0

 

  

Total Debt, net

​

$

5,522,439

​

$

4,976,548

 

2.75

%  

7.8

 

  

​

25

Table of Contents

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2021

For purposes of classification of the above table, variable rate debt with a derivative financial instrument designated as a cash flow hedge is deemed as fixed rate debt due to the Company having effectively established a fixed interest rate for the underlying debt instrument.

Our secured debt instruments generally feature either monthly interest and principal or monthly interest-only payments with balloon payments due at maturity. As of September 30, 2021, secured debt encumbered $1.7 billion or 12.0% of UDR’s total real estate owned based upon gross book value ($12.6 billion or 88.0% of UDR’s real estate owned based on gross book value is unencumbered).

(a) At September 30, 2021, fixed rate mortgage notes payable are generally due in monthly installments of principal and interest and mature at various dates from July 2024 through February 2031 and carry interest rates ranging from 2.62% to 4.39%.

During the nine months ended September 30, 2021, the Company assumed three fixed rate mortgage notes payable with an aggregate outstanding balance of $183.3 million and a fair value of $201.3 million in connection with the acquisition of three operating properties, which carry a weighted average interest rate of 3.93%. (see Note 3, Real Estate Owned).

​

The Company will from time to time acquire properties subject to fixed rate debt instruments. In those situations, the Company records the debt at its estimated fair value and amortizes any difference between the fair value and par value to interest expense over the life of the underlying debt instrument.

(b) During the three months ended September 30, 2021 and 2020, the Company had $1.1 million and $14.0 million, respectively, and during the nine months ended September 30, 2021 and 2020, the Company had $2.8 million and $19.1 million, respectively, of amortization of the fair market adjustment of debt assumed in the acquisition of properties inclusive of its fixed rate mortgage notes payable, which was included in Interest expense on the Consolidated Statements of Operations. The unamortized fair market adjustment was a net premium of $28.1 million and $12.9 million at September 30, 2021 and December 31, 2020, respectively.

​

(c) The variable rate mortgage note payable for $27.0 million secures a tax-exempt housing bond issue that matures in March 2032. Interest on this note is payable in monthly installments. As of September 30, 2021, the variable interest rate on the mortgage note was 0.69%.
(d) In September 2021, the Company entered into an amended and restated credit agreement (the “Credit Agreement”) that provides for a $1.3 billion unsecured revolving credit facility (the “Revolving Credit Facility”) and a $350.0 million unsecured term loan (the “Term Loan”). The Credit Agreement allows the total commitments under the Revolving Credit Facility and the total borrowings under the Term Loan to be increased to an aggregate maximum amount of up to $2.5 billion, subject to certain conditions, including obtaining commitments from one or more lenders. The Revolving Credit Facility has a scheduled maturity date of January 31, 2026, with two six-month extension options, subject to certain conditions. The Term Loan has a scheduled maturity date of January 31, 2027.

The Credit Agreement amended and restated the Company’s prior credit agreement, which provided for: (i) a $1.1 billion revolving credit facility scheduled to mature in January 2023 and (ii) a $350.0 million term loan scheduled to mature in September 2023. The prior credit agreement allowed the total commitments under the revolving credit facility and total borrowings under the term loan to be increased to an aggregate maximum amount of up to $2.0 billion, subject to certain conditions.

​

Based on the Company’s current credit rating, the Revolving Credit Facility has an interest rate equal to LIBOR plus a margin of 77.5 basis points and a facility fee of 15 basis points, and the Term Loan has an interest rate equal to LIBOR plus a margin of 85 basis points. Depending on the Company’s credit rating, the margin under the Revolving Credit Facility ranges from 70 to 140 basis points, the facility fee ranges from 10 to 30 basis points, and the margin under the Term Loan ranges from 75 to 160 basis points.

In November 2020, the Company entered into three interest rate swaps, which became effective in January 2021, to hedge against interest rate risk on the Term Loan until July 2022. The all-in weighted average interest rate,

26

Table of Contents

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2021

inclusive of the impact of the interest rate swaps, was 1.02%. In August 2021, the Company entered into two interest rate swaps totaling a $175.0 million notional value, which will become effective in July 2022, to hedge against interest rate risk on the Term Loan until July 2025. The all-in weighted average interest rate, inclusive of the impact of the interest rate swaps will be 1.48%.

​

The Credit Agreement contains customary representations and warranties and financial and other affirmative and negative covenants. The Credit Agreement also includes customary events of default, in certain cases subject to customary periods to cure. The occurrence of an event of default, following the applicable cure period, would permit the lenders to, among other things, declare the unpaid principal, accrued and unpaid interest and all other amounts payable under the Credit Agreement to be immediately due and payable.

The following is a summary of short-term bank borrowings under the Revolving Credit Facility at September 30, 2021 and December 31, 2020 (dollars in thousands):

​

​

​

​

​

​

​

​

​

    

September 30, 

    

December 31, 

​

​

 

2021

 

2020

​

Total revolving credit facility

​

$

1,300,000

​

$

1,100,000

​

Borrowings outstanding at end of period (1)

​

 

—

​

 

—

​

Weighted average daily borrowings during the period ended

​

 

17,473

​

 

42,186

​

Maximum daily borrowings during the period ended

​

 

305,000

​

 

375,000

​

Weighted average interest rate during the period ended

​

 

0.9

%  

 

1.4

%

Interest rate at end of the period

​

 

—

%  

 

—

%

(1) Excludes $2.6 million and $2.8 million of letters of credit at September 30, 2021 and December 31, 2020, respectively.
(e) The Company has an unsecured commercial paper program. Under the terms of the program, the Company may issue unsecured commercial paper up to a maximum aggregate amount outstanding of $700.0 million. The notes are sold under customary terms in the United States commercial paper market and rank pari passu with all of the Company’s other unsecured indebtedness. The notes are fully and unconditionally guaranteed by the Operating Partnership.

In July 2021, the maximum aggregate amount was increased from $500.0 million to $700.0 million.

The following is a summary of short-term bank borrowings under the unsecured commercial paper program at September 30, 2021 and December 31, 2020 (dollars in thousands):

​

​

​

​

​

​

​

​

​

    

September 30, 

    

December 31, 

 

​

​

2021

​

2020

 

Total unsecured commercial paper program

 

$

700,000

​

$

500,000

​

Borrowings outstanding at end of period

​

 

315,000

​

 

190,000

​

Weighted average daily borrowings during the period ended

​

 

391,852

​

 

227,090

​

Maximum daily borrowings during the period ended

​

 

700,000

​

 

500,000

​

Weighted average interest rate during the period ended

​

 

0.2

%  

 

0.9

%

Interest rate at end of the period

​

 

0.2

%  

 

0.3

%

​

In October 2021, the entire $315.0 million of outstanding unsecured commercial paper as of September 30, 2021 was repaid at maturity with additional proceeds of unsecured commercial paper with maturity dates in October and November 2021.

(f) The Company has a working capital credit facility, which provides for a $75.0 million unsecured revolving credit facility (the “Working Capital Credit Facility”) with a scheduled maturity date of January 12, 2024. In September 2021, the Company amended the Working Capital Credit Facility to extend the maturity date from January 14, 2022 to January 12, 2024 and lower the margin range for the interest rate. Based on the Company’s current credit rating, the Working Capital Credit Facility now has an interest rate equal to LIBOR plus a margin of 77.5 basis points. Depending on the Company’s credit rating, the margin ranges from 70 to 140 basis points.

27

Table of Contents

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2021

The following is a summary of short-term bank borrowings under the Working Capital Credit Facility at September 30, 2021 and December 31, 2020 (dollars in thousands):

​

​

​

​

​

​

​

​

​

    

September 30, 

    

December 31, 

 

​

​

2021

​

2020

 

Total working capital credit facility

​

$

75,000

​

$

75,000

​

Borrowings outstanding at end of period

​

 

43,086

​

 

28,024

​

Weighted average daily borrowings during the period ended

​

 

10,645

​

 

20,132

​

Maximum daily borrowings during the period ended

​

 

44,607

​

 

54,974

​

Weighted average interest rate during the period ended

​

 

0.9

%  

 

1.4

%

Interest rate at end of the period

​

 

0.9

%  

 

1.0

%

​

(g) In February 2021, the Company redeemed all of its $300.0 million 4.00% senior unsecured medium-term notes due October 2025 (the “2025 Notes”) (plus the make-whole amount and accrued and unpaid interest). The Company incurred extinguishment costs of $42.0 million during the nine months ended September 30, 2021, which was included in Interest expense on the Consolidated Statements of Operations.
(h) The Company previously entered into forward starting interest rate swaps to hedge against interest rate risk on $100.0 million of this debt. The all-in weighted average interest rate, inclusive of the impact of these interest rate swaps, was 2.89%
(i) The Company previously entered into forward starting interest rate swaps to hedge against interest rate risk on $200.0 million of this debt. The all-in weighted average interest rate, inclusive of the impact of these interest rate swaps, was 4.03%.
(j) The Company previously entered into forward starting interest rate swaps to hedge against interest rate risk on $150.0 million of the initial $300.0 million issued. The all-in weighted average interest rate, inclusive of the impact of these interest rate swaps, was 4.27%.
(k) The Company previously entered into forward starting interest rate swaps and treasury lock to hedge against the interest rate risk of this debt. The all-in weighted average interest rate, inclusive of the impact of the forward starting swaps and treasury locks, was 3.32%.
(l) In September 2021, the Company issued an additional $200.0 million of its 3.00% medium-term notes due 2031 (the “2031 Notes”). The notes were priced at 106.388% of the principal amount of the notes to yield 2.259%. This was a further issuance of and forms a single series with the $400.0 million aggregate principal amount of the Company’s 2031 Notes that were issued in August 2019. 

The Company entered into treasury lock agreements to hedge against interest rate risk on $250.0 million of the $600.0 million aggregate principal amount. The all-in weighted average interest rate, inclusive of the impact of the treasury locks, was 3.01%.

​

(m) In February 2021, the Company issued $300.0 million of 2.10% senior unsecured medium-term notes due June 15, 2033. The notes were priced at 99.592% of the principal amount of the notes. The Company used the net proceeds to redeem its 2025 Notes (see footnote (g) above).
(n) The Company previously entered into forward starting interest rate swaps to hedge against the interest rate risk of this debt. The all-in weighted average interest rate, inclusive of the impact of these interest rate swaps, was 3.13%.
(o) The Operating Partnership is the guarantor of this debt.

28

Table of Contents

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2021

The aggregate maturities, including amortizing principal payments on secured and unsecured debt, of total debt for the next ten calendar years subsequent to September 30, 2021 are as follows (dollars in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

Total Fixed

    

Total Variable

    

Total 

    

Total 

    

Total 

Year

​

Secured Debt

​

Secured Debt

​

Secured Debt

​

Unsecured Debt

​

Debt

2021

​

$

279

​

$

—

​

$

279

​

$

315,000

(a)

$

315,279

2022

​

​

1,140

​

​

—

​

​

1,140

​

​

—

​

​

1,140

2023

​

 

1,242

​

 

—

​

 

1,242

​

 

—

​

 

1,242

2024

​

 

96,747

​

 

—

​

 

96,747

​

 

58,730

​

 

155,477

2025

​

 

174,793

​

 

—

​

 

174,793

​

 

—

​

 

174,793

2026

​

 

52,744

​

 

—

​

 

52,744

​

 

300,000

​

 

352,744

2027

​

 

2,860

​

 

—

​

 

2,860

​

 

650,000

​

 

652,860

2028

​

 

162,310

​

 

—

​

 

162,310

​

 

300,000

​

 

462,310

2029

​

 

191,986

​

 

—

​

 

191,986

​

 

300,000

​

 

491,986

2030

​

 

162,010

​

 

—

​

 

162,010

​

 

600,000

​

 

762,010

Thereafter

​

 

160,930

​

 

27,000

​

 

187,930

​

 

1,950,000

​

 

2,137,930

Subtotal

​

 

1,007,041

​

 

27,000

​

 

1,034,041

​

 

4,473,730

​

 

5,507,771

Non-cash (b)

​

 

24,668

​

 

(62)

​

 

24,606

​

 

(9,938)

​

 

14,668

Total

​

$

1,031,709

​

$

26,938

​

$

1,058,647

​

$

4,463,792

​

$

5,522,439

(a) All unsecured debt due in the remainder of 2021 is related to the Company’s commercial paper program.
(b) Includes the unamortized balance of fair market value adjustments, premiums/discounts and deferred financing costs. The Company amortized $1.2 million and $1.1 million, respectively, during the three months ended September 30, 2021 and 2020, and $3.6 million and $3.2 million, respectively, during the nine months ended September 30, 2021 and 2020, of deferred financing costs into Interest expense.

We were in compliance with the covenants of our debt instruments at September 30, 2021.

​

29

Table of Contents

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2021

8. INCOME/(LOSS) PER SHARE

The following table sets forth the computation of basic and diluted income/(loss) per share for the periods presented (dollars and shares in thousands, except per share data):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Nine Months Ended

​

​

​

September 30, 

​

September 30, 

​

​

    

2021

    

2020

    

2021

    

2020

​

Numerator for income/(loss) per share:

​

​

​

​

​

  

​

​

​

​

​

  

​

Net income/(loss)

​

$

19,040

​

$

(27,217)

​

$

34,849

​

$

40,419

​

Net (income)/loss attributable to redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership

​

 

(1,260)

​

 

1,990

​

 

(2,221)

​

 

(2,614)

​

Net (income)/loss attributable to noncontrolling interests

​

 

(49)

​

 

(31)

​

 

(73)

​

 

(71)

​

Net income/(loss) attributable to UDR, Inc.

​

 

17,731

​

 

(25,258)

​

 

32,555

​

 

37,734

​

Distributions to preferred stockholders — Series E (Convertible)

​

 

(1,058)

​

 

(1,051)

​

 

(3,171)

​

 

(3,179)

​

Income/(loss) attributable to common stockholders - basic and diluted

​

$

16,673

​

$

(26,309)

​

$

29,384

​

$

34,555

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Denominator for income/(loss) per share:

​

 

  

​

 

  

​

 

  

​

 

  

​

Weighted average common shares outstanding

​

 

298,075

​

 

294,972

​

 

297,252

​

 

294,891

​

Non-vested restricted stock awards

​

 

(247)

​

 

(259)

​

 

(254)

​

 

(264)

​

Denominator for basic income/(loss) per share

​

 

297,828

​

 

294,713

​

 

296,998

​

 

294,627

​

Incremental shares issuable from assumed conversion of unvested LTIP Units, unvested restricted stock and shares issuable upon settlement of forward sales agreements

​

 

3,336

​

 

290

​

 

1,047

​

 

311

​

Denominator for diluted income/(loss) per share

​

 

301,164

​

 

295,003

​

 

298,045

​

 

294,938

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Income/(loss) per weighted average common share:

​

 

  

​

 

  

​

 

  

​

 

  

​

Basic

​

$

0.06

​

$

(0.09)

​

$

0.10

​

$

0.12

​

Diluted

​

$

0.06

​

$

(0.09)

​

$

0.10

​

$

0.12

​

​

Basic income/(loss) per common share is computed based upon the weighted average number of common shares outstanding. Diluted income/(loss) per common share is computed based upon the weighted average number of common shares outstanding plus the common shares issuable from the assumed conversion of the OP Units and DownREIT Units, convertible preferred stock, stock options, unvested long-term incentive plan units (“LTIP Units”), unvested restricted stock and continuous equity program forward sales agreements. Only those instruments having a dilutive impact on our basic income/(loss) per share are included in diluted income/(loss) per share during the periods. For the three and nine months ended September 30, 2021 and 2020, the effect of the conversion of the OP Units, DownREIT Units and the Company’s Series E preferred stock was not dilutive and therefore not included in the above calculation.

In July 2021, the Company entered into an ATM sales agreement under which the Company may offer and sell up to 20.0 million shares of its common stock, from time to time, to or through its sales agents and may enter into separate forward sales agreements to or through its forward purchasers. Upon entering into the ATM sales agreement, the Company simultaneously terminated the sales agreement for its prior at-the-market equity offering program, which was entered into in July 2017. During the nine months ended September 30, 2021, the Company did not sell any shares of common stock through its ATM program, other than the forward sales described below. As of September 30, 2021, we had 20.0 million shares of common stock available for future issuance under the ATM program, including an aggregate of 5.0 million shares subject to the forward sales agreements described below.

In connection with any forward sales agreement under the Company’s ATM program, the relevant forward purchasers will borrow from third parties and, through the relevant sales agent, acting in its role as forward seller, sell a number of shares of the Company’s common stock equal to the number of shares underlying the agreement. The Company does not initially receive any proceeds from any sale of borrowed shares by the forward seller.

​

During the three months ended September 30, 2021, the Company entered into forward sales agreements under its ATM program for a total of 5.0 million shares of common stock at a weighted average initial forward price per share of $53.86. As of September 30, 2021, the Company had entered into forward sales agreements under its current or prior

30

Table of Contents

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2021

ATM programs for a total of 9.9 million shares of common stock at a weighted average initial forward price per share of $50.31, of which 5.5 million shares had not been settled. The actual forward price per share to be received by the Company upon settlement will be determined on the applicable settlement date based on adjustments made to the initial forward price to reflect the then-current federal funds rate and the amount of dividends paid to holders of UDR common stock over the term of the forward sales agreement. As of September 30, 2021, 4.4 million shares under the forward sales agreements under the ATM programs had been settled at a weighted average forward price per share of $45.68, which is inclusive of adjustments made to reflect the then-current federal funds rate, the amount of dividends paid to holders of UDR common stock and commissions paid to sales agents of approximately $2.1 million, for net proceeds of $201.5 million. The final dates by which the remaining shares sold under the forward sales agreements under the ATM programs must be settled range between June 9, 2022 and September 14, 2022.

​

In March 2021, the Company entered into forward sale agreements to sell 7.0 million shares of its common stock at an initial forward price per share of $43.51. The actual forward price per share to be received by the Company upon settlement was determined on the applicable settlement date based on adjustments made to the initial forward price to reflect the then-current federal funds rate and the amount of dividends paid to holders of UDR common stock over the term of the forward sales agreement. In September 2021, the Company settled all 7.0 million shares at a forward price per share of $42.65, which is inclusive of adjustments made to reflect the then-current federal funds rate, the amount of dividends paid to holders of UDR common stock and commissions paid to sales agents of approximately $6.0 million, for net proceeds of $298.5 million.

​

During the three and nine months ended September 30, 2021, the Company settled 11.4 million shares in aggregate under forward sales agreements under the ATM programs and previously announced forward sales agreements for net proceeds of $500.0 million. Aggregate net proceeds from such forward sales, after deducting related expenses, were $499.3 million.

​

In June 2021, the Company entered into forward sale agreements to sell 6.1 million shares of its common stock at an initial forward price per share of $49.22. The actual forward price per share to be received by the Company upon settlement will be determined on the applicable settlement date based on adjustments made to the initial forward price to reflect the then-current federal funds rate and the amount of dividends paid to holders of UDR common stock over the term of the forward sales agreement. As of September 30, 2021, no shares under the forward sale agreements have been settled. The final date by which shares sold under the forward sale agreements must be settled is June 20, 2022.

​

As of October 25, 2021, we had 20.0 million shares of common stock available for future issuance under the ATM program, including an aggregate of 6.0 million shares subject to the forward sales agreements.

The Company generally has the ability to determine the dates and method of settlement (i.e., gross physical settlement, net share settlement or cash settlement), subject to certain conditions and the right of the counterparty to accelerate settlement under certain circumstances. The Company currently expects to fully physically settle each forward sales agreement with the relevant forward purchaser on one or more dates specified by the Company on or prior to the maturity date of that particular forward sales agreement, in which case the Company expects to receive aggregate net cash proceeds at settlement equal to the number of shares underlying the particular forward sales agreement multiplied by the relevant forward sale price. However, subject to certain exceptions, the Company may also elect, in its discretion, to cash settle or net share settle a particular forward sales agreement, in which case the Company may not receive any proceeds (in the case of cash settlement) or will not receive any proceeds (in the case of net share settlement), and the Company may owe cash (in the case of cash settlement) or shares of UDR common stock (in the case of net share settlement) to the relevant forward purchaser.

​

The following table sets forth the additional shares of common stock outstanding, by equity instrument, if converted to common stock for each of the three and nine months ended September 30, 2021 and 2020 (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Nine Months Ended

​

​

​

September 30, 

​

September 30, 

​

​

​

2021

​

2020

​

2021

​

2020

​

OP/DownREIT Units

    

22,529

    

22,321

    

22,493

    

22,312

    

Convertible preferred stock

 

2,918

 

2,918

 

2,918

 

2,960

 

Unvested LTIP Units and unvested restricted stock

 

3,336

 

290

 

1,047

 

311

 

​

31

Table of Contents

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2021

​

9. NONCONTROLLING INTERESTS

Redeemable Noncontrolling Interests in the Operating Partnership and DownREIT Partnership

Interests in the Operating Partnership and the DownREIT Partnership held by limited partners are represented by OP Units and DownREIT Units, respectively. The income is allocated to holders of OP Units/DownREIT Units based upon net income attributable to common stockholders and the weighted average number of OP Units/DownREIT Units outstanding to total common shares plus OP Units/DownREIT Units outstanding during the period. Capital contributions, distributions, and profits and losses are allocated to noncontrolling interests in accordance with the terms of the partnership agreements of the Operating Partnership and the DownREIT Partnership.

Limited partners of the Operating Partnership and the DownREIT Partnership have the right to require such partnership to redeem all or a portion of the OP Units/DownREIT Units held by the limited partner at a redemption price equal to and in the form of the Cash Amount (as defined in the partnership agreement of the Operating Partnership or the DownREIT Partnership, as applicable), provided that such OP Units/DownREIT Units have been outstanding for at least one year, subject to certain exceptions. UDR, as the general partner of the Operating Partnership and the DownREIT Partnership may, in its sole discretion, purchase the OP Units/DownREIT Units by paying to the limited partner either the Cash Amount or the REIT Share Amount (generally one share of common stock of the Company for each OP Unit/DownREIT Unit), as defined in the partnership agreement of the Operating Partnership or the DownREIT Partnership, as applicable. Accordingly, the Company records the OP Units/DownREIT Units outside of permanent equity and reports the OP Units/DownREIT Units at their redemption value using the Company’s stock price at each balance sheet date.

The following table sets forth redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership for the following period (dollars in thousands):

​

​

​

​

​

Redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership, December 31, 2020

    

$

856,294

​

Mark-to-market adjustment to redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership

​

 

351,707

​

Conversion of OP Units/DownREIT Units to Common Stock

​

 

(6,944)

​

Net income/(loss) attributable to redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership

​

 

2,221

​

Distributions to redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership

​

 

(25,325)

​

Vesting of Long-Term Incentive Plan Units

​

​

14,578

​

Allocation of other comprehensive income/(loss)

​

 

192

​

Redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership, September 30, 2021

​

$

1,192,723

​

​

Noncontrolling Interests

Noncontrolling interests represent interests of unrelated partners and unvested LTIP Units in certain consolidated affiliates, and are presented as part of equity on the Consolidated Balance Sheets since these interests are not redeemable. Net (income)/loss attributable to noncontrolling interests was less than ($0.1) million during each of the three months ended September 30, 2021 and 2020, and ($0.1) million during each of the nine months ended September 30, 2021 and 2020.

The Company grants LTIP Units to certain employees and non-employee directors. The LTIP Units represent an ownership interest in the Operating Partnership and have vesting terms of between one and three years, specific to the individual grants.

Noncontrolling interests related to long-term incentive plan units represent the unvested LTIP Units of these employees and non-employee directors in the Operating Partnership. The net income/(loss) allocated to the unvested

32

Table of Contents

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2021

LTIP Units are included in Net (income)/loss attributable to noncontrolling interests on the Consolidated Statements of Operations.

10. FAIR VALUE OF DERIVATIVES AND FINANCIAL INSTRUMENTS

Fair value is based on the price that would be received to sell an asset or the exit price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level valuation hierarchy prioritizes observable and unobservable inputs used to measure fair value. The fair value hierarchy consists of three broad levels, which are described below:

● Level 1 — Quoted prices in active markets for identical assets or liabilities that the entity has the ability to access.
● Level 2 — Observable inputs other than prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated with observable market data.
● Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

The estimated fair values of the Company’s financial instruments either recorded or disclosed on a recurring basis as of September 30, 2021 and December 31, 2020, are summarized as follows (dollars in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Fair Value at September 30, 2021, Using

​

​

Total

​

​

​

Quoted

​

​

​

​

​

​

Carrying

​

​

​

Prices in

​

​

​

​

​

​

Amount in

​

​

​

Active

​

​

​

​

​

​

​

Statement of

​

​

​

​

Markets

​

Significant

​

​

​

​

​

Financial

​

Fair Value

​

for Identical

​

Other

​

Significant

​

​

Position at

​

Estimate at

​

Assets or

​

Observable

​

Unobservable

​

​

September 30, 

​

September 30, 

​

Liabilities

​

Inputs

​

Inputs

​

​

2021 (a)

​

2021

​

(Level 1)

​

(Level 2)

​

(Level 3)

Description:

    

​

  

    

​

  

    

​

  

    

​

  

    

​

​

Notes receivable, net (b)

​

$

25,741

​

$

26,166

​

$

—

​

$

—

​

$

26,166

Equity securities (c)

​

​

4,345

​

​

4,345

​

​

—

​

​

—

​

​

4,345

Derivatives - Interest rate contracts (d)

​

 

1,285

​

 

1,285

​

 

—

​

 

1,285

​

 

—

Total assets

​

$

31,371

​

$

31,796

​

$

—

​

$

1,285

​

$

30,511

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Derivatives - Interest rate contracts (d)

​

$

148

​

$

148

​

$

—

​

$

148

​

$

—

Secured debt instruments - fixed rate: (e)

​

 

  

​

 

  

​

 

  

​

 

  

​

 

​

Mortgage notes payable

​

​

1,035,158

​

​

1,049,786

​

​

—

​

​

—

​

​

1,049,786

Secured debt instruments - variable rate: (e)

​

 

  

​

 

  

​

 

  

​

 

  

​

 

​

Tax-exempt secured notes payable

​

 

27,000

​

 

27,000

​

 

—

​

 

—

​

 

27,000

Unsecured debt instruments: (e)

​

 

  

​

 

  

​

 

  

​

 

  

​

 

​

Working capital credit facility

​

​

43,086

​

​

43,086

​

​

—

​

​

—

​

​

43,086

Commercial paper program

​

​

315,000

​

​

315,000

​

​

—

​

​

—

​

​

315,000

Unsecured notes

​

​

4,133,592

​

​

4,265,616

​

​

—

​

​

—

​

​

4,265,616

Total liabilities

​

$

5,553,984

​

$

5,700,636

​

$

—

​

$

148

​

$

5,700,488

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership (f)

​

$

1,192,723

​

$

1,192,723

​

$

—

​

$

1,192,723

​

$

—

​

33

Table of Contents

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2021

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Fair Value at December 31, 2020, Using

​

​

Total

​

​

​

Quoted

​

​

​

​

​

​

Carrying

​

​

​

Prices in

​

​

​

​

​

​

Amount in

​

​

​

Active

​

​

​

​

​

​

Statement of

​

​

​

Markets

​

Significant

​

​

​

​

Financial

​

Fair Value

​

for Identical

​

Other

​

Significant

​

​

Position at

​

Estimate at

​

Assets or

​

Observable

​

Unobservable

​

​

December 31, 

​

December 31, 

​

Liabilities

​

Inputs

​

Inputs

​

 

2020 (a)

​

2020

​

(Level 1)

​

(Level 2)

​

(Level 3)

Description:

    

​

  

    

​

  

    

​

  

    

​

  

    

​

​

Notes receivable, net (b)

​

$

157,992

​

$

170,411

​

$

—

​

$

—

​

$

170,411

Derivatives - Interest rate contracts (d)

​

 

2

​

 

2

​

 

—

​

 

2

​

 

—

Total assets

​

$

157,994

​

$

170,413

​

$

—

​

$

2

​

$

170,411

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Derivatives - Interest rate contracts (d)

​

$

167

​

$

167

​

$

—

​

$

167

​

$

—

Secured debt instruments - fixed rate: (e)

​

 

  

​

 

  

​

 

  

​

 

  

​

 

​

Mortgage notes payable

​

​

837,473

​

​

854,084

​

​

—

​

​

—

​

​

854,084

Secured debt instruments - variable rate: (e)

​

 

  

​

 

  

​

 

  

​

 

  

​

 

​

Tax-exempt secured notes payable

​

 

27,000

​

 

27,000

​

 

—

​

 

—

​

 

27,000

Unsecured debt instruments: (e)

​

 

​

​

 

  

​

 

  

​

 

  

​

 

​

Working capital credit facility

​

​

28,024

​

​

28,024

​

​

—

​

​

—

​

​

28,024

Commercial paper program

​

​

190,000

​

​

190,000

​

​

—

​

​

—

​

​

190,000

Unsecured notes

​

​

3,922,314

​

​

4,283,045

​

​

—

​

​

—

​

​

4,283,045

Total liabilities

​

$

5,004,978

​

$

5,382,320

​

$

—

​

$

167

​

$

5,382,153

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership (f)

​

$

856,294

​

$

856,294

​

$

—

​

$

856,294

​

$

—

(a) Balances include fair market value adjustments and exclude deferred financing costs.
(b) See Note 2, Significant Accounting Policies.
(c) The Company holds an investment in a publicly traded real estate technology company that is subject to a lock-up restriction on selling or transferring the investment for a period of time. The investment is valued at the market price at the end of the period less an illiquidity discount of 15.0%. The Company classifies the investment as Level 3 in the fair value hierarchy based upon the lock-up restriction.
(d) See Note 11, Derivatives and Hedging Activity.
(e) See Note 7, Secured and Unsecured Debt, Net.
(f) See Note 9, Noncontrolling Interests.

There were no transfers into or out of any of the levels of the fair value hierarchy during the nine months ended September 30, 2021.

Financial Instruments Carried at Fair Value

The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. The fair values of interest rate swaps and caps are determined using the market standard methodology of discounting the future expected cash receipts that would occur if variable interest rates rise above the strike rate of the caps. The variable interest rates used in the calculation of projected receipts on the cap are based on an expectation of future interest rates derived from observable market interest rate curves and volatilities.

The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of

34

Table of Contents

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2021

its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.

Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. However, as of September 30, 2021 and December 31, 2020, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. In conjunction with the FASB’s fair value measurement guidance, the Company made an accounting policy election to measure the credit risk of its derivative financial instruments that are subject to master netting agreements on a net basis by counterparty portfolio.

Redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership have a redemption feature and are marked to their redemption value. The redemption value is based on the fair value of the Company’s common stock at the redemption date, and therefore, is calculated based on the fair value of the Company’s common stock at the balance sheet date. Since the valuation is based on observable inputs such as quoted prices for similar instruments in active markets, redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership are classified as Level 2.

Financial Instruments Not Carried at Fair Value

At September 30, 2021 and December 31, 2020, the fair values of cash and cash equivalents, restricted cash, accounts receivable, prepaids, real estate taxes payable, accrued interest payable, security deposits and prepaid rent, distributions payable and accounts payable approximated their carrying values because of the short term nature of these instruments. The estimated fair values of other financial instruments, which includes notes receivable and debt instruments, are classified in Level 3 of the fair value hierarchy due to the significant unobservable inputs that are utilized in their respective valuations.

11. DERIVATIVES AND HEDGING ACTIVITY

Risk Management Objective of Using Derivatives

The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk, primarily by managing the amount, sources, and duration of its debt funding and through the use of derivative financial instruments. Specifically, the Company may enter into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s investments and borrowings.

Cash Flow Hedges of Interest Rate Risk

The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps and caps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. Interest rate caps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty if interest rates rise above the strike rate on the contract in exchange for an up-front premium.

The changes in the fair value of derivatives designated and that qualify as cash flow hedges are recorded in Accumulated other comprehensive income/(loss), net on the Consolidated Balance Sheets and subsequently reclassified

35

Table of Contents

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2021

into earnings in the period that the hedged forecasted transaction affects earnings. During the three and nine months ended September 30, 2021 and 2020, such derivatives were used to hedge the variable cash flows associated with existing variable-rate debt.

Amounts reported in Accumulated other comprehensive income/(loss), net on the Consolidated Balance Sheets related to derivatives that will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. Through September 30, 2022, the Company estimates that an additional $1.8 million will be reclassified as an increase to Interest expense.

As of September 30, 2021, the Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk (dollars in thousands):

​

​

​

​

​

​

​

    

Number of

    

​

Product

​

Instruments

​

Notional

Interest rate swaps and caps (a)

​

4

​

$

334,880

(a) In addition to the interest rate swaps summarized above, the Company entered into two additional interest rate swaps with a total notional value of $175.0 million that will become effective in July 2022 upon maturity of the $315.0 million notional value interest rate swaps included above.

Derivatives not designated as hedges are not speculative and are used to manage the Company’s exposure to interest rate movements and other identified risks but do not meet the strict hedge accounting requirements of GAAP. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in earnings. As of September 30, 2021, no derivatives not designated as hedges were held by the Company.

Tabular Disclosure of Fair Values of Derivative Instruments on the Consolidated Balance Sheet

The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the Consolidated Balance Sheets as of September 30, 2021 and December 31, 2020 (dollars in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Asset Derivatives

​

Liability Derivatives

​

​

(included in Other assets)

​

(included in Other liabilities)

​

​

Fair Value at:

​

Fair Value at:

​

​

September 30, 

​

December 31, 

​

September 30, 

​

December 31, 

​

​

2021

​

2020

​

2021

​

2020

Derivatives designated as hedging instruments:

    

​

  

    

​

  

    

​

  

    

​

  

Interest rate products

​

$

1,285

​

$

2

​

$

148

​

$

167

​

Tabular Disclosure of the Effect of Derivative Instruments on the Consolidated Statements of Operations

The tables below present the effect of the Company’s derivative financial instruments on the Consolidated Statements of Operations for the three and nine months ended September 30, 2021 and 2020 (dollars in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Gain/(Loss) Recognized in

​

​

​

​

Gain/(Loss) Reclassified

​

Interest expense

​

​

Unrealized holding gain/(loss) 

​

from Accumulated OCI into

​

(Amount Excluded from

​

​

Recognized in OCI

​

Interest expense

​

Effectiveness Testing)

Derivatives in Cash Flow Hedging Relationships

    

2021

    

2020

    

2021

    

2020

    

2021

    

2020

Three Months Ended September 30, 

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Interest rate products

​

$

1,389

​

$

(30)

​

$

(441)

​

$

(1,585)

​

$

—

​

$

—

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Nine Months Ended September 30, 

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Interest rate products

​

$

1,422

​

$

(3,241)

​

$

(1,314)

​

$

(3,234)

​

$

—

​

$

—

​

36

Table of Contents

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2021

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Nine Months Ended

​

​

September 30, 

​

September 30, 

​

​

2021

​

2020

​

2021

​

2020

Total amount of Interest expense presented on the Consolidated Statements of Operations

​

$

36,289

​

$

62,268

​

$

149,849

​

$

140,182

​

Credit-risk-related Contingent Features

The Company has agreements with its derivative counterparties that contain a provision where the Company could be declared in default on its derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to the Company’s default on the indebtedness.

The Company has certain agreements with some of its derivative counterparties that contain a provision where, in the event of default by the Company or the counterparty, the right of setoff may be exercised. Any amount payable to one party by the other party may be reduced by its setoff against any amounts payable by the other party. Events that give rise to default by either party may include, but are not limited to, the failure to pay or deliver payment under the derivative agreement, the failure to comply with or perform under the derivative agreement, bankruptcy, a merger without assumption of the derivative agreement, or in a merger, a surviving entity’s creditworthiness is materially weaker than the original party to the derivative agreement.

Tabular Disclosure of Offsetting Derivatives

The Company has elected not to offset derivative positions on the consolidated financial statements. The tables below present the effect on its financial position had the Company made the election to offset its derivative positions as of September 30, 2021 and December 31, 2020 (dollars in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

​

​

    

Gross

    

Net Amounts of

    

Gross Amounts Not Offset

​

​

​

​

​

​

​

​

Amounts

​

Assets

​

in the Consolidated

​

​

​

​

​

Gross

​

Offset in the

​

Presented in the

​

Balance Sheet

​

​

​

​

​

Amounts of

​

Consolidated

​

Consolidated

​

​

​

​

Cash

​

​

​

​

​

Recognized

​

Balance

​

Balance Sheets

​

Financial

​

Collateral

​

​

​

Offsetting of Derivative Assets

​

Assets

​

Sheets

​

(a)

​

Instruments

    

Received

    

Net Amount

September 30, 2021

​

$

1,285

​

$

—

​

$

1,285

​

$

(100)

​

$

—

​

$

1,185

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

December 31, 2020

​

$

2

​

$

—

​

$

2

​

$

—

​

$

—

​

$

2

(a) Amounts reconcile to the aggregate fair value of derivative assets in the “Tabular Disclosure of Fair Values of Derivative Instruments on the Consolidated Balance Sheets” located in this footnote.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

​

​

    

Gross

    

Net Amounts of

    

Gross Amounts Not Offset

​

​

​

​

​

​

​

​

Amounts

​

Liabilities

​

in the Consolidated

​

​

​

​

​

Gross

​

Offset in the

​

Presented in the

​

Balance Sheet

​

​

​

​

​

Amounts of

​

Consolidated

​

Consolidated

​

​

​

​

Cash

​

​

​

​

​

Recognized

​

Balance

​

Balance Sheets

​

Financial

​

Collateral

​

​

​

Offsetting of Derivative Liabilities

    

Liabilities

    

Sheets

    

(a)

    

Instruments

    

Posted

    

Net Amount

September 30, 2021

​

$

148

​

$

—

​

$

148

​

$

(100)

​

$

—

​

$

48

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

December 31, 2020

​

$

167

​

$

—

​

$

167

​

$

—

​

$

—

​

$

167

(a) Amounts reconcile to the aggregate fair value of derivative liabilities in the “Tabular Disclosure of Fair Values of Derivative Instruments on the Consolidated Balance Sheets” located in this footnote.

​

​

12. STOCK BASED COMPENSATION

The Company recognized stock based compensation expense, inclusive of awards granted to our non-employee directors, net of capitalization, of $6.2 million and $4.3 million during the three months ended September 30, 2021 and 2020, respectively, and $17.5 million and $15.1 million during the nine months ended September 30, 2021 and 2020, respectively, which are included in General and Administrative on the Consolidated Statements of Operations.

37

Table of Contents

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2021

In May 2021, the stockholders of UDR approved the amendment and restatement of the UDR, Inc. 1999 Long-Term Incentive Plan, which, among other things, increased the number of shares reserved for issuance under such plan by 16,000,000 shares, from 19,000,000 shares to 35,000,000 shares.

13. COMMITMENTS AND CONTINGENCIES

Commitments

Real Estate Commitments

The following summarizes the Company’s real estate commitments at September 30, 2021 (dollars in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

Number

​

UDR's

​

UDR's Remaining

​

​

​

Properties

​

Investment (a)

​

Commitment

​

Wholly-owned — under development

 

5

​

$

331,645

​

$

169,855

 

Joint ventures:

 

  

​

 

  

​

 

  

 

Preferred equity investments

 

3

​

​

23,767

(b)

​

43,377

(b)

Real estate technology investments:

​

​

​

​

​

​

​

​

​

RETV I

​

-

​

​

38,628

​

​

5,220

​

RETV II

​

-

​

​

5,438

​

​

12,600

​

Total

 

  

​

$

399,478

​

$

231,052

 

(a) Represents UDR’s investment as of September 30, 2021.
(b) Represents UDR’s investment in and remaining commitment for Makers Rise, 121 at Watters and Infield Phase I, which are under development as of September 30, 2021.

Purchase Commitments

In September 2021, the Company entered into a contract to acquire a 663 apartment home operating community located in Orlando, Florida, for a purchase price of approximately $177.5 million. The Company made a $10.0 million deposit on the purchase, which is generally non-refundable other than due to a failure of closing conditions pursuant to the terms of the purchase agreement. The acquisition closed in October 2021.

Contingencies

Litigation and Legal Matters

The Company is subject to various legal proceedings and claims arising in the ordinary course of business. The Company cannot determine the ultimate liability with respect to such legal proceedings and claims at this time. The Company believes that such liability, to the extent not provided for through insurance or otherwise, will not have a material adverse effect on our financial condition, results of operations or cash flows.

14. REPORTABLE SEGMENTS

GAAP guidance requires that segment disclosures present the measure(s) used by the Chief Operating Decision Maker to decide how to allocate resources and for purposes of assessing such segments’ performance. UDR’s Chief Operating Decision Maker is comprised of several members of its executive management team who use several generally accepted industry financial measures to assess the performance of the business for our reportable operating segments.

UDR owns and operates multifamily apartment communities that generate rental and other property related income through the leasing of apartment homes to a diverse base of tenants. The primary financial measures for UDR’s apartment communities are rental income and net operating income (“NOI”). Rental income represents gross market rent less adjustments for concessions, vacancy loss and bad debt. NOI is defined as rental income less direct property rental

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UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2021

expenses. Rental expenses include real estate taxes, insurance, personnel, utilities, repairs and maintenance, administrative and marketing. Excluded from NOI is property management expense, which is calculated as 3.0% of property revenue, and land rent. Property management expense covers costs directly related to consolidated property operations, inclusive of corporate management, regional supervision, accounting and other costs. UDR’s Chief Operating Decision Maker utilizes NOI as the key measure of segment profit or loss.

UDR’s two reportable segments are Same-Store Communities and Non-Mature Communities/Other:

● Same-Store Communities represent those communities acquired, developed, and stabilized prior to July 1, 2020 (for quarter-to-date comparison) and January 1, 2020 (for year-to-date comparison) and held as of September 30, 2021. A comparison of operating results from the prior year is meaningful as these communities were owned and had stabilized occupancy and operating expenses as of the beginning of the prior period, there is no plan to conduct substantial redevelopment activities, and the community is not classified as held for disposition within the current year. A community is considered to have stabilized occupancy once it achieves 90% occupancy for at least three consecutive months.
● Non-Mature Communities/Other represent those communities that do not meet the criteria to be included in Same-Store Communities, including, but not limited to, recently acquired, developed and redeveloped communities, and the non-apartment components of mixed use properties.

Management evaluates the performance of each of our apartment communities on a Same-Store Community and Non-Mature Community/Other basis, as well as individually and geographically. This is consistent with the aggregation criteria under GAAP as each of our apartment communities generally has similar economic characteristics, facilities, services, and tenants. Therefore, the Company’s reportable segments have been aggregated by geography in a manner identical to that which is provided to the Chief Operating Decision Maker.

All revenues are from external customers and no single tenant or related group of tenants contributed 10% or more of UDR’s total revenues during the three and nine months ended September 30, 2021 and 2020.

​

The following is a description of the principal streams from which the Company generates its revenue:

Lease Revenue

​

Lease revenue related to leases is recognized on an accrual basis when due from residents or tenants in accordance with ASC 842, Leases. Rental payments are generally due on a monthly basis and recognized on a straight-line basis over the noncancellable lease term because collection of the lease payments was probable at lease commencement, inclusive of any periods covered by an option to extend the lease if the lessee is reasonably certain to exercise that option. In addition, in circumstances where a lease incentive is provided to tenants, the incentive is recognized as a reduction of lease revenue on a straight-line basis over the lease term.

​

Lease revenue also includes all pass-through revenue from retail and residential leases and common area maintenance reimbursements from retail leases. These services represent non-lease components in a contract as the Company transfers a service to the lessee other than the right to use the underlying asset. The Company has elected the practical expedient under the leasing standard to not separate lease and non-lease components from its resident and retail lease contracts as the timing and pattern of revenue recognition for the non-lease component and related lease component are the same and the combined single lease component would be classified as an operating lease.

​

Other Revenue

​

Other revenue is generated by services provided by the Company to its retail and residential tenants and other unrelated third parties. Revenue is measured based on consideration specified in contracts with customers. The Company recognizes revenue when it satisfies a performance obligation by providing the services specified in a contract to the customer. These fees are generally recognized as earned.

​

Joint venture management and other fees

​

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UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2021

The Joint venture management and other fees revenue consists of management fees charged to our equity method joint ventures per the terms of contractual agreements and other fees. Joint venture fee revenue is recognized monthly as the management services are provided and the fees are earned or upon a transaction whereby the Company earns a fee. Joint venture management and other fees are not allocable to a specific reportable segment or segments.

​

The following table details rental income and NOI for UDR’s reportable segments for the three and nine months ended September 30, 2021 and 2020, and reconciles NOI to Net income/(loss) attributable to UDR, Inc. on the Consolidated Statements of Operations (dollars in thousands):

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UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2021

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Nine Months Ended

​

​

September 30, (a)

​

September 30, (b)

​

    

2021

    

2020

    

2021

    

2020

Reportable apartment home segment lease revenue

​

​

​

​

​

​

​

​

​

​

​

​

Same-Store Communities (a)

​

​

  

    

​

  

    

​

  

    

​

  

West Region

​

$

108,042

​

$

101,424

​

$

304,594

​

$

314,060

Mid-Atlantic Region

​

 

61,984

​

 

60,754

​

 

183,291

​

 

184,524

Northeast Region

​

 

52,079

​

 

48,819

​

 

155,996

​

 

159,459

Southeast Region

​

 

38,400

​

 

35,724

​

 

106,668

​

 

101,768

Southwest Region

​

 

24,734

​

 

23,230

​

 

71,710

​

 

70,424

Non-Mature Communities/Other

​

 

33,388

​

 

27,246

​

 

87,624

​

 

76,167

Total segment and consolidated lease revenue

​

$

318,627

​

$

297,197

​

$

909,883

​

$

906,402

​

​

​

​

​

​

​

​

​

​

​

​

​

Reportable apartment home segment other revenue

​

​

​

​

​

​

​

​

​

​

​

​

Same-Store Communities (a)

​

​

  

    

​

  

    

​

  

    

​

  

West Region

​

$

2,673

​

$

3,420

​

$

7,877

​

$

9,186

Mid-Atlantic Region

​

 

2,330

​

 

2,060

​

 

6,006

​

 

5,298

Northeast Region

​

 

1,481

​

 

1,600

​

 

3,573

​

 

4,033

Southeast Region

​

 

1,654

​

 

1,498

​

 

4,861

​

 

4,214

Southwest Region

​

 

1,045

​

 

1,050

​

 

2,976

​

 

2,615

Non-Mature Communities/Other

​

 

889

​

 

2,020

​

 

2,465

​

 

3,172

Total segment and consolidated other revenue

​

$

10,072

​

$

11,648

​

$

27,758

​

$

28,518

​

​

​

​

​

​

​

​

​

​

​

​

​

Total reportable apartment home segment rental income

​

​

​

​

​

​

​

​

​

​

​

​

Same-Store Communities (a)

​

​

  

    

​

  

    

​

  

    

​

  

West Region

​

$

110,715

​

$

104,844

​

$

312,471

​

$

323,246

Mid-Atlantic Region

​

 

64,314

​

 

62,814

​

 

189,297

​

 

189,822

Northeast Region

​

 

53,560

​

 

50,419

​

 

159,569

​

 

163,492

Southeast Region

​

 

40,054

​

 

37,222

​

 

111,529

​

 

105,982

Southwest Region

​

 

25,779

​

 

24,280

​

 

74,686

​

 

73,039

Non-Mature Communities/Other

​

 

34,277

​

 

29,266

​

 

90,089

​

 

79,339

Total segment and consolidated rental income

​

$

328,699

​

$

308,845

​

$

937,641

​

$

934,920

​

​

​

​

​

​

​

​

​

​

​

​

​

Reportable apartment home segment NOI

​

 

  

​

 

  

​

 

  

​

 

  

Same-Store Communities (a)

​

 

  

​

 

  

​

 

  

​

 

  

West Region

​

$

81,562

​

$

76,435

​

$

228,743

​

$

241,071

Mid-Atlantic Region

​

 

43,794

​

 

43,189

​

 

129,931

​

 

132,435

Northeast Region

​

 

33,049

​

 

30,655

​

 

100,619

​

 

108,164

Southeast Region

​

 

26,444

​

 

24,517

​

 

74,926

​

 

71,701

Southwest Region

​

 

16,104

​

 

14,331

​

 

46,253

​

 

44,248

Non-Mature Communities/Other

​

 

18,527

​

 

22,005

​

 

48,702

​

 

51,231

Total segment and consolidated NOI

​

 

219,480

​

 

211,132

​

 

629,174

​

 

648,850

Reconciling items:

​

 

  

​

 

  

​

 

  

​

 

  

Joint venture management and other fees

​

 

1,071

​

 

1,199

​

 

4,918

​

 

3,861

Property management

​

 

(9,861)

​

 

(8,879)

​

 

(28,129)

​

 

(26,879)

Other operating expenses

​

 

(4,237)

​

 

(5,543)

​

 

(13,045)

​

 

(16,609)

Real estate depreciation and amortization

​

 

(152,636)

​

 

(151,949)

​

 

(442,893)

​

 

(462,481)

General and administrative

​

 

(15,810)

​

 

(11,958)

​

 

(43,673)

​

 

(37,907)

Casualty-related (charges)/recoveries, net

​

 

(1,568)

​

 

—

​

 

(4,682)

​

 

(1,353)

Other depreciation and amortization

​

 

(3,269)

​

 

(3,887)

​

 

(8,472)

​

 

(7,939)

Gain/(loss) on sale of real estate owned

​

​

—

​

​

—

​

​

50,829

​

​

61,303

Income/(loss) from unconsolidated entities

​

 

14,450

​

 

2,940

​

 

29,123

​

 

14,328

Interest expense

​

 

(36,289)

​

 

(62,268)

​

 

(149,849)

​

 

(140,182)

Interest income and other income/(expense), net

​

 

8,238

​

 

2,183

​

 

12,831

​

 

7,304

Tax (provision)/benefit, net

​

 

(529)

​

 

(187)

​

 

(1,283)

​

 

(1,877)

Net (income)/loss attributable to redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership

​

 

(1,260)

​

 

1,990

​

 

(2,221)

​

 

(2,614)

Net (income)/loss attributable to noncontrolling interests

​

 

(49)

​

 

(31)

​

 

(73)

​

 

(71)

Net income/(loss) attributable to UDR, Inc.

​

$

17,731

​

$

(25,258)

​

$

32,555

​

$

37,734

(a) Same-Store Community population consisted of 45,713 apartment homes.
(b) Same-Store Community population consisted of 45,143 apartment homes.

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UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2021

​

The following table details the assets of UDR’s reportable segments as of September 30, 2021 and December 31, 2020 (dollars in thousands):

​

​

​

​

​

​

​

​

    

September 30, 

    

December 31, 

​

​

2021

​

2020

Reportable apartment home segment assets:

 

​

  

 

​

  

Same-Store Communities (a):

 

​

  

 

​

  

West Region

​

$

4,273,694

​

$

4,242,973

Mid-Atlantic Region

​

 

2,718,104

​

 

2,698,049

Northeast Region

​

 

2,914,571

​

 

2,900,017

Southeast Region

​

 

1,076,169

​

 

1,059,771

Southwest Region

​

 

898,780

​

 

897,505

Non-Mature Communities/Other

​

 

2,426,651

​

 

1,273,157

Total segment assets

​

 

14,307,969

​

 

13,071,472

Accumulated depreciation

​

 

(5,017,941)

​

 

(4,605,366)

Total segment assets — net book value

​

 

9,290,028

​

 

8,466,106

Reconciling items:

​

 

  

​

 

  

Cash and cash equivalents

​

 

1,063

​

 

1,409

Restricted cash

​

 

28,170

​

 

22,762

Notes receivable, net

​

 

25,741

​

 

157,992

Investment in and advances to unconsolidated joint ventures, net

​

 

643,902

​

 

600,233

Operating lease right-of-use assets

​

​

198,339

​

​

200,913

Other assets

​

 

213,321

​

 

188,118

Total consolidated assets

​

$

10,400,564

​

$

9,637,533

(a) Same-Store Community population consisted of 45,713 apartment homes.

​

Markets included in the above geographic segments are as follows:

i. West Region — Orange County, San Francisco, Seattle, Los Angeles, Monterey Peninsula, Other Southern California and Portland
ii. Mid-Atlantic Region — Metropolitan D.C., Baltimore and Richmond
iii. Northeast Region — Boston, New York and Philadelphia
iv. Southeast Region — Tampa, Orlando, Nashville and Other Florida
v. Southwest Region — Dallas, Austin and Denver

​

​

​

​

​

​

​

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​

​

​

​

​

​

​

​

​

​

[This page is intentionally left blank.]

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​

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​

​

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Item 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the consolidated financial statements appearing elsewhere herein and is based primarily on the consolidated financial statements for the three and nine months ended September 30, 2021 and 2020, of UDR, Inc.

Forward-Looking Statements

This Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such forward-looking statements include, without limitation, statements concerning property acquisitions and dispositions, development activity and capital expenditures, capital raising activities, rent growth, occupancy, rental expense growth and expected or potential impacts of the novel coronavirus disease (“COVID-19”) pandemic. Words such as “expects,” “anticipates,” “intends,” “plans,” “likely,” “will,” “believes,” “seeks,” “estimates,” and variations of such words and similar expressions are intended to identify such forward-looking statements. Such statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from the results of operations or plans expressed or implied by such forward-looking statements. Such factors include, among other things, the impact of the COVID-19 pandemic and measures intended to prevent its spread or address its effects, unfavorable changes in the apartment market, changing economic conditions, the impact of inflation/deflation on rental rates and property operating expenses, expectations concerning the availability of capital and the stability of the capital markets, the impact of competition and competitive pricing, acquisitions, developments and redevelopments not achieving anticipated results, delays in completing developments and redevelopments, delays in completing lease-ups on schedule or at expected rent and occupancy levels, expectations on job growth, home affordability and demand/supply ratio for multifamily housing, expectations concerning development and redevelopment activities, expectations on occupancy levels and rental rates, expectations concerning joint ventures and partnerships with third parties, expectations that automation will help grow net operating income, and expectations on annualized net operating income.

The following factors, among others, could cause our future results to differ materially from those expressed in the forward-looking statements:

● the impact of the COVID-19 pandemic and measures intended to prevent its spread or address its effects;
● general economic conditions;
● unfavorable changes in apartment market and economic conditions that could adversely affect occupancy levels and rental rates, including as a result of COVID-19;
● the failure of acquisitions to achieve anticipated results;
● possible difficulty in selling apartment communities;
● competitive factors that may limit our ability to lease apartment homes or increase or maintain rents;
● insufficient cash flow that could affect our debt financing and create refinancing risk;
● failure to generate sufficient revenue, which could impair our debt service payments and distributions to stockholders;
● development and construction risks that may impact our profitability;
● potential damage from natural disasters, including hurricanes and other weather-related events, which could result in substantial costs to us;
● risks from climate change that impacts our properties or operations;
● risks from extraordinary losses for which we may not have insurance or adequate reserves;
● risks from cybersecurity breaches of our information technology systems and the information technology systems of our third party vendors and other third parties;
● uninsured losses due to insurance deductibles, self-insurance retention, uninsured claims or casualties, or losses in excess of applicable coverage;

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● delays in completing developments and lease-ups on schedule;
● our failure to succeed in new markets;
● risks that third parties who have an interest in or are otherwise involved in projects in which we have an interest, including mezzanine borrowers, joint venture partners or other investors, do not perform as expected;
● changing interest rates, which could increase interest costs and affect the market price of our securities;
● potential liability for environmental contamination, which could result in substantial costs to us;
● the imposition of federal taxes if we fail to qualify as a REIT under the Code in any taxable year;
● our internal control over financial reporting may not be considered effective which could result in a loss of investor confidence in our financial reports, and in turn have an adverse effect on our stock price; and
● changes in real estate laws, tax laws, rent control or stabilization laws or other laws affecting our business.

A discussion of these and other factors affecting our business and prospects is set forth in Part II, Item 1A. Risk Factors. We encourage investors to review these risk factors.

Although we believe that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and therefore such statements included in this Report may not prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that the results or conditions described in such statements or our objectives and plans will be achieved.

Forward-looking statements and such risks, uncertainties and other factors speak only as of the date of this Report, and we expressly disclaim any obligation or undertaking to update or revise any forward-looking statement contained herein, to reflect any change in our expectations with regard thereto, or any other change in events, conditions or circumstances on which any such statement is based, except to the extent otherwise required by law.

COVID-19 Update

On March 11, 2020, the World Health Organization declared COVID-19 a pandemic, and on March 13, 2020, the United States declared a national emergency with respect to COVID-19. The pandemic led governments and other authorities around the world, including federal, state and local authorities in the United States, to impose measures intended to control its spread, including restrictions on freedom of movement and business operations such as travel bans, border closings, business closures, quarantines and shelter-in-place or similar orders. While many of such measures have been lifted, they may be reinstated or other measures imposed. Further, while vaccines have been developed and are being administered, it is unclear when or if vaccines may allow a return to full pre-pandemic activity levels.

While operations have been allowed to fully or partially re-open, no assurance can be given that closures or restrictions will not be reinstated or new measures imposed in the future. Our headquarters, all of our properties and our corporate offices are located in areas that have been subject to shelter-in-place orders and restrictions on the types of businesses that may continue to operate or the manner in which they may operate, for example restrictions on capacity. These orders and restrictions and other impacts of the COVID-19 pandemic have adversely affected, and could continue to adversely affect, the ability of our residents and retail and commercial tenants to pay their rent. It is still uncertain how various legislation or orders adopted by the federal government and state and local governments, or those that may be modified or enacted in the future, may continue to impact, the ability of our residents and retail and commercial tenants to pay their rent. The governmental actions intended to prevent the spread of COVID-19 also caused us to reduce staffing at certain of our locations, and have impacted, and may continue to impact, our ability to conduct our business in the ordinary course. Further, the federal government and a number of the states, counties and municipalities in which we operate have adopted, and may extend or reinstate, eviction moratoriums, either directly or indirectly (such as through direction to law enforcement or courts not to serve notices or take actions related to eviction), which have negatively impacted, and may continue to negatively impact, our ability to enforce our legal and contractual rights and our ability to remove residents or retail and commercial tenants who are not paying their rent and our ability to rent their units or other space to new residents or retail and commercial tenants, respectively. In addition, certain jurisdictions have restricted our ability to charge certain fees, including fees for late payment of rent, and certain jurisdictions have adopted limits on our ability to increase rents. Earlier in the pandemic, we received more requests from our residents and retail and commercial tenants for assistance with respect to paying rent than we have historically received. In response, we instituted a number of initiatives to assist residents and other tenants, including rent

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deferrals, payment plans, and waiving late payment fees when appropriate. Recently, the federal government has allocated funds to rent relief programs run by state and local authorities. Certain of such programs were slow to begin operating and in certain locations funds are taking longer than expected to be distributed. Further, certain of our residents with past due rent may not qualify to receive assistance under such programs. In addition, some of such programs have required, and programs in the future may require, the forgiveness of a portion of the past due rent or other limitations or restrictions in order to participate, or may only provide funds to pay a portion of the past due rent. It is uncertain how such programs will impact our business. Also vaccine mandates that have been adopted or may be adopted by the federal government or in states and localities in which we operate may impact our ability to operate our business in the ordinary course.

​

During the three and nine months ended September 30, 2021, the Company performed an analysis in accordance with the ASC 842, Leases, guidance to assess the collectibility of its operating lease receivables in light of the COVID-19 pandemic. This analysis included an assessment of collectibility of current and future rents and whether those lease payments were no longer probable of collection. In accordance with the leases guidance, if lease payments are no longer deemed to be probable over the life of the lease contract, we recognize revenue only when cash is received, and all existing contractual operating lease receivables and straight-line lease receivables are reserved.

​

As a result of its analysis, the Company reduced its reserve by approximately $3.0 million for multifamily tenant lease receivables and approximately $1.2 million for retail tenant lease receivables for its wholly-owned communities and communities held by joint ventures for the three months ended September 30, 2021. In aggregate, the reduction in reserve is reflected as a $4.1 million increase to Rental income and a $0.1 million increase to Income/(loss) from unconsolidated entities on the Consolidated Statements of Operations for the three months ended September 30, 2021. For the nine months ended September 30, 2021, the Company reserved approximately $1.8 million of incremental multifamily tenant lease receivables and approximately $0.3 million of incremental retail tenant lease receivables for its wholly-owned communities and communities held by joint ventures. In aggregate, the reserve is reflected as a $1.7 million reduction to Rental income and a $0.4 million reduction to Income/(loss) from unconsolidated entities on the Consolidated Statements of Operations for the nine months ended September 30, 2021.The impact to deferred leasing commissions was not material for the three and nine months ended September 30, 2021.

​

The Company did not recognize any other adjustments to the carrying amounts of assets or asset impairment charges due to the COVID-19 pandemic for the nine months ended September 30, 2021.

As of October 25, 2021 we had collected 97.3%, 96.9% and 96.0% of billed monthly rents for our multifamily residents for July, August and September, respectively. October cash rents received are similar when compared to those for July, August and September at corresponding times of prior months.

​

Over the last several years, we have worked to consistently strengthen our balance sheet and improve our liquidity profile, which we believe positions us well to weather the current economic and market challenges. The extent of the COVID-19 pandemic’s effect on our operational and financial performance, however, will depend on future developments, including the duration and intensity of the pandemic, the timing and effectiveness of COVID-19 vaccines and the duration of government measures to mitigate the pandemic, all of which are uncertain and difficult to predict. Given this uncertainty, we cannot predict the effect on future periods, but the adverse impact on our future financial condition, results of operations, and cash flows could be material.

​

Business Overview

We are a self-administered real estate investment trust, or REIT, that owns, operates, acquires, renovates, develops, redevelops, disposes of, and manages multifamily apartment communities. We were formed in 1972 as a Virginia corporation. In June 2003, we changed our state of incorporation from Virginia to Maryland. Our subsidiaries include the Operating Partnership and the DownREIT Partnership. Unless the context otherwise requires, all references in this Report to “we,” “us,” “our,” “the Company,” or “UDR” refer collectively to UDR, Inc., its subsidiaries and its consolidated joint ventures.

At September 30, 2021, our consolidated real estate portfolio included 158 communities in 13 states plus the District of Columbia totaling 52,071 apartment homes. In addition, we have an ownership interest in 6,211 completed or to-be-completed apartment homes through unconsolidated joint ventures or partnerships, including 3,374 apartment homes owned by entities in which we hold preferred equity investments. The Same-Store Community apartment home population for the three and nine months ended September 30, 2021, was 45,713 and 45,143.

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Table of Contents

The following table summarizes our market information by major geographic markets as of and for the three and nine months ended September 30, 2021:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

September 30, 2021

​

Three Months Ended September 30, 2021

​

Nine Months Ended September 30, 2021

​

  

​

  

​

  

Percentage

  

Total

  

​

  

Monthly

  

​

  

Monthly

​

​

Number of

​

Number of

​

of Total 

​

Carrying

​

Average

​

Income per 

​

Average

​

Income per 

​

​

Apartment

​

Apartment

​

Carrying

​

Value (in

​

Physical

​

Occupied

​

Physical

​

Occupied

Same-Store Communities

​

Communities

​

Homes

​

Value

​

thousands)

​

Occupancy

​

Home (a)

​

Occupancy

​

Home (b)

West Region

 

  

 

  

 

  

 

​

  

​

  

 

​

  

 

  

 

​

  

Orange County, CA

 

10

 

4,685

 

10.0

% 

$

1,436,706

​

97.9

%

$

2,694

 

97.6

% 

$

2,566

San Francisco, CA

 

11

 

2,751

 

6.2

% 

​

891,012

​

96.4

% 

​

3,054

 

94.9

% 

​

3,038

Seattle, WA

 

14

 

2,725

 

6.7

%

 

955,551

​

97.6

%

 

2,459

 

97.1

%

 

2,360

Los Angeles, CA

 

4

 

1,225

 

3.3

%

 

466,651

​

97.1

%

 

2,876

 

96.0

%

 

2,651

Monterey Peninsula, CA

 

7

 

1,565

 

1.3

%

 

187,698

​

97.4

%

 

2,028

 

97.0

%

 

1,972

Other Southern California

 

3

 

817

 

1.5

%

 

214,881

​

97.7

%

 

2,504

 

98.1

%

 

2,380

Portland, OR

 

3

 

752

 

0.8

%

 

121,195

​

97.6

%

 

1,904

 

98.4

%

 

1,691

Mid-Atlantic Region

 

  

 

  

 

​

​

 

  

​

  

​

 

  

 

  

​

 

  

Metropolitan D.C.

 

22

 

8,003

 

15.5

%

 

2,220,426

​

97.0

%

 

2,154

 

96.5

%

 

2,128

Baltimore, MD

 

5

 

1,597

 

2.4

%

 

341,754

​

97.4

%

 

1,701

 

98.0

%

 

1,653

Richmond, VA

 

4

 

1,359

 

1.1

%

 

155,924

​

98.1

%

 

1,554

 

98.3

%

 

1,509

Northeast Region

 

  

 

  

 

​

​

 

  

​

  

​

 

  

 

  

​

 

  

Boston, MA

 

10

 

4,139

 

10.9

%

 

1,553,686

​

97.2

%

 

2,734

 

96.6

%

 

2,662

New York, NY

 

5

 

1,825

 

8.8

%

 

1,252,895

​

97.5

%

 

3,457

 

96.3

%

 

3,642

Philadelphia, PA

​

1

​

313

​

0.8

%

​

107,990

​

97.6

%

​

2,304

​

96.4

%

​

2,271

Southeast Region

 

  

 

  

 

​

​

 

  

​

  

​

 

  

 

  

​

 

  

Tampa, FL

 

10

 

3,205

 

3.6

%

 

512,928

​

97.8

%

 

1,732

 

97.6

%

 

1,627

Orlando, FL

 

9

 

2,500

 

1.7

%

 

244,355

​

97.8

%

 

1,474

 

97.4

%

 

1,455

Nashville, TN

 

8

 

2,260

 

1.6

%

 

227,990

​

98.2

%

 

1,443

 

97.9

%

 

1,416

Other Florida

 

1

 

636

 

0.6

%

 

90,896

​

98.4

%

 

1,785

 

98.1

%

 

1,749

Southwest Region

 

  

 

  

 

​

​

 

  

​

  

​

 

  

 

  

​

 

  

Dallas, TX

 

11

 

3,866

 

4.1

%

 

580,698

​

98.0

%

 

1,547

 

97.1

%

 

1,512

Austin, TX

 

4

 

1,272

 

1.2

%

 

172,867

​

98.6

%

 

1,625

 

98.1

%

 

1,586

Denver, CO

​

1

​

218

​

1.0

%

​

145,215

​

96.9

%

​

3,291

​

95.5

%

​

3,085

Total/Average Same-Store Communities

 

143

 

45,713

 

83.1

%

 

11,881,318

​

97.5

%

$

2,201

 

97.0

%

$

2,150

Non-Mature, Commercial Properties & Other

 

14

 

6,093

 

14.1

%

 

2,021,554

​

  

​

 

  

 

  

​

 

  

Total Real Estate Held for Investment

 

157

 

51,806

 

97.2

%

 

13,902,872

​

  

​

 

  

 

  

​

 

  

Real Estate Under Development (b)

 

—

 

—

 

2.3

%

 

331,645

​

  

​

 

  

 

  

​

 

  

Real Estate Held for Disposition (c)

 

1

 

265

 

0.5

%

 

73,452

​

  

​

 

  

 

  

​

 

  

Total Real Estate Owned

 

158

 

52,071

 

100.0

%

 

14,307,969

​

  

​

 

  

 

  

​

 

  

Total Accumulated Depreciation

 

  

 

  

 

  

​

 

(5,017,941)

​

  

​

 

  

 

  

​

 

  

Total Real Estate Owned, Net of Accumulated Depreciation

 

  

 

  

 

  

​

$

9,290,028

​

  

​

 

  

 

  

​

 

  

(a) Monthly Income per Occupied Home represents total monthly revenues divided by the average physical number of occupied apartment homes in our Same-Store portfolio.
(b) As of September 30, 2021, the Company was developing five wholly-owned communities with a total of 1,417 apartment homes, none of which have been completed.
(c) The Company had one community located in Anaheim, California that met the criteria to be classified as held for disposition at September 30, 2021.

We report in two segments: Same-Store Communities and Non-Mature Communities/Other.

Our Same-Store Communities segment represents those communities acquired, developed, and stabilized prior to July 1, 2020 (for quarter-to-date comparison) and January 1, 2020 (for year-to-date comparison) and held as of September 30, 2021. These communities were owned and had stabilized occupancy and operating expenses as of the beginning of the prior period, there is no plan to conduct substantial redevelopment activities, and the communities are not classified as held for disposition within the current year. A community is considered to have stabilized occupancy once it achieves 90% occupancy for at least three consecutive months.

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Table of Contents

Our Non-Mature Communities/Other segment represents those communities that do not meet the criteria to be included in Same-Store Communities, including, but not limited to, recently acquired, developed and redeveloped communities, and the non-apartment components of mixed use properties.

Liquidity and Capital Resources

Liquidity is the ability to meet present and future financial obligations either through operating cash flows, sales of properties, borrowings under our credit agreements, and/or the issuance of debt and/or equity securities. Our primary source of liquidity is our cash flow from operations, as determined by rental rates, occupancy levels, and operating expenses related to our portfolio of apartment homes, and borrowings under our credit agreements. We routinely use our working capital credit facility, our unsecured revolving credit facility and issuances of commercial paper to temporarily fund certain investing and financing activities prior to arranging for longer-term financing or the issuance of equity or debt securities. During the past several years, proceeds from the sale of real estate have been used for both investing and financing activities as we continue to execute on maintaining a diversified portfolio.

We expect to meet our short-term liquidity requirements generally through net cash provided by property operations and borrowings under our credit agreements and our unsecured commercial paper program. We expect to meet certain long-term liquidity requirements such as scheduled debt maturities, the repayment of financing on development activities, and potential property acquisitions, through net cash provided by property operations, secured and unsecured borrowings, the issuance of debt or equity securities, and/or the disposition of properties. We believe that our net cash provided by property operations and borrowings under our credit agreements and our unsecured commercial paper program will continue to be adequate to meet both operating requirements and the payment of dividends by the Company in accordance with REIT requirements. Likewise, the budgeted expenditures for improvements and renovations of certain properties are expected to be funded from property operations, borrowings under credit agreements, the issuance of debt or equity securities, and/or dispositions of properties.

We have a shelf registration statement filed with the Securities and Exchange Commission, or “SEC,” which provides for the issuance of common stock, preferred stock, depositary shares, debt securities, guarantees of debt securities, warrants, subscription rights, purchase contracts and units to facilitate future financing activities in the public capital markets. Access to capital markets is dependent on market conditions at the time of issuance.

In July 2021, the Company entered into an ATM sales agreement under which the Company may offer and sell up to 20.0 million shares of its common stock, from time to time, to or through its sales agents and may enter into separate forward sales agreements to or through its forward purchasers. Upon entering into the ATM sales agreement, the Company simultaneously terminated the sales agreement for its prior at-the-market equity offering program, which was entered into in July 2017. During the nine months ended September 30, 2021, the Company did not sell any shares of common stock through its ATM program, other than the forward sales described below. As of September 30, 2021, we had 20.0 million shares of common stock available for future issuance under the ATM program, including an aggregate of 5.0 million shares subject to the forward sales agreements described below.

During the three months ended September 30, 2021, the Company entered into forward sales agreements under its ATM program for a total of 5.0 million shares of common stock at a weighted average initial forward price per share of $53.86. As of September 30, 2021, the Company had entered into forward sales agreements under its current or prior ATM programs for a total of 9.9 million shares of common stock at a weighted average initial forward price per share of $50.31, of which 5.5 million shares had not been settled. The actual forward price per share to be received by the Company upon settlement will be determined on the applicable settlement date based on adjustments made to the initial forward price to reflect the then-current federal funds rate and the amount of dividends paid to holders of UDR common stock over the term of the forward sales agreement. As of September 30, 2021, 4.4 million shares under the forward sales agreements under the ATM programs had been settled at a weighted average forward price per share of $45.68, which is inclusive of adjustments made to reflect the then-current federal funds rate, the amount of dividends paid to holders of UDR common stock and commissions paid to sales agents of approximately $2.1 million, for net proceeds of $201.5 million. The final dates by which the remaining shares sold under the forward sales agreements under the ATM programs must be settled range between June 9, 2022 and September 14, 2022.

​

In March 2021, the Company entered into forward sale agreements to sell 7.0 million shares of its common stock at an initial forward price per share of $43.51. The actual forward price per share to be received by the Company upon settlement was determined on the applicable settlement date based on adjustments made to the initial forward price to reflect the then-current federal funds rate and the amount of dividends paid to holders of UDR common stock over the term of the forward

48

Table of Contents

sales agreement. In September 2021, the Company settled all 7.0 million shares at a forward price per share of $42.65, which is inclusive of adjustments made to reflect the then-current federal funds rate, the amount of dividends paid to holders of UDR common stock and commissions paid to sales agents of approximately $6.0 million, for net proceeds of $298.5 million.

​

During the three and nine months ended September 30, 2021, the Company settled 11.4 million shares in aggregate under forward sales agreements under the ATM programs and previously announced forward sales agreements for net proceeds of $500.0 million. Aggregate net proceeds from such forward sales, after deducting related expenses, were $499.3 million.

​

In June 2021, the Company entered into forward sale agreements to sell 6.1 million shares of its common stock at an initial forward price per share of $49.22. The actual forward price per share to be received by the Company upon settlement will be determined on the applicable settlement date based on adjustments made to the initial forward price to reflect the then-current federal funds rate and the amount of dividends paid to holders of UDR common stock over the term of the forward sales agreement. As of September 30, 2021, no shares under the forward sale agreements have been settled. The final date by which shares sold under the forward sale agreements must be settled is June 20, 2022.

​

In February 2021, the Company issued $300.0 million of 2.10% senior unsecured medium-term notes due June 15, 2033. The notes were priced at 99.592% of the principal amount of the notes. The Company used the net proceeds to redeem its $300.0 million 4.00% senior unsecured medium-term notes due October 2025 (the “2025 Notes”) (plus the make-whole amount and accrued and unpaid interest). The combined prepayment and make-whole amounts for the purchase of the 2025 Notes totaled approximately $40.8 million.

​

In July 2021, the Company increased its maximum aggregate amount from $500.0 million to $700.0 million on its unsecured commercial paper program.

​

In September 2021, the Company entered into an amended and restated credit agreement (the “Credit Agreement”) that provides for a $1.3 billion unsecured revolving credit facility (the “Revolving Credit Facility”) and a $350.0 million unsecured term loan (the “Term Loan”). The Credit Agreement allows the total commitments under the Revolving Credit Facility and the total borrowings under the Term Loan to be increased to an aggregate maximum amount of up to $2.5 billion, subject to certain conditions, including obtaining commitments from one or more lenders. The Revolving Credit Facility has a scheduled maturity date of January 31, 2026, with two six-month extension options, subject to certain conditions. The Term Loan has a scheduled maturity date of January 31, 2027. The Credit Agreement also lowered the margin range for borrowings under the Revolving Credit Facility and the Term Loan.

​

The Credit Agreement amended and restated the Company’s prior credit agreement, which provided for: (i) a $1.1 billion revolving credit facility scheduled to mature in January 2023 and (ii) a $350.0 million term loan scheduled to mature in September 2023. The prior credit agreement allowed the total commitments under the revolving credit facility and total borrowings under the term loan to be increased to an aggregate maximum amount of up to $2.0 billion, subject to certain conditions.

​

In September 2021, the Company amended the Working Capital Credit Facility to extend the maturity date from January 14, 2022 to January 12, 2024 and lower the margin range for the interest rate. Based on the Company’s current credit rating, the Working Capital Credit Facility now has an interest rate equal to LIBOR plus a margin of 77.5 basis points. Depending on the Company’s credit rating, the margin ranges from 70 to 140 basis points.

​

In September 2021, the Company issued an additional $200.0 million of 3.00% medium-term notes due 2031 (the “2031 Notes”). The notes were priced at 106.388% of the principal amount of the notes to yield 2.259%. This was a further issuance of and forms a single series with the $400.0 million aggregate principal amount of the Company’s 2031 Notes that were issued in August 2019.

​

Future Capital Needs

Future development and redevelopment expenditures may be funded through unsecured or secured credit facilities, unsecured commercial paper, proceeds from the issuance of equity or debt securities, sales of properties, joint ventures, and, to a lesser extent, from cash flows provided by property operations. Acquisition activity in strategic markets may be funded through joint ventures, by the reinvestment of proceeds from the sale of properties, through the issuance of equity or debt securities, the issuance of operating partnership units and the assumption or placement of secured and/or unsecured debt.

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Table of Contents

During the remainder of 2021, we have approximately $0.3 million of secured debt maturing, inclusive of principal amortization, and $315.0 million of unsecured debt maturing, comprised solely of unsecured commercial paper. We anticipate repaying the remaining debt with cash flow from our operations, proceeds from debt or equity offerings, proceeds from dispositions of properties, or from borrowings under our credit agreements and our unsecured commercial paper program.

In October 2021, the entire $315.0 million of outstanding unsecured commercial paper as of September 30, 2021 was repaid at maturity with additional proceeds of unsecured commercial paper with maturity dates in October and November 2021. As of October 25, 2021, we had no borrowings outstanding under the Revolving Credit Facility, leaving $1.3 billion of unused capacity (excluding $2.6 million of letters of credit), and we had $6.9 million outstanding under the Working Capital Credit Facility, leaving $68.1 million of unused capacity.

​

Guarantor Subsidiary Summarized Financial Information

​

UDR has certain outstanding debt securities that are guaranteed by United Dominion Realty, L.P. (the “Operating Partnership”). With respect to this debt, as further outlined below, the Operating Partnership fully and unconditionally guarantees payment of any principal, premium and interest in full to the holders thereof. The Operating Partnership is a subsidiary of UDR, through which UDR conducts a significant portion of its business and holds a substantial amount of its assets. UDR also conducts business through other subsidiaries, including its taxable REIT subsidiaries. In addition to its ownership interest in the Operating Partnership, UDR holds interests in subsidiaries and joint ventures, owns and operates properties, issues securities from time to time and guarantees debt of certain of its subsidiaries. UDR, as the sole general partner of the Operating Partnership, owns 100 percent of the Operating Partnership’s general partnership interests and approximately 95 percent of its limited partnership interests and, by virtue thereof, has the ability to control all of the day-to-day operations of the Operating Partnership. UDR has concluded that it is the primary beneficiary of, and therefore consolidates, the Operating Partnership.

​

The Operating Partnership is the subsidiary guarantor of certain of our registered debt securities, including the $300 million of medium-term notes due September 2026, $300 million of medium-term notes due July 2027, $300 million of medium-term notes due January 2028, $300 million of medium-term notes due January 2029, $600 million of medium-term notes due January 2030, $600 million of medium-term notes due August 2031, $400 million of medium-term notes due August 2032, $350 million of medium-term notes due March 2033, $300 million of medium-term notes due in June 2033 and $300 million of medium-term notes due November 2034.

​

The Operating Partnership fully and unconditionally guarantees payment of any principal, premium and interest in full to the holders of the notes described above. The guarantee forms part of the indenture under which the notes were issued. If, for any reason, we do not make any required payment in respect of the notes when due, the Operating Partnership will cause the payment to be made to, or to the order of, the applicable paying agent on behalf of the trustee. Holders of the notes may enforce their rights under the guarantee directly against the Operating Partnership without first making a demand or taking action against UDR or any other person or entity. The Operating Partnership may, without the consent of the holders of the notes, assume all of our rights and obligations under the notes and, upon such assumption, we will be released from our liabilities under the indenture and the notes.

​

The notes are UDR’s unsecured general obligations and rank equally with all of UDR’s other unsecured and unsubordinated indebtedness outstanding from time to time. As a result, our payment of amounts due on the notes is subordinated to all of our existing and future secured obligations to the extent of the value of the collateral pledged toward any such secured obligation. Our payment of amounts due on the notes also is effectively subordinated to all liabilities, whether secured or unsecured, of any of our non-guarantor subsidiaries because, in the event of a bankruptcy, liquidation, dissolution, reorganization or similar proceeding with respect to such subsidiaries, we, as an equity holder of such subsidiaries, would not receive distributions from such subsidiaries until claims of any creditors of such subsidiaries are satisfied.

​

In March 2020, the SEC adopted amendments to Rule 3-10 of Regulation S-X and created Rule 13-01 to simplify disclosure requirements related to certain registered securities. The rule was effective for the Company on January 4, 2021. As a result of the amendments to Rule 3-10 of Regulation S-X, subsidiary guarantors of obligations issued by the parent are no longer required to provide separate financial statements subject to certain criteria. Such criteria include, among other things, that the parent company is an issuer or co-issuer of the debt, the consolidated financial statements of the parent company have been filed and the subsidiary guarantor is consolidated into those financial statements, and the guaranteed security is debt or debt-like. If the applicable criteria are met, the parent company is able to utilize alternative disclosures described in Rule 13-01 of Regulation S-X, which include summarized financial information of the subsidiary guarantor. We evaluated the criteria and

50

Table of Contents

determined that we are eligible for the exceptions, which allow us to provide alternative disclosures for the Operating Partnership.

​

As a result of the amendments, the Operating Partnership, as subsidiary guarantor, is no longer subject to the filing requirements under Section 15(d) of the Exchange Act, and will no longer file separate periodic and current reports in reliance on Rule 12h-5 under the Exchange Act. As such, we have presented summarized financial information for the Operating Partnership below.

​

The following tables present the summarized financial information for the Operating Partnership as of September 30, 2021 and December 31, 2020, and for the three and nine months ended September 30, 2021 and 2020. The information presented below excludes eliminations necessary to arrive at the information on a consolidated basis (dollars in thousands):

​

​

​

​

​

​

​

​

​

September 30, 

​

December 31, 

​

    

2021

    

2020

Total real estate, net

 

$

2,079,191

 

$

2,151,714

Cash and cash equivalents

​

 

23

​

 

26

Operating lease right-of-use assets

​

 

199,749

​

 

202,438

Other assets

​

 

89,581

​

 

103,389

Total assets

 

$

2,368,544

 

$

2,457,567

​

​

​

​

​

​

​

Secured debt, net

​

$

99,136

​

$

99,104

Notes payable to UDR (a)

​

​

845,377

​

​

810,700

Operating lease liabilities

​

​

194,717

​

​

197,135

Other liabilities

​

 

115,025

​

 

102,196

Total liabilities

​

 

1,254,255

​

 

1,209,135

Total capital

​

$

1,114,289

​

$

1,248,432

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Nine Months Ended

​

​

September 30, 

​

September 30, 

​

​

2021

 

2020

    

2021

    

2020

Total revenue

 

$

111,256

 

$

107,694

​

$

324,210

 

$

325,060

Property operating expenses

​

 

(48,534)

​

 

(44,473)

​

 

(139,300)

​

 

(128,552)

Real estate depreciation and amortization

​

 

(37,147)

​

 

(35,335)

​

 

(115,495)

​

 

(106,065)

Operating income/(loss)

​

 

25,575

​

 

27,886

​

 

69,415

​

 

90,443

Interest expense (a)

​

 

(8,138)

​

 

(7,267)

​

 

(24,334)

​

 

(21,901)

Other income/(loss)

​

 

2,517

​

 

(1,562)

​

 

6,787

​

 

(4,984)

Net income/(loss)

 

$

19,954

 

$

19,057

​

$

51,868

 

$

63,558

(a) All $845.4 million and $810.7 million notes payable to UDR as of September 30, 2021 and December 31, 2020, respectively, and $7.4 million and $6.6 million of interest expense on notes payable to UDR for the three months ended September 30, 2021 and 2020, respectively, and $22.3 million and $19.8 million of interest expense on notes payable to UDR for the nine months ended September 30, 2021 and 2020, respectively, eliminate upon consolidation of UDR’s consolidated financial statements.

​

Critical Accounting Policies and Estimates and New Accounting Pronouncements

Our critical accounting policies are those having the most impact on the reporting of our financial condition and results and those requiring significant judgments and estimates. These policies include those related to (1) capital expenditures, (2) impairment of long-lived assets, (3) real estate investment properties, and (4) revenue recognition.

Our critical accounting policies are described in more detail in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in UDR’s Annual Report on Form 10-K, filed with the SEC on February 18, 2021. There have been no significant changes in our critical accounting policies from those reported in our Form 10-K filed with the SEC on February 18, 2021. With respect to these critical accounting policies, we believe that the application of judgments and assessments is consistently applied and produces financial information that fairly depicts the results of operations for all periods presented.

51

Table of Contents

Statements of Cash Flows

The following discussion explains the changes in Net cash provided by/(used in) operating activities, Net cash provided by/(used in) investing activities, and Net cash provided by/(used in) financing activities that are presented in our Consolidated Statements of Cash Flows for the nine months ended September 30, 2021 and 2020.

Operating Activities

For the nine months ended September 30, 2021, our Net cash provided by/(used in) operating activities was $483.2 million, compared to $456.6 million for the comparable period in 2020. The increase in cash flow from operating activities was primarily due to operating distributions from our unconsolidated joint ventures and changes in operating assets and liabilities, partially offset by a decrease in net operating income, primarily driven by lower rental rates and an increase in rent concessions.

Investing Activities

For the nine months ended September 30, 2021, Net cash provided by/(used in) investing activities was ($921.3) million, compared to ($292.7) million for the comparable period in 2020. The increase in cash used in investing activities was primarily due to the increase in acquisitions made during the current period and an increase in spend for development of real estate assets, partially offset by the repayment of notes receivable and an increase in distributions received from unconsolidated joint ventures.

Acquisitions

In January 2021, the Company acquired a 300 apartment home operating community located in Franklin, Massachusetts for approximately $77.4 million. In connection with the acquisition, the Company assumed an above-market mortgage note payable secured by the community with an outstanding balance of approximately $51.8 million. The Company increased its real estate assets owned by approximately $82.0 million, recorded $2.0 million of in-place lease intangibles, and recorded a $6.6 million debt premium in connection with the above-market debt assumed.

​

In April 2021, the Company acquired a 636 apartment home operating community located in Farmers Branch, Texas for approximately $110.2 million. In connection with the acquisition, the Company assumed an above-market mortgage note payable secured by the community with an outstanding balance of approximately $42.0 million. The Company increased its real estate assets owned by approximately $111.5 million, recorded $3.0 million of in-place lease intangibles, and recorded a $4.3 million debt premium in connection with the above-market debt assumed.

​

The Company previously had a secured note with an unaffiliated third party with an aggregate commitment of $20.0 million. The note was secured by a parcel of land and related land improvements located in Alameda, California. In September 2020, the developer defaulted on the loan. As a result of the default, in April 2021, the Company took title to the property pursuant to a deed in lieu of foreclosure. The Company increased its real estate assets owned by approximately $25.0 million, the fair market value of the property on the date of the title transfer, and recorded a $0.1 million gain on extinguishment of the secured note to Interest income and other income/(expense), net on the Consolidated Statements of Operations.

​

In May 2021, the Company acquired a to-be-developed parcel of land located in Tampa, Florida for approximately $6.6 million.

​

In May 2021, the Company acquired a 945 apartment home operating community located in Frisco, Texas for approximately $166.9 million. In connection with the acquisition, the Company assumed an above-market mortgage note payable secured by the community with an outstanding balance of approximately $89.5 million. The Company increased its real estate assets owned by approximately $169.9 million, recorded $4.1 million of in-place lease intangibles, and recorded a $7.1 million debt premium in connection with the above-market debt assumed.

​

In June 2021, the Company acquired a 468 apartment home operating community located in Germantown, Maryland for approximately $121.9 million. The Company increased its real estate assets owned by approximately $119.3 million and recorded $2.6 million of in-place lease intangibles.

​

In July 2021, the Company acquired a 259 apartment home operating community located in Bellevue, Washington for approximately $171.9 million. The Company previously had a $115.0 million secured note receivable associated with this

52

Table of Contents

operating community. The Company increased its real estate assets owned by approximately $169.1 million and recorded $2.8 million of in-place lease intangibles. In connection with the acquisition of this community, the note and the unpaid accrued interest were paid in full. (See Note 2, Significant Accounting Policies for further discussion.)

​

In August 2021, the Company acquired a 544 apartment home operating community located in Germantown, Maryland for approximately $127.2 million. The Company increased its real estate assets owned by approximately $124.4 million and recorded $2.8 million of in-place lease intangibles.

​

In September 2021, the Company acquired a 320 apartment home operating community located in King of Prussia, Pennsylvania for approximately $116.2 million. The Company increased its real estate assets owned by approximately $113.8 million and recorded $2.4 million of in-place lease intangibles.

​

In September 2021, the Company acquired a 192 apartment home operating community located in Towson, Maryland for approximately $57.6 million. The Company increased its real estate assets owned by approximately $54.0 million and recorded $2.4 million of real estate tax intangibles and $1.2 million of in-place lease intangibles.

​

In September 2021, the Company acquired a 339 apartment home operating community located in Philadelphia, Pennsylvania for approximately $147.0 million. The Company increased its real estate assets owned by approximately $137.1 million and recorded $7.1 million of real estate tax intangibles and $2.8 million of in-place lease intangibles.

​

Dispositions

​

In February 2021, the Company sold an operating community located in Anaheim, California with a total of 386 apartment homes for gross proceeds of $156.0 million, resulting in a gain of approximately $50.8 million.

​

Capital Expenditures

We capitalize those expenditures that materially enhance the value of an existing asset or substantially extend the useful life of an existing asset. Expenditures necessary to maintain an existing property in ordinary operating condition are expensed as incurred.

For the nine months ended September 30, 2021, total capital expenditures of $109.7 million, or $2,211 per stabilized home, which in aggregate include recurring capital expenditures and major renovations, were spent across our portfolio, excluding development, as compared to $106.1 million, or $2,236 per stabilized home, for the comparable period in 2020.

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Table of Contents

The increase in total capital expenditures was primarily due to:

● an increase of 25.5%, or $6.4 million, in NOI enhancing improvements, such as kitchen and bath remodels and upgrades to common areas; and
● an increase of 8.5%, or $3.3 million, in recurring capital expenditures, which include asset preservation and turnover related expenditures.

This was partially offset by:

● a decrease of 77.9%, or $6.1 million, in spend as compared to the comparable period in 2020 for our operations platform, which includes smart home installations in certain of our properties.

The following table outlines capital expenditures and repair and maintenance costs for all of our communities, excluding real estate under development, for the nine months ended September 30, 2021 and 2020 (dollars in thousands except Per Home amounts):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Per Home

 

​

​

Nine Months Ended September 30, 

​

Nine Months Ended September 30, 

 

​

    

2021

    

2020

    

% Change

    

2021

    

2020

    

% Change

 

Turnover capital expenditures

​

$

11,045

​

$

9,632

 

14.7

%  

$

223

​

$

203

 

9.9

%

Asset preservation expenditures

​

 

31,382

​

 

29,478

 

6.5

%  

 

632

​

 

621

 

1.8

%

Total recurring capital expenditures

​

 

42,427

​

 

39,110

 

8.5

%  

 

855

​

 

824

 

3.8

%

NOI enhancing improvements (a)

​

 

31,509

​

 

25,105

 

25.5

%  

 

635

​

 

529

 

20.0

%

Major renovations (b)

​

 

34,060

​

 

34,111

 

(0.1)

%  

 

686

​

 

719

 

(4.6)

%

Operations platform

​

​

1,719

​

​

7,782

​

(77.9)

%  

​

35

​

​

164

​

(78.9)

%

Total capital expenditures (c)

​

$

109,715

​

$

106,108

 

3.4

%  

$

2,211

​

$

2,236

 

(1.1)

%

Repair and maintenance expense

​

$

51,766

​

$

42,475

 

21.9

%  

$

1,043

​

$

895

 

16.5

%

Average home count (d)

​

 

49,622

​

 

47,437

 

4.6

%  

​

​

​

​

​

​

​

​

(a) NOI enhancing improvements are expenditures that result in increased income generation or decreased expense growth.
(b) Major renovations include major structural changes and/or architectural revisions to existing buildings.
(c) Total capital expenditures includes amounts capitalized during the year. Cash paid for capital expenditures is impacted by the net change in related accruals.
(d) Average number of homes is calculated based on the number of homes outstanding at the end of each month.

We intend to continue to selectively add NOI enhancing improvements, which we believe will provide a return on investment in excess of our cost of capital. Our objective in redeveloping a community is twofold: we aim to meaningfully grow rental rates while also achieving cap rate compression through asset quality improvement.

Consolidated Real Estate Under Development and Redevelopment

At September 30, 2021, our development pipeline consisted of five wholly-owned communities totaling 1,417 apartment homes, none of which have been completed, with a budget of $501.5 million, in which we have a gross carrying value of $331.6 million. The remaining homes are estimated to be completed between the first quarter of 2022 and the second quarter of 2023.

At September 30, 2021, the Company was not redeveloping any communities.

Unconsolidated Joint Ventures and Partnerships

The Company recognizes income or losses from our investments in unconsolidated joint ventures and partnerships consisting of our proportionate share of the net income or losses of the joint ventures and partnerships. In addition, we may earn fees for providing management services to the communities held by the unconsolidated joint ventures and partnerships.

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The Company’s Investment in and advances to unconsolidated joint ventures and partnerships, net, are accounted for under the equity method of accounting. For the nine months ended September 30, 2021:

● we made investments totaling $67.7 million in our unconsolidated joint ventures, including contributions of $25.6 million to certain unconsolidated investments under our Developer Capital Program, each of which earns a preferred return;
● our proportionate share of the net income/(loss) of the joint ventures and partnerships was $29.1 million; and
● we received distributions of $53.9 million, of which $19.4 million were operating cash flows and $34.5 million were investing cash flows.

We evaluate our investments in unconsolidated joint ventures and partnerships when events or changes in circumstances indicate that there may be an other-than-temporary decline in value. We consider various factors to determine if a decrease in the value of the investment is other-than-temporary. The Company did not recognize any other-than-temporary impairments in the value of its investments in unconsolidated joint ventures or partnerships during the nine months ended September 30, 2021 and 2020.

Financing Activities

For the nine months ended September 30, 2021, our Net cash provided by/(used in) financing activities was $443.2 million, compared to ($173.0) million for the comparable period of 2020.

The following significant financing activities occurred during the nine months ended September 30, 2021:

● issuance of $300.0 million of 2.10% senior unsecured medium-term notes due June 2033, for net proceeds of approximately $298.8 million;
● issuance of a principal amount of $200.0 million of 3.00% senior unsecured medium-term notes due August 2031, priced at 106.388% of the principal amount to yield 2.259%, resulting in net proceeds of approximately $212.8 million;
● repayment of $300.0 million senior unsecured medium-term notes due October 2025;
● net proceeds of $125.0 million on our unsecured commercial paper program;
● sold 11.4 million shares of common stock under forward sales agreements for aggregate net proceeds, after deducting related expenses, of approximately $499.3 million;
● payment of $322.0 million of distributions to our common stockholders; and
● payment of prepayment and extinguishment costs of $40.8 million from the early prepayment of debt.

Credit Facilities and Commercial Paper Program

In September 2021, the Company entered into the Credit Agreement that provides for a $1.3 billion unsecured revolving credit facility and a $350.0 million unsecured term loan. The Credit Agreement allows the total commitments under the Revolving Credit Facility and the total borrowings under the Term Loan to be increased to an aggregate maximum amount of up to $2.5 billion, subject to certain conditions, including obtaining commitments from one or more lenders. The Revolving Credit Facility has a scheduled maturity date of January 31, 2026, with two six-month extension options, subject to certain conditions. The Term Loan has a scheduled maturity date of January 31, 2027. The Credit Agreement also lowered the margin range for the Revolving Credit Facility and the Term Loan.

The Credit Agreement amended and restated the Company’s prior credit agreement, which provided for: (i) a $1.1 billion revolving credit facility scheduled to mature in January 2023 and (ii) a $350.0 million term loan scheduled to mature in September 2023. The prior credit agreement allowed the total commitments under the revolving credit facility and total borrowings under the term loan to be increased to an aggregate maximum amount of up to $2.0 billion, subject to certain conditions.

​

Based on the Company’s current credit rating, the Revolving Credit Facility has an interest rate equal to LIBOR plus a margin of 77.5 basis points and a facility fee of 15 basis points, and the Term Loan has an interest rate equal to LIBOR plus a

55

Table of Contents

margin of 85 basis points. Depending on the Company’s credit rating, the margin under the Revolving Credit Facility ranges from 70 to 140 basis points, the facility fee ranges from 10 to 30 basis points, and the margin under the Term Loan ranges from 75 to 160 basis points.

As of September 30, 2021, we had no outstanding borrowings under the Revolving Credit Facility, leaving $1.3 billion of unused capacity (excluding $2.6 million of letters of credit at September 30, 2021), and $350.0 million of outstanding borrowings under the Term Loan.

We have a working capital credit facility, which provides for a $75 million unsecured revolving credit facility (the “Working Capital Credit Facility”) with a previously scheduled maturity date of January 14, 2022. In September 2021, the Company amended the Working Capital Credit Facility to extend the maturity date from January 14, 2022 to January 12, 2024 and lower the margin range for the interest rate. Based on the Company’s current credit rating, the Working Capital Credit Facility now has an interest rate equal to LIBOR plus a margin of 77.5 basis points. Depending on the Company’s credit rating, the margin ranges from 70 to 140 basis points.

As of September 30, 2021, we had $43.1 million of outstanding borrowings under the Working Capital Credit Facility, leaving $31.9 million of unused capacity.

The bank revolving credit facilities and the term loan are subject to customary financial covenants and limitations, all of which we were in compliance with at September 30, 2021.

We have an unsecured commercial paper program. Under the terms of the program, we may issue unsecured commercial paper up to a maximum aggregate amount outstanding of $700 million. In July 2021, the maximum aggregate amount was increased from $500.0 million to $700.0 million. The notes are sold under customary terms in the United States commercial paper market and rank pari passu with all of our other unsecured indebtedness. The notes are fully and unconditionally guaranteed by the Operating Partnership. As of September 30, 2021, we had issued $315.0 million of commercial paper, for one month terms, at a weighted average annualized rate of 0.22%, leaving $385.0 million of unused capacity. In October 2021, the entire $315.0 million of outstanding unsecured commercial paper as of September 30, 2021 was repaid at maturity with additional proceeds of unsecured commercial paper with maturity dates in October and November 2021.

Interest Rate Risk

We are exposed to interest rate risk associated with variable rate notes payable and maturing debt that has to be refinanced. We do not hold financial instruments for trading or other speculative purposes, but rather issue these financial instruments to finance our portfolio of real estate assets and operations. Interest rate sensitivity is the relationship between changes in market interest rates and the fair value of market rate sensitive assets and liabilities. Our earnings are affected as changes in short-term interest rates impact our cost of variable rate debt and maturing fixed rate debt. We had $420.1 million in variable rate debt that is not subject to interest rate swap contracts as of September 30, 2021. If market interest rates for variable rate debt increased by 100 basis points, our interest expense for the nine months ended September 30, 2021 would increase by $3.7 million based on the average balance outstanding during the period.

These amounts are determined by considering the impact of hypothetical interest rates on our borrowing cost. This analysis does not consider the effects of the adjusted level of overall economic activity that could exist in such an environment. Further, in the event of a change of such magnitude, management would likely take actions to further mitigate our exposure to the change. However, due to the uncertainty of the specific actions that would be taken and their possible effects, the sensitivity analysis assumes no change in our financial structure.

The Company also utilizes derivative financial instruments to manage interest rate risk and generally designates these financial instruments as cash flow hedges. See Note 11, Derivatives and Hedging Activities, in the Notes to the UDR Consolidated Financial Statements included in this Report for additional discussion of derivative instruments.

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Table of Contents

A presentation of cash flow metrics based on GAAP is as follows (dollars in thousands):

​

​

​

​

​

​

​

​

​

Nine Months Ended September 30, 

​

​

2021

    

2020

Net cash provided by/(used in) operating activities

    

$

483,169

    

$

456,592

Net cash provided by/(used in) investing activities

​

 

(921,275)

 

 

(292,731)

Net cash provided by/(used in) financing activities

​

 

443,168

 

 

(172,952)

​

​

Results of Operations

The following discussion explains the changes in results of operations that are presented in our Consolidated Statements of Operations for the three and nine months ended September 30, 2021 and 2020.

Net Income/(Loss) Attributable to Common Stockholders

Net income/(loss) attributable to common stockholders was $16.7 million ($0.06 per diluted share) for the three months ended September 30, 2021, as compared to $(26.3) million ($(0.09) per diluted share) for the comparable period in the prior year. The increase resulted primarily from the following items, all of which are discussed in further detail elsewhere within this Report:

● a decrease in interest expense of $26.0 million primarily due to $24.5 million in debt extinguishment and other associated costs for the three months ended September 30, 2020, as compared to $0.4 million in debt extinguishment and other associated costs during the three months ended September 30, 2021;
● an increase in income/(loss) from unconsolidated entities of $11.5 million, primarily attributable to $10.0 million of investment income from real estate technology investments during the three months ended September 30, 2021 as compared to $(0.2) million investment loss during the three months ended September 30, 2020;
● an increase in total property NOI of $8.3 million primarily due to a decrease in rent concessions, an increase in occupancy and a reduction in our reserve of $4.1 million for multifamily and retail tenant lease receivables, partially offset by an increase in property operating expenses; and
● an increase in interest income and other income/(expense), net of $6.1 million primarily attributable to $4.6 million of investment income from real estate technology investments during the three months ended September 30, 2021 as compared to zero during the three months ended September 30, 2020.

Net income/(loss) attributable to common stockholders was $29.4 million ($0.10 per diluted share) for the nine months ended September 30, 2021, as compared to $34.6 million ($0.12 per diluted share) for the comparable period in the prior year. The decrease resulted primarily from the following items, all of which are discussed in further detail elsewhere within this Report:

● a decrease in total property NOI of $19.7 million primarily due to lower rental rates, an increase in rent concessions, and an increase in property operating expenses;
● an increase in interest expense of $9.7 million primarily due to $42.3 million of extinguishment cost from the prepayment of debt during the nine months ended September 30, 2021 as compared to $24.5 million for the nine months ended September 30, 2020, and lower interest rates partially offset by higher debt balances; and
● a gain of $50.8 million from the sale of an operating community located in Anaheim, California during the nine months ended September 30, 2021, as compared to gains of $61.3 million from the sale of two operating communities located in Kirkland, Washington and Bellevue, Washington during the nine months ended September 30, 2020.

This was partially offset by:

​

● a decrease in depreciation expense of $19.6 million primarily due to fully depreciated assets in 2021 and 2020, partially offset by communities acquired in 2021;

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Table of Contents

● an increase in income/(loss) from unconsolidated entities of $14.8 million, primarily attributable to $18.2 million of investment income from real estate technology investments during the nine months ended September 30, 2021 as compared to $4.3 million during the nine months ended September 30, 2020; and
● an increase in interest income and other income/(expense), net of $5.5 million primarily attributable to $5.0 million of investment income from real estate technology investments during the nine months ended September 30, 2021 as compared to zero during the nine months ended September 30, 2020.

Apartment Community Operations

Our net income results are primarily from NOI generated from the operation of our apartment communities. The Company defines NOI, which is a non-GAAP financial measure, as rental income less direct property rental expenses. Rental income represents gross market rent less adjustments for concessions, vacancy loss and bad debt. Rental expenses include real estate taxes, insurance, personnel, utilities, repairs and maintenance, administrative and marketing. Excluded from NOI is property management expense, which is calculated as 3.0% of property revenue, and land rent. Property management expense covers costs directly related to consolidated property operations, inclusive of corporate management, regional supervision, accounting and other costs.

Management considers NOI a useful metric for investors as it is a more meaningful representation of a community’s continuing operating performance than net income as it is prior to corporate-level expense allocations, general and administrative costs, capital structure and depreciation and amortization.

Although the Company considers NOI a useful measure of operating performance, NOI should not be considered an alternative to net income or net cash flow from operating activities as determined in accordance with GAAP. NOI excludes several income and expense categories as detailed in the reconciliation of NOI to Net income/(loss) attributable to UDR, Inc. below.

The following table summarizes the operating performance of our total property NOI for each of the periods presented (dollars in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

​

​

Nine Months Ended

​

​

​

​

​

September 30,  (a)

​

​

​

September 30,  (b)

​

​

​

​

    

2021

    

2020

    

% Change

    

2021

    

2020

    

% Change

​

Same-Store Communities:

​

​

​

  

​

​

  

​

  

​

​

  

​

​

​

​

​

Same-Store rental income

​

$

294,422

  

$

279,579

  

5.3

%  

$

847,552

  

$

855,581

​

(0.9)

%

Same-Store operating expense (c)

​

 

(93,469)

  

 

(90,452)

  

3.3

%  

 

(267,080)

  

 

(257,962)

​

3.5

%

Same-Store NOI

​

 

200,953

  

 

189,127

  

6.3

%  

 

580,472

  

 

597,619

​

(2.9)

%

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Non-Mature Communities/Other NOI:

​

​

​

  

​

​

  

​

  

​

​

  

​

​

​

​

​

Stabilized, non-mature communities NOI (d)

​

​

12,882

  

 

2,163

​

495.6

%  

​

35,911

​

​

19,115

​

87.9

%

Acquired communities NOI

​

 

2,640

  

 

—

  

—

%  

 

2,640

  

 

—

​

—

%

Development communities NOI

​

 

(99)

  

 

(13)

  

NM

*

 

(170)

  

 

(118)

​

44.1

%

Non-residential/other NOI (e)

​

​

1,712

  

 

15,850

​

(89.2)

%  

​

5,727

​

​

19,638

​

(70.8)

%

Sold and held for disposition communities NOI

​

​

1,392

  

 

4,005

​

(65.2)

%  

​

4,594

​

​

12,596

​

(63.5)

%

Total Non-Mature Communities/Other NOI

​

 

18,527

  

 

22,005

  

(15.8)

%  

 

48,702

  

 

51,231

​

(4.9)

%

Total property NOI

​

$

219,480

  

$

211,132

  

4.0

%

$

629,174

  

$

648,850

​

(3.0)

%

* Not meaningful

(a) Same-Store consists of 45,713 apartment homes.
(b) Same-Store consists of 45,143 apartment homes.
(c) Excludes depreciation, amortization, and property management expenses.
(d) Represents non-mature communities that have achieved 90% occupancy for three consecutive months but do not meet the criteria to be included in Same-Store Communities.
(e) Primarily non-residential revenue and expense and straight-line adjustment for concessions.

​

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Table of Contents

The following table is our reconciliation of Net income/(loss) attributable to UDR, Inc. to total property NOI for each of the periods presented (dollars in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

September 30, 

​

September 30, 

​

​

    

2021

    

2020

    

2021

    

2020

​

Net income/(loss) attributable to UDR, Inc.

​

$

17,731

​

$

(25,258)

​

$

32,555

​

$

37,734

​

Joint venture management and other fees

​

 

(1,071)

​

 

(1,199)

​

 

(4,918)

​

 

(3,861)

​

Property management

​

 

9,861

​

 

8,879

​

 

28,129

​

 

26,879

​

Other operating expenses

​

 

4,237

​

 

5,543

​

 

13,045

​

 

16,609

​

Real estate depreciation and amortization

​

 

152,636

​

 

151,949

​

 

442,893

​

 

462,481

​

General and administrative

​

 

15,810

​

 

11,958

​

 

43,673

​

 

37,907

​

Casualty-related charges/(recoveries), net

​

 

1,568

​

 

—

​

 

4,682

​

 

1,353

​

Other depreciation and amortization

​

 

3,269

​

 

3,887

​

 

8,472

​

 

7,939

​

(Gain)/loss on sale of real estate owned

​

​

—

​

​

—

​

​

(50,829)

​

​

(61,303)

​

(Income)/loss from unconsolidated entities

​

 

(14,450)

​

 

(2,940)

​

 

(29,123)

​

 

(14,328)

​

Interest expense

​

 

36,289

​

 

62,268

​

 

149,849

​

 

140,182

​

Interest income and other (income)/expense, net

​

 

(8,238)

​

 

(2,183)

​

 

(12,831)

​

 

(7,304)

​

Tax provision/(benefit), net

​

 

529

​

 

187

​

 

1,283

​

 

1,877

​

Net income/(loss) attributable to redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership

​

 

1,260

​

 

(1,990)

​

 

2,221

​

 

2,614

​

Net income/(loss) attributable to noncontrolling interests

​

 

49

​

 

31

​

 

73

​

 

71

​

Total property NOI

​

$

219,480

​

$

211,132

​

$

629,174

​

$

648,850

​

​

Same-Store Communities

Our Same-Store Community properties, those acquired, developed, and stabilized prior to July 1, 2020 (for the quarter-to-date comparison) and January 1, 2020 (for the year-to-date comparison) and held on September 30, 2021 consisted of 45,713 and 45,143 apartment homes and provided 91.6% and 92.3% of our total NOI for the three and nine months ended September 30, 2021, respectively.

Three Months Ended September 30, 2021 vs. Three Months Ended September 30, 2020

NOI for our Same-Store Community properties increased 6.3%, or $11.8 million, for the three months ended September 30, 2021 compared to the same period in 2020. The increase in property NOI was attributable to a 5.3%, or $14.8 million, increase in property rental income and a 3.3%, or $3.0 million, increase in operating expenses. The increase in property rental income was primarily driven by a decrease of $6.9 million in occupancy loss, a $4.7 million decrease in rent concessions, a $3.1 million reduction in our reserve on multifamily tenant lease receivable and a 5.1% or $1.6 million increase in reimbursement and ancillary and fee income, partially offset by a 0.9%, or $2.6 million, decrease in rental rates. Physical occupancy increased by 2.0% to 97.5% and total monthly income per occupied home increased 3.2% to $2,201.

The increase in operating expenses was primarily driven by a 14.4%, or $2.2 million, increase in repair and maintenance expense due to the increased use of third party vendors, a 31.5%, or $1.3 million, increase in insurance expense due to increased claims, and a 2.4%, or $0.9 million, increase in real estate taxes, which was primarily due to higher assessed valuations, partially offset by a 14.7%, or $2.3 million, decrease in personnel expense as a result of fewer employees.

The operating margin (property net operating income divided by property rental income) was 68.3% and 67.6% for the three months ended September 30, 2021 and 2020, respectively.

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Nine Months Ended September 30, 2021 vs. Nine Months Ended September 30, 2020

NOI for our Same-Store Community properties decreased 2.9%, or $17.1 million, for the nine months ended September 30, 2021 compared to the same period in 2020. The decrease in property NOI was attributable to a 0.9%, or $8.0 million, decrease in property rental income and a 3.5%, or $9.1 million, increase in operating expenses. The decrease in property rental income was primarily driven by a 2.3%, or $18.9 million, decrease in rental rates, a $1.4 million increase in our reserve on multifamily tenant lease receivables and an increase of $3.0 million in rent concessions, partially offset by a decrease of $8.9 million in occupancy loss and a 3.6%, or $3.3 million, increase in reimbursement and ancillary and fee income. Physical occupancy increased by 0.8% to 97.0% and total monthly income per occupied home decreased 1.8% to $2,150.

The increase in operating expenses was primarily driven by a 16.7%, or $6.7 million, increase in repair and maintenance expense due to the increased use of third party vendors, a 3.0%, or $3.3 million, increase in real estate taxes, which was primarily due to higher assessed valuations, and a 28.5%, or $3.1 million, increase in insurance expense due to increased claims, partially offset by a 13.2%, or $6.1 million, decrease in personnel expense as a result of fewer employees.

The operating margin (property net operating income divided by property rental income) was 68.5% and 69.8% for the nine months ended September 30, 2021 and 2020, respectively.

Non-Mature Communities/Other

UDR’s Non-Mature Communities/Other represent those communities that do not meet the criteria to be included in Same-Store Communities, which include communities recently developed or acquired, redevelopment properties, sold or held for disposition properties, and non-apartment components of mixed use properties.

Three Months Ended September 30, 2021 vs. Three Months Ended September 30, 2020

The remaining 8.4%, or $18.5 million, of our total NOI during the three months ended September 30, 2021 was generated from our Non-Mature Communities/Other. NOI from Non-Mature Communities/Other decreased by 15.8%, or $3.5 million, for the three months ended September 30, 2021 as compared to the same period in 2020. The decrease was primarily attributable to a $14.1 million decrease in non-residential/other primarily due to changes in straight-line rent as a result of increased tenant rent concessions during 2020, a $2.6 million decrease in sold and held for disposition communities, partially offset by a $10.7 million increase in stabilized, non-mature communities NOI and a $2.6 million increase in acquired communities NOI both due to operating communities acquired in 2021 and 2020.

Nine Months Ended September 30, 2021 vs. Nine Months Ended September 30, 2020

The remaining 7.7%, or $48.7 million, of our total NOI during the nine months ended September 30, 2021 was generated from our Non-Mature Communities/Other. NOI from Non-Mature Communities/Other decreased by 4.9%, or $2.5 million, for the nine months ended September 30, 2021 as compared to the same period in 2020. The decrease was primarily attributable to a $13.9 million decrease in non-residential/other primarily due to changes in straight-line rent as a result of increased tenant rent concessions during 2020, an $8.0 million decrease in sold and held for disposition communities, partially offset by a $16.8 million increase in stabilized, non-mature communities NOI due to operating communities acquired in 2021 and 2020 and a $2.6 million increase in acquired communities.

Real estate depreciation and amortization

For the nine months ended September 30, 2021 and 2020, the Company recognized real estate depreciation and amortization of $442.9 million and $462.5 million, respectively. The decrease in 2021 as compared to 2020 was primarily attributable to fully depreciated assets in 2021 and 2020, partially offset by communities acquired in 2021.

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Gain/(Loss) on sale of real estate owned

During the nine months ended September 30, 2021, the Company recognized a gain of $50.8 million from the sale of an operating community located in Anaheim, California. During the nine months ended September 30, 2020, the Company recognized gains of $61.3 million from the sale of two operating communities located in Kirkland, Washington and Bellevue, Washington.

Interest expense

For the three months ended September 30, 2021 and 2020, the Company recognized interest expense of $36.3 million and $62.3 million, respectively. The decrease in 2021 as compared to 2020 was primarily due to $24.5 million of extinguishment cost from the prepayment of debt during the three months ended September 30, 2020 as compared to $0.4 million for the three months ended September 30, 2021, and lower interest rates partially offset by higher debt balances.

For the nine months ended September 30, 2021 and 2020, the Company recognized interest expense of $149.8 million and $140.2 million, respectively. The increase in 2021 as compared to 2020 was primarily due to $42.3 million of extinguishment cost from the prepayment of debt during the nine months ended September 30, 2021 as compared to $24.5 million for the nine months ended September 30, 2020, and higher debt balances, partially offset by lower interest rates.

Income/(loss) from unconsolidated entities

For the three months ended September 30, 2021 and 2020, the Company recognized income/(loss) from unconsolidated entities of $14.5 million and $2.9 million, respectively. The increase in 2021 as compared to 2020 was primarily due to $10.0 million of investment income from real estate technology investments during the three months ended September 30, 2021 as compared to $(0.2) million investment loss for the three months ended September 30, 2020.

For the nine months ended September 30, 2021 and 2020, the Company recognized income/(loss) from unconsolidated entities of $29.1 million and $14.3 million, respectively. The increase in 2021 as compared to 2020 was primarily due to $18.2 million of investment income from real estate technology investments during the nine months ended September 30, 2021 as compared to $4.3 million for the three months ended September 30, 2020.

Interest income and other income/(expense), net

For the three months ended September 30, 2021 and 2020, the Company recognized interest income and other income/(expense), net of $8.2 million and $2.2 million, respectively. The increase in 2021 as compared to 2020 was primarily due to $4.6 million of investment income from real estate technology investments during the three months ended September 30, 2021 as compared to zero for the three months ended September 30, 2020.

For the nine months ended September 30, 2021 and 2020, the Company recognized interest income and other income/(expense), net of $12.8 million and $7.3 million, respectively. The increase in 2021 as compared to 2020 was primarily due to $5.0 million of investment income from real estate technology investments during the nine months ended September 30, 2021 as compared to zero for the three months ended September 30, 2020.

Inflation

We believe that the direct effects of inflation on our operations have been immaterial. While the impact of inflation primarily impacts our results of operations as a result of wage pressures and increases in utilities and material costs, the majority of our apartment leases have initial terms of 12 months or less, which generally enables us to compensate for any inflationary effects by increasing rental rates on our apartment homes. Although an extreme escalation in costs could have a negative impact on our residents and their ability to absorb rent increases, we do not believe this has had a material impact on our results for the three and nine months ended September 30, 2021.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources that are material.

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Funds from Operations, Funds from Operations as Adjusted, and Adjusted Funds from Operations

Funds from Operations

Funds from operations (“FFO”) attributable to common stockholders and unitholders is defined as Net income/(loss) attributable to common stockholders (computed in accordance with GAAP), excluding impairment write-downs of depreciable real estate related to the main business of the Company or of investments in non-consolidated investees that are directly attributable to decreases in the fair value of depreciable real estate held by the investee, gains and losses from sales of depreciable real estate related to the main business of the Company and income taxes directly associated with those gains and losses, plus real estate depreciation and amortization, and after adjustments for noncontrolling interests, and the Company’s share of unconsolidated partnerships and joint ventures. This definition conforms with the National Association of Real Estate Investment Trust's (“Nareit”) definition issued in April 2002 and restated in November 2018. Historical cost accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, many industry investors and analysts have considered the presentation of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. Thus, Nareit created FFO as a supplemental measure of a REIT’s operating performance. In the computation of diluted FFO, if OP Units, DownREIT Units, unvested restricted stock, unvested LTIP Units, stock options, and the shares of Series E Cumulative Convertible Preferred Stock are dilutive, they are included in the diluted share count.

Management considers FFO a useful metric for investors as the Company uses FFO in evaluating property acquisitions and its operating performance, and believes that FFO should be considered along with, but not as an alternative to, net income and cash flow as a measure of the Company’s activities in accordance with GAAP. FFO does not represent cash generated from operating activities in accordance with GAAP and is not necessarily indicative of funds available to fund our cash needs.

Funds from Operations as Adjusted

FFO as Adjusted (“FFOA”) attributable to common stockholders and unitholders is defined as FFO excluding the impact of non-comparable items including, but not limited to, acquisition-related costs, prepayment costs/benefits associated with early debt retirement, impairment write-downs or gains and losses on sales of real estate or other assets incidental to the main business of the Company and income taxes directly associated with those gains and losses, casualty-related expenses and recoveries, severance costs and legal and other costs.

Management believes that FFOA is useful supplemental information regarding our operating performance as it provides a consistent comparison of our operating performance across time periods and allows investors to more easily compare our operating results with other REITs. FFOA is not intended to represent cash flow or liquidity for the period, and is only intended to provide an additional measure of our operating performance. We believe that Net income/(loss) attributable to common stockholders is the most directly comparable GAAP financial measure to FFOA. However, other REITs may use different methodologies for calculating FFOA or similar FFO measures and, accordingly, our FFOA may not always be comparable to FFOA or similar FFO measures calculated by other REITs. FFOA should not be considered as an alternative to net income (determined in accordance with GAAP) as an indication of financial performance, or as an alternative to cash flows from operating activities (determined in accordance with GAAP) as a measure of our liquidity.

Adjusted Funds from Operations

Adjusted FFO (“AFFO”) attributable to common stockholders and unitholders is defined as FFOA less recurring capital expenditures on consolidated communities that are necessary to help preserve the value of and maintain functionality at our communities. Therefore, management considers AFFO a useful supplemental performance metric for investors as it is more indicative of the Company’s operational performance than FFO or FFOA.

AFFO is not intended to represent cash flow or liquidity for the period, and is only intended to provide an additional measure of our operating performance. We believe that Net income/(loss) attributable to common stockholders is the most directly comparable GAAP financial measure to AFFO. Management believes that AFFO is a widely recognized measure of the operations of REITs, and presenting AFFO enables investors to assess our performance in comparison to other REITs. However, other REITs may use different methodologies for calculating AFFO and, accordingly, our AFFO may not always be comparable to AFFO calculated by other REITs. AFFO should not be considered as an alternative to net income/(loss) (determined in accordance with GAAP) as an indication of financial performance, or as an alternative to cash flows from

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operating activities (determined in accordance with GAAP) as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs, including our ability to make distributions.

The following table outlines our reconciliation of Net income/(loss) attributable to common stockholders to FFO, FFOA, and AFFO for the three and nine months ended September 30, 2021 and 2020 (dollars in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Nine Months Ended

​

​

​

September 30, 

​

September 30, 

​

​

    

2021

    

2020

    

2021

    

2020

​

Net income/(loss) attributable to common stockholders

​

$

16,673

​

$

(26,309)

​

$

29,384

​

$

34,555

​

Real estate depreciation and amortization

​

 

152,636

​

 

151,949

​

 

442,893

​

 

462,481

​

Noncontrolling interests

​

 

1,309

​

 

(1,959)

​

 

2,294

​

 

2,685

​

Real estate depreciation and amortization on unconsolidated joint ventures

​

 

7,929

​

 

8,738

​

 

24,064

​

 

26,299

​

Net gain on the sale of unconsolidated depreciable property

​

 

—

​

 

—

​

 

(2,460)

​

 

—

​

Net gain on the sale of depreciable real estate owned, net of tax

​

 

—

​

 

—

​

 

(50,778)

​

 

(61,303)

​

FFO attributable to common stockholders and unitholders, basic

​

$

178,547

​

$

132,419

​

$

445,397

​

$

464,717

​

Distributions to preferred stockholders — Series E (Convertible)

​

 

1,058

​

 

1,051

​

 

3,171

​

 

3,179

​

FFO attributable to common stockholders and unitholders, diluted

​

$

179,605

​

$

133,470

​

$

448,568

​

$

467,896

​

Income/(loss) per weighted average common share, diluted

​

$

0.06

​

$

(0.09)

​

$

0.10

​

$

0.12

​

FFO per weighted average common share and unit, basic

​

$

0.56

​

$

0.42

​

$

1.39

​

$

1.47

​

FFO per weighted average common share and unit, diluted

​

$

0.55

​

$

0.42

​

$

1.39

​

$

1.46

​

Weighted average number of common shares and OP/DownREIT Units outstanding — basic

​

 

320,357

​

 

317,034

​

 

319,491

​

 

316,939

​

Weighted average number of common shares, OP/DownREIT Units, and common stock equivalents outstanding — diluted

​

 

326,611

​

 

320,242

​

 

323,456

​

 

320,210

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Impact of adjustments to FFO:

​

 

  

​

 

  

​

 

  

​

 

  

​

Debt extinguishment and other associated costs

​

$

386

​

$

24,540

​

$

42,336

​

$

24,540

​

Debt extinguishment and other associated costs on unconsolidated joint ventures

​

​

—

​

​

—

​

​

1,682

​

​

—

​

Legal and other

​

 

80

​

 

1,570

​

 

1,299

​

 

3,914

​

Realized/unrealized (gain)/loss on real estate technology investments, net of tax

​

​

(14,599)

​

​

155

​

​

(22,708)

​

​

(3,147)

​

Severance costs and other restructuring expense

​

 

233

​

 

254

​

 

841

​

 

1,896

​

Casualty-related charges/(recoveries), net

​

 

1,609

​

 

74

​

 

4,894

​

 

1,722

​

Casualty-related charges/(recoveries) on unconsolidated joint ventures, net

​

 

50

​

 

—

​

 

50

​

 

31

​

​

​

$

(12,241)

​

$

26,593

​

$

28,394

​

$

28,956

​

FFOA attributable to common stockholders and unitholders, diluted

​

$

167,364

​

$

160,063

​

$

476,962

​

$

496,852

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

FFOA per weighted average common share and unit, diluted

​

$

0.51

​

$

0.50

​

$

1.47

​

$

1.55

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Recurring capital expenditures

​

 

(16,844)

​

 

(17,397)

​

 

(42,427)

​

 

(39,110)

​

AFFO attributable to common stockholders and unitholders, diluted

​

$

150,520

​

$

142,666

​

$

434,535

​

$

457,742

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

AFFO per weighted average common share and unit, diluted

​

$

0.46

​

$

0.45

​

$

1.34

​

$

1.43

​

​

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The following table is our reconciliation of FFO share information to weighted average common shares outstanding, basic and diluted, reflected on the UDR Consolidated Statements of Operations for the three and nine months ended September 30, 2021 and 2020 (shares in thousands):

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Nine Months Ended

​

​

September 30, 

​

September 30, 

​

    

2021

    

2020

    

2021

    

2020

Weighted average number of common shares and OP/DownREIT Units outstanding — basic

 

320,357

 

317,034

 

319,491

 

316,939

Weighted average number of OP/DownREIT Units outstanding

 

(22,529)

 

(22,321)

 

(22,493)

 

(22,312)

Weighted average number of common shares outstanding — basic per the Consolidated Statements of Operations

 

297,828

 

294,713

 

296,998

 

294,627

​

​

​

​

​

​

​

​

​

Weighted average number of common shares, OP/DownREIT Units, and common stock equivalents outstanding — diluted

 

326,611

 

320,242

 

323,456

 

320,210

Weighted average number of OP/DownREIT Units outstanding

 

(22,529)

 

(22,321)

 

(22,493)

 

(22,312)

Weighted average number of Series E Cumulative Convertible Preferred shares outstanding

 

(2,918)

 

(2,918)

 

(2,918)

 

(2,960)

Weighted average number of common shares outstanding — diluted per the Consolidated Statements of Operations

 

301,164

 

295,003

 

298,045

 

294,938

​

​

​

Item 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is exposed to interest rate changes associated with our unsecured credit facility and other variable rate debt as well as refinancing risk on our fixed rate debt. The Company’s involvement with derivative financial instruments is limited and we do not expect to use them for trading or other speculative purposes. The Company uses derivative instruments solely to manage its exposure to interest rates.

See our Annual Report on Form 10-K for the year ended December 31, 2020 under the heading “Item 7A. Quantitative and Qualitative Disclosures About Market Risk” for a more complete discussion of our interest rate sensitive assets and liabilities. As of September 30, 2021, our market risk has not changed materially from the amounts reported in our Annual Report on Form 10-K for the year ended December 31, 2020.

Item 4.

CONTROLS AND PROCEDURES

The disclosure controls and procedures of the Company are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Our disclosure controls and procedures are also designed to ensure that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. As a result, our disclosure controls and procedures are designed to provide reasonable assurance that such disclosure controls and procedures will meet their objectives.

As of September 30, 2021, we carried out an evaluation, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer of the Company, of the effectiveness of the design and operation of the disclosure controls and procedures of the Company. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer of the Company concluded that the disclosure controls and procedures of the Company are effective at the reasonable assurance level described above.

There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) during the fiscal quarter to which this report relates that materially affected, or are reasonably likely to materially affect, the internal control over financial reporting of the Company.

​

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PART II — OTHER INFORMATION

Item 1.

LEGAL PROCEEDINGS

The Company is a party to various claims and routine litigation arising in the ordinary course of business. We do not believe that the results of any such claims and litigation, individually or in the aggregate, will have a material adverse effect on our business, financial position or results of operations.

Item 1A.

RISK FACTORS

There are many factors that affect the business and the results of operations of the Company, some of which are beyond its control. The following is a description of important factors that may cause the Company’s actual results of operations in future periods to differ materially from those currently expected or discussed in forward-looking statements set forth in this Report relating to our financial results, operations and business prospects. Forward-looking statements and such risks, uncertainties and other factors speak only as of the date of this Report, and we expressly disclaim any obligation or undertaking to update or revise any forward-looking statement contained herein, to reflect any change in our expectations with regard thereto, or any other change in events, conditions or circumstances on which any such statement is based, except to the extent otherwise required by law.

Risks Related to Our Real Estate Investments and Our Operations

The Ongoing COVID-19 Pandemic and Measures Intended to Prevent its Spread Could Have a Material Adverse Effect on our Business, Results of Operations, Cash Flows and Financial Condition.

Since being first reported in December 2019, COVID-19 has spread globally, including to every state in the United States. On March 11, 2020, the World Health Organization declared COVID-19 a pandemic, and on March 13, 2020, the United States declared a national emergency with respect to COVID-19. The pandemic led governments and other authorities around the world, including federal, state and local authorities in the United States, to impose measures intended to control its spread, including restrictions on freedom of movement and business operations such as travel bans, border closings, business closures, quarantines and shelter-in-place orders. While operations have been allowed to fully or partially re-open, no assurance can be given that such closures or restrictions will not be reinstituted or new restrictions imposed in the future. Our headquarters and all of our properties and our corporate offices are located in areas that have been subject to shelter-in-place orders and restrictions on the types of businesses that may continue to operate or the manner in which they may operate, and no assurance can be given that such restrictions or other restrictions will not be reinstituted in the future.

The impact of the COVID-19 pandemic and measures to prevent its spread could materially and adversely affect our business in a number of ways. Our rental revenue and operating results depend significantly on the occupancy levels at our properties and the ability of our residents and retail and commercial tenants to meet their rent obligations to us, which have been in certain cases, and could continue to be, adversely affected by, among other things, job losses, furloughs, store closures, lower incomes and uncertainty about the future as a result of the COVID-19 pandemic and related governmental actions. The deterioration of economic conditions as a result of the pandemic in certain locations materially decreased occupancy levels and rents in our portfolio, which could adversely affect the value of our properties. In addition, numerous state, local and federal efforts, including eviction moratoriums, shelter-in-place orders, prohibitions on charging certain fees and limitations on collection laws, have affected, and, if such restrictions are reinstated or new restrictions imposed, may continue to affect, our ability to collect rent or enforce legal or contractual remedies for the failure to pay rent, which have negatively impacted, and may continue to negatively impact, our ability to remove residents or retail and commercial tenants who are not paying rent and our ability to rent their units or other space to new residents or retail and commercial tenants, respectively. Although many of these measures have been lifted, additional cases of COVID-19 have resulted in, and may continue to result in, governments reinstating these or similar measures. Early in 2021, the federal government allocated funds to rent relief programs to be run by state and local authorities. Certain of such programs are not yet fully operational and funds may not be distributed under such programs in a timely manner. Further, certain of our residents with past due rent may not qualify to participate in such programs. In addition, some of such programs have required, and programs in the future may require, the forgiveness of a portion of the past due rent or agreeing to other limitations that may adversely affect our business in order to participate or may only provide funds to pay a portion of the past due rent. It is uncertain how such programs will impact our business. State, local, and federal governments also have increased, and may in the future increase, property taxes or other taxes, or fees, or may enact new taxes or fees, in order to increase revenue, which has in the past increased, and may in the future increase our expenses. Our development and construction projects, including those in our Developer Capital Program, also could be adversely affected, including as a result of disruptions in supply chains or as a result of delayed construction schedules due to

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social distancing efforts, vaccine mandates impacting staffing, or occurrences of the virus at a construction site. The COVID-19 pandemic or related impacts thereof also could adversely affect the businesses and financial conditions of our counterparties, including our joint venture partners, participants in the Developer Capital Program, and general contractors and their subcontractors, and their ability to satisfy their obligations to us and to complete transactions or projects with us as intended. Further, the federal government has indicated its intention to institute a vaccine mandate that will be applicable to our associates based on currently available information and state or local governments have or could in the future institute such mandates, which may impact our ability to operate our business in the ordinary course or result in an increased cost to do so. In addition, a significant number of our retail tenants were, and may in the future continue to be, forced to close, either temporarily or completely, or operate on a limited basis as a result of COVID-19 and related government actions, including staffing challenges created thereby, which has resulted in, and could continue to result in, delays in rent payments, rent concessions, early lease terminations or tenant bankruptcies.

The COVID-19 pandemic also has caused, and may continue to cause, severe economic, market and other disruptions worldwide. Disruptions in the financial markets could adversely impact our access to equity and debt financing, including through our commercial paper program, on favorable terms or at all, which could adversely affect our ability to consummate acquisitions, fund developments and capital expenditures, and repay or refinance indebtedness as it becomes due. See “Risks Related to Our Indebtedness and Financings—Disruptions in Financial Markets May Adversely Impact Availability and Cost of Credit and Have Other Adverse Effects on Us and the Market Price of UDR’s Stock.”

The extent of the COVID-19 pandemic’s effect on our operational and financial performance will depend on future developments, including the duration and intensity of the pandemic, the emergence and characteristics of new variants, the timing and effectiveness of COVID-19 vaccines (including against COVID-19 variant strains), the creation and duration of, or the reinstatement of, government measures to mitigate the pandemic or address its effects including vaccine mandates, the timing and effectiveness of government rent relief programs and the timing and effectiveness of vaccine administration, all of which are uncertain and difficult to predict. Due to the uncertainty surrounding the COVID-19 pandemic, we are not able at this time to estimate the full effect of these factors on our business, but the adverse impact on our business, results of operations, financial condition and cash flows could be material.

Unfavorable Apartment Market and Economic Conditions Could Adversely Affect Occupancy Levels, Rental Revenues and the Value of Our Real Estate Assets. Unfavorable market conditions in the areas in which we operate or unfavorable economic conditions generally, including as a result of COVID-19, 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 properties at favorable rates is adversely affected by the increase in supply in the multifamily and other rental markets and is dependent upon the overall level in the economy, which is adversely affected by, among other things, job losses and unemployment levels, recession, debt levels, housing markets, stock market volatility and uncertainty about the future. Some of our major expenses generally do not decline when related rents decline. We would expect that declines in our occupancy levels and rental revenues would cause us to have less cash available to pay our indebtedness and to distribute to UDR’s stockholders, which could adversely affect our financial condition or the market value of our securities. Factors that may affect our occupancy levels, our rental revenues, and/or the value of our properties include the following, among others:

● downturns in the global, national, regional and local economic conditions, particularly increases in unemployment;
● declines in mortgage interest rates, making alternative housing more affordable;
● government or builder incentives with respect to home ownership, making alternative housing options more attractive;
● local real estate market conditions, including oversupply of, or reduced demand for, apartment homes;
● declines in the financial condition of our tenants, which may make it more difficult for us to collect rents from some tenants;
● changes in market rental rates;
● our ability to renew leases or re-lease space on favorable terms;
● the timing and costs associated with property improvements, repairs or renovations;
● changes in household formation; and

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● rent control or stabilization laws, or other laws regulating or impacting rental housing, which could prevent us from raising rents to offset increases in operating costs or otherwise impact us.

The Geographic Concentration of Our Communities in Certain Markets Could Have an Adverse Effect on Our Operations if a Particular Market is Adversely Impacted by Economic or Other Conditions. For the nine months ended September 30, 2021, approximately 63.1% of our total NOI was generated from communities located in Metropolitan D.C. (17.1%), Orange County, CA (13.7%), Boston, MA (12.0%), the San Francisco Bay Area, CA (7.8%), Seattle, WA (6.8%) and New York, NY (5.7%). As a result, if any one or more of these markets is adversely impacted by regional or local economic conditions or real estate market conditions, such conditions may have a greater adverse impact on our results of operations than if our portfolio was more geographically diverse. For example, the urban core markets of New York, NY, San Francisco Bay Area, CA, and Boston, MA have been more adversely impacted by the COVID-19 pandemic in comparison to our other markets, resulting in larger decreases in rental income from elevated rent concessions and lower occupancy in those markets. In addition, if one or more of these markets is adversely affected by changes in regional or local regulations, including those related to rent control or stabilization, such regulations may have a greater adverse impact on our results of operation than if our portfolio was more geographically diverse.

We May Be Unable to Renew Leases or Relet Apartment Units as Leases Expire, or the Terms of Renewals or New Leases May Be Less Favorable Than Current Leases. When our residents decide to leave our apartments, whether because they decide not to renew their leases or they leave prior to their lease expiration date, we may not be able to relet their apartment units. Even if the residents do renew or we can relet the apartment units, the terms of renewal or reletting may be less favorable than current lease terms. Furthermore, because the majority of our apartment leases have initial terms of 12 months or less, our rental revenues are impacted by declines in market rents more quickly than if our leases were for longer terms. If we are unable to promptly renew the leases or relet the apartment units, or if the rental rates upon renewal or reletting are lower than expected rates, then our results of operations and financial condition may be adversely affected. If residents do not experience increases in their income or if they experience decreases in their income or job losses, we may be unable to increase or maintain rent and/or delinquencies may increase.

We Face Certain Risks Related to Our Retail and Commercial Space. Certain of our properties include retail or commercial space that we lease to third parties. The long term nature of our retail and commercial leases (generally five to ten years with market-based or fixed-price renewal options) and the characteristics of many of our tenants (generally small and/or local businesses) may subject us to certain risks, including risks related to such tenants being required not to operate, or to operate on a limited basis, due to the COVID-19 pandemic. The longer term leases could result in below market lease rates over time. Tenants may provide guarantees and other credit support which may prove to be inadequate or uncollectable, and the failure rate of small and/or local businesses may be higher than average. We may not be able to lease new space for rents that are consistent with our projections or for market rates. Also, when leases for our retail or commercial space terminate either at the end of the lease or because a tenant leaves early, the space may not be relet or the terms of reletting, including the cost of allowances and concessions to tenants, may be less favorable than the prior lease terms or we may incur additional expenses related to modifications of the spaces in order to satisfy new tenants. Our properties compete with other properties with retail or commercial space. The presence of competitive alternatives may adversely affect our ability to lease space and the level of rents we can obtain. If our retail or commercial tenants experience financial distress or bankruptcy, they have in the past and may in the future fail to comply with their contractual obligations, seek concessions in order to continue operations, or cease their operations, which could adversely impact our results of operations and financial condition.

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Risk of Inflation/Deflation. Substantial inflationary or deflationary pressures could have a negative effect on rental rates and property operating expenses. The general risk of inflation is that interest on our debt, general and administrative expenses and other expenses increase at a rate faster than increases in our rental rates, which could adversely affect our financial condition or results of operations.

We Are Subject to Certain Risks Associated with Selling Apartment Communities, Which Could Limit Our Operational and Financial Flexibility. We periodically dispose of apartment communities that no longer meet our strategic objectives, but adverse market conditions may make it difficult to sell apartment communities we own. We cannot predict whether we will be able to sell any property for the price or on the terms we set, or whether any price or other terms offered by a prospective purchaser would be acceptable to us. We also cannot predict the length of time needed to find a willing purchaser and to close the sale of a property. Furthermore, we may be required to expend funds to correct defects or to make improvements before a property can be sold or the purchase price may be reduced to cover any cost of correcting defects or making improvements. These conditions may limit our ability to dispose of properties and to change our portfolio in order to meet our strategic objectives, which could in turn adversely affect our financial condition, results of operations or our ability to fund other activities in which we may want to engage such as the purchase of properties, development or redevelopment, or

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funding the Developer Capital Program. We are also subject to the following risks in connection with sales of our apartment communities, among others:

● a significant portion of the proceeds from some property sales may be held by intermediaries in order for such sales to qualify as like-kind exchanges under Section 1031 of the Internal Revenue Code of 1986, as amended, or the “Code,” so that any related capital gain can be deferred for federal income tax purposes. As a result, we may not have immediate access to all of the cash proceeds generated from our property sales; and
● federal tax laws limit our ability to profit on the sale of communities that we have owned for less than two years, and this limitation may prevent us from selling communities when market conditions are favorable.

Competition Could Limit Our Ability to Lease Apartment Homes or Increase or Maintain Rents. Our apartment communities compete with numerous housing alternatives in attracting residents, including other apartment communities, condominiums and single-family rental homes, as well as owner occupied single- and multi-family homes. Competitive housing in a particular area could adversely affect our ability to lease apartment homes and increase or maintain rents, which could materially adversely affect our results of operations and financial condition.

We May Not Realize the Anticipated Benefits of Past or Future Acquisitions, and the Failure to Integrate Acquired Communities and New Personnel Successfully Could Create Inefficiencies. We have selectively acquired in the past, and if presented with attractive opportunities we intend to selectively acquire in the future, apartment communities that meet our investment criteria. Our acquisition activities and their success are subject to the following risks, among others:

● we may be unable to obtain financing for acquisitions on favorable terms, including but not limited to interest rates, term and/or loan-to-value ratios, or at all, all of which could cause us to delay or even abandon potential acquisitions;
● even if we are able to finance the acquisition, cash flow from the acquisition may be insufficient to meet our required principal and interest payments on the debt used to finance the acquisition;
● even if we enter into an acquisition agreement for an apartment community, we may not complete the acquisition for a variety of reasons after incurring certain acquisition-related costs;
● we may incur significant costs and divert management attention in connection with the evaluation and negotiation of potential acquisitions, including potential acquisitions that we subsequently do not complete;
● when we acquire an apartment community, we may invest additional amounts in it with the intention of increasing profitability, and these additional investments may not produce the anticipated improvements in profitability;
● the expected occupancy rates and rental rates may differ from actual results; and
● we may be unable to quickly and efficiently integrate acquired apartment communities and new personnel into our existing operations, and the failure to successfully integrate such apartment communities or personnel will result in inefficiencies that could materially and adversely affect our expected return on our investments and our overall profitability.

Competition Could Adversely Affect Our Ability to Acquire Properties. In the past, other real estate investors, including insurance companies, pension and investment funds, developer partnerships, investment companies and other public and private apartment REITs, have competed with us to acquire existing properties and to develop new properties, and such competition in the future may make it more difficult for us to acquire attractive investment opportunities on favorable terms, which could adversely affect our ability to grow or acquire properties profitably or with attractive returns.

Development and Construction Risks Could Impact Our Profitability. In the past we have selectively pursued the development and construction of apartment communities, and we intend to do so in the future as appropriate opportunities arise. Development activities have been, and in the future may be, conducted through wholly-owned affiliated companies or through joint ventures with unaffiliated parties. Our development and construction activities are subject to the following risks, among others:

● we may be unable to obtain construction financing for development activities on favorable terms, including but not limited to interest rates, term and/or loan-to-value ratios, or at all, which could cause us to delay or even abandon potential developments;

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● we may be unable to obtain, or face delays in obtaining, necessary zoning, land-use, building, occupancy and other required governmental or quasi-governmental permits and authorizations, which could result in increased development costs, could delay initial occupancy dates for all or a portion of a development community, and could require us to abandon our activities entirely with respect to a project for which we are unable to obtain permits or authorizations;
● cost may be higher or yields may be less than anticipated as a result of delays in completing projects, costs that exceed budget, defaults by our counterparties, and/or higher than expected concessions for lease-up and lower rents than expected;
● we may abandon development opportunities that we have already begun to explore, and we may fail to recover expenses already incurred in connection with exploring such development opportunities;
● we may be unable to complete construction and lease-up of a community on schedule, or incur development or construction costs that exceed our original estimates, and we may be unable to charge rents that would compensate for any increase in such costs;
● occupancy rates, rents and concessions at a newly developed community may fluctuate depending on a number of factors, including market and economic conditions, preventing us from meeting our expected return on our investment and our overall profitability goals; and
● when we sell communities or properties that we developed or renovated to third parties, we may be subject to warranty or construction defect claims that are uninsured or exceed the limits of our insurance.

Bankruptcy or Defaults of Our Counterparties Could Adversely Affect Our Performance. We have relationships with and, from time to time, we execute transactions with or receive services from many counterparties, such as general contractors engaged in connection with our development activities, borrowers, or joint venture partners, among others. As a result, bankruptcies or defaults by these counterparties or their subcontractors have resulted in, and in the future could result in, services not being provided as expected, projects not being completed on time, or on budget, or at all, or contractual obligations to us not being satisfied, or volatility in the financial markets and economic weakness could affect the counterparties’ ability to complete transactions with us as intended, both of which could result in disruptions to our operations that may adversely affect our financial condition and results of operations.

Property Ownership Through Partnerships and Joint Ventures May Limit Our Ability to Act Exclusively in Our Interest. We have in the past and may in the future develop and/or acquire properties in partnerships and joint ventures, including those in which we own a preferred interest, with other persons or entities when we believe circumstances warrant the use of such structures. As of September 30, 2021, we had active joint ventures and partnerships, including our preferred equity investments, with a total equity investment of $643.9 million. We could become engaged in a dispute with one or more of our partners which could adversely impact us. Moreover, our partners may have business, economic or other objectives that are inconsistent with our objectives, including objectives that relate to the appropriate timing and terms of any sale or refinancing of a property. In some instances, our partners may have competing interests in our markets that could create conflicts of interest. Also, our partners might fail to make capital contributions when due, which may require us to contribute additional capital or may negatively impact the project. In addition, we may be responsible to our partners for indemnifiable losses. In general, we and our partners may each have the right to trigger a buy-sell or other similar arrangement, which could cause us to sell our interest, or acquire our partner’s interest, at a time when we otherwise would not have initiated such a transaction and may result in the valuation of our interest in the partnership or joint venture (if we are the seller) or of the other partner’s interest in the partnership or joint venture (if we are the buyer) at levels which may not be representative of the valuation that would result from an arm’s length marketing process and could cause us to recognize unanticipated capital gains or losses or the loss of fee income.

We are also subject to other risks in connection with partnerships or joint ventures, including (i) a deadlock if we and our partner are unable to agree upon certain major and other decisions (which could result in litigation or disposing of an asset at a time at which we otherwise would not sell the asset), (ii) limitations on our ability to liquidate our position in the partnership or joint venture without the consent of the other partner, and (iii) requirements to provide guarantees in favor of lenders with respect to the indebtedness of the joint venture.

We May Not be Permitted to Dispose of Certain Properties or Pay Down the Indebtedness Associated with Those Properties When We Might Otherwise Desire to do so Without Incurring Additional Costs. In connection with certain property acquisitions, we have agreed with the sellers that we will not dispose of the acquired properties or reduce the mortgage indebtedness on such properties for significant periods of time unless we pay certain of the resulting tax costs of the sellers or

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dispose of the property in a transaction in which a gain is not recognized for federal income tax purposes by such sellers, and we may enter into similar agreements in connection with future property acquisitions. These agreements could result in us retaining properties that we would otherwise sell or not paying down or refinancing indebtedness that we would otherwise pay down or refinance. However, subject to certain conditions, we retain the right to substitute other property or debt to meet these obligations to the sellers.

We Could Incur Significant Insurance Costs and Some Potential Losses May Not Be Adequately Covered by Insurance. We have a comprehensive insurance program covering our properties and operating activities with limits of liability, deductibles and self-insured retentions customary within the multifamily industry. We believe the policy specifications and insured limits of these policies are adequate and appropriate. There are, however, certain types of extraordinary losses which may not be adequately covered under our insurance program. In addition, we will sustain losses due to insurance deductibles, self-insured retention, uninsured claims or casualties, or losses in excess of applicable coverage.

If an uninsured loss or a loss in excess of insured limits occurs, we could lose all or a portion of the capital we have invested in a property, as well as the anticipated future revenue from the property. In such an event, we might nevertheless remain obligated for any mortgage debt or other financial obligations related to the property. Material losses in excess of insurance proceeds may occur in the future. If one or more of our properties were to experience a catastrophic loss, it could seriously disrupt our operations, delay revenue and result in large expenses to repair or rebuild the property. Such events could materially and adversely affect our financial condition and results of operations.

The cost of insuring our apartment communities and our operations is a component of expense. Insurance premiums and the terms and conditions of insurance policies are subject to significant fluctuations and changes, which are generally outside of our control. We insure our properties and our operations with insurance companies that we believe have a good rating at the time our policies are put into effect. The financial condition of one or more insurance companies that insure us may be negatively impacted, which could result in their inability to pay on future insurance claims. Their inability to pay future claims may have a negative impact on our financial results. In addition, the failure, or exit or partial exit from an insurance market, of one or more insurance companies may affect our ability to obtain insurance coverage in the amounts that we seek, or at all, or increase the costs to renew or replace our insurance policies, or cause us to self-insure a portion of the risk, or increase the cost of insuring properties.

Failure to Succeed in New Markets May Limit Our Growth. We have acquired in the past, and we may acquire in the future if appropriate opportunities arise, apartment communities that are outside of our existing markets. Entering into new markets may expose us to a variety of risks, and we may not be able to operate successfully in new markets. These risks include, among others:

● inability to accurately evaluate local apartment market conditions and local economies;
● inability to hire and retain key personnel;
● lack of familiarity with local governmental and permitting procedures; and
● inability to achieve budgeted financial results.

Failure to Succeed with New Initiatives May Limit Our Ability to Grow NOI. We have in the past developed and may in the future develop initiatives that are intended to drive operating efficiencies and grow NOI, including smart home technologies and self-service options that are accessible to residents through smart devices or otherwise. Such initiatives may also involve our associates having new or different responsibilities and processes. We may incur significant costs and divert resources in connection with such initiatives, and these initiatives may not perform as projected, which could adversely affect our results of operations and the market price of UDR’s common stock.

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Potential Liability for Environmental Contamination Could Result in Substantial Costs. Under various federal, state and local environmental laws, as a current or former owner or operator of real estate, we could be required to investigate and remediate the effects of contamination of currently or formerly owned real estate by hazardous or toxic substances, often regardless of our knowledge of or responsibility for the contamination and solely by virtue of our current or former ownership or operation of the real estate. In addition, we could be held liable to a governmental authority or to third parties for property damage and for investigation and clean-up costs incurred in connection with the contamination or we could be required to incur additional costs to change how the property is constructed or operated due to presence of such substances. These costs could be substantial, and in many cases environmental laws create liens in favor of governmental authorities to secure their payment.

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The presence of such substances or a failure to properly remediate any resulting contamination could materially and adversely affect our ability to borrow against, sell or rent an affected property.

In addition, our properties are subject to various federal, state and local environmental, health and safety laws, including laws governing the management of wastes and underground and aboveground storage tanks. Noncompliance with these environmental, health and safety laws could subject us to liability. Changes in laws could increase the potential costs of compliance with environmental laws, health and safety laws or increase liability for noncompliance. This may result in significant unanticipated expenditures or may otherwise adversely affect our financial condition and results of operations.

As the owner or operator of real property, we may also incur liability based on various building conditions. For example, buildings and other structures on properties that we currently own or operate or those we acquire or operate in the future contain, may contain, or may have contained, asbestos-containing material, or ACM, or other hazardous substances. Environmental, health and safety laws require that ACM and other hazardous substances be properly managed and maintained and may impose fines or penalties on owners, operators or employers for non-compliance with those requirements.

These requirements include special precautions, such as removal, abatement or air monitoring, if ACM would be disturbed during maintenance, renovation or demolition of a building, potentially resulting in substantial costs. In addition, we may be subject to liability for personal injury or property damage sustained as a result of exposure to ACM or other hazardous substances or releases of ACM or other hazardous substances into the environment.

We cannot assure you that costs or liabilities incurred as a result of environmental or building condition issues will not adversely affect our financial condition and results of operations.

Our Properties May Contain or Develop Harmful Mold or Suffer from Other Indoor Air Quality Issues, Which Could Lead to Liability for Adverse Health Effects or Property Damage or Cost for Remediation. When excessive moisture accumulates in buildings or on building materials, mold growth may occur, particularly if the moisture problem remains undiscovered or is not addressed over a period of time. Some molds may produce airborne toxins or irritants. Indoor air quality issues can also stem from inadequate ventilation, chemical contamination from indoor or outdoor sources, and other biological contaminants such as pollen, viruses and bacteria. Indoor exposure to airborne toxins or irritants can be alleged to cause a variety of adverse health effects and symptoms, including allergic or other reactions. As a result, the presence of significant mold or other airborne contaminants at any of our properties could require us to undertake a costly remediation program to contain or remove the mold or other airborne contaminants or to increase ventilation, which could adversely affect our results of operations and cash flow. In addition, the presence of significant mold or other airborne contaminants could expose us to liability from our tenants or others for property damage or personal injury.

Compliance or Failure to Comply with the Americans with Disabilities Act of 1990 or Other Safety Regulations and Requirements Could Result in Substantial Costs. The Americans with Disabilities Act generally requires that public buildings, including our properties, be made accessible to disabled persons. Noncompliance could result in the imposition of fines by the federal government or the award of damages to private litigants. Claims have been asserted, and in the future claims may be asserted, against us with respect to some of our properties under the Americans with Disabilities Act. If, under the Americans with Disabilities Act, we are required to make substantial alterations and capital expenditures in one or more of our properties, including the removal of access barriers, it could adversely affect our financial condition and results of operations. In addition, if claims arise, we may expend resources and incur costs in investigating and resolving such claims even if our property was in compliance with the law.

Our properties are subject to various federal, state and local regulatory requirements, such as state and local fire and life safety requirements and federal, state and local accessibility requirements in addition to those imposed by the Americans with Disabilities Act. If we fail to comply with these requirements, we could incur fines or private damage awards. We do not know whether existing requirements will change or whether compliance with future requirements will require significant unanticipated expenditures that could adversely affect our financial condition or results of operations.

The Adoption of, or Changes to, Rent Control, Rent Stabilization, Eviction, Tenants’ Rights and Similar Laws and Regulations in Our Markets Could Have an Adverse Effect on Our Results of Operations and Property Values. Various state and local governments have enacted and may continue to enact rent control, rent stabilization, or limitations, and similar laws and regulations that could limit our ability to raise rents or charge certain fees, including laws or court orders, either of which could have a retroactive effect. For example, in June 2019, the State of New York enacted new rent control regulations known as the Housing Stability and Tenant Protection Act of 2019 and, in October of 2019, the State of California enacted the Tenant Protection Act of 2019. We have seen a recent increase in governments enacting or considering, or being urged to consider,

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such laws and regulations. Federal, state and local governments or courts also have made, and may make in the future, changes to laws related to allowable fees and rents, eviction and other tenants’ rights laws and regulations (including changes in response to COVID-19 and other changes that apply retroactively) that could adversely impact our results of operations and the value of our properties. Laws and regulations regarding rent control, rent stabilization, eviction, tenants’ rights, and similar matters, as well as any lawsuits against us arising from such laws and regulations, may limit our ability to charge market rents, limit our ability to increase rents, evict delinquent tenants or change fees, or recover increases in our operating expenses, which could have an adverse effect on our results of operations and the value of our properties.

Compliance with or Changes in Real Estate Tax and Other Laws and Regulations Could Adversely Affect Our Funds from Operations and Our Ability to Make Distributions to Stockholders. We are subject to federal, state and local laws, regulations, rules and ordinances at locations where we operate regarding a wide variety of matters that could affect, directly or indirectly, our operations. Generally, we do not directly pass through costs resulting from compliance with or changes in real estate tax laws to residential property tenants. We also do not generally pass through increases in income, service or other taxes to tenants under leases. These costs may adversely affect net operating income and the ability to make distributions to stockholders. Similarly, compliance with or changes in (i) laws increasing the potential liability for environmental conditions existing on properties or the restrictions on discharges or other conditions, (ii) laws and regulations regulating housing, such as the Americans with Disabilities Act and the Fair Housing Amendments Act of 1988, or (iii) employment related laws, may result in significant unanticipated expenditures, which could adversely affect our financial condition and results of operations. In addition, changes in federal and state legislation and regulation on climate change may result in increased capital expenditures to improve the energy efficiency of our existing communities and also may require us to spend more on our new development communities without a corresponding increase in revenue.

Risk of Damage from Catastrophic Weather and Natural Events. Our communities are located in areas that have or in the future may experience catastrophic weather and other natural events from time to time, including mudslides, fires, hurricanes, tornadoes, floods, snow or ice storms, or other severe inclement weather. These adverse weather and natural events could cause damage or losses that may be greater than insured levels. In the event of a loss in excess of insured limits, we could lose our capital invested in the affected community, as well as anticipated future revenue from that community. We would also continue to be obligated to repay any mortgage indebtedness or other obligations related to the community. Any such loss could adversely affect our financial condition and results of operations.

Risk of Potential Climate Change. To the extent significant changes in the climate in areas where our communities are located occur, we may experience extreme weather conditions and changes in precipitation and temperature, all of which could result in physical damage to, and/or a decrease in demand for, our communities located in these areas or communities that are otherwise affected by these changes. Should the impact of such climate changes be material in nature, or occur for lengthy periods of time, our financial condition and results of operations could be adversely affected.

Risk of Earthquake Damage. Some of our communities are located in areas subject to earthquakes, including in the general vicinity of earthquake faults. We cannot assure you that an earthquake would not cause damage or losses greater than insured levels. In the event of a loss in excess of insured limits, we could lose our capital invested in the affected community, as well as anticipated future revenue from that community. We may also continue to be obligated to repay any mortgage indebtedness or other obligations related to the community. Any such loss could adversely affect our financial condition and results of operations. Insurance coverage for earthquakes can be costly due to limited industry capacity. As a result, we may experience shortages in desired coverage levels if market conditions are such that insurance is not available or the cost of insurance makes it, in management’s view, economically impractical.

Risk of Accidental Death or Injury Due to Fire, Natural Disasters or Other Hazards. The accidental death or injury of persons living in our communities due to fire, natural disasters, other hazards, or acts or omissions of third parties could have an adverse effect on our business and results of operations. Our insurance coverage may not cover all losses associated with such events, and we may experience difficulty marketing communities where any such events have occurred, which could have an adverse effect on our financial condition and results of operations.

Actual or Threatened Terrorist Attacks May Have an Adverse Effect on Our Business and Operating Results and Could Decrease the Value of Our Assets. Actual or threatened terrorist attacks and other acts of violence, destruction or war could have an adverse effect on our business and operating results. Attacks or other similar actions that directly impact one or more of our apartment communities could significantly affect our ability to operate those communities and thereby impair our ability to achieve our expected results. Further, our insurance coverage may not cover all losses caused by a terrorist attack or similar events. In addition, the adverse effects that such violent acts and threats of future attacks could have on the U.S. economy could similarly have an adverse effect on our financial condition and results of operations.

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Mezzanine Loan Assets Involve Greater Risks of Loss than Senior Loans Secured by Income-Producing Properties. We have in the past and may in the future originate mezzanine loans, which take the form of subordinated loans secured by second mortgages on the underlying property or subordinated loans secured by a pledge of the ownership interests of either the entity owning the property or a pledge of the ownership interests of the entity that owns the interest in the entity owning the property. Mezzanine loans may involve a higher degree of risk than a senior mortgage secured by real property, because the security for the loan may lose all or substantially all of its value as a result of foreclosure by the senior lender and because it is in second position and there may not be adequate equity in the property. In the event of a bankruptcy of the entity providing the pledge of its ownership interests as security, we may not have full recourse to the assets of such entity, or the assets of the entity may not be sufficient to satisfy our mezzanine loan. If a borrower defaults on our mezzanine loan or debt senior to our loan, or in the event of a borrower bankruptcy, our mezzanine loan will be satisfied only after the senior debt. As a result, we may not recover some of or all our investment. In addition, mezzanine loans typically have higher loan-to-value ratios than conventional mortgage loans, resulting in less equity in the property and increasing the risk of loss of principal.

Risk Related to Preferred Equity Investments. We have made in the past and may in the future make preferred equity investments in corporations, limited partnerships, limited liability companies or other entities that have been formed for the purpose of directly or indirectly acquiring, developing or managing real property. Generally, we will not have the ability to control the daily operations of the entity, and we will not have the ability to select or remove a majority of the members of the board of directors, managers, general partner or partners or similar governing body of the entity or otherwise control its operations. Although we would seek to maintain sufficient influence over the entity to achieve our objectives, our partners may have interests that differ from ours and may be in a position to take actions without our consent or that are inconsistent with our interests. Further, if our partners were to fail to invest additional capital in the entity when required, we may have to invest additional capital to protect our investment. Our partners may fail to develop or operate the real property, operate the entity, or refinance property indebtedness or sell the real property in the manner intended and as a result the entity may not be able to redeem our investment or pay the return expected to us in a timely manner if at all. In addition, we may not be able to dispose of our investment in the entity in a timely manner or at the price at which we would want to divest. In the event that such an entity fails to meet expectations or becomes insolvent, we may lose our entire investment in the entity.

Risks Related to Ground Leases. We have in the past and may in the future enter into, as either landlord or tenant, a long-term ground lease with respect to a property or a portion thereof. Such ground leases may contain a rent reset provision that requires both parties to agree to a new rent or is based upon factors, for example fair market rent, that are not objective and are not within our control. We may not be able to agree with the counterparty to a revised rental rate, or the revised rental rate may be set by external factors, which could result in a different rental rate than we forecasted. In the past we have had disagreements with respect to revised rental rates and certain of such disagreements have gone to arbitration (for resolution as provided in the applicable lease agreement) and have been resolved in a manner adverse to us. In addition, the other party may not perform as expected under the ground lease or there may be a dispute with the other party to the ground lease. Any of these circumstances could have an adverse effect on our business, financial condition or operating results.

We May Experience a Decline in the Fair Value of Our Assets and Be Forced to Recognize Impairment Charges, Which Could Adversely Impact Our Financial Condition, Liquidity and Results of Operations and the Market Price of UDR’s Common Stock. A decline in the fair value of our assets may require us to recognize an impairment against such assets under generally accepted accounting principles as in effect in the United States (“GAAP”), if we were to determine that, with respect to any assets in unrealized loss positions, we do not have the ability and intent to hold such assets for a period of time sufficient to allow for recovery to the amortized cost of such assets. If such a determination were to be made, we would recognize unrealized losses through earnings and write down the amortized cost of such assets to a new cost basis, based on the fair value of such assets on the date they are considered to be impaired. Such impairment charges reflect non-cash losses at the time of recognition; subsequent disposition or sale of such assets could further affect our future losses or gains, as they are based on the difference between the sale price received and adjusted amortized cost of such assets at the time of sale. If we are required to recognize asset impairment charges in the future, these charges could adversely affect our financial condition, liquidity, results of operations and the per share trading price of UDR’s common stock.

Any Material Weaknesses Identified in Our Internal Control Over Financial Reporting Could Have an Adverse Effect on UDR’s Stock Price. Section 404 of the Sarbanes-Oxley Act of 2002 requires us to evaluate and report on our internal control over financial reporting. If we fail to maintain the adequacy of our internal controls over financial reporting, including any failure to implement required new or improved controls as a result of changes to our business or otherwise, or if we experience difficulties in their implementation, our business, results of operations and financial condition could be materially adversely harmed and we could fail to meet our reporting obligations. In addition, if we have one or more material weaknesses in our internal control over financial reporting, we could lose investor confidence in the accuracy and completeness of our financial reports, which in turn could have an adverse effect on the per share trading price of UDR’s common stock.

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A Breach of Information Technology Systems On Which We Rely Could Materially and Adversely Impact Our Business, Financial Condition, Results of Operations and Reputation. We rely on information technology systems, including the internet and networks and systems and software developed, maintained and controlled by third party vendors and other third parties, to process, transmit and store information and to manage or support our business processes. Third party vendors may collect and hold personally identifiable information and other confidential information of our tenants, prospective tenants and employees. We also maintain financial and business information regarding us and persons and entities with which we do business on our information technology systems. While we take steps, and generally require third party vendors to take steps, to protect the security of the information maintained in our and third party vendors’ information technology systems, including associate training and testing and the use of commercially available systems, software, tools and monitoring to provide security for processing, transmitting and storing of the information, it is possible that our or our third party vendors’ security measures will not be able to prevent human error or the systems’ or software’s improper functioning, or the loss, misappropriation, disclosure or corruption of personally identifiable information or other confidential or sensitive information, including information about our tenants and employees. Cybersecurity breaches, including physical or electronic break-ins, computer viruses, malware, phishing scams, attacks by hackers, breaches due to employee error or misconduct, and similar breaches, can create system disruptions, shutdowns or unauthorized access to information maintained on our information technology systems or the information technology systems of our third party vendors or other third parties or otherwise cause disruption or negative impacts to occur to our business and adversely affect our financial condition and results of operations. While we maintain cyber risk insurance to provide some coverage for certain risks arising out of cybersecurity breaches, there is no assurance that such insurance would cover all or a significant portion of the costs or consequences associated with a cybersecurity breach or that such insurance will continue to be available at rates that we consider reasonable or at all. We have in the past experienced cybersecurity breaches on our information technology systems or relating to software that we utilize, and, while none to date have been material, we expect such breaches may continue to occur in the future. As the techniques used to obtain unauthorized access to information technology systems become more varied and sophisticated and the occurrence of such breaches becomes more frequent, we and our third party vendors and other third parties may be unable to adequately anticipate these techniques or breaches and implement appropriate preventative measures. Any failure to prevent cybersecurity breaches and maintain the proper function, security and availability of our or our third party vendors’ and other third parties’ information technology systems could interrupt our operations, damage our reputation and brand, damage our competitive position, make it difficult for us to attract and retain tenants, and subject us to liability claims or regulatory penalties that could adversely affect our business, financial condition and results of operations.

Our Business and Operations Would Suffer in the Event of Information Technology System Failures. Despite system redundancy and the existence of a disaster recovery plan for our information technology systems, our information technology systems and the information technology systems maintained by our third party vendors are vulnerable to damage arising from any number of sources beyond our or our third party vendors’ control, including energy blackouts, natural disasters, terrorism, war, and telecommunication failures. Any failure to maintain proper function and availability of our or our third party vendors’ information technology systems could interrupt our operations, damage our reputation, subject us to liability claims or regulatory penalties and could adversely affect our business, financial condition and results of operations.

A Failure to Keep Pace with Developments in Technology Could Impair our Operations or Competitive Position. Our business continues to demand the use of sophisticated systems, software and technology. These systems, software and technologies must be refined, updated and replaced on a regular basis in order for us to meet our business requirements and our residents’ demands and expectations. If we are unable to do so on a timely basis or at a reasonable cost, or fail to do so our business could suffer. We also may not achieve the benefits that we anticipate from any new system, software or technology, and a failure to do so could result in higher than anticipated costs or could adversely affect our results of operation.

Social Media Presents Risks. The use of social media could cause us to suffer brand damage or unintended information disclosure. Negative posts or communications about us on a social networking website could damage our reputation. Further, employees or others may disclose non-public information regarding us or our business or otherwise make negative comments regarding us on social networking or other websites, which could adversely affect our business and results of operations. As social media evolves we will be presented with new risks and challenges.

Our Success Depends on Our Senior Management. Our success depends upon the retention of our senior management, whose continued service is not guaranteed. We may not be able to find qualified replacements for the individuals who make up our senior management if their services should no longer be available to us. The loss of services of one or more members of our senior management team could have a material adverse effect on our business, financial condition and results of operations.

Changes in U.S. Accounting Standards May Materially and Adversely Affect Our Reported Results of Operations. Accounting for public companies in the United States is in accordance with GAAP, which is established by the Financial

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Accounting Standards Board (the “FASB”), an independent body whose standards are recognized by the SEC as authoritative for publicly held companies. Uncertainties posed by various initiatives of accounting standard-setting by the FASB and the SEC, which create and interpret applicable accounting standards for U.S. companies, may change the financial accounting and reporting standards or their interpretation and application of these standards that govern the preparation of our financial statements. These changes could have a material impact on our reported financial condition and results of operations. In some cases, we could be required to apply a new or revised standard retroactively, resulting in potentially material restatements of prior period financial statements.

Third-Party Expectations Relating to Environmental, Social and Governance Factors May Impose Additional Costs and Expose Us to New Risks. There is an increasing focus from certain investors, tenants, employees, and other stakeholders concerning corporate responsibility, specifically related to environmental, social and governance factors. In addition, there is an increased focus on such matters by various regulatory authorities. Some investors may use these factors to guide their investment strategies and, in some cases, may choose not to invest in us if they believe our policies relating to corporate responsibility are inadequate. Third-party providers of corporate responsibility ratings and reports on companies have increased in number, resulting in varied and in some cases inconsistent standards. In addition, the criteria by which companies’ corporate responsibility practices are assessed and the regulations applicable thereto are evolving, which could result in greater expectations of us and cause us to undertake costly initiatives or activities to satisfy such new criteria or regulations. Further, if we elect not to or are unable to satisfy such new criteria or do not meet the criteria of a specific third-party provider, some investors may conclude that our policies with respect to corporate responsibility are inadequate. We may face reputational damage in the event that our corporate responsibility procedures or standards do not meet the standards set by various constituencies. Furthermore, if our competitors’ corporate responsibility performance is perceived to be greater than ours, potential or current investors may elect to invest with our competitors instead. In addition, in the event that we communicate certain initiatives and goals regarding environmental, social and governance matters, we could fail, or be perceived to fail, in our achievement of such initiatives or goals, or we could be criticized for the scope of such initiatives or goals. If we fail to satisfy the expectations of investors, tenants and other stakeholders or our initiatives are not executed as planned, our reputation and financial results could be adversely affected.

Risks Related to Our Indebtedness and Financings

Insufficient Cash Flow Could Affect Our Debt Financing and Create Refinancing Risk. We are subject to the risks normally associated with debt financing, including the risk that our operating income and cash flow will be insufficient to make required payments of principal and interest, could restrict or limit our ability to incur additional debt, or could restrict our borrowing capacity under our line of credit due to debt covenant restraints. Sufficient cash flow may not be available to make all required debt payments and satisfy UDR’s distribution requirements to maintain its status as a REIT for federal income tax purposes. In addition, the amounts under our line of credit may not be available to us and we may not be able to access the commercial paper market if our operating performance falls outside the constraints of our debt covenants. We are also likely to need to refinance substantially all of our outstanding debt as it matures. We may not be able to refinance existing debt, or the terms of any refinancing may not be as favorable as the terms of the existing debt, which could create pressures to sell assets or to issue additional equity when we would otherwise not choose to do so. In addition, our failure to comply with our debt covenants could result in a requirement to repay our indebtedness prior to its maturity, which could have a material adverse effect on our financial condition and cash flow, and increase our financing costs and impact our ability to make distributions to UDR’s stockholders.

Failure to Generate Sufficient Income Could Impair Debt Service Payments and Distributions to Stockholders. If our apartment communities do not generate sufficient revenue to meet rental expenses, our ability to make required payments of interest and principal on our debt securities and to pay distributions to UDR’s stockholders will be adversely affected. The following factors, among others, may affect the income generated by our apartment communities:

● the national and local economies;
● local real estate market conditions, such as an oversupply of apartment homes;
● tenants’ perceptions of the safety, convenience, and attractiveness of our communities and the neighborhoods where they are located;
● our ability to provide adequate management, maintenance and insurance;
● rental expenses, including real estate taxes and utilities;
● competition from other apartment communities;

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● changes in interest rates and the availability of financing;
● changes in governmental regulations and the related costs of compliance; and
● changes in tax and housing laws, including the enactment of rent control laws or other laws regulating multifamily housing.

Expenses associated with our investment in an apartment community, such as debt service, real estate taxes, insurance and maintenance costs, are generally not reduced when circumstances cause a reduction in revenue from that community. If a community is mortgaged to secure payment of debt and we are unable to make the mortgage payments, we could sustain a loss as a result of foreclosure on the community or the exercise of other remedies by the mortgage holder.

Changing Interest Rates Could Increase Interest Costs and Adversely Affect Our Cash Flow and the Market Price of Our Securities. We currently have, and expect to incur in the future, interest-bearing debt, including unsecured commercial paper, at rates that vary with market interest rates. As of September 30, 2021, UDR had approximately $420.1 million of variable rate indebtedness outstanding, which constitutes approximately 7.6% of total outstanding indebtedness as of such date. An increase in interest rates would increase our interest expenses and increase the costs of refinancing existing indebtedness and of issuing new debt, including unsecured commercial paper. Accordingly, higher interest rates could adversely affect cash flow and our ability to service our debt and to make distributions to security holders. The effect of prolonged interest rate increases could negatively impact our ability to make acquisitions and develop properties.

The Phase-Out of LIBOR and Transition to an Alternative Benchmark Interest Rate Could Have Adverse Effects. The administrator of LIBOR has announced it will consult on its intention to cease the publication of the one week and two month LIBOR settings immediately following the LIBOR publication on December 31, 2021, and the remaining USD LIBOR settings immediately following the LIBOR publication on June 30, 2023. The Alternative Reference Rate Committee has identified the Secured Overnight Financing Rate (“SOFR”) as the preferred alternative to LIBOR. SOFR is a broad measure of the cost of borrowing cash overnight collateralized by U.S. Treasury securities, published by the Federal Reserve Bank of New York. By the end of 2021, it is expected that new contracts will not reference LIBOR and will instead use SOFR or other alternative reference rates. Due to the broad use of LIBOR as a reference rate, all financial market participants, including us, are impacted by the risks associated with this transition and therefore it could adversely affect our operations and cash flows.

Our Debt Level May Be Increased. Our ability to incur debt is limited by covenants in our bank and other credit agreements. We manage our debt to be in compliance with these debt covenants, but subject to compliance with these covenants, we may increase the amount of our debt at any time without a concurrent improvement in our ability to service the additional debt.

Financing May Not Be Available and Could Be Dilutive. Our ability to execute our business strategy depends on our access to an appropriate blend of debt financing, including unsecured lines of credit, construction loans and other forms of secured debt, commercial paper and other forms of unsecured debt, and equity financing, including common and preferred equity. We and other companies in the real estate industry have experienced limited availability of financing from time to time, including due to regulatory changes directly or indirectly affecting financing markets, for example the changes in terms on construction loans brought about by the Basel III capital requirements and the associated “High Volatility Commercial Real Estate” designation, which has adversely impacted the availability of loans, including construction loans, and the proceeds of and the interest rate thereon. Restricted lending practices could impact our ability to obtain financing or refinancing for our properties. If we issue additional equity securities to finance developments and acquisitions instead of incurring debt, the interests of UDR’s existing stockholders could be diluted.

Failure To Maintain Our Current Credit Ratings Could Adversely Affect Our Cost of Funds, Related Margins, Liquidity, and Access to Capital Markets. Moody’s and Standard & Poor’s routinely evaluate our debt and have given us ratings on our senior unsecured debt, commercial paper program and preferred stock. These ratings are based on a number of factors, which included their assessment of our financial strength, liquidity, capital structure, asset quality, and sustainability of cash flow and earnings. Due to changes in these factors and market conditions, we may not be able to maintain our current credit ratings, which could adversely affect our cost of funds and related margins, liquidity, and access to capital markets, including our ability to access the commercial paper market.

Disruptions in Financial Markets May Adversely Impact Availability and Cost of Credit and Have Other Adverse Effects on Us and the Market Price of UDR’s Stock. Our ability to make scheduled payments on, or to refinance, our debt obligations will depend on our operating and financial performance, which in turn is subject to prevailing economic conditions

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and to financial, business and other factors beyond our control. The global equity and credit markets experienced, and may experience in the future, periods of extraordinary turmoil and volatility as a result of the COVID-19 pandemic, related government actions and uncertainty regarding their duration and impact. These circumstances may materially and adversely impact liquidity in the financial markets at times, making terms for certain financings less attractive or in some cases unavailable. Disruptions and uncertainty in the equity and credit markets may negatively impact our ability to refinance existing indebtedness and access additional financing for acquisitions, development of our properties and other purposes at reasonable terms or at all, which may negatively affect our business and the market price of UDR’s common stock. We also rely on the financial institutions that are parties to our revolving credit facility and other credit facilities. If these institutions become capital constrained, tighten their lending standards or become insolvent or if they experience excessive volumes of borrowing requests from other borrowers within a short period of time, they may be unable or unwilling to honor their funding commitments to us, which would adversely affect our ability to draw on our revolving credit facility. If we are not successful in refinancing our existing indebtedness when it becomes due, we may be forced to dispose of properties on disadvantageous terms, which might adversely affect our ability to service other debt and to meet our other obligations. A prolonged downturn in the financial markets may cause us to seek alternative sources of potentially less attractive financing, and may require us to adjust our business plan accordingly. These events also may make it more difficult or costly for us to raise capital through the issuance of UDR’s common or preferred stock.

A Change in U.S. Government Policy or Support Regarding Fannie Mae or Freddie Mac Could Have a Material Adverse Impact on Our Business. While in recent years we have decreased our borrowing from Fannie Mae and Freddie Mac, Fannie Mae and Freddie Mac are a major source of financing to participants in the multifamily housing market including potential purchasers of our properties. Potential options for the future of agency mortgage financing in the U.S. have been, and may in the future be, suggested that could involve a reduction in the amount of financing Fannie Mae and Freddie Mac are able to provide, limitations on the loans that the agencies may make, which may not include loans secured by properties like our properties, or the phase out of Fannie Mae and Freddie Mac. While we believe Fannie Mae and Freddie Mac will continue to provide liquidity to our sector, should they discontinue doing so, have their mandates changed or reduced or be disbanded or reorganized by the government, or if there is reduced government support for multifamily housing generally, it may adversely affect interest rates, capital availability, development of multifamily communities and the value of multifamily residential real estate and, as a result, may adversely affect our business and results of operations.

The Soundness of Financial Institutions Could Adversely Affect Us. We have relationships with many financial institutions, including lenders under our credit facilities, and, from time to time, we execute transactions with counterparties in the financial services industry. As a result, defaults by, or even rumors or questions about, financial institutions or the financial services industry generally, could result in losses or defaults by these institutions. In the event that the volatility of the financial markets adversely affects these financial institutions or counterparties, we or other parties to the transactions with us may be unable to complete transactions as intended, which could adversely affect our results of operations.

Interest Rate Hedging Contracts May Be Ineffective and May Result in Material Charges. From time to time when we anticipate issuing debt securities, we may seek to limit our exposure to fluctuations in interest rates during the period prior to the pricing of the securities by entering into interest rate hedging contracts. We may do this to increase the predictability of our financing costs. Also, from time to time we may rely on interest rate hedging contracts to limit our exposure under variable rate debt to unfavorable changes in market interest rates. If the terms of new debt securities are not within the parameters of, or market interest rates fall below that which we incur under a particular interest rate hedging contract, the contract is ineffective. Furthermore, the settlement of interest rate hedging contracts has involved and may in the future involve material charges. In addition, our use of interest rate hedging arrangements may expose us to additional risks, including a risk that a counterparty to a hedging arrangement may fail to honor its obligations. Developing an effective interest rate risk strategy is complex and no strategy can completely insulate us from risks associated with interest rate fluctuations. There can be no assurance that our hedging activities will have the desired beneficial impact on our results of operations or financial condition. Termination of these hedging agreements typically involves costs, such as transaction fees or breakage costs.

Risks Related to Tax Laws

We Would Incur Adverse Tax Consequences if UDR Failed to Qualify as a REIT. UDR has elected to be taxed as a REIT under the Code. Our qualification as a REIT requires us to satisfy numerous requirements, some on an annual and quarterly basis, established under highly technical and complex Code provisions for which there are only limited judicial or administrative interpretations, and involves the determination of various factual matters and circumstances not entirely within our control. We intend that our current organization and method of operation enable us to continue to qualify as a REIT, but we may not so qualify or we may not be able to remain so qualified in the future. In addition, U.S. federal income tax laws governing REITs and other corporations and the administrative interpretations of those laws may be amended at any time,

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potentially with retroactive effect. Future legislation, new regulations, administrative interpretations or court decisions could adversely affect our ability to qualify as a REIT or adversely affect UDR’s stockholders.

If we fail to qualify as a REIT in any taxable year, we would be subject to federal income tax (including, for periods prior to 2018, any applicable alternative minimum tax) on our taxable income at regular corporate rates, and would not be allowed to deduct dividends paid to UDR’s stockholders in computing our taxable income. Also, unless the Internal Revenue Service granted us relief under certain statutory provisions, we could not re-elect REIT status until the fifth calendar year after the year in which we first failed to qualify as a REIT. The additional tax liability from the failure to qualify as a REIT would reduce or eliminate the amount of cash available for investment or distribution to UDR’s stockholders. This would likely have a significant adverse effect on the value of our securities and our ability to raise additional capital. In addition, we would no longer be required to make distributions to UDR’s stockholders. Even if we continue to qualify as a REIT, we will continue to be subject to certain federal, state and local taxes on our income and property.

Certain of our subsidiaries have also elected to be taxed as REITs under the Code, and are therefore subject to the same risks in the event that any such subsidiary fails to qualify as a REIT in any taxable year.

Dividends Paid by REITs Generally Do Not Qualify for Reduced Tax Rates. In general, the maximum U.S. federal income tax rate for dividends paid to individual U.S. stockholders is 20%. Unlike dividends received from a corporation that is not a REIT, our regular dividends (i.e., dividends other than capital gain dividends) paid to individual stockholders generally are not eligible for the reduced rates. However, individual U.S. stockholders generally may deduct 20% of such regular dividends under Section 199A of the Code, reducing the effective tax rate applicable to such dividends (although such provision will expire after 2025 absent future legislation).

UDR Conducts a Portion of Its Business Through Taxable REIT Subsidiaries, Which Are Subject to Certain Tax Risks. We have established and conduct a portion of our business through taxable REIT subsidiaries. Despite UDR’s qualification as a REIT, its taxable REIT subsidiaries must pay income tax on their taxable income. In addition, we must comply with various tests to continue to qualify as a REIT for federal income tax purposes, and our income from and investments in our taxable REIT subsidiaries generally do not constitute permissible income and investments for certain of these tests. While we will attempt to ensure that our dealings with our taxable REIT subsidiaries will not adversely affect our REIT qualification, we cannot provide assurance that we will successfully achieve that result. Furthermore, we may be subject to a 100% penalty tax, we may jeopardize our ability to retain future gains on real property sales, or our taxable REIT subsidiaries may be denied deductions, to the extent our dealings with our taxable REIT subsidiaries are not deemed to be arm’s length in nature or are otherwise not respected.

REIT Distribution Requirements Limit Our Available Cash. As a REIT, UDR is subject to annual distribution requirements, which limit the amount of cash we retain for other business purposes, including amounts to fund our growth. We generally must distribute annually at least 90% of our net REIT taxable income, excluding any net capital gain, in order for our distributed earnings not to be subject to corporate income tax. We intend to make distributions to UDR’s stockholders to comply with the requirements of the Code. However, differences in timing between the recognition of taxable income and the actual receipt of cash could require us to sell assets or borrow funds on a short-term or long-term basis to meet the 90% distribution requirement of the Code.

Certain Property Transfers May Generate Prohibited Transaction Income, Resulting in a Penalty Tax on Gain Attributable to the Transaction. From time to time, we may transfer or otherwise dispose of some of our properties. Under the Code, any gain resulting from transfers of properties that we hold as inventory or primarily for sale to customers in the ordinary course of business would be treated as income from a prohibited transaction and subject to a 100% penalty tax. Since we acquire properties for investment purposes, we do not believe that our occasional transfers or disposals of property are prohibited transactions. However, whether property is held for investment purposes is a question of fact that depends on all the facts and circumstances surrounding the particular transaction. The Internal Revenue Service may contend that certain transfers or disposals of properties by us are prohibited transactions. If the Internal Revenue Service were to argue successfully that a transfer or disposition of property constituted a prohibited transaction, then we would be required to pay a 100% penalty tax on any gain allocable to us from the prohibited transaction and we may jeopardize our ability to retain future gains on real property sales. In addition, income from a prohibited transaction might adversely affect UDR’s ability to satisfy the income tests for qualification as a REIT for federal income tax purposes.

Changes to the U.S. Federal Income Tax Laws, including the Enactment of Certain Tax Reform Measures, Could Have an Adverse Impact on Our Business and Financial Results. In recent years, numerous legislative, judicial and administrative changes have been made to the U.S. federal income tax laws applicable to investments in real estate and REITs,

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including the passage of the Tax Cuts and Jobs Act of 2017. Federal legislation intended to ameliorate the economic impact of the COVID-19 pandemic, the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”), has been enacted that makes technical corrections to, or modifies on a temporary basis, certain of the provisions of the Tax Cut and Jobs Act of 2017, and it is possible that additional such legislation may be enacted in the future. The full impact of the Tax Cut and Jobs Act of 2017 and the CARES Act may not become evident for some period of time. In addition, there can be no assurance that future changes to the U.S. federal income tax laws or regulatory changes will not be proposed or enacted that could impact our business and financial results. The REIT rules are regularly under review by persons involved in the legislative process and by the Internal Revenue Service and the U.S. Treasury Department, which may result in revisions to regulations and interpretations in addition to statutory changes. If enacted, certain of such changes could have an adverse impact on our business and financial results.

We cannot predict whether, when or to what extent any new U.S. federal tax laws, regulations, interpretations or rulings will impact the real estate investment industry or REITs. Prospective investors are urged to consult their tax advisors regarding the effect of potential future changes to the federal tax laws on an investment in our shares.

We May Be Adversely Affected by Changes in State and Local Tax Laws and May Become Subject to Tax Audits from Time to Time. Because UDR is organized and qualifies as a REIT, it is generally not subject to federal income taxes, but it is subject to certain state and local taxes. From time to time, changes in state and local tax laws or regulations are enacted, which may result in an increase in our tax liability. A shortfall in tax revenues for states and local jurisdictions in which we own apartment communities may lead to an increase in the frequency and size of such changes. If such changes occur, we may be required to pay additional state and local taxes. These increased tax costs could adversely affect our financial condition and the amount of cash available for the payment of distributions to UDR’s stockholders. In the normal course of business, we or our affiliates (including entities through which we own real estate) may also become subject to federal, state or local tax audits. If we (or such entities) become subject to federal, state or local tax audits, the ultimate result of such audits could have an adverse effect on our financial condition and results of operations.

The Operating Partnership and the DownREIT Partnership Intend to Qualify as Partnerships, but Cannot Guarantee That They Will Qualify. The Operating Partnership and the DownREIT Partnership intend to qualify as partnerships for federal income tax purposes, and intend to take that position for all income tax reporting purposes. If classified as partnerships, the Operating Partnership and the DownREIT Partnership generally will not be taxable entities and will not incur federal income tax liability. However, the Operating Partnership and the DownREIT Partnership would be treated as corporations for federal income tax purposes if they were “publicly traded partnerships,” unless at least 90% of their income was qualifying income as defined in the Code. A “publicly traded partnership” is a partnership whose partnership interests are traded on an established securities market or are readily tradable on a secondary market (or the substantial equivalent thereof). Although neither the Operating Partnership’s nor the DownREIT Partnership’s partnership units are traded on an established securities market, because of the redemption rights of their limited partners, the Operating Partnership’s and DownREIT Partnership’s units held by limited partners could be viewed as readily tradable on a secondary market (or the substantial equivalent thereof), and the Operating Partnership and the DownREIT Partnership may not qualify for one of the “safe harbors” under the applicable tax regulations. Qualifying income for the 90% test generally includes passive income, such as real property rents, dividends and interest. The income requirements applicable to REITs and the definition of qualifying income for purposes of this 90% test are similar in most respects. The Operating Partnership and the DownREIT Partnership may not meet this qualifying income test. If either the Operating Partnership or the DownREIT Partnership were to be taxed as a corporation, it would incur substantial tax liabilities, and UDR would then fail to qualify as a REIT for tax purposes, unless it qualified for relief under certain statutory savings provisions, and our ability to raise additional capital would be impaired. In addition, even if the 90% test were met if the Operating Partnership or the DownREIT Partnership were a publicly traded partnership, there could be adverse tax impacts for certain limited partners.

Qualifying as a REIT Involves Highly Technical and Complex Provisions of the Code. Our qualification as a REIT involves the application of highly technical and complex Code provisions for which only limited judicial and administrative authorities exist. Even a technical or inadvertent violation could jeopardize our REIT qualification. Moreover, new legislation, court decisions or administrative guidance, in each case possibly with retroactive effect, may make it more difficult or impossible for us to qualify as a REIT. Our qualification as a REIT will depend on our satisfaction of certain asset, income, organizational, distribution, stockholder ownership and other requirements on a continuing basis. Our ability to satisfy the REIT income and asset tests depends upon our analysis of the characterization and fair market values of our assets, some of which are not susceptible to a precise determination and for which we will not obtain independent appraisals, and upon our ability to successfully manage the composition of our income and assets on an ongoing basis. In addition, our ability to satisfy the requirements to qualify as a REIT depends in part on the actions of third parties over which we have no control or only

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limited influence, including in cases where we own an equity interest in an entity that is classified as a partnership for U.S. federal income tax purposes.

Risks Related to Our Organization and Ownership of UDR’s Stock

Changes in Market Conditions and Volatility of Stock Prices Could Adversely Affect the Market Price of UDR’s Common Stock. The stock markets, including the New York Stock Exchange (“NYSE”), on which we list UDR’s common stock, have experienced significant price and volume fluctuations, including as a result of the COVID-19 pandemic. As a result, the market price of UDR’s common stock has been, and in the future could be similarly volatile, and investors in UDR’s common stock may experience a decrease in the value of their shares, including decreases unrelated to our operating performance or prospects. In addition to the risks listed in this “Risk Factors” section, a number of factors could negatively affect the price per share of UDR’s common stock, including:

● general market and economic conditions;
● actual or anticipated variations in UDR’s quarterly operating results or dividends or UDR’s payment of dividends in shares of UDR’s stock;
● changes in our funds from operations or earnings estimates;
● difficulties or inability to access capital or extend or refinance existing debt;
● decreasing (or uncertainty in) real estate valuations;
● changes in market valuations of similar companies;
● publication of research reports about us or the real estate industry;
● the general reputation of real estate investment trusts and the attractiveness of their equity securities in comparison to other equity securities (including securities issued by other real estate companies);
● general stock and bond market conditions, including changes in interest rates on fixed income securities, that may lead prospective purchasers of UDR’s stock to demand a higher annual yield from future dividends;
● a change in analyst ratings;
● additions or departures of key management personnel;
● adverse market reaction to any additional debt we incur in the future;
● speculation in the press or investment community;
● terrorist activity which may adversely affect the markets in which UDR’s securities trade, possibly increasing market volatility and causing the further erosion of business and consumer confidence and spending;
● failure to qualify as a REIT;
● strategic decisions by us or by our competitors, such as acquisitions, divestments, spin-offs, joint ventures, strategic investments or changes in business strategy;
● failure to satisfy listing requirements of the NYSE;
● governmental regulatory action and changes in tax laws; and
● the issuance of additional shares of UDR’s common stock, or the perception that such sales might occur, including under UDR’s at-the-market equity distribution program.

Many of the factors listed above are beyond our control. These factors may cause the market price of shares of UDR’s common stock to decline, regardless of our financial condition, results of operations, business or our prospects.

We May Change the Dividend Policy for UDR’s Common Stock in the Future. The decision to declare and pay dividends on UDR’s common stock, as well as the timing, amount and composition of any such future dividends, will be at the sole discretion of our board of directors and will depend on our earnings, funds from operations, liquidity, financial condition, capital requirements, contractual prohibitions or other limitations under our indebtedness, the annual distribution requirements

80

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under the REIT provisions of the Code, state law and such other factors as our board of directors considers relevant. Any change in our dividend policy could have an adverse effect on the market price of UDR’s common stock.

Maryland Law May Limit the Ability of a Third Party to Acquire Control of Us, Which May Not be in UDR’s Stockholders’ Best Interests. Maryland business statutes may limit the ability of a third party to acquire control of us. As a Maryland corporation, we are subject to various Maryland laws which may have the effect of discouraging offers to acquire our Company and of increasing the difficulty of consummating any such offers, even if our acquisition would be in UDR’s stockholders’ best interests. The Maryland General Corporation Law restricts mergers and other business combination transactions between us and any person who acquires beneficial ownership of shares of UDR’s stock representing 10% or more of the voting power without our board of directors’ prior approval. Any such business combination transaction could not be completed until five years after the person acquired such voting power, and generally only with the approval of stockholders representing 80% of all votes entitled to be cast and 66 2/3 % of the votes entitled to be cast, excluding the interested stockholder, or upon payment of a fair price. Maryland law also provides generally that a person who acquires shares of our equity stock that represents 10% (and certain higher levels) of the voting power in electing directors will have no voting rights unless approved by a vote of two-thirds of the shares eligible to vote.

Limitations on Share Ownership and Limitations on the Ability of UDR’s Stockholders to Effect a Change in Control of Our Company Restricts the Transferability of UDR’s Stock and May Prevent Takeovers That are Beneficial to UDR’s Stockholders. One of the requirements for maintenance of our qualification as a REIT for U.S. federal income tax purposes is that no more than 50% in value of our outstanding capital stock may be owned by five or fewer individuals, including entities specified in the Code, during the last half of any taxable year. Our charter contains ownership and transfer restrictions relating to UDR’s stock primarily to assist us in complying with this and other REIT ownership requirements; however, the restrictions may have the effect of preventing a change of control, which does not threaten REIT status. These restrictions include a provision that generally limits ownership by any person of more than 9.9% of the value of our outstanding equity stock, unless our board of directors exempts the person from such ownership limitation, provided that any such exemption shall not allow the person to exceed 13% of the value of our outstanding equity stock. Absent such an exemption from our board of directors, the transfer of UDR’s stock to any person in excess of the applicable ownership limit, or any transfer of shares of such stock in violation of the ownership requirements of the Code for REITs, will be considered null and void, and the intended transferee of such stock will acquire no rights in such shares. These provisions of our charter may have the effect of delaying, deferring or preventing someone from taking control of us, even though a change of control might involve a premium price for UDR’s stockholders or might otherwise be in UDR’s stockholders’ best interests.

Item 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Unregistered Sales of Equity Securities

From time to time the Company issues shares of the Company’s common stock in exchange for operating partnership units (“OP Units”) tendered to the Operating Partnership for redemption in accordance with the provisions of the Operating Partnership’s limited partnership agreement. The holders of OP Units have the right to require the Operating Partnership to redeem all or a portion of their OP Units in exchange for a cash payment based on the market value of our common stock at the time of redemption. However, the Operating Partnership’s obligation to pay the cash amount is subject to the prior right of the Company to acquire such OP Units in exchange for either the cash amount or the number of shares of the Company’s common stock equal to the number of OP Units being redeemed.

During the three months ended September 30, 2021, we did not issue any shares of our common stock upon redemption of OP Units in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933.

​

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Repurchase of Equity Securities

In February 2006, UDR’s Board of Directors authorized a 10 million share repurchase program. In January 2008, our Board of Directors authorized a new 15 million share repurchase program. Under the two share repurchase programs, UDR may repurchase shares of our common stock in open market purchases, block purchases, privately negotiated transactions or otherwise. The following table summarizes all of UDR’s repurchases of shares of common stock under these programs during the three months ended September 30, 2021 (shares in thousands):

​

​

​

​

​

​

​

​

​

​

​

    

​

​

    

Total Number

    

Maximum

​

​

​

​

​

​

of Shares

​

Number of

​

​

​

​

​

​

Purchased as

​

Shares that

​

Total

​

​

​

​

Part of

​

May Yet Be

​

Number of

​

Average

​

Publicly

​

Purchased

​

Shares

​

Price Paid

​

Announced Plans

​

Under the Plans

Period

Purchased

​

per Share

​

or Programs

​

or Programs (a)

Beginning Balance

11,158

​

$

23.75

 

11,158

 

14,439

July 1, 2021 through July 31, 2021

—

​

 

—

 

—

 

14,439

August 1, 2021 through August 31, 2021

—

​

 

—

 

—

 

14,439

September 1, 2021 through September 30, 2021

—

​

 

—

 

—

 

14,439

Balance as of September 30, 2021

11,158

​

$

23.75

 

11,158

 

14,439

(a) This number reflects the amount of shares that were available for purchase under our 10 million share repurchase program authorized in February 2006 and our 15 million share repurchase program authorized in January 2008.

During the three months ended September 30, 2021, certain of our employees surrendered shares of common stock owned by them to satisfy their statutory minimum federal and state tax obligations associated with the vesting of restricted shares of common stock issued under our 1999 Long-Term Incentive Plan (the “LTIP”). The following table summarizes all of these repurchases during the three months ended September 30, 2021 (shares in thousands):

​

​

​

​

​

​

​

​

​

​

​

    

​

​

    

Total Number

    

Maximum

​

​

​

​

​

​

of Shares

​

Number of

​

​

​

​

​

​

Purchased as

​

Shares that

​

Total

​

​

​

​

Part of

​

May Yet Be

​

Number of

​

Average

​

Publicly

​

Purchased

​

Shares

​

Price Paid

​

Announced Plans

​

Under the Plans

Period

Purchased

​

per Share (a)

​

or Programs

​

or Programs

July 1, 2021 through July 31, 2021

1,153

​

$

52.28

 

N/A

 

N/A

August 1, 2021 through August 31, 2021

—

​

 

—

 

N/A

 

N/A

September 1, 2021 through September 30, 2021

—

​

 

—

 

N/A

 

N/A

Total

1,153

​

$

52.28

 

  

 

  

(a) The price paid per share is based on the closing price of our common stock as of the date of the determination of the statutory minimum for federal and state tax obligations.

Item 3.

DEFAULTS UPON SENIOR SECURITIES

None.

Item 4.

MINE SAFETY DISCLOSURES

Not applicable.

Item 5.

OTHER INFORMATION

None.

​

​

​

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Item 6. EXHIBITS

​

​

​

Exhibit No.

    

Description

3.1

​

Articles of Restatement of UDR, Inc. (incorporated by reference to Exhibit 3.09 to UDR, Inc.’s Current Report on Form 8-K dated July 27, 2005 and filed with the SEC on August 1, 2005).

​

​

​

3.2

​

Articles of Amendment to the Articles of Restatement of UDR, Inc. dated and filed with the State Department of Assessments and Taxation of the State of Maryland on March 14, 2007 (incorporated by reference to Exhibit 3.2 to UDR, Inc.’s Current Report on Form 8-K dated March 14, 2007 and filed with the SEC on March 15, 2007).

​

​

​

3.3

​

Articles of Amendment to the Articles of Restatement of UDR, Inc. dated August 30, 2011 and filed with the State Department of Assessments and Taxation of the State of Maryland on August 31, 2011 (incorporated by reference to Exhibit 3.1 to UDR, Inc.’s Current Report on Form 8-K dated August 29, 2011 and filed with the SEC on September 1, 2011).

​

​

​

3.4

​

Articles of Amendment to the Articles of Restatement of UDR, Inc. dated and filed with the State Department of Assessments and Taxation of the State of Maryland on May 24, 2018 (incorporated by reference to Exhibit 3.1 to UDR, Inc.’s Current Report on Form 8-K dated May 24, 2018 and filed with the SEC on May 29, 2018).

​

​

​

3.5

​

Articles of Amendment to the Articles of Restatement of UDR, Inc. dated and filed with the State Department of Assessments and Taxation of the State of Maryland on July 27, 2021 (incorporated by reference to Exhibit 3.1 to UDR, Inc.’s Current Report on Form 8-K dated July 29, 2021 and filed with the SEC on July 29, 2021).

​

​

​

3.6

​

Articles Supplementary relating to UDR, Inc.’s 6.75% Series G Cumulative Redeemable Preferred Stock dated and filed with the State Department of Assessments and Taxation of the State of Maryland on May 30, 2007 (incorporated by reference to Exhibit 3.4 to UDR, Inc.’s Form 8-A Registration Statement dated and filed with the SEC on May 30, 2007).

​

​

​

3.7

​

Amended and Restated Bylaws of UDR, Inc. (as amended through May 24, 2018) (incorporated by reference to Exhibit 3.6 to UDR, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018).

​

​

​

4.1

​

UDR, Inc. 3.000% Medium-Term Note, Series A due August 2031, issued September 24, 2021.

​

​

​

10.1*

​

Indemnification Agreement by and between UDR, Inc. and each of its directors and officers listed on Schedule A thereto.

​

​

​

10.2

​

Second Amended and Restated Credit Agreement dated as of September 15, 2021 (incorporated by reference to Exhibit 10.1 to UDR, Inc.’s Current Report on Form 8-K dated September 15, 2021 and filed with the SEC on September 15, 2021).

​

​

​

10.3

​

Guaranty of United Dominion Realty, L.P. dated as of September 15, 2021 (incorporated by reference to Exhibit 10.2 to UDR, Inc.’s Current Report on Form 8-K dated September 15, 2021 and filed with the SEC on September 15, 2021).

​

​

​

22.1

​

List of Guarantor Subsidiaries of UDR, Inc. (incorporated by reference to Exhibit 22.1 to UDR Inc.’s Quarterly Report on Form 10-Q dated and filed with the SEC on April 28, 2021).

​

​

​

31.1

​

Rule 13a-14(a) Certification of the Chief Executive Officer of UDR, Inc.

​

​

​

31.2

​

Rule 13a-14(a) Certification of the Chief Financial Officer of UDR, Inc.

​

​

​

32.1

​

Section 1350 Certification of the Chief Executive Officer of UDR, Inc.

​

​

​

32.2

​

Section 1350 Certification of the Chief Financial Officer of UDR, Inc.

​

​

​

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Table of Contents

​

​

​

Exhibit No.

    

Description

101

​

Inline XBRL (Extensible Business Reporting Language). The following materials from this Quarterly Report on Form 10-Q for the periods ended September 30, 2021, formatted in Inline XBRL: (i) consolidated balance sheets of UDR, Inc., (ii) consolidated statements of operations of UDR, Inc., (iii) consolidated statements of comprehensive income/(loss) of UDR, Inc., (iv) consolidated statements of changes in equity of UDR, Inc., (v) consolidated statements of cash flows of UDR, Inc. and (vi) notes to consolidated financial statements of UDR, Inc. The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.

​

​

​

104

​

Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

​

​

​

*

Management Contract or Compensatory Plan or Arrangement

​

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Table of Contents

​

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each of the registrants has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

​

​

​

​

​

UDR, Inc.

Date:

October 27, 2021

/s/ Joseph D. Fisher

​

​

Joseph D. Fisher

​

​

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

​

​

​

​

​

​

​

​

85

Exhibit 4.1

UDR, INC.

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (THE “DEPOSITARY”) (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER HEREOF OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

REGISTERED
No. 2

CUSIP No.:
90265EAR1

PRINCIPAL AMOUNT:
$200,000,000

​

​

​

​

UDR, INC.

​

​

​

​

​

​

​

MEDIUM-TERM NOTE
SERIES A

DUE NINE MONTHS OR MORE FROM DATE OF ISSUE, FULLY AND UNCONDITIONALLY GUARANTEED BY UNITED DOMINION REALTY, L.P.

(Fixed Rate)

​

​

​

​

ORIGINAL ISSUE DATE:
August 15, 2019

INTEREST RATE: 3.000%

STATED MATURITY DATE: August 15, 2031

​

​

​

INTEREST PAYMENT DATE(S)

[ ] CHECK IF DISCOUNT NOTE

​

[X] February 15 and August 15, commencing February 15, 2022

Issue Price: 106.388% plus accrued interest from August 15, 2021

​

[ ] Other:

​

​

​

​

​

INITIAL REDEMPTION

INITIAL REDEMPTION

ANNUAL REDEMPTION

DATE: See Addendum

PERCENTAGE: See Addendum

PERCENTAGE

​

​

REDUCTION: See Addendum

​

​

​

OPTIONAL REPAYMENT

​

​

DATE(S): See Addendum

​

​

​

​

​

SPECIFIED CURRENCY:

AUTHORIZED DENOMINATION:

EXCHANGE RATE

[X] United States dollars
[ ] Other:

[X] $2,000 and $1,000 integral
multiples thereof

AGENT: N/A

​

[ ] Other:

​

​

​

​

ADDENDUM ATTACHED

DEFAULT INTEREST RATE: N/A

OTHER/ADDITIONAL PROVISIONS: N/A

[X] Yes
[ ] No

​

​

​

​

2

​

UDR, INC., a Maryland corporation (the “Company”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & Co., as nominee for The Depository Trust Company, or registered assigns, the Principal Amount of TWO HUNDRED MILLION DOLLARS ($200,000,000), on the Stated Maturity Date specified above (or any Redemption Date or Repayment Date, each as defined on the reverse hereof, or any earlier date of acceleration of maturity) (each such date being hereinafter referred to as the “Maturity Date” with respect to the principal repayable on such date) and to pay interest thereon (and on any overdue principal, premium and/or interest to the extent legally enforceable) at the Interest Rate per annum specified above, until the principal hereof is paid or duly made available for payment.  The Company will pay interest in arrears on each Interest Payment Date, if any, specified above (each, an “Interest Payment Date”), commencing with the first Interest Payment Date next succeeding the Original Issue Date specified above, and on the Maturity Date; provided, however, that if the Original Issue Date occurs between a Record Date (as defined below) and the next succeeding Interest Payment Date, interest payment will commence on the Interest Payment Date immediately following the next succeeding Record Date to the registered holder (the “Holder”) of this Note on the next succeeding Record Date.  Interest on this Note will be computed on the basis of a 360-day year of twelve 30-day months.

United Dominion Realty, L.P., a Delaware limited partnership (the “Operating Partnership”), as primary obligor and not merely as surety, hereby irrevocably and unconditionally guarantees to the Holder and to the Trustee and their successors and assigns (a) the full and punctual payment when due, whether at the Maturity Date, by acceleration or otherwise, of all obligations of the Company now or hereafter existing under the Indenture whether for principal of or interest on the Notes (and premium and Make-Whole Amount, if applicable) and all other monetary obligations of the Company under the Indenture and the Notes and (b) the full and punctual performance within the applicable grace periods of all other obligations of the Company under the Indenture and the Notes (all such obligations guaranteed hereby by the Operating Partnership being the “Guarantee”). The Holder of this Note may enforce its rights under the Guarantee directly against the Operating Partnership without first making a demand or taking action against the Company or any other person or entity. The Operating Partnership may, without the consent of the Holder of this Note, assume all of the Company’s rights and obligations under this Note and, upon such assumption, the Company will be released from its liabilities under the Indenture and this Note.

Interest on this Note will accrue from, and including, the immediately preceding Interest Payment Date to which interest has been paid or duly provided for (or from, and including, the Original Issue Date if no interest has been paid or duly provided for) to, but excluding, the applicable Interest Payment Date or the Maturity Date, as the case may be (each, an “Interest Period”).  The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, subject to certain exceptions described herein, be paid to the person in whose name this Note (or one or more predecessor Notes, as defined on the reverse hereof) is registered at the close of business on the February 1 or August 1 (whether or not a Business Day, as defined below) immediately preceding such Interest Payment Date (the “Record Date”); provided, however, that interest payable on the Maturity Date will be payable to the person to whom the principal hereof and premium, if any, hereon shall be payable.  Any such interest not so punctually paid or duly provided for on any Interest Payment Date other than the Maturity Date (“Defaulted Interest”) shall forthwith cease to be payable to the Holder on the close of business on any Record

3

​

Date and, instead, shall be paid to the person in whose name this Note is registered at the close of business on a special record date (the “Special Record Date”) for the payment of such Defaulted Interest to be fixed by the Trustee hereinafter referred to, notice whereof shall be given to the Holder of this Note by the Trustee not less than 10 calendar days prior to such Special Record Date or may be paid at any time in any other lawful manner, all as more fully provided for in the Indenture.

Payment of principal, premium, if any, and interest in respect of this Note due on the Maturity Date will be made in immediately available funds upon presentation and surrender of this Note (and, with respect to any applicable repayment of this Note, upon delivery of instructions as contemplated on the reverse hereof) at the office or agency maintained by the Company for that purpose in the Borough of Manhattan, The City of New York, currently the corporate trust office of the Trustee located at 40 Broad Street, 5th Floor, New York, New York 10004, or at such other paying agency in the Borough of Manhattan, The City of New York, as the Company may determine; provided, however, that if the Specified Currency (as defined below) is other than United States dollars and such payment is to be made in the Specified Currency in accordance with the provisions set forth below, such payment will be made by wire transfer of immediately available funds to an account with a bank designated by the Holder hereof at least 15 calendar days prior to the Maturity Date, provided that such bank has appropriate facilities therefor and that this Note is presented and surrendered and, if applicable, instructions are delivered at the aforementioned office or agency maintained by the Company in time for the Trustee to make such payment in such funds in accordance with its normal procedures.  Payment of interest due on any Interest Payment Date other than the Maturity Date will be made at the aforementioned office or agency maintained by the Company or, at the option of the Company, by check mailed to the address of the person entitled thereto as such address shall appear in the Security Register maintained by the Trustee; provided, however, that a Holder of U.S.$10,000,000 (or, if the Specified Currency is other than United States dollars, the equivalent thereof in the Specified Currency) or more in aggregate principal amount of Notes (whether having identical or different terms and provisions) will be entitled to receive interest payments on such Interest Payment Date by wire transfer of immediately available funds if such Holder has delivered appropriate wire transfer instructions in writing to the Trustee not less than 15 calendar days prior to such Interest Payment Date.  Any such wire transfer instructions received by the Trustee shall remain in effect until revoked by such Holder.

If any Interest Payment Date or the Maturity Date falls on a day that is not a Business Day, the required payment of principal, premium, if any, and/or interest shall be made on the next succeeding Business Day with the same force and effect as if made on the date such payment was due, and no interest shall accrue with respect to such payment for the period from and after such Interest Payment Date or the Maturity Date, as the case may be, to the date of such payment on the next succeeding Business Day.

As used herein, “Business Day” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which commercial banks are authorized or required by law, regulation or executive order to close in The City of New York; provided, however, that if the Specified Currency is other than United States dollars, such day must also not be a day on which commercial banks are authorized or required by law, regulation or executive order to close in the Principal Financial Center (as defined below) of the country issuing the Specified Currency (or, if

4

​

the Specified Currency is Euro, such day must also be a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) System is open).  “Principal Financial Center” means the capital city of the country issuing the Specified Currency, except that with respect to United States dollars, Australian dollars, Canadian dollars, Euros, South African rands and Swiss francs, the “Principal Financial Center” shall be The City of New York, Sydney, Toronto, Johannesburg and Zurich, respectively.

The Company is obligated to make payment of principal, premium, if any, and interest in respect of this Note in the currency in which this Note is denominated above (or, if such currency is not at the time of such payment legal tender for the payment of public and private debts in the country issuing such currency or, if such currency is Euro, in the member states of the European Union that have adopted the single currency in accordance with the Treaty establishing the European Community, as amended by the Treaty on European Union, then the currency which is at the time of such payment legal tender in the related country or in the adopting member states of the European Union, as the case may be) (the “Specified Currency”).  If the Specified Currency is other than United States dollars, except as otherwise provided below, any such amounts so payable by the Company will be converted by the Exchange Rate Agent specified above into United States dollars for payment to the Holder of this Note.

Any United States dollar amount to be received by the Holder of this Note will be based on the highest bid quotation in The City of New York received by the Exchange Rate Agent at approximately 11:00 A.M., New York City time, on the second Business Day preceding the applicable payment date from three recognized foreign exchange dealers (one of whom may be the Exchange Rate Agent) selected by the Exchange Rate Agent and approved by the Company for the purchase by the quoting dealer of the Specified Currency for United States dollars for settlement on such payment date in the aggregate amount of the Specified Currency payable to all Holders of Notes scheduled to receive United States dollar payments and at which the applicable dealer commits to execute a contract.  All currency exchange costs will be borne by the Holder of this Note by deductions from such payments.  If three such bid quotations are not available, payments on this Note will be made in the Specified Currency.

If the Specified Currency is other than United States dollars, the Holder of this Note may elect to receive all or a specified portion of any payment of principal, premium, if any, and/or interest, if any, in respect of this Note in the Specified Currency by submitting a written request for such payment to the Trustee at its corporate trust office in The City of New York on or prior to the applicable Record Date or at least 15 calendar days prior to the Maturity Date, as the case may be.  Such written request may be mailed or hand delivered or sent by cable, telex or other form of facsimile transmission.  The Holder of this Note may elect to receive all or a specified portion of all future payments in the Specified Currency in respect of such principal, premium, if any, and/or interest, if any, and need not file a separate election for each payment.  Such election will remain in effect until revoked by written notice delivered to the Trustee, but written notice of any such revocation must be received by the Trustee on or prior to the applicable Record Date or at least 15 calendar days prior to the Maturity Date, as the case may be.

If the Specified Currency is other than United States dollars and the Holder of this Note shall have duly made an election to receive all or a specified portion of any payment of principal, premium, if any, and/or interest, if any, in respect of this Note in the Specified Currency, but the

5

​

Specified Currency is not available due to the imposition of exchange controls or other circumstances beyond the control of the Company, the Company will be entitled to satisfy its obligations to the Holder of this Note by making such payment in United States dollars on the basis of the Market Exchange Rate (as defined below) determined by the Exchange Rate Agent on the second Business Day prior to such payment date or, if such Market Exchange Rate is not then available, on the basis of the most recently available Market Exchange Rate.  The “Market Exchange Rate” for the Specified Currency other than United States dollars means the noon dollar buying rate in The City of New York for cable transfers for the Specified Currency as certified for customs purposes (or, if not so certified, as otherwise determined) by the Federal Reserve Bank of New York.  Any payment made in United States dollars under such circumstances shall not constitute an Event of Default (as defined in the Indenture).

All determinations referred to above made by the Exchange Rate Agent shall be at its sole discretion and shall, in the absence of manifest error, be conclusive for all purposes and binding on the Holder of this Note.

The Company agrees to indemnify the Holder of any Note against any loss incurred by such Holder as a result of any judgment or order being given or made against the Company for any amount due hereunder and such judgment or order requiring payment in a currency (the “Judgment Currency”) other than the Specified Currency, and as a result of any variation between (i) the rate of exchange at which the Specified Currency amount is converted into the Judgment Currency for the purpose of such judgment or order, and (ii) the rate of exchange at which such Holder, on the date of payment of such judgment or order, is able to purchase the Specified Currency with the amount of the Judgment Currency actually received by such Holder, as the case may be.  The foregoing indemnity constitutes a separate and independent obligation of the Company and continues in full force and effect notwithstanding any such judgment or order as aforesaid.  The term “rate of exchange” includes any premiums and costs of exchange payable in connection with the purchase of, or conversion into, the relevant currency.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof and, if so specified on the face hereof, in an Addendum hereto, which further provisions shall have the same force and effect as if set forth on the face hereof.

Notwithstanding the foregoing, if an Addendum is attached hereto or “Other/Additional Provisions” apply to this Note as specified above, this Note shall be subject to the terms set forth in such Addendum or such “Other/Additional Provisions”.

Unless the Certificate of Authentication hereon has been executed by the Trustee by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

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IN WITNESS WHEREOF, UDR, Inc. has caused this Note to be duly executed by one of its duly authorized officers.

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UDR, INC.

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By:

/s/ Joseph D. Fisher

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Name:

Joseph D. Fisher

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Title:

Senior Vice President and Chief Financial Officer

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ATTEST:

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By: /s/ Deborah J. Shannon ­
Name: Deborah J. Shannon
Title: Assistant Secretary

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Dated: September 24, 2021

TRUSTEE'S CERTIFICATE OF AUTHENTICATION:

This is one of the Debt Securities of

the series designated therein referred

to in the within-mentioned Indenture.

U.S. BANK NATIONAL ASSOCIATION,

as Trustee

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By:

/s/ K. Wendy Kumar        

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Authentication Date: September 24, 2021

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Authorized Signatory

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[REVERSE OF NOTE]

UDR, INC.

MEDIUM-TERM NOTE, SERIES A

DUE NINE MONTHS OR MORE FROM DATE OF ISSUE, FULLY AND UNCONDITIONALLY GUARANTEED BY UNITED DOMINION REALTY, L.P.

(Fixed Rate)

This Note is one of a duly authorized series of Debt Securities (the “Debt Securities”) of the Company issued and to be issued under an Indenture, dated as of November 1, 1995, as supplemented by the first supplemental indenture thereto, dated as of May 3, 2011, as further amended, modified or supplemented from time to time (the “Indenture”), between the Company (successor by merger to United Dominion Realty Trust, Inc., a Virginia corporation) and U.S. Bank National Association, successor trustee to Wachovia Bank, National Association (formerly known as First Union National Bank of Virginia), as trustee (the “Trustee”, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Debt Securities, and of the terms upon which the Debt Securities are, and are to be, authenticated and delivered.  This Note is one of the series of Debt Securities designated as “Medium-Term Notes, Series A Due Nine Months or More From Date of Issue, Fully and Unconditionally Guaranteed by United Dominion Realty, L.P.” (the “Notes”).  All terms used but not defined in this Note or in an Addendum hereto shall have the meanings assigned to such terms in the Indenture or on the face hereof, as the case may be.

United Dominion Realty, L.P., a Delaware limited partnership (the “Operating Partnership”), as primary obligor and not merely as surety, hereby irrevocably and unconditionally guarantees to the Holder and to the Trustee and their successors and assigns (a) the full and punctual payment when due, whether at the Maturity Date, by acceleration or otherwise, of all obligations of the Company now or hereafter existing under the Indenture whether for principal of or interest on the Notes (and premium and Make-Whole Amount, if applicable) and all other monetary obligations of the Company under the Indenture and the Notes and (b) the full and punctual performance within the applicable grace periods of all other obligations of the Company under the Indenture and the Notes (all such obligations guaranteed hereby by the Operating Partnership being the “Guarantee”). The Holder of this Note may enforce its rights under the Guarantee directly against the Operating Partnership without first making a demand or taking action against the Company or any other person or entity. The Operating Partnership may, without the consent of the Holder of this Note, assume all of the Company’s rights and obligations under this Note and, upon such assumption, the Company will be released from its liabilities under the Indenture and this Note.

This Note is issuable only in registered form without coupons in minimum denominations of U.S. $1,000 and integral multiples thereof or other Authorized Denomination specified on the face hereof.

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This Note will not be subject to any sinking fund and, unless otherwise specified on the face hereof in accordance with the provisions of the following two paragraphs, will not be redeemable or repayable prior to the Stated Maturity Date.

This Note will be subject to redemption at the option of the Company on any date on or after the Initial Redemption Date, if any, specified on the face hereof, in whole or from time to time in part in increments of U.S. $1,000 or other integral multiple of an Authorized Denomination (provided that any remaining principal amount hereof shall be at least U.S. $1,000 or such other minimum Authorized Denomination), at the Redemption Price (as defined below), together with unpaid interest accrued thereon to the date fixed for redemption (the “Redemption Date”), on written notice given to the Holder hereof (in accordance with the provisions of the Indenture) not more than 60 nor less than 30 calendar days prior to the Redemption Date.  The “Redemption Price” shall be an amount equal to the Initial Redemption Percentage specified on the face hereof (as adjusted by the Annual Redemption Percentage Reduction, if any, specified on the face hereof) multiplied by the unpaid principal amount of this Note to be redeemed.  The Initial Redemption Percentage, if any, shall decline at each anniversary of the Initial Redemption Date by the Annual Redemption Percentage Reduction, if any, until the Redemption Price is 100% of unpaid principal amount to be redeemed.  In the event of redemption of this Note in part only, a new Note of like tenor for the unredeemed portion hereof and otherwise having the same terms and provisions as this Note shall be issued by the Company in the name of the Holder hereof upon the presentation and surrender hereof.

This Note will be subject to repayment by the Company at the option of the Holder hereof on the Optional Repayment Date(s), if any, specified on the face hereof, in whole or in part in increments of U.S. $1,000 or other integral multiple of an Authorized Denomination (provided that any remaining principal amount hereof shall be at least U.S. $1,000 or such other minimum Authorized Denomination), at a repayment price equal to 100% of the unpaid principal amount to be repaid, together with unpaid interest accrued thereon to the date fixed for repayment (the “Repayment Date”).  For this Note to be repaid, the Trustee must receive at its corporate trust office in the Borough of Manhattan, The City of New York, not more than 60 nor less than 30 calendar days prior to the Repayment Date, such Note and instructions to such effect forwarded by the Holder hereof.  Exercise of such repayment option by the Holder hereof shall be irrevocable.  In the event of repayment of this Note in part only, a new Note of like tenor for the unrepaid portion hereof and otherwise having the same terms and provisions as this Note shall be issued by the Company in the name of the Holder hereof upon the presentation and surrender hereof.

If this Note is specified on the face hereof to be a Discount Note, the amount payable to the Holder of this Note in the event of redemption, repayment or acceleration of maturity will be equal to the sum of (1) the Issue Price specified on the face hereof (increased by any accruals of the Discount, as defined below) and, in the event of any redemption of this Note (if applicable), multiplied by the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) and (2) any unpaid interest accrued thereon to the Redemption Date, Repayment Date or date of acceleration of maturity, as the case may be.  The difference between the Issue Price and 100% of the principal amount of this Note is referred to herein as the “Discount”.

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For purposes of determining the amount of Discount that has accrued as of any Redemption Date, Repayment Date or date of acceleration of maturity of this Note, such Discount will be accrued so as to cause the yield on the Note to be constant.  The constant yield will be calculated using a 30-day month, 360-day year convention, a compounding period that, except for the Initial Period (as defined below), corresponds to the shortest period between Interest Payment Dates (with ratable accruals within a compounding period) and an assumption that the maturity of this Note will not be accelerated.  If the period from the Original Issue Date to the initial Interest Payment Date (the “Initial Period”) is shorter than the compounding period for this Note, a proportionate amount of the yield for an entire compounding period will be accrued.  If the Initial Period is longer than the compounding period, then such period will be divided into a regular compounding period and a short period, with the short period being treated as provided in the preceding sentence.

The covenants set forth in Section 1004(a) and Section 1007 of the Indenture shall not apply to this Note, and the following covenants shall instead apply to this Note in place of the covenants set forth in Section 1004(a) and Section 1007 of the Indenture:

“The Trust will, and will cause the Subsidiaries to, have at all times Total Unencumbered Assets of not less than 150% of the aggregate principal amount of all of the Trust’s outstanding Unsecured Debt and the outstanding Unsecured Debt of the Subsidiaries, determined on a consolidated basis in accordance with GAAP.

The Trust will not, and will not permit any Subsidiary to, incur any Debt if, immediately after giving effect to the incurrence of such additional Debt and the application of the proceeds thereof, the aggregate principal amount of all outstanding Debt of the Trust and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 65% of the sum of (without duplication) (i) the Trust’s Total Assets as of the end of the calendar quarter covered in the Trust’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Debt and (ii) the purchase price of any real estate assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire real estate assets or mortgages receivable or used to reduce Debt), by the Trust or any Subsidiary since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Debt.

‘Total Unencumbered Assets’ means the sum of, without duplication, those Undepreciated Real Estate Assets which are not subject to a lien securing Debt and all other assets, excluding accounts receivable and intangibles, of the Trust and the Subsidiaries not subject to a lien securing Debt, all determined on a consolidated basis in accordance with GAAP; provided, however, that all investments by the Trust and the Subsidiaries in unconsolidated joint ventures, unconsolidated limited partnerships, unconsolidated limited liability companies and other unconsolidated entities shall be excluded from Total Unencumbered

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Assets to the extent that such investments would have otherwise been included.”

If an Event of Default shall occur and be continuing, the principal of the Notes may, and in certain cases shall, be accelerated in the manner and with the effect provided in the Indenture.

The Indenture contains provisions for defeasance of (i) the entire indebtedness of the Notes or (ii) certain covenants and Events of Default with respect to the Notes, in each case upon compliance with certain conditions set forth therein, which provisions apply to the Notes.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Debt Securities at any time by the Company and the Trustee with the consent of the Holders of a majority of the aggregate principal amount of all Debt Securities at the time outstanding and affected thereby.  The Indenture also contains provisions permitting the Holders of a majority of the aggregate principal amount of the outstanding Debt Securities of any series, on behalf of the Holders of all such Debt Securities, to waive compliance by the Company with certain provisions of the Indenture.  Furthermore, provisions in the Indenture permit the Holders of a majority of the aggregate principal amount of the outstanding Debt Securities of any series, in certain instances, to waive, on behalf of all of the Holders of Debt Securities of such series, certain past defaults under the Indenture and their consequences.  Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and other Notes issued upon the registration of transfer hereof or in exchange heretofore or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay principal, premium, if any, and interest in respect of this Note at the times, places and rate or formula, and in the coin or currency, herein prescribed.

As provided in the Indenture and subject to certain limitations therein and herein set forth, the transfer of this Note is registrable in the Security Register of the Company upon surrender of this Note for registration of transfer at the office or agency of the Company in any place where the principal hereof and any premium or interest hereon are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or by his attorney duly authorized in writing, and thereupon one or more new Notes having the same terms and provisions, of Authorized Denominations and for the same aggregate principal amount, will be issued by the Company to the designated transferee or transferees.

As provided in the Indenture and subject to certain limitations therein and herein set forth, this Note is exchangeable for a like aggregate principal amount of Notes of different Authorized Denominations but otherwise having the same terms and provisions, as requested by the Holder hereof surrendering the same.

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No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Holder as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary, except as required by law.

THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF VIRGINIA.

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ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM

- as tenants in common

UNIF GIFT MIN ACT

- ________ Custodian ______

TEN ENT

- as tenants by the entireties

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(Cust) (Minor)

JT TEN

- as joint tenants with right of
survivorship and not as tenants
in common

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under Uniform Gifts to Minors Act ____________________
                              (State)

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Additional abbreviations may also be used though not in the above list.

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__________________________________

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR

OTHER

IDENTIFYING NUMBER OF ASSIGNEE  

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(Please print or typewrite name and address including postal zip code of assignee)

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this Note and all rights thereunder hereby irrevocably constituting and appointing

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Attorney to transfer this Note on the books of the Company, with full power of substitution in the premises.

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Dated:

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Notice:  The signature(s) on this Assignment must correspond with the name(s) as written upon the face of this Note in every particular, without alteration or enlargement or any change whatsoever.

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UDR, INC.

ADDENDUM TO MEDIUM-TERM NOTE
(Fixed Rate)

The Company may redeem all or part of this Note at any time at its option at a redemption price equal to the greater of (1) the principal amount of this Note being redeemed plus accrued and unpaid interest to the redemption date or (2) the Make-Whole Amount for the principal amount of this Note being redeemed.  If this Note is redeemed on or after May 15, 2031 (three months prior to the maturity date) (the “Par Call Date”), the redemption price will equal the principal amount of this Note being redeemed plus accrued and unpaid interest to the redemption date.

“Make-Whole Amount” means, as determined by the Quotation Agent, the sum of the present values of the principal amount of this Note to be redeemed, together with the scheduled payments of interest (exclusive of interest to the redemption date) from the redemption date to the Par Call Date of this Note being redeemed, in each case discounted to the redemption date on a semi-annual basis, assuming a 360-day year consisting of twelve 30-day months, at the Adjusted Treasury Rate, plus accrued and unpaid interest on the principal amount of this Note being redeemed to the redemption date.

“Adjusted Treasury Rate” means, with respect to any redemption date, the sum of (x) either (1) the yield for the maturity corresponding to the Comparable Treasury Issue, under the heading that represents the average for the immediately preceding week, appearing in the most recent published statistical release designated “H.15” or any successor publication that is published weekly by the Board of Governors of the Federal Reserve System and that establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities” (provided, if no maturity is within three months before or after the remaining term of this Note, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Adjusted Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis, rounded to the nearest month) or (2) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per year equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date, in each case calculated on the third business day preceding the redemption date, and (y) 0.200%.

“Comparable Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term of this Note (assuming, for this purpose, that this Note matured on the Par Call Date) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of this Note (assuming, for this purpose, that this Note matured on the Par Call Date).

“Comparable Treasury Price” means, with respect to any redemption date, (x) the average of three Reference Treasury Dealer Quotations for such redemption date, after excluding the

highest and lowest Reference Treasury Dealer Quotations so obtained, or (y) if fewer than five Reference Treasury Dealer Quotations are so obtained, the average of all such Reference Treasury Dealer Quotations so obtained.

“Quotation Agent” means the Reference Treasury Dealer selected by the indenture trustee after consultation with the Company.

“Reference Treasury Dealer” means any of BofA Securities, Inc., Wells Fargo Securities, LLC, J.P. Morgan Securities LLC and two other nationally recognized investment banking firms selected by the Company that are primary U.S. Government securities dealers and their respective successors and assigns.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the indenture trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the indenture trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding such redemption date.

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Exhibit 10.1

INDEMNIFICATION AGREEMENT

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THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is entered into as of __________________ (“Effective Date”), by and between UDR, Inc., a Maryland corporation (the “Company”), and __________________ (the “Indemnitee”). See Schedule A for a list of officers and directors who have entered into this Indemnification Agreement with the Company.

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WHEREAS, the Indemnitee, at the request of the Company, is serving as an officer or a member of the Board of Directors (“Board”) of the Company and in such capacity is performing a valuable service for the Company;

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WHEREAS, the law of the State of Maryland, the Company’s state of formation, permits the Company to enter into contracts with its officers or members of its Board with respect to indemnification of such persons; and

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WHEREAS, to induce the Indemnitee to continue to provide services to the Company as an officer or a member of the Board, and to provide the Indemnitee with specific contractual assurance that indemnification will be available to the Indemnitee regardless of, among other things, any amendment to or revocation of the Company’s Articles of Restatement or Amended and Restated Bylaws (as amended collectively the “Charter Documents”), or any acquisition transaction relating to the Company, the Company desires to provide the Indemnitee with protection against personal liability to the fullest extent permitted by law.

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NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and the Indemnitee hereby agree as follows:

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1. Definitions. For purposes of this Agreement:

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(a) “Change in Control” shall mean a change in control of the Company occurring after the Effective Date of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item on any similar schedule or form) promulgated under the Exchange Act (as hereinafter defined), whether or not the Company

is then subject to such reporting requirement; provided, however, that, without limitation, a Change in Control shall be deemed to have occurred if, after the Effective Date, any of the following events shall occur:

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(I) An acquisition (other than directly from the Company) of any voting securities of the Company (the “Voting Securities”) by any “Person” (as the term person is used for purposes of Section 13(d) or 14(d) of the Exchange Act, immediately after which such Person has “Beneficial Ownership” (within the meaning of Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of 30% or more of the combined voting power of the Company’s then outstanding Voting Securities; provided, however, that in determining whether a Change in Control has occurred, Voting Securities which are acquired in a “Non-Control Acquisition” (as hereinafter defined) shall not constitute an acquisition which would cause a Change in Control. A “Non-Control Acquisition” shall mean an acquisition by (i) an employee benefit plan (or a trust forming a part thereof) maintained by (x) the Company or (y) any corporation or other Person of which a majority of its voting power or its equity securities or equity interest is owned directly or indirectly by the Company (a “Subsidiary”), (ii) the Company or any Subsidiary or (iii) any Person in connection with a “Non-Control Transaction” (as hereinafter defined);

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(II) approval by stockholders of the Company of:

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(A) A merger, consolidation or reorganization involving the Company unless:

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(1) the stockholders of the Company, immediately before such merger, consolidation or reorganization, own, directly or indirectly, immediately following such merger, consolidation or reorganization, at least seventy percent (70%) of the combined voting power of the outstanding Voting Securities of the corporation or other entity resulting from such merger or consolidation or reorganization (the “Surviving Corporation”) in substantially the same proportion as among themselves as their ownership of the Voting Securities immediately before such merger, consolidation or reorganization; and

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(2) the individuals who were members of the incumbent Board immediately prior to the execution of the agreement providing for such merger, consolidation or reorganization constitute at least a majority of the members of the board of directors or board of trustees of the Surviving Corporation or a corporation or other entity beneficially owning, directly or indirectly, a majority of the Voting Securities of the Surviving Corporation;

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(A) Transaction meeting the conditions described in clauses (1) and (2) of Section 1(a)(II)(A) shall herein be referred to as a “Non-Control Transaction);

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(B) A complete liquidation or dissolution of the Company; or

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(C) An agreement for the sale or other disposition of all or substantially all of the assets of the Company to any Person (other than to an entity of which the Company directly or indirectly owns at least 70% of the Voting Securities).

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(III) There occurs a proxy contest, as a consequence of which members of the Board in office immediately prior thereto constitute less than a majority of the Board thereafter; or

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(IV) During any period of two consecutive years, individuals who at the beginning of such period constituted the Board (including for this purpose any new director whose election or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period) cease for any reason to constitute at least a majority of the Board. Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because any Person (the “Subject Person”) acquired Beneficial Ownership of more than 30% of the outstanding Voting Securities as a result of the acquisition of Voting Securities by the Company which, by reducing the number of Voting Securities outstanding, increases the proportionate number of shares Beneficially Owned by the Subject Person, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of Voting Securities by the Company, and after such share acquisition by the Company, the Subject

Person becomes the Beneficial Owner of any additional Voting Securities which increases the percentage of the then outstanding Voting Securities Beneficially Owned by the Subject Person, then a Change in Control shall occur.

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(b) “Corporate Status” means the status of a person who is or was a director, officer, employee, agent or fiduciary of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise (whether conducted for profit or not for profit) which such person is or was serving at the request of the Company.

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(c) “Disinterested Director” means a director of the Company who is not and was not a party to the Proceeding (as hereinafter defined) in respect of which indemnification and/or advancement of Expenses (as hereinafter defined), as the case may be, is sought by the Indemnitee.

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(d) “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.

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(e) “Expenses” shall include all reasonable attorneys and paralegals’ fees and costs, retainers, discovery costs, court costs, transcript costs, fees of experts and consultants, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, or being or preparing to be a witness in a Proceeding. Expenses shall also include Expenses incurred in connection with any appeal resulting from any Proceeding, including, without limitation, the premium, security for and other costs relating to any cost bond, supersedeas bond or other appeal bond or its equivalent.

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(f) “Independent Counsel” means a law firm, or a member of a law firm, selected by the Board by the vote required for determination of the Indemnitee’s entitlement to indemnification as provided in clause (ii) of Section 9(b) hereof, that (i) is experienced in matters of corporation law and (ii) has not, and, as to such law firm, no member presently is, or in the past five years has been, retained to represent (x) the Company or the Indemnitee in any matter material to

either such party, or (y) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or the Indemnitee in an action to determine the Indemnitee’s rights under this Agreement, unless such conflict of interest is waived by both the Company and the Indemnitee.

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(g) “Liabilities” means all liabilities, and losses (including judgments, fines, ERISA excise taxes or penalties, and amounts paid or to be paid in settlement, and any interest, assessments, or other charges imposed thereon, and any federal, state, local, or foreign taxes imposed on any Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement).

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(h) “Proceeding” includes any threatened, pending or completed action, claim, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing, or any other proceeding, including appeals therefrom, whether civil, criminal, administrative, or investigative (formal or informal), except one (i) initiated by the Indemnitee pursuant to Section 12 of this Agreement to enforce such Indemnitee’s rights under this Agreement or (ii) pending or completed on or before the Effective Date, unless otherwise specifically agreed in writing by the Company and the Indemnitee. If the Indemnitee reasonably believes that a given situation may lead to or culminate in the institution of a Proceeding, such situation shall also be considered a Proceeding.

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2. Indemnification - General. The Company shall indemnify, and advance Expenses to, the Indemnitee (i) as provided in this Agreement and (ii) otherwise to the fullest extent permitted by Maryland law in effect on the Effective Date and as amended from time to time (provided, however, that no change in Maryland law shall have the effect of reducing the benefits available to the Indemnitee hereunder based on Maryland law as in effect on the Effective Date). The rights of the Indemnitee provided in this Section 2 shall include, without limitation, the rights set forth in the other sections of this Agreement, including any additional indemnification permitted by Section 2-418(g) of the Maryland General Corporation Law (the “MGCL”).

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3. Proceedings Other than Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in this Section 3 if, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be, made a party to or a witness in any Proceeding, other than a Proceeding by or in the right of the Company. The Company shall also indemnify Indemnitee’s spouse (whether by statute or at common law and without regard to the location of the governing jurisdiction) and children to the same extent and subject to the same limitations applicable to Indemnitee hereunder for claims arising out of the status of such person as a spouse or child of Indemnitee, including claims seeking damages from marital property (including community property) or property held by such Indemnitee and such spouse or child or property transferred to such spouse or child, but such indemnity shall not otherwise extend to protect the spouse or child against liabilities caused by the spouse’s or child’s own acts. Pursuant to this Section 3, the Indemnitee shall be indemnified against all Liabilities and all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with a Proceeding by reason of such Indemnitee’s Corporate Status unless it is established that (i) the act or omission of the Indemnitee was material to the matter giving rise to the Proceeding and (a) was committed in bad faith or (b) was the result of active and deliberate dishonesty on the part of the Indemnitee, (ii) the Indemnitee actually received an improper personal benefit in money, property or services, or (iii) in the case of any criminal Proceeding, the Indemnitee had reasonable cause to believe that his or her conduct was unlawful. Notwithstanding the foregoing, (A) if clause (ii) of the preceding sentence applies, the Indemnitee shall be disqualified from indemnification under this Agreement only to the extent of the improper personal benefit in money, property or services actually received by the Indemnitee, unless otherwise required by Maryland law; and (B) it is the intention of the parties that the Indemnitee shall in any event be entitled to indemnification and advancement or recovery of Expenses to the maximum extent permitted by Maryland law, so that if and to the extent Maryland law now or hereafter permits indemnification and/or advancement or recovery of Expenses under the circumstances described in clauses (i), (ii) or (iii) of the preceding sentence, then and in such event, the Indemnitee shall be entitled thereto.

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4. Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of the Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be, made a party to or a witness in any

Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, the Indemnitee shall be indemnified against all amounts paid in settlement and all Expenses actually and reasonably incurred by the Indemnitee or on the Indemnitee’s behalf in connection with such Proceeding unless it is established that (i) the act or omission of the Indemnitee was material to the matter giving rise to such a Proceeding and (a) was committed in bad faith or (b) was the result of active and deliberate dishonesty or (ii) the Indemnitee actually received an improper personal benefit in money, property or services.

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5. Court-Ordered Indemnification. Notwithstanding any other provision of this Agreement, a court of appropriate jurisdiction, upon application of the Indemnitee and such notice as the court shall require, may order indemnification in the following circumstances:

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(a) if it determines that the Indemnitee is entitled to reimbursement under Section 2-418(d)(1) of the MGCL, the court shall order indemnification, in which case the Indemnitee shall be entitled to recover the Expenses of securing such reimbursement; or

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(b) if it determines that the Indemnitee is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the Indemnitee (i) has met the standards of conduct set forth in Section 2-418(b) of the MGCL or (ii) has been adjudged liable for receipt of an improper personal benefit under Section 2-418(c) of the MGCL, the court may order such indemnification as the court shall deem proper. However, indemnification with respect to any Proceeding by or in the right of the Company or in which liability shall have been adjudged in the circumstances described in Section 2-418(c) of the MGCL shall be limited to Expenses.

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6. Expenses of a Successful Party. Notwithstanding any other provision of this Agreement and without limiting the effect of any such provision, to the extent that the Indemnitee is, by reason of such Indemnitee’s Corporate Status, made a party to and is successful, on the merits or otherwise, in the defense of any Proceeding, such Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by or on behalf of such Indemnitee in connection therewith. If the Indemnitee is not wholly successful in such Proceeding, but is successful, on the merits or otherwise, as to one or more but less than all claims, issues, or matters in such Proceeding, the Company shall indemnify the Indemnitee under

this Section 6 against all Expenses actually and reasonably incurred by or on behalf of such Indemnitee in connection with each successfully resolved claim, issue or matter, allocated on a reasonable and proportionate basis. For purposes of this Section 6, the term “successful on the merits or otherwise” shall include, but not be limited to, (i) any termination, withdrawal or dismissal (with our without prejudice) of any claim, issue or matter in such Proceeding against Indemnitee without any express finding of liability or guilt against the Indemnitee, (ii) the expiration of 180 days after the making of any claim or threat of a Proceeding without the institution of the same and without any promise of payment or payment made to induce a settlement or (iii) the settlement of any Proceeding, pursuant to which Indemnitee pays less than $10,000.

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7. Witness Expenses. Notwithstanding any other provision of this Agreement, to the extent that the Indemnitee is, by reason of such Indemnitee’s Corporate Status, a witness for any reason in any Proceeding to which such Indemnitee is not a party, or receives a subpoena in any Proceeding to which such Indemnitee is not a party, such Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by or on behalf of such Indemnitee in connection therewith.

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8. Advancement of Expenses. The Company shall advance all reasonable Expenses actually and reasonably incurred by or on behalf of the Indemnitee in connection with any Proceeding (other than a proceeding brought to enforce indemnification under this Agreement, applicable law, the Charter Documents, any agreement or a resolution of the stockholders entitled to vote in the election of directors, but including any Proceeding in which the Indemnitee is not a party in accordance with Section 7) within 20 days after the receipt by the Company of a statement from the Indemnitee requesting such advance from time to time, whether prior to, during or after final disposition of such Proceeding. Such statement shall reasonably evidence the Expenses incurred by the Indemnitee and shall include or be preceded or accompanied by a written affirmation by the Indemnitee of the Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company as authorized by law and by this Agreement has been met and a written undertaking by or on behalf of the Indemnitee, in substantially the form attached hereto as Exhibit A or in such form as may be required under applicable law as in effect at the time of the execution thereof, to reimburse the portion of any

Expenses advanced to the Indemnitee relating to claims, issues or matters in the Proceeding as to which it shall ultimately be established that the standard of conduct has not been met and which have not been successfully resolved as described in Section 6. To the extent that Expenses advanced to the Indemnitee do not relate to a specific claim, issue or matter in the Proceeding, such Expenses shall be allocated on a reasonable and proportionate basis. The undertaking required by this Section 8 shall be an unlimited general obligation by or on behalf of the Indemnitee and shall be accepted without reference to the Indemnitee’s financial ability to repay such advanced Expenses and without any requirement to post security therefor.

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9. Determination of Entitlement to Indemnification.

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(a) To obtain indemnification under this Agreement, the Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification. The Indemnitee may submit one or more such requests from time to time and at such time(s) as the Indemnitee deems appropriate in his or her discretion. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that the Indemnitee has requested indemnification.

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(b) Upon such written request pursuant to Section 9(a) hereof, a determination, if required by applicable law, with respect to the Indemnitee’s entitlement thereto shall be made in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel (which Independent Counsel shall be selected by the Indemnitee and approved by the Board of Directors in accordance with Section 2-418(e)(2)(ii) of the MGCL, which approval shall not be unreasonably withheld, conditioned or delayed) in a written opinion to the Board, a copy of which shall be delivered to the Indemnitee (unless the Indemnitee shall request that such determination be made by the Board, in which case by the person or persons or in the manner provided in clause (ii) of this Section 9(b)); or (ii) if a Change in Control shall not have occurred, (a) by the Board (or a duly authorized committee thereof) by a majority vote of a quorum consisting of Disinterested Directors (if obtainable), or (b) if a quorum of the Board consisting of Disinterested Directors is not obtainable, or, even if obtainable, if such quorum of Disinterested

Directors so directs, by Independent Counsel (which Independent Counsel shall be selected by the Board of Directors in accordance with Section 2-418(e)(2)(ii) of the MGCL and approved by the Indemnitee, which approval shall not be unreasonably withheld, conditioned or delayed) in a written opinion to the Board, a copy of which shall be delivered to the Indemnitee; and, if it is so determined that the Indemnitee is entitled to indemnification, payment to the Indemnitee shall be made within ten days after such determination.

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(c) The Indemnitee shall cooperate with the person or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses incurred by the Indemnitee in so cooperating shall be borne by the Company (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold the Indemnitee harmless therefrom.

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(d) The Company shall pay the reasonable fees and expenses of Independent Counsel, if one is appointed in accordance in Section 9(b).

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10. Presumptions.

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(a) In making a determination with respect to entitlement to indemnification hereunder, the person or entity making such determination shall presume that the Indemnitee is entitled to indemnification under this Agreement if the Indemnitee has submitted a request for indemnification in accordance with Section 9(a) hereof, and the Company shall have the burden of proof to overcome such presumption in connection with the making of any determination contrary to that presumption.

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(b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, or an entry of an order of probation prior to judgment, or by dismissal, with or without prejudice,

shall not create a presumption that the Indemnitee did not meet the requisite standard of conduct described herein for indemnification.

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(c) For purposes of any determination hereunder, Indemnitee shall be deemed to have acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and its stockholders, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe Indemnitee’s conduct was unlawful, if Indemnitee’s action was based on (i) the records or books of account of the Company or another person, including financial statements, (ii) information supplied to the Indemnitee by the officers of the Company or another person in the course of their duties, (iii) the advice of legal counsel for the Company or another person, or (iv) information or records given or reports made to the Company or another person by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company or another person.

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(d) The knowledge and/or actions, or failure to act, of any other director, officer, employee or agent of the Company or any other director, trustee, officer, partner, manager, managing member, fiduciary, employee or agent of any other foreign or domestic corporation, real estate investment trust, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise shall not be imputed to the Indemnitee for purposes of determining any other right to indemnification under this Agreement.

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11. Limitation on Indemnification. Notwithstanding any other provision herein to the contrary, the Company shall not be obligated pursuant to this Agreement:

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(a) Claims Initiated by Indemnitee. To indemnify or advance Expenses to Indemnitee under this Agreement with respect to any Proceeding brought by the Indemnitee, unless (a) the Proceeding is brought to enforce indemnification under this Agreement or otherwise or (b) the Charter Documents, a resolution of the stockholders entitled to vote generally in the election of directors or of the Board or an agreement approved by the Board to which the Company is a party expressly provide otherwise.

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(b) Section 16(b) Violations. To indemnify Indemnitee on account of any Proceeding with respect to which final judgment is rendered against Indemnitee for payment or an accounting of its profits arising from the purchase or sale by Indemnitee of securities in violation of Section 16(b) of the Exchange Act, or any similar successor statute.

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(c) Non-compete and Non-disclosure. To indemnify Indemnitee in connection with Proceedings involving the enforcement of non-compete and/or non-disclosure agreements or the non-compete and/or non-disclosure provisions of employment, consulting or similar agreements the Indemnitee may be a party to with the Company, or any subsidiary of the Company or any other applicable foreign or domestic corporation, partnership, joint venture or other enterprise, if any.

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12. Remedies.

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(a) If (i) a determination is made pursuant to Section 9 of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 9(b) of this Agreement within 30 days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 6 of this Agreement within 20 days after receipt by the Company of a written request therefor, or (v) payment of indemnification is not made within 20 days after a determination has been made that the Indemnitee is entitled to indemnification, the Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Maryland, or in any other court of competent jurisdiction, of his or her entitlement to such indemnification or advancement of Expenses. The Indemnitee shall commence such proceeding seeking an adjudication within 180 days following the date on which the Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing clause shall not apply in respect of a proceeding brought by the Indemnitee to enforce Indemnitee’s rights under Section 6 of this Agreement.

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(b) In the event that a determination shall have been made pursuant to this Agreement that the Indemnitee is not entitled to indemnification, any judicial proceeding commenced

pursuant to this Section 12 shall be conducted in all respects as a de novo trial, on the merits and the Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 12, the Indemnitee shall be presumed to be entitled to indemnification or advancement of expenses, as the case may be, and the Company shall have the burden of proving that the Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be.

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(c) If a determination shall have been made or deemed to have been made pursuant to this Agreement that the Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 12, absent: (i) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.

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(d) The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement.

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(e) In the event that the Indemnitee, pursuant to this Section 12, seeks a judicial adjudication of such Indemnitee’s rights under, or to recover damages for breach of, this Agreement, if successful in whole or in part, the Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all Expenses actually and reasonably incurred by such Indemnitee in such judicial adjudication.

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13. Defense of the Underlying Proceeding.

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(a) The Indemnitee shall notify the Company promptly upon being served with or receiving any summons, citation, subpoena, complaint, indictment, information, notice, request or other document relating to any Proceeding which may result in the right to indemnification or the advancement of Expenses hereunder, and shall include with such notice a description of the Proceeding and a summary of the facts underlying the Proceeding; provided, however, that the

failure to give any such notice shall not disqualify the Indemnitee from the right, or otherwise affect in any manner any right of the Indemnitee, to indemnification or the advance of Expenses under this Agreement unless the Company’s ability to defend in such Proceeding or to obtain proceeds under any insurance policy is materially and adversely prejudiced thereby, and then only to the extent the Company is thereby actually so prejudiced.

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(b) Subject to the provisions of the last sentence of this Section 13(b) and of Section 13(c) below, the Company shall have the right to defend the Indemnitee in any Proceeding which may give rise to indemnification hereunder; provided, however, that the Company shall notify the Indemnitee of any such decision to defend within 15 calendar days following receipt of notice of any such Proceeding under Section 13(a) above. The Company shall not, without the prior written consent of the Indemnitee, which shall not be unreasonably withheld, conditioned or delayed, consent to the entry of any judgment against the Indemnitee or enter into any settlement or compromise which (i) includes an admission of fault of the Indemnitee, (ii) does not include, as an unconditional term thereof, the full release of the Indemnitee from all liability in respect of such Proceeding, which release shall be in form and substance reasonably satisfactory to the Indemnitee or (iii) would impose any Expense, judgment, fine, penalty or limitation on the Indemnitee. This Section 13(b) shall not apply to a Proceeding brought by the Indemnitee under Section 11 or Section 12 above.

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(c) Notwithstanding the provisions of Section 13(b) above, if in a Proceeding to which the Indemnitee is a party by reason of the Indemnitee’s Corporate Status, (i) the Indemnitee reasonably concludes, based upon an opinion of Indemnitee’s counsel (which counsel shall be subject to the prior approval of the Company, which approval shall not be unreasonably withheld, conditioned or delayed), that he or she may have separate defenses or counterclaims to assert with respect to any issue which may not be consistent with other defendants in such Proceeding, (ii) the Indemnitee reasonably concludes, based upon an opinion of Indemnitee’s counsel, that an actual or apparent conflict of interest or potential conflict of interest exists between the Indemnitee and the Company, or (iii) if the Company fails to assume the defense of such Proceeding in a timely manner, the Indemnitee shall be entitled to be represented by separate legal counsel of the Indemnitee’s choice, subject to the prior approval of the Company, which shall not be unreasonably withheld, conditioned or delayed, at the expense of the

Company. In addition, if the Company fails to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any Proceeding to deny or to recover from the Indemnitee the benefits intended to be provided to the Indemnitee hereunder, the Indemnitee shall have the right to retain counsel of the Indemnitee’s choice, subject to the prior approval of the Company, which shall not be unreasonably withheld, conditioned or delayed, at the expense of the Company, to represent the Indemnitee in connection with any such matter.

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14. Non-Exclusivity. The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which the Indemnitee may at any time be entitled under applicable law, the Charter Documents, any agreement or a resolution of the stockholders entitled to vote generally in the election of directors or of the Board, or otherwise; provided, however the Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that the Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement, or otherwise.. No amendment, alteration or repeal of this Agreement or any provision hereof shall be effective as to the Indemnitee with respect to any action taken or omitted by the Indemnitee in Indemnitee’s Corporate Status prior to such amendment, alteration or repeal.

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15. Subrogation. In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, who shall execute all papers required and take all actions necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

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16. Maintenance of Liability Insurance.

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(a) The Company will use its reasonable efforts to acquire directors and officers liability insurance (including “insuring clause A”, commonly known as “Side A Coverage”, or similar coverage pursuant to which the Indemnitee as an individual, and not the Company, is the insured party, with reasonable limits, retentions and other terms and conditions), on terms and conditions

and in such amounts deemed appropriate by the Board, covering the Indemnitee or any claim made against the Indemnitee for service as a director or officer of the Company and covering the Company for any indemnification or advance of expenses made by the Company to the Indemnitee for any claims made against the Indemnitee for service as a director or officer of the Company. Without in any way limiting any other obligation under this Agreement, the Company shall indemnify the Indemnitee for any payment by the Indemnitee arising out of the amount of any deductible or retention and the amount of any excess of the aggregate of all judgments, penalties, fines, settlements and reasonable expenses incurred by the Indemnitee in connection with a Proceeding over the coverage of any insurance referred to in the previous sentence.

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(b) If, at the time of the receipt of a notice of a claim pursuant to Section 9 hereof, the Company has directors’ and officers’ liability insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies.

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(c) To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors or officers of the Company, the Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available, and upon any “Change in Control”, the Company shall obtain continuation and/or “tail” coverage for the Indemnitee to the maximum amount obtainable at such time.

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17. Continuation of Indemnity.

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(a) All agreements and obligations of the Company contained herein shall continue during the period the Indemnitee is an officer or a member of the Board of the Company and shall continue thereafter so long as the Indemnitee shall be subject to any threatened, pending or completed Proceeding by reason of such Indemnitee’s Corporate Status and during the period of any statute of limitations for any act or omission occurring during the Indemnitee’s term of Corporate Status. No legal action shall be brought and no cause of action shall be asserted by or on behalf of the Company against the Indemnitee, the Indemnitee’s spouse, heirs, executors or

personal or legal representatives after the expiration of two (2) years from the date of accrual of such cause of action, and any claim or cause of action of the Company shall be extinguished and deemed released unless asserted by the timely filing of a legal action within such two (2) year period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of action such shorter period shall govern. Notwithstanding the foregoing limitations on the period within which such claim may be brought, to the extent that any applicable statute of limitations provides for a tolling of the limitation period under certain circumstances, then the limitations provided for in this Section 17 shall also be tolled in the event such circumstances exist with respect to any such claim or cause of action. This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnitee and such Indemnitee’s heirs, executors and administrators.

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(b) The indemnification and advance of Expenses provided by, or granted pursuant to, this Agreement shall be binding upon and be enforceable by the parties hereto and their respective successors and assigns (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), shall continue as to an Indemnitee who has ceased to be a director, trustee, officer, employee or agent of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which such person is or was serving at the request of the Company, and shall inure to the benefit of the Indemnitee and his or her spouse, assigns, heirs, devisees, executors and administrators and other legal representatives.

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(c) The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to the Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.

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18. Change In Law. To the extent that a change in state law (whether by statute or judicial decision) shall permit broader indemnification or advancement of expenses than is provided under the terms of the organizational documents of the Company and this Agreement,

Indemnitee shall be entitled to such broader indemnification and advancements, and this Agreement shall be deemed to be amended to such extent.

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19. Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal, or unenforceable for any reason whatsoever, (a) the validity, legality, and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any section of this Agreement containing any such provision held to be invalid, illegal, or unenforceable, that is not itself invalid, illegal, or unenforceable) shall not in any way be affected or impaired thereby, and (b) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any section of this Agreement containing any such provision held to be invalid, illegal, or unenforceable, that is not itself invalid, illegal, or unenforceable) shall be construed so as to give effect to the intent manifested by the provisions held invalid, illegal, or unenforceable.

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20. Non-Disclosure of Payments. Except as expressly required by Federal securities laws or other applicable laws or regulations or by judicial process, Indemnitee shall not disclose any payments made under this Agreement, whether indemnification or advancement of expenses, without the prior written approval of the Company.

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21. Headings. The headings of the sections of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

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22. Modification and Waiver. Except as provided in Section 18 above with respect to changes in state law which broaden the right of Indemnitee to be indemnified by the Company, no supplement, modification or amendment of this Agreement shall be binding unless executed in writing by each of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this Agreement (whether or not similar), nor shall such waiver constitute a continuing waiver.

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23. Successors. This Agreement shall be (a) binding upon all successors and assigns of the Company (including any transferee of all or a substantial portion of the business, stock and/or

assets of the Company and any direct or indirect successor by merger or consolidation or otherwise by operation of law) and (b) binding on and shall inure to the benefit of the heirs, personal representatives, executors and administrators of Indemnitee. This Agreement shall continue for the benefit of Indemnitee and such heirs, personal representatives, executors and administrators after Indemnitee has ceased to have Corporate Status.

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24. Notices. All notices, requests, demands, and other communications hereunder shall be in writing and shall be deemed to have been duly given if (i) delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, or (ii) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed, if so delivered or mailed, as the case may be, to the following addresses:

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If to the Indemnitee, to the address set forth in the records of the Company.

If to the Company, to:

UDR, Inc.

1745 Shea Center Drive, Suite 200

Highlands Ranch, CO 80129

Attn.: Chief Executive Officer

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or to such other address as may have been furnished to the Indemnitee by the Company or to the Company by the Indemnitee, as the case may be.

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25. Entire Agreement. This Agreement contains the entire agreement of the parties with respect to the subject matter hereof and supersedes any prior agreements, commitments, drafts, communications, discussions and understandings, oral or written, with respect thereto.

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26. Employment Rights. Nothing in this Agreement is intended to create in Indemnitee any right to employment or continued employment.

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27. Governing Law. The parties agree that this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Maryland.

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28. Consent to Jurisdiction. Each party to this Agreement hereby (a) consents to the jurisdiction of the United States District Court for the District of Colorado or, if such court does

not have jurisdiction over such matter, the applicable Colorado State or County Court that has jurisdiction, (b) irrevocably agrees that all actions or proceedings arising out of or relating to this Agreement shall be litigated in such court and (c) consents to personal jurisdiction within Denver, Colorado. Each party to this Agreement accepts for itself and in connection with its properties, generally and unconditionally, the exclusive jurisdiction and venue of the aforesaid courts and waives any defense of lack of personal jurisdiction or inconvenient forum or any similar defense, and irrevocably agrees to be bound by any non-appealable judgment rendered thereby in connection with this Agreement.

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29. Counterparts. This Agreement may be executed in one or more counterparts, including electronically transmitted counterparts, each of which shall constitute an original and all of which together shall constitute a single agreement.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
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UDR, INC., a Maryland corporation

By:

Warren L. Troupe, Senior Executive Vice President

_______________________________________________

_______________________, an individual

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EXHIBIT A

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FORM OF UNDERTAKING TO REPAY EXPENSES ADVANCED

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The Board of Directors of UDR, Inc.

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Re: Undertaking to Repay Expenses Advanced

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Ladies and Gentlemen:

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This undertaking is being provided pursuant to that certain Indemnification Agreement dated _________________ by and between UDR, Inc. (the “Company”) and the undersigned Indemnitee (the “Indemnification Agreement”), pursuant to which I am entitled to advancement of expenses in connection with [Description of Proceeding] (the “Proceeding”).

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Terms used herein and not otherwise defined shall have the meanings specified in the Indemnification Agreement.

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I am subject to the Proceeding by reason of my Corporate Status or by reason of alleged actions or omissions by me in such capacity. I hereby affirm that at all times, insofar as I was involved as [a director] [an officer] of the Company, in any of the facts or events giving rise to the Proceeding, I (1) acted in good faith and honestly, (2) did not receive any improper personal benefit in money, property or services and (3) in the case of any criminal proceeding, had no reasonable cause to believe that any act or omission by me was unlawful.

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In consideration of the advance of expenses by the Company for reasonable attorney’s fees and related Expenses incurred by me in connection with the Proceeding (the “Advanced Expenses”), I hereby agree that if, in connection with the Proceeding, it is established that (1) an act or omission by me was material to the matter giving rise to the Proceeding and (a) was committed in bad faith or (b) was the result of active and deliberate dishonesty or (2) I actually received an improper personal benefit in money, property or services or (3) in the case of any criminal proceeding, I had reasonable cause to believe that the act or omission was unlawful,

then I shall promptly reimburse the portion of the Advanced Expenses relating to the claims, issues or matters in the Proceeding as to which the foregoing findings have been established and which have not been successfully resolved as described in Section 6 of the Indemnification Agreement.

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To the extent that Advanced Expenses do not relate to a specific claim, issue or matter in the Proceeding, I agree that such Expenses shall be allocated on a reasonable and proportionate basis.

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IN WITNESS WHEREOF, I have executed this Affirmation and Undertaking on this ___ day of ___, 20___.

___________________________________

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________________ , an individual

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SCHEDULE A

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LISTING OF OFFICERS AND DIRECTORS WHO HAVE ENTERED INTO THIS INDEMNIFICATION AGREEMENT WITH THE COMPANY

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The following directors and officers have signed the Indemnification Agreement and all of them are dated February 4, 2016, except as otherwise noted:

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Katherine A. Cattanach

Robert P. Freeman

Jon A. Grove

Mary Ann King

James D. Klingbeil

Clint D. McDonnough

Robert A. McNamara

Mark R. Patterson

Lynne B. Sagalyn

Thomas W. Toomey

Warren L. Troupe

Harry G. Alcock

Jerry A. Davis

Joseph D. Fisher (January 1, 2017)

Diane M. Morefield (October 9, 2020)

Kevin C. Nickelberry (September 10, 2021)

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EXHIBIT 31.1

CERTIFICATION

I, Thomas W. Toomey, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of UDR, Inc.;

2. Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;

3. Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and

(d) Disclosed in this Report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)  Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

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Date:   October 27, 2021

/s/ Thomas W. Toomey

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Thomas W. Toomey

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Chairman of the Board and Chief Executive Officer (Principal Executive Officer)

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EXHIBIT 31.2

CERTIFICATION

I, Joseph D. Fisher, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of UDR, Inc.;

2. Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;

3. Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report, based on such evaluation; and

(d) Disclosed in this Report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

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Date:   October 27, 2021

/s/ Joseph D. Fisher

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Joseph D. Fisher

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

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EXHIBIT 32.1

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CERTIFICATION

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In connection with the periodic report of UDR, Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2021, as filed with the Securities and Exchange Commission (the “Report”), I, Thomas W. Toomey, Chairman of the Board and Chief Executive Officer of the Company, hereby certify as of the date hereof, solely for purposes of Title 18, Chapter 63, Section 1350 of the United States Code, that to the best of my knowledge:

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(1) the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and

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(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.

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Date:  October 27, 2021

/s/ Thomas W. Toomey

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Thomas W. Toomey

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Chairman of the Board and Chief Executive Officer (Principal Executive Officer)

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EXHIBIT 32.2

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CERTIFICATION

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In connection with the periodic report of UDR, Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2021, as filed with the Securities and Exchange Commission (the “Report”), I, Joseph D. Fisher, Senior Vice President and Chief Financial Officer of the Company, hereby certify as of the date hereof, solely for purposes of Title 18, Chapter 63, Section 1350 of the United States Code, that to the best of my knowledge:

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(1) the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and

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(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.

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Date:  October 27, 2021

/s/ Joseph D. Fisher

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Joseph D. Fisher

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Chief Financial Officer and Senior Vice President

(Principal Financial Officer)

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