UNITED DOMINION REALTY TRUST INC (Form: 10-Q, Received: 05/10/2006 15:12:15)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 10-Q


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

		For the quarterly period ended March 31, 2006

or

o		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

United Dominion Realty Trust, Inc.

(Exact name of registrant as specified in its charter)


Maryland		54-0857512
(State or other jurisdiction of incorporation of organization)		(I.R.S. Employer 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)

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 þ No o

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


Large accelerated filer þ	Accelerated filer o	Non-accelerated filer o

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

The number of shares of the issuer’s common stock, $0.01 par value, outstanding as of May 5, 2006 was 134,280,938.

UNITED DOMINION REALTY TRUST, INC.

FORM 10-Q

INDEX


		Page

PART I — FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Financial Statements (unaudited)		2
	Consolidated Balance Sheets as of March 31, 2006 and December 31, 2005		2
	Consolidated Statements of Operations for the three months ended March 31, 2006 and 2005		3
	Consolidated Statements of Cash Flows for the three months ended March 31, 2006 and 2005		4
	Consolidated Statement of Stockholders’ Equity for the three months ended March 31, 2006		5
	Notes to Consolidated Financial Statements		6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		25
Item 4.	Controls and Procedures		25
PART II — OTHER INFORMATION
Item 1A.	Risk Factors		26
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		32
Item 6.	Exhibits		33
	Signatures		34
Second Amendment to the Amended and Restated Agreement
Computation of Ratio of Earnings to Fixed Charges
Rule 13a-14(a) Certification of the CEO
Rule 13a-14(a) Certification of the CFO
Section 1350 Certification of the CEO
Section 1350 Certification of the CFO

PART I — FINANCIAL INFORMATION


Item 1.	FINANCIAL STATEMENTS

UNITED DOMINION REALTY TRUST, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except for share data)

(Unaudited)


			March 31,			December 31,
			2006			2005

ASSETS
Real estate owned:
	Real estate held for investment		$	5,275,689		$	5,215,688
		Less: accumulated depreciation		(1,137,308	)		(1,080,616	)

				4,138,381			4,135,072
	Real estate under development (net of accumulated depreciation of $619 and $140)			129,235			117,328
	Real estate held for disposition (net of accumulated depreciation of $44,373 and $43,073)			123,038			136,195

	Total real estate owned, net of accumulated depreciation			4,390,654			4,388,595
Cash and cash equivalents				36,336			15,543
Restricted cash				4,809			4,583
Deferred financing costs, net				30,436			31,036
Notes receivable				36,120			64,805
Other assets				31,019			33,938
Other assets — real estate held for disposition				1,468			3,093

	Total assets		$	4,530,842		$	4,541,593


LIABILITIES AND STOCKHOLDERS’ EQUITY
Secured debt			$	1,122,162		$	1,116,259
Unsecured debt				2,092,003			2,043,518
Real estate taxes payable				21,208			24,433
Accrued interest payable				24,178			26,672
Security deposits and prepaid rent				25,331			25,535
Distributions payable				47,078			45,313
Accounts payable, accrued expenses, and other liabilities				32,752			55,147
Other liabilities — real estate held for disposition				6,681			13,173

	Total liabilities			3,371,393			3,350,050
Minority interests				81,146			83,819
Stockholders’ equity:
Preferred stock, no par value; 50,000,000 shares authorized
	5,416,009 shares 8.60% Series B Cumulative Redeemable issued and outstanding (5,416,009 in 2005)			135,400			135,400
	2,803,812 shares 8.00% Series E Cumulative Convertible issued and outstanding (2,803,812 in 2005)			46,571			46,571
Common stock, $0.01 par value; 250,000,000 shares authorized
	134,279,842 shares issued and outstanding (134,012,053 in 2005)			1,343			1,340
Additional paid-in capital				1,684,518			1,680,115
Distributions in excess of net income				(789,529	)		(755,702	)

	Total stockholders’ equity			1,078,303			1,107,724

Total liabilities and stockholders’ equity			$	4,530,842		$	4,541,593

See accompanying notes to consolidated financial statements.

UNITED DOMINION REALTY TRUST, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)


				Three Months Ended
				March 31,

				2006			2005

REVENUES
	Rental income			$	176,810		$	158,636
	Non-property income:
		Sale of technology investment			—			12,306
		Other income			1,178			618

			Total non-property income		1,178			12,924

			Total revenues		177,988			171,560

EXPENSES
	Rental expenses:
		Real estate taxes and insurance			23,232			19,172
		Personnel			17,306			15,969
		Utilities			11,283			9,571
		Repair and maintenance			10,300			9,835
		Administrative and marketing			5,423			5,570
		Property management			4,991			4,813
		Other operating expenses			298			290
	Real estate depreciation and amortization				57,397			48,566
	Interest				44,094			38,572
	General and administrative				6,764			7,000
	Loss on early debt retirement				—			6,644
	Other depreciation and amortization				704			652

		Total expenses			181,792			166,654

(Loss)/income before minority interests and discontinued operations					(3,804	)		4,906
Minority interests of outside partnerships					(16	)		(58	)
Minority interests of unitholders in operating partnerships					468			(59	)

(Loss)/income before discontinued operations, net of minority interests					(3,352	)		4,789
Income from discontinued operations, net of minority interests					15,359			10,152

Net income					12,007			14,941
Distributions to preferred stockholders — Series B					(2,911	)		(2,911	)
Distributions to preferred stockholders — Series E (Convertible)					(931	)		(931	)

Net income available to common stockholders				$	8,165		$	11,099

Earnings per weighted average common share — basic and diluted:
	(Loss)/income from continuing operations available to common stockholders, net of minority interests			$	(0.05	)	$	0.01
	Income from discontinued operations, net of minority interests			$	0.11		$	0.07
	Net income available to common stockholders			$	0.06		$	0.08
Common distributions declared per share				$	0.3125		$	0.3000
Weighted average number of common shares outstanding — basic					133,589			136,067
Weighted average number of common shares outstanding — diluted					133,589			137,073

See accompanying notes to consolidated financial statements.

UNITED DOMINION REALTY TRUST, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands, except for share data)

(Unaudited)


				Three Months Ended
				March 31,

				2006			2005

Operating Activities
	Net income			$	12,007		$	14,941
	Adjustments to reconcile net income to net cash provided by operating activities:
		Depreciation and amortization			59,435			52,390
		Net gains on the sale of land and depreciable property			(15,347	)		(7,023	)
		Minority interests			549			749
		Amortization of deferred financing costs and other			1,427			2,330
		Amortization of deferred compensation			1,210			1,025
		Changes in operating assets and liabilities:
			Decrease/(increase) in operating assets		1,633			(2,715	)
			Decrease in operating liabilities		(28,697	)		(11,327	)

Net cash provided by operating activities					32,217			50,370
Investing Activities
	Proceeds from sales of real estate investments, net				29,135			70,451
	Repayment of note receivable				29,385			—
	Acquisition of real estate assets (net of liabilities assumed) and initial capital expenditures				(18,556	)		(121,587	)
	Development of real estate assets				(12,575	)		(9,836	)
	Capital expenditures and other major improvements — real estate assets, net of escrow reimbursement				(48,006	)		(26,483	)
	Capital expenditures — non-real estate assets				(367	)		(812	)
	Decrease in funds held in escrow from 1031 exchanges pending the acquisition of real estate				—			17,039

Net cash used in investing activities					(20,984	)		(71,228	)
Financing Activities
	Scheduled principal payments on secured debt				(955	)		(5,687	)
	Proceeds from the issuance of unsecured debt				—			105,152
	Proceeds from the issuance of secured debt				6,858			—
	Payments on secured debt				—			(108,952	)
	Payments on unsecured debt				(24,820	)		—
	Net proceeds from revolving bank debt				73,400			70,700
	Payment of financing costs				(827	)		(685	)
	Proceeds from the issuance of common stock				3,167			1,031
	Distributions paid to minority interests				(3,192	)		(3,082	)
	Distributions paid to preferred stockholders				(3,842	)		(3,842	)
	Distributions paid to common stockholders				(40,229	)		(40,020	)

Net cash provided by financing activities					9,560			14,615
Net increase/(decrease) in cash and cash equivalents					20,793			(6,243	)
Cash and cash equivalents, beginning of period					15,543			7,904

Cash and cash equivalents, end of period				$	36,336		$	1,661

Supplemental Information:
	Interest paid during the period			$	46,622		$	39,787
	Non-cash transactions:
		Conversion of operating partnership minority interests to common stock (3,900 shares in 2006 and 84,380 shares in 2005)			29			1,317
		Issuance of restricted stock awards			201			8,725

See accompanying notes to consolidated financial statements.

UNITED DOMINION REALTY TRUST, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

(In thousands, except share data)

(Unaudited)


		Preferred Stock				Common Stock						Distributions in
										Paid-in		Excess of
		Shares		Amount		Shares		Amount		Capital		Net Income			Total

Balance, December 31, 2005			8,219,821	$	181,971		134,012,053	$	1,340	$	1,680,115	$	(755,702	)	$	1,107,724

Comprehensive Income
	Net income												12,007			12,007

	Comprehensive income												12,007			12,007

	Issuance of common and restricted shares and other						263,889		3		4,374		—			4,377
	Adjustment for conversion of minority interests of unitholders in operating partnerships						3,900		—		29		—			29
	Common stock distributions declared ($0.3125 per share)												(41,992	)		(41,992	)
	Preferred stock distributions declared — Series B ($0.5375 per share)												(2,911	)		(2,911	)
	Preferred stock distributions declared — Series E ($0.3322 per share)												(931	)		(931	)

Balance, March 31, 2006			8,219,821	$	181,971		134,279,842	$	1,343	$	1,684,518	$	(789,529	)	$	1,078,303

See accompanying notes to consolidated financial statements .

UNITED DOMINION REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2006

(UNAUDITED)


1.	CONSOLIDATION AND BASIS OF PRESENTATION

United Dominion Realty Trust, Inc. is a self-administered real estate investment trust, or REIT, that owns, acquires, renovates, develops, and manages middle-market apartment communities nationwide. The accompanying consolidated financial statements include the accounts of United Dominion and its subsidiaries, including United Dominion Realty, L.P. (the “Operating Partnership”), and Heritage Communities L.P. (the “Heritage OP”) (collectively, “United Dominion”). As of March 31, 2006, there were 166,300,080 units in the Operating Partnership outstanding, of which 156,123,989 units or 94% were owned by United Dominion and 10,176,091 units or 6% were owned by limited partners (of which 1,764,662 are owned by the holders of the Series A OPPS, see Note 6). As of March 31, 2006, there were 5,542,200 units in the Heritage OP outstanding, of which 5,205,788 units or 94% were owned by United Dominion and 336,412 units or 6% were owned by limited partners. The consolidated financial statements of United Dominion include the minority interests of the unitholders in the Operating Partnership and the Heritage OP. All significant intercompany accounts and transactions have been eliminated in consolidation.

The accompanying interim unaudited consolidated financial statements have been prepared according to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote 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. The accompanying consolidated financial statements should be read in conjunction with the audited financial statements and related notes appearing in United Dominion’s Annual Report on Form 10-K for the year ended December 31, 2005, filed with the Securities and Exchange Commission on March 7, 2006.

In the opinion of management, the consolidated financial statements reflect all adjustments which are necessary for the fair presentation of financial position at March 31, 2006, and results of operations for the interim periods ended March 31, 2006 and 2005. 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.

The preparation of these financial statements 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 financial statements and the amounts of revenues and expenses during the reporting periods. Actual amounts realized or paid could differ from those estimates. Certain previously reported amounts have been reclassified to conform to the current financial statement presentation.

United Dominion adopted the fair-value-based method of accounting for share-based payments effective January 1, 2004 using the prospective method described in FASB Statement No. 148, “Accounting for Stock-Based Compensation — Transition and Disclosure.” Prior to the adoption of Statement 123(R), United Dominion used the Black-Scholes-Merton formula to estimate the value of stock options granted to employees and has continued to use this acceptable option valuation model upon the required adoption of Statement 123(R) on January 1, 2006. Because Statement 123(R) must be applied not only to new awards but to previously granted awards that are not fully vested on the effective date, and because United Dominion adopted Statement 123 using the modified prospective transition method (which applied only to awards granted, modified or settled after the adoption date), compensation cost for some previously granted awards that were not recognized under Statement 123 were recognized under Statement 123(R). The adoption of the provisions of Statement 123(R) did not have a material impact on our financial position, results of operations, or cash flows.

UNITED DOMINION REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In June 2005, the FASB ratified its consensus in EITF Issue 04-05, “Determining Whether a General Partner, or the General Partners as a Group, Controls a Limited Partnership or Similar Entity When the Limited Partners Have Certain Rights” (Issue 04-05). The effective date for Issue 04-05 was June 29, 2005 for all new or modified partnerships and January 1, 2006 for our remaining partnerships for the applicable provisions. We adopted the provisions of Issue 04-05 on January 1, 2006. The adoption of the provisions of EITF 04-05 did not have a material impact on our financial position, results of operations, or cash flows.


2.	REAL ESTATE HELD FOR INVESTMENT

At March 31, 2006, there are 247 communities with 72,267 apartment homes classified as real estate held for investment. The following table summarizes the components of real estate held for investment (dollars in thousands) :


	March 31,			December 31,
	2006			2005

Land and land improvements	$	1,264,145		$	1,267,167
Buildings and improvements		3,736,140			3,689,015
Furniture, fixtures, and equipment		275,404			259,506

Real estate held for investment		5,275,689			5,215,688
Accumulated depreciation		(1,137,308	)		(1,080,616	)

Real estate held for investment, net	$	4,138,381		$	4,135,072


3.	INCOME FROM DISCONTINUED OPERATIONS

FASB Statement No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (FAS 144) requires, among other things, that the primary assets and liabilities and the results of operations of United Dominion’s real properties which have been sold subsequent to January 1, 2002, or are held for disposition subsequent to January 1, 2002, be classified as discontinued operations and segregated in United Dominion’s Consolidated Statements of Operations and Balance Sheets. Properties classified as real estate held for disposition generally represent properties that are actively marketed or contracted for sale which are expected to close within the next twelve months.

For purposes of these financial statements, FAS 144 results in the presentation of the primary assets and liabilities and the net operating results of those properties sold or classified as held for disposition through March 31, 2006, as discontinued operations for all periods presented. The adoption of FAS 144 does not have an impact on net income available to common stockholders. FAS 144 only results in the reclassification of the operating results of all properties sold or classified as held for disposition through March 31, 2006, within the Consolidated Statements of Operations for the three months ended March 31, 2006 and 2005, and the reclassification of the assets and liabilities within the Consolidated Balance Sheets for 2006 and 2005.

For the three months ended March 31, 2006, United Dominion sold 181 condominiums from four communities with a total of 612 condominiums. We recognized after-tax gains for financial reporting purposes of $9.1 million on these sales. At March 31, 2006, United Dominion had nine communities with a total of 2,753 homes and a net book value of $101.2 million, four communities with a total of 612 condominiums and a net book value of $16.6 million, and two parcels of land with a net book value of $5.2 million included in real estate held for disposition. During 2005, United Dominion sold 22 communities with a total of 6,352 apartment homes, 240 condominiums from five communities with a total of 648 condominiums, and one parcel of land. In conjunction with the sale of ten communities in July 2005, we received short-term notes for $124.7 million that bear interest at 6.75% and had maturities ranging from

UNITED DOMINION REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

September 2005 to July 2006. As of March 31, 2006, the balance on the notes receivable was $30.4 million. We recognized gains for financial reporting purposes of $6.2 million during the three months ended March 31, 2006, and will recognize $0.2 million in additional gains in 2006 as the notes receivable mature and are paid. The results of operations for these properties and the interest expense associated with the secured debt on these properties are classified on the Consolidated Statements of Operations in the line item titled “Income from discontinued operations, net of minority interests.”

United Dominion has elected Taxable REIT Subsidiary (“TRS”) status for certain of its corporate subsidiaries, primarily those engaged in condominium conversion and sale activities. United Dominion recognized a provision for income taxes of $4.8 million and $0.4 million for the three months ended March 31, 2006 and 2005, respectively. These amounts were classified as reductions of the net gain on sale of depreciable property in the following summary of income from discontinued operations.

The following is a summary of income from discontinued operations for the periods presented, (dollars in thousands) :


	Three Months Ended
	March 31,

	2006			2005

Rental income	$	4,704		$	16,439
Non-property income		—			8

		4,704			16,447
Rental expenses		2,357			7,116
Real estate depreciation		1,326			3,153
Interest		—			577
Loss on early debt retirement		—			1,821
Other expenses		8			19

		3,691			12,686
Income before net gain on the sale of depreciable property and minority interests		1,013			3,761
Net gain on the sale of depreciable property		15,347			7,023

Income before minority interests		16,360			10,784
Minority interests on income from discontinued operations		(1,001	)		(632	)

Income from discontinued operations, net of minority interests	$	15,359		$	10,152

UNITED DOMINION REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


4.	SECURED DEBT

Secured debt on continuing and discontinued operations, which encumbers $1.9 billion or 35% of United Dominion’s real estate owned based upon book value ($3.7 billion or 65% of United Dominion’s real estate owned is unencumbered) consists of the following as of March 31, 2006 (dollars in thousands) :


					Weighted		Weighted		Number of
	Principal Outstanding				Average		Average Years		Communities
					Interest Rate		to Maturity		Encumbered
	March 31,		December 31,
	2006		2005		2006		2006		2006

Fixed Rate Debt
Mortgage notes payable	$	358,373	$	359,281		5.34%		5.2		14
Tax-exempt secured notes payable		26,400		26,400		5.85%		18.9		3
Fannie Mae credit facilities		363,875		363,875		6.09%		5.1		9

Total fixed rate secured debt		748,648		749,556		5.72%		5.6		26
Variable Rate Debt
Mortgage notes payable		73,275		66,464		5.97%		4.5		4
Tax-exempt secured note payable		7,770		7,770		3.42%		22.3		1
Fannie Mae credit facilities		292,469		292,469		5.09%		6.7		47

Total variable rate secured debt		373,514		366,703		5.23%		6.6		52

Total secured debt	$	1,122,162	$	1,116,259		5.56%		5.9		78

Approximate principal payments due during each of the next five calendar years and thereafter, as of March 31, 2006, are as follows (dollars in thousands) :


	Fixed		Variable		Total
	Rate		Rate		Secured
Year	Maturities		Maturities		Maturities

2006	$	31,217	$	3,967	$	35,184
2007		81,592		419		82,011
2008		9,254		31,474		40,728
2009		4,575		—		4,575
2010		237,147		—		237,147
Thereafter		384,863		337,654		722,517

	$	748,648	$	373,514	$	1,122,162

During the first quarter of 2005, we prepaid approximately $110 million of secured debt. In conjunction with these prepayments, we incurred prepayment penalties of $8.5 million in both continuing and discontinued operations as “Loss on early debt retirement.” These penalties were funded by the proceeds from the sale of our technology investment of $12.3 million.

UNITED DOMINION REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


5.	UNSECURED DEBT

A summary of unsecured debt as of March 31, 2006 and December 31, 2005 is as follows (dollars in thousands) :


		2006		2005

Commercial Banks
	Borrowings outstanding under an unsecured credit facility due May 2008(a)	$	284,200	$	210,800
Senior Unsecured Notes — Other
	7.95% Medium-Term Notes due July 2006		85,374		85,374
	7.07% Medium-Term Notes due November 2006		25,000		25,000
	7.25% Notes due January 2007		92,255		92,255
	4.30% Medium-Term Notes due July 2007		75,000		75,000
	4.50% Medium-Term Notes due March 2008		200,000		200,000
	8.50% Monthly Income Notes due November 2008		29,081		29,081
	4.25% Medium-Term Notes due January 2009		50,000		50,000
	6.50% Notes due June 2009		200,000		200,000
	3.90% Medium-Term Notes due March 2010		50,000		50,000
	5.00% Medium-Term Notes due January 2012		100,000		100,000
	5.13% Medium-Term Notes due January 2014		200,000		200,000
	5.25% Medium-Term Notes due January 2015		250,000		250,000
	5.25% Medium-Term Notes due January 2016		100,000		100,000
	8.50% Debentures due September 2024		54,118		54,118
	4.00% Convertible Senior Notes due December 2035		250,000		250,000
	Other(b)		275		370

			1,761,103		1,761,198

Unsecured Notes — Other
	Verano Construction Loan due February 2006		—		24,820
	ABAG Tax-Exempt Bonds due August 2008		46,700		46,700

			46,700		71,520

	Total Unsecured Debt	$	2,092,003	$	2,043,518


(a)	United Dominion has a three-year $500 million unsecured revolving credit facility. The credit facility matures on May 31, 2008, and at United Dominion’s option, can be extended for an additional year. United Dominion has the right to increase the credit facility to $750 million if the initial lenders increase their commitments or we receive commitments from additional lenders. Based on United Dominion’s current credit ratings, the credit facility carries an interest rate equal to LIBOR plus a spread of 57.5 basis points, which represents a 12.5 basis point reduction to the previous unsecured revolver, and the facility fee was reduced from 20 basis points to 15 basis points. Under a competitive bid feature and for so long as United Dominion maintains an Investment Grade Rating, United Dominion has the right to bid out 100% of the commitment amount.

(b)	Represents deferred gains from the termination of interest rate risk management agreements.

UNITED DOMINION REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


6.	EARNINGS PER SHARE

Basic earnings per common share is computed based upon the weighted average number of common shares outstanding during the period. Diluted earnings per common share is computed based upon common shares outstanding plus the effect of dilutive stock options and other potentially dilutive common stock equivalents. The dilutive effect of stock options and other potentially dilutive common stock equivalents is determined using the treasury stock method based on United Dominion’s average stock price.

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


		Three Months Ended
		March 31,

		2006			2005

Numerator for basic and diluted earnings per share —
	Net income available to common stockholders	$	8,165		$	11,099

Denominator:
Denominator for basic earnings per share —
	Weighted average common shares outstanding		134,216			136,913
	Non-vested restricted stock awards		(627	)		(846	)

			133,589			136,067

Effect of dilutive securities:
Employee stock options and non-vested restricted stock awards			—			1,006

Denominator for diluted earnings per share			133,589			137,073

Basic earnings per share		$	0.06		$	0.08

Diluted earnings per share		$	0.06		$	0.08

The effect of the conversion of the operating partnership units, Series A Out-Performance Partnership Shares, and convertible preferred stock is not dilutive and is therefore not included in the above calculations. If the operating partnership units were converted to common stock, the additional shares of common stock outstanding for the three months ended March 31, 2006 and 2005, would be 8,753,433 and 8,518,057 weighted average common shares, respectively. If the Series A Out-Performance Partnership Shares were converted to common stock, the additional shares of common stock outstanding for the three months ended March 31, 2006 and 2005, would be 1,764,662 and 1,791,329 weighted average common shares, respectively. If the convertible preferred stock were converted to common stock, the additional shares of common stock outstanding for the three months ended March 31, 2006 and 2005, would be 2,803,812 weighted average common shares.


7.	COMPREHENSIVE INCOME

Total comprehensive income for the three months ended March 31, 2006 and 2005, was $12.0 million and $14.9 million, respectively. There is no difference between net income and total comprehensive income for the periods presented.

UNITED DOMINION REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


8.	COMMITMENTS AND CONTINGENCIES

Commitments

United Dominion is committed to completing its real estate under development, which has an estimated cost to complete of $36.4 million at March 31, 2006.

Contingencies


	*Series C Out-Performance Program*

In May 2005, the stockholders of United Dominion approved the Series C Out-Performance Program (the “Series C Program”) pursuant to which certain executive officers and other key employees of United Dominion (the “Series C Participants”) were given the opportunity to invest indirectly in United Dominion by purchasing interests in UDR Out-Performance III, LLC, a Delaware limited liability company (the “Series C LLC”), the only asset of which is a special class of partnership units of United Dominion Realty, L.P. (“Series C Out-Performance Partnership Shares” or “Series C OPPSs”). The purchase price for the Series C OPPSs was determined by the Compensation Committee of United Dominion’s board of directors to be $750,000, assuming 100% participation, and was based upon the advice of an independent valuation expert. The Series C Program will measure the cumulative total return on our common stock over the 36-month period from June 1, 2005 to May 30, 2008.

The Series C Program is designed to provide participants with the possibility of substantial returns on their investment if the total cumulative return on United Dominion’s common stock, as measured by the cumulative amount of dividends paid plus share price appreciation during the measurement period is at least the equivalent of a 36% total return, or 12% annualized (“Minimum Return”).

At the conclusion of the measurement period, if United Dominion’s total cumulative return satisfies these criteria, the Series C LLC as holder of the Series C OPPSs will receive (for the indirect benefit of the Series C Participants as holders of interests in the Series C LLC) distributions and allocations of income and loss from the Operating Partnership equal to the distributions and allocations that would be received on the number of OP Units obtained by:


	i. determining the amount by which the cumulative total return of United Dominion’s common stock over the measurement period exceeds the Minimum Return (such excess being the “Excess Return”);

	ii. multiplying 2% of the Excess Return by United Dominion’s market capitalization (defined as the average number of shares outstanding over the 36-month period, including common stock, OP Units, and common stock equivalents) multiplied by the daily closing price of United Dominion’s common stock, up to a maximum of 1% of market capitalization; and

	iii. dividing the number obtained in (ii) by the market value of one share of United Dominion’s common stock on the valuation date, determined by the volume-weighted average price per day of common stock for the 20 trading days immediately preceding the valuation date.

If, on the valuation date, the cumulative total return of United Dominion’s common stock does not meet the Minimum Return, then the Series C Participants will forfeit their entire initial investment.

Based on the results through March 31, 2006, no Series C OPPSs would have been issued had the program terminated on that date. However, since the ultimate determination of Series C OPPSs to be issued will not occur until May 2008, and the number of Series C OPPSs is determinable only upon future events, the financial statements do not reflect any impact for these events.

UNITED DOMINION REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


	*Series D Out-Performance Program*

In February 2006, the board of directors of United Dominion approved the Series D Out-Performance Program (the “Series D Program”), pursuant to which certain executive officers and other key employees of United Dominion (the “Series D Participants”) were given the opportunity to invest indirectly in United Dominion by purchasing interests in UDR Out-Performance IV, LLC, a Delaware limited liability company (the “Series D LLC”), the only asset of which is a special class of partnership units of United Dominion Realty, L.P. (“Series D Out-Performance Partnership Shares” or “Series D OPPSs”). The Series D Program is part of the New Out-Performance Program approved by United Dominion’s stockholders in May 2005. The Series D LLC has agreed to sell 830,000 membership units to members of United Dominion’s senior management at a price of $1.00 per unit. The aggregate purchase price of $830,000 for the Series D OPPSs, assuming 100% participation, is based upon the advice of an independent valuation expert. The Series D Program will measure the cumulative total return on our common stock over the 36-month period from January 1, 2006 to December 31, 2008.

The Series D Program is designed to provide participants with the possibility of substantial returns on their investment if the total cumulative return on United Dominion’s common stock, as measured by the cumulative amount of dividends paid plus share price appreciation during the measurement period is at least the equivalent of a 36% total return, or 12% annualized (“Minimum Return”).

At the conclusion of the measurement period, if United Dominion’s total cumulative return satisfies these criteria, the Series D LLC as holder of the Series D OPPSs will receive (for the indirect benefit of the Series D Participants as holders of interests in the Series D LLC) distributions and allocations of income and loss from the Operating Partnership equal to the distributions and allocations that would be received on the number of OP Units obtained by:


	i. determining the amount by which the cumulative total return of United Dominion’s common stock over the measurement period exceeds the Minimum Return (such excess being the “Excess Return”);

	ii. multiplying 2% of the Excess Return by United Dominion’s market capitalization (defined as the average number of shares outstanding over the 36-month period, including common stock, OP Units, and common stock equivalents) multiplied by the daily closing price of United Dominion’s common stock, up to a maximum of 1% of market capitalization; and

	iii. dividing the number obtained in (ii) by the market value of one share of United Dominion’s common stock on the valuation date, computed as the volume-weighted average price per day of the common stock for the 20 trading days immediately preceding the valuation date.

If, on the valuation date, the cumulative total return of United Dominion’s common stock does not meet the Minimum Return, then the Series D Participants will forfeit their entire initial investment.

Based on the results through March 31, 2006, no Series D OPPSs would have been issued had the program terminated on that date. However, since the ultimate determination of Series D OPPSs to be issued will not occur until December 2008, and the number of Series D OPPSs is determinable only upon future events, the financial statements do not reflect any impact for these events.

Litigation and Legal Matters

United Dominion is subject to various legal proceedings and claims arising in the ordinary course of business. United Dominion cannot determine the ultimate liability with respect to such legal proceedings and claims at this time. United Dominion 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 flow.


Item 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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. Such forward-looking statements include, without limitation, statements concerning property acquisitions and dispositions, development activity and capital expenditures, capital raising activities, rent growth, occupancy, and rental expense growth. Words such as “expects,” “anticipates,” “intends,” “plans,” “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 the actual results, performance or achievements of United Dominion Realty Trust, Inc. to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.

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


	•	unfavorable changes in apartment market and economic conditions that could adversely affect occupancy levels and rental rates,

	•	the failure of acquisitions to achieve anticipated results,

	•	possible difficulty in selling apartment communities,

	•	the timing and closing of planned dispositions under agreement,

	•	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,

	•	risks from extraordinary losses for which we may not have insurance,

	•	uninsured losses due to insurance deductibles, self-insurance retention, uninsured claims or casualties, or losses in excess of applicable coverage,

	•	delays in completing developments and lease-ups on schedule,

	•	our failure to succeed in new markets,

	•	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,

	•	the imposition of federal taxes if we fail to qualify as a REIT 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 tax and other laws.

A discussion of these and other factors affecting our business and prospects is set forth below in Part II, Item 1A. Risk Factors. We encourage investors to review these risks 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. Any forward-looking statement speaks only as of the date on which it is made. Except to fulfill our obligations under the federal securities laws, we undertake no obligation to update any such statement to reflect events or circumstances after the date on which it is made.

Business Overview

We are a real estate investment trust, or REIT, that owns, acquires, renovates, develops, and manages apartment communities nationwide. 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 two operating partnerships, Heritage Communities L.P., a Delaware limited partnership, and United Dominion Realty, L.P., a Delaware limited partnership. Unless the context otherwise requires, all references in this Report to “we,” “us,” “our,” “the company,” or “United Dominion” refer collectively to United Dominion Realty Trust, Inc. and its subsidiaries.

At March 31, 2006, our portfolio included 260 communities with 75,223 apartment homes nationwide. The following table summarizes our market information by major geographic markets (includes real estate held for disposition, real estate under development, and land, but excludes commercial properties):


											Three Months Ended
		As of March 31, 2006									March 31, 2006

		Number of		Number of		Percentage of			Carrying		Average			Total Income
		Apartment		Apartment		Carrying			Value		Physical			per Occupied
		Communities		Homes		Value			(In thousands)		Occupancy			Home(a)

MID-ATLANTIC REGION
	Metropolitan DC		8		2,471		4.6	%	$	253,346		96.6	%	$	1,179
	Raleigh, NC		11		3,663		4.0	%		221,357		93.2	%		689
	Baltimore, MD		10		2,118		3.1	%		171,244		95.8	%		1,029
	Richmond, VA		9		2,636		2.9	%		161,600		96.6	%		854
	Charlotte, NC		7		1,686		2.0	%		112,373		93.9	%		707
	Wilmington, NC		6		1,868		1.8	%		99,534		94.4	%		743
	Norfolk, VA		6		1,438		1.3	%		70,665		95.5	%		901
	Other North Carolina		16		4,016		3.5	%		193,115		93.5	%		635
	Other Mid-Atlantic		6		1,156		1.1	%		61,905		94.5	%		893
	Other Virginia		3		820		0.9	%		49,219		94.1	%		988
WESTERN REGION
	Southern California		26		7,018		19.2	%		1,066,832		94.3	%		1,328
	Northern California		10		2,689		6.4	%		357,616		95.3	%		1,291
	Seattle, WA		8		1,984		3.0	%		167,902		95.2	%		870
	Monterey Peninsula, CA		7		1,568		2.5	%		141,397		88.3	%		934
	Portland, OR		6		1,374		1.5	%		84,098		94.5	%		722
SOUTHEASTERN REGION
	Tampa, FL		12		4,245		4.7	%		264,260		92.8	%		911
	Orlando, FL		14		4,140		4.2	%		235,803		95.0	%		852
	Nashville, TN		9		2,580		2.8	%		157,891		95.0	%		741
	Jacksonville, FL		4		1,557		1.9	%		105,014		93.9	%		825
	Atlanta, GA		6		1,426		1.4	%		79,547		95.8	%		685


												Three Months Ended
			As of March 31, 2006									March 31, 2006

			Number of		Number of		Percentage of			Carrying		Average			Total Income
			Apartment		Apartment		Carrying			Value		Physical			per Occupied
			Communities		Homes		Value			(In thousands)		Occupancy			Home(a)

	Columbia, SC			6		1,584		1.2	%		68,477		94.2	%		655
	Other Florida			6		1,737		2.1	%		119,659		96.3	%		934
	Other Southeastern			2		798		0.8	%		41,729		94.7	%		541
SOUTHWESTERN REGION
	Houston, TX			16		5,447		4.6	%		257,159		95.2	%		667
	Dallas, TX			4		1,543		1.9	%		106,422		95.9	%		775
	Phoenix, AZ			6		1,511		1.9	%		106,198		87.6	%		884
	Arlington, TX			7		2,156		1.9	%		106,075		96.0	%		649
	Denver, CO			3		1,484		1.8	%		101,070		87.2	%		692
	Austin, TX			5		1,425		1.5	%		84,227		95.8	%		710
	Other Southwestern			10		3,676		3.7	%		203,412		94.7	%		681
MIDWESTERN REGION
	Columbus, OH			6		2,530		2.9	%		161,019		94.4	%		726
	Other Midwestern			3		444		0.4	%		24,142		92.1	%		758
	Real Estate Under Development			2		435		2.0	%		108,846		—			—
	Land			—		—		0.5	%		25,147		—			—

		Total		260		75,223		100.0	%	$	5,568,300		94.3	%	$	857


(a)	Total Income per Occupied Home represents total revenues per weighted average number of apartment homes occupied.

Liquidity and Capital Resources

Liquidity is the ability to meet present and future financial obligations either through operating cash flows, the sale or maturity of existing assets, or by the acquisition of additional funds through capital management. Both the coordination of asset and liability maturities and effective capital management are important to the maintenance of liquidity. 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. We routinely use our unsecured bank credit facility to temporarily fund certain investing and financing activities prior to arranging for longer-term financing. During the past several years, proceeds from the sale of real estate have been used for both investing and financing activities.

We expect to meet our short-term liquidity requirements generally through net cash provided by operations and borrowings under credit arrangements. 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 long-term secured and unsecured borrowings, the disposition of properties, and the issuance of additional debt or equity securities. We believe that our net cash provided by operations will continue to be adequate to meet both operating requirements and the payment of dividends by the company in accordance with REIT requirements in both the short- and long-term. Likewise, the budgeted expenditures for improvements and renovations of certain properties are expected to be funded from property operations.

We have a shelf registration statement filed with the Securities and Exchange Commission which provides for the issuance of an indeterminate amount of common stock, preferred stock, debt securities, warrants, 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.

Future Capital Needs

Future development expenditures are expected to be funded with proceeds from the sale of property, with construction loans, through joint ventures and, to a lesser extent, with cash flows provided by operating activities. Acquisition activity in strategic markets is expected to be largely financed through the issuance of equity and debt securities, the issuance of operating partnership units, the assumption or placement of secured and/or unsecured debt, and by the reinvestment of proceeds from the sale of properties.

During the remainder of 2006, we have approximately $35.2 million of secured debt and $110.5 million of unsecured debt maturing and we anticipate repaying that debt with proceeds from borrowings under our secured or unsecured credit facilities, the issuance of new unsecured debt securities or equity, or from disposition proceeds.

Critical Accounting Policies and Estimates

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, and (3) real estate investment properties. 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 our Annual Report on Form 10-K for the year ended December 31, 2005. There have been no significant changes in our critical accounting policies from those reported in our 2005 Annual Report on Form 10-K. 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.

Statements of Cash Flow

The following discussion explains the changes in net cash provided by operating activities and net cash used in investing and financing activities that are presented in our Consolidated Statements of Cash Flows.


	*Operating Activities*

For the three months ended March 31, 2006, our cash flow provided by operating activities was $32.2 million compared to $50.4 million for the same period in 2005. The decrease in cash flow from operating activities resulted primarily from a $13.0 million net decrease in operating assets/liabilities for the period, a decrease of $12.3 million in other income due to a 2005 sale of a technology investment, and a $4.9 million increase in interest expense, all of which was offset by an $8.5 million decrease in prepayment penalties and a $4.3 million increase in property operating income from our apartment community portfolio (see discussion under “Apartment Community Operations”).


	*Investing Activities*

For the three months ended March 31, 2006, net cash used in investing activities was $21.0 million compared to $71.2 million for the same period in 2005. Changes in the level of investing activities from period to period reflects our strategy as it relates to our acquisition, capital expenditure, development, and disposition programs, as well as the impact of the capital market environment on these activities, all of which are discussed in further detail below.


	Acquisitions

During the three months ended March 31, 2006, we acquired one apartment community with 160 apartment homes in Plano, Texas, that is adjacent to one of our existing communities. Our long-term strategic plan is to achieve greater operating efficiencies by investing in fewer, more concentrated markets.

As a result, we have been expanding our interests in the fast growing Southern California, Florida, and Metropolitan DC markets over the past three years. During 2006, we plan to continue to channel new investments into those markets that we believe will provide the best investment returns. Markets will be targeted based upon defined criteria including past performance, expected job growth, current and anticipated housing supply and demand, and the ability to attract and support household formation.


	Capital Expenditures

In conformity with accounting principles generally accepted in the United States, we capitalize those expenditures related to acquiring new assets, materially enhancing the value of an existing asset, or substantially extending the useful life of an existing asset. Expenditures necessary to maintain an existing property in ordinary operating condition are expensed as incurred.

During the first three months of 2006, we spent $48.0 million or $647 per home on capital expenditures for all of our communities, excluding development and commercial properties. These capital improvements included turnover related expenditures for floor coverings and appliances, other recurring capital expenditures such as HVAC equipment, roofs, siding, parking lots, and other non-revenue enhancing capital expenditures, which aggregated $4.7 million or $63 per home. In addition, revenue enhancing capital expenditures, kitchen and bath upgrades, and other extensive interior upgrades totaled $34.5 million or $466 per home and major renovations totaled $8.8 million or $118 per home for the three months ended March 31, 2006.

The following table outlines capital expenditures and repair and maintenance costs for all of our communities, excluding real estate under development and commercial properties, for the periods presented:


		Three Months Ended March 31,							Three Months Ended March 31,
		(Dollars in thousands)							(Per home)

		2006		2005		% Change			2006		2005		% Change

Turnover capital expenditures		$	2,991	$	4,578		-34.7	%	$	40	$	59		-32.2	%
Other recurring capital expenditures			1,724		3,715		-53.6	%		23		48		-52.1	%

	Total recurring capital expenditures		4,715		8,293		-43.1	%		63		107		-41.1	%
Revenue enhancing improvements			34,524		16,715		106.5	%		466		215		116.7	%
Major renovations			8,767		1,475		494.4	%		118		19		521.1	%

	Total capital improvements	$	48,006	$	26,483		81.3	%	$	647	$	341		89.7	%

Repair and maintenance			10,624		11,096		-4.3	%		143		143		0.0	%

	Total expenditures	$	58,630	$	37,579		56.0	%	$	790	$	484		63.2	%

Total capital improvements increased $21.5 million or $306 per home for the three months ended March 31, 2006 compared to the same period in 2005. This increase was attributable to $8.8 million of major renovations at certain of our properties. These renovations may include the re-wiring and/or re-plumbing of an entire building as well as major structural changes and/or architectural revisions to existing buildings. The increase was also attributable to an additional $17.8 million being invested in revenue enhancing improvements compared to the same period in 2005. We will continue to selectively add revenue enhancing improvements which we believe will provide a return on investment substantially in excess of our cost of capital. Recurring capital expenditures during 2006 are currently expected to be approximately $530 per home.


	Real Estate Under Development

Development activity is focused in core markets in which we have strong operations in place. For the three months ended March 31, 2006, we invested approximately $12.6 million on development projects, an increase of $2.8 million from $9.8 million for the same period in 2005.

The following projects were under development as of March 31, 2006:


		Number of		Completed		Cost to		Budgeted		Estimated		Expected
		Apartment		Apartment		Date		Cost		Cost		Completion
		Homes		Homes		(In thousands)		(In thousands)		Per Home		Date

Verano at Town Square
	Rancho Cucamonga, CA		414		264	$	62,217	$	66,300	$	160,100		2Q06
Mandalay on the Lake
	Irving, TX		369		171		28,880		30,900		83,700		2Q06
2000 Post — Phase III
	San Francisco, CA		24		—		6,481		9,000		375,000		3Q06
Ridgeview
	Plano, TX		225		—		8,209		18,000		80,000		1Q07
Lincoln Towne Square — Phase II
	Plano, TX		303		—		3,059		21,000		69,300		3Q07

			1,335		435	$	108,846	$	145,200	$	108,800

In addition, we own four parcels of land that we continue to hold for future development that had a carrying value at March 31, 2006 of $21.0 million


	Disposition of Investments

For the three months ended March 31, 2006, United Dominion sold 181 condominiums from four communities with a total of 612 condominiums for a gross consideration of $36.4 million. We recognized gains for financial reporting purposes of $9.1 million on these sales. Proceeds from the sales were used primarily to reduce debt.

During 2006, we plan to continue to pursue our strategy of exiting markets where long-term growth prospects are limited and redeploying capital into markets that would enhance future growth rates and economies of scale. We intend to use the proceeds from 2006 dispositions to reduce debt, acquire communities, and fund development activity.


	*Financing Activities*

Net cash provided by financing activities during the three months ended March 31, 2006, was $9.6 million compared to $14.6 million for the same period in 2005. As part of the plan to improve our balance sheet, we utilized proceeds from dispositions to pay down existing debt and purchase new properties.

The following is a summary of our financing activities for the three months ended March 31, 2006:


	•	Repaid $1.0 million of secured debt and $24.8 million of unsecured debt.

	•	Authorized a new 10 million share repurchase program in February 2006. This program replaces our previous 11 million share program under which we repurchased approximately 10 million shares.

Credit Facilities

We have four secured revolving credit facilities with Fannie Mae with an aggregate commitment of $860 million. As of March 31, 2006, $656.3 million was outstanding under the Fannie Mae credit facilities leaving $203.7 million of unused capacity. The Fannie Mae credit facilities are for an initial term of ten

years, bear interest at floating and fixed rates, and can be extended for an additional five years at our discretion. We have $363.9 million of the funded balance fixed at a weighted average interest rate of 6.1%. The remaining balance on these facilities currently bears interest at a weighted average variable rate of 5.1%.

We have a $500 million unsecured revolving credit facility that matures in May 2008, and, at our option, can be extended an additional year. We have the right to increase the credit facility to $750 million under certain circumstances. Based on our current credit ratings, the credit facility bears interest at a rate equal to LIBOR plus 57.5 basis points. As of March 31, 2006, $284.2 million was outstanding under the credit facility leaving $215.8 million of unused capacity.

The Fannie Mae credit facility and the bank revolving credit facility are subject to customary financial covenants and limitations.

Information concerning short-term bank borrowings under our credit facility is summarized in the table that follows (dollars in thousands) :


	Three Months Ended			Twelve Months Ended
	March 31, 2006			December 31, 2005

Total revolving credit facility	$	500,000		$	500,000
Borrowings outstanding at end of period		284,200			210,800
Weighted average daily borrowings during the period		263,659			315,487
Maximum daily borrowings during the period		313,300			440,200
Weighted average interest rate during the period		4.8	%		3.6	%
Weighted average interest rate at end of period		5.2	%		4.7	%

Funds from Operations

Funds from operations, or FFO, is defined as net income (computed in accordance with generally accepted accounting principles), excluding gains (or losses) from sales of depreciable property, plus real estate depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. We compute FFO for all periods presented in accordance with the recommendations set forth by the National Association of Real Estate Investment Trust’s (“NAREIT”) April 1, 2002 White Paper. We consider FFO in evaluating property acquisitions and our operating performance, and believe that FFO should be considered along with, but not as an alternative to, net income and cash flow as a measure of our activities in accordance with generally accepted accounting principles. FFO does not represent cash generated from operating activities in accordance with generally accepted accounting principles and is not necessarily indicative of cash available to fund cash needs.

Historical cost accounting for real estate assets in accordance with generally accepted accounting principles 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 REIT operating performance and defines FFO as net income (computed in accordance with accounting principles generally accepted in the United States), excluding gains (or losses) from sales of depreciable property, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. The use of FFO, combined with the required presentations, has been fundamentally beneficial, improving the understanding of operating results of REITs among the investing public and making comparisons of REIT operating results more meaningful. We generally consider FFO to be a useful measure for reviewing our comparative operating and financial performance (although FFO should be reviewed in conjunction with net income which remains the primary measure of performance) because by excluding gains or losses related to sales of previously depreciated operating real estate assets and excluding real estate asset depreciation and amortization, FFO can help one compare the operating

performance of a company’s real estate between periods or as compared to different companies. We believe that FFO is the best measure of economic profitability for real estate investment trusts.

The following table outlines our FFO calculation and reconciliation to generally accepted accounting principles for the three months ended March 31, (dollars and shares in thousands) :


		Three Months Ended
		March 31,

		2006			2005

Net income		$	12,007		$	14,941
Adjustments:
	Distributions to preferred stockholders		(3,842	)		(3,842	)
	Real estate depreciation and amortization		57,397			48,566
	Minority interests of unitholders in operating partnership		(468	)		59
	Real estate depreciation related to unconsolidated entities		—			62
Discontinued Operations:
	Real estate depreciation		1,326			3,153
	Minority interests of unitholders in operating partnership		1,001			632
	Net gains on the sale of depreciable property		(15,347	)		(7,023	)
	Net incremental gains on the sale of condominium homes		8,481			459

Funds from operations — basic		$	60,555		$	57,007

	Distributions to preferred stockholders — Series E (Convertible)		931			931

Funds from operations — diluted		$	61,486		$	57,938

Weighted average number of common shares and OP Units outstanding — basic			142,342			144,586
Weighted average number of common shares, OP Units, and common stock equivalents outstanding — diluted			147,801			150,187

In the computation of diluted FFO, OP units, out-performance partnership shares, and the shares of Series E Cumulative Convertible Preferred Stock are dilutive; therefore, they are included in the diluted share count

Net incremental gains on the sale of condominium homes is defined as net sales proceeds less a tax provision and the gross investment basis of the asset before accumulated depreciation. We consider FFO with gains/losses on the sale of condominium homes to be a meaningful supplemental measure of performance because the short-term use of funds produce a profit that differs from the traditional long-term investment in real estate for REITs.

The following table is our reconciliation of FFO share information to weighted average common shares outstanding, basic and diluted, reflected on the Consolidated Statements of Operations for the three months ended March 31, (shares in thousands) :


		Three Months Ended
		March 31,

		2006			2005

Weighted average number of common shares and OP units outstanding — basic			142,342			144,585
Weighted average number of OP units outstanding			(8,753	)		(8,518	)

	Weighted average number of common shares outstanding — basic per the Consolidated Statements of Operations		133,589			136,067

Weighted average number of common shares, OP units, and common stock equivalents outstanding — diluted			147,801			150,186
Weighted average number of OP units outstanding			(8,753	)		(8,518	)
Weighted average incremental shares from assumed conversion of stock options			(772	)		—
Weighted average incremental shares from unvested restricted stock			(118	)		—
Weighted average number of Series A OPPSs outstanding			(1,765	)		(1,791	)
Weighted average number of Series E preferred shares outstanding			(2,804	)		(2,804	)

	Weighted average number of common shares outstanding — diluted per the Consolidated Statements of Operations		133,589			137,073

FFO also does not represent cash generated from operating activities in accordance with generally accepted accounting principles, and therefore should not be considered an alternative to net cash flows from operating activities, as determined by generally accepted accounting principles, as a measure of liquidity. Additionally, it is not necessarily indicative of cash availability to fund cash needs.

A presentation of cash flow metrics based on generally accepted accounting principles for the three months ended March 31, (dollars in thousands) :


	Three Months Ended
	March 31,

	2006			2005

Net cash provided by operating activities	$	32,217		$	50,370
Net cash used in investing activities		(20,984	)		(71,228	)
Net cash provided by financing activities		9,560			14,615

Results of Operations

The following discussion includes the results of both continuing and discontinued operations for the periods presented.


	*Net Income Available to Common Stockholders*

Net income available to common stockholders was $8.2 million ($0.06 per diluted share) for the three months ended March 31, 2006, compared to $11.1 million ($0.08 per diluted share) for the same period in the prior year. The decrease for the three months ended March 31, 2006, when compared to the

same period in 2005, resulted primarily from the following items, all of which are discussed in further detail elsewhere within this Report:


	•	an $11.8 million decrease in non-property income, and

	•	an $7.0 million increase in real estate depreciation and amortization expense, and

	•	a $4.9 million increase in interest expense.

These decreases in income were partially offset by a $8.3 million more in gains recognized from the sale of depreciable property, $8.5 million less in losses on early debt retirements, and a $4.3 million increase in apartment community operating results during the first quarter of 2006 when compared to the same period in 2005.


	*Apartment Community Operations*

Our net income is primarily generated from the operation of our apartment communities. The following table summarizes the operating performance of our total apartment portfolio for the three months ended March 31, (dollars in thousands) :


	2006			2005			% Change

Property rental income	$	181,335		$	174,981			3.6%
Property operating expense*		(69,245	)		(67,226	)		3.0%

Property operating income	$	112,090		$	107,755			4.0%

Weighted average number of homes		75,115			78,006			-3.7%
Physical occupancy**		94.3	%		94.1	%		0.2%


	*	Excludes depreciation, amortization, and property management expenses.


**	Based upon weighted average stabilized homes.

The following table is our reconciliation of property operating income to net income as reflected on the Consolidated Statements of Operations for the three months ended March 31, (dollars in thousands) :


		2006			2005

Property operating income		$	112,090		$	107,755
Commercial operating income			88			87
Non-property income			1,178			12,932
Real estate depreciation and amortization			(59,435	)		(52,390	)
Interest			(44,094	)		(39,149	)
General and administrative and property management			(11,755	)		(11,813	)
Other operating expenses			(863	)		(290	)
Loss on early debt retirement			—			(8,465	)
Net gain on sale of depreciable property			15,347			7,023
Minority interests			(549	)		(749	)

	Net income per the Consolidated Statements of Operations	$	12,007		$	14,941


	*Same Communities*

Our same communities (those communities acquired, developed, and stabilized prior to March 31, 2005, and held on March 31, 2006, which consisted of 66,306 apartment homes) provided 89% of our property operating income for the three months ended March 31, 2006.

For the first quarter of 2006, same community property operating income increased 6.6% or $6.2 million compared to the same period in 2005. The increase in property operating income was primarily attributable to a 6.3% or $9.5 million increase in revenues from rental and other income that was offset by a 5.7% or $3.3 million increase in operating expenses. The increase in revenues from rental and other income was primarily driven by a 4.1% or $6.4 million increase in rental rates, a 26.1% or $1.0 million decrease in concession expense, an 8.8% or $0.8 million decrease in vacancy loss, and a 13.5% or $1.4 million increase in utility reimbursement income and fee income. Physical occupancy increased 0.6% to 94.8%.

The increase in property operating expenses was primarily driven by a 14.7% or $1.3 million increase in utility costs, a 6.6% or $1.0 million increase in real estate taxes, and a 31.2% or $0.8 million increase in insurance costs.

As a result of the percentage changes in property rental income and property operating expenses, the operating margin (property operating income divided by property rental income) increased 0.2% to 62.1%.


	*Non-Mature Communities*

The remaining 11% of our property operating income during the first three months of 2006 was generated from communities that we classify as “non-mature communities” (primarily those communities acquired or developed in 2005 and 2006, sold properties (if any), and those properties classified as real estate held for disposition). The nine communities with 2,721 apartment homes that we acquired in 2005 and 2006 provided $5.9 million of property operating income. The nine communities with 2,753 apartment homes and four communities with 203 condominiums classified as real estate held for disposition provided $2.4 million of property operating income. Other non-mature communities provided $4.0 million of property operating income for the three months ended March 31, 2006.

Real Estate Depreciation and Amortization

For the three months ended March 31, 2006, real estate depreciation and amortization on both continuing and discontinued operations increased 13.5% or $7.0 million, compared to the same period in 2005, primarily due to the significant increase in per home acquisition cost compared to the existing portfolio and other capital expenditures.

Interest Expense

For the three months ended March 31, 2006, interest expense on both continuing and discontinued operations increased 12.6% or $4.9 million compared to the same period in 2005 primarily due to the issuance of debt and higher interest rates. For the three months ended March 31, 2006, the weighted average amount of debt outstanding increased 12.3% or $350.5 million compared to the same period in 2005 and the weighted average interest rate increased from 5.2% to 5.4% during 2006. The weighted average amount of debt outstanding during 2006 is higher than 2005 as acquisition costs in 2005 and in 2006 have been funded, in most part, by the issuance of debt. The increase in the weighted average interest rate during 2006 reflects short-term bank borrowings and variable rate debt that had higher interest rates when compared to the prior period.

General and Administrative

For the three months ended March 31, 2006, general and administrative expenses decreased $0.2 million or 3.4% compared to the same period in 2005. This decrease was primarily due to an overall decrease in incentive compensation expense partially offset by growth in salaries, benefits and general expenses.

Gains on the Sales of Land and Depreciable Property

For the three months ended March 31, 2006, we recognized after-tax gains for financial reporting purposes of $15.3 million compared to $7.0 million for the comparable period in 2005. Changes in the

level of gains recognized from period to period reflect the changing level of our divestiture activity from period to period, as well as the extent of gains related to specific properties sold.

Inflation

We believe that the direct effects of inflation on our operations have been immaterial. While inflation primarily impacts our results through wage pressures, utilities and materials costs, substantially all of our leases are for a term of one year or less, which generally enables us to compensate for inflationary effects by increasing rents. Although extreme growth in energy prices could have a negative impact on our residents and their ability to absorb rent increases, this has not had a material impact on our results.

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.


Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

United Dominion 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. United Dominion’s involvement with derivative financial instruments is limited and we do not expect to use them for trading or other speculative purposes. In prior periods, United Dominion had used derivative instruments solely to manage its exposure to interest rates.

See our Annual Report on Form 10-K for the year ended December 31, 2005 “Item 7A. Quantitative and Qualitative Disclosures About Market Risk” for a more complete discussion of our interest rate sensitive assets and liabilities. As of March 31, 2006, our market risk has not changed materially from the amounts reported on our Annual Report on Form 10-K for the year ended December 31, 2005.


Item 4.	CONTROLS AND PROCEDURES

As of March 31, 2006, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Our disclosure controls and procedures 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. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective in timely alerting them to material information required to be included in our periodic SEC reports. In addition, our Chief Executive Officer and our Chief Financial Officer concluded that during the quarter ended March 31, 2006, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Our internal control over financial reporting is designed with the objective of providing reasonable assurance regarding the reliability of our financial reporting and preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

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. However, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective under circumstances where our disclosure controls and procedures should reasonably be expected to operate effectively.

PART II — OTHER INFORMATION

Item 1A. RISK FACTORS

There are many factors that affect our business and our results of operations, some of which are beyond our control. The following is a description of important factors that may cause our 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. Except as required by law, we undertake no obligation to update any such forward-looking statements to reflect events or circumstances after the date on which it is made.

Unfavorable Changes in Apartment Market and Economic Conditions Could Adversely Affect Occupancy Levels and Rental Rates. Market and economic conditions in the metropolitan areas in which we operate may significantly affect our occupancy levels and rental rates and, therefore, our profitability. Factors that may adversely affect these conditions include the following:


	•	a reduction in jobs and other local economic downturns,

	•	declines in mortgage interest rates, making alternative housing more affordable,

	•	government or builder incentives which enable first time homebuyers to put little or no money down, making alternative housing decisions easier to make,

	•	oversupply of, or reduced demand for, apartment homes,

	•	declines in household formation, and

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

The strength of the United States economy has become increasingly susceptible to global events and threats of terrorism. At the same time, productivity enhancements and the increased exportation of labor have resulted in limited job growth despite an improving economy. Continued weakness in job creation, or any worsening of current economic conditions, generally and in our principal market areas, could have a material adverse effect on our occupancy levels, our rental rates and our ability to strategically acquire and dispose of apartment communities. This may impair our ability to satisfy our financial obligations and pay distributions to our stockholders.

New Acquisitions, Developments and Condominium Projects May Not Achieve Anticipated Results. We intend to continue to selectively acquire apartment communities that meet our investment criteria and to develop apartment communities for rental operations, to convert properties into condominiums and to develop condominium projects. Our acquisition, development and condominium activities and their success are subject to the following risks:


	•	an acquired community may fail to perform as we expected in analyzing our investment, or a significant exposure related to the acquired property may go undetected during our due diligence procedures,

	•	when we acquire an apartment community, we often invest additional amounts in it with the intention of increasing profitability. These additional investments may not produce the anticipated improvements in profitability,

	•	new developments may not achieve pro forma rents or occupancy levels, or problems with construction or local building codes may delay initial occupancy dates for all or a portion of a development community, and

	•	an over supply of condominiums in a given market may cause a decrease in the prices at which we expect to sell condominium properties.

Possible Difficulty of Selling Apartment Communities Could Limit Operational and Financial Flexibility. We periodically dispose of apartment communities that no longer meet our strategic objectives, but market conditions could change and purchasers may not be willing to pay prices acceptable to us. A weak market may limit our ability to change our portfolio promptly in response to changing economic conditions. Furthermore, a significant portion of the proceeds from our overall property sales may be held by intermediaries in order for some sales to qualify as like-kind exchanges under Section 1031 of the Internal Revenue 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 flow generated from our property sales. In addition, federal tax laws limit our ability to profit on the sale of communities that we have owned for fewer than four years, and this limitation may prevent us from selling communities when market conditions are favorable.

Increased 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 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.

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, 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 principal payments and still satisfy our distribution requirements to maintain our status as a REIT for federal income tax purposes, and the full limits of our line of credit may not be available to us if our operating performance falls outside the constraints of our debt covenants. Additionally, we are 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.

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

	•	rental expenses, including real estate taxes and utilities.

Expenses associated with our investment in a community, such as debt service, real estate taxes, insurance and maintenance costs, are generally not reduced when circumstances cause a reduction in rental income 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.

Debt Level May Be Increased. Our current debt policy does not contain any limitations on the level of debt that we may incur, although 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 and other forms of secured and unsecured debt, and equity financing, including common and preferred equity. Debt or equity financing may not be available in sufficient amounts, or on favorable terms or at all. If we issue additional equity securities to finance developments and acquisitions instead of incurring debt, the interests of our existing stockholders could be diluted.

Development and Construction Risks Could Impact Our Profitability. We intend to continue to develop and construct apartment communities. Development activities may be conducted through wholly owned affiliated companies or through joint ventures with unaffiliated parties. Our development and construction activities may be exposed to the following risks:


	•	we may be unable to obtain, or face delays in obtaining, necessary zoning, land-use, building, occupancy and other required governmental permits and authorizations, which could result in increased development costs and could require us to abandon our activities entirely with respect to a project for which we are unable to obtain permits or authorizations,

	•	if we are unable to find joint venture partners to help fund the development of a community or otherwise obtain acceptable financing for the developments, our development capacity may be limited,

	•	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 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 and rents at a newly developed community may fluctuate depending on a number of factors, including market and economic conditions, preventing us from meeting our profitability goals for that community, and

	•	when we sell to third parties homes or properties that we developed or renovated, we may be subject to warranty or construction defect claims that are uninsured or exceed the limits of our insurance.

Construction costs have been increasing in our existing markets, and the costs of upgrading acquired communities have, in some cases, exceeded our original estimates. We may experience similar cost increases in the future. Our inability to charge rents that will be sufficient to offset the effects of any increases in these costs may impair our profitability.

Some Potential Losses Are Not Covered by Insurance. We have a comprehensive insurance program covering our property and operating activities. We believe the policy specifications and insured limits of these policies are adequate and appropriate. There are, however, certain types of extraordinary losses for which we may not have insurance. Accordingly, we may sustain uninsured losses due to insurance deductibles, self-insured retention, uninsured claims or casualties, or losses in excess of applicable coverage.

We may not be able to renew insurance coverage in an adequate amount or at reasonable prices. In addition, insurance companies may no longer offer coverage against certain types of losses, such as losses due to terrorist acts and mold, or, if offered, these types of insurance may be prohibitively expensive. If an uninsured loss or a loss in excess of insured limits occur, 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 significant 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 adversely affect our cash flow and ability to make distributions to stockholders.

Failure to Succeed in New Markets May Limit Our Growth. We may from time to time make acquisitions outside of our existing market areas if appropriate opportunities arise. We may be exposed to a variety of risks if we choose to enter new markets, 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 obtain land for development or to identify appropriate acquisition opportunities,

	•	inability to hire and retain key personnel, and

	•	lack of familiarity with local governmental and permitting procedures.

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 at rates that vary with market interest rates. As of March 31, 2006, we had approximately $658 million of variable rate indebtedness outstanding, which constitutes approximately 20% of our total outstanding indebtedness as of such date. An increase in interest rates would increase our interest expenses to the extent our variable rate debt is not hedged effectively, and it would increase the costs of refinancing existing indebtedness and of issuing new debt. Accordingly, higher interest rates could adversely affect cash flow and our ability to service our debt and to make distributions to security holders. In addition, an increase in market interest rates may lead our security holders to demand a higher annual yield, which could adversely affect the market price of our common and preferred stock and debt securities.

Risk of Inflation/ Deflation. Substantial inflationary or deflationary pressures could have a negative effect on rental rates and property operating expenses.

Limited Investment Opportunities Could Adversely Affect Our Growth. We expect that other real estate investors will compete with us to acquire existing properties and to develop new properties. These competitors include insurance companies, pension and investment funds, developer partnerships, investment companies and other apartment REITs. This competition could increase prices for properties of the type that we would likely pursue, and our competitors may have greater resources than we do. As a result, we may not be able to make attractive investments on favorable terms, which could adversely affect our growth.

Failure to Integrate Acquired Communities and New Personnel Could Create Inefficiencies. To grow successfully, we must be able to apply our experience in managing our existing portfolio of apartment communities to a larger number of properties. In addition, we must be able to integrate new management and operations personnel as our organization grows in size and complexity. Failures in either area will result in inefficiencies that could adversely affect our expected return on our investments and our overall profitability.

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.

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. These costs could be substantial, and in many cases environmental laws create liens in favor of governmental authorities to secure their payment. 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.

We Would Incur Adverse Tax Consequences if We Fail to Qualify as a REIT. We have elected to be taxed as a REIT under the Internal Revenue 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 Internal Revenue 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, 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 our stockholders.

If we fail to qualify as a REIT in any taxable year, we would be subject to federal income tax (including any applicable alternative minimum tax) on our taxable income at regular corporate rates, and would not be allowed to deduct dividends paid to our stockholders in computing our taxable income. Also, unless the Internal Revenue Service granted us relief under certain statutory provisions, we would be disqualified from treatment as a REIT for the four taxable years following the year in which we first failed to qualify. 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 our 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 our 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.

We May Conduct a Portion of Our Business Through Taxable REIT Subsidiaries, Which are Subject to Certain Tax Risks. We have established several taxable REIT subsidiaries. Despite our qualification as a REIT, our 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 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.

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 Internal Revenue 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 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 our ability to satisfy the income tests for qualification as a REIT for federal income tax purposes.

Changes in Market Conditions, and Volatility of Stock Prices Could Adversely Affect the Market Price of Our Common Stock. The stock markets, including the New York Stock Exchange, on which we list our common shares, have experienced significant price and volume fluctuations. As a result, the market price of our common stock could be similarly volatile, and investors in our common stock may experience a decrease in the value of their shares, including decreases unrelated to our operating performance or prospects.

Property Ownership Through Joint Ventures May Limit Our Ability to Act Exclusively in Our Interest. We have in the past and may in the future develop and acquire properties in joint ventures with other persons or entities when we believe circumstances warrant the use of such structures. If we use such a structure, we could become engaged in a dispute with one or more of our joint venture partners that might affect our ability to operate a jointly-owned property. Moreover, joint venture 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, joint venture partners may have competing interests in our markets that could create conflicts of interest.

Real Estate Tax and Other Laws. 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 funds from operations 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 or (ii) rent control or rent stabilization laws or other laws regulating housing, such as the Americans with Disabilities Act of 1990 and the Fair Housing Amendments Act of 1988, may result in significant unanticipated expenditures, which would adversely affect funds from operations and the ability to make distributions to stockholders.

Any Weaknesses Identified in Our Internal Control Over Financial Reporting Could Have an Adverse Effect on Our Stock Price. Section 404 of the Sarbanes-Oxley Act of 2002 requires us to evaluate and report on our internal report over financial reporting. If we identify 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 our stock price.

Maryland Law May Limit the Ability of a Third Party to Acquire Control of Us, Which May Not be in Our 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 our 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 our 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 Our Stockholders to Effect a Change in Control of Our Company May Prevent Takeovers That are Beneficial to Our Stockholders. One of the requirements for maintenance of our qualification as a REIT for 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 Internal Revenue Code, during the last half of any taxable year. Our charter contains ownership and transfer restrictions relating to our stock primarily to assist us in complying with this requirement. These restrictions include a provision that generally limits a person from beneficially owning or constructively owning shares of our outstanding equity stock in excess of a 9.9% ownership interest, 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. These provisions 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 our stockholders or might otherwise be in our stockholders’ best interests.

Under the terms of our shareholder rights plan, our board of directors can, in effect, prevent a person or group from acquiring more than 15% of the outstanding shares of our common stock. Unless our board of directors approves the person’s purchase, after that person acquires more than 15% of our outstanding common stock, all other stockholders will have the right to purchase securities from us at a price that is less than their then fair market value. Purchases by other stockholders would substantially reduce the value and influence of the shares of our common stock owned by the acquiring person. Our board of directors, however, can prevent the shareholder rights plan from operating in this manner. This gives our board of directors significant discretion to approve or disapprove a person’s efforts to acquire a large interest in us.


Item 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Unregistered Sales of Equity Securities

On March 17, 2006, United Dominion sold a total of 516,622 shares of its Series F Preferred Stock, without par value, to certain accredited investors who hold OP units, which are limited partnership interests in United Dominion’s two operating partnerships, United Dominion Realty, L.P. and Heritage Communities, L.P. The shares of Series F Preferred Stock were sold at a purchase price of $0.0001 per share, for an aggregate purchase price of $51.66. Because the shares of Series F Preferred Stock were sold to accredited investors in transactions not involving a public offering, the transactions are exempt from registration under the Securities Act of 1933 in accordance with Section 4(2) of the Securities Act. Information regarding the offering and sale of the share of our Series F Preferred Stock is set forth in our Current Report on Form 8-K dated March 17, 2006 and filed with the Securities and Exchange Commission on March 22, 2006.

Repurchases of Equity Securities

In February 2006, our Board of Directors authorized a new 10 million share repurchase program. This program replaces our previous 11 million share repurchase program (of which 1,180,737 shares were available for repurchase) and authorizes the repurchase of our common stock in open market purchases, block purchases, privately negotiated transactions, or otherwise. As reflected in the table below, no shares of common stock were repurchased under these programs during the quarter ended March 31, 2006.

Total Number

Maximum

of Shares

Number of

Purchased as

Shares that

Part of Publicly

May Yet Be

Total Number

Average

Announced

Purchased

of Shares

Price Per

Plans or

Under the Plans

Period

Purchased

Share

Programs

or Programs

Beginning Balance

1,180,737

January 1, 2006 through January 31, 2006

N/A

1,180,737

February 1, 2006 through February 28, 2006

N/A

10,000,000

March 1, 2006 through March 31, 2006

N/A

10,000,000

Balance as of March 31, 2006

N/A

10,000,000


Item 6.	EXHIBITS

The exhibits filed or furnished with this Report are set forth in the Exhibit Index.

SIGNATURES

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


		United Dominion Realty Trust, Inc. (registrant)


Date: May 10, 2006		/s/ Christopher D. Genry Christopher D. Genry Executive Vice President — Corporate Strategy and Chief Financial Officer


Date: May 10, 2006		/s/ David L. Messenger David L. Messenger Vice President and Chief Accounting Officer

EXHIBIT INDEX


Exhibit No.			Description

	3	.1	Amendment No. 1 to Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K dated February 9, 2006 and filed with the Commission on February 15, 2006, Commission File No. 1-10524)
	3	.2	Amended and Restated Bylaws (as amended through February 9, 2006)(incorporated by reference to Exhibit 3.02 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005, Commission File No. 1-10524)
	10	.1	Summary of 2006 Director Compensation (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated January 3, 2006 and filed with the Commission on January 6, 2006, Commission File No. 1-10524)
	10	.2	Executive Compensation Summary (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated February 15, 2006 and filed with the Commission on February 21, 2006, Commission File No. 1-10524)
	10	.3	Description of the Series D Out-Performance Program (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated February 9, 2006 and filed with the Commission on February 15, 2006, and Exhibit 10.1 to the Company’s Current Report on Form 8-K dated May 2, 2006 and filed with the Commission on May 8, 2006, Commission File No. 1-10524)
	10	.4	Amended and Restated Agreement of Limited Partnership of United Dominion Realty, L.P. dated as of February 23, 2004 (incorporated by reference to Exhibit 10.23 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, Commission File No. 1-10524)
	10	.5	First Amendment to the Amended and Restated Agreement of Limited Partnership of United Dominion Realty, L.P. (incorporated by reference to Exhibit 10.06 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005, Commission File No. 1-10524)
	10	.6	Second Amendment to the Amended and Restated Agreement of Limited Partnership of United Dominion Realty, L.P.
	10	.7	Description of the New Out-Performance Program (incorporated by reference to Exhibit 10.01 to the Company’s Current Report on Form 8-K dated May 3, 2005 and filed with the Commission on May 9, 2005, Commission File No. 1-10524)
	12		Computation of Ratio of Earnings to Fixed Charges
	31	.1	Rule 13a-14(a) Certification of the Chief Executive Officer
	31	.2	Rule 13a-14(a) Certification of the Chief Financial Officer
	32	.1	Section 1350 Certification of the Chief Executive Officer
	32	.2	Section 1350 Certification of the Chief Financial Officer

EXHIBIT 10.6

SECOND AMENDMENT TO THE
AMENDED AND RESTATED AGREEMENT OF
LIMITED PARTNERSHIP OF UNITED DOMINION REALTY, L.P.

This Second Amendment to the Amended and Restated Agreement of Limited Partnership of United Dominion Realty, L.P., dated as of February 23, 2006 (this “Amendment”), is being executed by United Dominion Realty Trust, Inc., a Maryland corporation (the “Company”), as the general partner of United Dominion Realty, L.P., a Delaware limited partnership (the “Partnership”), pursuant to the authority conferred upon the Company by Section 11.01 of the Amended and Restated Agreement of Limited Partnership of United Dominion Realty, L.P., dated as of February 23, 2004, as amended and/or supplemented from time to time (the “Agreement”). Capitalized terms used, but not otherwise defined herein, shall have the respective meanings ascribed thereto in the Agreement.

WHEREAS, pursuant to Section 4.02(a) of the Agreement, the Company is authorized to determine the designations, preferences and relative, participating, optional or other special rights, powers and duties of Partnership Units.

NOW, THEREFORE, in consideration of the foregoing, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

(1) The Agreement is hereby amended by the addition of a new exhibit, titled “Exhibit F,” in the form attached hereto, which shall be attached and made a part of the Agreement.

(2) Except as specifically amended hereby, the terms, covenants, provisions and conditions of the Agreement shall remain unmodified and continue in full force and effect and, except as amended hereby, all of the terms, covenants, provisions and conditions of the Agreement are hereby ratified and confirmed in all respects.

IN WITNESS WHEREOF, this Amendment has been executed as of the date first written above.


	UNITED DOMINION REALTY TRUST, INC.
	By:	/s/ Mary Ellen Norwood
		Mary Ellen Norwood
		Vice President - Legal Administration

EXHIBIT F

PARTNERSHIP UNIT DESIGNATION
OF THE
CLASS IV OUT-PERFORMANCE PARTNERSHIP SHARES
OF UNITED DOMINION REALTY, L.P.

1. NUMBER OF UNITS AND DESIGNATION.

A class of Partnership Units is hereby designated as “Class IV Out-Performance Partnership Shares,” and the number of Partnership Units initially constituting such class shall be eight hundred thirty thousand (830,000).

2. DEFINITIONS.

For purposes of this Partnership Unit Designation, the following terms shall have the meanings indicated in this Section 2. Capitalized terms used and not otherwise defined herein shall have the meanings assigned thereto in the Agreement.

“Change of Control” shall mean the occurrence of any of the following events:

(i) an acquisition 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 Section 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) immediately after which such person has “beneficial ownership” (within the meaning of Rule 13d-3 promulgated under the Exchange Act) (“Beneficial Ownership,” “Beneficial Owner” or “Beneficially Owned,” as the specific context requires) of 30% or more of the combined voting power of the Company’s then-outstanding Voting Securities; provided, however, in determining whether a Change in Control has occurred, Voting Securities that are acquired in a Non-Control Acquisition (as hereinafter defined) shall not constitute an acquisition that would cause a Change in Control. “Non-Control Acquisition” shall mean an acquisition by (A) an employee benefit plan (or a trust forming a part thereof) maintained by (1) the Company or (2) any corporation, partnership 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 or in which the Company serves as a general partner or manager (a “Subsidiary”), (B) the Company or any Subsidiary, or (C) any person in connection with a Non-Control Transaction (as hereinafter defined);

(ii) the individuals who constitute the Board of Directors of the Company as of January 1, 2006 (the “Incumbent Board”) cease for any reason to constitute at least two-thirds (2/3) of the members of the Board of Directors of the Company; provided, however, that if the election, or nomination for election by the Company’s stockholders, of any new director was approved by a vote of at least two-thirds (2/3) of the Incumbent Board, such new director shall be considered as a member of the Incumbent Board; provided, further, that no individual shall be considered a member of the Incumbent Board if such individual initially assumed office as a result of either an actual or

F-1

threatened “election contest” (as described in Rule 14a-11 promulgated under the Exchange Act) (an “Election Contest”) or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board of Directors of the Company (a “Proxy Contest”) including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest; or

(iii) approval by stockholders of the Company of: (A) a merger, consolidation, share exchange or reorganization involving the Company, unless (1) the stockholders of the Company immediately before such merger, consolidation, share exchange or reorganization, own, directly or indirectly immediately following such merger, consolidation, share exchange or reorganization, at least 60% of the combined voting power of the outstanding voting securities of the corporation that is the successor in such merger, consolidation, share exchange or reorganization (the “Surviving Company”) in substantially the same proportion as their ownership of the Voting Securities immediately before such merger, consolidation, share exchange or reorganization, (2) the individuals who were members of the Incumbent Board immediately prior to the execution of the agreement providing for such merger, consolidation, share exchange or reorganization constitute at least two-thirds (2/3) of the members of the board of directors of the Surviving Company, and (3) no persons (other than the Company or any Subsidiary of the Company, any employee benefit plan (or any trust forming a part thereof) maintained by the Company, the Surviving Company or any Subsidiary of the Company), or any person who, immediately prior to such merger, consolidation, share exchange or reorganization had Beneficial Ownership of 30% or more of the then-outstanding Voting Securities has Beneficial Ownership of 30% or more of the combined voting power of the Surviving Company’s then-outstanding voting securities (a transaction described in clauses (1) through (3) is referred to herein as a “Non-Control Transaction”); (B) a complete liquidation or dissolution of the Company; or (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 a transfer to a Subsidiary of the Company).

Notwithstanding the foregoing, a Change of Control shall not be deemed to occur solely because any person (a “Subject Person”) acquired Beneficial Ownership of more than the permitted amount of the outstanding Voting Securities as a result of the acquisition of Voting Securities by the Company that, by reducing the number of Voting Securities outstanding, increases the proportional number of shares Beneficially Owned by such Subject Person, provided that if a Change of 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, such Subject Person becomes the Beneficial Owner of any additional Voting Securities that increases the percentage of the then-outstanding Voting Securities Beneficially Owned by such Subject Person, then a Change of Control shall occur.

“Class IV Out-Performance Partnership Share” shall mean a Partnership Unit with the designations, preferences and relative, participating, optional or other special rights, powers and duties as are set forth in this Exhibit F .

F-2

“Class IV Out-Performance Valuation Date” shall mean the earlier to occur of (i) December 31, 2008, or (ii) the date on which a Change of Control occurs.

“Conversion Factor” shall mean the quotient obtained by dividing (i) the product of 2% of the Excess Return and the UDR Market Capitalization (provided, however, that the product obtained by this clause (i) shall not exceed 1% of the UDR Market Capitalization) by (ii) the market value of one REIT Share on the Class IV Out-Performance Valuation Date, computed as the weighted average price per day of the REIT Shares for the 20 trading days immediately preceding the Class IV Out-Performance Valuation Date.

“Determination Date” shall mean (i) when used with respect to any dividend or other distribution, the date fixed for the determination of the holders of the securities entitled to receive such dividend or distribution, or, if a dividend or distribution is paid or made without fixing such a date, the date of such dividend or distribution, and (ii) when used with respect to any split, subdivision, reverse stock split, combination or reclassification of securities, the date upon which such split, subdivision, reverse stock split, combination or reclassification becomes effective.

“Excess Return” shall mean the amount, if any, by which the cumulative Total Return of REIT Shares over the Measurement Period exceeds the Minimum Return.

“Ex-Date” shall mean (i) when used with respect to any dividend or distribution, the first date on which the securities on which the dividend or distribution is payable trade regular way on the relevant exchange or in the relevant market without the right to receive such dividend or distribution, and (ii) when used with respect to any split, subdivision, reverse stock split, combination or reclassification of securities, the first date on which the securities trade regular way on such exchange or in such market to reflect such split, subdivision, reverse stock split, combination or reclassification becoming effective.

“Extraordinary Distribution” shall mean the distribution by the Company, by dividend or otherwise, to all holders of its REIT Shares of evidences of its indebtedness or assets (including securities) other than cash.

“Family Controlled Entity” means, as to any holder of Class IV Out-Performance Shares, (a) any corporation more than 50% of the outstanding voting stock of which is owned by such holder and such holder’s Family Members, (b) any trust, whether or not revocable, of which such holder and such holder’s Family Members are the sole beneficiaries, (c) any partnership of which such holder and such holder’s Family Members hold partnership interests representing at least 25% of such partnership’s capital and profits and (d) any limited liability company of which such holder is the manager and in which such holder and such holder’s Family Members hold membership interests representing at least 25% of such limited liability company’s capital and profits.

F-3

“Family Members” means, as to a Person that is an individual, such Person’s spouse, ancestors, descendants (whether by blood or by adoption), brothers, sisters and inter vivos or testamentary trusts of which only such Person and his spouse, ancestors, descendants (whether by blood or by adoption), brothers and sisters are beneficiaries.

“Initial Holder” shall mean UDR Out-Performance IV, LLC, a Delaware limited liability company.

“Measurement Period” shall mean the 36-month period beginning January 1, 2006 and ending on December 31, 2008.

“Minimum Return” shall mean the cumulative Total Return of the REIT Shares during the Measurement Period is at least the equivalent of a 36% Total Return or 12% annualized.

“Partnership” shall mean United Dominion Realty, L.P., a Delaware limited partnership.

“Total Return” shall mean, for any security and for any period, the cumulative total return for such security over such period, assuming that all cash dividends are reinvested in such security as of the payment date for such dividend based on the security price on the dividend payment date, computed by taking the market value of the accumulated shares at the end of the period (including fractional shares acquired with dividend proceeds) and dividing by the market value of a share at the beginning of the period.

“UDR Market Capitalization” shall mean the average number of REIT Shares outstanding over the Measurement Period (including, for this purpose, REIT Shares, Partnership Units and common stock equivalents, but not including Class IV Out-Performance Partnership Shares) multiplied by the daily closing price of the REIT Shares.

“UDR Total Return” shall mean the Total Return of the REIT Shares for the Measurement Period.

3. FORFEITURE.

If, on the Class IV Out-Performance Valuation Date, there is no Excess Return, then, from and after such date, each Class IV Out-Performance Partnership Share shall, without any action on the part of the Partnership, the Company or the holder thereof, be automatically forfeited and be no longer outstanding.

4. DISTRIBUTIONS.

Subject to Section 5.06 of the Agreement, on and after the Class IV Out-Performance Valuation Date, the holders of Class IV Out-Performance Partnership Shares not forfeited under Section 3 shall be entitled to receive distributions at the same time and in the same amount that would be received on the number of Partnership Units held by Outside Partners (assuming such Partnership Units were originally issued on the Class IV Out-Performance Valuation Date) that is obtained by multiplying the number of Class IV Out-Performance Partnership Shares by the Conversion Factor.

F-4

5. ALLOCATIONS.

(a) From and after the Class IV Out-Performance Valuation Date, Profits and Losses shall be allocated to each of the holders of Class IV Out-Performance Partnership Shares not forfeited under Section 3 at the same time and in the same amount that would be allocated on the number of Partnership Units held by Outside Partners (assuming such Partnership Units were originally issued on the Class IV Out-Performance Valuation Date) that is obtained by multiplying the number of Class IV Out-Performance Partnership Shares by the Conversion Factor.

(b) In the event that the Partnership disposes of all or substantially all of its assets in a transaction that will lead to a liquidation of the Partnership pursuant to Article II of the Agreement, then, notwithstanding Section 5.06 of the Agreement, each holder of Class IV Out-Performance Partnership Shares not forfeited under Section 3 shall be, to the extent possible, specially allocated items of Partnership income and gain in an amount sufficient to cause the Capital Account of such holder to be equal to that of an Outside Partner that holds Partnership Units equal to the number of Class IV Out-Performance Partnership Shares held by such holder multiplied by the Conversion Factor. Amounts allocated pursuant to this Section 5(b) shall be excluded from “Profits” and “Losses” otherwise determined under the Agreement.

6. EXCHANGE.

If the Class IV Out-Performance Partnership Shares have not been forfeited under Section 3 and the Class IV Out-Performance Partnership Shares have been transferred by the Initial Holder in accordance with Section 8, the transferee and subsequent transferees of the Class IV Out-Performance Partnership Shares may exchange from time to time some or all of the Class IV Out-Performance Partnership Shares for a number Partnership Units equal to the Class IV Out-Performance Partnership Shares multiplied by the Conversion Factor.

7. REDEMPTION UPON CHANGE OF CONTROL.

Upon the occurrence of a Change of Control, and subject to the applicable requirements of Federal securities laws and any securities exchange or quotation system rules or regulations, each holder of Class IV Out-Performance Partnership Shares shall have the redemption rights of Limited Partners set forth in Section 8.05 of the Agreement with respect to a number of Partnership Units equal to the number of Class IV Out-Performance Partnership Shares multiplied by the Conversion Factor and the thirty-six (36) month transfer limitation period applicable to the Class IV Out-Performance Partnership Shares shall be deemed to have passed.

F-5

8. RESTRICTIONS ON OWNERSHIP AND TRANSFER.

The restrictions on Transfer set forth in Article IX of the Agreement shall not apply to Transfers of Class IV Out-Performance Partnership Shares. Prior to the Class IV Out-Performance Valuation Date, the Class IV Out-Performance Partnership Shares shall be owned and held solely by the Initial Holder. On or after the later of the Class IV Out-Performance Valuation Date and the thirty-six (36) month period from the date the Class IV Out-Performance Partnership Shares are issued the Class IV Out-Performance Partnership Shares may be Transferred (i) by the Initial Holder to (a) any Person who is a member (a “Member”) of the Initial Holder immediately prior to such transfer, (b) a Family Member of a Member, (c) a Family Controlled Entity of a Member, (d) any Person with respect to whom the Member constitutes a Family Controlled Entity, (e) upon the death of a Member, by will or by the laws of descent and distribution to any Family Member or Family Controlled Entity, and (ii) by any other Person to (a) a Family Member of a such Person, (b) a Family Controlled Entity of such Person, (c) any other Person with respect to whom such Person constitutes a Family Controlled Entity, (d) upon the death of such Person, by will or by the laws of descent and distribution to any Family Member or Family Controlled Entity; provided, however, that, until December 31, 2008, the Class IV Out-Performance Partnership Shares may not be Transferred by the Initial Holder without the approval of the managers of the Initial Holder.

9. ADJUSTMENTS.

(a) In the event of any Extraordinary Distribution occurring on or after January 1, 2006, for purposes of determining the Value of a REIT Share or the UDR Total Return, each price of a REIT Share determined as of a date on or after the Ex-Date for such Extraordinary Distribution shall be adjusted by multiplying such price by a fraction (i) the numerator of which shall be the price of a REIT Share on the date immediately prior to such Ex-Date, and (ii) the denominator of which shall be (A) the price of a REIT Share on the date immediately prior to such Ex-Date, minus (B) the fair market value on the date fixed for such determination of the portion of the evidences of indebtedness or assets so distributed applicable to one REIT Share (as determined by the Company, whose determination shall be conclusive); provided further, that such amount shall be so adjusted for each such Extraordinary Distribution occurring on or after January 1, 2006.

(b) In the event that, on or after January 1, 2006, the Company (i) declares or pays a dividend on its outstanding REIT Shares in REIT Shares or makes a distribution to all holders of its outstanding REIT Shares in REIT Shares, (ii) splits or subdivides its outstanding REIT Shares, (iii) effects a reverse stock split or otherwise combines its outstanding REIT Shares into a smaller number of REIT Shares, or (iv) otherwise reclassifies its outstanding REIT Shares, then, for purposes of determining the Value of a REIT Share or the UDR Total Return, each price of a REIT Share determined as of a date on or after the Ex-Date for such transaction shall be adjusted by multiplying such price by a fraction (x) the numerator of which shall be the number of REIT Shares issued and outstanding on the Determination Date for such dividend,

F-6

distribution, split, subdivision, reverse stock split, combination or reclassification (assuming for such purposes that such dividend, distribution, split, subdivision, reverse split or combination has occurred as of such time) and (y) the denominator of which shall be the actual number of REIT Shares (determined without the above assumption) issued and outstanding on the Determination Date for such dividend, distribution, split, subdivision, reverse stock split, combination or reclassification.

(c) The Company shall have authority to appropriately adjust the UDR Market Capitalization, the UDR Total Return or the Value of a REIT Share if any other transaction or circumstance occurs or arises that without such adjustment would have an inequitable result.

10. GENERAL.

The ownership of Class IV Out-Performance Partnership Shares may (but need not, in the sole and absolute discretion of the Company) be evidenced by one or more certificates. The Company shall amend Exhibit A to the Agreement from time to time to the extent necessary to reflect accurately the issuance of, and subsequent conversion, redemption, or any other event having an effect on the ownership of Class IV Out-Performance Partnership Shares.

F-7

Exhibit 12

Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends

(Dollars in thousands)


			Three Months Ended
			March 31,

			2006			2005

(Loss)/income before discontinued operations, net of minority interests			$	(3,352	)	$	4,789
Add (from continuing operations):
	Interest on indebtedness			44,094			38,572
	Loss on early debt retirement			—			6,644
	Minority interests			(452	)		117
	Portion of rents representative of the interest factor			168			165

		Earnings	$	40,458		$	50,287

Fixed charges and preferred stock dividend (from continuing operations):
	Interest on indebtedness		$	44,094		$	38,572
	Loss on early debt retirement			—			6,644
	Capitalized interest			835			410
	Portion of rents representative of the interest factor			168			165

		Fixed charges		45,097			45,791

Add:
	Preferred stock dividend			3,842			3,842

		Combined fixed charges and preferred stock dividend	$	48,939		$	49,633

Ratio of earnings to fixed charges				—			1.10	x
Ratio of earnings to combined fixed charges and preferred stock dividend				—			1.01	x

For the three months ended March 31, 2006, the ratio of earnings to fixed charges was deficient of achieving a 1:1 ratio by $4.6 million.

For the three months ended March 31, 2006, the ratio of earnings to combined fixed charges and preferred stock dividend was deficient of achieving a 1:1 ratio by $8.5 million.

Exhibit 31.1

CERTIFICATION

I, Thomas W. Toomey, Chief Executive Officer and President of United Dominion Realty Trust, Inc., certify that:

1. I have reviewed this quarterly report on Form 10-Q of United Dominion Realty Trust, 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; and

(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.



Date: May 10, 2006	/s/Thomas W. Toomey
	Thomas W. Toomey
	Chief Executive Officer and President

Exhibit 31.2

CERTIFICATION

I, Christopher D. Genry, Executive Vice President — Corporate Strategy and Chief Financial Officer of United Dominion Realty Trust, Inc., certify that:

1. I have reviewed this quarterly report on Form 10-Q of United Dominion Realty Trust, Inc.;

(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.



Date: May 10, 2006	/s/ Christopher D. Genry
	Christopher D. Genry
	Executive Vice President — Corporate Strategy and Chief Financial Officer

Exhibit 32.1

CERTIFICATION

In connection with the periodic report of United Dominion Realty Trust, Inc. (the “Company”) on Form 10-Q for the quarter ended March 31, 2006, as filed with the Securities and Exchange Commission (the “Report”), I, Thomas W. Toomey, Chief Executive Officer and President 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:

(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

(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.



Date: May 10, 2006	/s/ Thomas W. Toomey
	Thomas W. Toomey
	Chief Executive Officer and President

Exhibit 32.2

CERTIFICATION

In connection with the periodic report of United Dominion Realty Trust, Inc. (the “Company”) on Form 10-Q for the quarter ended March 31, 2006, as filed with the Securities and Exchange Commission (the “Report”), I, Christopher D. Genry, Executive Vice President — Corporate Strategy 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:

(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

(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.



Date: May 10, 2006	/s/ Christopher D. Genry
	Christopher D. Genry
	Executive Vice President — Corporate Strategy and Chief Financial Officer

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