PART I — FINANCIAL INFORMATION [Item 1. Consolidated Financial Statements](index=5&type=section&id=Item%201.%20Consolidated%20Financial%20Statements) This section presents the unaudited Q1 2020 consolidated financial statements for UDR, Inc. and its Operating Partnership [UDR, INC. Consolidated Financial Statements](index=5&type=section&id=UDR%2C%20INC.%20Consolidated%20Financial%20Statements) UDR, Inc. reported Q1 2020 revenues of $321.5 million and net income of $4.2 million, with total assets growing to $9.69 billion UDR, Inc. Consolidated Balance Sheet Highlights (in thousands) | Balance Sheet Item | March 31, 2020 | December 31, 2019 | | :--- | :--- | :--- | | Total real estate owned, net | $8,545,527 | $8,470,748 | | Total assets | $9,691,105 | $9,636,472 | | Total liabilities | $5,393,582 | $5,228,493 | | Total stockholders' equity | $3,464,115 | $3,358,542 | | Total liabilities and equity | $9,691,105 | $9,636,472 | UDR, Inc. Consolidated Statement of Operations Highlights (in thousands, except per share data) | Income Statement Item | Q1 2020 | Q1 2019 | | :--- | :--- | :--- | | Total revenues | $321,481 | $270,673 | | Operating income | $38,954 | $52,494 | | Net income attributable to common stockholders | $4,155 | $23,492 | | Diluted EPS | $0.01 | $0.08 | UDR, Inc. Consolidated Cash Flow Highlights (in thousands) | Cash Flow Item | Q1 2020 | Q1 2019 | | :--- | :--- | :--- | | Net cash provided by operating activities | $135,456 | $137,333 | | Net cash used in investing activities | ($214,044) | ($459,749) | | Net cash provided by financing activities | $68,226 | $137,679 | [UDR, INC. Notes to Consolidated Financial Statements](index=10&type=section&id=UDR%2C%20INC.%20Notes%20to%20Consolidated%20Financial%20Statements) Notes detail Q1 2020 property acquisitions, debt issuance, and a 3.0% increase in Same-Store NOI - In January 2020, the company acquired a 294-home community in Tampa, FL for **$85.2 million** and increased its ownership to 100% in a 276-home community in Hillsboro, OR for **$21.6 million**[67](index=67&type=chunk)[68](index=68&type=chunk) - As of March 31, 2020, UDR owned 150 communities with **47,579 apartment homes** and had an ownership interest in **5,134 homes** through unconsolidated joint ventures[66](index=66&type=chunk)[316](index=316&type=chunk) - In February 2020, the company issued an additional **$200.0 million** of its 3.20% senior unsecured medium-term notes due 2030, bringing the total aggregate principal amount to $600.0 million[128](index=128&type=chunk) - **Same-Store Net Operating Income (NOI) increased by 3.0% YoY** for Q1 2020, driven by a 2.9% increase in rental income, while **Non-Mature Communities/Other NOI grew by 152.3%** primarily due to acquisitions in 2019[376](index=376&type=chunk)[378](index=378&type=chunk)[383](index=383&type=chunk) UDR, Inc. Debt Summary (in thousands) | Debt Category | March 31, 2020 | December 31, 2019 | | :--- | :--- | :--- | | Total Secured Debt, net | $1,144,201 | $1,149,441 | | Total Unsecured Debt, net | $3,740,937 | $3,558,083 | | **Total Debt, net** | **$4,885,138** | **$4,707,524** | [UNITED DOMINION REALTY, L.P. Consolidated Financial Statements](index=61&type=section&id=UNITED%20DOMINION%20REALTY%2C%20L.P.%20Consolidated%20Financial%20Statements) The Operating Partnership reported stable Q1 2020 net income of $24.1 million on $112.2 million of rental income United Dominion Realty, L.P. Consolidated Balance Sheet Highlights (in thousands) | Balance Sheet Item | March 31, 2020 | December 31, 2019 | | :--- | :--- | :--- | | Total real estate owned, net | $2,054,799 | $2,078,592 | | Total assets | $2,367,342 | $2,398,745 | | Total liabilities | $1,037,940 | $1,032,859 | | Total capital | $1,329,402 | $1,365,886 | United Dominion Realty, L.P. Consolidated Statement of Operations Highlights (in thousands, except per unit data) | Income Statement Item | Q1 2020 | Q1 2019 | | :--- | :--- | :--- | | Rental income | $112,165 | $108,334 | | Operating income | $33,865 | $34,445 | | Net income attributable to OP unitholders | $24,118 | $23,946 | | Net income per weighted average OP Unit | $0.13 | $0.13 | [UNITED DOMINION REALTY, L.P. Notes to Consolidated Financial Statements](index=65&type=section&id=UNITED%20DOMINION%20REALTY%2C%20L.P.%20Notes%20to%20Consolidated%20Financial%20Statements) Notes show the Operating Partnership's portfolio of 52 communities and a 2.7% YoY increase in Same-Store NOI - As of March 31, 2020, the Operating Partnership's portfolio consisted of **52 communities with 16,434 apartment homes**[211](index=211&type=chunk) - The Operating Partnership is the guarantor on the General Partner's (UDR, Inc.) **$1.1 billion** unsecured revolving credit facility, **$500 million** commercial paper program, and over **$3.4 billion** in various medium-term notes[251](index=251&type=chunk) - The Operating Partnership's **Same-Store NOI for Q1 2020 increased 2.7% YoY** to $77.1 million, driven by a 3.0% increase in rental income[432](index=432&type=chunk)[437](index=437&type=chunk) - The Operating Partnership has notes payable to its General Partner (UDR, Inc.) totaling **$635.7 million** as of March 31, 2020[256](index=256&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=61&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial results, liquidity, and the initial impact of COVID-19, including 95.5% April rent collection - The company is closely monitoring the impact of the COVID-19 pandemic; for April 2020, it collected **95.5% of billed monthly rents** from multifamily residents[309](index=309&type=chunk)[311](index=311&type=chunk) - Management believes its **strong balance sheet and liquidity profile** position it well to weather the economic challenges posed by the COVID-19 pandemic[312](index=312&type=chunk) [UDR, Inc. MD&A](index=63&type=section&id=UDR%2C%20Inc.%20MD%26A) Management discusses lower net income but strong NOI growth of 18.9% and a rise in FFOA per share to $0.54 - **Net income attributable to common stockholders decreased to $4.2 million** in Q1 2020 from $23.5 million in Q1 2019, mainly due to a $43.0 million increase in depreciation expense[370](index=370&type=chunk)[375](index=375&type=chunk) - **Total property NOI increased by $35.8 million (18.9%) YoY**, driven by contributions from newly acquired communities and a 3.0% increase in Same-Store NOI[370](index=370&type=chunk)[376](index=376&type=chunk) - In February 2020, UDR issued **$200.0 million of 3.20% senior unsecured medium-term notes** due 2030 for net proceeds of approximately $211.3 million[329](index=329&type=chunk)[357](index=357&type=chunk) FFO, FFOA, and AFFO per Share (Diluted) | Metric | Q1 2020 | Q1 2019 | | :--- | :--- | :--- | | FFO per Share | $0.53 | $0.51 | | FFOA per Share | $0.54 | $0.50 | | AFFO per Share | $0.51 | $0.47 | [United Dominion Realty, L.P. MD&A](index=75&type=section&id=United%20Dominion%20Realty%2C%20L.P.%20MD%26A) The Operating Partnership reports stable net income of $24.1 million and a 3.1% increase in total property NOI - **Net income attributable to OP unitholders was stable at $24.1 million** ($0.13 per unit) in Q1 2020, compared to $23.9 million in Q1 2019[428](index=428&type=chunk) - **Total property NOI increased 3.1% to $81.6 million**, supported by a 2.7% increase in Same-Store NOI[432](index=432&type=chunk) - The Operating Partnership had **no acquisitions or dispositions** in Q1 2020 and has **no debt maturing** for the remainder of the year[411](index=411&type=chunk)[417](index=417&type=chunk) - The OP is exposed to interest rate risk on **$27.0 million of its own variable rate debt**[422](index=422&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=82&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is exposed to interest rate and refinancing risks, with no material changes from the 2019 Annual Report - The Company and Operating Partnership are exposed to **interest rate risk** from variable rate debt and refinancing risk[446](index=446&type=chunk) - There have been **no material changes to market risk** since the year-ended December 31, 2019 Form 10-K filing[447](index=447&type=chunk) [Item 4. Controls and Procedures](index=82&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of March 31, 2020, with no material changes - Based on an evaluation as of March 31, 2020, the CEO and CFO concluded that **disclosure controls and procedures are effective** at a reasonable assurance level[450](index=450&type=chunk) - **No changes in internal control over financial reporting** occurred during the quarter that materially affected, or are reasonably likely to materially affect, internal controls[451](index=451&type=chunk) PART II — OTHER INFORMATION [Item 1. Legal Proceedings](index=83&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in routine litigation not expected to have a material adverse effect on its financial results - The Company is party to various claims and litigation arising in the ordinary course of business but **does not expect them to have a material adverse effect** on its financial position or results[454](index=454&type=chunk) [Item 1A. Risk Factors](index=83&type=section&id=Item%201A.%20Risk%20Factors) Key risks include the COVID-19 pandemic, geographic concentration, debt refinancing, and maintaining REIT status - The **COVID-19 pandemic is a primary risk**, potentially affecting rental revenue, occupancy, tenant rent payment ability, and development projects[456](index=456&type=chunk)[457](index=457&type=chunk) - The company faces **geographic concentration risk**, with approximately **51.4% of its Q1 2020 NOI** generated from communities in four metropolitan areas[462](index=462&type=chunk) - Risks related to indebtedness include **insufficient cash flow for debt service**, refinancing risk, rising interest costs, and potential disruptions in financial markets[521](index=521&type=chunk)[524](index=524&type=chunk)[532](index=532&type=chunk) - The company is subject to tax risks, including the potential for adverse consequences if **UDR fails to qualify as a REIT**[537](index=537&type=chunk)[545](index=545&type=chunk) - Operational risks include potential liability from **environmental contamination, compliance costs with the ADA, and cybersecurity breaches**[487](index=487&type=chunk)[495](index=495&type=chunk)[512](index=512&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=99&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered sales or share repurchases occurred in Q1 2020, though shares were withheld for employee tax obligations - During Q1 2020, the company **did not issue any common stock** upon redemption of OP Units[563](index=563&type=chunk) - **No shares were repurchased** under the company's publicly announced share repurchase programs during Q1 2020[564](index=564&type=chunk) - A total of **58,611 shares were repurchased from employees** to cover tax obligations from vested restricted stock, at an average price of $47.78 per share[565](index=565&type=chunk) [Item 3. Defaults Upon Senior Securities](index=100&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon its senior securities - None[567](index=567&type=chunk) [Item 4. Mine Safety Disclosures](index=100&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[568](index=568&type=chunk) [Item 5. Other Information](index=100&type=section&id=Item%205.%20Other%20Information) The company reports no other information for this item - None[569](index=569&type=chunk) [Item 6. Exhibits](index=101&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including governance documents and SOX certifications - Lists filed exhibits, including corporate governance documents, debt instruments, and required **CEO/CFO certifications**[570](index=570&type=chunk)[572](index=572&type=chunk)

Company Overview - UDR has an enterprise value of approximately $214 billion[1,5] - The company's annualized dividend is $144, representing a yield of approximately 29% as of February 25, 2020[1] - UDR's portfolio consists of 51294 homes with an average same-store rent of $2200[5] Financial Performance and Outlook - Year-to-date blended lease rate growth is 28%, which is 50 basis points above 4Q19[10] - Year-to-date occupancy is 969%, a year-over-year increase of 20 basis points[10] - The company anticipates $15-$20 million in incremental run-rate NOI by 2022 through its Next Generation Operating Platform[13,33] Capital Allocation and Investments - UDR acquired Slade at Channelside in Tampa, FL for $85 million and exercised a purchase option for the Arbory in Portland, OR for $54 million[10] - The company made a DCP investment in Thousand Oaks, CA for $20 million at a 9% yield plus participation[10] - UDR accretively prepaid $700 million of unsecured debt in 2019 with debt issued at a lower weighted average interest rate[14] Portfolio and Market Composition - West Coast properties account for 42% of UDR's total NOI, while Southwest properties account for 6%, Southeast 11%, Northeast 21%, and Mid-Atlantic 20%[7] - Development projects include $117 million in the West Coast and $162 million in the Southwest[7] Operating Excellence - The Next Generation Operating Platform is projected to expand controllable operating margin by 150-200 basis points by 2022[13] - Resident satisfaction Net Promoter Scores have increased by 15% since 2Q18[13] - Since 2014, UDR's same-store NOI growth without operating initiatives is comparable to peer growth including their initiatives, 40% vs 42%[34,51]

Part I [Item 1. Business](index=7&type=section&id=Item%201.%20Business) UDR, Inc. is a REIT owning and operating 148 multifamily apartment communities, focusing on strategic growth and operational excellence - UDR is a REIT specializing in multifamily apartment communities, with **148 communities** and **47,010 apartment homes** as of year-end 2019[24](index=24&type=chunk) - The company operates in two segments: Same-Store Communities and Non-Mature Communities/Other[29](index=29&type=chunk)[31](index=31&type=chunk) 2019 Dividend Summary | Quarter | Declared per Share | Paid per Share | | :--- | :--- | :--- | | First | $0.3425 | $0.3225 | | Second | $0.3425 | $0.3425 | | Third | $0.3425 | $0.3425 | | Fourth | $0.3425 | $0.3425 | | **Total** | **$1.3700** | **$1.3500** | - Key 2019 highlights include a **10.1% increase in total revenues**, **4.0% Same-Store NOI growth**, acquisition of **eight communities for $911.9 million**, and three new development projects[33](index=33&type=chunk) - In 2019, the company issued **$1.1 billion in senior unsecured notes** and raised over **$662 million** from common stock offerings[39](index=39&type=chunk) UDR, Inc. 5-Year Acquisition & Disposition Summary | Year | Homes Acquired | Homes Disposed | Homes Owned (Year-End) | | :--- | :--- | :--- | :--- | | **2019** | 7,079 | — | 47,010 | | **2018** | — | 868 | 39,931 | | **2017** | 462 | 218 | 39,998 | | **2016** | 508 | 1,782 | 39,454 | | **2015** | 3,246 | 2,735 | 40,728 | [Item 1A. Risk Factors](index=22&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks related to real estate operations, indebtedness, tax compliance for REIT status, and corporate organization, including geographic concentration and interest rate fluctuations - Significant geographic concentration risk exists, with **52.7% of 2019 NOI** from four major metropolitan areas[81](index=81&type=chunk) - Operational risks include challenges in renewing leases or re-letting units on favorable terms, impacting rental revenues[84](index=84&type=chunk) - Development and construction activities pose risks including financing difficulties, delays, cost overruns, and failure to achieve target occupancy or rental rates[92](index=92&type=chunk)[94](index=94&type=chunk) - Financial risks include insufficient cash flow for debt service, refinancing challenges, and exposure to changing interest rates, particularly with the LIBOR transition[142](index=142&type=chunk)[146](index=146&type=chunk)[147](index=147&type=chunk) - A primary tax risk is the potential failure to qualify as a REIT, leading to corporate income tax and loss of dividend deductions[157](index=157&type=chunk)[158](index=158&type=chunk) - Charter provisions limit individual stock ownership to **9.9%** to maintain REIT status, which may also prevent a change of control[180](index=180&type=chunk) [Item 1B. Unresolved Staff Comments](index=52&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company has no unresolved comments from the Securities and Exchange Commission staff - No unresolved staff comments were reported[181](index=181&type=chunk) [Item 2. Properties](index=53&type=section&id=Item%202.%20Properties) As of December 31, 2019, UDR's consolidated portfolio included 148 apartment communities with 47,010 homes, with detailed breakdowns provided for both UDR and its Operating Partnership UDR, Inc. Real Estate Portfolio Summary (as of Dec 31, 2019) | Metric | Value | | :--- | :--- | | Total Communities | 148 | | Total Apartment Homes | 47,010 | | Total Real Estate Owned (at cost) | $12.60 billion | | Average Physical Occupancy | 96.4% | United Dominion Realty, L.P. Real Estate Portfolio Summary (as of Dec 31, 2019) | Metric | Value | | :--- | :--- | | Total Communities | 52 | | Total Apartment Homes | 16,434 | | Total Real Estate Owned (at cost) | $3.88 billion | | Average Physical Occupancy | 96.7% | [Item 3. Legal Proceedings](index=55&type=section&id=Item%203.%20Legal%20Proceedings) The company is involved in ordinary course legal proceedings, with no expected material impact on financial condition or results - Any liability from ordinary course legal proceedings is not expected to materially affect the company's financial condition or results[189](index=189&type=chunk) [Item 4. Mine Safety Disclosures](index=55&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section is not applicable to the company's operations - This item is not applicable to the company[190](index=190&type=chunk) Part II [Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=57&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) UDR's common stock trades on the NYSE, with details on common and preferred stock, OP Units, 2019 distribution tax classification, and share repurchase program activity - UDR's common stock trades on the NYSE under symbol "UDR", with **294,631,463 shares outstanding** as of February 17, 2020[192](index=192&type=chunk) - For tax purposes, **73% of 2019 distributions** were classified as ordinary income[193](index=193&type=chunk) - No public trading market exists for Operating Partnership (OP) Units, with UDR and affiliates owning **95.7% of 184.1 million outstanding units** as of December 31, 2019[201](index=201&type=chunk) Share Repurchase Program Activity (Q4 2019) | Period | Shares Purchased | Average Price Paid | Shares Remaining for Purchase | | :--- | :--- | :--- | :--- | | Oct 2019 | — | — | 14,439,000 | | Nov 2019 | — | — | 14,439,000 | | Dec 2019 | — | — | 14,439,000 | [Item 6. Selected Financial Data](index=60&type=section&id=Item%206.%20Selected%20Financial%20Data) This section provides five-year selected consolidated financial data for UDR, Inc. and its Operating Partnership, highlighting key income, balance sheet, and cash flow metrics through 2019 UDR, Inc. Selected Financial Data (2018-2019) | Metric (in thousands, except per share) | 2019 | 2018 | | :--- | :--- | :--- | | **Operating Data** | | | | Rental income | $1,138,138 | $1,035,105 | | Net income attributable to common stockholders | $180,861 | $199,238 | | Diluted EPS | $0.63 | $0.74 | | **Balance Sheet Data** | | | | Total assets | $9,636,472 | $7,711,728 | | Total liabilities | $5,228,493 | $3,816,211 | | **Cash Flow Data** | | | | Cash from operating activities | $630,704 | $560,676 | United Dominion Realty, L.P. Selected Financial Data (2018-2019) | Metric (in thousands, except per unit) | 2019 | 2018 | | :--- | :--- | :--- | | **Operating Data** | | | | Rental income | $441,773 | $431,920 | | Net income | $103,995 | $231,485 | | Diluted EPS | $0.56 | $1.25 | | **Balance Sheet Data** | | | | Total assets | $2,398,745 | $2,304,590 | | Total liabilities | $1,032,859 | $818,701 | | **Cash Flow Data** | | | | Cash from operating activities | $255,093 | $255,668 | [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=66&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management provides a detailed analysis of 2019 financial condition and operational results for UDR, Inc. and its Operating Partnership, covering income, NOI, capital markets activities, and segment performance [UDR, Inc. MD&A](index=68&type=section&id=UDR%2C%20Inc.%20MD%26A) UDR's 2019 net income decreased due to lower property sale gains, despite strong operational performance with **10.4% total property NOI growth** and significant capital market activities - Net income attributable to common stockholders decreased from **$199.2 million in 2018** to **$180.9 million in 2019**, primarily due to lower gains on real estate sales[318](index=318&type=chunk) Property NOI Performance (2018 vs 2019) | Category (in thousands) | 2019 | 2018 | % Change | | :--- | :--- | :--- | :--- | | Same-Store NOI | $690,443 | $663,762 | 4.0% | | Non-Mature Communities/Other NOI | $117,860 | $68,353 | 72.4% | | **Total Property NOI** | **$808,303** | **$732,115** | **10.4%** | - Same-Store NOI grew **4.0%**, driven by a **3.6% increase in rental income** from higher rates and other income, with stable physical occupancy at **96.9%**[328](index=328&type=chunk) - Cash used in investing activities significantly increased to **$1.7 billion in 2019** from **$113.5 million in 2018**, primarily due to property acquisitions[263](index=263&type=chunk) - The company issued **$1.1 billion in senior unsecured notes**, using proceeds to repay **$700.0 million** of higher-rate notes[250](index=250&type=chunk)[251](index=251&type=chunk)[256](index=256&type=chunk) FFO, FFOA, and AFFO Per Diluted Share | Metric | 2019 | 2018 | 2017 | | :--- | :--- | :--- | :--- | | FFO per share | $2.03 | $1.93 | $1.83 | | FFOA per share | $2.08 | $1.96 | $1.87 | | AFFO per share | $1.92 | $1.80 | $1.72 | [United Dominion Realty, L.P. MD&A](index=104&type=section&id=United%20Dominion%20Realty%2C%20L.P.%20MD%26A) The Operating Partnership's 2019 net income decreased due to fewer property sales, despite **1.8% total property NOI growth** and its role as guarantor for UDR, Inc.'s unsecured debt - Net income attributable to OP unitholders decreased to **$102.2 million in 2019** from **$229.8 million in 2018**, primarily due to the absence of real estate sale gains[393](index=393&type=chunk) Operating Partnership Property NOI Performance (2018 vs 2019) | Category (in thousands) | 2019 | 2018 | % Change | | :--- | :--- | :--- | :--- | | Same-Store NOI | $300,158 | $289,832 | 3.6% | | Non-Mature Communities/Other NOI | $22,848 | $27,548 | (17.1)% | | **Total Property NOI** | **$323,006** | **$317,380** | **1.8%** | - Same-Store NOI increased **3.6%**, driven by a **3.5% rise in property rental income** from higher rates and other income[401](index=401&type=chunk)[402](index=402&type=chunk) - The Operating Partnership guarantees UDR, Inc.'s **$1.1 billion revolving credit facility**, **$500 million commercial paper program**, **$350 million term loan**, and all outstanding medium-term notes[385](index=385&type=chunk)[854](index=854&type=chunk) [Item 7A. Quantitative and Qualitative Disclosures about Market Risk](index=119&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This section incorporates market risk disclosures from Item 7, primarily focusing on interest rate risk, where a 100 basis point increase would raise annual interest expense by approximately **$3.5 million** - The company faces interest rate risk; a **100 basis point increase** would raise annual interest expense by approximately **$3.5 million** on its **$378.6 million variable rate debt** as of December 31, 2019[314](index=314&type=chunk) - Derivative financial instruments, including interest rate swaps and caps, are used to manage interest rate risk, typically designated as cash flow hedges[316](index=316&type=chunk) [Item 8. Financial Statements and Supplementary Data](index=119&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This item refers to the full consolidated financial statements and supplementary data for UDR, Inc. and United Dominion Realty, L.P., starting on page F-1 - Consolidated financial statements and related schedules for UDR, Inc. and United Dominion Realty, L.P. are attached, with an index on page F-1[417](index=417&type=chunk) [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=119&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants regarding accounting principles, financial disclosure, or auditing scope - No changes in or disagreements with accountants were reported[418](index=418&type=chunk) [Item 9A. Controls and Procedures](index=119&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls and internal control over financial reporting were effective as of December 31, 2019, with an unqualified audit opinion from Ernst & Young LLP - The CEO and CFO concluded that disclosure controls and procedures were effective as of December 31, 2019[422](index=422&type=chunk) - Management concluded internal control over financial reporting was effective, with Ernst & Young LLP issuing an unqualified audit opinion on UDR, Inc.'s controls[423](index=423&type=chunk)[424](index=424&type=chunk) - No material changes to internal control over financial reporting occurred during the fourth fiscal quarter[425](index=425&type=chunk) [Item 9B. Other Information](index=121&type=section&id=Item%209B.%20Other%20Information) The company reports no other information for this item - No other information was reported for this item[426](index=426&type=chunk) Part III [Item 10. Directors, Executive Officers and Corporate Governance](index=122&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information on directors, executive officers, and corporate governance is incorporated by reference from the 2020 proxy statement - Information is incorporated by reference from the company's definitive proxy statement for the 2020 Annual Meeting of Stockholders[429](index=429&type=chunk) [Item 11. Executive Compensation](index=122&type=section&id=Item%2011.%20Executive%20Compensation) Information on executive and director compensation is incorporated by reference from the 2020 proxy statement - Information is incorporated by reference from the company's definitive proxy statement for the 2020 Annual Meeting of Stockholders[431](index=431&type=chunk) [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=122&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Information on security ownership and equity compensation plans is incorporated by reference from the 2020 proxy statement - Information is incorporated by reference from the company's definitive proxy statement for the 2020 Annual Meeting of Stockholders[432](index=432&type=chunk) [Item 13. Certain Relationships and Related Transactions, and Director Independence](index=122&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information on related party transactions and director independence is incorporated by reference from the 2020 proxy statement - Information is incorporated by reference from the company's definitive proxy statement for the 2020 Annual Meeting of Stockholders[433](index=433&type=chunk) [Item 14. Principal Accountant Fees and Services](index=122&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) Information on principal accountant fees and services is incorporated by reference from the 2020 proxy statement - Information is incorporated by reference from the company's definitive proxy statement for the 2020 Annual Meeting of Stockholders[434](index=434&type=chunk) Part IV [Item 15. Exhibits, Financial Statement Schedules](index=124&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists all documents filed as part of the Form 10-K, including an index to consolidated financial statements, schedules, and exhibits - This item provides an index to the Financial Statements (page F-1), Financial Statement Schedules (page S-1), and all Exhibits filed with the report[437](index=437&type=chunk)[438](index=438&type=chunk) [Item 16. Form 10-K Summary](index=138&type=section&id=Item%2016.%20Form%2010-K%20Summary) The company has not provided a summary in this optional section of the Form 10-K - No summary has been provided in this optional section[457](index=457&type=chunk)

Financial Data and Key Metrics Changes - UDR reported a same-store NOI growth of 4.1% and FFO as adjusted per share growth of 7% for Q4 2019, indicating strong operational execution [8][18] - Full-year 2019 FFOA per share was $2.08, representing over 6% year-over-year growth [37] - For 2020, UDR expects FFOA per share growth of 6% at the midpoint of guidance and a 5% year-over-year increase in the dividend per share [15][52] Business Line Data and Key Metrics Changes - In Q4 2019, same-store revenue, expense, and NOI growth rates were 3.3%, 1.3%, and 4.1% respectively, while full-year 2019 growth rates were 3.6%, 2.5%, and 4% [18] - The company has shifted focus to minimize controllable expense growth, achieving only 0.9% growth in controllable expenses in 2019 compared to 1.8% for the peer group [26][27] Market Data and Key Metrics Changes - UDR anticipates that top-line growth rates in 2020 will exhibit less variability than in previous years, with markets like Monterey Peninsula, Portland, and Boston expected to grow above the portfolio growth rate range [32] - Conversely, markets such as New York, Baltimore, and Orange County are expected to grow below the low end of the growth range [32] Company Strategy and Development Direction - UDR's strategy includes disciplined capital sourcing and allocation, focusing on acquisitions that provide operational and investment upside [10][45] - The company is implementing a NextGen operating platform aimed at enhancing customer engagement and operational efficiency, with expectations of expanding controllable margins by 150 to 200 basis points by 2022 [22][28] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the 2020 economic landscape being similar to 2019, with expectations of a robust economy and balanced supply-demand environment [14] - The company is focused on maintaining high occupancy rates and improving resident satisfaction, which increased by 11% in 2019 [27] Other Important Information - UDR completed $1.8 billion in acquisitions in 2019, with expectations for the weighted average yield on these acquisitions to improve from 4.7% to above 5.5% by year three [29][39] - The company has a strong liquidity position with $867 million available and a consolidated financial leverage of 34% on undepreciated book value [49] Q&A Session Summary Question: What is embedded in guidance in terms of blended lease rate growth? - Blended lease rate growth is expected to be around 3%, with renewals around 1% [55] Question: What is the impact of rent control initiatives in New York and California on 2020 same-store revenue? - The impact is estimated to be in the 10 to 15 basis points range [62] Question: What market has the widest bands between the likely top and bottom in terms of possible outcomes on same-store revenue? - Seattle is projected to have significant supply impact but also strong job growth, leading to variability [91] Question: What are the expectations for the Smart Home initiative in 2020? - The expectation is to add another 7,000 to 10,000 homes, contributing approximately 60 basis points to rent growth [70] Question: How is the NextGen operating platform impacting FFO? - The platform's expenditures are being capitalized, with an expected non-cash impact of 1 to 2 cents this year, ramping up to around 2 cents in the future [76] Question: What are the biggest risks to the forecast for 2020? - The biggest risks are related to job and wage growth, which could impact demand [78]

Company Overview - UDR's enterprise value is approximately $209 billion as of October 30, 2019[1] - The company's annualized dividend for 2019 is $137, representing a yield of approximately 27% as of October 30, 2019[1] - UDR owns and operates 52,070 apartment homes across 20 markets, with an average same-store rent of $2,206[9] Financial Performance and Strategy - Year-to-date, UDR has acquired or announced the pending acquisition of $18 billion of assets at the company's share ($14 billion net of dispositions)[14] - The company estimates that these acquisitions will be 1%-2% accretive to 2020 FFOA/sh, inclusive of fair market value debt adjustments[14] - UDR's Next Generation Operating Platform aims to expand controllable margin by 150-200 bps by YE 2022[79] Market Composition and Diversification - West Coast properties account for 44% of UDR's total NOI, while Southwest properties account for 6%, Southeast 11%, Northeast 20%, and Mid-Atlantic 19%[11] - UDR's diversified portfolio includes approximately 55% A-quality and 45% B-quality properties, with an urban/suburban mix of approximately 45%/55%[9] Balance Sheet and Capital Allocation - UDR issued $11 billion of long-term unsecured debt at a weighted average effective rate of 32% and prepaid $700 million of unsecured debt at a weighted average rate of 42%[18] - The company's consolidated debt-to-gross asset value is 310%, and the consolidated net debt-to-EBITDAre is 55x[122]

Financial Data and Key Metrics Changes - The company reported same-store NOI growth of 3.9% and FFO as adjusted per share growth of 6% for Q3 2019, indicating strong execution across all business aspects [8][33] - FFO adjusted per share was $0.52, approximately 6% higher year-over-year, driven by strong same-store and lease-up performance, accretive capital deployment, and lower interest rates [33] Business Line Data and Key Metrics Changes - Same-store revenue and expense growth were 3.7% and 3.1% respectively, leading to an NOI growth of 3.9% [15] - The company has implemented a next-generation operating platform aimed at driving controllable margin expansion and improving operational efficiencies [10][26] Market Data and Key Metrics Changes - The Monterey Peninsula, Seattle, and the San Francisco Bay Area, which represent 26% of same-store NOI, generated weighted average revenue growth of 5.9% [21] - Conversely, New York, Orange County, and Dallas, comprising 23% of same-store NOI, lagged with a weighted average revenue growth of 1.7% primarily due to competitive supply [22] Company Strategy and Development Direction - The company aims to expand controllable margin by 150 to 200 basis points by year-end 2022, translating to an incremental run rate NOI of $15 million to $20 million [27] - The company is focused on simplifying its business structure and reducing joint venture exposure, with plans to enhance operational efficiencies through technology and process improvements [10][37] Management's Comments on Operating Environment and Future Outlook - Management indicated that new lease rate growth is expected to be down compared to last year due to supply pressures in certain markets, but renewal rate growth remains strong at 5.3% [49] - The company is optimistic about its ability to manage revenue growth variables effectively, despite challenges posed by new supply in key markets [18][20] Other Important Information - The company has completed or announced $1.8 billion in acquisitions year-to-date, which are performing in line with expectations and are expected to create value through the next-gen operating platform [29][40] - The company has improved its public GRESB disclosure score to an A, reflecting its commitment to enhancing its ESG framework [12] Q&A Session Summary Question: What is the expectation for new lease rate growth in the coming quarters? - Management indicated that new lease rate growth will likely be down compared to last year due to supply pressures in specific markets, but renewal rates are expected to remain strong [49] Question: How does the company plan to execute capital raising in the future? - The company plans to ensure that any capital raised is matched with specific uses, maintaining discipline in capital deployment [51][52] Question: What impact will rent regulations in California have on the company? - Management estimated that the impact of California's rent regulations would be minimal, affecting 2020 same-store revenue growth by about 7 to 8 basis points [61] Question: Can you elaborate on the recent joint venture transactions? - Management explained that the unwinding of the KFH joint venture was a straightforward decision based on market value exploration, while the MetLife transaction was a result of ongoing discussions to create mutually beneficial outcomes [66] Question: How is the company addressing the current supply pressures in Dallas? - Management noted that supply pressures are affecting various sub-markets differently, with lower price points performing better than higher-end properties [86]

PART I — FINANCIAL INFORMATION [Item 1. Consolidated Financial Statements](index=5&type=section&id=Item%201.%20Consolidated%20Financial%20Statements) This section presents the unaudited consolidated financial statements for UDR, Inc. and its operating partnership, United Dominion Realty, L.P., for the period ended September 30, 2019, including balance sheets, statements of operations, comprehensive income, changes in equity/capital, cash flows, and detailed notes explaining accounting policies and financial details [UDR, INC. Consolidated Financial Statements](index=6&type=section&id=UDR%2C%20INC.%20Consolidated%20Financial%20Statements) UDR, Inc.'s financial statements show an increase in total assets to **$8.7 billion**, driven by real estate acquisitions, with total revenues growing to **$847.4 million** for the nine months ended September 30, 2019, while net income attributable to common stockholders decreased to **$84.3 million** due to a smaller gain on sale of real estate UDR, Inc. Consolidated Balance Sheet Highlights (in thousands) | Account | Sep 30, 2019 | Dec 31, 2018 | | :--- | :--- | :--- | | Total real estate owned, net | $7,563,787 | $6,541,999 | | Total assets | $8,697,597 | $7,711,728 | | Total liabilities | $4,353,641 | $3,816,211 | | Total stockholders' equity | $3,246,562 | $2,905,625 | | Total liabilities and equity | $8,697,597 | $7,711,728 | UDR, Inc. Consolidated Statement of Operations Highlights (in thousands, except per share data) | Metric | Three Months Ended Sep 30, 2019 | Three Months Ended Sep 30, 2018 | Nine Months Ended Sep 30, 2019 | Nine Months Ended Sep 30, 2018 | | :--- | :--- | :--- | :--- | :--- | | Total revenues | $295,394 | $266,144 | $847,375 | $779,192 | | Operating income | $58,856 | $55,011 | $176,275 | $228,503 | | Net income attributable to common stockholders | $26,173 | $17,639 | $84,253 | $118,070 | | Diluted EPS | $0.09 | $0.07 | $0.30 | $0.44 | UDR, Inc. Consolidated Statement of Cash Flows Highlights (in thousands) | Cash Flow Activity | Nine Months Ended Sep 30, 2019 | Nine Months Ended Sep 30, 2018 | | :--- | :--- | :--- | | Net cash provided by operating activities | $456,876 | $406,724 | | Net cash used in investing activities | ($1,382,802) | ($203,106) | | Net cash provided by financing activities | $740,576 | ($197,368) | | Net (decrease)/increase in cash | ($185,350) | $6,250 | [Notes to UDR, INC. Consolidated Financial Statements](index=14&type=section&id=Notes%20to%20UDR%2C%20INC.%20Consolidated%20Financial%20Statements) The notes detail the basis of presentation, significant accounting policies including the adoption of the new lease standard (ASU 2016-02), and provide breakdowns of financial statement items, highlighting extensive real estate acquisition activity, unconsolidated joint ventures, the company's **$3.9 billion** debt portfolio, and segment performance - The company adopted the new lease standard (ASU 2016-02) on January 1, 2019, recognizing right-of-use assets of **$94.3 million** and lease liabilities of **$88.3 million**[33](index=33&type=chunk)[35](index=35&type=chunk) - During the first nine months of 2019, UDR engaged in significant acquisition activity, purchasing multiple operating communities and land parcels across various states including California, Washington, New York, Florida, Maryland, Pennsylvania, Massachusetts, and New Jersey[62](index=62&type=chunk)[65](index=65&type=chunk)[73](index=73&type=chunk) - As of September 30, 2019, the company had total debt of **$3.94 billion**, with a weighted average interest rate of **3.63%** and a weighted average maturity of **6.9 years**, with unsecured debt constituting the majority at **$3.34 billion**[129](index=129&type=chunk)[130](index=130&type=chunk) - For the nine months ended September 30, 2019, Same-Store communities, comprising **37,959 apartment homes**, generated **$515.8 million** in NOI, representing **87.0%** of the company's total property NOI[430](index=430&type=chunk)[234](index=234&type=chunk) [UNITED DOMINION REALTY, L.P. Consolidated Financial Statements](index=47&type=section&id=UNITED%20DOMINION%20REALTY%2C%20L.P.%20Consolidated%20Financial%20Statements) The financial statements for the Operating Partnership (OP), United Dominion Realty, L.P., show total assets of **$2.36 billion** as of September 30, 2019, with rental income slightly increasing to **$330.4 million** for the nine months ended, while net income attributable to OP unitholders significantly decreased to **$78.2 million** due to a non-recurring gain on sale of real estate in the prior year United Dominion Realty, L.P. Consolidated Balance Sheet Highlights (in thousands) | Account | Sep 30, 2019 | Dec 31, 2018 | | :--- | :--- | :--- | | Total real estate owned, net | $2,099,586 | $2,153,824 | | Total assets | $2,355,619 | $2,304,590 | | Total liabilities | $955,402 | $818,701 | | Total partners' capital | $1,382,329 | $1,472,070 | | Total liabilities and capital | $2,355,619 | $2,304,590 | United Dominion Realty, L.P. Consolidated Statement of Operations Highlights (in thousands) | Metric | Three Months Ended Sep 30, 2019 | Three Months Ended Sep 30, 2018 | Nine Months Ended Sep 30, 2019 | Nine Months Ended Sep 30, 2018 | | :--- | :--- | :--- | :--- | :--- | | Rental income | $111,700 | $109,539 | $330,384 | $323,397 | | Operating income | $37,187 | $35,613 | $108,591 | $170,472 | | Net income attributable to OP unitholders | $26,835 | $27,695 | $78,175 | $143,883 | United Dominion Realty, L.P. Consolidated Statement of Cash Flows Highlights (in thousands) | Cash Flow Activity | Nine Months Ended Sep 30, 2019 | Nine Months Ended Sep 30, 2018 | | :--- | :--- | :--- | | Net cash provided by operating activities | $197,874 | $196,498 | | Net cash (used in)/provided by investing activities | ($31,668) | $70,638 | | Net cash used in financing activities | ($165,217) | ($266,410) | | Net increase in cash | $989 | $726 | [Notes to UNITED DOMINION REALTY, L.P. Consolidated Financial Statements](index=51&type=section&id=Notes%20to%20UNITED%20DOMINION%20REALTY%2C%20L.P.%20Consolidated%20Financial%20Statements) The notes for the Operating Partnership (OP) indicate that as of September 30, 2019, it owned **52 communities** with **16,434 apartment homes**, adopted the new lease standard, and guarantees a significant amount of the General Partner's (UDR, Inc.) unsecured debt, with Same-Store communities providing **92.9%** of the OP's total NOI - As of September 30, 2019, the Operating Partnership's portfolio consisted of **52 communities** with **16,434 apartment homes**, and UDR, Inc. (the General Partner) owned **95.7%** of the outstanding OP Units[246](index=246&type=chunk)[247](index=247&type=chunk) - The Operating Partnership is the guarantor on the General Partner's (UDR, Inc.) **$1.1 billion** unsecured revolving credit facility, **$500 million** commercial paper program, and over **$2.8 billion** in medium-term notes and term loans[292](index=292&type=chunk) - The OP has **$624.0 million** in notes payable to its General Partner, UDR, Inc., with interest rates ranging from **3.63%** to **5.34%**[298](index=298&type=chunk) - For the nine months ended September 30, 2019, Same-Store communities, comprising **15,723 apartment homes**, generated **$224.5 million** in NOI, representing **92.9%** of the OP's total property NOI[495](index=495&type=chunk)[344](index=344&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=70&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the financial condition and results of operations for both UDR, Inc. and its Operating Partnership, United Dominion Realty, L.P., covering business overview, liquidity, capital resources, critical accounting policies, and a detailed analysis of operating results, including performance of Same-Store and Non-Mature community segments, and reconciliations of non-GAAP measures [UDR, Inc. MD&A](index=70&type=section&id=UDR%2C%20Inc.%20MD%26A) Management discusses UDR's performance, highlighting a **3.9%** increase in Same-Store NOI for Q3 2019 and **4.0%** for the nine-month period, driven by strong rental income growth, with the decrease in net income attributed to a large non-recurring gain on sale in 2018, and strong liquidity maintained through active capital market issuances and acquisitions Same-Store Community Operating Performance vs. Prior Year | Period | Same-Store Rental Income Growth | Same-Store Operating Expense Growth | Same-Store NOI Growth | | :--- | :--- | :--- | :--- | | **Three Months Ended Sep 30** | 3.7% | 3.1% | 3.9% | | **Nine Months Ended Sep 30** | 3.7% | 2.9% | 4.0% | - The company was highly active in acquisitions during the first nine months of 2019, purchasing numerous communities and land parcels in markets including New York, Florida, Maryland, Pennsylvania, Massachusetts, and New Jersey[381](index=381&type=chunk)[384](index=384&type=chunk)[391](index=391&type=chunk) - Significant financing activities in the first nine months of 2019 included issuing **$300 million** of **3.20%** notes due 2030, **$400 million** of **3.00%** notes due 2031, and raising approximately **$662 million** in net proceeds from common stock offerings[407](index=407&type=chunk) FFO and AFFO per Diluted Share | Metric | Three Months Ended Sep 30, 2019 | Three Months Ended Sep 30, 2018 | Nine Months Ended Sep 30, 2019 | Nine Months Ended Sep 30, 2018 | | :--- | :--- | :--- | :--- | :--- | | **FFO per share** | $0.53 | $0.49 | $1.57 | $1.44 | | **FFOA per share** | $0.52 | $0.49 | $1.54 | $1.46 | | **AFFO per share** | $0.48 | $0.44 | $1.44 | $1.34 | [United Dominion Realty, L.P. MD&A](index=87&type=section&id=United%20Dominion%20Realty%2C%20L.P.%20MD%26A) Management's discussion for the Operating Partnership (OP) notes a decrease in net income for the nine-month period to **$78.2 million** from **$143.9 million** in the prior year, primarily due to a **$70.3 million** gain on sale in 2018, while Same-Store NOI grew **2.9%** in Q3 and **3.6%** for the nine-month period, driven by a **3.7%** increase in rental income - The decrease in Net Income for the nine months ended Sep 30, 2019, was primarily due to the absence of a gain on sale of real estate, which was **$70.3 million** in the comparable 2018 period[488](index=488&type=chunk)[492](index=492&type=chunk) Operating Partnership Same-Store Community Operating Performance vs. Prior Year | Period | Same-Store Rental Income Growth | Same-Store Operating Expense Growth | Same-Store NOI Growth | | :--- | :--- | :--- | :--- | | **Three Months Ended Sep 30** | 3.4% | 4.8% | 2.9% | | **Nine Months Ended Sep 30** | 3.7% | 3.9% | 3.6% | - The Operating Partnership did not have any acquisitions or dispositions of real estate during the nine months ended September 30, 2019[479](index=479&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=95&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company states that its exposure to market risk, primarily from interest rate changes on variable rate debt and refinancing risk, has not materially changed from the disclosures in its 2018 Annual Report on Form 10-K, and derivative instruments are used solely for managing interest rate exposure, not for speculative purposes - The company's market risk, primarily related to interest rate changes, has not materially changed from the year ended December 31, 2018[512](index=512&type=chunk) [Item 4. Controls and Procedures](index=95&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, evaluated the company's disclosure controls and procedures and concluded they were effective as of September 30, 2019, with no material changes to the internal control over financial reporting during the quarter - Based on an evaluation as of September 30, 2019, the CEO and CFO concluded that the disclosure controls and procedures for both the Company and the Operating Partnership are effective at a reasonable assurance level[515](index=515&type=chunk) - No changes in internal control over financial reporting occurred during the quarter that materially affected, or are reasonably likely to materially affect, internal controls[516](index=516&type=chunk) PART II — OTHER INFORMATION [Item 1. Legal Proceedings](index=96&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in various routine legal claims and litigation arising from the ordinary course of business but does not believe these will have a material adverse effect on its financial position or results of operations - The company states that ongoing legal proceedings are not expected to have a material adverse effect on its business, financial position, or results of operations[519](index=519&type=chunk) [Item 1A. Risk Factors](index=96&type=section&id=Item%201A.%20Risk%20Factors) This section details significant risks that could materially affect the company's business, including unfavorable apartment market and economic conditions, geographic concentration, competition, development and construction risks, potential liability for environmental contamination, cybersecurity breaches, failure to maintain REIT status, and changes in interest rates or rent control laws - A significant portion of the company's Net Operating Income (NOI) is generated from a few key markets, including Washington D.C., Orange County, San Francisco, and New York, creating a concentration risk[524](index=524&type=chunk) - The company faces risks from the potential enactment or changes to rent control and stabilization laws, which could limit the ability to raise rents and adversely affect results, with recent laws in New York and California noted as examples[555](index=555&type=chunk) - Cybersecurity breaches of the company's or its third-party vendors' IT systems pose a significant risk, potentially leading to system disruptions, data loss, reputational damage, and liability claims[570](index=570&type=chunk) - Failure to qualify as a REIT would result in adverse tax consequences, including being subject to federal income tax at regular corporate rates and the inability to deduct dividends paid to stockholders[595](index=595&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=110&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company did not issue any unregistered shares of common stock in exchange for OP units or repurchase any shares under its publicly announced repurchase programs during the third quarter of 2019, except for a small number of shares repurchased from employees to satisfy tax obligations related to vested restricted stock - No shares were issued upon redemption of OP Units during the three months ended September 30, 2019[617](index=617&type=chunk) - The company did not repurchase any shares of its common stock under its authorized share repurchase programs during the third quarter of 2019, with **14.4 million** shares remaining available for repurchase as of September 30, 2019[619](index=619&type=chunk) [Item 3. Defaults Upon Senior Securities](index=111&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) There were no defaults upon senior securities during the period - None[621](index=621&type=chunk) [Item 4. Mine Safety Disclosures](index=111&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[622](index=622&type=chunk) [Item 5. Other Information](index=111&type=section&id=Item%205.%20Other%20Information) There is no other information to report for the period - None[623](index=623&type=chunk) [Item 6. Exhibits](index=112&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including corporate governance documents, descriptions of new debt issuances (Medium-Term Notes), and certifications by the CEO and CFO as required by the Sarbanes-Oxley Act - Exhibits filed include descriptions of the **3.200%** Medium-Term Note due 2030 and the **3.000%** Medium-Term Note due 2031[627](index=627&type=chunk) - Certifications from the CEO and CFO for both UDR, Inc. and United Dominion Realty, L.P. under Rule 13a-14(a) and Section 1350 are included as exhibits[627](index=627&type=chunk)

UDR, Inc. (NYSE:UDR) Q2 2019 Results Conference Call July 31, 2019 1:00 PM ET Company Participants Chris Van Ens - VS Tom Toomey - Chairman and CEO Jerry Davis - President and COO Joe Fisher - CFO Harry Alcock - EVP, Chief Investment Officer Conference Call Participants Nick Joseph - Citigroup Trent Trujillo - Scotiabank Austin Wurschmidt - KeyBanc Capital Markets Rich Hightower - Evercore Wes Golladay - RBC Capital Markets Lauren Weston - Morgan Stanley John Pawlowski - Green Street Advisors Alexander Gold ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-10524 (UDR, Inc.) 333-156002-01 (United Dominion Realty, L.P.) UDR, Inc. United Dominion Realty, L.P. (Exact name of registr ...

INVESTOR PRESENTATION JUNE 2019 | --- | --- | --- | |---------------------------------------------------------------------------------------------------------------------------------|-------|----------------------------------------------------| | | | | | | | | | | | Park Square \| Philadelphia, PA – Acquired 2Q19 | | | | | | Park Square Lobby \| Philadelphia, PA | | Rodgers Forge \| Towson, MD – Acquired 2Q19 | | UDR, Inc. (NYSE: UDR) has a demonstrated | | Chief Financial Officer: | | history of successful ...