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 ...

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 March 31, 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 regist ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K 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.) Commission file number 333-156002-01 (United Dominion Realty, L.P.) UDR, Inc. United Dominion Realty, L.P. (Exact name of registrant as specified in its charter) Maryland (UDR, Inc.) 54-0857512 Delaware (United Dominion Realty, L.P.) 54-1776 ...